Tenneco Reports Second Quarter 2019 Results

August 6, 2019 6:30 AM

LAKE FOREST, Ill., Aug. 6, 2019 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) reported second quarter 2019 revenue▲ of $4.5 billion, a 78% increase versus $2.5 billion a year ago, which includes $1.9 billion from acquisitions. On a constant currency pro forma basis, total revenue increased 1% versus last year, while light vehicle industry production* declined 8% in the quarter. Value-add revenue for the second quarter was $3.7 billion.

Tenneco, Inc. Logo (PRNewsfoto/Tenneco, Inc.)

The company reported net income for second quarter 2019 of $26 million, or 32-cents per diluted share. Second quarter 2018 net income▲ was $47 million, or 92-cents per diluted share. Second quarter 2019 adjusted net income was $97 million, or $1.20 per diluted share, compared with $96 million, or $1.84 per diluted share last year. Diluted shares outstanding in the second quarter increased 57% to 80.9 million shares, from 51.6 million shares in the second quarter 2018, primarily due to the acquisition of Federal-Mogul.

Second quarter EBIT (earnings before interest, taxes and noncontrolling interests) was $141 million including the acquired Federal-Mogul business, versus $111 million last year. EBIT as a percent of revenue was 3.1% versus 4.4% last year and compares to -0.5% last quarter.

Second quarter adjusted EBITDA was $414 million versus $233 million last year. Adjusted EBITDA as a percent of value-add revenue was 11.1%. Second quarter performance improved 240 basis points sequentially, compared to first quarter 2019, driven by the ramp up of synergy benefits and cost control initiatives. Cash generated from operations was $50 million.

"Tenneco's revenue growth outpaced industry production by nine percentage points, driven by higher light vehicle, commercial truck and off-highway revenues," said Brian Kesseler, co-CEO, Tenneco. "We delivered sequential earnings improvement on flat revenue quarter to quarter, with disciplined cost management and effective synergy capture actions."

OUTLOOK

Third Quarter 2019Tenneco expects third quarter revenue in the range of $4.3 billion to $4.4 billion. Further, the company expects its third quarter adjusted EBITDA to be in the range of $390 million to $410 million, including year-over-year pro forma margin improvement of approximately 100 basis points in both the DRiV and New Tenneco divisions.

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

  • Total revenues in the range of $17.6 billion to $17.8 billion.
  • Value-add revenues in the range of $14.6 billion to $14.8 billion
  • Value-add adjusted EBITDA margin of 10.4% to 10.6%
  • Adjusted EBITDA of $1,515 million to $1,565 million
  • Interest expense of ~$335 million
  • Cash taxes in the range of $180 million to $200 million
  • Capital expenditures of ~$730 million
  • Net debt/LTM adjusted EBITDA of 3.3x

"In the third quarter, we expect our revenues to outgrow the markets we serve," said Roger Wood, co-CEO, Tenneco. "More importantly, we anticipate higher margins on a year-over-year basis in both divisions supported by operational performance improvements, synergy realization and our continued focus on eliminating waste and cost throughout the business."

Leverage and Spin Update The company confirmed its targeted timing for the separation of the business into two standalone companies, and expects the DRiV™ spinoff to occur mid-2020. Management remains focused and committed to the separation of the businesses.

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

▲ Financial results for the second quarter of 2018 have been revised for certain immaterial adjustments, which are further discussed in Tenneco's Form 10-Q for the quarter ended June 30, 2019.

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

Attachment 1Statements of Income – 3 MonthsStatements of Income – 6 MonthsBalance SheetsStatements of Cash Flows – 3 MonthsStatements of Cash Flows – 6 Months

Attachment 2Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 MonthsReconciliation of GAAP to Non-GAAP Earnings Measures – 6 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 6 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 and 6 MonthsReconciliation of Non-GAAP Measures – Debt Net of Cash/Pro Forma Adjusted LTM EBITDA including noncontrolling interestsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment and Aftermarket Revenue – 3 and 6 Months Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 Months Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 6 Months Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues – 3 and 6 MonthsReconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures – 2018 quarterlyReconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures – 2018 and 2017 annualDivision Level Q3 and FY 2019 Outlook

CONFERENCE CALLThe company will host a conference call on Tuesday, August 6, 2019 at 9:30 a.m. ET. The dial-in number is 833-366-1121 (domestic) or 412-902-6733 (international). The passcode is: Tenneco Inc. The call and accompanying slides will be available on the financial section of the Tenneco web site at www.investors.tenneco.com. A recording of the call will be available one hour following completion of the call on August 6, 2019 through August 13, 2019. To access this recording, dial 877-344-7529 (domestic) or 412-317-0088 (international) or 855 669-9658 (Canada). The replay access code is 10133241. The purpose of the call is to discuss the company's operations for the second fiscal quarter 2019, as well as provide updated information regarding matters impacting the company's outlook, including the plan to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as a new Powertrain Technology company. A copy of the press release is available on the financial and news sections of the Tenneco web site.

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

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

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

About Revenue and EBITDA GuidanceRevenue estimates and other forecasted information in this release are based on OE manufacturers' programs that have been formally awarded to the company; programs where Tenneco is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco's status as supplier for the existing program and its relationship with the customer. This information is also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. Certain elements of the restructuring and related expenses, legal settlements and other unusual charges we incur from time to time cannot be forecasted accurately. In this respect, we are not able to reconcile forecasted adjusted EBITDA (and the related margins) on a forward-looking basis to the most comparable GAAP measures without unreasonable efforts on account of these factors and other factors not in our control. For certain additional assumptions upon which these estimates are based, see the slides accompanying the August 6, 2019 webcast, which will be available on the financial section of the Tenneco website at www.investors.tenneco.com.

About Forward-Looking Statements This press release contains forward-looking statements. The words "may," "will," "believe," "should," "could," "plan," "expect," "anticipate," "estimate," and similar expressions (and variations thereof), identify these forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these statements involve risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include:

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

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

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

The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is, and will be, detailed from time to time in the company's SEC filings, including but not limited to its annual report on Form 10-K for the year ended December 31, 2018.

Investor inquiries:

Media inquiries:

Linae Golla

Bill Dawson

847-482-5162

847-482-5807

lgolla@tenneco.com

bdawson@tenneco.com

Rich Kwas

Steve Blow

248-849-1340

517-262-0655

rich.kwas@tenneco.com

sblow@tenneco.com

ATTACHMENT 1

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF INCOME (LOSS)

Unaudited

THREE MONTHS ENDED JUNE 30,

(Millions except per share amounts)

2019

2018*

Net sales and operating revenues:

Clean Air - Value-add revenues

$ 1,050

$ 1,073

Clean Air - Substrate sales

777

621

Powertrain

1,133

-

Motorparts

835

333

Ride Performance

709

506

Total net sales and operating revenues

$ 4,504

$ 2,533

Costs and expenses:

Cost of sales

3,793

(e) (f) (g)

2,134

Selling, general and administrative

288

(b) (c)

154

(j) (k) (l) (m)

Depreciation and amortization

169

(a)

60

Engineering, research, and development

78

39

Restructuring charges and asset impairments

61

(a) (d)

29

(i) (l)

Total costs and expenses

4,389

2,416

Other expense (income):

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

4

3

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

(17)

-

Other expense (income), net

(13)

3

Total other expense (income)

(26)

6

Earnings before interest expense, income taxes, and noncontrolling interests:

Clean Air

113

(a) (f)

103

(i) (l)

Powertrain

42

(a) (d)

-

Motorparts

75

(a) (c) (d) (e) (g)

51

(i) (l)

Ride Performance

(11)

(a) (d) (e)

3

(i) (j)

Corporate

(78)

(b) (c) (d)

(46)

(k) (l) (m)

Total earnings before interest expense, income taxes, and noncontrolling interests

141

111

Interest expense

82

(o)

22

(o)

Earnings before income taxes and noncontrolling interests

59

89

Income tax expense

14

(h)

26

(n)

Net income

45

63

Less: Net income attributable to noncontrolling interests

19

16

Net income attributable to Tenneco Inc.

$ 26

$ 47

Weighted average common shares outstanding:

Basic

80.9

51.3

Diluted

80.9

51.6

Earnings per share of common stock:

Basic

$ 0.32

$ 0.92

Diluted

$ 0.32

$ 0.92

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

(a) Includes restructuring and related charges of $60 million pre-tax, $44 million after tax and noncontrolling interests or $0.54 per diluted share. Of the amount, $57 million is recorded in restructuring charges and asset impairments and $3 million is recorded in depreciation and amortization. $15 million is recorded in Clean Air, $16 million is recorded in Powertrain, $3 million is recorded in Motorparts and $26 million is recorded in Ride Performance.

(b) Includes costs related to cost reduction initiatives of $2 million pre-tax, $1 million after tax or $0.02 per diluted share.

(c) Includes acquisition and expected spin costs of $27 million pre-tax, $19 million after tax or $0.23 per diluted share. $1 million is recorded in Motorparts and $26 million is recorded in Corporate.

(d) Includes costs to achieve synergies of $7 million pre-tax, $5 million after tax or $0.06 per diluted share. Of the amount, $4 million is recorded in restructuring charges and asset impairments and $3 million is recorded in selling, general and administrative. $2 million is recorded in Powertrain, $4 million is recorded in Motorparts, $(1) million is recorded in Ride Performance and $2 million is recorded in Corporate.

(e) Includes charges related to purchase accounting of $3 million pre-tax, $1 million after tax or $0.02 per diluted share. $1 million is recorded in Motorparts and $2 million is recorded in Ride Performance.

(f) Includes process harmonization charge of $1 million pre-tax.

(g) Includes warranty charge of $7 million pre-tax, $5 million after tax or $0.06 per diluted share.

(h) Includes net tax benefit of $4 million or $0.05 per diluted share for discrete tax adjustments recognized in the period.

(i) Includes restructuring and related charges of $21 million pre-tax, $14 million after tax and noncontrolling interests or $0.26 per diluted share. $11 million is recorded in Clean Air, $2 million is recorded in Motorparts and $8 million is recorded in Ride Performance.

(j) Includes costs related to cost reduction initiatives of $10 million pre-tax, $7 million after tax or $0.14 per diluted share.

(k) Includes acquisition costs of $18 million pre-tax, $14 million after tax or $0.27 per diluted share.

(l) Includes costs to achieve synergies of $9 million pre-tax, $7 million after tax or $0.11 per diluted share. Of the amount, $8 million is recorded in restructuring charges and asset impairments and $1 million is recorded in selling, general and administrative. $6 million is recorded in Clean Air, $1 million is recorded in Motorparts and $2 million is recorded in Corporate.

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

(n) Includes net tax expense of $4 million or $0.08 per diluted share for discrete tax adjustments recognized in the period.

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

ATTACHMENT 1

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF INCOME (LOSS)

Unaudited

SIX MONTHS ENDED JUNE 30,

(Millions except per share amounts)

2019

2018*

Net sales and operating revenues:

Clean Air - Value-add revenues

$ 2,123

$ 2,177

Clean Air - Substrate sales

1,483

1,273

Powertrain

2,308

-

Motorparts

1,632

645

Ride Performance

1,442

1,019

Total net sales and operating revenues

$ 8,988

$ 5,114

Costs and expenses:

Cost of sales

7,657

(e) (g) (h)

4,327

(n)

Selling, general and administrative

604

(b) (c) (d)

305

(k) (l) (m) (o)

Depreciation and amortization

338

(a)

120

Engineering, research, and development

170

79

Restructuring charges and asset impairments

85

(a) (d)

41

(j) (m)

Goodwill impairment charge

60

(f)

-

Total costs and expenses

8,914

4,872

Other expense (income):

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

6

6

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

(33)

-

Other expense (income), net

(16)

3

Total other expense (income)

(43)

9

Earnings before interest expense, income taxes, and noncontrolling interests:

Clean Air

207

(a) (d) (g)

223

(j) (m)

Powertrain

96

(a) (d) (e)

-

Motorparts

84

(a) (c) (d) (e) (g) (h)

90

(j) (m)

Ride Performance

(92)

(a) (d) (e) (f)

10

(j) (k) (n)

Corporate

(178)

(a) (b) (c) (d)

(90)

(l) (m) (o)

Total earnings before interest expense, income taxes, and noncontrolling interests

117

233

Interest expense

163

(q)

45

(q)

Earnings (Loss) before income taxes and noncontrolling interests

(46)

188

Income tax expense

14

(i)

51

(p)

Net income (loss)

(60)

137

Less: Net income attributable to noncontrolling interests

31

30

Net income (loss) attributable to Tenneco Inc.

$ (91)

$ 107

Weighted average common shares outstanding:

Basic

80.9

51.2

Diluted

80.9

51.5

Earnings (Loss) per share of common stock:

Basic

$ (1.13)

$ 2.08

Diluted

$ (1.13)

$ 2.07

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

(a) Includes restructuring and related charges of $80 million pre-tax, $60 million after tax and noncontrolling interests or $0.73 per diluted share. Of the amount, $74 million is recorded in restructuring charges and asset impairments and $6 million is recorded in depreciation and amortization. $19 million is recorded in Clean Air, $17 million is recorded in Powertrain, $4 million is recorded in Motorparts, $39 million is recorded in Ride Performance and $1 million is recorded in Corporate.

(b) Includes costs related to cost reduction initiatives of $10 million pre-tax, $7 million after tax or $0.09 per diluted share.

(c) Includes acquisition and expected spin costs of $67 million pre-tax, $51 million after tax or $0.62 per diluted share. $1 million is recorded in Motorparts and $66 million is recorded in Corporate.

(d) Includes costs to achieve synergies of $14 million pre-tax, $11 million after tax or $0.14 per diluted share. Of the amount, $11 million is recorded in restructuring charges and asset impairments and $3 million is recorded in selling, general and administrative. $1 million is recorded in Clean Air, $2 million is recorded in Powertrain, $7 million is recorded in Motorparts, $2 million is recorded in Ride Performance and $2 million is recorded in Corporate.

(e) Includes charges related to purchase accounting of $44 million pre-tax, $35 million after tax or $0.44 per diluted share. $2 million is recorded in Powertrain, $37 million is recorded in Motorparts and $5 million is recorded in Ride Performance.

(f) Represents goodwill impairment charges of $60 million pre-tax, $60 million after tax or $0.74 per diluted share.

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

(h) Includes warranty charge of $7 million pre-tax, $5 million after tax or $0.06 per diluted share.

(i) Includes net tax benefit of $6 million or $0.07 per diluted share for discrete tax adjustments recognized in the period.

(j) Includes restructuring and related charges of $33 million pre-tax, $22 million after tax and noncontrolling interests or $0.42 per diluted share. $12 million is recorded in Clean Air, $4 million is recorded in Motorparts and $17 million is recorded in Ride Performance.

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

(l) Includes acquisition costs of $31 million pre-tax, $25 million after tax or $0.48 per diluted share.

(m) Includes costs to achieve synergies of $9 million pre-tax, $7 million after tax or $0.12 per diluted share. Of the amount, $8 million is recorded in restructuring charges and asset impairments and $1 million is recorded in selling, general and administrative. $6 million is recorded in Clean Air, $1 million is recorded in Motorparts and $2 million is recorded in Corporate.

(n) Includes warranty charge of $5 million pre-tax, $4 million after tax or $0.08 per diluted share.

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

(p) Includes net tax expense of $4 million or $0.09 per diluted share for discrete tax adjustments recognized in the period.

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

ATTACHMENT 1

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

BALANCE SHEETS

Unaudited

(Millions)

June 30, 2019

December 31, 2018

Assets

Cash and cash equivalents

$ 384

$ 697

Restricted cash

6

5

Receivables, net

2,847

(a)

2,572

(a)

Inventories

2,207

2,245

Prepayments and other current assets

550

590

Other noncurrent assets

4,029

3,622

Property, plant and equipment, net

3,569

3,501

Total assets

$ 13,592

$ 13,232

Liabilities and Shareholders' Equity

Short-term debt, including current maturities of long-term debt

$ 170

$ 153

Accounts payable

2,725

2,759

Accrued compensation and employee benefits

391

343

Accrued income taxes

-

64

Accrued expenses and other current liabilities

1,024

1,001

Long-term debt

5,508

(b)

5,340

(b)

Deferred income taxes

110

88

Pension and postretirement benefits

1,129

1,167

Deferred credits and other liabilities

546

263

Redeemable noncontrolling interests

145

138

Tenneco Inc. shareholders' equity

1,638

1,726

Noncontrolling interests

206

190

Total liabilities, redeemable noncontrolling interests and equity

$ 13,592

$ 13,232

June 30, 2019

December 31, 2018

(a)

Accounts receivable net of:

Accounts receivable outstanding and derecognized

$ 1,098

$ 1,011

June 30, 2019

December 31, 2018

(b)

Long-term debt composed of:

Revolver Borrowings

$ 250

$ -

LIBOR plus 1.75% Term Loan A due 2019 through 2023

1,649

1,691

LIBOR plus 3.00% Term Loan B due 2019 through 2025

1,626

1,629

$225 million of 5.375% Senior Notes due 2024

222

222

$500 million of 5.000% Senior Notes due 2026

494

493

€415 million 4.875% Euro Fixed Rate Notes due 2022

489

496

€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024

345

349

€350 million of 5.000% Euro Fixed Rate Notes due 2024

422

427

Other Debt, primarily foreign instruments

91

106

5,588

5,413

Less: maturities classified as current

80

73

Total long-term debt

$ 5,508

$ 5,340

ATTACHMENT 1

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Unaudited

(Millions)

Three Months Ended June 30,

2019

2018*

Operating Activities

Net income

$ 45

$ 63

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

169

60

Deferred income taxes

(6)

(8)

Stock-based compensation

6

2

Restructuring charges and asset impairments, net of cash paid

28

14

Change in pension and other postretirement benefit plans

(15)

2

Equity in earnings of nonconsolidated affiliates

(17)

-

Cash dividends received from nonconsolidated affiliates

12

-

Loss (gain) on sale of assets

(1)

-

Changes in operating assets and liabilities:

Receivables

(89)

(12)

Inventories

90

(19)

Payables and accrued expenses

(109)

21

Accrued interest and accrued income taxes

(28)

2

Other assets and liabilities

(35)

(47)

Net cash provided by operating activities

50

78

Investing Activities

Proceeds from sale of assets

4

3

Cash payments for property, plant and equipment

(169)

(85)

Proceeds from deferred purchase price of factored receivables

87

32

Other

(3)

2

Net cash used by investing activities

(81)

(48)

Financing Activities

Proceeds from term loans and notes

83

3

Repayments of term loans and notes

(126)

(15)

Borrowings on revolving lines of credit

2,406

1,402

Payments on revolving lines of credit

(2,273)

(1,425)

Issuance (repurchase) of common shares

-

1

Cash dividends

-

(12)

Debt issuance cost of long-term debt

-

(2)

Net increase (decrease) in bank overdrafts

(7)

(3)

Other

2

10

Distributions to noncontrolling interest partners

(19)

(28)

Net cash provided (used) by financing activities

66

(69)

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

(8)

(14)

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

27

(53)

Cash, cash equivalents and restricted cash, beginning of period

363

290

Cash, cash equivalents and restricted cash, end of period

$ 390

$ 237

Supplemental Cash Flow Information

Cash paid during the period for interest

$ 71

$ 17

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

57

31

Non-cash Investing Activities

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

$ 116

$ 54

Deferred purchase price of receivables factored in the period

52

71

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

ATTACHMENT 1

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Unaudited

(Millions)

Six Months Ended June 30,

2019

2018*

Operating Activities

Net income (loss)

$ (60)

$ 137

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

Goodwill impairment charge

60

-

Depreciation and amortization

338

120

Deferred income taxes

(14)

(9)

Stock-based compensation

13

7

Restructuring charges and asset impairments, net of cash paid

14

10

Change in pension and other postretirement benefit plans

(32)

2

Equity in earnings of nonconsolidated affiliates

(33)

-

Cash dividends received from nonconsolidated affiliates

27

-

Loss (gain) on sale of assets

(1)

-

Changes in operating assets and liabilities:

Receivables

(401)

(233)

Inventories

101

(51)

Payables and accrued expenses

48

206

Accrued interest and accrued income taxes

(66)

(2)

Other assets and liabilities

(94)

(109)

Net cash provided (used) by operating activities

(100)

78

Investing Activities

Proceeds from sale of assets

5

5

Net proceeds from sale of business

22

-

Cash payments for property, plant and equipment

(379)

(174)

Acquisition of business (net of cash acquired)

(158)

-

Proceeds from deferred purchase price of factored receivables

147

66

Other

(1)

2

Net cash used by investing activities

(364)

(101)

Financing Activities

Proceeds from term loans and notes

111

9

Repayments of term loans and notes

(190)

(28)

Borrowings on revolving lines of credit

4,525

2,669

Payments on revolving lines of credit

(4,254)

(2,614)

Issuance (repurchase) of common shares

(2)

(1)

Cash dividends

(20)

(25)

Debt issuance cost of long-term debt

-

(2)

Net increase (decrease) in bank overdrafts

(8)

(7)

Other

(1)

(20)

Distributions to noncontrolling interest partners

(20)

(28)

Net cash provided (used) by financing activities

141

(47)

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

11

(11)

Decrease in cash, cash equivalents and restricted cash

(312)

(81)

Cash, cash equivalents and restricted cash, beginning of period

702

318

Cash, cash equivalents and restricted cash, end of period

$ 390

$ 237

Supplemental Cash Flow Information

Cash paid during the period for interest

$ 145

$ 40

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

100

56

Non-cash Investing Activities

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

$ 116

$ 54

Deferred purchase price of receivables factored in the period

52

71

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except per share amounts)

Q2 2019

Q2 2018*

Net incomeattributable toTenneco Inc.

Per Share

EBIT

EBITDA (3)

Net incomeattributable toTenneco Inc.

Per Share

EBIT

EBITDA (3)

Earnings Measures

$ 26

$ 0.32

$ 141

$ 310

$ 47

$ 0.92

$ 111

$ 171

Adjustments:

Restructuring and related expenses(4)

44

0.54

60

57

14

0.26

21

21

Cost reduction initiatives (5)

1

0.02

2

2

7

0.14

10

10

Acquisition and spin costs (6)

19

0.23

27

27

14

0.27

18

18

Costs to achieve synergies (7)

5

0.06

7

7

7

0.11

9

9

Purchase accounting charges (8)

1

0.02

3

3

-

-

-

-

Process harmonization (9)

-

-

1

1

-

-

-

-

Warranty charge (10)

5

0.06

7

7

-

-

-

-

Environmental charge (11)

-

-

-

-

3

0.06

4

4

Net tax adjustments

(4)

(0.05)

-

-

4

0.08

-

-

Adjusted Net income, EPS, EBIT, and EBITDA

$ 97

$ 1.20

$ 248

$ 414

$ 96

$ 1.84

$ 173

$ 233

Q2 2019

Global Segments

Clean Air

Powertrain

Motorparts

RidePerformance

Total

Corporate

Total

Net income attributable to Tenneco Inc.

$ 26

Net income attributable to noncontrolling interests

19

Net income

45

Income tax expense

14

Interest expense

82

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

$ 113

$ 42

$ 75

$ (11)

$ 219

$ (78)

$ 141

Depreciation and amortization

39

58

35

37

169

-

169

Total EBITDA including noncontrolling interests (3)

$ 152

$ 100

$ 110

$ 26

$ 388

$ (78)

$ 310

Restructuring and related expenses(4)

15

16

3

23

57

-

57

Cost reduction initiatives (5)

-

-

-

-

-

2

2

Acquisition and spin costs (6)

-

-

1

-

1

26

27

Costs to achieve synergies (7)

-

2

4

(1)

5

2

7

Purchase accounting charges (8)

-

-

1

2

3

-

3

Process harmonization (9)

1

-

-

-

1

-

1

Warranty charge (10)

-

-

7

-

7

-

7

Adjusted EBITDA

$ 168

$ 118

$ 126

$ 50

$ 462

$ (48)

(12)

$ 414

Q2 2018*

Global Segments

Clean Air

Motorparts

RidePerformance

Total

Corporate

Total

Net income attributable to Tenneco Inc.

$ 47

Net income attributable to noncontrolling interests

16

Net income

63

Income tax expense

26

Interest expense

22

EBIT, Earnings before interest expense, income taxes and noncontrolling interests

$ 103

$ 51

$ 3

$ 157

$ (46)

$ 111

Depreciation and amortization

39

4

17

60

-

60

Total EBITDA including noncontrolling interests (3)

$ 142

$ 55

$ 20

$ 217

$ (46)

$ 171

Restructuring and related expenses

11

2

8

21

-

21

Cost reduction initiatives (5)

-

-

10

10

-

10

Acquisition costs (6)

-

-

-

-

18

18

Costs to achieve synergies (7)

6

1

-

7

2

9

Environmental charge (11)

-

-

-

-

4

4

Adjusted EBITDA

$ 159

$ 58

$ 38

$ 255

$ (22)

$ 233

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

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

(2)Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results in a manner that allows a better understanding of the results of operational activities separate from the financial impact of decisions made for the long-term benefit of the company and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures reflected above to understand and analyze the results of the business. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate 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)Q2 2019 includes $3 million of accelerated depreciation related to plant closures.

(5)Costs related to cost reduction initiatives.

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

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

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

(9)Charge due to process harmonization.

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

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

(12)Corporate costs for each division are $23M for New Tenneco and $25M for DRiV.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except per share amounts)

YTD 2019

YTD 2018*

Net income(loss)attributable toTenneco Inc.

Per Share

EBIT

EBITDA (3)

Net incomeattributable toTenneco Inc.

Per Share

EBIT

EBITDA (3)

Earnings (Loss) Measures

$ (91)

$ (1.13)

$ 117

$ 455

$ 107

$ 2.07

$ 233

$ 353

Adjustments:

Restructuring and related expenses(4)

60

0.73

80

74

22

0.42

33

33

Cost reduction initiatives (5)

7

0.09

10

10

7

0.15

10

10

Acquisition and spin costs (6)

51

0.62

67

67

25

0.48

31

31

Costs to achieve synergies (7)

11

0.14

14

14

7

0.12

9

9

Purchase accounting charges (8)

35

0.44

44

44

-

-

-

-

Goodwill impairment charge (9)

60

0.74

60

60

-

-

-

-

Process harmonization (10)

7

0.09

10

10

-

-

-

-

Warranty charge (11)

5

0.06

7

7

4

0.08

5

5

Environmental charge (12)

-

-

-

-

3

0.06

4

4

Net tax adjustments

(6)

(0.07)

-

-

4

0.09

-

-

Adjusted Net income, EPS, EBIT, and EBITDA

$ 139

$ 1.71

$ 409

$ 741

$ 179

$ 3.47

$ 325

$ 445

YTD 2019

Global Segments

Clean Air

Powertrain

Motorparts

RidePerformance

Total

Corporate

Total

Net loss attributable to Tenneco Inc.

$ (91)

Net income attributable to noncontrolling interests

31

Net loss

(60)

Income tax expense

14

Interest expense

163

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

$ 207

$ 96

$ 84

$ (92)

$ 295

$ (178)

$ 117

Depreciation and amortization

76

117

71

73

337

1

338

Total EBITDA including noncontrolling interests (3)

$ 283

$ 213

$ 155

$ (19)

$ 632

$ (177)

$ 455

Restructuring and related expenses(4)

19

17

4

33

73

1

74

Cost reduction initiatives (5)

-

-

-

-

-

10

10

Acquisition and spin costs (6)

-

-

1

-

1

66

67

Costs to achieve synergies (7)

1

2

7

2

12

2

14

Purchase accounting charges (8)

-

2

37

5

44

-

44

Goodwill impairment charge (9)

-

-

-

60

60

-

60

Process harmonization (10)

5

-

5

-

10

-

10

Warranty charge (11)

-

-

7

-

7

-

7

Adjusted EBITDA

$ 308

$ 234

$ 216

$ 81

$ 839

$ (98)

(13)

$ 741

YTD 2018*

Global Segments

Clean Air

Motorparts

RidePerformance

Total

Corporate

Total

Net income attributable to Tenneco Inc.

$ 107

Net income attributable to noncontrolling interests

30

Net income

137

Income tax expense

51

Interest expense

45

EBIT, Earnings before interest expense, income taxes and noncontrolling interests

$ 223

$ 90

$ 10

$ 323

$ (90)

$ 233

Depreciation and amortization

76

10

34

120

-

120

Total EBITDA including noncontrolling interests (3)

$ 299

$ 100

$ 44

$ 443

$ (90)

$ 353

Restructuring and related expenses

12

4

17

33

-

33

Cost reduction initiatives (5)

-

-

10

10

-

10

Acquisition costs (6)

-

-

-

-

31

31

Costs to achieve synergies (7)

6

1

-

7

2

9

Warranty charge (11)

-

-

5

5

-

5

Environmental charge (12)

-

-

-

-

4

4

Adjusted EBITDA

$ 317

$ 105

$ 76

$ 498

$ (53)

$ 445

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

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

(2)Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results in a manner that allows a better understanding of the results of operational activities separate from the financial impact of decisions made for the long-term benefit of the company and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures reflected above to understand and analyze the results of the business. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate 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)YTD 2019 includes $6 million of accelerated depreciation related to plant closures.

(5)Costs related to cost reduction initiatives.

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

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

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

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

(10)Charge due to process harmonization.

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

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

(13)Corporate costs for each division are $43M for New Tenneco and $55M for DRiV.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)

Q2 2019

Currency

Value-add

Impact on

Revenues

Substrate

Value-add

Value-add

excluding

Revenues

Sales

Revenues

Revenues

Currency

Clean Air

$ 1,827

$ 777

$ 1,050

$ (31)

$ 1,081

Powertrain

1,133

-

1,133

-

1,133

Motorparts

835

-

835

(8)

843

Ride Performance

709

-

709

(20)

729

Total Tenneco Inc.

$ 4,504

$ 777

$ 3,727

$ (59)

$ 3,786

Q2 2018*

Currency

Value-add

Impact on

Revenues

Substrate

Value-add

Value-add

excluding

Revenues

Sales

Revenues

Revenues

Currency

Clean Air

$ 1,694

$ 621

$ 1,073

$ -

$ 1,073

Motorparts

333

-

333

-

333

Ride Performance

506

-

506

-

506

Total Tenneco Inc.

$ 2,533

$ 621

$ 1,912

$ -

$ 1,912

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)

YTD 2019

Currency

Value-add

Impact on

Revenues

Substrate

Value-add

Value-add

excluding

Revenues

Sales

Revenues

Revenues

Currency

Clean Air

$ 3,606

$ 1,483

$ 2,123

$ (82)

$ 2,205

Powertrain

2,308

-

2,308

-

2,308

Motorparts

1,632

-

1,632

(26)

1,658

Ride Performance

1,442

-

1,442

(51)

1,493

Total Tenneco Inc.

$ 8,988

$ 1,483

$ 7,505

$ (159)

$ 7,664

YTD 2018*

Currency

Value-add

Impact on

Revenues

Substrate

Value-add

Value-add

excluding

Revenues

Sales

Revenues

Revenues

Currency

Clean Air

$ 3,450

$ 1,273

$ 2,177

$ -

$ 2,177

Motorparts

645

-

645

-

645

Ride Performance

1,019

-

1,019

-

1,019

Total Tenneco Inc.

$ 5,114

$ 1,273

$ 3,841

$ -

$ 3,841

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)

Q2 2019 vs. Q2 2018 $ Change and % Change Increase (Decrease)

Revenues

% Change

Value-addRevenuesExcludingCurrency

% Change

Clean Air

$ 133

8%

$ 8

1%

Powertrain

1,133

NM

1,133

NM

Motorparts

502

151%

510

153%

Ride Performance

203

40%

223

44%

Total Tenneco Inc.

$ 1,971

78%

$ 1,874

98%

YTD Q2 2019 vs. YTD Q2 2018 $ Change and % Change Increase (Decrease)

Revenues

% Change

Value-addRevenuesExcludingCurrency

% Change

Clean Air

$ 156

5%

$ 28

1%

Powertrain

2,308

NM

2,308

NM

Motorparts

987

153%

1,013

157%

Ride Performance

423

42%

474

47%

Total Tenneco Inc.

$ 3,874

76%

$ 3,823

100%

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

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF NON-GAAP MEASURES

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

Unaudited

(Millions except ratios)

June 30, 2019

December 31, 2018

Total debt

$ 5,678

$ 5,493

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

390

702

Debt net of total cash balances (1)

$ 5,288

$ 4,791

Pro forma Adjusted LTM EBITDA including noncontrolling interests(2) (3) (5)

$ 1,514

$ 1,627

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

3.5x

2.9x

Q1 18*

Q2 18*

Q3 18*

Q4 18

Q1 19

Q2 19

Net income (loss) attributable to Tenneco Inc.

$ 60

$ 47

$ 57

$ (109)

$(117)

$ 26

Net income attributable to noncontrolling interests

14

16

9

17

12

19

Net income (loss)

74

63

66

(92)

(105)

45

Income tax expense (benefit)

25

26

22

(10)

-

14

Interest expense

23

22

24

79

81

82

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

122

111

112

(23)

(24)

141

Depreciation and amortization

60

60

60

165

169

169

Total EBITDA including noncontrolling interests (2)

$ 182

$ 171

$ 172

$ 142

$ 145

$ 310

Adjustments:

Restructuring and related expenses

12

21

12

17

17

57

Cost reduction initiatives (6)

-

10

-

8

8

2

Acquisition and spin costs (7)

13

18

12

53

40

27

Warranty charge (8)

5

-

-

-

-

7

Costs to achieve synergies(9)

-

9

4

49

7

7

Purchase accounting charges (10)

-

-

-

106

41

3

Goodwill impairment charge (11)

-

-

-

3

60

-

Process harmonization (12)

-

-

-

-

9

1

Anti-dumping duty charge (13)

-

-

-

16

-

-

Environmental charge (14)

-

4

-

-

-

-

Litigation settlement accrual

-

-

10

-

-

-

Loss on debt modification (15)

-

-

-

10

-

-

Pension charges (16)

-

-

-

3

-

-

Total Adjusted EBITDA including noncontrolling interests (3)

$ 212

$ 233

$ 210

$ 407

$ 327

$ 414

Legacy Federal-Mogul Reconciliation of Non-GAAP earnings measures

Q1 18

Q2 18

Q3 18

Net income attributable to Federal-Mogul

$ 26

$ 25

$ 35

Net income attributable to noncontrolling interests

3

3

1

Net income

29

28

36

Income tax expense

15

13

16

Interest expense

48

52

49

EBIT, Earnings before interest expense, income taxes and noncontrolling interests

92

93

101

Depreciation and amortization

100

96

99

Total EBITDA including noncontrolling interests (2)

$ 192

$ 189

$ 200

Adjustments:

Restructuring charges and asset impairments, net

-

-

15

Purchase price contingency

5

-

-

Transaction related costs

1

13

-

Cost to exit a multiemployer pension plan

-

5

-

Gain (loss) on sale of assets

-

-

(65)

Charge for extinguishment of dissenting shareholders shares

-

-

5

Other

2

2

1

Total Adjusted EBITDA including noncontrolling interests (3)

$ 200

$ 209

$ 156

Q1 18*

Q2 18*

Q3 18*

Q4 18

Q1 19

Q2 19

Pro forma Adjusted EBITDA including noncontrolling interests(2) (3) (5)

$ 412

$ 442

$ 366

$ 407

$ 327

$ 414

Q4 2018 Pro forma Adjusted LTM EBITDA including noncontrolling interests(2) (3) (5)

$ 1,627

Q2 2019 Pro forma Adjusted LTM EBITDA including noncontrolling interests(2) (3) (5)

$ 1,514

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

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

(2) EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon GAAP. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

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

(4) Tenneco presents the above reconciliation of the ratio of debt net of total cash to LTM Adjusted EBITDA including noncontrolling interests to show trends that investors may find useful in understanding the company's ability to service its debt. For purposes of this calculation, Adjusted LTM and Pro Forma adjusted LTM EBITDA including noncontrolling interests is used as an indicator of the company's performance and debt net of total cash is presented as an indicator of the company's credit position and progress toward reducing the company's financial leverage. This reconciliation is provided as supplemental information and not intended to replace the company's existing covenant ratios or any other financial measures that investors may find useful in describing the company's financial position. See notes (1), (2) and (3) for a description of the limitations of using debt net of total cash, EBITDA including noncontrolling interests and Adjusted EBITDA including noncontrolling interests.

(5) Tenneco is providing Pro Forma Adjusted LTM EBITDA and the ratio of debt net of cash balances to Pro Forma Adjusted LTM EBITDA to show the company's Adjusted LTM EBITDA as if Federal-Mogul had been consolidated with Tenneco for the entirety of 2018 and LTM Q2 2019 (and the resultant impact on the net debt ratio). Tenneco believes this supplemental information is useful to investors who are trying to understand the results of the entire enterprise, including Federal-Mogul, for 2018 and 2019 and the ability of the company to service its debt.

(6)Costs related to cost reduction initiatives.

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

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

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

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

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

(12)Charge due to process harmonization.

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

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

(15)Loss on debt modification.

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)

Q2 2019

Revenues

Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues

$ 2,850

$ (56)

$ 2,906

$ 679

$ 2,227

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

819

(10)

829

113

716

Aftermarket revenues

835

(8)

843

-

843

Net sales and operating revenues

$ 4,504

$ (74)

$ 4,578

$ 792

$ 3,786

Q2 2018*

Revenues

Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues

$ 1,841

$ -

$ 1,841

$ 520

$ 1,321

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

359

-

359

101

258

Aftermarket revenues

333

-

333

-

333

Net sales and operating revenues

$ 2,533

$ -

$ 2,533

$ 621

$ 1,912

YTD 2019

Revenues

Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues

$ 5,667

$ (145)

$ 5,812

$ 1,293

$ 4,519

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

1,689

(30)

1,719

232

1,487

Aftermarket revenues

1,632

(26)

1,658

-

1,658

Net sales and operating revenues

$ 8,988

$ (201)

$ 9,189

$ 1,525

$ 7,664

YTD 2018*

Revenues

Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues

$ 3,734

$ -

$ 3,734

$ 1,063

$ 2,671

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

735

-

735

210

525

Aftermarket revenues

645

-

645

-

645

Net sales and operating revenues

$ 5,114

$ -

$ 5,114

$ 1,273

$ 3,841

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)

Q2 2019

Global Segments

Clean Air

Powertrain

Motorparts

RidePerformance

Total

Corporate

Total

Net sales and operating revenues

$ 1,827

$ 1,133

$ 835

$ 709

$ 4,504

$ -

$ 4,504

Less: Substrate sales

777

-

-

-

777

-

777

Value-add revenues

$ 1,050

$ 1,133

$ 835

$ 709

$ 3,727

$ -

$ 3,727

EBITDA

$ 152

$ 100

$ 110

$ 26

$ 388

$ (78)

$ 310

EBITDA as a % of revenue

8.3%

8.8%

13.2%

3.7%

8.6%

6.9%

EBITDA as a % of value-add revenue

14.5%

8.8%

13.2%

3.7%

10.4%

8.3%

Adjusted EBITDA

$ 168

$ 118

$ 126

$ 50

$ 462

$ (48)

$ 414

Adjusted EBITDA as a % of revenue

9.2%

10.4%

15.1%

7.1%

10.3%

9.2%

Adjusted EBITDA as a % of value-add revenue

16.0%

10.4%

15.1%

7.1%

12.4%

11.1%

Q2 2018*

Global Segments

Clean Air

Motorparts

RidePerformance

Total

Corporate

Total

Net sales and operating revenues

$ 1,694

$ 333

$ 506

$ 2,533

$ -

$ 2,533

Less: Substrate sales

621

-

-

621

-

621

Value-add revenues

$ 1,073

$ 333

$ 506

$ 1,912

$ -

$ 1,912

EBITDA

$ 142

$ 55

$ 20

$ 217

$ (46)

$ 171

EBITDA as a % of revenue

8.4%

16.5%

4.0%

8.6%

6.8%

EBITDA as a % of value-add revenue

13.2%

16.5%

4.0%

11.3%

8.9%

Adjusted EBITDA

$ 159

$ 58

$ 38

$ 255

$ (22)

$ 233

Adjusted EBITDA as a % of revenue

9.4%

17.4%

7.5%

10.1%

9.2%

Adjusted EBITDA as a % of value-add revenue

14.8%

17.4%

7.5%

13.3%

12.2%

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)

YTD 2019

Global Segments

Clean Air

Powertrain

Motorparts

RidePerformance

Total

Corporate

Total

Net sales and operating revenues

$ 3,606

$ 2,308

$ 1,632

$ 1,442

$ 8,988

$ -

$ 8,988

Less: Substrate sales

1,483

-

-

-

1,483

-

1,483

Value-add revenues

$ 2,123

$ 2,308

$ 1,632

$ 1,442

$ 7,505

$ -

$ 7,505

EBITDA

$ 283

$ 213

$ 155

$ (19)

$ 632

$ (177)

$ 455

EBITDA as a % of revenue

7.8%

9.2%

9.5%

-1.3%

7.0%

5.1%

EBITDA as a % of value-add revenue

13.3%

9.2%

9.5%

-1.3%

8.4%

6.1%

Adjusted EBITDA

$ 308

$ 234

$ 216

$ 81

$ 839

$ (98)

$ 741

Adjusted EBITDA as a % of revenue

8.5%

10.1%

13.2%

5.6%

9.3%

8.2%

Adjusted EBITDA as a % of value-add revenue

14.5%

10.1%

13.2%

5.6%

11.2%

9.9%

YTD 2018*

Global Segments

Clean Air

Motorparts

RidePerformance

Total

Corporate

Total

Net sales and operating revenues

$ 3,450

$ 645

$ 1,019

$ 5,114

$ -

$ 5,114

Less: Substrate sales

1,273

-

-

1,273

-

1,273

Value-add revenues

$ 2,177

$ 645

$ 1,019

$ 3,841

$ -

$ 3,841

EBITDA

$ 299

$ 100

$ 44

$ 443

$ (90)

$ 353

EBITDA as a % of revenue

8.7%

15.5%

4.3%

8.7%

6.9%

EBITDA as a % of value-add revenue

13.7%

15.5%

4.3%

11.5%

9.2%

Adjusted EBITDA

$ 317

$ 105

$ 76

$ 498

$ (53)

$ 445

Adjusted EBITDA as a % of revenue

9.2%

16.3%

7.5%

9.7%

8.7%

Adjusted EBITDA as a % of value-add revenue

14.6%

16.3%

7.5%

13.0%

11.6%

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)

2019

Q1

Q2

YTD

Substrate

Value-add

Substrate

Value-add

Substrate

Value-add

Revenues

Sales

Revenues

Revenues

Sales

Revenues

Revenues

Sales

Revenues

Clean Air

$ 319

$ 115

$ 204

$ 300

$ 110

$ 190

$ 619

$ 225

$ 394

Powertrain

426

-

426

401

-

401

827

-

827

Ride Performance

125

-

125

118

-

118

243

-

243

Total Tenneco Inc.

$ 870

$ 115

$ 755

$ 819

$ 110

$ 709

$ 1,689

$ 225

$ 1,464

2018

Q1

Q2

YTD

Substrate

Value-add

Substrate

Value-add

Substrate

Value-add

Revenues

Sales

Revenues

Revenues

Sales

Revenues

Revenues

Sales

Revenues

Clean Air

$ 307

$ 109

$ 198

$ 290

$ 101

$ 189

$ 597

$ 210

$ 387

Ride Performance

69

-

69

69

-

69

138

-

138

Total Tenneco Inc.

$ 376

$ 109

$ 267

$ 359

$ 101

$ 258

$ 735

$ 210

$ 525

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)

Q1 2018

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 1,756

$ 1,260

$ -

$ 3,016

$ 903

$ 761

$ -

$ 1,664

$ -

$ 4,680

Less: Substrate sales

652

-

-

652

-

-

-

-

-

652

Value-add revenues (3)

1,104

1,260

-

2,364

903

761

-

1,664

-

4,028

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

119

60

-

179

96

(18)

-

78

(51)

206

Depreciation and amortization

37

61

-

98

24

38

-

62

-

160

Total EBITDA including noncontrolling interests(4)

156

121

-

277

120

20

-

140

(51)

366

Financing charges on sale of receivables reclass

1

1

1

3

5

-

-

5

-

8

Segment change impact

2

12

(16)

(2)

(19)

17

(32)

(34)

36

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

159

134

(15)

278

106

37

(32)

111

(15)

374

Adjustments:

Restructuring and related expenses

1

-

-

1

2

7

-

9

-

10

Cost reduction initiatives

-

-

-

-

-

2

-

2

-

2

Acquisition and spin costs

-

-

-

-

-

-

-

-

13

13

Warranty charge

-

-

-

-

-

5

-

5

-

5

Purchase price contingency

-

5

-

5

-

-

-

-

-

5

Transaction related costs

-

-

-

-

-

-

-

-

1

1

Other

-

1

-

1

-

-

-

-

1

2

Adjusted EBITDA(5)

$ 160

$ 140

$ (15)

$ 285

$ 108

$ 51

$ (32)

$ 127

$ -

$ 412

Adjusted EBITDA as a percent of value-add revenue(6)

14.5%

11.1%

12.1%

12.0%

6.7%

7.6%

10.2%

Q2 2018

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 1,694

$ 1,243

$ -

$ 2,937

$ 930

$ 753

$ -

$ 1,683

$ -

$ 4,620

Less: Substrate sales

621

-

-

621

-

-

-

-

-

621

Value-add revenues (3)

1,073

1,243

-

2,316

930

753

-

1,683

-

3,999

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

103

70

-

173

109

(19)

-

90

(65)

198

Depreciation and amortization

39

61

-

100

21

34

-

55

1

156

Total EBITDA including noncontrolling interests(4)

142

131

-

273

130

15

-

145

(64)

354

Financing charges on sale of receivables reclass

-

-

1

1

5

-

-

5

-

6

Segment change impact

3

13

(16)

-

(17)

14

(24)

(27)

27

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

145

144

(15)

274

118

29

(24)

123

(37)

360

Adjustments:

Restructuring and related expenses

11

1

-

12

1

10

-

11

-

23

Cost reduction initiatives

-

-

-

-

-

8

-

8

-

8

Acquisition and spin costs

-

-

-

-

-

-

-

-

18

18

Costs to achieve synergies

6

-

-

6

1

-

-

1

2

9

Environmental charge

-

-

-

-

-

-

-

-

4

4

Transaction related costs

-

-

-

-

-

-

-

-

13

13

Cost to exit a multiemployer pension plan

-

5

-

5

-

-

-

-

-

5

Other

-

(2)

-

(2)

5

(1)

-

4

-

2

Adjusted EBITDA(5)

$ 162

$ 148

$ (15)

$ 295

$ 125

$ 46

$ (24)

$ 147

$ -

$ 442

Adjusted EBITDA as a percent of value-add revenue(6)

15.1%

11.9%

12.7%

13.4%

6.1%

8.7%

11.1%

Q3 2018

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 1,602

$ 1,122

$ -

$ 2,724

$ 867

$ 690

$ -

$ 1,557

$ -

$ 4,281

Less: Substrate sales

596

-

-

596

-

-

-

-

-

596

Value-add revenues (3)

1,006

1,122

-

2,128

867

690

-

1,557

-

3,685

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

105

21

-

126

102

28

-

130

(51)

205

Depreciation and amortization

38

62

-

100

22

35

-

57

2

159

Total EBITDA including noncontrolling interests(4)

143

83

-

226

124

63

-

187

(49)

364

Financing charges on sale of receivables reclass

1

1

1

3

5

-

-

5

-

8

Segment change impact

4

13

(18)

(1)

(16)

16

(28)

(28)

29

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

148

97

(17)

228

113

79

(28)

164

(20)

372

Adjustments:

Restructuring and related expenses

1

8

-

9

8

10

-

18

-

27

Acquisition and spin costs

-

-

-

-

-

-

-

-

12

12

Costs to achieve synergies

-

-

-

-

-

1

-

1

3

4

Litigation settlement accrual

-

-

-

-

-

9

-

9

1

10

Gain (loss) on sale of assets

-

-

-

-

-

(65)

-

(65)

-

(65)

Charge for extinguishment of dissenting shareholders shares

-

-

-

-

-

-

-

-

5

5

Other

-

4

-

4

(3)

1

-

(2)

(1)

1

Adjusted EBITDA(5)

$ 149

$ 109

$ (17)

$ 241

$ 118

$ 35

$ (28)

$ 125

$ -

$ 366

Adjusted EBITDA as a percent of value-add revenue(6)

14.8%

9.7%

11.3%

13.6%

5.1%

8.0%

9.9%

Q4 2018

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 1,655

$ 1,112

$ -

$ 2,767

$ 827

$ 684

$ -

$ 1,511

$ -

$ 4,278

Less: Substrate sales

631

-

-

631

-

-

-

-

-

631

Value-add revenues (3)

1,024

1,112

-

2,136

827

684

-

1,511

-

3,647

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

116

33

-

149

(31)

(47)

-

(78)

(102)

(31)

Depreciation and amortization

40

59

-

99

29

37

-

66

-

165

Total EBITDA including noncontrolling interests(4)

156

92

-

248

(2)

(10)

-

(12)

(102)

134

Financing charges on sale of receivables reclass

-

-

1

1

6

1

-

7

-

8

Segment change impact

3

1

(4)

-

(17)

12

(19)

(24)

24

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

159

93

(3)

249

(13)

3

(19)

(29)

(78)

142

Adjustments:

Restructuring and related expenses

(2)

(2)

-

(4)

2

19

-

21

-

17

Cost reduction initiatives

-

-

-

-

-

-

-

-

8

8

Acquisition and spin costs

-

-

-

-

-

-

-

-

53

53

Costs to achieve synergies

(3)

-

-

(3)

35

10

-

45

7

49

Purchase accounting adjustments

-

44

-

44

57

5

-

62

-

106

Anti-dumping duty charge

-

-

-

-

16

-

-

16

-

16

Loss on debt modification

-

-

-

-

-

-

-

-

10

10

Pension charges / Stock vesting

-

-

-

-

-

3

-

3

-

3

Goodwill impairment charge

-

-

-

-

-

3

-

3

-

3

Adjusted EBITDA(5)

$ 154

$ 135

$ (3)

$ 286

$ 97

$ 43

$ (19)

$ 121

$ -

$ 407

Adjusted EBITDA as a percent of value-add revenue(6)

15.0%

12.1%

13.4%

11.7%

6.3%

8.0%

11.2%

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

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

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

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

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

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)

FY 2018

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 6,707

$ 4,737

$ -

$ 11,444

$ 3,527

$ 2,888

$ -

$ 6,415

$ -

$ 17,859

Less: Substrate sales

2,500

-

-

2,500

-

-

-

-

-

2,500

Value-add revenues (3)

4,207

4,737

-

8,944

3,527

2,888

-

6,415

-

15,359

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

443

184

-

627

276

(56)

-

220

(269)

578

Depreciation and amortization

154

243

-

397

96

144

-

240

3

640

Total EBITDA including noncontrolling interests(4)

597

427

-

1,024

372

88

-

460

(266)

1,218

Financing charges on sale of receivables reclass

2

2

4

8

21

1

-

22

-

30

Segment change impact

12

39

(54)

(3)

(69)

59

(103)

(113)

116

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

611

468

(50)

1,029

324

148

(103)

369

(150)

1,248

Adjustments:

Restructuring and related expenses

11

7

-

18

13

46

-

59

-

77

Cost reduction initiatives

-

-

-

-

-

10

-

10

8

18

Acquisition and spin costs

-

-

-

-

-

-

-

-

96

96

Costs to achieve synergies

3

-

-

3

36

11

-

47

12

62

Purchase accounting adjustments

-

44

-

44

57

5

-

62

-

106

Anti-dumping duty charge

-

-

-

-

16

-

-

16

-

16

Environmental charge

-

-

-

-

-

-

-

-

4

4

Warranty charge

-

-

-

-

-

5

-

5

-

5

Litigation settlement accrual

-

-

-

-

-

9

-

9

1

10

Loss on debt modification

-

-

-

-

-

-

-

-

10

10

Pension charges / Stock vesting

-

-

-

-

-

3

-

3

-

3

Goodwill impairment charge

-

-

-

-

-

3

-

3

-

3

Purchase price contingency

-

5

-

5

-

-

-

-

-

5

Transaction related costs

-

-

-

-

-

-

-

-

14

14

Cost to exit a multiemployer pension plan

-

5

-

5

-

-

-

-

-

5

Gain (loss) on sale of assets

-

-

-

-

-

(65)

-

(65)

-

(65)

Charge for extinguishment of dissenting shareholders shares

-

-

-

-

-

-

-

-

5

5

Other

-

3

-

3

2

-

-

2

-

5

Adjusted EBITDA(5)

$ 625

$ 532

$ (50)

$ 1,107

$ 448

$ 175

$ (103)

$ 520

$ -

$ 1,627

Adjusted EBITDA as a percent of value-add revenue(6)

14.9%

11.2%

12.4%

12.7%

6.1%

8.1%

10.6%

FY 2017

Pro forma New Tenneco

Pro forma DRiV

Clean Air

Powertrain

Corporate -NewTenneco

NewTenneco

Motorparts

RidePerformance

Corporate -DRiV

DRiV

Other/Elim

Total ProformaTenneco

Net sales and operating revenues

$ 6,216

$ 4,573

$ -

$ 10,789

$ 3,678

$ 2,686

$ -

$ 6,364

$ -

$ 17,153

Less: Substrate sales

2,187

-

-

2,187

-

-

-

-

-

2,187

Value-add revenues (3)

4,029

4,573

-

8,602

3,678

2,686

-

6,364

-

14,966

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

420

234

-

654

394

(42)

-

352

(272)

734

Depreciation and amortization

142

254

-

396

92

132

-

224

4

624

Total EBITDA including noncontrolling interests(4)

562

488

-

1,050

486

90

-

576

(268)

1,358

Financing charges on sale of receivables reclass

2

2

-

4

16

1

-

17

-

21

Segment change impact

7

54

(71)

(10)

(67)

75

(114)

(106)

116

-

Total EBITDA including noncontrolling interests after reclass and segment change(4)

571

544

(71)

1,044

435

166

(114)

487

(152)

1,379

Adjustments:

Restructuring and related expenses

23

16

-

39

21

23

-

44

1

84

Cost reduction initiatives

4

-

-

4

3

12

-

15

3

22

Loss on debt modification

-

-

-

-

-

-

-

-

5

5

Pension charges / Stock vesting

-

-

-

-

-

-

-

-

13

13

Goodwill impairment charge

-

11

-

11

4

7

-

11

-

22

Warranty settlement

-

-

-

-

-

7

-

7

132

139

Gain on sale of unconsolidated JV

-

-

-

-

-

-

-

-

(5)

(5)

Gain from termination of customer contract

-

-

-

-

-

(6)

-

(6)

-

(6)

Warranty release

-

-

-

-

(4)

-

-

(4)

-

(4)

Release of deferred purchase price payment

-

-

-

-

-

(3)

-

(3)

-

(3)

EBITDA contribution of pending asset sales

-

(2)

-

(2)

-

-

-

-

-

(2)

Transaction related costs

-

3

-

3

1

-

-

1

3

7

Gain (loss) on sale of business

-

(3)

-

(3)

-

-

-

-

-

(3)

Gain (loss) on sale of nonconsolidated affiliates

-

-

-

-

2

-

-

2

-

2

Gain (loss) on sale of assets

-

(6)

-

(6)

-

(1)

-

(1)

-

(7)

Adjusted EBITDA(5)

$ 598

$ 563

$ (71)

$ 1,090

$ 462

$ 205

$ (114)

$ 553

$ -

$ 1,643

Adjusted EBITDA as a percent of value-add revenue(6)

14.8%

12.3%

12.7%

12.6%

7.6%

8.7%

11.0%

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

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

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

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

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

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

ATTACHMENT 2

TENNECO INC.

Division Level Q3 and FY 2019 Outlook

Unaudited

DRiV™ 2019 YOY Expectations

Q3 Outlook:

Revenue expected down ~3%(1) or around $1.5 billion

Expect adjusted EBITDA margin rate improvement of approximately 100 bps(2)

Full Year Outlook:

Revenue expected down 3% to 4%(1), or $6.0 billion to $6.1 billion

Adjusted EBITDA margin up 20 to 40 bps(2)

Capital expenditures in the range of $250 million to $260 million

New Tenneco 2019 YOY Expectations

Q3 Outlook:

VA Revenue expected (1)% to 1%(1)or around $2.1 billion

Expect VA adjusted EBITDA margin rate improvement of approximately 120 bps(2)

Full Year Outlook:

VA Revenue expected flat to (2)%(1)or $8.6 billion to $8.7 billion

VA adjusted EBITDA margin down between 40 to 60 bps (2)

Capital expenditures in the range of $470 million to $485 million

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

(2) Measured vs. proforma 2018

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tenneco-reports-second-quarter-2019-results-300896703.html

SOURCE Tenneco Inc.

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