Tenneco Reports Third Quarter 2019 Results

LAKE FOREST, Ill., Oct. 31, 2019 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) reported third quarter 2019 revenue of $4.3 billion, an 82% increase versus $2.4 billion(?) a year ago, which includes $1.8 billion from acquisitions. On a constant currency pro forma basis, total revenue increased 3% versus last year, while light vehicle industry production* declined 3% in the quarter. Value-add revenue for the third quarter was $3.5 billion.

The company reported net income for third quarter 2019 of $70 million, or $0.87 per diluted share. Third quarter 2018 net income(?) was $57 million, or $1.11 per diluted share. Third quarter 2019 adjusted net income was $99 million, or $1.23 per diluted share, compared with $85 million, or $1.66 per diluted share last year.( ?)

Third quarter EBIT (earnings before interest, taxes and noncontrolling interests) was $148 million including the acquired Federal-Mogul business, versus $112 million last year. EBIT as a percent of revenue was 3.4% versus 4.7% last year.

Third quarter adjusted EBITDA was $387 million versus $366 million last year on a pro forma basis. Adjusted EBITDA as a percent of value-add revenue was 10.9%, a 100 basis point improvement on a pro forma basis, which includes a $13 million impact due to a work stoppage at our largest customer. Cash generated from operations was $164 million.

"Tenneco's revenue growth outpaced industry production by six percentage points, driven by higher light vehicle, off-highway and other revenues," said Roger Wood, co-CEO, Tenneco. "We also delivered year-over-year margin improvement, driven mainly by effective synergy capture actions, operational improvements and disciplined cost management."

OUTLOOK

Fourth Quarter 2019
Light vehicle production in the fourth quarter is expected to be lower year-over-year by 6%, and the commercial truck market is showing signs of softening in the quarter. In this environment, Tenneco expects fourth quarter revenue in the range of $3.95 billion to $4.05 billion. Further, the company expects its fourth quarter adjusted EBITDA to be in the range of $295 million to $315 million, including year-over-year margin improvement of approximately 50 basis points in the DRiV division. The company expects the GM labor stoppage to have a negative impact on EBITDA of approximately $35 million.

Full Year 2019
The company updated its 2019 full year outlook, and now expects:

    --  Total revenues in the range of $17.25 billion to $17.35 billion.
    --  Value-add revenues in the range of $14.25 billion to $14.35 billion
    --  Value-add adjusted EBITDA margin of ~10.0%
    --  Adjusted EBITDA of $1,425 million to $1,445 million
    --  Interest expense of ~$325 million
    --  Cash taxes in the range of $180 million to $190 million
    --  Capital expenditures of ~$710 million
    --  Net debt/LTM adjusted EBITDA in the range of 3.4x to 3.5x

Separation Update
The company has made significant progress on the administrative separation of the two business divisions into two independent companies including:

    --  Earnings synergy capture has been pulled forward ahead of schedule to a
        full run rate by the end of 2019
    --  Both management teams in place and focused on their respective
        businesses
    --  Financial and operating system separation nearing completion
    --  Businesses will be ready to operate independently by the end of 2019

Tenneco remains committed to the separation of the businesses and continues to execute its plan for the spin off. Additionally, the company is evaluating multiple strategic options to deleverage and facilitate the separation. Certain of these options could help mitigate the impact of challenging market conditions, which, if current trends were to continue, would likely affect the company's ability to complete a separation in the mid-year 2020 time range.

"For the full year we expect revenue growth will outpace our underlying markets, despite lower global light vehicle production volumes," said Brian Kesseler, co-CEO, Tenneco. "Our actions to manage our cost structure against expected volatility in the fourth quarter and into 2020 are generating positive results, and we expect to deliver solid margin rate performance. The entire management team is preparing for the separation, and believes this is the right path to deliver enhanced shareholder value and create an environment for both businesses to be best positioned for long-term success."

*Source: IHS Markit October 2019 global light vehicle production forecast and Tenneco estimates.

(? )Financial results for the third quarter of 2018 have been revised for certain immaterial adjustments, which are further discussed in Tenneco's Form 10-Q for the quarter ended September 30, 2019.

See "About revenue and EBITDA guidance" below for further information about revenue guidance and forecasted performance measures.

Attachment 1
Statements of Income - 3 Months
Statements of Income - 9 Months
Balance Sheets
Statements of Cash Flows - 3 Months
Statements of Cash Flows - 9 Months

Attachment 2
Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures - 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 and 9 Months
Reconciliation of Non-GAAP Measures - Debt Net of Cash/Pro Forma Adjusted LTM EBITDA including noncontrolling interests
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment and Aftermarket Revenue - 3 and 9 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 3 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues - 3 and 9 Months
Reconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures - 2018 quarterly
Reconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures - 2018 and 2017 annual
Division Level Q4 and FY 2019 Outlook

CONFERENCE CALL
The company will host a conference call on Thursday, October 31, 2019 at 8:30 a.m. ET. The dial-in number is 833-366-1121 (domestic) or 412-902-6733 (international). The passcode is: Tenneco Inc. The call and accompanying slides will be available on the financial section of the Tenneco web site at www.investors.tenneco.com. A recording of the call will be available one hour following completion of the call on October 31, 2019 through November 7, 2019. To access this recording, dial 877-344-7529 (domestic) or 412-317-0088 (international) or 855-669-9658 (Canada). The replay access code is 10135396. The purpose of the call is to discuss the company's operations for the third fiscal quarter 2019, as well as provide updated information regarding matters impacting the company's outlook, including the plan to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as a new Powertrain Technology company. A copy of the press release is available on the financial and news sections of the Tenneco web site.

About Tenneco
Headquartered in Lake Forest, Illinois, Tenneco is one of the world's leading designers, manufacturers and marketers of Aftermarket, Ride Performance, Clean Air and Powertrain products and technology solutions for diversified markets, including light vehicle, commercial truck, off-highway, industrial and the aftermarket, with 2018 revenues of $11.8 billion and approximately 81,000 employees worldwide. On October 1, 2018, Tenneco completed the acquisition of Federal-Mogul, a leading global supplier to original equipment manufacturers and the aftermarket. Additionally, the company expects to separate its businesses to form two independent companies, an Aftermarket and Ride Performance company as well as a Powertrain Technology company.

About DRiV(TM) - the future Aftermarket and Ride Performance company
Following the expected separation of Tenneco to form two new, independent companies, an Aftermarket and Ride Performance company (DRiV(TM)) as well as a new Powertrain Technology company, DRiV will be one of the largest global multi-line, multi-brand aftermarket companies, and one of the largest global OE ride performance and braking companies. DRiV's principal product brands will feature Monroe®, Öhlins®, Walker®, Clevite®Elastomers, MOOG®, Fel-Pro®, Wagner®, Ferodo®, Champion® and others. DRiV would have 2018 pro-forma revenues of $6.4 billion, with 54% of those revenues from aftermarket and 46% from original equipment customers.

About the new Tenneco - the future Powertrain Technology company
Following Tenneco's expected separation to form two new, independent companies, an Aftermarket and Ride Performance company (DRiV(TM)), as well as a new Powertrain Technology company, the new Tenneco will be one of the world's largest pure-play powertrain companies serving OE markets worldwide with engineered solutions addressing fuel economy, power output, and criteria pollution requirements for gasoline, diesel and electrified powertrains. The new Tenneco would have 2018 pro-forma revenues of $11.4 billion, serving light vehicle, commercial truck, off-highway and industrial markets.

About Revenue and EBITDA Guidance
Revenue 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 and other unusual charges we incur from time to time cannot be forecasted accurately. In this respect, we are not able to reconcile forecasted adjusted EBITDA (and the related margins) on a forward-looking basis to the most comparable GAAP measures without unreasonable efforts on account of these factors and other factors not in our control. For certain additional assumptions upon which these estimates are based, see the slides accompanying the October 31, 2019 webcast, which will be available on the financial section of the Tenneco website at www.investors.tenneco.com.

About Forward-Looking Statements

This press release contains forward-looking statements. The words "may," "will," "believe," "should," "could," "plan," "expect," "anticipate," "estimate," 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 and market conditions;
    --  our ability to source and procure needed materials, components and other
        products and services in accordance with customer demand and at
        competitive prices;
    --  the cost and outcome of existing and any future claims, legal
        proceedings or investigations, including, but not limited to, any of the
        foregoing arising in connection with the ongoing global antitrust
        investigation, product performance, product safety or intellectual
        property rights;
    --  changes in consumer demand, prices and our ability to have our products
        included on top selling vehicles, including any shifts in consumer
        preferences away from historically higher margin products for our
        customers and us, to other lower margin vehicles, for which we may or
        may not have supply arrangements, and the cyclical nature of the global
        vehicle industry, including the performance of the global aftermarket
        sector;
    --  changes in consumer demand for our original equipment products or
        aftermarket products, or 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 original equipment 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
        customers or any change in customer demand due to delays in the adoption
        or enforcement of worldwide emissions regulations;
    --  new technologies that reduce the demand for certain of our products or
        otherwise render them obsolete;
    --  our ability to introduce new products and technologies that satisfy
        customers' needs in a timely fashion;
    --  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);
    --  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;
    --  our ability to comply with the covenants contained in our debt
        instruments;
    --  our working capital requirements;
    --  our ability to successfully execute cash management and other cost
        reduction plans, and to realize the anticipated benefits from these
        plans;
    --  risks inherent in operating a multi-national company, including economic
        conditions, such as currency exchange and inflation rates, and political
        conditions in the countries where we operate or sell our products,
        adverse changes in trade agreements, tariffs, immigration policies,
        political stability, and tax and other laws, and potential disruptions
        of production and supply;
    --  increasing competition from lower cost, private-label products;
    --  damage to the reputation of one or more of our leading brands;
    --  the effect of improvements in automotive parts on aftermarket demand for
        some of our products;
    --  industrywide 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;
    --  developments relating to our intellectual property, including our
        ability to adapt to changes in technology;
    --  costs related to product warranties and other customer satisfaction
        actions;
    --  the failure or breach of our information technology systems, including
        the consequences of any misappropriation, exposure or corruption of
        sensitive information stored on such systems and the interruption to our
        business such failure or breach may cause;
    --  the effect of consolidation among vehicle parts suppliers and customers
        on our ability to compete in the highly competitive automotive and
        commercial vehicle supplier industry;
    --  changes in distribution channels or competitive conditions in the
        markets and countries where we operate;
    --  the evolution towards autonomous vehicles and car and ride sharing;
    --  customer acceptance of new products;
    --  our ability to successfully integrate, and benefit from, any
        acquisitions we complete;
    --  our ability to effectively manage our joint ventures and other
        third-party relationships;
    --  the potential impairment in the carrying value of our long-lived assets,
        goodwill, or indefinite-lived intangible assets or our inability to
        realize our deferred tax assets;
    --  the negative effect of fuel price volatility on transportation and
        logistics costs, raw material costs, discretionary purchases of vehicles
        or aftermarket products, and demand for off-highway equipment;
    --  increases in the costs of raw materials or components, including our
        ability to successfully reduce the effect of any such cost increases
        through materials substitutions, cost reduction initiatives, customer
        recovery, and other methods;
    --  changes by the Financial Accounting Standards Board or the Securities
        and Exchange Commission of authoritative generally accepted accounting
        principles or policies;
    --  changes in accounting estimates and assumptions, including changes based
        on additional information;
    --  any changes by the International Organization for Standardization (ISO)
        or other such committees in their certification protocols for processes
        and products, which may have the effect of delaying or hindering our
        ability to bring new products to market;
    --  the effect 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;
    --  potential volatility in our effective tax rate;
    --  disasters, such as fires, earthquakes and flooding, and any resultant
        disruptions in the supply or production of goods or services to us or by
        us, in demand by our customers or in the operation of our system,
        disaster recovery capabilities or business continuity capabilities;
    --  acts of war and/or terrorism, as well as actions taken or to be taken by
        the United States and other governments as a result of further acts or
        threats of terrorism, and the effect of these acts on economic,
        financial, and social conditions in the countries where we operate;
    --  pension obligations and other postretirement benefits;
    --  our hedging activities to address commodity price fluctuations; and
    --  the timing and occurrence (or non-occurrence) of other transactions,
        events and circumstances which may be beyond our control.

In addition, important factors related to the acquisition of Federal-Mogul LLC ("Federal-Mogul") and the planned separation of our company into a powertrain technology company and an aftermarket and ride performance company that could cause actual results to differ materially from the expectations reflected in the forward-looking statements, including:

    --  the risk the Company may not complete a separation of its powertrain
        technology business and its aftermarket and ride performance business
        (or achieve some or all of the anticipated benefits of the separation);
    --  the risk the combined company and each separate company following the
        separation will underperform relative to our expectations;
    --  the ongoing transaction costs and risk we may incur greater costs
        following separation of the business;
    --  the risk the spin-off is determined to be a taxable transaction;
    --  the risk the benefits of the acquisition of Federal-Mogul, including
        synergies, may not be fully realized or may take longer to realize than
        expected;
    --  the risk the acquisition of Federal-Mogul may not advance our business
        strategy;
    --  the risk we may experience difficulty integrating or separating
        employees or operations; and
    --  the risk the transaction may have an adverse effect on existing
        arrangements with us, including those related to transition,
        manufacturing and supply services and tax matters; our ability to retain
        and hire key personnel; or our ability to maintain relationships with
        customers, suppliers or other business partners.

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, 2018.



     
              Investor inquiries:   
     
              Media inquiries:





     Linae Golla                      
     Bill Dawson



     847-482-5162                     
     847-482-5807



     
              lgolla@tenneco.com    
     
              bdawson@tenneco.com





     Rich Kwas                        
     Steve Blow



     248-849-1340                     
     517-262-0655



     
              rich.kwas@tenneco.com 
     
              sblow@tenneco.com


                                                                                                                
         ATTACHMENT 1


                                                 
           TENNECO INC. AND CONSOLIDATED SUBSIDIARIES


                                                      
              STATEMENTS OF INCOME (LOSS)


                                                        
              
                Unaudited

                                                                      ---

                                                    
            THREE MONTHS ENDED SEPTEMBER 30,


                                                   
            (Millions except per share amounts)






                                                                2019                                   
     2018*



      Net sales and operating revenues:


      Clean Air - Value-add revenues                            $997                                       $1,006


      Clean Air -Substrate sales                                 775                                          596



     Powertrain                                               1,082



     Motorparts                                                 794                                          308



     Ride Performance                                           671                                          461


                Total net sales and operating
                 revenues                                     $4,319                                       $2,371





     Costs and expenses:



        Cost of sales                                         3,653    
              (e) (g) (j)              2,002


         Selling, general and
          administrative                                         249    
              (b) (c) (h)                138   
          (n) (p)


         Depreciation and amortization                           165    
              (a)                         60


         Engineering, research, and
          development                                             78                                           39


         Restructuring charges, asset
          impairments, and other                                  43    
              (a) (d) (k)                 16   
          (m) (o)


         Goodwill impairment charge                                9    
              (f)


                Total costs and expenses                       4,197                                        2,255





     Other expense (income):


      Non-service pension and other
       postretirement benefit costs
       (credits)                                                   2                                            4


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


      Other expense (income), net                               (27)   
              (i)



                Total other expense (income)                    (26)                                           4




      Earnings (Loss) before interest
       expense, income taxes,


       and noncontrolling interests:



     Clean Air                                                  131    
              (a) (d) (h) (i)            106   
          (m)



     Powertrain                                                  35    
              (a) (e)



     Motorparts                                                  82    
              (d) (e) (g) (i) (k)         48   
          (m)



     Ride Performance                                          (20)   
              (a) (e) (f) (i) (j)        (3)  
          (m) (o) (p)



     Corporate                                                 (80)   
              (b) (c) (d)               (39)  
          (n) (o) (p)



                Total earnings (loss) before
                 interest expense, income taxes,
                          and noncontrolling
                          interests                              148                                          112





        Interest expense                                         79    
              (r)                         24   
          (r)



      Earnings (Loss) before income
       taxes and noncontrolling
       interests                                                  69                                           88




         Income tax expense (benefit)                            (9)   
              (l)                         22   
          (q)




     Net income (loss)                                           78                                           66




         Less: Net income (loss)
          attributable to noncontrolling
          interests                                                8                                            9


      Net income (loss) attributable to
       Tenneco Inc.                                              $70                                          $57







      Weighted average common shares
       outstanding:



        Basic                                                  80.9                                         51.3




        Diluted                                                80.9                                         51.4





      Earnings (Loss) per share of
       common stock:



        Basic                                                 $0.87                                        $1.11




        Diluted                                               $0.87                                        $1.11



               * Financial results for 2018 have been
                revised for certain immaterial
                adjustments, which will be further
                discussed in Tenneco's Form 10-Q for
                the quarter ended September 30, 2019.




               (a) Includes restructuring and related
                charges of $31 million pre-tax, $22
                million after tax and noncontrolling
                interests or $0.30 per diluted share.
                Of the amount, $28 million is recorded
                in restructuring charges, asset
                impairments, and other and $3 million
                is recorded in depreciation and
                amortization. $2 million is recorded in
                Clean Air, $11 million is recorded in
                Powertrain and $18 million is recorded




               (b) Includes costs related to cost
                reduction initiatives of $6 million
                pre-tax, $5 million after tax or $0.05
                per diluted share.




               (c) Includes acquisition and expected
                separation costs of $30 million pre-
                tax, $23 million after tax or $0.29 per
                diluted share.




               (d) Includes costs to achieve synergies
                of $7 million pre-tax, $5 million
                after tax or $0.06 per diluted share.
                $4 million is recorded in Clean Air, $2
                million is recorded in Motorparts and
                $1 million is recorded in Corporate.




               (e) Includes charges related to purchase
                accounting of $11 million pre-tax, $10
                million after tax or $0.12 per diluted
                share.  Of the amount, $1 million is
                recorded in cost of sales and $10
                million is recorded in equity in
                (earnings) losses of nonconsolidated
                affiliates, net of tax. $8 million is
                recorded in Powertrain, $4 million is
                recorded in Motorparts and $(1) million
                is recorded in Ride Performance.




               (f) Represents goodwill impairment
                charges of $9 million pre-tax, $9
                million after tax or $0.12 per diluted
                share.




               (g) Includes warranty charge of $1
                million pre-tax and $1 million after
                tax.




               (h) Includes antitrust reserve change in
                estimate of $9 million pre-tax, $7
                million after tax or $0.08 per diluted
                share.




               (i) Includes Brazil tax credit of $22
                million pre-tax, $14 million after tax
                or $0.18 per diluted share. Of the
                amount, $9 million is recorded in Clean
                Air, $7 million is recorded in
                Motorparts and $6 million is recorded
                in Ride Performance.




               (j) Includes an out of period adjustment
                of $5 million pre-tax, $4 million
                after tax and noncontrolling interests
                or $0.04 per diluted share.




               (k) Includes an impairment on assets
                held for sale of $8 million pre-tax,
                $6 million after tax or $0.07 per
                diluted share.




               (l) Includes net tax benefit of $35
                million or $0.43 per diluted share for
                discrete tax adjustments recognized in
                the period.




               (m) Includes restructuring and related
                charges of $12 million pre-tax, $9
                million after tax and noncontrolling
                interests or $0.17 per diluted share.
                $1 million is recorded in Clean Air,
                $1 million is recorded in Motorparts
                and $10 million is recorded in Ride
                Performance.




               (n) Includes acquisition costs of $12
                million pre-tax, $8 million after tax
                or $0.17 per diluted share.




               (o) Includes costs to achieve synergies
                of $4 million pre-tax, $2 million
                after tax or $0.05 per diluted share.
                $1 million is recorded in Ride
                Performance and $3 million is recorded
                in Corporate.




               (p) Includes litigation settlement of
                $10 million pre-tax, $8 million after
                tax or $0.15 per diluted share. $9
                million is recorded in Ride Performance
                and $1 million is recorded in
                Corporate.




               (q) Includes net tax expense of $1
                million or $0.01 per diluted share for
                discrete tax adjustments recognized in
                the period.




               (r) Financing charges on sale of
                receivables are included in interest
                expense.


                                                                                                                       
             ATTACHMENT 1


                                                 
              TENNECO INC. AND CONSOLIDATED SUBSIDIARIES


                                                         
              STATEMENTS OF INCOME (LOSS)


                                                           
              
                Unaudited

                                                                         ---

                                                      
              NINE MONTHS ENDED SEPTEMBER 30,


                                                    
              (Millions except per share amounts)






                                                     2019                                               
     2018*



      Net sales and operating revenues:


      Clean Air - Value-add revenues               $3,120                                                   $3,183


      Clean Air -Substrate sales                    2,258                                                    1,869



     Powertrain                                    3,390



     Motorparts                                    2,426                                                      953



     Ride Performance                              2,113                                                    1,480


                Total net sales and operating
                 revenues                         $13,307                                                   $7,485





     Costs and expenses:



        Cost of sales                             11,310    
              (e) (g) (h) (k)                      6,329   
         (r)


         Selling, general and
          administrative                              853    
              (b) (c) (d) (i)                        443   
         (o) (p) (q) (s) (t)


         Depreciation and amortization                503    
              (a)                                    180


         Engineering, research, and
          development                                 248                                                      118


         Restructuring charges, asset
          impairments, and other                      128    
              (a) (d) (l)                             57   
         (n) (q)


         Goodwill impairment charge                    69    
              (f)


                Total costs and expenses           13,111                                                    7,127





     Other expense (income):


      Non-service pension and other
       postretirement benefit costs
       (credits)                                        8                                                       10


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


      Other expense (income), net                    (43)   
              (j)                                      3



                Total other expense (income)         (69)                                                      13




      Earnings (Loss) before interest
       expense, income taxes,


       and noncontrolling interests:



     Clean Air                                       338    
              (a) (d) (g) (i) (j)                    329   
         (n) (q)



     Powertrain                                      131    
              (a) (d) (e)



     Motorparts                                      166    
              (a) (c) (d) (e) (g) (h) (j) (l)        138   
         (n) (q)



     Ride Performance                              (112)   
              (a) (d) (e) (f) (j) (k)                  7   
         (n) (o) (q) (r) (t)



     Corporate                                     (258)   
              (a) (b) (c) (d)                      (129)  
         (p) (q) (s) (t)



                Total earnings (loss) before
                 interest expense, income taxes,
                          and noncontrolling
                          interests                   265                                                      345





        Interest expense                             242    
              (v)                                     69   
         (v)



      Earnings (Loss) before income
       taxes and noncontrolling
       interests                                       23                                                      276




         Income tax expense (benefit)                   5    
              (m)                                     73   
         (u)




     Net income (loss)                                18                                                      203




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


      Net income (loss) attributable to
       Tenneco Inc.                                 $(21)                                                    $164







      Weighted average common shares
       outstanding:



        Basic                                       80.9                                                     51.2




        Diluted                                     80.9                                                     51.4





      Earnings (Loss) per share of
       common stock:



        Basic                                    $(0.25)                                                   $3.20




        Diluted                                  $(0.25)                                                   $3.20



               * Financial results for 2018 have been
                revised for certain immaterial
                adjustments, which will be further
                discussed in Tenneco's Form 10-Q for
                the quarter ended September 30, 2019.




               (a) Includes restructuring and related
                charges of $111 million pre-tax, $82
                million after tax and noncontrolling
                interests or $1.03 per diluted share.
                Of the amount, $102 million is recorded
                in restructuring charges, asset
                impairments, and other and $9 million
                is recorded in depreciation and
                amortization. $21 million is recorded
                in Clean Air, $28 million is recorded
                in Powertrain, $4 million is recorded
                in Motorparts, $57 million is recorded
                in Ride Performance and $1 million is
                recorded in Corporate.




               (b) Includes costs related to cost
                reduction initiatives of $16 million
                pre-tax, $12 million after tax or
                $0.14 per diluted share.




               (c) Includes acquisition and expected
                separation costs of $97 million pre-
                tax, $74 million after tax or $0.91 per
                diluted share. $1 million is recorded
                in Motorparts and $96 million is
                recorded in Corporate.




               (d) Includes costs to achieve synergies
                of $21 million pre-tax, $16 million
                after tax or $0.20 per diluted share.
                Of the amount, $18 million is recorded
                in restructuring charges, asset
                impairments, and other and $3 million
                is recorded in selling, general and
                administrative. $5 million is recorded
                in Clean Air, $2 million is recorded in
                Powertrain, $9 million is recorded in
                Motorparts, $2 million is recorded in
                Ride Performance and $3 million is
                recorded in Corporate.




               (e) Includes charges related to purchase
                accounting of $55 million pre-tax, $45
                million after tax or $0.56 per diluted
                share. Of the amount, $45 million is
                recorded in cost of sales and $10
                million is recorded in equity in
                (earnings) losses of nonconsolidated
                affiliates, net of tax. $10 million is
                recorded in Powertrain, $41 million is
                recorded in Motorparts and $4 million
                is recorded in Ride Performance.




               (f) Represents goodwill impairment
                charges of $69 million pre-tax, $69
                million after tax or $0.86 per diluted
                share.




               (g) Includes process harmonization
                charge of $10 million pre-tax, $7
                million after tax or $0.09 per diluted
                share, of which $5 million is recorded
                in Clean Air and $5 million is recorded
                in Motorparts.




               (h) Includes warranty charge of $8
                million pre-tax, $6 million after tax
                or $0.07 per diluted share.




               (i) Includes antitrust reserve change in
                estimate of $9 million pre-tax, $7
                million after tax or $0.08 per diluted
                share.




               (j) Includes Brazil tax credit of $22
                million pre-tax, $14 million after tax
                or $0.18 per diluted share. Of the
                amount, $9 million is recorded in Clean
                Air, $7 million is recorded in
                Motorparts and $6 million is recorded
                in Ride Performance.




               (k) Includes an out of period adjustment
                of $5 million pre-tax, $4 million
                after tax and noncontrolling interests
                or $0.04 per diluted share.




               (l) Includes an impairment on assets
                held for sale of $8 million pre-tax,
                $6 million after tax or $0.07 per
                diluted share.




               (m) Includes net tax benefit of $41
                million or $0.51 per diluted share for
                discrete tax adjustments recognized in
                the period.




               (n) Includes restructuring and related
                charges of $45 million pre-tax, $31
                million after tax and noncontrolling
                interests or $0.59 per diluted share.
                $13 million is recorded in Clean Air,
                $5 million is recorded in Motorparts
                and $27 million is recorded in Ride
                Performance.




               (o) Includes costs related to cost
                reduction initiatives of $10 million
                pre-tax, $7 million after tax or $0.15
                per diluted share.




               (p) Includes acquisition costs of $43
                million pre-tax, $33 million after tax
                or $0.65 per diluted share.




               (q) Includes costs to achieve synergies
                of $13 million pre-tax, $9 million
                after tax or $0.17 per diluted share.
                Of the amount, $12 million is recorded
                in restructuring charges, asset
                impairments, and other and $1 million
                is recorded in selling, general and
                administrative. $6 million is recorded
                in Clean Air, $1 million is recorded in
                Motorparts, $1 million is recorded in
                Ride Performance and $5 million is
                recorded in Corporate.




               (r) Includes warranty charge of $5
                million pre-tax, $4 million after tax
                or $0.07 per diluted share.




               (s) Includes environmental charge of $4
                million pre-tax, $3 million after tax
                or $0.06 per diluted share related to
                an acquired site whereby an
                indemnification reverted back to the
                Company resulting from a 2009
                bankruptcy filing of Mark IV
                Industries.




               (t) Includes litigation settlement of
                $10 million pre-tax, $8 million after
                tax or $0.15 per diluted share. $9
                million is recorded in Ride Performance
                and $1 million is recorded in
                Corporate.




               (u) Includes net tax expense of $5
                million or $0.10 per diluted share for
                discrete tax adjustments recognized in
                the period.




               (v) Financing charges on sale of
                receivables are included in interest
                expense.


                                                                                                                                                        
      ATTACHMENT 1


                                                                         
      TENNECO INC. AND CONSOLIDATED SUBSIDIARIES


                                                                               
              BALANCE SHEETS


                                                                           
              
                Unaudited

                                                                                          ---

                                                                                 
              (Millions)




                                                                              
              September 30, 2019                          
       December 31, 2018






      Assets




                 
              Cash and cash equivalents                                                                  $389                                    $697




                 
              Restricted cash                                                                               6                                       5




                 
              Receivables, net                                                                          2,753  
     (a)                            2,572    
     (a)




                 
              Inventories                                                                               2,137                                   2,245




                            Prepayments and other current assets                                                        603                                     590




                 
              Other noncurrent assets                                                                   4,004                                   3,622




                            Property, plant and equipment, net                                                        3,491                                   3,501





                 
              Total assets                                                                            $13,383                                 $13,232











      Liabilities and Shareholders' Equity




                            Short-term debt, including current
                             maturities of long-term debt                                                              $161                                    $153




                 
              Accounts payable                                                                          2,651                                   2,759




                            Accrued compensation and employee
                             benefits                                                                                   378                                     343




                 
              Accrued income taxes                                                                         57                                      64




                            Accrued expenses and other current
                             liabilities                                                                              1,042                                   1,001




                 
              Long-term debt                                                                            5,408  
     (b)                            5,340    
     (b)




                 
              Deferred income taxes                                                                       104                                      88




                            Pension and postretirement benefits                                                       1,088                                   1,167




                            Deferred credits and other
                             liabilities                                                                                518                                     263




                            Redeemable noncontrolling interests                                                         139                                     138




                            Tenneco Inc. shareholders' equity                                                         1,642                                   1,726




                 
              Noncontrolling interests                                                                    195                                     190





                            Total liabilities, redeemable
                                 noncontrolling interests and
                                 equity                                                                             $13,383                                 $13,232









                                                                              
              September 30, 2019                          
       December 31, 2018



      (a)                   Accounts
                             receivable net
                             of:


                            Accounts receivable outstanding and
                             derecognized                                                                            $1,012                                  $1,011




                                                                              
              September 30, 2019                          
       December 31, 2018



      (b)                   Long-term debt
                             composed of:


                 
              Revolver Borrowings                                                                        $229        
       $                          -


                            LIBOR plus 1.75% Term Loan A due
                             2019 through 2023                                                                        1,628                                   1,691


                            LIBOR plus 3.00% Term Loan B due
                             2019 through 2025                                                                        1,624                                   1,629


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


                 
              $500 million of 5.000% Senior Notes due 2026                                                494                                     493


                            EUR415 million 4.875% Euro Fixed
                             Rate Notes due 2022                                                                        467                                     496


                            EUR300 million of Euribor plus
                             4.875% Euro Floating Rate Notes due
                             2024                                                                                        331                                     349


                            EUR350 million of 5.000% Euro Fixed
                             Rate Notes due 2024                                                                        403                                     427


                            Other Debt, primarily foreign
                             instruments                                                                                 78                                     106



                                                                                                                      5,476                                   5,413


                            Less: maturities classified as
                             current                                                                                     68                                      73


                 
              Total long-term debt                                                                     $5,408                                  $5,340


                                                                                                     
         ATTACHMENT 1


                                               
            TENNECO INC. AND CONSOLIDATED SUBSIDIARIES


                                                      
              STATEMENTS OF CASH FLOWS


                                                       
              
                Unaudited

                                                                      ---

                                                             
              (Millions)










                                                                  Three Months Ended September 30,



                                                                                              2019 
       2018*





                   Operating Activities



     Net income (loss)                                                                        $78                  $66


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


      Goodwill impairment charge                                                                 9


      Depreciation and amortization                                                            165                   60



     Deferred income taxes                                                                  (101)                (12)


      Stock-based compensation                                                                   7                    5


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


      Change in pension and other
       postretirement benefit plans                                                           (17)                   1


      Equity in earnings of
       nonconsolidated affiliates                                                              (1)


      Cash dividends received from
       nonconsolidated affiliates                                                               18


      Loss (gain) on sale of assets                                                              1


      Changes in operating assets and
       liabilities:



     Receivables                                                                             (56)                (27)



     Inventories                                                                               11                 (64)


      Payables and accrued expenses                                                             51                 (52)


      Accrued interest and accrued
       income taxes                                                                             54                  (3)


      Other assets and liabilities                                                            (53)                (13)


      Net cash provided (used) by
       operating activities                                                                    164                 (41)




                   Investing Activities


      Proceeds from sale of assets                                                               3                    1


      Cash payments for property, plant
       and equipment                                                                         (162)                (81)


      Proceeds from deferred purchase
       price of factored receivables                                                            56                   36



     Other                                                                                      1                  (4)


      Net cash used by investing
       activities                                                                            (102)                (48)




                   Financing Activities


      Proceeds from term loans and notes                                                        60                    3


      Repayments of term loans and notes                                                      (88)                 (7)


      Borrowings on revolving lines of
       credit                                                                                2,279                1,382


      Payments on revolving lines of
       credit                                                                              (2,294)             (1,460)


      Issuance (repurchase) of common
       shares                                                                                                      (1)



     Cash dividends                                                                                              (14)


      Net increase (decrease) in bank
       overdrafts                                                                              (4)                   2



     Other                                                                                    (2)                 170


      Distributions to noncontrolling
       interest partners                                                                         1                 (16)


      Net cash provided (used) by
       financing activities                                                                   (48)                  59




      Effect of foreign exchange rate
       changes on cash, cash equivalents
       and restricted cash                                                                     (9)                 (4)


      Increase (Decrease) in cash, cash
       equivalents and restricted cash                                                           5                 (34)




      Cash, cash equivalents and
       restricted cash, beginning of
       period                                                                                  390                  237


      Cash, cash equivalents and
       restricted cash, end of period                                                         $395                 $203







                   Supplemental Cash Flow Information


      Cash paid during the period for
       interest                                                                                $85                  $25


      Cash paid during the period for
       income taxes, net of refunds                                                             39                   23




                   Non-cash Investing Activities


      Period end balance of accounts
       payables for property, plant and
       equipment                                                                              $118                  $52


      Deferred purchase price of
       receivables factored in the
       period                                                                                  156                   34



               * Financial results for 2018
                have been revised for certain
                immaterial adjustments, which
                will be further discussed in
                Tenneco's Form 10-Q for the
                quarter ended September 30,
                2019.


                                                                                                     
         ATTACHMENT 1


                                               
            TENNECO INC. AND CONSOLIDATED SUBSIDIARIES


                                                      
              STATEMENTS OF CASH FLOWS


                                                       
              
                Unaudited

                                                                      ---

                                                             
              (Millions)










                                                                  Nine Months Ended September 30,



                                                                                             2019  
       2018*





                   Operating Activities



     Net income (loss)                                                                       $18                  $203


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


      Goodwill impairment charge                                                               69


      Depreciation and amortization                                                           503                   180



     Deferred income taxes                                                                 (115)                 (21)


      Stock-based compensation                                                                 20                    12


      Restructuring charges, asset
       impairments, and other, net of
       cash paid                                                                               12                     8


      Change in pension and other
       postretirement benefit plans                                                          (49)                    3


      Equity in earnings of
       nonconsolidated affiliates                                                            (34)


      Cash dividends received from
       nonconsolidated affiliates                                                              45


      Changes in operating assets and
       liabilities:



     Receivables                                                                           (457)                (260)



     Inventories                                                                             112                 (115)


      Payables and accrued expenses                                                            99                   154


      Accrued interest and accrued
       income taxes                                                                          (12)                  (5)


      Other assets and liabilities                                                          (147)                (122)


      Net cash provided (used) by
       operating activities                                                                    64                    37




                   Investing Activities


      Proceeds from sale of assets                                                              8                     6


      Net proceeds from sale of business                                                       22


      Cash payments for property, plant
       and equipment                                                                        (541)                (255)


      Acquisition of business (net of
       cash acquired)                                                                       (158)


      Proceeds from deferred purchase
       price of factored receivables                                                          203                   102



     Other                                                                                                        (2)


      Net cash used by investing
       activities                                                                           (466)                (149)




                   Financing Activities


      Proceeds from term loans and notes                                                      171                    12


      Repayments of term loans and notes                                                    (278)                 (35)


      Borrowings on revolving lines of
       credit                                                                               6,804                 4,051


      Payments on revolving lines of
       credit                                                                             (6,548)              (4,074)


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



     Cash dividends                                                                         (20)                 (39)


      Net increase (decrease) in bank
       overdrafts                                                                            (12)                  (5)



     Other                                                                                   (3)                  148


      Distributions to noncontrolling
       interest partners                                                                     (19)                 (44)


      Net cash provided (used) by
       financing activities                                                                    93                    12




      Effect of foreign exchange rate
       changes on cash, cash equivalents
       and restricted cash                                                                      2                  (15)


      Decrease in cash, cash equivalents
       and restricted cash                                                                  (307)                (115)




      Cash, cash equivalents and
       restricted cash, beginning of
       period                                                                                 702                   318


      Cash, cash equivalents and
       restricted cash, end of period                                                        $395                  $203







                   Supplemental Cash Flow Information


      Cash paid during the period for
       interest                                                                              $230                   $65


      Cash paid during the period for
       income taxes, net of refunds                                                           139                    79




                   Non-cash Investing Activities


      Period end balance of accounts
       payables for property, plant and
       equipment                                                                             $118                   $52


      Deferred purchase price of
       receivables factored in the
       period                                                                                 208                   105



               * Financial results for 2018
                have been revised for certain
                immaterial adjustments, which
                will be further discussed in
                Tenneco's Form 10-Q for the
                quarter ended September 30,
                2019.


                                                                                                                                                                                                                                                                                          
            ATTACHMENT 2


                                                                                                                                                 
              TENNECO INC.


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


                                                                                                                                            
              
                Unaudited

                                                                                                                                                           ---

                                                                                                                                     
              (Millions except per share amounts)






                                                                                                                                                 
              Q3 2019                                                                        
              Q3 2018*



                                                                                                     
             Net income          
             Per Share                      
              EBIT               
             EBITDA (3)        
             Net income            
       Per Share            
            EBIT           
        EBITDA (3)
                                                                                                       attributable to                                                                                                                  attributable to
                                                                                                        Tenneco Inc.                                                                                                                      Tenneco Inc.




     Earnings Measures                                                                        $70                           $0.87                                  $148                              $313                          $57                            $1.11                      $112                     $172





     Adjustments:


                                                                   Restructuring and related
                                                                    expenses(4)                                                22                                  0.30                                31                           28                                9                      0.17                       12                   12


                                                                   Cost reduction initiatives (5)                               5                                  0.05                                 6                            6                                                                                                     -


                                                                   Acquisition and separation
                                                                    costs(6)                                                   23                                  0.29                                30                           30                                8                      0.17                       12                   12


                                                                   Costs to achieve synergies (7)                               5                                  0.06                                 7                            7                                2                      0.05                        4                    4


                                                                   Purchase accounting charges (8)                             10                                  0.12                                11                           11                                                                                                     -


                                                                   Goodwill impairment (9)                                      9                                  0.12                                 9                            9                                                                                                     -


                                                                 
     Warranty charge (10)                                         1                                                                      1                            1                                                                                                     -


                                                                   Antitrust reserve change in
                                                                    estimate (11)                                             (7)                               (0.08)                              (9)                         (9)                                                                                                    -


                                                                 
     Brazil tax credit (12)                                    (14)                               (0.18)                             (22)                        (22)                                                                                                    -


                                                                   Out of period adjustment (13)                                4                                  0.04                                 5                            5                                                                                                     -


                                                                   Impairment of assets held for
                                                                    sale                                                        6                                  0.07                                 8                            8                                                                                                     -


                                                                   Litigation settlement accrual                                                                                                                                                                  8                      0.15                       10                   10


                                                                 
     Net tax adjustments                                       (35)                               (0.43)                                                                                            1                      0.01                                            -




      Adjusted Net income, EPS, EBIT,
       and EBITDA                                                                              $99                           $1.23                                  $225                              $387                          $85                            $1.66                      $150                     $210







                                                                                                                                                                                                
       Q3 2019



                                                                                                                                                                
              Global Segments



                                                                                                     
             Clean Air           
             Powertrain                  
              Motorparts              
              Ride             
              Total              
       Corporate            
            Total
                                                                                                                                                                                                              Performance



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





     Net income (loss) attributable to noncontrolling interests                                                                                                                                                                                                  8






     Net income (loss)                                                                                                                                                                                                                                                                   78




      Income tax expense (benefit)                                                                                                                                                                                                                                                       (9)





     Interest expense                                                                                                                                                                                                                                                                    79





      EBIT, Earnings (Loss) before
       interest expense, income taxes
       and noncontrolling interests                                                           $131                             $35                                   $82                             $(20)                        $228                            $(80)                     $148




      Depreciation and amortization                                                                                         38                                    55                                31                           40                              164                         1                      165





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





                                                                   Restructuring and related
                                                                    expenses(4)                                                 2                                    11                                                            15                               28                                                28


                                                                   Cost reduction initiatives (5)                                                                                                                                                                                          6                        6


                                                                   Acquisition and separation
                                                                    costs(6)                                                                                                                                                                                                              30                       30


                                                                   Costs to achieve synergies (7)                               4                                                                      2                                                            6                         1                        7


                                                                   Purchase accounting charges (8)                                                                   8                                 4                          (1)                              11                                                11


                                                                   Goodwill impairment (9)                                                                                                                                        9                                9                                                 9


                                                                 
     Warranty charge (10)                                                                                                               1                                                            1                                                 1


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


                                                                 
     Brazil tax credit (12)                                     (9)                                                                   (7)                         (6)                            (22)                                             (22)


                                                                   Out of period adjustment (13)                                                                                                                                  5                                5                                                 5


                                                                   Impairment of assets held for
                                                                    sale                                                                                                                              8                                                            8                                                 8





     Adjusted EBITDA                                                                         $157                            $109                                  $121                               $42                         $429                            $(42)            (14)     $387







                                                                                                                                                                               
              Q3 2018*



                                                                                                   
            Global Segments



                                                                                                     
             Clean Air           
             Motorparts                     
              Ride                 
              Total          
             Corporate               
       Total
                                                                                                                                                                              Performance



      Net income (loss) attributable to
       Tenneco Inc.                                                                                                                                                                                                                                             $57





     Net income (loss) attributable to noncontrolling interests                                                                                                                                                                  9






     Net income (loss)                                                                                                                                                                                                                                          66




      Income tax expense (benefit)                                                                                                                                                                                                                               22





     Interest expense                                                                                                                                                                                                                                           24





      EBIT, Earnings (Loss) before
       interest expense, income taxes
       and noncontrolling interests                                                           $106                             $48                                  $(3)                             $151                        $(39)                            $112




      Depreciation and amortization                                                             38                               5                                    17                                60                                                           60





      Total EBITDA including
       noncontrolling interests (3)                                                           $144                             $53                                   $14                              $211                        $(39)                            $172





                                                                   Restructuring and related
                                                                    expenses                                                    1                                     1                                10                           12                                                        12


                                                                 
     Acquisition costs (6)                                                                                                                                                                         12                        12


                                                                   Costs to achieve synergies (7)                                                                                                     1                            1                                3                         4


                                                                   Litigation settlement accrual                                                                                                      9                            9                                1                        10





     Adjusted EBITDA                                                                         $145                             $54                                   $34                              $233                        $(23)                            $210



      * Financial results for 2018 have been revised for certain immaterial adjustments, which will be further
       discussed in Tenneco's Form 10-Q for the quarter ended September 30, 2019.





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




                   (2)Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect
                    the results in a manner that allows a better understanding of the results of operational activities
                    separate from the financial impact of decisions made for the long-term benefit of the company and other
                    items impacting comparability between the periods.  Adjustments similar to the ones reflected above have
                    been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be
                    recorded in future periods.  Using only the non-GAAP earnings measures to analyze earnings would have
                    material limitations because its calculation is based on the subjective determinations of management
                    regarding the nature and classification of events and circumstances that investors may find material.
                    Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures
                    reflected above to understand and analyze the results of the business.  The company believes investors
                    find the non-GAAP information helpful in understanding the ongoing performance of operations separate




                   (3) EBITDA including noncontrolling interests represents income before interest expense, income taxes,
                    noncontrolling interests and depreciation and amortization.  EBITDA including noncontrolling interests
                    is not a calculation based upon GAAP.  The amounts included in the EBITDA including noncontrolling
                    interests calculation, however, are derived from amounts included in the historical statements of income
                    data.  In addition, EBITDA including noncontrolling interests should not be considered as an alternative
                    to net income attributable to Tenneco Inc. or operating income as an indicator of the company's
                    operating performance, or as an alternative to operating cash flows as a measure of liquidity.  Tenneco
                    has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including
                    noncontrolling interests as a measure of the company's performance.  In addition, Tenneco believes its
                    investors utilize and analyze the company's EBITDA including noncontrolling interests for similar
                    purposes.  Tenneco also believes EBITDA including noncontrolling interests assists investors in




                   (4)Q3 2019 includes $3 million of accelerated depreciation related to plant closures.





     
                (5)Costs related to cost reduction initiatives.





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





     
                (7)Costs to achieve synergies related to Federal-Mogul acquisition.




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





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




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





     
                (11)Reduction in estimated antitrust accrual.





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





     
                (13)Inventory losses attributable to prior periods.




                   (14)Corporate costs for each division are $21 million for New Tenneco and $21 million for DRiV.


                                                                                                                                                                                                                                                                           
           ATTACHMENT 2


                                                                                                                                   
              TENNECO INC.


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


                                                                                                                              
              
                Unaudited

                                                                                                                                             ---

                                                                                                                       
              (Millions except per share amounts)






                                                                                                                         
              YTD 2019                                                                            
              YTD 2018*



                                                                                  
            Net income            
       Per Share                      
              EBIT                     
             EBITDA (3)        
             Net income            
       Per Share              
           EBIT            
        EBITDA (3)
                                                                                       (loss)                                                                                                                           attributable
                                                                                    attributable                                                                                                                         to Tenneco
                                                                                     to Tenneco                                                                                                                             Inc.
                                                                                         Inc.




     Earnings (Loss) Measures                                            $(21)                         $(0.25)                           $265                                    $768                         $164                            $3.20                        $345                     $525





     Adjustments:


                                            Restructuring and related
                                             expenses(4)                                                     82                            1.03                                     111                          102                               31                        0.59                       45                   45


                                            Cost reduction initiatives (5)                                   12                            0.14                                      16                           16                                7                        0.15                       10                   10


                                            Acquisition and separation costs(6)                              74                            0.91                                      97                           97                               33                        0.65                       43                   43


                                            Costs to achieve synergies (7)                                   16                            0.20                                      21                           21                                9                        0.17                       13                   13


                                            Purchase accounting charges (8)                                  45                            0.56                                      55                           55                                                                                                       -


                                            Goodwill impairment charge (9)                                   69                            0.86                                      69                           69                                                                                                       -


                                            Process harmonization (10)                                        7                            0.09                                      10                           10                                                                                                       -


                                          
     Warranty charge (11)                                              6                            0.07                                       8                            8                                4                        0.07                        5                    5


                                            Antitrust reserve change in
                                             estimate (12)                                                  (7)                         (0.08)                                    (9)                         (9)                                                                                                      -


                                          
     Brazil tax credit (13)                                         (14)                         (0.18)                                   (22)                        (22)                                                                                                      -


                                            Out of period adjustment (14)                                     4                            0.04                                       5                            5                                                                                                       -


                                            Impairment of assets held for sale                                6                            0.07                                       8                            8                                                                                                       -


                                            Environmental charge (15)                                                                                                                                                                           3                        0.06                        4                    4


                                            Litigation settlement accrual                                                                                                                                                                       8                        0.15                       10                   10


                                          
     Net tax adjustments                                            (41)                         (0.51)                                                                                                  5                        0.10                                            -




      Adjusted Net income, EPS, EBIT, and
       EBITDA                                                              $238                            $2.95                            $634                                  $1,128                         $264                            $5.14                        $475                     $655







                                                                                                                                                                       
             YTD 2019



                                                                                                                                        
              Global Segments



                                                                                  
            Clean Air             
       Powertrain                  
              Motorparts                    
              Ride             
              Total              
       Corporate              
           Total
                                                                                                                                                                                            Performance



      Net loss attributable to Tenneco
       Inc.                                                                                                                                                                                                                                                            $(21)




      Net income attributable to
       noncontrolling interests                                                                                                                                                                                                                                           39






     Net income                                                                                                                                                                                                                                                          18





     Income tax expense                                                                                                                                                                                                                                                   5





     Interest expense                                                                                                                                                                                                                                                   242





      EBIT, Earnings (Loss) before
       interest expense, income taxes and
       noncontrolling interests                                            $338                             $131                            $166                                  $(112)                        $523                           $(258)                       $265




      Depreciation and amortization                                                                      114                             172                                     102                          113                              501                           2                      503





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





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


                                            Cost reduction initiatives (5)                                                                                                                                                                                                16                       16


                                            Acquisition and separation costs(6)                                                                                                     1                                                            1                          96                       97


                                            Costs to achieve synergies (7)                                    5                               2                                       9                            2                               18                           3                       21


                                            Purchase accounting charges (8)                                                                 10                                      41                            4                               55                                                  55


                                            Goodwill impairment charge (9)                                                                                                                                     69                               69                                                  69


                                            Process harmonization (10)                                        5                                                                      5                                                           10                                                  10


                                          
     Warranty charge (11)                                                                                                                    8                                                            8                                                   8


                                            Antitrust reserve change in
                                             estimate (12)                                                  (9)                                                                                                                               (9)                                                (9)


                                          
     Brazil tax credit (13)                                          (9)                                                                   (7)                         (6)                            (22)                                               (22)


                                            Out of period adjustment (14)                                                                                                                                       5                                5                                                   5


                                            Impairment of assets held for sale                                                                                                      8                                                            8                                                   8





     Adjusted EBITDA                                                      $465                             $343                            $337                                    $123                       $1,268                           $(140)            (16)     $1,128







                                                                                                                                                      
              YTD 2018*



                                                                                
           Global Segments



                                                                                  
            Clean Air             
       Motorparts                     
              Ride                       
              Total          
             Corporate               
       Total
                                                                                                                                                      Performance



      Net income attributable to Tenneco
       Inc.                                                                                                                                                                                                                                  $164




      Net income attributable to
       noncontrolling interests                                                                                                                                                                                                                39






     Net income                                                                                                                                                                                                                              203





     Income tax expense                                                                                                                                                                                                                       73





     Interest expense                                                                                                                                                                                                                         69





      EBIT, Earnings before interest
       expense, income taxes and
       noncontrolling interests                                            $329                             $138                              $7                                    $474                       $(129)                            $345




      Depreciation and amortization                                         114                               15                              51                                     180                                                          180





      Total EBITDA including
       noncontrolling interests (3)                                        $443                             $153                             $58                                    $654                       $(129)                            $525





                                            Restructuring and related expenses                               13                               5                                      27                           45                                                          45


                                            Cost reduction initiatives (5)                                                                                                         10                           10                                                          10


                                          
     Acquisition costs (6)                                                                                                                                                                              43                          43


                                            Costs to achieve synergies (7)                                    6                               1                                       1                            8                                5                          13


                                          
     Warranty charge (11)                                                                                                                    5                            5                                                           5


                                            Environmental charge (15)                                                                                                                                                                           4                           4


                                            Litigation settlement accrual                                                                                                           9                            9                                1                          10





     Adjusted EBITDA                                                      $462                             $159                            $110                                    $731                        $(76)                            $655



      * Financial results for 2018 have been revised for certain immaterial adjustments, which will be further
       discussed in Tenneco's Form 10-Q for the quarter ended September 30, 2019.





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




                   (2)Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect
                    the results in a manner that allows a better understanding of the results of operational activities
                    separate from the financial impact of decisions made for the long-term benefit of the company and other
                    items impacting comparability between the periods.  Adjustments similar to the ones reflected above have
                    been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be
                    recorded in future periods.  Using only the non-GAAP earnings measures to analyze earnings would have
                    material limitations because its calculation is based on the subjective determinations of management
                    regarding the nature and classification of events and circumstances that investors may find material.
                    Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures
                    reflected above to understand and analyze the results of the business.  The company believes investors
                    find the non-GAAP information helpful in understanding the ongoing performance of operations separate




                   (3) EBITDA including noncontrolling interests represents income before interest expense, income taxes,
                    noncontrolling interests and depreciation and amortization.  EBITDA including noncontrolling interests
                    is not a calculation based upon GAAP.  The amounts included in the EBITDA including noncontrolling
                    interests calculation, however, are derived from amounts included in the historical statements of income
                    data.  In addition, EBITDA including noncontrolling interests should not be considered as an alternative
                    to net income attributable to Tenneco Inc. or operating income as an indicator of the company's
                    operating performance, or as an alternative to operating cash flows as a measure of liquidity.  Tenneco
                    has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including
                    noncontrolling interests as a measure of the company's performance.  In addition, Tenneco believes its
                    investors utilize and analyze the company's EBITDA including noncontrolling interests for similar
                    purposes.  Tenneco also believes EBITDA including noncontrolling interests assists investors in




                   (4)YTD 2019 includes $9 million of accelerated depreciation related to plant closures.





     
                (5)Costs related to cost reduction initiatives.





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





     
                (7)Costs to achieve synergies related to Federal-Mogul acquisition.




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





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





     
                (10)Charge due to process harmonization.




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





     
                (12)Reduction in estimated antitrust accrual.





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





     
                (14)Inventory losses attributable to prior periods.




                   (15)Environmental charge related to an acquired site whereby an indemnification reverted back to the
                    Company resulting from a 2009 bankruptcy filing of Mark IV Industries.




                   (16)Corporate costs for each division are $64 million for New Tenneco and $76 million for DRiV.


                                                                                                                                                              
       ATTACHMENT 2


                                                                        
              TENNECO INC.


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


                                                                   
              
                Unaudited

                                                                            ---

                                                                   
              (Millions)




                                           
           Q3 2019



                                                                                                                                     
          Currency            
            Value-add


                                                                                                                                    
          Impact on            
            Revenues


                                                              
              Substrate                     
              Value-add         
          Value-add            
            excluding


                                  
     Revenues                    
              Sales                       
              Revenues           
          Revenues            
            Currency





      
              Clean Air                  $1,772                                  $775                                       $997                     $(20)                        $1,017


      
              Powertrain                  1,082                                                                           1,082                                                   1,082


      
              Motorparts                    794                                                                             794                       (7)                           801


      
              Ride Performance              671                                                                             671                      (14)                           685





     Total Tenneco Inc.                 $4,319                                  $775                                     $3,544                     $(41)                        $3,585





                                           
           Q3 2018*



                                                                                                                                     
          Currency            
            Value-add


                                                                                                                                    
          Impact on            
            Revenues


                                                              
              Substrate                     
              Value-add         
          Value-add            
            excluding


                                  
     Revenues                    
              Sales                       
              Revenues           
          Revenues            
            Currency





      
              Clean Air                  $1,602                                  $596                                     $1,006      
           $          -                        $1,006


      
              Motorparts                    308                                                                             308                                                     308


      
              Ride Performance              461                                                                             461                                                     461





     Total Tenneco Inc.                 $2,371                                  $596                                     $1,775       
          $          -                        $1,775



     * Financial results for 2018 have been revised for
      certain immaterial adjustments, which will be further
      discussed in Tenneco's Form 10-Q for the quarter
      ended September 30, 2019.




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




                  (2) Tenneco presents the above reconciliation of
                   revenues in order to reflect value-add revenues
                   separately from the effects of doing business in
                   currencies other than the U.S. dollar.  Additionally,
                   substrate sales include precious metals pricing,
                   which may be volatile.  Substrate sales occur when,
                   at the direction of its OE customers, Tenneco
                   purchases catalytic converters or components thereof
                   from suppliers, uses them in its manufacturing
                   processes and sells them as part of the completed
                   system. While Tenneco original equipment customers


                                                                                                                                                                
       ATTACHMENT 2


                                                                       
              TENNECO INC.


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


                                                                  
              
                Unaudited

                                                                           ---

                                                                  
              (Millions)




                                           
            YTD 2019



                                                                                                                                      
          Currency             
            Value-add


                                                                                                                                     
          Impact on             
            Revenues


                                                               
              Substrate                     
              Value-add         
          Value-add             
            excluding


                                  
     Revenues                     
              Sales                       
              Revenues           
          Revenues             
            Currency





      
              Clean Air                  $5,378                                 $2,258                                     $3,120                     $(102)                        $3,222


      
              Powertrain                  3,390                                                                            3,390                                                    3,390


      
              Motorparts                  2,426                                                                            2,426                       (33)                         2,459


      
              Ride Performance            2,113                                                                            2,113                       (65)                         2,178





     Total Tenneco Inc.                $13,307                                 $2,258                                    $11,049                     $(200)                       $11,249





                                          
            YTD 2018*



                                                                                                                                      
          Currency             
            Value-add


                                                                                                                                     
          Impact on             
            Revenues


                                                               
              Substrate                     
              Value-add         
          Value-add             
            excluding


                                  
     Revenues                     
              Sales                       
              Revenues           
          Revenues             
            Currency





      
              Clean Air                  $5,052                                 $1,869                                     $3,183      
           $           -                        $3,183


      
              Motorparts                    953                                                                              953                                                      953


      
              Ride Performance            1,480                                                                            1,480                                                    1,480





     Total Tenneco Inc.                 $7,485                                 $1,869                                     $5,616       
          $           -                        $5,616



     * Financial results for 2018 have been revised for
      certain immaterial adjustments, which will be further
      discussed in Tenneco's Form 10-Q for the quarter
      ended September 30, 2019.




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




                  (2) Tenneco presents the above reconciliation of
                   revenues in order to reflect value-add revenues
                   separately from the effects of doing business in
                   currencies other than the U.S. dollar.  Additionally,
                   substrate sales include precious metals pricing,
                   which may be volatile.  Substrate sales occur when,
                   at the direction of its OE customers, Tenneco
                   purchases catalytic converters or components thereof
                   from suppliers, uses them in its manufacturing
                   processes and sells them as part of the completed
                   system. While Tenneco original equipment customers


                                                                                                                                                     
     ATTACHMENT 2


                                                                          
              TENNECO INC.


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


                                                                     
              
                Unaudited

                                                                                  ---

                                                                 
              (Millions except percents)




                                      Q3 2019 vs. Q3 2018 $ Change and % Change Increase (Decrease)



                                       
              Revenues                               
              % Change               
          Value-add              
              % Change
                                                                                                                             Revenues
                                                                                                                             Excluding
                                                                                                                             Currency





                         Clean Air                               $170                                         11%                                $11                            1%


                         Powertrain                             1,082                               
              NM                              1,082                 
              NM


                         Motorparts                               486                                        158%                                493                          160%


                         Ride
                          Performance                             210                                         46%                                224                           49%



     Total Tenneco Inc.                                     $1,948                                         82%                             $1,810                          102%









                                      YTD Q3 2019 vs. YTD Q3 2018 $ Change and % Change Increase
                                                      (Decrease)



                                       
              Revenues                               
              % Change               
          Value-add              
              % Change
                                                                                                                             Revenues
                                                                                                                             Excluding
                                                                                                                             Currency





                         Clean Air                               $326                                          6%                                $39                            1%


                         Powertrain                             3,390                               
              NM                              3,390                 
              NM


                         Motorparts                             1,473                                        155%                              1,506                          158%


                         Ride
                          Performance                             633                                         43%                                698                           47%



     Total Tenneco Inc.                                     $5,822                                         78%                             $5,633                          100%



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


                                                                                                                                                                                                                     
              ATTACHMENT 2


                                                                                                                       
              TENNECO INC.


                                                                                                           
              RECONCILIATION OF NON-GAAP MEASURES


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


                                                                                                          
              
                Unaudited

                                                                                                                         ---

                                                                                                         
              (Millions except ratios)




                                                                                                                                                          
              September 30, 2019                          
       December 31, 2018






       Total debt                                                                                                                                                                      $5,569                                            $5,493




        Total cash, cash equivalents and
         restricted cash (total cash)                                                                                                                                                      395                                               702




        Debt net of total cash balances (1)                                                                                                                                             $5,174                                            $4,791






        Pro forma Adjusted LTM EBITDA
         including noncontrolling
         interests(2) (3) (5)                                                                                                                                                           $1,535                                            $1,627




        Pro forma ratio of debt net of
         total cash balances to Pro forma
         Adjusted LTM EBITDA including
         noncontrolling interests (4) (5)                                                                                                                                       
             3.4x                                 
               2.9x










                                                     
              Q1 18*    
      Q2 18*    
      Q3 18*                 
              Q4 18                                
              Q1 19                  
     Q2 19         
           Q3 19





        Net income (loss) attributable to
         Tenneco Inc.                                               $60            $47          $57                              $(109)                                                    $(117)          $26                                  $70




        Net income (loss) attributable to
         noncontrolling interests                                    14             16            9                                  17                                                         12            19                                    8






       Net income (loss)                                            74             63           66                                (92)                                                     (105)           45                                   78




        Income tax expense (benefit)                                 25             26           22                                (10)                                                                     14                                  (9)





       Interest expense                                             23             22           24                                  79                                                         81            82                                   79





        EBIT, Earnings (Loss) before
         interest expense, income taxes and
         noncontrolling interests                                   122            111          112                                (23)                                                      (24)          141                                  148




        Depreciation and amortization                                60             60           60                                 165                                                        169           169                                  165





        Total EBITDA including
         noncontrolling interests (2)                              $182           $171         $172                                $142                                                       $145          $310                                 $313






       Adjustments:


        Restructuring and related expenses                           12             21           12                                  17                                                         17            57                                   28


        Cost reduction initiatives (6)                                             10                                               8                                                          8             2                                    6


        Acquisition and separation costs(7)                          13             18           12                                  53                                                         40            27                                   30



       Warranty charge (8)                                           5                                                                                                                                    7                                    1


        Costs to achieve synergies(9)                                               9            4                                  49                                                          7             7                                    7


        Purchase accounting charges (10)                                                                                         106                                                         41             3                                   11


        Goodwill impairment charge (11)                                                                                            3                                                         60                                                 9


        Process harmonization (12)                                                                                                                                                           9             1


        Anti-dumping duty charge (13)                                                                                             16


        Antitrust reserve change in
         estimate (14)                                                                                                                                                                                                                      (9)



       Brazil tax credit (15)                                                                                                                                                                                                             (22)


        Out of period adjustment (16)                                                                                                                                                                                                         5


        Impairment of assets held for sale                                                                                                                                                                                                    8


        Environmental charge (17)                                                   4


        Litigation settlement accrual                                                          10


        Loss on debt modification (18)                                                                                            10



       Pension charges (19)                                                                                                       3




        Total Adjusted EBITDA including
         noncontrolling interests (3)                              $212           $233         $210                                $407                                                       $327          $414                                 $387








       Legacy Federal-Mogul Reconciliation of Non-GAAP earnings measures

    ---

                                                     
              Q1 18      
      Q2 18    
      Q3 18





        Net income attributable to Federal-
         Mogul                                                      $26            $25          $35




        Net income attributable to
         noncontrolling interests                                     3              3            1






       Net income                                                   29             28           36





       Income tax expense                                           15             13           16





       Interest expense                                             48             52           49





        EBIT, Earnings before interest
         expense, income taxes and
         noncontrolling interests                                    92             93          101




        Depreciation and amortization                               100             96           99





        Total EBITDA including
         noncontrolling interests (2)                              $192           $189         $200






       Adjustments:


        Restructuring charges and asset
         impairments, net                                                                      15


        Purchase price contingency                                    5


        Transaction related costs                                     1             13


        Cost to exit a multiemployer
         pension plan                                                               5


        Gain (loss) on sale of assets                                                        (65)


        Charge for extinguishment of
         dissenting shareholders shares                                                         5



       Other                                                         2              2            1




        Total Adjusted EBITDA including
         noncontrolling interests (3)                              $200           $209         $156





                                                     
              Q1 18*    
      Q2 18*    
      Q3 18*                 
              Q4 18                                
              Q1 19                  
     Q2 19         
           Q3 19



        Pro forma Adjusted EBITDA including
         noncontrolling interests(2) (3)
         (5)                                                      $412           $442         $366                                $407                                                       $327          $414                                 $387


        Q4 2018 Pro forma Adjusted LTM
         EBITDA including noncontrolling
         interests(2) (3) (5)                                                                                                 $1,627


        Q3 2019 Pro forma Adjusted LTM
         EBITDA including noncontrolling
         interests(2) (3) (5)                                                                                                                                                                                                            $1,535



      * Financial results for the first three quarters of 2018 have been revised for
       certain immaterial adjustments as discussed in Tenneco's Form 10-K for the
       year ended December 31, 2018.




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




                   (2) EBITDA including noncontrolling interests represents income before
                    interest expense, income taxes, noncontrolling interests and depreciation and
                    amortization.  EBITDA including noncontrolling interests is not a calculation
                    based upon GAAP.  The amounts included in the EBITDA including noncontrolling
                    interests calculation, however, are derived from amounts included in the
                    historical statements of income data.  In addition, EBITDA including
                    noncontrolling interests should not be considered as an alternative to net
                    income (loss) attributable to Tenneco Inc. or operating income as an
                    indicator of the company's operating performance, or as an alternative to
                    operating cash flows as a measure of liquidity.  Tenneco has presented EBITDA
                    including noncontrolling interests because it regularly reviews EBITDA




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




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




                   (5) Tenneco is providing Pro Forma Adjusted LTM EBITDA and the ratio of debt
                    net of cash balances to Pro Forma Adjusted LTM EBITDA to show the company's
                    Adjusted LTM EBITDA as if Federal-Mogul had been consolidated with Tenneco
                    for the entirety of 2018 and LTM Q3 2019 (and the resultant impact on the net
                    debt ratio).  Tenneco believes this supplemental information is useful to
                    investors who are trying to understand the results of the entire enterprise,
                    including Federal-Mogul, for 2018 and 2019 and the ability of the company to
                    service its debt.





     
                (6)Costs related to cost reduction initiatives.




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




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




                   (9)Costs to achieve synergies related to Federal-Mogul acquisition.




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




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





     
                (12)Charge due to process harmonization.




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





     
                (14)Reduction in estimated antitrust accrual.




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





     
                (16)Inventory losses attributable to prior periods.




                   (17)Environmental charge related to an acquired site whereby an
                    indemnification reverted back to the Company resulting from a 2009 bankruptcy
                    filing of Mark IV Industries.





     
                (18)Loss on debt modification.




                   (19)Charges related to pension derisking and the acceleration of restricted
                    stock vesting in accordance with the long-term incentive plan.


                                                                                                                                                      
       ATTACHMENT 2


                                                                        
              TENNECO INC.


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


                                                                   
              
                Unaudited

                                                                             ---

                                                                    
              (Millions)


                                            
      Q3 2019



                             
     Revenues              
            Currency                      
              Revenues            
       Substrate Sales          
            Value-add
                                                                                                 Excluding                   Excluding                      Revenues
                                                                                                  Currency                   Currency                       Excluding
                                                                                                                                                            Currency





     Original equipment
      light vehicle revenues         $2,742                          $(42)                                    $2,784                             $688                      $2,096


     Original equipment
      commercial truck, off-
      highway, industrial
      and other revenues                783                            (6)                                       789                              101                         688


     Aftermarket revenues               794                            (7)                                       801                                                         801



     Net sales and operating
      revenues                       $4,319                          $(55)                                    $4,374                             $789                      $3,585







                                            
      Q3 2018*

                                                                            ---

                             
     Revenues              
            Currency                      
              Revenues            
       Substrate Sales          
            Value-add
                                                                                                 Excluding                   Excluding                      Revenues
                                                                                                  Currency                   Currency                       Excluding
                                                                                                                                                            Currency





     Original equipment
      light vehicle revenues         $1,723            
            $        -                                    $1,723                             $498                      $1,225


     Original equipment
      commercial truck, off-
      highway, industrial
      and other revenues                340                                                                      340                               98                         242


     Aftermarket revenues               308                                                                      308                                                         308



     Net sales and operating
      revenues                       $2,371            
            $        -                                    $2,371                             $596                      $1,775









                                            
      YTD 2019

                                                                            ---

                             
     Revenues              
            Currency                      
              Revenues            
       Substrate Sales          
            Value-add
                                                                                                 Excluding                   Excluding                      Revenues
                                                                                                  Currency                   Currency                       Excluding
                                                                                                                                                            Currency





     Original equipment
      light vehicle revenues         $8,366                         $(183)                                    $8,549                           $1,981                      $6,568


     Original equipment
      commercial truck, off-
      highway, industrial
      and other revenues              2,515                           (40)                                     2,555                              333                       2,222


     Aftermarket revenues             2,426                           (33)                                     2,459                                                       2,459



     Net sales and operating
      revenues                      $13,307                         $(256)                                   $13,563                           $2,314                     $11,249







                                           
      YTD 2018*

                                                                            ---

                             
     Revenues              
            Currency                      
              Revenues            
       Substrate Sales          
            Value-add
                                                                                                 Excluding                   Excluding                      Revenues
                                                                                                  Currency                   Currency                       Excluding
                                                                                                                                                            Currency





     Original equipment
      light vehicle revenues         $5,457            
            $        -                                    $5,457                           $1,561                      $3,896


     Original equipment
      commercial truck, off-
      highway, industrial
      and other revenues              1,075                                                                    1,075                              308                         767


     Aftermarket revenues               953                                                                      953                                                         953



     Net sales and operating
      revenues                       $7,485            
            $        -                                    $7,485                           $1,869                      $5,616



     * Financial results for 2018 have been revised for
      certain immaterial adjustments, which will be further
      discussed in Tenneco's Form 10-Q for the quarter
      ended September 30, 2019.




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




                  (2) Tenneco presents the above reconciliation of
                   revenues in order to reflect value-add revenues
                   separately from the effects of doing business in
                   currencies other than the U.S. dollar.  Additionally,
                   substrate sales include precious metals pricing,
                   which may be volatile.  Substrate sales occur when,
                   at the direction of its OE customers, Tenneco
                   purchases catalytic converters or components thereof
                   from suppliers, uses them in its manufacturing
                   processes and sells them as part of the completed
                   system. While Tenneco original equipment customers


                                                                                                                                                                                                                                    
              ATTACHMENT 2


                                                                                                                 
              TENNECO INC.


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


                                                                                                            
              
                Unaudited

                                                                                                                   ---

                                                                                                  
              (Millions except percents)








                                       
              Q3 2019



                             
              Global Segments



                  
       Clean Air                        
       Powertrain         
             Motorparts                                
              Ride                                 
         Total           
         Corporate           
       Total
                                                                                                                                  Performance



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




     Less:
      Substrate
      sales                    775                                                                                                                                                               775                                          775




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





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




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


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




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




      Adjusted
       EBITDA as
       a % of
       revenue                8.9%                                   10.1%                         15.2%                                               6.3%                                    9.9%                                        9.0%


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






                                       
              Q3 2018*



                    
       Global Segments



                  
       Clean Air                        
       Motorparts           
              Ride                                   
              Total                              
         Corporate           
         Total
                                                                                Performance



     Net sales
      and
      operating
      revenues              $1,602                                     $308                           $461                                              $2,371                      
           $         -                   $2,371




     Less:
      Substrate
      sales                    596                                                                                                                       596                                                               596




     Value-add
      revenues              $1,006                                     $308                           $461                                              $1,775                      
           $         -                   $1,775





      EBITDA                  $144                                      $53                            $14                                                $211                                    $(39)                     $172




      EBITDA as a
       % of
       revenue                9.0%                                   17.2%                          3.0%                                               8.9%                                                             7.3%


      EBITDA as a
       % of
       value-add
       revenue               14.3%                                   17.2%                          3.0%                                              11.9%                                                             9.7%




      Adjusted
       EBITDA                 $145                                      $54                            $34                                                $233                                    $(23)                     $210




      Adjusted
       EBITDA as
       a % of
       revenue                9.1%                                   17.5%                          7.4%                                               9.8%                                                             8.9%


      Adjusted
       EBITDA as
       a % of
       value-add
       revenue               14.4%                                   17.5%                          7.4%                                              13.1%                                                            11.8%



      * Financial results for 2018 have been revised for certain immaterial adjustments, which will be further
       discussed in Tenneco's Form 10-Q for the quarter ended September 30, 2019.





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




                   (2) Tenneco presents the above reconciliation of revenues in order to reflect EBITDA and adjusted EBITDA
                    as a percent of both total revenues and value-add revenues.  Substrate sales include precious metals
                    pricing, which may be volatile.  Substrate sales occur when, at the direction of its OE customers,
                    Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its
                    manufacturing processes and sells them as part of the completed system. While Tenneco original equipment
                    customers assume the risk of this volatility, it impacts reported revenue.  Excluding substrate sales
                    removes this impact.  Further, presenting EBITDA and adjusted EBITDA as a percent of value-add revenue
                    assists investors in evaluating the company's operational performance without the impact of such
                    substrate sales.


                                                                                                                                                                                                                                  
              ATTACHMENT 2


                                                                                                                  
              TENNECO INC.


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


                                                                                                             
              
                Unaudited

                                                                                                                   ---

                                                                                                  
              (Millions except percents)








                                                 
         YTD 2019



                                             
         Global Segments



                            
       Clean Air                   
          Powertrain       
              Motorparts                                 
              Ride                           
         Total          
         Corporate        
       Total
                                                                                                                                            Performance



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




      Less: Substrate sales          2,258                                                                                                                                                      2,258                                    2,258




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






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




       EBITDA as a % of
        revenue                       8.4%                                  8.9%                         11.0%                                               0.0%                               7.7%                                    5.8%


       EBITDA as a % of
        value-add revenue            14.5%                                  8.9%                         11.0%                                               0.0%                               9.3%                                    7.0%




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




       Adjusted EBITDA as a
        % of revenue                  8.6%                                 10.1%                         13.9%                                               5.8%                               9.5%                                    8.5%


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






                                                
         YTD 2018*



                              
       Global Segments



                            
       Clean Air                   
          Motorparts          
              Ride                                    
              Total                        
         Corporate          
         Total
                                                                                         Performance



      Net sales and
       operating revenues           $5,052                                   $953                         $1,480                                              $7,485                  
          $         -                $7,485




      Less: Substrate sales          1,869                                                                                                                   1,869                                                     1,869




      Value-add revenues            $3,183                                   $953                         $1,480                                              $5,616                  
          $         -                $5,616






      EBITDA                         $443                                   $153                            $58                                                $654                              $(129)                  $525




       EBITDA as a % of
        revenue                       8.8%                                 16.1%                          3.9%                                               8.7%                                                     7.0%


       EBITDA as a % of
        value-add revenue            13.9%                                 16.1%                          3.9%                                              11.6%                                                     9.3%




       Adjusted EBITDA                $462                                   $159                           $110                                                $731                               $(76)                  $655




       Adjusted EBITDA as a
        % of revenue                  9.1%                                 16.7%                          7.4%                                               9.8%                                                     8.8%


       Adjusted EBITDA as a
        % of value-add
        revenue                      14.5%                                 16.7%                          7.4%                                              13.0%                                                    11.7%



      * Financial results for 2018 have been revised for certain immaterial adjustments, which will be further
       discussed in Tenneco's Form 10-Q for the quarter ended September 30, 2019.





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




                   (2) Tenneco presents the above reconciliation of revenues in order to reflect EBITDA and adjusted EBITDA
                    as a percent of both total revenues and value-add revenues.  Substrate sales include precious metals
                    pricing, which may be volatile.  Substrate sales occur when, at the direction of its OE customers,
                    Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its
                    manufacturing processes and sells them as part of the completed system. While Tenneco original equipment
                    customers assume the risk of this volatility, it impacts reported revenue.  Excluding substrate sales
                    removes this impact.  Further, presenting EBITDA and adjusted EBITDA as a percent of value-add revenue
                    assists investors in evaluating the company's operational performance without the impact of such
                    substrate sales.


                                                                                                                                                                                                                                                                                                                               
       ATTACHMENT 2


                                                                                                                                                             
              TENNECO INC.


                                                                                                 
       RECONCILIATION OF GAAP(1)REVENUE TO NON-GAAP REVENUE MEASURES(2)- Original equipment commercial truck, off-highway, industrial and other revenues


                                                                                                                                                        
              
                Unaudited

                                                                                                                                                          ---

                                                                                                                                                 
              (Millions)




                                                                                                                       2019

                                                                                                                  ---

                                    
           Q1                           
       Q2                      
              Q3                                                     
              YTD



                                                     
       Substrate         
        Value-add                                                
              Substrate                   
              Value-add                                                   
       Substrate        
     Value-add                              
       Substrate            
     Value-add


                                  
       Revenues         
       Sales           
        Revenues           
              Revenues                     
              Sales                     
              Revenues                    
              Revenues               
       Sales          
     Revenues          
     Revenues             
       Sales              
     Revenues



      
              Clean Air                      $319                $115                    $204                           $300                                   $110                                    $190                                    $271                  $99                $172                 $890                  $324                     $566




      
              Powertrain                      426                                        426                            401                                                                           401                                     385                                     385                1,212                                         1,212




      
              Ride Performance                150                                        150                            136                                                                           136                                     127                                     127                  413                                           413





      Total Tenneco Inc.                    $895                $115                    $780                           $837                                   $110                                    $727                                    $783                  $99                $684               $2,515                  $324                   $2,191





                                                                                                                       2018

                                                                                                                  ---

                                    
           Q1                           
       Q2                      
              Q3                                                     
              YTD



                                                     
       Substrate         
        Value-add                                                
              Substrate                   
              Value-add                                                   
       Substrate        
     Value-add                              
       Substrate            
     Value-add


                                  
       Revenues         
       Sales           
        Revenues           
              Revenues                     
              Sales                     
              Revenues                    
              Revenues               
       Sales          
     Revenues          
     Revenues             
       Sales              
     Revenues



      
              Clean Air                      $307                $109                    $198                           $290                                   $101                                    $189                                    $273                  $98                $175                 $870                  $308                     $562




      
              Ride Performance                 69                                         69                             69                                                                            69                                      67                                      67                  205                                           205





      Total Tenneco Inc.                    $376                $109                    $267                           $359                                   $101                                    $258                                    $340                  $98                $242               $1,075                  $308                     $767




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




        (2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales which include
         precious metals pricing, which may be volatile.  Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic
         converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While
         Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue.  Excluding substrate sales removes this impact.
         Tenneco uses this information to analyze the trend in revenues before these factors.  Tenneco believes investors find this information useful in
         understanding period to period comparisons in the company's revenues.


                                                                                                                                                                                                                                                                                                                                                                
             ATTACHMENT 2


                                                                                                                                                                                              
              TENNECO INC.


                                                                                                                                                     
        RECONCILIATION OF GAAP(1) REVENUE TO PRO FORMA(2) REVENUE AND NON-GAAP EARNINGS MEASURES - 2018 Quarterly


                                                                                                                                                                                         
              
                Unaudited

                                                                                                                                                                                                        ---

                                                                                                                                                                                       
              (Millions except percents)




                                                                                                                                                               
              Q1 2018

                                                                                                                                                                                                                                                                       ---



                                                                                                              
      Pro forma New Tenneco                                             
              Pro forma DRiV



                                                                                       
     Clean Air           
      Powertrain                           
        Corporate -                                      
              New                
              Motorparts                 
              Ride              
        Corporate -        
      DRiV                
       Other/Elim                      
           Total Pro
                                                                                                                                                         New                                                   Tenneco                                                           Performance                   DRiV                                                                                 forma
                                                                                                                                                       Tenneco
                                                                                                                                                                                                                                                                                                                                                                                                
           Tenneco






     Net sales and operating revenues                                          $1,756                $1,260                          
     $          -                                                $3,016                           $903                                   $761               
     $           -                  $1,664        
       $          -                              $4,680



     Less: Substrate sales                                                        652                                                                                                                652                                                                                                                                                                                  652



     Value-add revenues (3)                                                                       1,104                                   1,260                                                                                2,364                                    903                           761                                           1,664                                                             4,028




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                     119                                      60                                                                                  179                                     96                          (18)                                             78                                 (51)                          206



     Depreciation and amortization                                                                   37                                      61                                                                                   98                                     24                            38                                              62                                                               160


      Total EBITDA including noncontrolling
       interests(4)                                                                                  156                                     121                                                                                  277                                    120                            20                                             140                                 (51)                          366


      Financing charges on sale of receivables
       reclass                                                                       1                     1                                       1                                                      3                              5                                                                                           5                                                           8



     Segment change impact                                                                            2                                      12                                                   (16)                           (2)                                  (19)                           17                     (32)                   (34)                                  36


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                     159                                     134                                                   (15)                           278                                    106                            37                     (32)                    111                                 (15)                          374





     Adjustments:


                                                  Restructuring and related expenses                      1                                                                                                                           1                                      2                             7                                               9                                                                10


                                                
     Cost reduction initiatives                                                                                                                                                                                                                            2                                               2                                                                 2


                                                  Acquisition and separation costs                                                                                                                                                                                                                                                                                                        13                            13


                                                
     Warranty charge                                                                                                                                                                                                                                       5                                               5                                                                 5


                                                
     Purchase price contingency                                                                     5                                                                                    5                                                                                                                                                                                   5


                                                
     Transaction related costs                                                                                                                                                                                                                                                                                                                1                             1


                                                
     Other                                                                                          1                                                                                    1                                                                                                                                                      1                             2





     Adjusted EBITDA(5)                                                          $160                  $140                                   $(15)                                                  $285                           $108                                    $51                         $(32)                    $127      
       $            -                                $412





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                  14.5%                                  11.1%                                                                               12.1%                                 12.0%                         6.7%                                           7.6%                                                            10.2%




                                                                                                                                                               
              Q2 2018

                                                                                                                                                                                                                                                                       ---



                                                                                                              
      Pro forma New Tenneco                                             
              Pro forma DRiV



                                                                                       
     Clean Air           
      Powertrain                           
        Corporate -                                      
              New                
              Motorparts                 
              Ride              
        Corporate -        
      DRiV                
       Other/Elim                      
           Total Pro
                                                                                                                                                         New                                                   Tenneco                                                           Performance                   DRiV                                                                                 forma
                                                                                                                                                       Tenneco                                                                                                                                                                                                                                     Tenneco






     Net sales and operating revenues                                          $1,694                $1,243                          
     $          -                                                $2,937                           $930                                   $753               
     $           -                  $1,683        
       $          -                              $4,620



     Less: Substrate sales                                                        621                                                                                                                621                                                                                                                                                                                  621



     Value-add revenues (3)                                                                       1,073                                   1,243                                                                                2,316                                    930                           753                                           1,683                                                             3,999




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                     103                                      70                                                                                  173                                    109                          (19)                                             90                                 (65)                          198



     Depreciation and amortization                                                                   39                                      61                                                                                  100                                     21                            34                                              55                                    1                           156


      Total EBITDA including noncontrolling
       interests(4)                                                                                  142                                     131                                                                                  273                                    130                            15                                             145                                 (64)                          354


      Financing charges on sale of receivables
       reclass                                                                                                                                   1                                                      1                              5                                                                                           5                                                           6



     Segment change impact                                                          3                    13                                    (16)                                                                                (17)                                    14                          (24)                    (27)                     27


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                     145                                     144                                                   (15)                           274                                    118                            29                     (24)                    123                                 (37)                          360





     Adjustments:


                                                  Restructuring and related expenses                     11                                       1                                                                                   12                                      1                            10                                              11                                                                23


                                                
     Cost reduction initiatives                                                                                                                                                                                                                            8                                               8                                                                 8


                                                  Acquisition and separation costs                                                                                                                                                                                                                                                                                                        18                            18


                                                
     Costs to achieve synergies                              6                                                                                                                           6                                      1                                                                            1                                    2                             9


                                                
     Environmental charge                                                                                                                                                                                                                                                                                                                     4                             4


                                                
     Transaction related costs                                                                                                                                                                                                                                                                                                               13                            13


                                                  Cost to exit a multiemployer pension
                                                   plan                                                                                          5                                                                                    5                                                                                                                                                                                   5


                                                
     Other                                                                                        (2)                                                                                 (2)                                     5                           (1)                                              4                                                                 2





     Adjusted EBITDA(5)                                                          $162                  $148                                   $(15)                                                  $295                           $125                                    $46                         $(24)                    $147      
       $            -                                $442





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                  15.1%                                  11.9%                                                                               12.7%                                 13.4%                         6.1%                                           8.7%                                                            11.1%




                                                                                                                                                               
              Q3 2018

                                                                                                                                                                                                                                                                       ---



                                                                                                              
      Pro forma New Tenneco                                             
              Pro forma DRiV



                                                                                       
     Clean Air           
      Powertrain                           
        Corporate -                                      
              New                
              Motorparts                 
              Ride              
        Corporate -        
      DRiV                
       Other/Elim                      
           Total Pro
                                                                                                                                                         New                                                   Tenneco                                                           Performance                   DRiV                                                                                 forma
                                                                                                                                                       Tenneco                                                                                                                                                                                                                                     Tenneco






     Net sales and operating revenues                                          $1,602                $1,122                          
     $          -                                                $2,724                           $867                                   $690               
     $           -                  $1,557        
       $          -                              $4,281



     Less: Substrate sales                                                        596                                                                                                                596                                                                                                                                                                                  596



     Value-add revenues (3)                                                                       1,006                                   1,122                                                                                2,128                                    867                           690                                           1,557                                                             3,685




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                     105                                      21                                                                                  126                                    102                            28                                             130                                 (51)                          205



     Depreciation and amortization                                                                   38                                      62                                                                                  100                                     22                            35                                              57                                    2                           159


      Total EBITDA including noncontrolling
       interests(4)                                                                                  143                                      83                                                                                  226                                    124                            63                                             187                                 (49)                          364


      Financing charges on sale of receivables
       reclass                                                                       1                     1                                       1                                                      3                              5                                                                                           5                                                           8



     Segment change impact                                                                            4                                      13                                                   (18)                           (1)                                  (16)                           16                     (28)                   (28)                                  29


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                     148                                      97                                                   (17)                           228                                    113                            79                     (28)                    164                                 (20)                          372





     Adjustments:


                                                  Restructuring and related expenses                      1                                       8                                                                                    9                                      8                            10                                              18                                                                27


                                                  Acquisition and separation costs                                                                                                                                                                                                                                                                                                        12                            12


                                                
     Costs to achieve synergies                                                                                                                                                                                                                            1                                               1                                    3                             4


                                                  Litigation settlement accrual                                                                                                                                                                                                                         9                                               9                                    1                            10


                                                  Gain (loss) on sale of assets                                                                                                                                                                                                                      (65)                                           (65)                                                             (65)


                                                  Charge for extinguishment of
                                                   dissenting shareholders shares                                                                                                                                                                                                                                                                                                          5                             5


                                                
     Other                                                                                          4                                                                                    4                                    (3)                            1                                             (2)                                 (1)                            1





     Adjusted EBITDA(5)                                                          $149                  $109                                   $(17)                                                  $241                           $118                                    $35                         $(28)                    $125      
       $            -                                $366





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                  14.8%                                   9.7%                                                                               11.3%                                 13.6%                         5.1%                                           8.0%                                                             9.9%




                                                                                                                                                               
              Q4 2018

                                                                                                                                                                                                                                                                       ---



                                                                                                              
      Pro forma New Tenneco                                             
              Pro forma DRiV



                                                                                       
     Clean Air           
      Powertrain                           
        Corporate -                                      
              New                
              Motorparts                 
              Ride              
        Corporate -        
      DRiV                
       Other/Elim                      
           Total Pro
                                                                                                                                                         New                                                   Tenneco                                                           Performance                   DRiV                                                                                 forma
                                                                                                                                                       Tenneco                                                                                                                                                                                                                                     Tenneco






     Net sales and operating revenues                                          $1,655                $1,112                          
     $          -                                                $2,767                           $827                                   $684               
     $           -                  $1,511        
       $          -                              $4,278



     Less: Substrate sales                                                        631                                                                                                                631                                                                                                                                                                                  631



     Value-add revenues (3)                                                                       1,024                                   1,112                                                                                2,136                                    827                           684                                           1,511                                                             3,647




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                     116                                      33                                                                                  149                                   (31)                         (47)                                           (78)                               (102)                         (31)



     Depreciation and amortization                                                                   40                                      59                                                                                   99                                     29                            37                                              66                                                               165


      Total EBITDA including noncontrolling
       interests(4)                                                                                  156                                      92                                                                                  248                                    (2)                         (10)                                           (12)                               (102)                          134


      Financing charges on sale of receivables
       reclass                                                                                                                                   1                                                      1                              6                                      1                                                     7                                                           8



     Segment change impact                                                          3                     1                                     (4)                                                                                (17)                                    12                          (19)                    (24)                     24


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                     159                                      93                                                    (3)                           249                                   (13)                            3                     (19)                   (29)                                (78)                          142





     Adjustments:


                                                  Restructuring and related expenses                    (2)                                    (2)                                                                                 (4)                                     2                            19                                              21                                                                17


                                                
     Cost reduction initiatives                                                                                                                                                                                                                                                                                                               8                             8


                                                  Acquisition and separation costs                                                                                                                                                                                                                                                                                                        53                            53


                                                
     Costs to achieve synergies                            (3)                                                                                                                        (3)                                    35                            10                                              45                                    7                            49


                                                  Purchase accounting adjustments                                                               44                                                                                   44                                     57                             5                                              62                                                               106


                                                
     Anti-dumping duty charge                                                                                                                                                                                                16                                                                           16                                                                16


                                                
     Loss on debt modification                                                                                                                                                                                                                                                                                                               10                            10


                                                  Pension charges /Stock vesting                                                                                                                                                                                                                        3                                               3                                                                 3


                                                
     Goodwill impairment charge                                                                                                                                                                                                                            3                                               3                                                                 3





     Adjusted EBITDA(5)                                                          $154                  $135                                    $(3)                                                  $286                            $97                                    $43                         $(19)                    $121      
       $            -                                $407





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                  15.0%                                  12.1%                                                                               13.4%                                 11.7%                         6.3%                                           8.0%                                                            11.2%




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




        (2)   Tenneco presents pro forma revenues and earnings measures to show what the company's performance would have been had Federal-
         Mogul been consolidated with Tenneco for each quarter of 2018.  We believe this supplemental information is useful to investors
         who are trying to understand the results of the entire enterprise, including Federal-Mogul.   The Motorparts segment reflects the
         company's historical Aftermarket segment plus the Motorparts aftermarket business acquired in the Federal-Mogul acquisition.  The
         Ride Performance segment reflects the company's historical Ride Performance segment plus the Motorparts OE business acquired in
         the Federal-Mogul acquisition.




        (3)  Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales.
          Substrate sales include precious metals pricing, which may be volatile.  Substrate sales occur when, at the direction of its OE
          customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes
         and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it
         impacts reported revenue.  Excluding substrate sales removes this impact.  Tenneco uses this information to analyze the trend in
         revenues before these factors.  Tenneco believes investors find this information useful in understanding period to period
         comparisons in the company's revenues.




        (4)   EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests
         and depreciation and amortization.  We have also presented  EBITDA including noncontrolling interests to give effect to the
         reclassification of financing charges on sale of receivables that took place in the first quarter 2019 and to give effective to
         the impact of the segment changes that occurred in the first quarter of 2019. EBITDA including noncontrolling interests is not a
         calculation based upon GAAP.  The amounts included in the EBITDA including noncontrolling interests calculation, however, are
         derived from amounts included in the historical statements of income data.  In addition, EBITDA including noncontrolling interests
         should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator
         of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity.  Tenneco has
         presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a
         measure of the company's performance.  In addition, Tenneco believes its investors utilize and analyze the company's EBITDA
         including noncontrolling interests for similar purposes.  Tenneco also believes EBITDA including noncontrolling interests assists





        (5)"Adjusted EBITDA" is EBITDA including noncontrolling interests (after giving effect to the reclassification and segment change
         described above) and is presented in order to reflect the results in a manner that allows a better understanding of operational
         activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting
         comparability between the periods.  Similar adjustments to EBITDA including noncontrolling interests have been recorded in earlier
         periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. The company believes
         investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that
         may have a disproportionate positive or negative impact on the company's financial results in any particular period.




        (6)  Tenneco presents the above reconciliation in order to reflect Adjusted EBITDA as a percent of both value-add revenues.
         Presenting Adjusted EBITDA as a percent of value-add revenue assists investors in evaluating the company's operational
         performance without the impact of substrate sales, which can be volatile.


                                                                                                                                                                                                                                                                                                                                                                          
             ATTACHMENT 2


                                                                                                                                                                                                           
              TENNECO INC.


                                                                                                                                                            
            RECONCILIATION OF GAAP(1) REVENUE TO PRO FORMA(2) REVENUE AND NON-GAAP EARNINGS MEASURES - 2018 and 2017 Annual


                                                                                                                                                                                                      
              
                Unaudited

                                                                                                                                                                                                                     ---

                                                                                                                                                                                                    
              (Millions except percents)




                                                                                                                                                                                                   
              FY 2018

                                                                                                                                                                                                                                                                                                                ---



                                                                                                                
              Pro forma New Tenneco                                                                                    
              Pro forma DRiV



                                                                                        
     Clean Air           
       Powertrain                              
          Corporate -                                      
              New                 
              Motorparts                  
              Ride              
        Corporate -         
      DRiV                
       Other/Elim                    
           Total Pro
                                                                                                                                                                New                                                   Tenneco                                                             Performance                   DRiV                                                                                forma
                                                                                                                                                              Tenneco                                                                                                                                                                                                                                      Tenneco






     Net sales and operating revenues                                           $6,707                $4,737                    
              $           -                                                 $11,444                          $3,527                                  $2,888               
     $           -                   $6,415        
       $          -                           $17,859



     Less: Substrate sales                                                       2,500                                                                                                                    2,500                                                                                                                                                                                 2,500



     Value-add revenues (3)                                                                        4,207                                       4,737                                                                                   8,944                                   3,527                         2,888                                            6,415                                                          15,359




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                      443                                         184                                                                                     627                                     276                          (56)                                             220                              (269)                          578



     Depreciation and amortization                                                                   154                                         243                                                                                     397                                      96                           144                                              240                                  3                           640


      Total EBITDA including noncontrolling
       interests(4)                                                                                   597                                         427                                                                                   1,024                                     372                            88                                              460                              (266)                        1,218


      Financing charges on sale of receivables
       reclass                                                                                          2                                           2                                                        4                               8                                      21                             1                                               22                                                              30



     Segment change impact                                                                            12                                          39                                                     (54)                            (3)                                   (69)                           59                     (103)                  (113)                               116


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                      611                                         468                                                     (50)                          1,029                                     324                           148                     (103)                    369                              (150)                        1,248





     Adjustments:


                                                Restructuring and related expenses                        11                                           7                                                                                      18                                      13                            46                                               59                                                              77


                                          
         Cost reduction initiatives                                                                                                                                                                                                                                      10                                               10                                  8                            18


                                                Acquisition and separation costs                                                                                                                                                                                                                                                                                                                  96                            96


                                          
         Costs to achieve synergies                                 3                                                                                                                                  3                                      36                            11                                               47                                 12                            62


                                                Purchase accounting adjustments                                                                      44                                                                                      44                                      57                             5                                               62                                                             106


                                          
         Anti-dumping duty charge                                                                                                                                                                                                           16                                                                            16                                                              16


                                          
         Environmental charge                                                                                                                                                                                                                                                                                                                               4                             4


                                          
         Warranty charge                                                                                                                                                                                                                                                  5                                                5                                                               5


                                          
         Litigation settlement accrual                                                                                                                                                                                                                                    9                                                9                                  1                            10


                                          
         Loss on debt modification                                                                                                                                                                                                                                                                                                                         10                            10


                                                Pension charges /Stock vesting                                                                                                                                                                                                                                   3                                                3                                                               3


                                          
         Goodwill impairment charge                                                                                                                                                                                                                                       3                                                3                                                               3


                                          
         Purchase price contingency                                                                            5                                                                                       5                                                                                                                                                                                   5


                                          
         Transaction related costs                                                                                                                                                                                                                                                                                                                         14                            14


                                                Cost to exit a multiemployer pension
                                                 plan                                                                                                 5                                                                                       5                                                                                                                                                                                   5


                                          
         Gain (loss) on sale of assets                                                                                                                                                                                                                                 (65)                                            (65)                                                           (65)


                                                Charge for extinguishment of dissenting
                                                 shareholders shares                                                                                                                                                                                                                                                                                                                               5                             5


                                          
         Other                                                                                                 3                                                                                       3                                       2                                                                             2                                                               5





     Adjusted EBITDA(5)                                                           $625                  $532                                       $(50)                                                  $1,107                            $448                                    $175                        $(103)                     $520      
       $            -                            $1,627





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                   14.9%                                      11.2%                                                                                  12.4%                                  12.7%                         6.1%                                            8.1%                                                          10.6%




                                                                                                                                                                                                   
              FY 2017

                                                                                                                                                                                                                                                                                                                ---



                                                                                                                
              Pro forma New Tenneco                                                                                    
              Pro forma DRiV



                                                                                        
     Clean Air           
       Powertrain                              
          Corporate -                                      
              New                 
              Motorparts                  
              Ride              
        Corporate -         
      DRiV                
       Other/Elim                    
           Total Pro
                                                                                                                                                                New                                                   Tenneco                                                             Performance                   DRiV                                                                                forma
                                                                                                                                                              Tenneco                                                                                                                                                                                                                                      Tenneco






     Net sales and operating revenues                                           $6,216                $4,573                    
              $           -                                                 $10,789                          $3,678                                  $2,686               
     $           -                   $6,364        
       $          -                           $17,153



     Less: Substrate sales                                                       2,187                                                                                                                    2,187                                                                                                                                                                                 2,187



     Value-add revenues (3)                                                                        4,029                                       4,573                                                                                   8,602                                   3,678                         2,686                                            6,364                                                          14,966




      EBIT, Earnings (Loss) before interest
       expense, income taxes and noncontrolling
       interests                                                                                      420                                         234                                                                                     654                                     394                          (42)                                             352                              (272)                          734



     Depreciation and amortization                                                                   142                                         254                                                                                     396                                      92                           132                                              224                                  4                           624


      Total EBITDA including noncontrolling
       interests(4)                                                                                   562                                         488                                                                                   1,050                                     486                            90                                              576                              (268)                        1,358


      Financing charges on sale of receivables
       reclass                                                                                          2                                           2                                                                                       4                                      16                             1                                               17                                                              21



     Segment change impact                                                                             7                                          54                                                     (71)                           (10)                                   (67)                           75                     (114)                  (106)                               116


      Total EBITDA including noncontrolling
       interests after reclass and segment
       change(4)                                                                                      571                                         544                                                     (71)                          1,044                                     435                           166                     (114)                    487                              (152)                        1,379





     Adjustments:


                                                Restructuring and related expenses                        23                                          16                                                                                      39                                      21                            23                                               44                                  1                            84


                                          
         Cost reduction initiatives                                 4                                                                                                                                  4                                       3                            12                                               15                                  3                            22


                                          
         Loss on debt modification                                                                                                                                                                                                                                                                                                                          5                             5


                                                Pension charges /Stock vesting                                                                                                                                                                                                                                                                                                                    13                            13


                                          
         Goodwill impairment charge                                                                           11                                                                                      11                                       4                             7                                               11                                                              22


                                          
         Antitrust settlement accrual                                                                                                                                                                                                                                                                                                                     132                           132


                                          
         Warranty settlement                                                                                                                                                                                                                                              7                                                7                                                               7


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


                                                Gain from termination of customer
                                                 contract                                                                                                                                                                                                                                                      (6)                                             (6)                                                            (6)


                                          
         Warranty release                                                                                                                                                                                                                  (4)                                                                          (4)                                                            (4)


                                                Release of deferred purchase price
                                                 payment                                                                                                                                                                                                                                                       (3)                                             (3)                                                            (3)


                                                EBITDA contribution of pending asset
                                                 sales                                                                                              (2)                                                                                    (2)                                                                                                                                                                                (2)


                                          
         Transaction related costs                                                                             3                                                                                       3                                       1                                                                             1                                  3                             7


                                                Gain (loss) on sale of business                                                                     (3)                                                                                    (3)                                                                                                                                                                                (3)


                                                Gain (loss) on sale of nonconsolidated
                                                 affiliates                                                                                                                                                                                                                         2                                                                             2                                                               2


                                          
         Gain (loss) on sale of assets                                                                       (6)                                                                                    (6)                                                                 (1)                                             (1)                                                            (7)





     Adjusted EBITDA(5)                                                           $598                  $563                                       $(71)                                                  $1,090                            $462                                    $205                        $(114)                     $553      
       $            -                            $1,643





      Adjusted EBITDA as a percent of value-add
       revenue(6)                                                                                   14.8%                                      12.3%                                                                                  12.7%                                  12.6%                         7.6%                                            8.7%                                                          11.0%




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




        (2)   Tenneco presents pro forma revenues and earnings measures to show what the company's performance would have been had Federal-
         Mogul been consolidated with Tenneco for the entirety of 2017 and 2018.  We believe this supplemental information is useful to
         investors who are trying to understand the results of the entire enterprise, including Federal-Mogul.   The Motorparts segment
         reflects the company's historical Aftermarket segment plus the Motorparts aftermarket business acquired in the Federal-Mogul
         acquisition.  The Ride Performance segment reflects the company's historical Ride Performance segment plus the Motorparts OE
         business acquired in the Federal-Mogul acquisition.




        (3)  Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales.
          Substrate sales include precious metals pricing, which may be volatile.  Substrate sales occur when, at the direction of its OE
          customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes
         and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it
         impacts reported revenue.  Excluding substrate sales removes this impact.  Tenneco uses this information to analyze the trend in
         revenues before these factors.  Tenneco believes investors find this information useful in understanding period to period
         comparisons in the company's revenues.




        (4)   EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests
         and depreciation and amortization.  We have also presented  EBITDA including noncontrolling interests to give effect to the
         reclassification of financing charges on sale of receivables that took place in the first quarter 2019 and to give effective to
         the impact of the segment changes that occurred in the first quarter of 2019. EBITDA including noncontrolling interests is not a
         calculation based upon GAAP.  The amounts included in the EBITDA including noncontrolling interests calculation, however, are
         derived from amounts included in the historical statements of income data.  In addition, EBITDA including noncontrolling interests
         should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator
         of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity.  Tenneco has
         presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a
         measure of the company's performance.  In addition, Tenneco believes its investors utilize and analyze the company's EBITDA
         including noncontrolling interests for similar purposes.  Tenneco also believes EBITDA including noncontrolling interests assists




        (5)"Adjusted EBITDA" is EBITDA including noncontrolling interests (after giving effect to the reclassification and segment change
         described above) and is presented in order to reflect the results in a manner that allows a better understanding of operational
         activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting
         comparability between the periods.  Similar adjustments to EBITDA including noncontrolling interests have been recorded in earlier
         periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. The company believes
         investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that
         may have a disproportionate positive or negative impact on the company's financial results in any particular period.




        (6)  Tenneco presents the above reconciliation in order to reflect Adjusted EBITDA as a percent of both value-add revenues.
         Presenting Adjusted EBITDA as a percent of value-add revenue assists investors in evaluating the company's operational
         performance without the impact of substrate sales, which can be volatile.


                                  
              ATTACHMENT 2


                   
              TENNECO INC.


                  Division Level Q4 and FY 2019 Outlook


              
              
                Unaudited

                             ---





                            New Tenneco 2019 YOY Expectations

    ---




              Q4 Outlook:


                         VA Revenue expected down 8.5% to
                          10.5%(1)YOY or ~$1.9 billion


                            Expect VA adjusted EBITDA margin
                                   down by approximately 340
                                           bps(2)YOY or ~10%



              Full Year Outlook:


                         VA Revenue expected down 3.0%(1)YOY
                          or $8.39 billion to $8.43 billion


                         VA adjusted EBITDA margin down
                          between 120 to 130 bps(2) YOY


                         Capital expenditures in the range
                          of $460 million to $475 million




                            DRiV(TM) 2019 YOY Expectations

    ---




              Q4 Outlook:


                         Revenue expected down 7% to 10%(1)
                          YOY or ~$1.36 billion


                         Expect adjusted EBITDA margin up 50
                                         bps(2) YOY or ~8.5%



              Full Year Outlook:


                         Revenue expected down ~5%(1)YOY, or
                          $5.88 billion to $5.92 billion


                         Expect adjusted EBITDA margin up 40
                                          bps(2)YOY or ~8.5%


                         Capital expenditures in the range
                          of $240 million to $250 million



                            (1) Pro Forma revenue growth
                             is measured at 2018
                             constant currency rates and
                             includes FM acquisition in
                             prior periods


                            (2) Measured vs. proforma
                             2018

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SOURCE Tenneco Inc.