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

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

      News provided by

      Tenneco Inc.

      Feb 24, 2021, 07:00 ET

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

      Continue Reading

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

      Strong operational performance helped Tenneco generate significant cash flow and year-over-year debt reduction

      Post this

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

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

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

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

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

      Full Year 2021


      First Quarter 2021

      Revenue

      $17.2 - $17.8B


      Revenue

      $4.45 - $4.55B

      Value-Add Revenue

      $13.2 - $13.8B


      Value-Add Revenue

      $3.45 - $3.55B

      Adjusted EBITDA**

      $1.3 - $1.4B


      Adjusted EBITDA**

      $325 - $355M

      Net Debt(1)

      $4.2B





      (1)  Total debt net of total cash balances.

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

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

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

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

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

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

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

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

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

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

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

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

      Visit www.tenneco.com to learn more.

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

      About Guidance
      Revenue estimates and other forecasted information in this release are based on OE manufacturers' programs that have been formally awarded to the company; programs where Tenneco is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco's status as supplier for the existing program and its relationship with the customer.  This information is also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. Certain elements of the restructuring and related expenses, legal settlements, substrate pricing, and other unusual charges we incur from time to time cannot be forecasted accurately.  In this respect, we are not able to forecast corresponding GAAP measures without unreasonable efforts on account of these factors and other factors not in our control.

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

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

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

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

      Investor inquiries:
      Linae Golla
      847-482-5162
      [email protected]

      Rich Kwas
      248-849-1340
      [email protected]

      Media inquiries:
      Bill Dawson
      847-482-5807
      [email protected]

      ATTACHMENT 1

      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

      Unaudited

      (millions, except per share amounts)



      Three Months Ended

      December 31,


      2020


      2019

      Net sales and operating revenues:




      Clean Air - Value-add revenues

      $

      1,046



      $

      974


      Clean Air - Substrate sales

      1,071



      769


      Powertrain

      1,120



      1,018


      Motorparts

      730



      741


      Ride Performance

      683



      641


                Total net sales and operating revenues

      4,650



      4,143


      Costs and expenses:




         Cost of sales (exclusive of depreciation and amortization)

      3,955



      3,581


         Selling, general, and administrative

      231



      276


         Depreciation and amortization

      158



      170


         Engineering, research, and development

      74



      76


         Restructuring charges, net and asset impairments

      —



      28


         Goodwill and intangible impairment charges

      —



      172


                Total costs and expenses

      4,418



      4,303


      Other income (expense):




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

      (2)



      (3)


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

      21



      9


      Gain (loss) on extinguishment of debt

      2



      —


      Other income (expense), net

      7



      10



      28



      16


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

      260



      (144)


         Interest expense

      (68)



      (80)


      Earnings (loss) before income taxes and noncontrolling interests

      192



      (224)


      Income tax (expense) benefit

      (6)



      (14)


      Net income (loss)

      186



      (238)


      Less: Net income (loss) attributable to noncontrolling interests

      19



      75


      Net income (loss) attributable to Tenneco Inc.

      $

      167



      $

      (313)






      Basic earnings (loss) per share:




      Earnings (loss) per share

      $

      2.04



      $

      (3.87)


      Weighted average shares outstanding

      81.5



      80.9


      Diluted earnings (loss) per share:




      Earnings (loss) per share

      $

      2.03



      $

      (3.87)


      Weighted average shares outstanding

      81.9



      80.9


      ATTACHMENT 1

      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

      Unaudited

      (millions, except per share amounts)



      Twelve Months Ended

      December 31,


      2020


      2019

      Net sales and operating revenues:




      Clean Air - Value-add revenues

      $

      3,366



      $

      4,094


      Clean Air - Substrate sales

      3,355



      3,027


      Powertrain

      3,726



      4,408


      Motorparts

      2,725



      3,167


      Ride Performance

      2,207



      2,754


                Total net sales and operating revenues

      15,379



      17,450


      Costs and expenses:




      Cost of sales (exclusive of depreciation and amortization)

      13,402



      14,912


      Selling, general, and administrative

      889



      1,138


      Depreciation and amortization

      639



      673


      Engineering, research, and development

      273



      324


      Restructuring charges, net and asset impairments

      622



      126


      Goodwill and intangible impairment charges

      383



      241


                Total costs and expenses

      16,208



      17,414


      Other income (expense):




      Non-service pension and postretirement benefit (costs) credits

      18



      (11)


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

      47



      43


      Gain (loss) on extinguishment of debt

      2



      —


      Other income (expense), net

      38



      53



      105



      85


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

      (724)



      121


      Interest expense

      (277)



      (322)


      Earnings (loss) before income taxes and noncontrolling interests

      (1,001)



      (201)


      Income tax (expense) benefit

      (459)



      (19)


      Net income (loss)

      (1,460)



      (220)


      Less: Net income (loss) attributable to noncontrolling interests

      61



      114


      Net income (loss) attributable to Tenneco Inc.

      $

      (1,521)



      $

      (334)






      Basic earnings (loss) per share:




      Earnings (loss) per share

      $

      (18.69)



      $

      (4.12)


      Weighted average shares outstanding

      81.4



      80.9


      Diluted earnings (loss) per share:




      Earnings (loss) per share

      $

      (18.69)



      $

      (4.12)


      Weighted average shares outstanding

      81.4



      80.9


      ATTACHMENT 1

      TENNECO INC.

      CONDENSED CONSOLIDATED BALANCE SHEETS

      Unaudited

      (dollars in millions)



      December 31, 2020


      December 31, 2019


      Assets





      Cash and cash equivalents

      $

      798



      $

      564



      Restricted cash

      5



      2



      Receivables, net

      2,528


      (a)

      2,538


      (a)

      Inventories

      1,743



      1,999



      Prepayments and other current assets

      619



      632



      Other noncurrent assets

      3,102



      3,864



      Property, plant and equipment, net

      3,057



      3,627



      Total assets

      $

      11,852



      $

      13,226



      Liabilities and Shareholders' Equity





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

      $

      162



      $

      185



      Accounts payable

      2,917



      2,647



      Accrued compensation and employee benefits

      365



      325



      Accrued income taxes

      54



      72



      Accrued expenses and other current liabilities

      1,188



      1,070



      Long-term debt

      5,171


      (b)

      5,371


      (b)

      Deferred income taxes

      89



      106



      Pension and postretirement benefits

      1,101



      1,145



      Deferred credits and other liabilities

      546



      490



      Redeemable noncontrolling interests

      78



      196



      Total Tenneco Inc. shareholders' equity (deficit)

      (119)



      1,425



      Noncontrolling interests

      300



      194



      Total liabilities, redeemable noncontrolling interests, and equity

      $

      11,852



      $

      13,226








      December 31, 2020


      December 31, 2019


      (a) Accounts receivable net of:





      Accounts receivable outstanding and derecognized

      $

      956



      $

      1,037








      (b) Long-term debt composed of:





      Revolver Borrowings

      $

      —



      $

      183



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

      1,520



      1,608



      LIBOR plus 3.00% Term Loan B due 2019 through 2025

      1,612



      1,623



      $225 million of 5.375% Senior Notes due 2024

      223



      222



      $500 million of 5.000% Senior Notes due 2026

      494



      494



      €415 million of 4.875% Euro Fixed Rate Notes due 2022

      —



      479



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

      370



      340



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

      445



      413



      $500 million of 7.875% Senior Secured Notes due 2029

      489



      —



      Other Debt, primarily foreign instruments

      23



      13




      5,176



      5,375



      Less: maturities classified as current

      5



      4



      Total long-term debt

      $

      5,171



      $

      5,371



      ____________________

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

      ATTACHMENT 1

      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      Unaudited

      (dollars in millions)



      Three Months Ended

      December 31,


      2020


      2019

      Operating Activities




      Net income (loss)

      $

      186



      $

      (238)


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




      Goodwill and intangible impairment charges

      —



      172


      Depreciation and amortization

      158



      170


      Deferred income taxes

      (1)



      (36)


      Stock-based compensation

      5



      5


      Restructuring charges and asset impairments, net of cash paid

      (29)



      (1)


      Change in pension and other postretirement benefit plans

      (45)



      (8)


      Equity in earnings of nonconsolidated affiliates

      (21)



      (9)


      Cash dividends received from nonconsolidated affiliates

      5



      8


      Loss (gain) on sale of assets and other

      (19)



      —


      Changes in operating assets and liabilities:




      Receivables

      247



      232


      Inventories

      (24)



      172


      Payables and accrued expenses

      66



      (165)


      Accrued interest and accrued income taxes

      (35)



      15


      Other assets and liabilities

      (19)



      63


      Net cash (used) provided by operating activities

      474



      380


      Investing Activities




      Proceeds from sale of assets

      37



      12


      Proceeds from sale of investment in nonconsolidated affiliates

      —



      2


      Net proceeds from sale of business

      6



      —


      Cash payments for property, plant, and equipment

      (86)



      (203)


      Proceeds from deferred purchase price of factored receivables

      107



      47


      Other

      (3)



      2


      Net cash (used) provided by investing activities

      61



      (140)


      Financing Activities




      Proceeds from term loans and notes

      511



      29


      Repayments of term loans and notes

      (569)



      (63)


      Borrowings on revolving lines of credit

      1,268



      2,316


      Payments on revolving lines of credit

      (1,690)



      (2,336)


      Debt issuance costs of long-term debt

      (9)



      —


      Net decrease in bank overdrafts

      (11)



      (1)


      Acquisition of additional ownership interest in consolidated affiliates

      —



      (10)


      Other

      30



      (2)


      Distributions to noncontrolling interest partners

      (24)



      (23)


      Net cash (used) provided by financing activities

      (494)



      (90)


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

      41



      21


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

      82



      171


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

      721



      395


      Cash, cash equivalents, and restricted cash, end of period

      $

      803



      $

      566


      Supplemental Cash Flow Information




      Cash paid during the period for interest

      $

      58



      $

      54


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

      $

      40



      $

      38


      Non-cash Investing Activities




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

      $

      113



      $

      134


      Deferred purchase price of receivables factored in the period in investing

      $

      102



      $

      45


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

      $

      —



      $

      53


      ATTACHMENT 1

      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      Unaudited

      (dollars in millions)



      Twelve Months Ended

      December 31,

      Operating Activities

      2020


      2019

      Net income (loss)

      $

      (1,460)



      $

      (220)


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




      Goodwill and intangible impairment charges

      383



      241


      Depreciation and amortization

      639



      673


      Deferred income taxes

      301



      (151)


      Stock-based compensation

      18



      25


      Restructuring charges and asset impairments, net of cash paid

      500



      11


      Change in pension and postretirement benefit plans

      (94)



      (57)


      Equity in earnings of nonconsolidated affiliates

      (47)



      (43)


      Cash dividends received from nonconsolidated affiliates

      23



      53


      Loss (gain) on sale of assets and other

      (18)



      —


      Changes in operating assets and liabilities:




      Receivables

      (182)



      (225)


      Inventories

      279



      284


      Payables and accrued expenses

      308



      (66)


      Accrued interest and accrued income taxes

      (12)



      3


      Other assets and liabilities

      (9)



      (84)


      Net cash (used) provided by operating activities

      629



      444


      Investing Activities




      Acquisitions, net of cash acquired

      —



      (158)


      Proceeds from sale of assets

      45



      20


      Proceeds from sale of investment in nonconsolidated affiliates

      —



      2


      Net proceeds from sale of business

      9



      22


      Cash payments for property, plant and equipment

      (394)



      (744)


      Proceeds from deferred purchase price of factored receivables

      283



      250


      Other

      —



      2


      Net cash (used) provided by investing activities

      (57)



      (606)


      Financing Activities




      Proceeds from term loans and notes

      654



      200


      Repayments of term loans and notes

      (765)



      (341)


      Borrowings on revolving lines of credit

      6,120



      9,120


      Payments on revolving lines of credit

      (6,337)



      (8,884)


      Repurchase of common shares

      (1)



      (2)


      Cash dividends

      —



      (20)


      Debt issuance costs of long-term debt

      (25)



      —


      Net decrease in bank overdrafts

      (2)



      (13)


      Acquisition of additional ownership interest in consolidated affiliates

      —



      (10)


      Distributions to noncontrolling interest partners

      (42)



      (43)


      Other

      40



      (4)


      Net cash (used) provided by financing activities

      (358)



      3


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

      23



      23


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

      237



      (136)


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

      566



      702


      Cash, cash equivalents, and restricted cash, end of period

      $

      803



      $

      566


      Supplemental Cash Flow Information




      Cash paid during the year for interest

      $

      246



      $

      284


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

      $

      154



      $

      177


      Non-cash inventory charge due to aftermarket product line exit

      $

      73



      $

      —


      Non-cash Investing Activities




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

      $

      113



      $

      134


      Deferred purchase price of receivables factored in the period in investing

      $

      299



      $

      253


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

      $

      (53)



      $

      53


      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (dollars in millions, except per share amounts)



      Q4 2020


      Q4 2019


      Net

      income

      (loss)

      attributable

      to Tenneco

      Inc.


      Per

      Share


      Net income

      (loss)

      attributable to

      noncontrolling

      interests


      Income

      tax

      (expense)

      benefit


      EBIT


      EBITDA (3)


      Net

      income

      (loss)

      attributable

      to Tenneco

      Inc.


      Per

      Share


      Net income

      (loss)

      attributable to

      noncontrolling

      interests


      Income

      tax

      (expense)

      benefit


      EBIT


      EBITDA (3)

      Earnings (Loss) Measures

      $

      167



      $

      2.03



      $

      19



      $

      (6)



      $

      260



      $

      418



      $

      (313)



      $

      (3.87)



      $

      75



      $

      (14)



      $

      (144)



      $

      26


      Adjustments:
























      Restructuring and related expenses (5)

      5



      0.06



      —



      (1)



      6



      6



      34



      0.41



      1



      (7)



      42



      36


      Acquisition and expected separation costs (6)

      2



      0.02



      —



      1



      1



      1



      28



      0.36



      —



      (2)



      30



      30


      Antitrust reserve change in estimate (7)

      (11)



      (0.13)



      —



      —



      (11)



      (11)



      —



      —



      —



      —



      —



      —


      Gain/Loss on sale of assets

      (1)



      (0.02)



      —



      1



      (2)



      (2)



      —



      —



      —



      —



      —



      —


      Gain on extinguishment of debt

      (2)



      (0.03)



      —



      —



      (2)



      (2)



      —



      —



      —



      —



      —



      —


      Cost reduction initiatives (8)

      —



      —



      —



      —



      —



      —



      —



      —



      —



      1



      (1)



      (1)


      Costs to achieve synergies (9)

      —



      —



      —



      —



      —



      —



      7



      0.09



      —



      (1)



      8



      8


      Purchase accounting charges (10)

      —



      —



      —



      —



      —



      —



      4



      0.05



      —



      2



      2



      2


      Goodwill and intangible impairment charges (11)

      —



      —



      —



      —



      —



      —



      172



      2.13



      —



      —



      172



      172


      Process harmonization (12)

      —



      —



      —



      —



      —



      —



      14



      0.17



      —



      (2)



      16



      16


      Pension adjustments (13)

      —



      —



      —



      —



      —



      —



      (1)



      (0.02)



      —



      1



      (2)



      (2)


      Noncontrolling interests adjustments

      (1)



      (0.01)



      1



      —



      —



      —



      58



      0.71



      (58)



      —



      —



      —


      Net tax adjustments

      (21)



      (0.24)



      —



      (21)



      —



      —



      —



      —



      —



      —



      —



      —


      Adjusted Net income, EPS, NCI, Tax, EBIT, and EBITDA (4)

      $

      138



      $

      1.68



      $

      20



      $

      (26)



      $

      252



      $

      410



      $

      3



      $

      0.03



      $

      18



      $

      (22)



      $

      123



      $

      287



      Q4 2020


      Global Segments






      Clean

      Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      167


      Net income (loss) attributable to noncontrolling interests













      19


      Net income (loss)













      186


      Income tax (expense) benefit













      (6)


      Interest expense













      (68)


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













      260


      Depreciation and amortization













      158


      Total EBITDA including noncontrolling interests (3)

      $

      175



      $

      151



      $

      109



      $

      29



      $

      464



      $

      (46)



      $

      418


      Restructuring and related expenses(5)

      (1)



      1



      1



      3



       

      4



      2



      6


      Acquisition and expected separation costs (6)

      (3)



      —



      —



      —



      (3)



      4



      1


      Antitrust reserve change in estimate (7)

      (11)



      —



      —



      —



      (11)



      —



      (11)


      Gain/Loss on sale of assets

      —



      —



      —



      (3)



      (3)



      1



      (2)


      Gain on extinguishment of debt

      —



      —



      —



      —



      —



      (2)



      (2)


      Adjusted EBITDA (4)

      $

      160



      $

      152



      $

      110



      $

      29



      $

      451



      $

      (41)



      $

      410































      Q4 2019


      Global Segments






      Clean

      Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      (313)


      Net income (loss) attributable to noncontrolling interests













      75


      Net income (loss)













      (238)


      Income tax (expense) benefit













      (14)


      Interest expense













      (80)


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













      (144)


      Depreciation and amortization













      170


      Total EBITDA including noncontrolling interests (3)

      $

      130



      $

      60



      $

      (84)



      $

      7



      $

      113



      $

      (87)



      $

      26


      Restructuring and related expenses(5)

      3



      2



      —



      23



      28



      8



      36


      Acquisition and expected separation costs (6)

      —



      —



      —



      —



      —



      30



      30


      Cost reduction initiatives (8)

      —



      —



      —



      —



      —



      (1)



      (1)


      Costs to achieve synergies (9)

      1



      —



      2



      —



      3



      5



      8


      Purchase accounting charges (10)

      —



      2



      —



      —



      2



      —



      2


      Goodwill and intangible impairment charges (11)

      —



      18



      154



      —



      172



      —



      172


      Process harmonization (12)

      8



      —



      4



      4



      16



      —



      16


      Pension adjustments (13)

      —



      —



      —



      —



      —



      (2)



      (2)


      Adjusted EBITDA (4)

      $

      142



      $

      82



      $

      76



      $

      34



      $

      334



      $

      (47)



      $

      287


      _________________________________________

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


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


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


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


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


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


      (7) Reduction in estimated antitrust accrual.


      (8) Costs related to cost reduction initiatives.


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


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


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


      (12) Charges due to process harmonization.


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

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (dollars in millions, except per share amounts)



      Q4 2020 YTD


      Q4 2019 YTD


      Net

      income

      (loss)

      attributable

      to Tenneco

      Inc.


      Per

      Share


      Net income

      (loss)

      attributable to

      noncontrolling

      interests


      Income

      tax

      (expense)

      benefit


      EBIT


      EBITDA (3)


      Net

      income

      (loss)

      attributable

      to Tenneco

      Inc.


      Per

      Share


      Net income

      (loss)

      attributable to

      noncontrolling

      interests


      Income

      tax

      (expense)

      benefit


      EBIT


      EBITDA (3)

      Earnings (Loss) Measures

      $

      (1,521)



      $

      (18.69)



      $

      61



      $

      (459)



      $

      (724)



      $

      (85)



      $

      (334)



      $

      (4.12)



      $

      114



      $

      (19)



      $

      121



      $

      794


      Adjustments:
























      Restructuring and related expenses (5)

      141



      1.71



      —



      (36)



      177



      169



      116



      1.43



      6



      (31)



      153



      138


      Inventory write-down (6)

      54



      0.67



      —



      (19)



      73



      73



      —



      —



      —



      —



      —



      —


      Asset impairments (7)

      396



      4.87



      7



      (100)



      503



      503



      —



      —



      —



      —



      —



      —


      Acquisition and expected separation costs (8)

      31



      0.39



      —



      (7)



      38



      38



      102



      1.27



      —



      (25)



      127



      127


      Antitrust reserve change in estimate (9)

      (11)



      (0.14)



      —



      —



      (11)



      (11)



      (7)



      (0.09)



      —



      2



      (9)



      (9)


      Gain/Loss on sale of assets

      (1)



      (0.02)



      —



      1



      (2)



      (2)



      —



      —



      —



      —



      —



      —


      Gain on extinguishment of debt

      (2)



      (0.03)



      —



      —



      (2)



      (2)



      —



      —



      —



      —



      —



      —


      OPEB curtailment (10)

      (21)



      (0.26)



      —



      —



      (21)



      (21)



      —



      —



      —



      —



      —



      —


      Goodwill and intangible impairment charges (11)

      366



      4.51



      5



      (12)



      383



      383



      241



      2.98



      —



      —



      241



      241


      Cost reduction initiatives (12)

      —



      —



      —



      —



      —



      —



      12



      0.15



      —



      (3)



      15



      15


      Costs to achieve synergies (13)

      —



      —



      —



      —



      —



      —



      23



      0.29



      —



      (6)



      29



      29


      Purchase accounting charges (14)

      —



      —



      —



      —



      —



      —



      49



      0.61



      —



      (8)



      57



      57


      Process harmonization (15)

      —



      —



      —



      —



      —



      —



      21



      0.26



      —



      (5)



      26



      26


      Warranty charge (16)

      —



      —



      —



      —



      —



      —



      6



      0.07



      —



      (2)



      8



      8


      Brazil tax credit (17)

      —



      —



      —



      —



      —



      —



      (14)



      (0.18)



      —



      8



      (22)



      (22)


      Out of period adjustment (18)

      —



      —



      —



      —



      —



      —



      4



      0.05



      1



      —



      5



      5


      Impairment of assets held for sale

      —



      —



      —



      —



      —



      —



      6



      0.07



      —



      (2)



      8



      8


      Pension adjustments (19)

      —



      —



      —



      —



      —



      —



      (1)



      (0.02)



      —



      1



      (2)



      (2)


      Noncontrolling interests adjustments (20)

      10



      0.13



      (10)



      —



      —



      —



      58



      0.71



      (58)



      —



      —



      —


      Net tax adjustments (21)

      522



      6.42



      —



      522



      —



      —



      (41)



      (0.50)



      —



      (41)



      —



      —


      Adjusted Net income, EPS, NCI, Tax, EBIT, and EBITDA (4)

      $

      (36)



      $

      (0.44)



      $

      63



      $

      (110)



      $

      414



      $

      1,045



      $

      241



      $

      2.98



      $

      63



      $

      (131)



      $

      757



      $

      1,415



      Q4 2020 YTD


      Global Segments






      Clean

      Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      (1,521)


      Net income (loss) attributable to noncontrolling interests













      61


      Net income (loss)













      (1,460)


      Income tax (expense) benefit













      (459)


      Interest expense













      (277)


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













      (724)


      Depreciation and amortization













      639


      Total EBITDA including noncontrolling interests (3)

      $

      440



      $

      130



      $

      155



      $

      (595)



      $

      130



      $

      (215)



      $

      (85)


      Restructuring and related expenses(5)

      22



      51



      20



      68



      161



      8



      169


      Inventory write-down(6)

      —



      —



      73



      —



      73



      —



      73


      Asset impairments (7)

      —



      4



      27



      455



      486



      17



      503


      Acquisition and expected separation costs (8)

      —



      —



      —



      (2)



      (2)



      40



      38


      Antitrust reserve change in estimate (9)

      (11)



      —



      —



      —



      (11)



      —



      (11)


      Gain/Loss on sale of assets

      —



      —



      —



      (3)



      (3)



      1



      (2)


      Gain on extinguishment of debt

      —



      —



      —



      —



      —



      (2)



      (2)


      OPEB curtailment (10)

      —



      —



      —



      —



      —



      (21)



      (21)


      Goodwill and intangible impairment charges (11)

      —



      160



      110



      113



      383



      —



      383


      Adjusted EBITDA (4)

      $

      451



      $

      345



      $

      385



      $

      36



      $

      1,217



      $

      (172)



      $

      1,045































      Q4 2019 YTD


      Global Segments






      Clean

      Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      (334)


      Net income (loss) attributable to noncontrolling interests













      114


      Net income (loss)













      (220)


      Income tax (expense) benefit













      (19)


      Interest expense













      (322)


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













      121


      Depreciation and amortization













      673


      Total EBITDA including noncontrolling interests (3)

      $

      582



      $

      363



      $

      184



      $

      8



      $

      1,137



      $

      (343)



      $

      794


      Restructuring and related expenses(5)

      24



      30



      4



      71



      129



      9



      138


      Acquisition and expected separation costs (8)

      —



      —



      1



      —



      1



      126



      127


      Antitrust reserve change in estimate (9)

      (9)



      —



      —



      —



      (9)



      —



      (9)


      Goodwill and intangible impairment charges (11)

      —



      18



      154



      69



      241



      —



      241


      Cost reduction initiatives (12)

      —



      —



      —



      —



      —



      15



      15


      Costs to achieve synergies (13)

      6



      2



      11



      2



      21



      8



      29


      Purchase accounting charges (14)

      —



      12



      41



      4



      57



      —



      57


      Process harmonization (15)

      13



      —



      9



      4



      26



      —



      26


      Warranty charge (16)

      —



      —



      8



      —



      8



      —



      8


      Brazil tax credit (17)

      (9)



      —



      (7)



      (6)



      (22)



      —



      (22)


      Out of period adjustment (18)

      —



      —



      —



      5



      5



      —



      5


      Pension adjustments (19)

      —



      —



      —



      —



      —



      (2)



      (2)


      Impairment of assets held for sale

      —



      —



      8



      —



      8



      —



      8


      Adjusted EBITDA (4)

      $

      607



      $

      425



      $

      413



      $

      157



      $

      1,602



      $

      (187)



      $

      1,415


      _________________________________________

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


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


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


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


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


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


      (7) Asset impairment charges.


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


      (9) Reduction in estimated antitrust accrual.


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


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


      (12) Costs related to cost reduction initiatives.


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


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


      (15) Charge due to process harmonization.


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


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


      (18) Inventory losses attributable to prior periods.


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


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


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

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (dollars in millions except percents)



      Q4 2020


      Revenues


      Substrate Sales


      Value-add

      Revenues


      Currency

      Impact on

      Value-add

      Revenues


      Value-add

      Revenues

      excluding

      Currency

      Clean Air

      $

      2,117



      $

      1,071



      $

      1,046



      $

      23



      $

      1,023


      Powertrain

      1,120



      —



      1,120



      34



      1,086


      Motorparts

      730



      —



      730



      1



      729


      Ride Performance

      683



      —



      683



      18



      665


      Total Tenneco Inc.

      $

      4,650



      $

      1,071



      $

      3,579



      $

      76



      $

      3,503





      Q4 2019


      Revenues


      Substrate Sales


      Value-add

      Revenues


      Currency

      Impact on

      Value-add

      Revenues


      Value-add

      Revenues

      excluding

      Currency

      Clean Air

      $

      1,743



      $

      769



      $

      974



      $

      —



      $

      974


      Powertrain

      1,018



      —



      1,018



      —



      1,018


      Motorparts

      741



      —



      741



      —



      741


      Ride Performance

      641



      —



      641



      —



      641


      Total Tenneco Inc.

      $

      4,143



      $

      769



      $

      3,374



      $

      —



      $

      3,374



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


      Revenues


      % Change


      Value-add Revenues

      excluding Currency


      % Change

      Clean Air

      $

      374



      21

      %


      $

      49



      5

      %

      Powertrain

      102



      10

      %


      68



      7

      %

      Motorparts

      (11)



      (1)

      %


      (12)



      (2)

      %

      Ride Performance

      42



      7

      %


      24



      4

      %

      Total Tenneco Inc.

      $

      507



      12

      %


      $

      129



      4

      %

      _________________________________

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


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

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (dollars in millions except percents)



      Q4 2020 YTD


      Revenues


      Substrate Sales


      Value-add

      Revenues


      Currency

      Impact on

      Value-add

      Revenues


      Value-add

      Revenues

      excluding

      Currency

      Clean Air

      $

      6,721



      $

      3,355



      $

      3,366



      $

      (4)



      $

      3,370


      Powertrain

      3,726



      —



      3,726



      (15)



      3,741


      Motorparts

      2,725



      —



      2,725



      (55)



      2,780


      Ride Performance

      2,207



      —



      2,207



      (6)



      2,213


      Total Tenneco Inc.

      $

      15,379



      $

      3,355



      $

      12,024



      $

      (80)



      $

      12,104





      Q4 2019 YTD


      Revenues


      Substrate Sales


      Value-add

      Revenues


      Currency

      Impact on

      Value-add

      Revenues


      Value-add

      Revenues

      excluding

      Currency

      Clean Air

      $

      7,121



      $

      3,027



      $

      4,094



      $

      —



      $

      4,094


      Powertrain

      4,408



      —



      4,408



      —



      4,408


      Motorparts

      3,167



      —



      3,167



      —



      3,167


      Ride Performance

      2,754



      —



      2,754



      —



      2,754


      Total Tenneco Inc.

      $

      17,450



      $

      3,027



      $

      14,423



      $

      —



      $

      14,423



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


      Revenues


      % Change


      Value-add Revenues

      excluding Currency


      % Change

      Clean Air

      $

      (400)



      (6)

      %


      $

      (724)



      (18)

      %

      Powertrain

      (682)



      (15)

      %


      (667)



      (15)

      %

      Motorparts

      (442)



      (14)

      %


      (387)



      (12)

      %

      Ride Performance

      (547)



      (20)

      %


      (541)



      (20)

      %

      Total Tenneco Inc.

      $

      (2,071)



      (12)

      %


      $

      (2,319)



      (16)

      %

      _________________________________________

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


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

      ATTACHMENT 2

      TENNECO INC.

      RECONCILIATION OF NON-GAAP MEASURES

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

      Unaudited

      (dollars in millions except ratios)



      December 31,

      2020


      December 31,

      2019

      Total debt

      $

      5,333



      $

      5,556


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

      803



      566


      Debt net of total cash balances (1)

      $

      4,530



      $

      4,990


      Adjusted LTM EBITDA including noncontrolling interests (2) (3)

      $

      1,045



      $

      1,415


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

      4.3x



      3.5x


      _________________________________________

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


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


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


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

      ATTACHMENT 2

      TENNECO INC.

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

      Unaudited

      (dollars in millions)



      Q4 2020


      Revenues


      Currency


      Revenues

      Excluding

      Currency


      Substrate

      Sales

      Excluding

      Currency


      Value-add

      Revenues

      Excluding

      Currency

      Original equipment light vehicle revenues

      $

      2,964



      $

      71



      $

      2,893



      $

      899



      $

      1,994


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

      608



      15



      593



      126



      467


      Aftermarket & original equipment service revenues

      1,078



      13



      1,065



      23



      1,042


      Net sales and operating revenues

      $

      4,650



      $

      99



      $

      4,551



      $

      1,048



      $

      3,503




      Q4 2019*


      Revenues


      Currency


      Revenues

      Excluding

      Currency


      Substrate

      Sales

      Excluding

      Currency


      Value-add

      Revenues

      Excluding

      Currency

      Original equipment light vehicle revenues

      $

      2,497



      $

      —



      $

      2,497



      $

      639



      $

      1,858


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

      576



      —



      576



      108



      468


      Aftermarket & original equipment service revenues

      1,070



      —



      1,070



      22



      1,048


      Net sales and operating revenues

      $

      4,143



      $

      —



      $

      4,143



      $

      769



      $

      3,374




      Q4 2020 YTD*


      Revenues


      Currency


      Revenues

      Excluding

      Currency


      Substrate

      Sales

      Excluding

      Currency


      Value-add

      Revenues

      Excluding

      Currency

      Original equipment light vehicle revenues(3)

      $

      9,348



      $

      7



      $

      9,341



      $

      2,828



      $

      6,513


      Original equipment commercial truck, off-highway, industrial and other revenues (3)

      2,069



      (49)



      2,118



      448



      1,670


      Aftermarket & original equipment service revenues (3)

      3,962



      (47)



      4,009



      88



      3,921


      Net sales and operating revenues

      $

      15,379



      $

      (89)



      $

      15,468



      $

      3,364



      $

      12,104




      Q4 2019 YTD*


      Revenues


      Currency


      Revenues

      Excluding

      Currency


      Substrate

      Sales

      Excluding

      Currency


      Value-add

      Revenues

      Excluding

      Currency

      Original equipment light vehicle revenues

      $

      10,434



      $

      —



      $

      10,434



      $

      2,535



      $

      7,899


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

      2,370



      —



      2,370



      411



      1,959


      Aftermarket & original equipment service revenues

      4,646



      —



      4,646



      81



      4,565


      Net sales and operating revenues

      $

      17,450



      $

      —



      $

      17,450



      $

      3,027



      $

      14,423


      __________________________________

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


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


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


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

      ATTACHMENT 2

      TENNECO INC.

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

      UNAUDITED

      (dollars in millions except percents)



      Q4 2020


      Global Segments






      Clean Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      2,117



      $

      1,120



      $

      730



      $

      683



      $

      4,650



      $

      —



      $

      4,650


      Less: Substrate sales

      1,071



      —



      —



      —



      1,071



      —



      1,071


      Value-add revenues

      $

      1,046



      $

      1,120



      $

      730



      $

      683



      $

      3,579



      $

      —



      $

      3,579
















      EBITDA

      $

      175



      $

      151



      $

      109



      $

      29



      $

      464



      $

      (46)



      $

      418


      EBITDA as a % of revenue

      8.3

      %


      13.5

      %


      14.9

      %


      4.2

      %


      10.0

      %




      9.0

      %

      EBITDA as a % of value-add revenue

      16.7

      %


      13.5

      %


      14.9

      %


      4.2

      %


      13.0

      %




      11.7

      %















      Adjusted EBITDA

      $

      160



      $

      152



      $

      110



      $

      29



      $

      451



      $

      (41)



      $

      410


      Adjusted EBITDA as a % of revenue

      7.6

      %


      13.6

      %


      15.1

      %


      4.2

      %


      9.7

      %




      8.8

      %

      Adjusted EBITDA as a % of value-add revenue

      15.3

      %


      13.6

      %


      15.1

      %


      4.2

      %


      12.6

      %




      11.5

      %






























      Q4 2019


      Global Segments






      Clean Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      1,743



      $

      1,018



      $

      741



      $

      641



      $

      4,143



      $

      —



      $

      4,143


      Less: Substrate sales

      769



      —



      —



      —



      769



      —



      769


      Value-add revenues

      $

      974



      $

      1,018



      $

      741



      $

      641



      $

      3,374



      $

      —



      $

      3,374
















      EBITDA

      $

      130



      $

      60



      $

      (84)



      $

      7



      $

      113



      $

      (87)



      $

      26


      EBITDA as a % of revenue

      7.5

      %


      5.9

      %


      (11.3)

      %


      1.1

      %


      2.7

      %




      0.6

      %

      EBITDA as a % of value-add revenue

      13.3

      %


      5.9

      %


      (11.3)

      %


      1.1

      %


      3.3

      %




      0.8

      %















      Adjusted EBITDA

      $

      142



      $

      82



      $

      76



      $

      34



      $

      334



      $

      (47)



      $

      287


      Adjusted EBITDA as a % of revenue

      8.1

      %


      8.1

      %


      10.3

      %


      5.3

      %


      8.1

      %




      6.9

      %

      Adjusted EBITDA as a % of value-add revenue

      14.6

      %


      8.1

      %


      10.3

      %


      5.3

      %


      9.9

      %




      8.5

      %

      ________________________________________

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


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

      ATTACHMENT 2

      TENNECO INC.

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

      UNAUDITED

      (dollars in millions except percents)



      Q4 2020 YTD


      Global Segments






      Clean Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      6,721



      $

      3,726



      $

      2,725



      $

      2,207



      $

      15,379



      $

      —



      $

      15,379


      Less: Substrate sales

      3,355



      —



      —



      —



      3,355



      —



      3,355


      Value-add revenues

      $

      3,366



      $

      3,726



      $

      2,725



      $

      2,207



      $

      12,024



      $

      —



      $

      12,024
















      EBITDA

      $

      440



      $

      130



      $

      155



      $

      (595)



      $

      130



      $

      (215)



      $

      (85)


      EBITDA as a % of revenue

      6.5

      %


      3.5

      %


      5.7

      %


      (27.0)

      %


      0.8

      %




      (0.6)

      %

      EBITDA as a % of value-add revenue

      13.1

      %


      3.5

      %


      5.7

      %


      (27.0)

      %


      1.1

      %




      (0.7)

      %















      Adjusted EBITDA

      $

      451



      $

      345



      $

      385



      $

      36



      $

      1,217



      $

      (172)



      $

      1,045


      Adjusted EBITDA as a % of revenue

      6.7

      %


      9.3

      %


      14.1

      %


      1.6

      %


      7.9

      %




      6.8

      %

      Adjusted EBITDA as a % of value-add revenue

      13.4

      %


      9.3

      %


      14.1

      %


      1.6

      %


      10.1

      %




      8.7

      %






























      Q4 2019 YTD


      Global Segments






      Clean Air


      Powertrain


      Motorparts


      Ride

      Performance


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      7,121



      $

      4,408



      $

      3,167



      $

      2,754



      $

      17,450



      $

      —



      $

      17,450


      Less: Substrate sales

      3,027



      —



      —



      —



      3,027



      —



      3,027


      Value-add revenues

      $

      4,094



      $

      4,408



      $

      3,167



      $

      2,754



      $

      14,423



      $

      —



      $

      14,423
















      EBITDA

      $

      582



      $

      363



      $

      184



      $

      8



      $

      1,137



      $

      (343)



      $

      794


      EBITDA as a % of revenue

      8.2

      %


      8.2

      %


      5.8

      %


      0.3

      %


      6.5

      %




      4.6

      %

      EBITDA as a % of value-add revenue

      14.2

      %


      8.2

      %


      5.8

      %


      0.3

      %


      7.9

      %




      5.5

      %















      Adjusted EBITDA

      $

      607



      $

      425



      $

      413



      $

      157



      $

      1,602



      $

      (187)



      $

      1,415


      Adjusted EBITDA as a % of revenue

      8.5

      %


      9.6

      %


      13.0

      %


      5.7

      %


      9.2

      %




      8.1

      %

      Adjusted EBITDA as a % of value-add revenue

      14.8

      %


      9.6

      %


      13.0

      %


      5.7

      %


      11.1

      %




      9.8

      %

      _________________________________________

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


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

      ATTACHMENT 2

      TENNECO INC.

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

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

      Unaudited

      (dollars in millions)



      Q4 2020


      Revenues


      Substrate Sales


      Value-add Revenues

      Clean Air

      $

      313



      $

      125



      $

      188


      Powertrain

      224



      —



      224


      Ride Performance

      71



      —



      71


      Total Tenneco Inc.

      $

      608



      $

      125



      $

      483




      Q4 2019*


      Revenues


      Substrate Sales


      Value-add Revenues

      Clean Air

      $

      264



      $

      108



      $

      156


      Powertrain

      240



      —



      240


      Ride Performance

      72



      —



      72


      Total Tenneco Inc.

      $

      576



      $

      108



      $

      468




      Q4 2020 YTD*


      Revenues


      Substrate Sales


      Value-add Revenues

      Clean Air (3)

      $

      1,066



      $

      436



      $

      630


      Powertrain

      765



      —



      765


      Ride Performance (3)

      238



      —



      238


      Total Tenneco Inc. (3)

      $

      2,069



      $

      436



      $

      1,633




      Q4 2019 YTD*


      Revenues


      Substrate Sales


      Value-add Revenues

      Clean Air

      $

      1,114



      $

      411



      $

      703


      Powertrain

      916



      —



      916


      Ride Performance

      340



      —



      340


      Total Tenneco Inc.

      $

      2,370



      $

      411



      $

      1,959


      ________________________________

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


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


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


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

      SOURCE Tenneco Inc.

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