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      Tenneco Reports First Quarter 2019 Results

      - Segment reporting changed to align with operating structure of future companies

      - Updated full-year guidance

      - Targeted spin timing updated

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

      News provided by

      Tenneco Inc.

      May 09, 2019, 08:00 ET

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      LAKE FOREST, Ill., May 9, 2019 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) reported first quarter 2019 revenue** of $4.5 billion, a 74% increase versus $2.6 billion a year ago. On a constant currency basis, organic revenue grew 4% and net revenue growth from acquisitions and divestitures was 75%, while the impact of exchange rates was negative 5%.  On a constant currency pro forma basis, total revenue increased 1% versus last year, while light vehicle industry production declined 7%.  Value add revenue for the first quarter was $ 3.8 billion.

      The company reported a net loss for first quarter 2019 of $117 million, or a loss of $1.44 per diluted share.  First quarter 2018 net income** was $60 million, or $1.17 per diluted share.  First quarter 2019 adjusted net income was $42 million, or 52-cents per diluted share, compared with $83 million, or $1.62 per diluted share last year.**

      First quarter EBIT (earnings before interest, taxes and noncontrolling interests) was $(24) million, versus $122 million last year.  EBIT as a percent of revenue was -0.5% versus 4.7% last year. 

      First quarter adjusted EBITDA was $327 million versus $212 million last year.  Adjusted EBITDA as a percent of value-add revenue was 8.7% compared with 11.0% a year ago.  In addition to the inclusion of the acquired Federal-Mogul business, the comparison includes the unfavorable mix impact on earnings of weaker aftermarket and China OE volumes and related operational inefficiencies.  

      Cash used by operations was $150 million, excluding proceeds from the deferred purchase price of factored receivables of $60 million. Capital investments in the quarter were $173 million. During the quarter, the company returned $20 million to shareholders through a dividend payment of 25-cents per common share.

      "Tenneco delivered organic revenue growth that outpaced industry production by eight percentage points, driven by higher light vehicle, commercial truck and off-highway revenues," said Roger Wood, co-CEO Tenneco. "While lower aftermarket sales and China volume declines impacted earnings in the quarter, we are confident in the strength of our growth drivers and actions underway to reduce cost and improve cash generation."

      OUTLOOK

      Second Quarter Outlook
      Tenneco expects second quarter revenue in the range of $4.45 billion to $4.55 billion, about flat with the first quarter.  Further, the company expects its second quarter adjusted EBITDA to be in the range of $375 - $395 million, nearly a 20% sequential improvement from the prior quarter at the range midpoint, with aftermarket revenues returning to expected levels and the ramping up of synergies and other initiatives.

      Full year 2019
      The company has revised its 2019 full year outlook, and now expects total revenues in the range of $17.7 billion to $18.1 billion, including 3% pro forma organic revenue growth, and outpacing light vehicle industry production* by 6 percentage points.

      The following table summarizes the full year guidance.

      Total revenue 

      $17.7-$18.1B

      Value-add revenue

      $14.95-$15.35B

      Adjusted EBITDA

      $1,500 -$1,620M

      VA Adjusted EBITDA margin 

      10.0-10.6%

      Pro forma organic revenue growth

      3%

      Currency translation impact

      -2%


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

      Leverage and Spin Update
      The company anticipates year-end 2019 leverage (net debt/adjusted EBITDA) to be approximately 3.3x, based on the midpoint of its adjusted EBITDA guidance. As a result, and due in part to the current weak market environment, the company has revised its timing target for the separation of the business into two standalone companies, and now expects the DRiV™ spinoff to occur mid-2020. The additional time will allow the two new organizations to align and stabilize business processes and systems, solidify margin and cash flow performance metrics, and strengthen their balance sheets.

      "We expect revenue to continue to outperform industry production in the second quarter and deliver sequential improvements in profitability," said Brian Kesseler, co- CEO.  "The global market and technology trends driving demand remain positive, and customers are enthusiastic about the two new companies' unique capabilities to deliver value through tailored solutions. We continue to believe significant value can be unlocked by separating the current Tenneco portfolio into two, purpose-built businesses and remain committed to the separation as soon as favorable conditions exist."

      *Source: IHS Markit April 2019 global light vehicle production forecast and Tenneco estimates.
      **Financial results for the first quarter of 2018 have been revised for certain immaterial adjustments, which will be further discussed in Tenneco's Form 10-Q for the quarter ended March 31, 2019.

      Attachment 1
      Statements of Income – 3 Months
      Balance Sheets
      Statements of Cash Flows – 3 Months

      Attachment 2
      Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 Months
      Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
      Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
      Reconciliation of Non-GAAP Measures – Debt Net of Cash/Pro Forma Adjusted LTM EBITDA including noncontrolling interests
      Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment and Aftermarket Revenue – 3 Months
      Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 Months
      Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues – 3 Months
      Reconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures – 2018 quarterly
      Reconciliation of GAAP revenue to pro forma revenue and Non-GAAP earnings measures – 2018 and 2017 annual
      Division Level Q2 and FY 2019 Outlook

      CONFERENCE CALL
      The company will host a conference call on Thursday, May 9, 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 May 9, 2019 through May 16, 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 10130965. The purpose of the call is to discuss the company's operations for the first fiscal quarter 2019, as well as provide updated information regarding matters impacting the company's outlook.  A copy of the press release is available on the financial and news sections of the Tenneco web site.

      ANNUAL MEETING
      The Tenneco Board of Directors has scheduled the company's annual meeting of shareholders for Wednesday, May 15, 2019 at 1:00 p.m. ET.  The meeting will be held at the Detroit Foundation Hotel, 250 W Larned Street, Detroit, Michigan.  The record date for shareholders eligible to vote at the meeting is March 18, 2019.

      About Tenneco
      Headquartered in Lake Forest, Illinois, Tenneco is one of the world's leading designers, manufacturers and marketers of Aftermarket, Ride Performance, Clean Air and Powertrain products and technology solutions for diversified markets, including light vehicle, commercial truck, off-highway, industrial and the aftermarket, with 2018 revenues of $11.8 billion and approximately 81,000 employees worldwide. On October 1, 2018, Tenneco completed the acquisition of Federal-Mogul, a leading global supplier to original equipment manufacturers and the aftermarket.  Additionally, the company expects to separate its businesses to form two 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 company
      Following 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 Guidance
      Revenue estimates and other forecasted information in this release are based on OE manufacturers' programs that have been formally awarded to the company; programs where Tenneco is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco's status as supplier for the existing program and its relationship with the customer.  This information is also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. Certain elements of the restructuring and related expenses, legal settlements and other unusual charges we incur from time to time cannot be forecasted accurately.  In this respect, we are not able to reconcile forecasted EBITDA (and the related margins) on a forward-looking basis to GAAP measures without unreasonable efforts on account of these factors and the difficulty in predicting GAAP revenues (for purposes of a margin calculation) due to variability in production rates and volatility of precious metal pricing in the substrates that we pass through to our customers. For certain additional assumptions upon which these estimates are based, see the slides accompanying the May 9, 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 OE 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 ("OE") customers (on whom we depend for a substantial portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OE customers or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;
      • 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 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 that 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 that 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 and goodwill, other intangible assets or 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 that 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 that the acquisition of Federal-Mogul may not advance our business strategy;
      • the risk that we may experience difficulty integrating or separating employees or operations;
      • the risk that 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 risk that 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 such a separation);
      • the risk that the combined company and each separate company following the spin-off will underperform relative to our expectations;
      • the ongoing transaction costs and risk that we may incur greater costs following the spin-off; and
      • the risk that the spin-off is determined to be a taxable transaction.

      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 

      [email protected]

      [email protected]



      Rich Kwas

      Steve Blow

      248-849-1340

      517-262-0655

      [email protected]

      [email protected]

      ATTACHMENT 1

      TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

      STATEMENTS OF INCOME (LOSS)

      Unaudited

      THREE MONTHS ENDED MARCH 31,

      (Millions except per share amounts)












      2019


      2018*


      Net sales and operating revenues:





      Clean Air - Value-add revenues

      $ 1,073


      $ 1,104


      Clean Air - Substrate sales

      706


      652


      Powertrain

      1,175


      -


      Motorparts

      797


      312


      Ride Performance

      733


      513


                Total net sales and operating revenues

      $ 4,484


      $ 2,581







      Costs and expenses:





         Cost of sales

      3,864

      (e) (g)

      2,193

      (k)

         Selling, general and administrative

      316

      (b) (c)

      151

      (j)

         Depreciation and amortization

      169

      (a)

      60


         Engineering, research, and development

      92


      40


         Restructuring charges and asset impairments

      24

      (a) (d)

      12

      (i)

         Goodwill impairment charge

      60

      (f)

      -


                Total costs and expenses

      4,525


      2,456







      Other expense (income):





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

      2


      3


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

      (16)


      -


      Other expense (income), net

      (3)


      -


                Total expense (income)

      (17)


      3







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





      Clean Air

      94

      (a) (d) (g)

      120

      (i)

      Powertrain

      54

      (a) (e)

      -


      Motorparts

      9

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

      39

      (i)

      Ride Performance

      (81)

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

      7

      (i) (k)

      Corporate

      (100)

      (a) (b) (c)

      (44)

      (j)






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

      (24)


      122







         Interest expense

      81

      (l)

      23

      (l)

      Earnings (Loss) before income taxes and noncontrolling interests

      (105)


      99







         Income tax expense

      -

      (h)

      25


      Net income (loss)

      (105)


      74







         Less: Net income attributable to noncontrolling interests

      12


      14


      Net income (loss) attributable to Tenneco Inc.

      $  (117)


      $      60












      Weighted average common shares outstanding:





         Basic

      80.9


      51.2


         Diluted

      80.9


      51.5







      Earnings (Loss) per share of common stock:





         Basic

      $ (1.44)


      $   1.17


         Diluted

      $ (1.44)


      $   1.17



      * 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 March 31, 2019.


      (a) Includes restructuring and related charges of $20 million pre-tax, $16 million after tax and noncontrolling interests or $0.19 per diluted share. Of the amount, $17 million is recorded in restructuring charges and asset impairments and $3 million is recorded in depreciation and amortization. $4 million is recorded in Clean Air, $1 million is recorded in Powertrain, $1 million is recorded in Motorparts, $13 million is recorded in Ride Performance and $1 million is recorded in Corporate.


      (b) Includes costs related to cost reduction initiatives of $8 million pre-tax, $6 million after tax or $0.07 per diluted share.


      (c) Includes acquisition and expected spin costs of $40 million pre-tax, $32 million after tax or $0.39 per diluted share.


      (d) Includes costs to achieve synergies of $7 million pre-tax, $6 million after tax or $0.08 per diluted share. $1 million is recorded in Clean Air, $3 million is recorded in Motorparts and $3 million is recorded in Ride Performance.


      (e) Includes purchase accounting adjustments of $41 million pre-tax, $34 million after tax or $0.42 per diluted share, of which $2 million is recorded in Powertrain, $36 million is recorded in Motorparts and $3 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 $9 million pre-tax, $7 million after tax or $0.09 per diluted share, of which $4 million is recorded in Clean Air and $5 million is recorded in Motorparts.


      (h) Includes net tax benefit of $2 million or $0.02 per diluted share for discrete tax adjustments recognized in the period.


      (i) Includes restructuring and related charges of $12 million pre-tax, $8 million after tax and noncontrolling interests or $0.16 per diluted share. $1 million is recorded in Clean Air, $2 million is recorded in Motorparts and $9 million is recorded in Ride Performance.


      (j) Includes acquisition costs of $13 million pre-tax, $11 million after tax or $0.21 per diluted share.


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


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

      ATTACHMENT 1

      TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

      BALANCE SHEETS

      Unaudited

      (Millions)











      March 31, 2019


      December 31, 2018









       Assets














      Cash and cash equivalents

      $                 357


      $                          697











      Restricted cash

      6


      5











      Receivables, net

      2,843

       (a) 

      2,572

       (a) 










      Inventories

      2,266


      2,245











      Prepayments and other current assets

      553


      590











      Other noncurrent assets

      4,070


      3,622











      Property, plant and equipment, net

      3,519


      3,501











      Total assets

      $            13,614


      $                    13,232






























      Liabilities and Shareholders' Equity














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

      $                 159


      $                          153











      Accounts payable

      2,861


      2,759











      Accrued compensation and employee benefits

      363


      343











      Accrued income taxes

      30


      64











      Accrued expenses and other current liabilities

      992


      1,001











      Long-term debt

      5,417

       (b) 

      5,340

       (b) 










      Deferred income taxes

      110


      88











      Pension and postretirement benefits

      1,138


      1,167











      Deferred credits and other liabilities

      564


      263











      Redeemable noncontrolling interests

      153


      138











      Tenneco Inc. shareholders' equity

      1,628


      1,726











      Noncontrolling interests

      199


      190











      Total liabilities, redeemable noncontrolling interests and equity

      $            13,614


      $                    13,232





















      March 31, 2019


      December 31, 2018


      (a)

      Accounts receivable net of:







      Accounts receivable outstanding and derecognized

      $                     1,124


      $                               1,011












      March 31, 2019


      December 31, 2018


      (b)

      Long-term debt composed of:







      Revolver Borrowings

      $                        132


      $                                      -




      LIBOR plus 1.75% Term Loan A due 2019 through 2023

      1,670


      1,691




      LIBOR plus 2.75% Term Loan B due 2019 through 2025

      1,628


      1,629




      $225 milion of 5.375% Senior Notes due 2024

      222


      222




      $500 million of 5.000% Senior Notes due 2026

      493


      493




      415 million 4.875% Euro Fixed Rate Notes due 2022

      483


      496




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

      341


      349




      350 million of 5.000% Euro Fixed Rate Notes due 2024

      417


      427




      Other Debt, primarily foreign instruments

      104


      106





      5,490


      5,413




      Less: maturities classified as current

      73


      73




      Total long-term debt

      $                     5,417


      $                               5,340


      ATTACHMENT 1

      TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

      STATEMENTS OF CASH FLOWS

      Unaudited

      (Millions)


















      Three Months Ended March 31,


      2019


      2018*





      Operating Activities




      Net income (loss)

      $   (105)


      $      74

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




      Goodwill impairment charge

      60


      -

      Depreciation and amortization

      169


      60

      Deferred income taxes

      (8)


      (1)

      Stock-based compensation

      7


      5

      Restructuring charges and asset impairments, net of cash paid

      (14)


      (4)

      Change in pension and other postretirement benefit plans

      (17)


      -

      Equity in earnings of nonconsolidated affiliates

      (16)


      -

      Cash dividends received from nonconsolidated affiliates

      15


      -

      Loss (gain) on sale of assets

      (1)


      -

      Changes in operating assets and liabilities:




      Receivables

      (312)


      (220)

      Inventories

      11


      (32)

      Payables and accrued expenses

      157


      185

      Accrued interest and income taxes

      (65)


      (4)

      Other assets and liabilities

      (31)


      (63)

      Net cash used by operating activities

      (150)


      -





      Investing Activities




      Proceeds from sale of assets

      1


      2

      Net proceeds from sale of business

      22


      -

      Cash payments for property, plant and equipment

      (210)


      (89)

      Acquisition of business (net of cash acquired)

      (158)


      -

      Proceeds from deferred purchase price of factored receivables

      60


      34

      Other

      2


      -

      Net cash used by investing activities

      (283)


      (53)





      Financing Activities




      Proceeds from term loans and notes

      28


      6

      Repayments of term loans and notes

      (64)


      (13)

      Borrowings on revolving lines of credit

      2,119


      1,267

      Payments on revolving lines of credit

      (1,981)


      (1,189)

      Issuance (repurchase) of common shares

      (2)


      (2)

      Cash dividends

      (20)


      (13)

      Net increase (decrease) in bank overdrafts

      (1)


      (4)

      Other

      (3)


      (30)

      Distributions to noncontrolling interest partners

      (1)


      -

      Net cash provided by financing activities

      75


      22





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

      19


      3

      Decrease in cash, cash equivalents and restricted cash

      (339)


      (28)





      Cash, cash equivalents and restricted cash, beginning of period

      702


      318

      Cash, cash equivalents and restricted cash, end of period

      $    363


      $    290









      Supplemental Cash Flow Information




      Cash paid during the period for interest

      $      74


      $      23

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

      43


      25





      Non-cash Investing Activities




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

      $    101


      $      55

      Deferred purchase price of receivables factored in the period

      58


      37


      * 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 March 31, 2019.

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (Millions except per share amounts)





































      Q1 2019


      Q1 2018*



      Net income
      (loss)
      attributable
      to Tenneco
      Inc.


      Per Share


      EBIT


      EBITDA (3)


      Net income
      attributable
      to Tenneco
      Inc.


      Per Share


      EBIT


      EBITDA (3)

      Earnings (Loss) Measures

      $         (117)


      $        (1.44)


      $           (24)


      $          145


      $            60


      $         1.17


      $           122


      $          182


















      Adjustments:

















      Restructuring and related expenses(4)

      16


      0.19


      20


      17


      8


      0.16


      12


      12


      Cost reduction initiatives (5)

      6


      0.07


      8


      8


      -


      -


      -


      -


      Acquisition and spin costs (6)

      32


      0.39


      40


      40


      11


      0.21


      13


      13


      Costs to achieve synergies (7)

      6


      0.08


      7


      7


      -


      -


      -


      -


      Purchase accounting adjustments (8)

      34


      0.42


      41


      41


      -


      -


      -


      -


      Goodwill impairment charge (9)

      60


      0.74


      60


      60


      -


      -


      -


      -


      Process harmonization (10)

      7


      0.09


      9


      9


      -


      -


      -


      -


      Warranty charge (11)

      -


      -


      -


      -


      4


      0.08


      5


      5


      Net tax adjustments

      (2)


      (0.02)


      -


      -


      -


      -


      -


      -


















      Adjusted Net income, EPS, EBIT, and EBITDA

      $            42


      $         0.52


      $          161


      $          327


      $            83


      $         1.62


      $           152


      $          212





































      Q1 2019





      Global Segments









      Clean Air


      Powertrain


      Motorparts


      Ride
      Performance


      Total


      Corporate


      Total



      Net loss attributable to Tenneco Inc.













      $          (117)




















      Net income attributable to noncontrolling interests













      12




















      Net loss













      (105)




















      Income tax expense













      -




















      Interest expense













      81




















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

      $            94


      $            54


      $             9


      $           (81)


      $            76


      $         (100)


      $           (24)




















      Depreciation and amortization

      37


      59


      36


      36


      168


      1


      169




















      Total EBITDA including noncontrolling interests (3)

      $          131


      $          113


      $            45


      $           (45)


      $          244


      $           (99)


      $           145





















      Restructuring and related expenses(4)

      4


      1


      1


      10


      16


      1


      17




      Cost reduction initiatives (5)

      -


      -


      -


      -


      -


      8


      8




      Acquisition and spin costs (6)

      -


      -


      -


      -


      -


      40


      40




      Costs to achieve synergies (7)

      1


      -


      3


      3


      7


      -


      7




      Purchase accounting adjustments (8)

      -


      2


      36


      3


      41


      -


      41




      Goodwill impairment charge (9)

      -


      -


      -


      60


      60


      -


      60




      Process harmonization (10)

      4


      -


      5


      -


      9


      -


      9




















      Adjusted EBITDA

      $          140


      $          116


      $            90


      $            31


      $          377


      $           (50)


      $           327







































      Q1 2018*







      Global Segments











      Clean Air


      Motorparts


      Ride
      Performance


      Total


      Corporate


      Total





      Net income attributable to Tenneco Inc.











      $            60






















      Net income attributable to noncontrolling interests











      14






















      Net income











      74






















      Income tax expense











      25






















      Interest expense











      23






















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

      $          120


      $            39


      $             7


      $          166


      $           (44)


      122






















      Depreciation and amortization

      37


      6


      17


      60


      -


      60






















      Total EBITDA including noncontrolling interests (3)

      $          157


      $            45


      $            24


      $          226


      $           (44)


      $          182























      Restructuring and related expenses

      1


      2


      9


      12


      -


      12






      Acquisition and spin costs (6)

      -


      -


      -


      -


      13


      13






      Warranty charge (11)

      -


      -


      5


      5


      -


      5






















      Adjusted EBITDA

      $          158


      $            47


      $            38


      $          243


      $           (31)


      $          212






      * 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 March 31, 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)Q1 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)Purchase accounting adjustments related to 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.

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (Millions)














      Q1 2019









      Currency


      Value-add









      Impact on


      Revenues





      Substrate


      Value-add


      Value-add


      excluding



      Revenues


      Sales


      Revenues


      Revenues


      Currency













      Clean Air

      $     1,779


      $       706


      $      1,073


      $          (51)


      $      1,124


      Powertrain

      1,175


      -


      1,175


      -


      1,175


      Motorparts

      797


      -


      797


      (18)


      815


      Ride Performance

      733


      -


      733


      (31)


      764












      Total Tenneco Inc.

      $     4,484


      $       706


      $      3,778


      $        (100)


      $      3,878














      Q1 2018*









      Currency


      Value-add









      Impact on


      Revenues





      Substrate


      Value-add


      Value-add


      excluding



      Revenues


      Sales


      Revenues


      Revenues


      Currency













      Clean Air

      $     1,756


      $       652


      $      1,104


      $           -


      $      1,104


      Motorparts

      312


      -


      312


      -


      312


      Ride Performance

      513


      -


      513


      -


      513












      Total Tenneco Inc.

      $     2,581


      $       652


      $      1,929


      $           -


      $      1,929


      * 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 March 31, 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)




      Q1 2019 vs. Q1 2018 $ Change and % Change Increase (Decrease)



      Revenues


      % Change


      Value-add
      Adjusted
      Revenues
      Excluding
      Currency


      % Change











      Clean Air

      $        23


      1%


      $        20


      2%


      Powertrain

      1,175


      NM


      1,175


      NM


      Motorparts

      485


      155%


      503


      161%


      Ride Performance

      220


      43%


      251


      49%

      Total Tenneco Inc.

      $   1,903


      74%


      $    1,949


      101%


      (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)












      March 31, 2019




      December 31, 2018











      Total debt





      $             5,576




      $                  5,493











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





      363




      702











      Debt net of total cash balances (1)





      $             5,213




      $                  4,791





















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





      $             1,542




      $                  1,627











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





       3.4x 




       2.9x 
































      Q1 18*


      Q2 18*


      Q3 18*


      Q4 18


      Q1 19











      Net income (loss) attributable to Tenneco Inc.

      $    60


      $    47


      $                 57


      $   (109)


      $                    (117)











      Net income attributable to noncontrolling interests

      14


      16


      9


      17


      12











      Net income (loss)

      74


      63


      66


      (92)


      (105)











      Income tax expense (benefit)

      25


      26


      22


      (10)


      -











      Interest expense

      23


      22


      24


      79


      81











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

      122


      111


      112


      (23)


      (24)











      Depreciation and amortization

      60


      60


      60


      165


      169











      Total EBITDA including noncontrolling interests (2)

      $  182


      $  171


      $               172


      $    142


      $                     145











      Adjustments:










      Restructuring and related expenses

      12


      23


      12


      17


      17

      Cost reduction initiatives (6)

      -


      8


      -


      8


      8

      Acquisition and spin costs (7)

      13


      18


      12


      53


      40

      Warranty charge (8)

      5


      -


      -


      -


      -

      Costs to achieve synergies(9)

      -


      9


      4


      49


      7

      Purchase accounting adjustments (10)

      -


      -


      -


      106


      41

      Goodwill impairment charge (11)

      -


      -


      -


      3


      60

      Process harmonization (12)

      -


      -


      -


      -


      9

      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





















      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

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

      $  412


      $  442


      $               366


      $    407


      $                     327

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







      $  1,627



      Q1 2019 Pro forma Adjusted LTM EBITDA including noncontrolling interests(2) (3) (5)









      $                  1,542


      * 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 Q1 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)Purchase accounting adjustments related to 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)


      Q1 2019


      Revenues


      Currency


      Revenues
      Excluding
      Currency


      Substrate Sales
      Excluding
      Currency


      Value-add
      Revenues
      Excluding
      Currency











      Original equipment light vehicle revenues

      $    2,817


      $      (89)


      $    2,906


      $       614


      $     2,292

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

      870


      (20)


      890


      119


      771

      Aftermarket revenues

      797


      (18)


      815


      -


      815

      Net sales and operating revenues

      $    4,484


      $    (127)


      $    4,611


      $       733


      $     3,878






















      Q1 2018*


      Revenues


      Currency


      Revenues
      Excluding
      Currency


      Substrate Sales
      Excluding
      Currency


      Value-add
      Revenues
      Excluding
      Currency











      Original equipment light vehicle revenues

      $    1,893


      $        -


      $    1,893


      $       543


      $     1,350

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

      376


      -


      376


      109


      267

      Aftermarket revenues

      312


      -


      312


      -


      312

      Net sales and operating revenues

      $    2,581


      $        -


      $    2,581


      $       652


      $     1,929


      * 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 March 31, 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)












































      Q1 2019


      Global Segments






      Clean Air


      Powertrain


      Motorparts


      Ride
      Performance


      Total


      Corporate


      Total

      Net sales and operating revenues

      $   1,779


      $      1,175


      $           797


      $           733


      $    4,484


      $         -


      $ 4,484















      Less: Substrate sales

      706


      -


      -


      -


      706


      -


      706















      Value-add revenues

      $   1,073


      $      1,175


      $           797


      $           733


      $    3,778


      $         -


      $ 3,778















       EBITDA

      $     131


      $         113


      $             45


      $            (45)


      $       244


      $        (99)


      $    145















       EBITDA as a % of revenue

      7.4%


      9.6%


      5.6%


      -6.1%


      5.4%




      3.2%

       EBITDA as a % of value-add revenue

      12.2%


      9.6%


      5.6%


      -6.1%


      6.5%




      3.8%















       Adjusted EBITDA

      $     140


      $         116


      $             90


      $             31


      $       377


      $        (50)


      $    327















       Adjusted EBITDA as a % of revenue

      7.9%


      9.9%


      11.3%


      4.2%


      8.4%




      7.3%

       Adjusted EBITDA as a % of value-add revenue

      13.0%


      9.9%


      11.3%


      4.2%


      10.0%




      8.7%






























      Q1 2018*




      Global Segments








      Clean Air


      Motorparts


      Ride
      Performance


      Total


      Corporate


      Total



      Net sales and operating revenues

      $   1,756


      $         312


      $           513


      $         2,581


      $         -


      $    2,581

















      Less: Substrate sales

      652


      -


      -


      652


      -


      652

















      Value-add revenues

      $   1,104


      $         312


      $           513


      $         1,929


      $         -


      $    1,929

















       EBITDA

      $     157


      $           45


      $             24


      $           226


      $        (44)


      $       182

















       EBITDA as a % of revenue

      8.9%


      14.4%


      4.7%


      8.8%




      7.1%



       EBITDA as a % of value-add revenue

      14.2%


      14.4%


      4.7%


      11.7%




      9.4%

















       Adjusted EBITDA

      $     158


      $           47


      $             38


      $           243


      $        (31)


      $       212

















       Adjusted EBITDA as a % of revenue

      9.0%


      15.1%


      7.4%


      9.4%




      8.2%



       Adjusted EBITDA as a % of value-add revenue

      14.3%


      15.1%


      7.4%


      12.6%




      11.0%




      * 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 March 31, 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





      Substrate


      Value-add



      Revenues


      Sales


      Revenues


      Clean Air

      $      319


      $     115


      $      204









      Powertrain

      426


      -


      426









      Ride Performance

      125


      -


      125








      Total Tenneco Inc.

      $      870


      $     115


      $      755










      2018



      Q1





      Substrate


      Value-add



      Revenues


      Sales


      Revenues


      Clean Air

      $      307


      $     109


      $      198









      Ride Performance

      69


      -


      69








      Total Tenneco Inc.

      $      376


      $     109


      $      267


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


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

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (Millions except percents)
























      Q1 2018
























      Pro forma New Tenneco


      Pro forma DRiV







      Clean Air


      Powertrain


      Corporate -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   1,756


      $      1,260


      $           -


      $      3,016


      $         903


      $           761


      $           -


      $      1,664


      $           -


      $      4,680

      Less: Substrate sales

      652


      -


      -


      652


      -


      -


      -


      -


      -


      652

      Value-add revenues (3)

      1,104


      1,260


      -


      2,364


      903


      761


      -


      1,664


      -


      4,028






















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

      119


      60


      -


      179


      96


      (18)


      -


      78


      (51)


      206

      Depreciation and amortization

      37


      61


      -


      98


      24


      38


      -


      62


      -


      160

      Total EBITDA including noncontrolling interests(4)

      156


      121


      -


      277


      120


      20


      -


      140


      (51)


      366

      Financing charges on sale of receivables reclass

      1


      1


      1


      3


      5


      -


      -


      5


      -


      8

      Segment change impact

      2


      12


      (16)


      (2)


      (19)


      17


      (32)


      (34)


      36


      -

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

      159


      134


      (15)


      278


      106


      37


      (32)


      111


      (15)


      374






















      Adjustments:





















      Restructuring and related expenses

      1


      -


      -


      1


      2


      7


      -


      9


      -


      10


      Cost reduction initiatives

      -


      -


      -


      -


      -


      2


      -


      2


      -


      2


      Acquisition and 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 -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   1,694


      $      1,243


      $           -


      $      2,937


      $         930


      $           753


      $           -


      $      1,683


      $           -


      $      4,620

      Less: Substrate sales

      621


      -


      -


      621


      -


      -


      -


      -


      -


      621

      Value-add revenues (3)

      1,073


      1,243


      -


      2,316


      930


      753


      -


      1,683


      -


      3,999






















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

      103


      70


      -


      173


      109


      (19)


      -


      90


      (65)


      198

      Depreciation and amortization

      39


      61


      -


      100


      21


      34


      -


      55


      1


      156

      Total EBITDA including noncontrolling interests(4)

      142


      131


      -


      273


      130


      15


      -


      145


      (64)


      354

      Financing charges on sale of receivables reclass

      -


      -


      1


      1


      5


      -


      -


      5


      -


      6

      Segment change impact

      3


      13


      (16)


      -


      (17)


      14


      (24)


      (27)


      27


      -

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

      145


      144


      (15)


      274


      118


      29


      (24)


      123


      (37)


      360






















      Adjustments:





















      Restructuring and related expenses

      11


      1


      -


      12


      1


      10


      -


      11


      -


      23


      Cost reduction initiatives

      -


      -


      -


      -


      -


      8


      -


      8


      -


      8


      Acquisition and 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 -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   1,602


      $      1,122


      $           -


      $      2,724


      $         867


      $           690


      $           -


      $      1,557


      $           -


      $      4,281

      Less: Substrate sales

      596


      -


      -


      596


      -


      -


      -


      -


      -


      596

      Value-add revenues (3)

      1,006


      1,122


      -


      2,128


      867


      690


      -


      1,557


      -


      3,685






















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

      105


      21


      -


      126


      102


      28


      -


      130


      (51)


      205

      Depreciation and amortization

      38


      62


      -


      100


      22


      35


      -


      57


      2


      159

      Total EBITDA including noncontrolling interests(4)

      143


      83


      -


      226


      124


      63


      -


      187


      (49)


      364

      Financing charges on sale of receivables reclass

      1


      1


      1


      3


      5


      -


      -


      5


      -


      8

      Segment change impact

      4


      13


      (18)


      (1)


      (16)


      16


      (28)


      (28)


      29


      -

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

      148


      97


      (17)


      228


      113


      79


      (28)


      164


      (20)


      372






















      Adjustments:





















      Restructuring and related expenses

      1


      8


      -


      9


      8


      10


      -


      18


      -


      27


      Acquisition and 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 -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   1,655


      $      1,112


      $           -


      $      2,767


      $         827


      $           684


      $           -


      $      1,511


      $           -


      $      4,278

      Less: Substrate sales

      631


      -


      -


      631


      -


      -


      -


      -


      -


      631

      Value-add revenues (3)

      1,024


      1,112


      -


      2,136


      827


      684


      -


      1,511


      -


      3,647






















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

      116


      33


      -


      149


      (31)


      (47)


      -


      (78)


      (102)


      (31)

      Depreciation and amortization

      40


      59


      -


      99


      29


      37


      -


      66


      -


      165

      Total EBITDA including noncontrolling interests(4)

      156


      92


      -


      248


      (2)


      (10)


      -


      (12)


      (102)


      134

      Financing charges on sale of receivables reclass

      -


      -


      1


      1


      6


      1


      -


      7


      -


      8

      Segment change impact

      3


      1


      (4)


      -


      (17)


      12


      (19)


      (24)


      24


      -

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

      159


      93


      (3)


      249


      (13)


      3


      (19)


      (29)


      (78)


      142






















      Adjustments:





















      Restructuring and related expenses

      (2)


      (2)


      -


      (4)


      2


      19


      -


      21


      -


      17


      Cost reduction initiatives

      -


      -


      -


      -


      -


      -


      -


      -


      8


      8


      Acquisition and 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 -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   6,707


      $     4,737


      $           -


      $11,444


      $      3,527


      $       2,888


      $           -


      $ 6,415


      $          -


      $  17,859

      Less: Substrate sales

      2,500


      -


      -


      2,500


      -


      -


      -


      -


      -


      2,500

      Value-add revenues (3)

      4,207


      4,737


      -


      8,944


      3,527


      2,888


      -


      6,415


      -


      15,359






















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

      443


      184


      -


      627


      276


      (56)


      -


      220


      (269)


      578

      Depreciation and amortization

      154


      243


      -


      397


      96


      144


      -


      240


      3


      640

      Total EBITDA including noncontrolling interests(4)

      597


      427


      -


      1,024


      372


      88


      -


      460


      (266)


      1,218

      Financing charges on sale of receivables reclass

      2


      2


      4


      8


      21


      1


      -


      22


      -


      30

      Segment change impact

      12


      39


      (54)


      (3)


      (69)


      59


      (103)


      (113)


      116


      -

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

      611


      468


      (50)


      1,029


      324


      148


      (103)


      369


      (150)


      1,248






















      Adjustments:





















      Restructuring and related expenses

      11


      7


      -


      18


      13


      46


      -


      59


      -


      77


      Cost reduction initiatives

      -


      -


      -


      -


      -


      10


      -


      10


      8


      18


      Acquisition and 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 -
      New
      Tenneco


      New
      Tenneco


      Motorparts


      Ride
      Performance


      Corporate -
      DRiV


      DRiV


      Other/Elim


      Total Pro
      forma
      Tenneco






















      Net sales and operating revenues

      $   6,216


      $     4,573


      $           -


      $10,789


      $      3,678


      $       2,686


      $           -


      $ 6,364


      $          -


      $  17,153

      Less: Substrate sales

      2,187


      -


      -


      2,187


      -


      -


      -


      -


      -


      2,187

      Value-add revenues (3)

      4,029


      4,573


      -


      8,602


      3,678


      2,686


      -


      6,364


      -


      14,966






















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

      420


      234


      -


      654


      394


      (42)


      -


      352


      (272)


      734

      Depreciation and amortization

      142


      254


      -


      396


      92


      132


      -


      224


      4


      624

      Total EBITDA including noncontrolling interests(4)

      562


      488


      -


      1,050


      486


      90


      -


      576


      (268)


      1,358

      Financing charges on sale of receivables reclass

      2


      2


      -


      4


      16


      1


      -


      17


      -


      21

      Segment change impact

      7


      54


      (71)


      (10)


      (67)


      75


      (114)


      (106)


      116


      -

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

      571


      544


      (71)


      1,044


      435


      166


      (114)


      487


      (152)


      1,379






















      Adjustments:





















      Restructuring and related expenses

      23


      16


      -


      39


      21


      23


      -


      44


      1


      84


      Cost reduction initiatives

      4


      -


      -


      4


      3


      12


      -


      15


      3


      22


      Loss on debt modification

      -


      -


      -


      -


      -


      -


      -


      -


      5


      5


      Pension charges / Stock vesting

      -


      -


      -


      -


      -


      -


      -


      -


      13


      13


      Goodwill impairment charge

      -


      11


      -


      11


      4


      7


      -


      11


      -


      22


      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 Q2 and FY 2019 Outlook

      Unaudited

      (Millions except percents)



      DRiV™ 2019 Expectations



      Q2 Outlook:


      Revenue expected up 4% to 5% sequentially


      Expect Q2 sequential VA adjusted EBITDA margin rate improvement of approximately 200 bps

      Full Year Outlook:


      Revenue growth about flat(1)year over year


      Adjusted EBITDA margin about flat(1)year over year


      Capital Expenditures in the range of $250 million to $275 million



      New Tenneco 2019 Expectations



      Q2 Outlook:


      VA Revenue expected down 1% to 2% sequentially 


      Expect Q2 sequential VA adjusted EBITDA margin rate improvement of approximately 100 bps

      Full Year Outlook:


      Revenue expected up 3% to 4%(1)


      Adjusted EBITDA margin down between 30 to 50 bps (1)year over year


      Capital Expenditures in the range of $480 million to $495 million



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

      SOURCE Tenneco Inc.

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