Tenneco Fourth Quarter 2020 Performance Results In Strong Cash Generation, Margin Expansion And Debt Reduction

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

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

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

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

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

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

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


                      Full Year 2021                        First Quarter 2021

                  ---

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

    ---

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

    ---

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

    ---

         Net
         Debt(1)                 
            $4.2B

    ---



               (1)  Total debt net of total cash
                balances.


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


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

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

A live "listen only" webcast and presentation materials will be available on the investor section of the company's website at https://investors.tenneco.com. An archive of the webcast will be available approximately one hour after conclusion of the call for one year.

Telephone participants are encouraged to pre-register for the conference call using the following link: https://dpregister.com/sreg/10151813/e17b0eadaf

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

Those without internet access or unable to pre-register may dial in, using the passcode "Tenneco Inc."

PARTICIPANT DIAL IN (TOLL FREE): 1-833-366-1121
PARTICIPANT INTERNATIONAL DIAL IN: 1-412-902-6733

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

Attachment 1
Statements of Income (Loss) - 3 months
Statements of Income (Loss) - 12 months
Balance Sheets
Statements of Cash Flows - 3 Months
Statements of Cash Flows - 12 Months

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

About Tenneco
Tenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with full year 2020 revenues of $15.4 billion and approximately 73,000 team members working at more than 270 sites worldwide. Through our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket.

Visit www.tenneco.com to learn more.

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

About 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, substrate pricing, and other unusual charges we incur from time to time cannot be forecasted accurately. In this respect, we are not able to forecast corresponding GAAP measures without unreasonable efforts on account of these factors and other factors not in our control.

Safe Harbor
This press release contains forward-looking statements. The words "will," "would," "could," "expect," "anticipate," and similar expressions (and variations thereof), identify these forward-looking statements. These forward-looking statements are based on the current expectations of the Company (including its subsidiaries). Because these statements involve risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements.

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

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

The risks included here are not exhaustive. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is, and will be, detailed from time to time in the Company's SEC filings, including but not limited to its annual report on Form 10-K for the year ended December 31, 2019 and quarterly reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020.

Investor inquiries:
Linae 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


                                           
              (millions, except per share amounts)




                                                                                          Three Months Ended

                                                                                          December 31,



                                                                        2020                           2019

                                                                                                       ---


     Net sales and operating revenues:



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



     Clean Air - Substrate sales                                      1,071                                   769



     Powertrain                                                       1,120                                 1,018



     Motorparts                                                         730                                   741



     Ride Performance                                                   683                                   641



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




     Costs and expenses:


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



        Selling, general, and administrative                            231                                   276



        Depreciation and amortization                                   158                                   170



        Engineering, research, and development                           74                                    76


         Restructuring charges, net and asset impairments                  -                                   28


         Goodwill and intangible impairment charges                        -                                  172




               Total costs and expenses                               4,418                                 4,303




     Other income (expense):


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


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



     Gain (loss) on extinguishment of debt                                2



     Other income (expense), net                                          7                                    10



                                                                          28                                    16



      Earnings (loss) before interest expense, income
       taxes, and noncontrolling interests                               260                                 (144)



        Interest expense                                               (68)                                 (80)



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



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




     Net income (loss)                                                  186                                 (238)


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



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






     Basic earnings (loss) per share:



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



     Weighted average shares outstanding                               81.5                                  80.9



     Diluted earnings (loss) per share:



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



     Weighted average shares outstanding                               81.9                                  80.9


                                                                                                               
       ATTACHMENT 1


                                                
              
                TENNECO INC.


                             
              
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)


                                                  
              
                Unaudited


                                           
              (millions, except per share amounts)




                                                                                        Twelve Months Ended

                                                                                         December 31,


                                                                      2020                             2019

                                                                                                       ---


     Net sales and operating revenues:



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



     Clean Air - Substrate sales                                    3,355                                   3,027



     Powertrain                                                     3,726                                   4,408



     Motorparts                                                     2,725                                   3,167



     Ride Performance                                               2,207                                   2,754



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




     Costs and expenses:


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



     Selling, general, and administrative                             889                                   1,138



     Depreciation and amortization                                    639                                     673



     Engineering, research, and development                           273                                     324


      Restructuring charges, net and asset impairments                 622                                     126


      Goodwill and intangible impairment charges                       383                                     241




               Total costs and expenses                            16,208                                  17,414




     Other income (expense):


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


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



     Gain (loss) on extinguishment of debt                              2



     Other income (expense), net                                       38                                      53



                                                                       105                                      85



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



     Interest expense                                               (277)                                  (322)



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



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




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


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



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






     Basic earnings (loss) per share:



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



     Weighted average shares outstanding                             81.4                                    80.9



     Diluted earnings (loss) per share:



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



     Weighted average shares outstanding                             81.4                                    80.9


                                                                                                                                                
       ATTACHMENT 1


                                                                 
              
                TENNECO INC.


                                                             
      
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                   
              
                Unaudited


                                                                   
              (dollars in millions)




                                                               December 31, 2020                                       December 31, 2019




       Assets


        Cash and cash equivalents                                                     $
              798                                                $
              564



       Restricted cash                                                        5                                                              2



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



       Inventories                                                        1,743                                                          1,999


        Prepayments and other current
         assets                                                              619                                                            632


        Other noncurrent assets                                            3,102                                                          3,864


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




       Total assets                                                               $
              11,852                                             $
              13,226




       Liabilities and Shareholders' Equity


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



       Accounts payable                                                   2,917                                                          2,647


        Accrued compensation and
         employee benefits                                                   365                                                            325



       Accrued income taxes                                                  54                                                             72


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



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


        Deferred income taxes                                                 89                                                            106


        Pension and postretirement
         benefits                                                          1,101                                                          1,145


        Deferred credits and other
         liabilities                                                         546                                                            490


        Redeemable noncontrolling
         interests                                                            78                                                            196


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


        Noncontrolling interests                                             300                                                            194



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







                                                               December 31, 2020                                       December 31, 2019




       (a) Accounts receivable net of:


        Accounts receivable outstanding
         and derecognized                                                             $
              956                                              $
              1,037





       (b) Long-term debt composed of:



       Revolver Borrowings                                         
              $                                                                    $
              183


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


        LIBOR plus 3.00% Term Loan B
         due 2019 through 2025                                             1,612                                                          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 of 4.875% Euro
         Fixed Rate Notes due 2022                                             -                                                           479


        EUR300 million of Euribor plus
         4.875% Euro Floating Rate
         Notes due 2024                                                      370                                                            340


        EUR350 million of 5.000% Euro
         Fixed Rate Notes due 2024                                           445                                                            413



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


        Other Debt, primarily foreign
         instruments                                                          23                                                             13



                                                                           5,176                                                          5,375


        Less: maturities classified as
         current                                                               5                                                              4




       Total long-term debt                                                        $
              5,171                                              $
              5,371


              ____________________


    (1) The interest rate on Term Loan A at December 31, 2019
     was LIBOR plus 1.75%


                                                                                            
        ATTACHMENT 1


                                     
              
                TENNECO INC.


                    
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                       
              
                Unaudited


                                       
              (dollars in millions)




                                                                     Three Months Ended

                                                                     December 31,



                                                     2020                         2019

                                                                                  ---


     
                Operating Activities



     Net income (loss)                                     $
              186                               $
        (238)


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


      Goodwill and intangible
       impairment charges                               -                                   172


      Depreciation and amortization                   158                                    170


      Deferred income taxes                           (1)                                  (36)


      Stock-based compensation                          5                                      5


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


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


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


      Cash dividends received from
       nonconsolidated affiliates                       5                                      8


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


      Changes in operating assets and liabilities:



     Receivables                                     247                                    232



     Inventories                                    (24)                                   172


      Payables and accrued expenses                    66                                  (165)


      Accrued interest and accrued
       income taxes                                  (35)                                    15


      Other assets and liabilities                   (19)                                    63



      Net cash (used) provided by
       operating activities                           474                                    380



     
                Investing Activities


      Proceeds from sale of assets                     37                                     12


      Proceeds from sale of
       investment in nonconsolidated
       affiliates                                       -                                     2


      Net proceeds from sale of
       business                                         6


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


      Proceeds from deferred purchase
       price of factored receivables                  107                                     47



     Other                                           (3)                                     2



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



     
                Financing Activities


      Proceeds from term loans and
       notes                                          511                                     29


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


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


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


      Debt issuance costs of long-
       term debt                                      (9)


      Net decrease in bank overdrafts                (11)                                   (1)


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



     Other                                            30                                    (2)


      Distributions to noncontrolling
       interest partners                             (24)                                  (23)



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


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



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


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



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



                   Supplemental Cash Flow Information


      Cash paid during the period for
       interest                                              $
              58                                  $
        54


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


                   Non-cash Investing Activities


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


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


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


                                                                                                               
        ATTACHMENT 1


                                                
              
                TENNECO INC.


                              
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                 
              
                Unaudited


                                                  
              (dollars in millions)




                                                                                     Twelve Months Ended

                                                                                      December 31,




     
                Operating Activities                            2020                             2019

                                                                                                    ---


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


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


      Goodwill and intangible impairment charges                    383                                       241



     Depreciation and amortization                                 639                                       673



     Deferred income taxes                                         301                                     (151)



     Stock-based compensation                                       18                                        25


      Restructuring charges and asset impairments,
       net of cash paid                                             500                                        11


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


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


      Cash dividends received from nonconsolidated
       affiliates                                                    23                                        53


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



     Changes in operating assets and liabilities:



     Receivables                                                 (182)                                    (225)



     Inventories                                                   279                                       284



     Payables and accrued expenses                                 308                                      (66)


      Accrued interest and accrued income taxes                    (12)                                        3



     Other assets and liabilities                                  (9)                                     (84)



      Net cash (used) provided by operating
       activities                                                   629                                       444



     
                Investing Activities



     Acquisitions, net of cash acquired                              -                                    (158)



     Proceeds from sale of assets                                   45                                        20


      Proceeds from sale of investment in
       nonconsolidated affiliates                                     -                                        2



     Net proceeds from sale of business                              9                                        22


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


      Proceeds from deferred purchase price of
       factored receivables                                         283                                       250



     Other                                                           -                                        2



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



     
                Financing Activities



     Proceeds from term loans and notes                            654                                       200



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


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


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



     Repurchase of common shares                                   (1)                                      (2)



     Cash dividends                                                  -                                     (20)


      Debt issuance costs of long-term debt                        (25)



     Net decrease in bank overdrafts                               (2)                                     (13)


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


      Distributions to noncontrolling interest
       partners                                                    (42)                                     (43)



     Other                                                          40                                       (4)



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


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



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


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



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




     
                Supplemental Cash Flow Information


      Cash paid during the year for interest                                  $
              246                                  $
        284


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


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



     
                Non-cash Investing Activities


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


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


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


                                                                                                                                                                                                                                                                                                                                                              
          ATTACHMENT 2


                                                                                                                                                                             
              
                TENNECO INC.


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


                                                                                                                                                                               
              
                Unaudited


                                                                                                                                                                     
           (dollars in millions, except per share amounts)




                                                                  
           
             Q4 2020                                                                                    
              
                Q4 2019

                                                                                                                                                                                             ---

                                  Net            
      Per               Net income                   Income  EBIT           EBITDA (3) 
          Net                   
         Per                           Net income                           Income       EBIT                  EBITDA (3)

                                income             Share                (loss)                      tax                                   income                       Share                            (loss)                              tax

                                (loss)                               attributable                (expense)                                (loss)                                                     attributable
                                                                           to                                                                                                                              to                            (expense)

                             attributable                           noncontrolling                benefit                              attributable                                                 noncontrolling                        benefit

                              to Tenneco                               interests                                                        to Tenneco                                                     interests

                                 Inc.                                                                                                      Inc.

                                                                                                                                                                                                                                                                                     ---

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



     Adjustments:


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


      Acquisition and
       expected separation
       costs (6)                        2                    0.02                                                       1                            1                                   1                                                           28                  0.36                                    (2)                      30               30


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


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


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


      Cost reduction
       initiatives (8)                                                                                                                                                                                                                                                                                       1                      (1)            (1)


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


      Purchase accounting
       charges (10)                                                                                                                                                                                                                              4                  0.05                                       2                        2               2


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


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


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


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


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



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


                                                                                          
       Q4 2020



                                                             
         Global Segments



                                   Clean          Powertrain                 Motorparts                   Ride     Total             Corporate     Total

                                    Air                                                               Performance



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


      Net income (loss)
       attributable to
       noncontrolling interests                                                                                                                       19




     Net income (loss)                                                                                                                              186


      Income tax (expense) benefit                                                                                                                   (6)



     Interest expense                                                                                                                              (68)



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


      Depreciation and
       amortization                                                                                                                                  158



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


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

                                                                                                                                                       4


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


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


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


      Gain on extinguishment of
       debt                                                                                                                                                                   (2)                 (2)



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







                                                                                          
       Q4 2019

                                                                                                                                               ---

                                                             
         Global Segments



                                   Clean          Powertrain                 Motorparts                   Ride     Total             Corporate     Total

                                    Air                                                               Performance



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


      Net income (loss)
       attributable to
       noncontrolling interests                                                                                                                       75




     Net income (loss)                                                                                                                            (238)


      Income tax (expense) benefit                                                                                                                  (14)



     Interest expense                                                                                                                              (80)



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


      Depreciation and
       amortization                                                                                                                                  170



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


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


      Acquisition and expected
       separation costs (6)                                                                                                                                                    30                   30


      Cost reduction initiatives
       (8)                                                                                                                                                                   (1)                 (1)


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


      Purchase accounting charges
       (10)                                                    2                                                                                       2                                             2


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


      Process harmonization (12)       8                                                                         4                 4                     16                                            16


      Pension adjustments (13)                                                                                                                                                (2)                 (2)



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


     _________________________________________



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





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





     (7) Reduction in estimated antitrust accrual.





     (8) Costs related to cost reduction initiatives.





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




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





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





     (12) Charges due to process harmonization.




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


                                                                                                                                                                                                                                                                                                                                                                  
        ATTACHMENT 2


                                                                                                                                                                                  
              
                TENNECO INC.


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


                                                                                                                                                                                    
              
                Unaudited


                                                                                                                                                                             
        (dollars in millions, except per share amounts)




                                                                      
     
                Q4 2020 YTD                                                                                      
              
                Q4 2019 YTD

                                                                                                                                                                                                      ---

                              
          Net                   
      Per             Net income                   Income     EBIT      EBITDA (3)          
            Net          
        Per                              Net income                      Income       EBIT          EBITDA (3)

                                   income                     Share              (loss)                
         tax                                            income             Share                               (loss)                    
        tax

                                   (loss)                                    attributable                (expense)                                         (loss)                                              attributable
                                                                                     to                                                                                                                                to                       (expense)

                                attributable                                noncontrolling                benefit                                       attributable                                          noncontrolling                   benefit

                                 to Tenneco                                    interests                                                                 to Tenneco                                              interests

                             
          Inc.                                                                                                                    Inc.

                                                                                                                                                                                                                                                                                  ---

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



     Adjustments:


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


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


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


      Acquisition and
       expected separation
       costs (8)                          31                     0.39                                                      (7)                  38                                    38                                                 102                         1.27                                    (25)                        127               127


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


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


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


      OPEB curtailment (10)             (21)                  (0.26)                                                                        (21)                                 (21)


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


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


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


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


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


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


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


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


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


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


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


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



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


                                                                                      
          Q4 2020 YTD



                                                                 
     Global Segments



                                   Clean          Powertrain         Motorparts                           Ride      Total            Corporate   Total

                                    Air                                                               Performance



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


      Net income (loss)
       attributable to
       noncontrolling interests                                                                                                                     61




     Net income (loss)                                                                                                                        (1,460)


      Income tax (expense) benefit                                                                                                               (459)



     Interest expense                                                                                                                           (277)



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


      Depreciation and
       amortization                                                                                                                                639



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


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


      Inventory write-down(6)                                                                                  73                                    73                                                 73


      Asset impairments (7)                                    4                                                27              455                   486                            17                   503


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


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


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


      Gain on extinguishment of
       debt                                                                                                                                                                     (2)                  (2)


      OPEB curtailment (10)                                                                                                                                                    (21)                 (21)


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



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







                                                                                      
          Q4 2019 YTD

                                                                                                                                               ---

                                                                 
     Global Segments



                                   Clean          Powertrain         Motorparts                           Ride      Total            Corporate   Total

                                    Air                                                               Performance



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


      Net income (loss)
       attributable to
       noncontrolling interests                                                                                                                    114




     Net income (loss)                                                                                                                          (220)


      Income tax (expense) benefit                                                                                                                (19)



     Interest expense                                                                                                                           (322)



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


      Depreciation and
       amortization                                                                                                                                673



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


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


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


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


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


      Cost reduction initiatives
       (12)                                                                                                                                                                     15                    15


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


      Purchase accounting charges
       (14)                                                  12                                                41                4                    57                                                 57


      Process harmonization (15)      13                                                                         9                4                    26                                                 26


      Warranty charge (16)                                                                                      8                                     8                                                  8


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


      Out of period adjustment
       (18)                                                                                                                    5                     5                                                  5


      Pension adjustments (19)                                                                                                                                                  (2)                  (2)


      Impairment of assets held
       for sale                                                                                                 8                                     8                                                  8



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


     _________________________________________



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




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





     (7) Asset impairment charges.





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





     (9) Reduction in estimated antitrust accrual.




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





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





     (12) Costs related to cost reduction initiatives.





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




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





     (15) Charge due to process harmonization.




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





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





     (18) Inventory losses attributable to prior periods.




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




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





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


                                                                                                                                                                           
      ATTACHMENT 2


                                                                
              
                TENNECO INC.


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


                                                                  
              
                Unaudited


                                                              
          (dollars in millions except percents)




                                        
     
                Q4 2020



                      Revenues              Substrate Sales                                     Value-add                   Currency                   Value-add

                                                                    Revenues                                      Impact on            Revenues

                                                                                                                  Value-add            excluding

                                                                                                                  Revenues             Currency

                                                                                                                                               ---

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


     Powertrain          1,120                                                         1,120                                                        34             1,086


     Motorparts            730                                                           730                                                         1               729


     Ride Performance      683                                                           683                                                        18               665



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







                                        
     
                Q4 2019



                      Revenues              Substrate Sales                                     Value-add                   Currency                   Value-add

                                                                    Revenues                                      Impact on            Revenues

                                                                                                                  Value-add            excluding

                                                                                                                  Revenues             Currency

                                                                                                                                               ---

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


     Powertrain          1,018                                                         1,018                                                                      1,018


     Motorparts            741                                                           741                                                                        741


     Ride Performance      641                                                           641                                                                        641



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


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



                         Revenues                                       % Change                      Value-add Revenues     % Change

                                                                                                      excluding Currency




     Clean Air                   $
          374                                                      21                     $
           49         5
                                                                                                   %                                        %



     Powertrain              102                                                         10                   68                         7
                                                                                          %                                             %



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

                                                                                          %                                             %



     Ride Performance         42                                                          7                   24                         4
                                                                                          %                                             %




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


     _________________________________



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




      (2) Tenneco presents the above reconciliation of revenues in order
       to 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)




                                              
              
          Q4 2020 YTD



                      Revenues            Substrate Sales                                   Value-add                        Currency                    Value-add

                                                                  Revenues                                       Impact on               Revenues

                                                                                                                 Value-add               excluding

                                                                                                                 Revenues                Currency

                                                                                                                                                 ---

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


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


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


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



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







                                              
              
          Q4 2019 YTD



                      Revenues            Substrate Sales                                   Value-add                        Currency                    Value-add

                                                                  Revenues                                       Impact on               Revenues

                                                                                                                 Value-add               excluding

                                                                                                                 Revenues                Currency

                                                                                                                                                 ---

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


     Powertrain          4,408                                                        4,408                                                                          4,408


     Motorparts          3,167                                                        3,167                                                                          3,167


     Ride Performance    2,754                                                        2,754                                                                          2,754



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


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



                      Revenues                          % Change                                      Value-add
                                                                                                       Revenues % Change

                                                                                                      excluding
                                                                                                       Currency



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

                                                                                                              %                               %


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

                                                                          %                                                              %


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

                                                                          %                                                              %


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

                                                                          %                                                              %



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


     _________________________________________



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




      (2) Tenneco presents the above reconciliation of revenues in order to 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 NON-GAAP MEASURES


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


                                                                                                   
              
                Unaudited


                                                                                            
              (dollars in millions except ratios)




                                                                                                                               December 31,                             December 31,

                                                                                                                                       2020                                      2019

                                                                                                                                                                                 ---


     Total debt                                                                                                                              $
              5,333                                      $
      5,556



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




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



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


      Ratio of debt net of total cash balances to adjusted LTM EBITDA including noncontrolling
       interests (4)                                                                                                                   4.3x                                           3.5x


     _________________________________________


      (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
       Adjusted LTM 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 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.


                                                                                                                                                                                 
            ATTACHMENT 2


                                                                         
              
                TENNECO INC.


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


                                                                           
              
                Unaudited


                                                                           
              (dollars in millions)




                                                          
         
            Q4 2020



                     Revenues            Currency                     Revenues                                               Substrate     Value-add

                                                                    Excluding                                                Sales       Revenues

                                                                    Currency                                               Excluding     Excluding

                                                                                                                           Currency      Currency

                                                                                                                                                 ---

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


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


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



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





                                                          
         
            Q4 2019*



                     Revenues            Currency                     Revenues                                               Substrate     Value-add

                                                                    Excluding                                                Sales       Revenues

                                                                    Currency                                               Excluding     Excluding

                                                                                                                           Currency      Currency

                                                                                                                                                 ---

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


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


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



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





                                                        
         
            Q4 2020 YTD*



                     Revenues            Currency                     Revenues                                               Substrate     Value-add

                                                                    Excluding                                                Sales       Revenues

                                                                    Currency                                               Excluding     Excluding

                                                                                                                           Currency      Currency

                                                                                                                                                 ---

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


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


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



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





                                                        
         
            Q4 2019 YTD*



                     Revenues            Currency                     Revenues                                               Substrate     Value-add

                                                                    Excluding                                                Sales       Revenues

                                                                    Currency                                               Excluding     Excluding

                                                                                                                           Currency      Currency

                                                                                                                                                 ---

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


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


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



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


     __________________________________


      * Prior to the second quarter 2020, original equipment service
       revenues was previously classified within original equipment light
       vehicle revenues and original equipment commercial truck, off-
       highway, industrial and other revenues.





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




      (2) Tenneco presents the above reconciliation of revenues in order
       to 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.




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


                                                                                                                                                                                                                                                 
       ATTACHMENT 2


                                                                                                                    
              
                TENNECO INC.


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


                                                                                                                      
              
                UNAUDITED


                                                                                                              
              (dollars in millions except percents)




                                                                              
           
       Q4 2020



                                                    
     
     Global Segments



                 Clean Air            Powertrain           Motorparts                                   Ride                                        Total                                        Corporate Total

                                                                                                  Performance

                                                                                                                                                                                                             ---

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


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



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





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


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


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




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


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


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






                                                                              
           
       Q4 2019



                                                    
     
     Global Segments



                 Clean Air            Powertrain           Motorparts                                   Ride                                        Total                                        Corporate Total

                                                                                                  Performance

                                                                                                                                                                                                             ---

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


     Less:
      Substrate
      sales            769                                                                                                                                                                                    769                          769



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





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


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


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




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


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


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


     ________________________________________



     (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)




                                                                            
          
       Q4 2020 YTD



                                                   
     
     Global Segments



                 Clean Air            Powertrain          Motorparts                                    Ride                                        Total                                           Corporate      Total

                                                                                                  Performance

                                                                                                                                                                                                                     ---

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


     Less:
      Substrate
      sales          3,355                                                                                                                                                                                          3,355                                    3,355



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





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


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


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




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


     Adjusted
      EBITDA as          %                        %                                                           %                                                             %
      a % of
      revenue          6.7                       9.3                                                         14.1                                                            1.6                               7.9
            %                   6.8
           %


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






                                                                            
          
       Q4 2019 YTD



                                                   
     
     Global Segments



                 Clean Air            Powertrain          Motorparts                                    Ride                                        Total                                           Corporate      Total

                                                                                                  Performance

                                                                                                                                                                                                                     ---

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


     Less:
      Substrate
      sales          3,027                                                                                                                                                                                          3,027                                    3,027



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





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


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


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




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


     Adjusted
      EBITDA as          %                        %                                                           %                                                             %
      a % of
      revenue          8.5                       9.6                                                         13.0                                                            5.7                               9.2
            %                   8.1
           %


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


     _________________________________________



     (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)




                                                   
              
                Q4 2020



                        Revenues                                          Substrate                                    Value-add
                                                                             Sales                                      Revenues

                                                                                                                             ---

     Clean Air                      $
          313                                                                                  $
     125                     $
       188


     Powertrain              224                                                                                                         224


     Ride Performance         71                                                                                                          71



     Total Tenneco
      Inc.                          $
          608                                                                                  $
     125                     $
       483





                                                  
              
                Q4 2019*



                        Revenues                                          Substrate                                    Value-add
                                                                             Sales                                      Revenues

                                                                                                                             ---

     Clean Air                      $
          264                                                                                  $
     108                     $
       156


     Powertrain              240                                                                                                         240


     Ride Performance         72                                                                                                          72



     Total Tenneco
      Inc.                          $
          576                                                                                  $
     108                     $
       468





                                                
              
                Q4 2020 YTD*



                        Revenues                                          Substrate                                    Value-add
                                                                             Sales                                      Revenues

                                                                                                                             ---

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


     Powertrain              765                                                                                                         765


     Ride Performance
      (3)                   238                                                                                                         238



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





                                                
              
                Q4 2019 YTD*



                        Revenues                                          Substrate                                    Value-add
                                                                             Sales                                      Revenues

                                                                                                                             ---

     Clean Air                    $
          1,114                                                                                  $
     411                     $
       703


     Powertrain              916                                                                                                         916


     Ride Performance        340                                                                                                         340



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


     ________________________________


      * Prior to the second quarter 2020, original equipment service
       revenues related to original equipment commercial truck, off-
       highway, industrial and other were previously classified within
       original equipment commercial truck, off-highway, industrial and
       other revenues.





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




      (2)  Tenneco presents the above reconciliation of revenues in order
       to 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.




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

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SOURCE Tenneco Inc.