Tenneco Reports Second Quarter 2020 Results

LAKE FOREST, Ill., Aug. 6, 2020 /PRNewswire/ -- Tenneco (NYSE: TEN) reported second quarter 2020 revenue of $2.6 billion, versus $4.5 billion( )a year ago. Excluding unfavorable currency of $108 million, total revenue decreased 39% versus last year, with the decline in revenue from lower light vehicle industry production, down 45%* versus last year, and other impacts from COVID-19. Value-add revenue for the second quarter 2020 was $2.0 billion.

"The business impact from the pandemic in the quarter was severe for both the industry and Tenneco. The response from the Tenneco team around the world is a testament to their dedication and resilience," said Brian Kesseler, Tenneco's chief executive officer. "Our production facilities safely returned to operations throughout the quarter following local and federal health guidelines. Our thoughts remain with our team members, families and communities who have been impacted by COVID-19, and we continually work to keep them healthy, both on the job and outside the workplace."

The Company reported a net loss for second quarter 2020 of $350 million, or $(4.30) per diluted share. Including a $113 million non-cash charge primarily related to a realignment project in its North America Aftermarket distribution network, the Company reported a second quarter 2020 EBIT (earnings before interest, taxes and noncontrolling interests) loss of $375 million.

On an adjusted basis, second quarter 2020 EBITDA was $8 million with an EBIT loss of $149 million. Adjusted net loss was $175 million, or ($2.15) per diluted share.

Company liquidity remained solid, with cash balances of $1.37 billion as of June 30, 2020. Based on available industry forecasts and Company estimates, the Company believes it has adequate liquidity to weather the current downturn and expected higher demand and production levels over the next several quarters.

"The Tenneco team's swift and effective actions to reduce costs and preserve liquidity enabled the Company to respond well in a very challenging environment," Kesseler continued. "Our global footprint and the diverse end markets we serve allowed us to offset a portion of the light vehicle production demand decline in the quarter. Earnings and cash performance were driven by effectively flexing our cost structure and working capital with both structural and temporary actions."

Outlook
Due to the continued uncertainty of the pandemic's effect on the global markets, the Company is not providing financial guidance for the full year. Tenneco does expect third quarter 2020 revenue to improve substantially compared to the second quarter 2020, but lower than third quarter 2019 results. The Company also expects the benefit of incremental structural cost savings and continued capital management will drive sequential improvement in cash from operations through the second half of 2020.

"Our continuing focus on structural cost reductions and accelerating cash generation will build momentum through the remainder of this year and into 2021," added Kesseler. "The priority we have placed on debt reduction and targeted growth investments will create a stronger Tenneco and deliver improved shareholder value."

*Source: IHS Automotive July 2020 global light vehicle production forecast.

Attachment 1
Statements of Income (Loss) - 3 months
Statements of Income (Loss) - 6 months
Balance Sheets
Statements of Cash Flows - 3 Months
Statements of Cash Flows - 6 Months

Attachment 2
Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures - 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 6 Months
Reconciliation of Non-GAAP Measures - Debt Net of Cash/Adjusted LTM and pro forma adjusted LTM EBITDA including noncontrolling interests
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment, Original Equipment Service and Aftermarket Revenue - 3 and 6 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 - 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues - 3 and 6 Months

Conference Call
The company will host a webcast conference call on Thursday, August 6, 2020 at 9:30 a.m. ET. The purpose of the call is to discuss the company's financial results for the second quarter and full year 2020, as well as to provide other information regarding matters that may impact the company's outlook. For a "listen only" broadcast and access to the presentation materials, go to the company's website www.investors.tenneco.com. To participate by telephone, please dial: 1-833-366-1121 (domestic) or 1-412-902-6733 (international), using the passcode "Tenneco Inc." A call playback will be available for one week, starting approximately one hour after the conclusion of the call. To connect, please dial 1-877-344-7529 (domestic), 1-412-317-0088 (international), 855-669-9658 (Canada), using the replay access code 10138628.

About Tenneco
Tenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with 2019 revenues of $17.45 billion and approximately 78,000 team members working at more than 300 sites worldwide. Our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, deliver technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket.

Visit www.tenneco.com to learn more.

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

About 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 forecast corresponding GAAP measures without unreasonable efforts on account of these factors and other factors not in our control.

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

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

The risks included here are not exhaustive. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding risk factors and uncertainties is, and will be, detailed from time to time in the company's SEC filings, including but not limited to its annual report on Form 10-K for the year ended December 31, 2019 and quarterly report on Form 10-Q for the quarter ended March 31, 2020.

Investor inquiries:
Linae Golla
847-482-5162
lgolla@tenneco.com

Rich Kwas
248-849-1340
rich.kwas@tenneco.com

Media inquiries:
Bill Dawson
847-482-5807
bdawson@tenneco.com

                                                                                                                                                                                               
        ATTACHMENT 1




                                                                                                     
            
              TENNECO INC.

                                                                                       
       
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                                                                                                       
            
              Unaudited

                                                                                         
       (dollars in millions, except share and per share amounts)




                                                                                                                                                         
           
              Three Months
                                                                                                                                                                 Ended June 30,


                                                                                                                                                            2020                         2019

                                                                                                                                                                                         ---


     Net sales and operating revenues:



     Clean Air - Value-add revenues                                                                                                                                 $
            517                             $
       1,050



     Clean Air - Substrate sales                                                                                                                            623                                777



     Powertrain                                                                                                                                             602                              1,133



     Motorparts                                                                                                                                             559                                835



     Ride Performance                                                                                                                                       336                                709



               Total net sales and operating revenues                                                                                                     2,637                              4,504



     Costs and expenses:



        Cost of sales (exclusive of depreciation and amortization)                                                                                        2,498                              3,801



        Selling, general, and administrative                                                                                                                195                                292



        Depreciation and amortization                                                                                                                       159                                169



        Engineering, research, and development                                                                                                               55                                 78



     Restructuring charges, net and asset impairments                                                                                                       121                                 49



               Total costs and expenses                                                                                                                   3,028                              4,389



     Other income (expense):



     Non-service pension and other postretirement benefit (costs) credits                                                                                     1                                (4)



     Equity in earnings (losses) of nonconsolidated affiliates, net of tax                                                                                    4                                 17



     Other income (expense), net                                                                                                                             11                                 13


                                                                                                                                                              16                                 26



     Earnings (loss) before interest expense, income taxes, and noncontrolling interests                                                                  (375)                               141



        Interest expense                                                                                                                                   (66)                              (82)



     Earnings (loss) before income taxes and noncontrolling interests                                                                                     (441)                                59



     Income tax (expense) benefit                                                                                                                           101                               (14)



     Net income (loss)                                                                                                                                    (340)                                45



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



     Net income (loss) attributable to Tenneco Inc.                                                                                                               $
            (350)                               $
       26






     Basic earnings (loss) per share:



     Earnings (loss) per share                                                                                                                                   $
            (4.30)                             $
       0.32



     Weighted average shares outstanding                                                                                                                   81.4                               80.9



     Diluted earnings (loss) per share:



     Earnings (loss) per share                                                                                                                                   $
            (4.30)                             $
       0.32



     Weighted average shares outstanding                                                                                                                   81.4                               80.9

                                                                                                                                                                                                      
       ATTACHMENT 1




                                                                                                  
              
                TENNECO INC.

                                                                                      
        
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                                                                                                   
              
                Unaudited

                                                                                         
       (dollars in millions, except share and per share amounts)




                                                                                                                                                                             Six Months Ended
                                                                                                                                                                      June 30,


                                                                                                                                                             2020                             2019

                                                                                                                                                                                              ---


     Net sales and operating revenues:



     Clean Air - Value-add revenues                                                                                                                                $
              1,362                              $
        2,123



     Clean Air - Substrate sales                                                                                                                           1,323                                   1,483



     Powertrain                                                                                                                                            1,599                                   2,308



     Motorparts                                                                                                                                            1,265                                   1,632



     Ride Performance                                                                                                                                        924                                   1,442



               Total net sales and operating revenues                                                                                                      6,473                                   8,988



     Costs and expenses:



        Cost of sales (exclusive of depreciation and amortization)                                                                                         5,837                                   7,671



        Selling, general, and administrative                                                                                                                 444                                     610



        Depreciation and amortization                                                                                                                        330                                     338



        Engineering, research, and development                                                                                                               132                                     170



     Restructuring charges, net and asset impairments                                                                                                        605                                      65



        Goodwill and intangible impairment charge                                                                                                            383                                      60



               Total costs and expenses                                                                                                                    7,731                                   8,914



     Other income (expense):



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



     Equity in earnings (losses) of nonconsolidated affiliates, net of tax                                                                                    17                                      33



     Other income (expense), net                                                                                                                              19                                      16


                                                                                                                                                               38                                      43



     Earnings (loss) before interest expense, income taxes, and noncontrolling interests                                                                 (1,220)                                    117



        Interest expense                                                                                                                                   (141)                                  (163)



     Earnings (loss) before income taxes and noncontrolling interests                                                                                    (1,361)                                   (46)



     Income tax (expense) benefit                                                                                                                            195                                    (14)



     Net income (loss)                                                                                                                                   (1,166)                                   (60)



     Less: Net income (loss) attributable to noncontrolling interests                                                                                         23                                      31



     Net income (loss) attributable to Tenneco Inc.                                                                                                              $
              (1,189)                              $
        (91)






     Basic earnings (loss) per share:



     Earnings (loss) per share                                                                                                                                   $
              (14.64)                            $
        (1.13)



     Weighted average shares outstanding                                                                                                                    81.3                                    80.9



     Diluted earnings (loss) per share:



     Earnings (loss) per share                                                                                                                                   $
              (14.64)                            $
        (1.13)



     Weighted average shares outstanding                                                                                                                    81.3                                    80.9

                                                                                                                                                                                               
        ATTACHMENT 1




                                                                                               
              
                TENNECO INC.

                                                                                   
              
                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                                 
              
                Unaudited

                                                                                                 
              (dollars in millions)




                                                                                                                                                 June 30, 2020              December 31, 2019




     Assets



     Cash and cash equivalents                                                                                                                                 $
        1,362                                  $
         564



     Restricted cash                                                                                                                                        9                               2



     Receivables, net                                                                                                                                   2,185       (a)                 2,538   (a)



     Inventories                                                                                                                                        1,656                           1,999



     Prepayments and other current assets                                                                                                                 632                             632



     Other noncurrent assets                                                                                                                            3,612                           3,864



     Property, plant, and equipment, net                                                                                                                2,939                           3,627



     Total assets                                                                                                                                             $
        12,395                               $
         13,226




     Liabilities and Shareholders' Equity



     Short-term debt, including current maturities of long-term debt                                                                                             $
        222                                  $
         185



     Accounts payable                                                                                                                                   1,992                           2,647



     Accrued compensation and employee benefits                                                                                                           331                             325



     Accrued income taxes                                                                                                                                  48                              72



     Accrued expenses and other current liabilities                                                                                                     1,043                           1,070



     Long-term debt                                                                                                                                     6,629       (b)                 5,371   (b)



     Deferred income taxes                                                                                                                                 88                             106



     Pension and postretirement benefits                                                                                                                1,112                           1,145



     Deferred credits and other liabilities                                                                                                               502                             490



     Redeemable noncontrolling interests                                                                                                                   79                             196



     Tenneco Inc. shareholders' equity                                                                                                                     74                           1,425



     Noncontrolling interests                                                                                                                             275                             194




     Total liabilities, redeemable noncontrolling interests, and equity                                                                                       $
        12,395                               $
         13,226





                                                                                                                                                 June 30, 2020              December 31, 2019




     (a) Accounts receivable net of:



     Accounts receivable outstanding and derecognized                                                                                                            $
        873                                $
         1,037





     (b) Long-term debt composed of:



     Revolver Borrowings                                                                                                                                       $
        1,500                                  $
         183



     LIBOR plus 1.75% Term Loan A due 2019 through 2023                                                                                                 1,561                           1,608



     LIBOR plus 3.00% Term Loan B due 2019 through 2025                                                                                                 1,614                           1,623


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


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



     EUR415 million 4.875% Euro Fixed Rate Notes due 2022                                                                                                 477                             479



     EUR300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024                                                                              340                             340



     EUR350 million of 5.000% Euro Fixed Rate Notes due 2024                                                                                              412                             413



     Other Debt, primarily foreign instruments                                                                                                             12                              13



                                                                                                                                                         6,633                           5,375



     Less: maturities classified as current                                                                                                                 4                               4




     Total long-term debt                                                                                                                                      $
        6,629                                $
         5,371


                                                                                                                                                                                                 
          ATTACHMENT 1




                                                                                                    
            
                TENNECO INC.

                                                                                             
        
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                     
            
                Unaudited

                                                                                                      
            (dollars in millions)




                                                                                                                                                                           Three Months
                                                                                                                                                              Ended June 30,


                                                                                                                                                         2020                           2019

                                                                                                                                                                                        ---


     
                Operating Activities



     Net income (loss)                                                                                                                                        $
              (340)                                   $
      45



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



     Depreciation and amortization                                                                                                                       159                                     169



     Deferred income taxes                                                                                                                              (76)                                    (6)



     Stock-based compensation                                                                                                                              7                                       6



     Restructuring charges and asset impairments, net of cash paid                                                                                        86                                      28



     Change in pension and other postretirement benefit plans                                                                                            (7)                                   (15)



     Equity in earnings of nonconsolidated affiliates                                                                                                    (4)                                   (17)



     Cash dividends received from nonconsolidated affiliates                                                                                               5                                      12



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



     Changes in operating assets and liabilities:



     Receivables                                                                                                                                          35                                    (89)



     Inventories                                                                                                                                         365                                      90



     Payables and accrued expenses                                                                                                                     (404)                                  (109)



     Accrued interest and accrued income taxes                                                                                                          (46)                                   (28)



     Other assets and liabilities                                                                                                                         42                                    (35)




     Net cash (used) provided by operating activities                                                                                                  (179)                                     50



     
                Investing Activities



     Proceeds from sale of assets                                                                                                                          3                                       4



     Cash payments for property, plant, and equipment                                                                                                   (75)                                  (169)



     Proceeds from deferred purchase price of factored receivables                                                                                        35                                      87



     Other                                                                                                                                               (1)                                    (3)




     Net cash (used) provided by investing activities                                                                                                   (38)                                   (81)



     
                Financing Activities



     Proceeds from term loans and notes                                                                                                                   29                                      83



     Repayments of term loans and notes                                                                                                                 (49)                                  (126)



     Debt issuance costs of long-term debt                                                                                                               (8)



     Borrowings on revolving lines of credit                                                                                                           1,660                                   2,406



     Payments on revolving lines of credit                                                                                                             (877)                                (2,273)



     Net increase (decrease) in bank overdrafts                                                                                                           61                                     (7)



     Other                                                                                                                                              (12)                                      2



     Distributions to noncontrolling interest partners                                                                                                     -                                   (19)




     Net cash (used) provided by financing activities                                                                                                    804                                      66



     Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash                                                               14                                     (8)




     Increase (decrease) in cash, cash equivalents, and restricted cash                                                                                  601                                      27



     Cash, cash equivalents, and restricted cash, beginning of period                                                                                    770                                     363



     Cash, cash equivalents, and restricted cash, end of period                                                                                               $
              1,371                                   $
      390




     
                Supplemental Cash Flow Information



     Cash paid during the period for interest                                                                                                                    $
              56                                    $
      71



     Cash paid during the period for income taxes, net of refunds                                                                                                $
              34                                    $
      57



     Lease assets obtained in exchange for new operating lease liabilities                                                                                        $
              3                                    $
      33



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



     
                Non-cash Investing Activities



     Period end balance of accounts payable for property, plant, and equipment                                                                                   $
              86                                   $
      116



     Deferred purchase price of receivables factored in the period                                                                                               $
              35                                    $
      52

                                                                                                                                                                                                      
         ATTACHMENT 1




                                                                                                    
           
                TENNECO INC.

                                                                                               
      
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                      
           
                Unaudited

                                                                                                      
           (dollars in millions)




                                                                                                                                                                           Six Months Ended
                                                                                                                                                                    June 30,



     
                Operating Activities                                                                                                                    2020                             2019

                                                                                                                                                                                            ---


     Net income (loss)                                                                                                                                         $
              (1,166)                                  $
        (60)



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



     Goodwill and intangible impairment charges                                                                                                            383                                        60



     Depreciation and amortization                                                                                                                         330                                       338



     Deferred income taxes                                                                                                                               (242)                                     (14)



     Stock-based compensation                                                                                                                                9                                        13



     Restructuring charges and asset impairments, net of cash paid                                                                                         540                                        14



     Change in pension and other postretirement benefit plans                                                                                             (26)                                     (32)



     Equity in earnings of nonconsolidated affiliates                                                                                                     (17)                                     (33)



     Cash dividends received from nonconsolidated affiliates                                                                                                18                                        27



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



     Changes in operating assets and liabilities:



     Receivables                                                                                                                                           174                                     (401)



     Inventories                                                                                                                                           292                                       101



     Payables and accrued expenses                                                                                                                       (540)                                       48



     Accrued interest and accrued income taxes                                                                                                            (17)                                     (66)



     Other assets and liabilities                                                                                                                         (68)                                     (94)




     Net cash (used) provided by operating activities                                                                                                    (331)                                    (100)



     
                Investing Activities



     Acquisitions, net of cash acquired                                                                                                                      -                                    (158)



     Proceeds from sale of assets                                                                                                                            5                                         5



     Net proceeds from sale of business                                                                                                                      -                                       22



     Cash payments for property, plant, and equipment                                                                                                    (212)                                    (379)



     Proceeds from deferred purchase price of factored receivables                                                                                          91                                       147



     Other                                                                                                                                                   1                                       (1)




     Net cash (used) provided by investing activities                                                                                                    (115)                                    (364)



     
                Financing Activities



     Proceeds from term loans and notes                                                                                                                     96                                       111



     Repayments of term loans and notes                                                                                                                  (133)                                    (190)



     Debt issuance costs of long-term debt                                                                                                                (16)



     Borrowings on revolving lines of credit                                                                                                             4,821                                     4,525



     Payments on revolving lines of credit                                                                                                             (3,536)                                  (4,254)



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



     Cash dividends                                                                                                                                          -                                     (20)



     Net increase (decrease) in bank overdrafts                                                                                                             59                                       (8)



     Other                                                                                                                                                 (1)                                      (1)



     Distributions to noncontrolling interest partners                                                                                                     (2)                                     (20)




     Net cash (used) provided by financing activities                                                                                                    1,287                                       141



     Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash                                                               (36)                                       11




     Increase (decrease) in cash, cash equivalents, and restricted cash                                                                                    805                                     (312)



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



     Cash, cash equivalents, and restricted cash, end of period                                                                                                  $
              1,371                                    $
        390




     
                Supplemental Cash Flow Information



     Cash paid during the period for interest                                                                                                                      $
              123                                    $
        145



     Cash paid during the period for income taxes, net of refunds                                                                                                   $
              75                                    $
        100



     Lease assets obtained in exchange for new operating lease liabilities                                                                                          $
              54                                     $
        33



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



     
                Non-cash Investing Activities



     Period end balance of accounts payable for property, plant, and equipment                                                                                      $
              86                                    $
        116



     Deferred purchase price of receivables factored in the period                                                                                                  $
              95                                     $
        52



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

                                                                                                                                                                                                                                                                                                                                                                                        
         ATTACHMENT 2




                                                                                                                                                                                                                      
              
                TENNECO INC.

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

                                                                                                                                                                                                                        
              
                Unaudited

                                                                                                                                                                                                            
             (dollars in millions, except per share amounts)




                                                                                       
         
                Q2 2020                                                                                                     
              
                Q2 2019


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

                                                                                                                                                                                                                                                                                                                             ---

             Earnings (Loss)                    $
     (350)                                                  $
          (4.30)                                      $
      10                             $
      101                                                          $
              (375)                    $
        (216)               $
      26              $
      0.32          $
        19     $
        (14)             $
      141  $
      310
    Measures



            Adjustments:


             Restructuring and
              related expenses (5)           82                                   1.00                                                                            (25)                       107                                105                                                            44                0.54            2              (14)                60           57


             Inventory write-down
              (6)                           63                                   0.78                                                                            (19)                        82                                 82


             Asset impairments (7)           22                                   0.27                                                                             (7)                        29                                 29


             Acquisition and
              expected separation
              costs (8)                       6                                   0.08                                                                             (2)                         8                                  8                                                            19                0.23                           (8)                27           27


             Cost reduction
              initiatives (9)                 -                                                                                                                                                                                                                                             1                0.02                           (1)                  2           2


             Costs to achieve
              synergies (10)                  -                                                                                                                                                                                                                                             5                0.06                           (2)                  7           7


             Purchase accounting
              charges (11)                    -                                                                                                                                                                                                                                             1                0.02                           (2)                  3           3


             Process harmonization
              (12)                           -                                                                                                                                                                                                                                                                                           (1)                   1           1


             Warranty charge (13)             -                                                                                                                                                                                                                                             5                0.06                           (2)                  7           7


             Net tax adjustments              2                                   0.02                                                                               2                                                                                                                       (4)             (0.05)                          (4)


             Adjusted Net income,
              EPS, NCI, Tax, EBIT,
              and EBITDA (4)                    $
     (175)                                                  $
          (2.15)                                      $
      10                              $
      50                                                          $
              (149)                       $
         8                $
      97              $
      1.20          $
        21     $
        (48)             $
      248  $
      414


                                                                                                                             
      Q2 2020


                                                                                                 
        Global Segments


                                                                      Clean Air       Powertrain                Motorparts                 Ride
                                                                                                                                        Performance   Total             Corporate Total




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



     Net income (loss) attributable to noncontrolling interests                                                                                                                     10




     Net income (loss)                                                                                                                                                           (340)



     Income tax (expense) benefit                                                                                                                                                  101



     Interest expense                                                                                                                                                             (66)



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



     Depreciation and amortization                                                                                                                                                 159




     Total EBITDA including noncontrolling interests (3)                       $
     17                                      $
      (62)                         $
       (52)                       $
        (70)        $
        (167)         $
       (49)   $
        (216)



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



     Inventory write-down(6)                                                                                                                    82                                   82                                   82



     Asset impairments (7)                                                                        4                                              24                                   28                 1                  29



     Acquisition and expected separation costs (8)                                                                                                                                                     8                  8




     Adjusted EBITDA (4)                                                       $
     38                                      $
      (21)                           $
       71                        $
        (41)          $
         47          $
       (39)    $
           8


                                                                                                                                            
      Q2 2019


                                                                                                                 
        Global Segments


                                                                                     Clean Air        Powertrain                 Motorparts               Ride
                                                                                                                                                       Performance   Total         Corporate Total




     Net income (loss) attributable to Tenneco Inc.                                                                                                                                                 $
        26



     Net income (loss) attributable to noncontrolling interests                                                                                                                                19




     Net income (loss)                                                                                                                                                                         45



     Income tax (expense) benefit                                                                                                                                                            (14)



     Interest expense                                                                                                                                                                        (82)



      EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling
       interests                                                                                                                                                                               141



     Depreciation and amortization                                                                                                                                                            169




     Total EBITDA including noncontrolling interests (3)                                      $
     152                                       $
      100                        $
     110                       $
        26      $
     388       $
     (78) $
     310



     Restructuring and related expenses(5)                                                 15                     16                                              3            23                  57                          57



     Acquisition and expected separation costs (8)                                                                                                              1                                1               26          27



     Cost reduction initiatives (9)                                                                                                                                                                             2           2



     Costs to achieve synergies (10)                                                                              2                                              4           (1)                  5                2           7



     Purchase accounting charges (11)                                                                                                                           1             2                   3                           3



     Process harmonization (12)                                                             1                                                                                                    1                           1



     Warranty charge (13)                                                                                                                                       7                                7                           7




     Adjusted EBITDA (4)                                                                      $
     168                                       $
      118                        $
     126                       $
        50      $
     462       $
     (48) $
     414


______________________________

(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 from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.

(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 comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

(4) Adjusted results are presented in order to reflect the results in a manner that allows a better understanding of operational activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting comparability between periods. Similar adjustments have 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.

(5) Q2 2020 includes $2 million and Q2 2019 includes $3 million of accelerated depreciation related to plant closures.

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

(7) Asset impairment charges.

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

(9) Costs related to cost reduction initiatives.

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

(11) 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.

(12) Charge due to process harmonization.

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

                                                                                                                                                                                                                                                                                                                                                                                                                       
         
           ATTACHMENT 2




                                                                                                                                                                                                                                            
              
                TENNECO INC.

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

                                                                                                                                                                                                                                             
              
                Unaudited

                                                                                                                                                                                                                                         
      (dollars in millions, except per share amounts)




                                                                                                               
     
                Q2 2020 YTD                                                                                                            
              
                Q2 2019 YTD


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

                                                                                                                                                                                                                                                                                                                                                          ---


     Earnings (Loss) Measures                                      $
       (1,189)                                                  $
          (14.64)                                         $
     23                               $
        195                                                           $
        (1,220)                     $
       (890)                $
       (91)           $
        (1.13)          $
        31         $
        (14)               $
        117    $
        455



     Adjustments:


      Restructuring and related expenses (5)                    113                                       1.38                                                                               (33)                        146                                    139                                                        60                0.73             3              (17)                    80             74



     Inventory write-down (6)                                   63                                       0.78                                                                               (19)                         82                                     82


      Goodwill and intangible impairment charge (7)             366                                       4.52                                                        5                       (12)                        383                                    383                                                        60                0.74                                                   60             60



     Asset impairments (8)                                     393                                       4.84                                                        7                      (100)                        500                                    500


      Acquisition and expected separation costs (9)              25                                       0.31                                                                                (8)                         33                                     33                                                        51                0.62                           (16)                    67             67



     Cost reduction initiatives (10)                             -                                                                                                                                                                                                                                                     7                0.09                            (3)                     10            10



     Costs to achieve synergies (11)                             -                                                                                                                                                                                                                                                    11                0.14                            (3)                     14            14



     Purchase accounting charges (12)                            -                                                                                                                                                                                                                                                    35                0.44                            (9)                     44            44



     Process harmonization (13)                                  -                                                                                                                                                                                                                                                     7                0.09                            (3)                     10            10


      Noncontrolling interests adjustments (14)                  11                                       0.14                                                     (11)



     Warranty charge (15)                                        -                                                                                                                                                                                                                                                     5                0.06                            (2)                      7             7



     Net tax adjustments                                        17                                       0.20                                                                                 17                                                                                                                        (6)             (0.07)                           (6)



      Adjusted Net income, EPS, NCI, Tax, EBIT, and
       EBITDA (4)                                                     $
       (201)                                                   $
          (2.47)                                         $
     24                                $
        40                                                              $
        (76)                       $
       247                  $
       139             $
         1.71           $
        34         $
        (73)               $
        409    $
        741


                                                                                                                                       
           Q2 2020 YTD


                                                                                                     
          Global Segments


                                                                         Clean Air        Powertrain                  Motorparts                             Ride
                                                                                                                                                          Performance   Total             Corporate 
       Total




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



        Net income (loss) attributable to noncontrolling interests                                                                                                                                        23




        Net income (loss)                                                                                                                                                                            (1,166)



        Income tax (expense) benefit                                                                                                                                                                     195



        Interest expense                                                                                                                                                                               (141)



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



        Depreciation and amortization                                                                                                                                                                    330




        Total EBITDA including noncontrolling interests (3)                       $
     116                                        $
          (132)                                $
       (92)                            $
           (647)         $
        (755)          $
        (135)    $
        (890)



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



        Inventory write-down(6)                                                                                                                                   82                                       82                                          82



        Goodwill and intangible impairment charge (7)                                                 160                                                         110               113                     383                                         383



        Asset impairments (8)                                                                           4                                                          24               455                     483                      17                  500



        Acquisition and expected separation costs (9)                           4                                                                                                                           4                      29                   33




        Adjusted EBITDA (4)                                                       $
     142                                           $
          69                                  $
       144                              $
           (25)          $
         330           $
         (83)    $
          247


                                                                                                                                            
        Q2 2019 YTD


                                                                                                                 
        Global Segments


                                                                                     Clean Air        Powertrain                 Motorparts                     Ride
                                                                                                                                                             Performance   Total          Corporate Total




     Net income (loss) attributable to Tenneco Inc.                                                                                                                                                        $
          (91)



     Net income (loss) attributable to noncontrolling interests                                                                                                                                       31




     Net income (loss)                                                                                                                                                                              (60)



     Income tax (expense) benefit                                                                                                                                                                   (14)



     Interest expense                                                                                                                                                                              (163)



      EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling
       interests                                                                                                                                                                                      117



     Depreciation and amortization                                                                                                                                                                   338




     Total EBITDA including noncontrolling interests (3)                                      $
     283                                         $
        213                          $
      155                       $
          (19)        632                $
     (177)         $
     455



     Restructuring and related expenses(5)                                                 19                     17                                                    4             33                  73                    1                 74



     Goodwill impairment charge (7)                                                                                                                                                60                  60                                     60



     Acquisition and expected separation costs (9)                                                                                                                    1                                 1                    66                67



     Cost reduction initiatives (10)                                                                                                                                                                                       10                10



     Costs to achieve synergies (11)                                                        1                      2                                                    7              2                  12                    2                 14



     Purchase accounting charges (12)                                                                             2                                                   37              5                  44                                     44



     Process harmonization (13)                                                             5                                                                          5                                10                                     10



     Warranty charge (15)                                                                                                                                             7                                 7                                      7




     Adjusted EBITDA (4)                                                                      $
     308                                         $
        234                          $
      216                         $
          81            $
     839                  $
     (98)        $
     741




______________________________

(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 from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.

(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 comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

(4) Adjusted results are presented in order to reflect the results in a manner that allows a better understanding of operational activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting comparability between periods. Similar adjustments have 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.

(5) Q2 YTD 2020 includes $7 million and Q2 YTD 2019 includes $6 million of accelerated depreciation related to plant closures.

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

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

(8) Asset impairment charges.

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

(10) Costs related to cost reduction initiatives.

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

(12) 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.

(13) Charge due to process harmonization.

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

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

                                                                                                                                                                                                                                         
          ATTACHMENT 2




                                                                                                  
              
                TENNECO INC.

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

                                                                                                   
              
                Unaudited

                                                                                            
              (dollars in millions except percents)




                                                                            
              
                Q2 2020


                         Revenues                  Substrate                                          Value-add                                              Currency            Value-add
                                                      Sales                                            Revenues                                              Impact on            Revenues
                                                                                                                                                             Value-add            excluding
                                                                                                                                                             Revenues             Currency

                                                                                                                                                                                        ---


     Clean Air                      $
          1,140                                                                 $
              623                                                                 $
              517                    $
       (16)                $
       533



     Powertrain              602                                                                                                                                   602                                       (35)               637



     Motorparts              559                                                                                                                                   559                                       (27)               586



     Ride Performance        336                                                                                                                                   336                                       (15)               351




     Total Tenneco Inc.             $
          2,637                                                                 $
              623                                                               $
              2,014                    $
       (93)              $
       2,107





                                                                            
              
                Q2 2019


                         Revenues                  Substrate                                          Value-add                                              Currency            Value-add
                                                      Sales                                            Revenues                                              Impact on            Revenues
                                                                                                                                                             Value-add            excluding
                                                                                                                                                             Revenues             Currency

                                                                                                                                                                                        ---


     Clean Air                      $
          1,827                                                                 $
              777                                                               $
              1,050        
             $                        $
       1,050



     Powertrain            1,133                                                                                                                                 1,133                                                        1,133



     Motorparts              835                                                                                                                                   835                                                          835



     Ride Performance        709                                                                                                                                   709                                                          709




     Total Tenneco Inc.             $
          4,504                                                                 $
              777                                                               $
              3,727        
             $                        $
       3,727





                                                             
     
            Q2 2020 vs. Q2 2019 $ Change and % Change Increase (decrease)


                                  Revenues                       % Change                                                                                Value-add Revenues
                                                                                                                                                             excluding Currency                       % Change

                                                                                                                                                                                                       ---


     Clean Air                      $
          (687)                                                         (38)                                                                               $
             (517)              (49)
                                                                                                              %                                                                                                                  %



     Powertrain            (531)                                      (47)                                                                                                (496)                                   (44)
                                                                          %                                                                                                                                             %



     Motorparts            (276)                                      (33)                                                                                                (249)                                   (30)
                                                                          %                                                                                                                                             %



     Ride Performance      (373)                                      (53)                                                                                                (358)                                   (50)
                                                                          %                                                                                                                                             %



     Total Tenneco Inc.           $
          (1,867)                                                         (41)                                                                             $
             (1,620)              (43)
                                                                                                              %                                                                                                                  %


______________________________

(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 assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.

                                                                                                                                                                         
          ATTACHMENT 2




                                                                   
              
                TENNECO INC.

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

                                                                    
              
                Unaudited

                                                                 
          (dollars in millions except percents)




                                                           
      
        Q2 2020 YTD


                         Revenues          Substrate Sales          Value-add                                                Currency   Value-add
                                                                     Revenues                                                Impact on   Revenues
                                                                                                                             Value-add   excluding
                                                                                                                             Revenues    Currency

                                                                                                                                               ---


     Clean Air                   $
     2,685                                       $
              1,323                                                 $
     1,362           $
       (35)              $
     1,397



     Powertrain            1,599                                                                                                 1,599                (61)   1,660



     Motorparts            1,265                                                                                                 1,265                (46)   1,311



     Ride Performance        924                                                                                                   924                (32)     956




     Total Tenneco Inc.          $
     6,473                                       $
              1,323                                                 $
     5,150          $
       (174)              $
     5,324





                                                           
      
        Q2 2019 YTD


                         Revenues          Substrate Sales          Value-add                                                Currency   Value-add
                                                                     Revenues                                                Impact on   Revenues
                                                                                                                             Value-add   excluding
                                                                                                                             Revenues    Currency

                                                                                                                                               ---


     Clean Air                   $
     3,606                                       $
              1,483                                                 $
     2,123 
          $                         $
     2,123



     Powertrain            2,308                                                                                                 2,308                       2,308



     Motorparts            1,632                                                                                                 1,632                       1,632



     Ride Performance      1,442                                                                                                 1,442                       1,442




     Total Tenneco Inc.          $
     8,988                                       $
              1,483                                                 $
     7,505 
          $                         $
     7,505


                                       Q2 2020 YTD vs. Q2 2019 YTD $ Change and % Change Increase (decrease)


                         Revenues                                              % Change                                    Value-add Revenues      % Change
                                                                                                        excluding Currency




     Clean Air                     $
             (921)                                                      (26)                                  $
           (726)      (34)

                                                                                                             %                                                         %



     Powertrain            (709)                                                              (31)                              (648)                         (28)

                                                                                                  %                                                               %



     Motorparts            (367)                                                              (22)                              (321)                         (20)

                                                                                                  %                                                               %



     Ride Performance      (518)                                                              (36)                              (486)                         (34)

                                                                                                  %                                                               %



     Total Tenneco Inc.          $
             (2,515)                                                      (28)                                $
           (2,181)      (29)

                                                                                                             %                                                         %


______________________________

(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 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.

    Error occurred while generating ASCII Content for table

                                                                                     Q3 2019         Q4 2019       Q1 2020             Q2 2020   Q2 2020 LTM




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



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




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



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



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



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



     Depreciation and amortization                                                      165                   170                           171                       159        665



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






     Adjustments:



     Restructuring and related expenses                                                  28                    36                            34                       105        203



     Inventory write-down (6)                                                                                                                                       82         82



     Goodwill and intangible impairment charge (7)                                        9                   172                           383                                 564



     Asset impairments (8)                                                                                                                471                        29        500



     Acquisition and expected separation costs (9)                                       30                    30                            25                         8         93



     Cost reduction initiatives (10)                                                      6                   (1)                                                               5



     Costs to achieve synergies (11)                                                      7                     8                                                               15



     Purchase accounting charges (12)                                                    11                     2                                                               13



     Process harmonization (13)                                                                               16                                                               16



     Warranty charge (14)                                                                 1                                                                                     1



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



     Brazil tax credit (16)                                                            (22)                                                                                 (22)



     Out of period adjustment (17)                                                        5                                                                                     5



     Impairment of assets held for sale                                                   8                                                                                     8



     Pension charges/adjustments (18)                                                                        (2)                                                             (2)




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


                                                                                             Q3 2018*         Q4 2018       Q1 2019            Q2 2019       Q2 2019 LTM

                                                                                                                                                         ---


       Net income (loss) attributable to Tenneco Inc.                                                 $
      57                       $
       (109)                           $
        (117)             $
      26   $
         (143)



       Net income (loss) attributable to noncontrolling interests                                  9                    17                           12                            19        57




       Net income (loss)                                                                          66                  (92)                       (105)                           45      (86)



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



       Interest expense                                                                         (24)                 (79)                        (81)                         (82)    (266)



        EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling
         interests                                                                                112                  (23)                        (24)                          141       206



       Depreciation and amortization                                                              60                   165                          169                           169       563




       Total EBITDA including noncontrolling interests (2)                                           $
      172                         $
       142                              $
        145             $
      310     $
         769






       Adjustments:



       Restructuring and related expenses                                                         12                    17                           17                            57       103



       Goodwill impairment charge (7)                                                                                   3                           60                                     63



       Acquisition and expected separation costs (9)                                              12                    53                           40                            27       132



       Cost reduction initiatives (10)                                                                                  8                            8                             2        18



       Costs to achieve synergies (11)                                                             4                    49                            7                             7        67



       Purchase accounting charges (12)                                                                               106                           41                             3       150



       Process harmonization (13)                                                                                                                   9                             1        10



       Warranty charge (14)                                                                                                                                                      7         7



       Pension charges/adjustments (18)                                                                                 3                                                                  3



       Anti-dumping duty charge (19)                                                                                   16                                                                 16



       Litigation settlement accrual                                                              10                                                                                      10



       Loss on debt modification (20)                                                                                  10                                                                 10



       Total Adjusted EBITDA including noncontrolling interests (3)                                  $
      210                         $
       407                              $
        327             $
      414   $
         1,358






       
                Legacy Federal-Mogul Reconciliation of Non-GAAP earnings measures

    ---

                                                                                             Q3 2018




       Net income (loss) attributable to Federal-Mogul                                                $
      35



       Net income (loss) attributable to noncontrolling interests                                  1




       Net income (loss)                                                                          36



       Income tax (expense) benefit                                                             (16)



       Interest expense                                                                         (49)



        EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling
         interests                                                                                101



       Depreciation and amortization                                                              99



       Total EBITDA including noncontrolling interests (2)                                           $
      200






       Adjustments:



       Restructuring charges and asset impairments, net                                           15



       Gain (loss) on sale of assets                                                            (65)



       Charge for extinguishment of dissenting shareholders shares                                 5



       Other                                                                                       1



       Total Adjusted EBITDA including noncontrolling interests (3)                                  $
      156





                                                                                             Q3 2018*         Q4 2018       Q1 2019            Q2 2019       Q2 2019 LTM

                                                                                                                                                                     ---

        Adjusted EBITDA and Pro forma Adjusted EBITDA including noncontrolling interests (2)
         (3) (5)                                                                                      $
      366                         $
       407                              $
        327             $
      414   $
         1,514

______________________________

* Financial results for Q3 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 including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

(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 notes (1), (2) and (3) for a description of the limitations of using debt net of total cash, EBITDA including noncontrolling interests and Adjusted EBITDA including noncontrolling interests.

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

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

(8) Asset impairment charges.

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

(10) Costs related to cost reduction initiatives.

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

(12) 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.

(13) Charge due to process harmonization.

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

(15) Reduction in estimated antitrust accrual.

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

(17) Inventory losses attributable to prior periods.

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

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

(20) Loss on debt modification.

                                                                                                                                                                                                                                   
         ATTACHMENT 2




                                                                                                                      
              
                TENNECO INC.

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

                                                                                                                        
              
                Unaudited

                                                                                                                        
              (dollars in millions)




                                                                                                                                 
              
                Q2 2020


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

                                                                                                                                                                                                          ---


     Original equipment light vehicle revenues                                                $
     1,417                                                          $
              (52)                             $
     1,469          $
       509                $
       960



     Original equipment commercial truck, off-highway, industrial and other revenues      421                      (27)                                                                       448                  111   337



     Aftermarket & original equipment service revenues                                    799                      (29)                                                                       828                   18   810



     Net sales and operating revenues                                                         $
     2,637                                                         $
              (108)                             $
     2,745          $
       638              $
       2,107





                                                                                                                                 
              
                Q2 2019


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

                                                                                                                                                                                                          ---


     Original equipment light vehicle revenues                                                $
     2,680                                          
              $                                                 $
     2,680          $
       654              $
       2,026



     Original equipment commercial truck, off-highway, industrial and other revenues      635                                                                                                 635                  103   532



     Aftermarket & original equipment service revenues                                  1,189                                                                                               1,189                   20 1,169



     Net sales and operating revenues                                                         $
     4,504                                          
              $                                                 $
     4,504          $
       777              $
       3,727





                                                                                                                               
              
                Q2 2020 YTD


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

                                                                                                                                                                                                          ---


     Original equipment light vehicle revenues                                                $
     3,676                                                          $
              (99)                             $
     3,775        $
       1,094              $
       2,681



     Original equipment commercial truck, off-highway, industrial and other revenues      957                      (53)                                                                     1,010                  223   787



     Aftermarket & original equipment service revenues                                  1,840                      (53)                                                                     1,893                   37 1,856



     Net sales and operating revenues                                                         $
     6,473                                                         $
              (205)                             $
     6,678        $
       1,354              $
       5,324





                                                                                                                               
              
                Q2 2019 YTD


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

                                                                                                                                                                                                          ---


     Original equipment light vehicle revenues                                                $
     5,326                                          
              $                                                 $
     5,326        $
       1,233              $
       4,093



     Original equipment commercial truck, off-highway, industrial and other revenues    1,203                                                                                               1,203                  209   994



     Aftermarket & original equipment service revenues                                  2,459                                                                                               2,459                   41 2,418



     Net sales and operating revenues                                                         $
     8,988                                          
              $                                                 $
     8,988        $
       1,483              $
       7,505


______________________________

(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 assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.

                                                                                                                                                                                                                                                                                                
            ATTACHMENT 2




                                                                                                                                                         
              
                TENNECO INC.

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

                                                                                                                                                           
              
                UNAUDITED

                                                                                                                                                   
              (dollars in millions except percents)




                                                                                                                             
            
      Q2 2020


                                                                                       
            
     Global Segments


                                                    Clean Air               Powertrain                       Motorparts                                Ride
                                                                                                                                                    Performance                                       Total                           Corporate Total

                                                                                                                                                                                                                                                  ---


              Net sales and operating revenues               $
        1,140                                                 $
          602                                                                            $
              559                            $
         336    $
           2,637      
       $                       $
           2,637



              Less: Substrate sales                      623                                                                                                                                                                                      623                                    623




              Value-add revenues                               $
        517                                                 $
          602                                                                            $
              559                            $
         336    $
           2,014      
       $                       $
           2,014






               EBITDA                                           $
        17                                                $
          (62)                                                                          $
              (52)                          $
         (70)   $
           (167)             $
              (49)     $
          (216)



               EBITDA as a % of revenue                  1.5                            (10.3)                                                            (9.3)                                                         (20.8)                  (6.3)                          (8.2)
                                                            %                                %                                                                %                                                              %                      %                              %


                EBITDA as a % of value-add revenue        3.3             `              (10.3)                                                            (9.3)                                                         (20.8)                  (8.3)                         (10.7)
                                                            %                                %                                                                %                                                              %                      %                              %





               Adjusted EBITDA                                  $
        38                                                $
          (21)                                                                            $
              71                           $
         (41)      $
           47              $
              (39)        $
           8


                Adjusted EBITDA as a % of revenue         3.3                             (3.5)                                                             12.7                                                          (12.2)                    1.8                             0.3
                                                            %                                %                                                                %                                                              %                      %                              %


                Adjusted EBITDA as a % of value-add       7.4                             (3.5)                                                             12.7                                                          (12.2)                    2.3                             0.4
                 revenue                                    %                                %                                                                %                                                              %                      %                              %


                                                                                                                             
            
      Q2 2019


                                                                                       
            
     Global Segments


                                                    Clean Air               Powertrain                       Motorparts                                Ride
                                                                                                                                                    Performance                                       Total                           Corporate Total

                                                                                                                                                                                                                                                  ---


              Net sales and operating revenues               $
        1,827                                               $
          1,133                                                                            $
              835                            $
         709    $
           4,504      
       $                       $
           4,504



              Less: Substrate sales                      777                                                                                                                                                                                      777                                    777




              Value-add revenues                             $
        1,050                                               $
          1,133                                                                            $
              835                            $
         709    $
           3,727      
       $                       $
           3,727






               EBITDA                                          $
        152                                                 $
          100                                                                            $
              110                             $
         26      $
           388              $
              (78)      $
           310



               EBITDA as a % of revenue                  8.3                               8.8                                                              13.2                                                             3.7                     8.6                             6.9
                                                            %                                %                                                                %                                                              %                      %                              %


                EBITDA as a % of value-add revenue       14.5             `                 8.8                                                              13.2                                                             3.7                    10.4                             8.3
                                                            %                                %                                                                %                                                              %                      %                              %





               Adjusted EBITDA                                 $
        168                                                 $
          118                                                                            $
              126                             $
         50      $
           462              $
              (48)      $
           414


                Adjusted EBITDA as a % of revenue         9.2                              10.4                                                              15.1                                                             7.1                    10.3                             9.2
                                                            %                                %                                                                %                                                              %                      %                              %


    Adjusted EBITDA as a %                             16.0                              10.4                                                              15.1                                                             7.1                    12.4                            11.1
                                                            %                                %                                                                %                                                              %                      %                              %
    of value-add revenue

______________________________

(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. See prior pages for a discussion of EBITDA and adjusted EBITDA.

                                                                                                                                                                                                                                                                                                          
      ATTACHMENT 2




                                                                                                                                                       
              
                TENNECO INC.

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

                                                                                                                                                        
              
                UNAUDITED

                                                                                                                                                 
              (dollars in millions except percents)




                                                                                                                    
           
       Q2 2020 YTD


                                                                                          
     
     Global Segments


                                                   Clean Air              Powertrain            Motorparts                                     Ride
                                                                                                                                            Performance                                       Total                                Corporate Total

                                                                                                                                                                                                                                               ---


              Net sales and operating revenues              $
       2,685                                       $
          1,599                                                                             $
              1,265                                 $
         924        $
         6,473          
         $                          $
         6,473



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




              Value-add revenues                            $
       1,362                                       $
          1,599                                                                             $
              1,265                                 $
         924        $
         5,150          
         $                          $
         5,150






               EBITDA                                         $
       116                                       $
          (132)                                                                             $
              (92)                              $
         (647)       $
         (755)                   $
      (135)               $
        (890)



               EBITDA as a % of revenue                 4.3                         (8.3)                                                         (7.3)                                                          (70.0)                     (11.7)                            (13.7)
                                                           %                            %                                                             %                                                               %                          %                                 %


                EBITDA as a % of value-add revenue       8.5            `            (8.3)                                                         (7.3)                                                          (70.0)                     (14.7)                            (17.3)
                                                           %                            %                                                             %                                                               %                          %                                 %





               Adjusted EBITDA                                $
       142                                          $
          69                                                                               $
              144                                $
         (25) 330                       $
       (83)                  $
     247


                Adjusted EBITDA as a % of revenue        5.3                           4.3                                                           11.4                                                            (2.7)                        5.1                                3.8
                                                           %                            %                                                             %                                                               %                          %                                 %


    Adjusted EBITDA as a %                            10.4                           4.3                                                           11.4                                                            (2.7)                        6.4                                4.8
                                                           %                            %                                                             %                                                               %                          %                                 %
    of value-add revenue

                                                                                                                   
           
     Q2 2019 YTD


                                                                                            
     
     Global Segments


                                                   Clean Air              Powertrain            Motorparts                            Ride Performance   Total             Corporate Total




              Net sales and operating revenues              $
       3,606                                       $
         2,308                                     $
       1,632                      $
        1,442 $
       8,988        
     $             $
       8,988



              Less: Substrate sales                   1,483                                                                                                                          1,483                            1,483




              Value-add revenues                            $
       2,123                                       $
         2,308                                     $
       1,632                      $
        1,442 $
       7,505        
     $             $
       7,505






               EBITDA                                         $
       283                                         $
         213                                       $
       155                       $
        (19)  $
       632             $
       (177)   $
       455



               EBITDA as a % of revenue                 7.8                            9.2                                                          9.5             (1.3)                7.0                     5.1
                                                           %                             %                                                           %                %                  %                      %


                EBITDA as a % of value-add revenue      13.3            `               9.2                                                          9.5             (1.3)                8.4                     6.1
                                                           %                             %                                                           %                %                  %                      %





               Adjusted EBITDA                                $
       308                                         $
         234                                       $
       216                         $
        81   $
       839              $
       (98)   $
       741


                Adjusted EBITDA as a % of revenue        8.5                           10.1                                                         13.2               5.6                 9.3                     8.2
                                                           %                             %                                                           %                %                  %                      %


    Adjusted EBITDA as a %                            14.5                           10.1                                                         13.2               5.6                11.2                     9.9
                                                           %                             %                                                           %                %                  %                      %
    of value-add revenue

______________________________

(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. See prior pages for a discussion of EBITDA and adjusted EBITDA.

                                                                                                                                          
         ATTACHMENT 2




                                                   
              
                TENNECO INC.

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

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

                                                     
              
                Unaudited

                                                     
              (dollars in millions)




                                            
              
                Q2 2020


                        Revenues                                           Substrate                                     Value-add
                                                                              Sales                                       Revenues

                                                                                                                               ---

     Clean Air                       $
          241                                                                                   $
     107                    $
     134


     Powertrain              137                                                                                                            137


     Ride Performance         43                                                                                                             43


     Total Tenneco
      Inc.                           $
          421                                                                                   $
     107                    $
     314





                                            
              
                Q2 2019


                        Revenues                                           Substrate                                     Value-add
                                                                              Sales                                       Revenues

                                                                                                                               ---

     Clean Air                       $
          287                                                                                   $
     103                    $
     184


     Powertrain              261                                                                                                            261


     Ride Performance         87                                                                                                             87


     Total Tenneco
      Inc.                           $
          635                                                                                   $
     103                    $
     532





                                          
              
                Q2 2020 YTD


                        Revenues                                           Substrate                                     Value-add
                                                                              Sales                                       Revenues

                                                                                                                               ---

     Clean Air                       $
          505                                                                                   $
     216                    $
     289


     Powertrain              338                                                                                                            338


     Ride Performance        114                                                                                                            114



     Total Tenneco
      Inc.                           $
          957                                                                                   $
     216                    $
     741





                                          
              
                Q2 2019 YTD


                        Revenues                                           Substrate                                     Value-add
                                                                              Sales                                       Revenues

                                                                                                                               ---

     Clean Air                       $
          589                                                                                   $
     209                    $
     380


     Powertrain              429                                                                                                            429


     Ride Performance        185                                                                                                            185


     Total Tenneco
      Inc.                         $
          1,203                                                                                   $
     209                    $
     994


______________________________

(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.

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SOURCE Tenneco Inc.