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      Tenneco Reports Third Quarter 2021 Results

      Solid performance in a challenging supply chain environment

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

      News provided by

      Tenneco Inc.

      Nov 05, 2021, 07:00 ET

      Share this article

      Share this article


      LAKE FOREST, Ill., Nov. 5, 2021 /PRNewswire/ -- Tenneco (NYSE: TEN) today announced results for the third quarter ended September 30, 2021, including the following:

      Continue Reading
      Tenneco Inc.
      Tenneco Inc.

      • Tenneco posted higher third quarter total revenue of $4.3 billion, up 2% versus prior year. Value-add revenue for the third quarter 2021 was $3.3 billion, 2% lower year-over-year excluding favorable currency impact of $53 million. Tenneco's revenue performance in the quarter strongly outpaced industry light vehicle production, which declined 20% versus last year, driven by our diversified end market mix.
      • The Company reported net earnings for the third quarter 2021 of $15 million, or $0.17 per diluted share, compared with a net loss in prior year of $499 million, or $(6.12) per diluted share.
      • Third quarter EBIT* was $125 million versus $236 million in the prior year, and EBIT as a percent of revenue decreased 260 basis points to 2.9% versus 5.5% in the prior year.
      • Adjusted EBITDA** was $279 million, versus $388 million a year ago. Adjusted EBITDA as a percent of value-add revenue was 8.5%, versus 11.8% last year. The year-over-year margin decline was attributable to temporary cost actions in 2020 that were not repeated this year and net material cost inflation due to timing of recoveries. Volume related inefficiencies caused by the continued semiconductor shortage were more than offset by Accelerate+ structural cost improvements.
      • Third quarter operating cash flow was a use of $48 million, primarily due to higher inventory levels resulting from volatile production schedules, and year to date free cash flow for debt service was roughly neutral. Higher LTM earnings resulted in a 1.1x improvement in the Company's net leverage ratio*** compared to December 31, 2020.

      "Our third quarter results demonstrate the scale and diversification in our regions and markets served and our ability to actively manage costs. Actions taken during the quarter helped mitigate the effects of the volatile light vehicle production environment driven by the semiconductor shortage along with inflationary pressures and other pandemic-related challenges," said Brian Kesseler, Tenneco's chief executive officer. "We appreciate the ongoing efforts of our global team members who remain focused on business-critical priorities during these extraordinary times."

      Outlook 
      For 2021, Tenneco has updated its full year guidance ranges.

      FY2021 Current Outlook


      FY2021 Prior  Outlook

      Revenue

      $17.75 – 17.85B


      Revenue

      $18.3 – 18.6B

      Value-Add Revenue

      $13.55 – 13.65B


      Value-Add Revenue

      $13.8 – 14.1B

      Adjusted EBITDA**

      $1.25 – 1.28B


      Adjusted EBITDA**

      $1.36 – 1.44B

      Net Debt (1)

      ~$4.3B


      Net Debt (1)

      <$4.2B

      (1) Total debt net of total cash balances

      "Building upon our Accelerate+ structural cost savings program, we are initiating additional cost reduction actions to better flex our capacity to align with the current market conditions, which we expect will carry into 2022," added Kesseler. "Tenneco's mid and long-term prospects remain strong as we continue our disciplined focus on cost reduction, cash generation and investment in our strategic growth drivers. We are well positioned to benefit from the eventual recovery of light vehicle production volumes."

      * 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.

      *** Net leverage ratio: Ratio of debt net of total cash balances to adjusted LTM EBITDA including noncontrolling interests.

      Earnings Conference Call Details
      The Company will host a webcast conference call on Friday, November 5, 2021 at 9:30 a.m. ET.  The purpose of the call is to discuss the Company's financial results for the third quarter 2021, 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/10161052/ee7271b14c

      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

      Attachment 1
      Statements of Income (Loss) – 3 months
      Statements of Income (Loss) – 9 months
      Balance Sheets
      Statements of Cash Flows – 3 Months
      Statements of Cash Flows – 9 Months

      Attachment 2
      Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 Months
      Reconciliation of GAAP to Non-GAAP Earnings Measures – 9 Months
      Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 and 9 Months
      Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 and 9 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 9 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, Performance Solutions, 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 and the impact of inflationary pressures on materials, labor and other costs of doing business; 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; disasters, local and global public health emergencies or other catastrophic events, where we or our customers do business, and any resultant disruptions; supply chain disruptions, including constraints on steel and semiconductors and resulting increases in costs, impacting our company, our customers or the automotive industry; 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 comply with the covenants contained in 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 (including the services of employees) 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; to the announced plans, in an effort to reduce greenhouse gas emissions, of governments and vehicle manufacturers 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, including increased costs associated with strikes or labor or other economic disruptions; 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, including a 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 a separation will underperform relative to our expectations; the ongoing transaction costs and risk that 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, 2020, and quarterly report on Form 10-Q for the quarter ended March 31, 2021, and June 30, 2021.

      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
      September 30,


      2021


      2020*

      Net sales and operating revenues:




      Motorparts

      $

      769



      $

      730


      Performance Solutions

      686



      679


      Clean Air - Value-add revenues

      897



      958


      Clean Air - Substrate sales

      1,039



      961


      Powertrain

      941



      928


                Total net sales and operating revenues

      4,332



      4,256


      Costs and expenses:




         Cost of sales (exclusive of depreciation and amortization)

      3,776



      3,610


         Selling, general, and administrative

      240



      214


         Depreciation and amortization

      147



      151


         Engineering, research, and development

      71



      67


         Restructuring charges, net and asset impairments

      (4)



      17


                Total costs and expenses

      4,230



      4,059


      Other income (expense):




      Non-service pension and postretirement benefit (costs) credits

      4



      18


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

      10



      9


      Other income (expense), net

      9



      12



      23



      39


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

      125



      236


      Interest expense

      (66)



      (68)


      Earnings (loss) before income taxes and noncontrolling interests

      59



      168


      Income tax (expense) benefit

      (34)



      (648)


      Net income (loss)

      25



      (480)


      Less: Net income (loss) attributable to noncontrolling interests

      10



      19


      Net income (loss) attributable to Tenneco Inc.

      $

      15



      $

      (499)






      Basic earnings (loss) per share:




      Earnings (loss) per share

      $

      0.17



      $

      (6.12)


      Weighted average shares outstanding

      82.3



      81.5


      Diluted earnings (loss) per share:




      Earnings (loss) per share

      $

      0.17



      $

      (6.12)


      Weighted average shares outstanding

      84.1



      81.5







      * Beginning in the first quarter of 2021, the Company made a change to its operating segments. This change consisted of moving a reporting unit within the Powertrain segment to the Ride Performance segment. In addition, with this change to its segments, Ride Performance was renamed Performance Solutions. As such, prior period operating segment results have been conformed to reflect the Company's current operating segments.         


      ATTACHMENT 1


      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

      Unaudited

      (millions, except per share amounts) 



      Nine Months Ended
      September 30,


      2021


      2020*

      Net sales and operating revenues:




      Motorparts

      $

      2,282



      $

      1,995


      Performance Solutions

      2,188



      1,726


      Clean Air - Value-add revenues

      2,876



      2,320


      Clean Air - Substrate sales

      3,208



      2,284


      Powertrain

      3,092



      2,404


                Total net sales and operating revenues

      13,646



      10,729


      Costs and expenses:




      Cost of sales (exclusive of depreciation and amortization)

      11,810



      9,447


      Selling, general, and administrative

      764



      658


      Depreciation and amortization

      447



      481


      Engineering, research, and development

      216



      199


      Restructuring charges, net and asset impairments

      48



      622


      Goodwill and intangible impairment charges

      —



      383


                Total costs and expenses

      13,285



      11,790


      Other income (expense):




      Non-service pension and postretirement benefit (costs) credits

      10



      20


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

      47



      26


      Gain (loss) on extinguishment of debt

      8



      —


      Other income (expense), net

      30



      31



      95



      77


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

      456



      (984)


      Interest expense

      (205)



      (209)


      Earnings (loss) before income taxes and noncontrolling interests

      251



      (1,193)


      Income tax (expense) benefit

      (122)



      (453)


      Net income (loss)

      129



      (1,646)


      Less: Net income (loss) attributable to noncontrolling interests

      59



      42


      Net income (loss) attributable to Tenneco Inc.

      $

      70



      $

      (1,688)






      Basic earnings (loss) per share:




      Earnings (loss) per share

      $

      0.85



      $

      (20.75)


      Weighted average shares outstanding

      82.2



      81.3


      Diluted earnings (loss) per share:




      Earnings (loss) per share

      $

      0.83



      $

      (20.75)


      Weighted average shares outstanding

      83.5



      81.3







      * Beginning in the first quarter of 2021, the Company made a change to its operating segments. This change consisted of moving a reporting unit within the Powertrain segment to the Ride Performance segment. In addition, with this change to its segments, Ride Performance was renamed Performance Solutions. As such, prior period operating segment results have been conformed to reflect the Company's current operating segments.         

      ATTACHMENT 1


      TENNECO INC.

      CONDENSED CONSOLIDATED BALANCE SHEETS

      Unaudited

      (dollars in millions)



      September 30, 2021


      December 31, 2020


      Assets





      Cash and cash equivalents

      $

      589



      $

      798



      Restricted cash

      6



      5



      Receivables, net

      2,585


      (a)

      2,528


      (a)

      Inventories

      1,893



      1,743



      Prepayments and other current assets

      744



      619



      Property, plant, and equipment, net

      2,885



      3,057



      Other noncurrent assets

      2,914



      3,102



      Total assets

      $

      11,616



      $

      11,852



      Liabilities and Shareholders' Equity





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

      $

      78



      $

      162



      Accounts payable

      2,877



      2,917



      Accrued compensation and employee benefits

      408



      365



      Accrued income taxes

      65



      54



      Accrued expenses and other current liabilities

      1,188



      1,188



      Long-term debt

      5,050


      (b)

      5,171


      (b)

      Deferred income taxes

      92



      89



      Pension and postretirement benefits

      1,028



      1,101



      Deferred credits and other liabilities

      496



      546



      Redeemable noncontrolling interests

      111



      78



      Total Tenneco Inc. shareholders' equity (deficit)

      (90)



      (119)



      Noncontrolling interests

      313



      300



      Total liabilities, redeemable noncontrolling interests, and equity

      $

      11,616



      $

      11,852





      September 30, 2021


      December 31, 2020


      (a) Accounts receivable net of:





      Accounts receivable outstanding and derecognized

      $

      981



      $

      956








      (b) Long-term debt composed of:





      Revolver Borrowings

      $

      —



      $

      —



      LIBOR plus 1.75% Term Loan A due 2019 through 2023(1)

      1,428



      1,520



      LIBOR plus 3.00% Term Loan B due 2019 through 2025

      1,607



      1,612



      $225 million of 5.375% Senior Notes due 2024

      223



      223



      $500 million of 5.000% Senior Notes due 2026

      495



      494



      €300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024(2)

      —



      370



      €350 million of 5.000% Euro Fixed Rate Notes due 2024(2)

      —



      445



      $500 million of 7.875% Senior Secured Notes due 2029

      490



      489



      $800 million of 5.125% Senior Secured Notes due 2029(3)

      787



      —



      Other debt, primarily foreign instruments

      25



      23




      5,055



      5,176



      Less: maturities classified as current

      5



      5



      Total long-term debt

      $

      5,050



      $

      5,171










      (1)

      The interest rate on Term Loan A at December 31, 2020 was LIBOR plus 2.50%.

      (2)

      The Company satisfied and discharged all of its 4.875% Euro Floating Rate Notes due 2024 and 5.000% Euro Fixed Rate Notes due 2024 on March 17, 2021.

      (3)

      On March 17, 2021, the Company issued $800 million aggregate principal amount of 5.125% senior secured notes due April 15, 2029.


      ATTACHMENT 1


      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      Unaudited

      (dollars in millions)


      Three Months Ended
      September 30,


      2021


      2020

      Operating Activities




      Net income (loss)

      $

      25



      $

      (480)


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




      Depreciation and amortization

      147



      151


      Deferred income taxes

      (4)



      544


      Stock-based compensation

      9



      4


      Restructuring charges and asset impairments, net of cash paid

      (20)



      (11)


      Change in pension and other postretirement benefit plans

      (11)



      (23)


      Equity in earnings of nonconsolidated affiliates

      (10)



      (9)


      Loss (gain) on sale of assets and other

      15



      2


      Changes in operating assets and liabilities:




      Receivables

      30



      (603)


      Inventories

      (1)



      11


      Payables and accrued expenses

      (238)



      782


      Accrued interest and accrued income taxes

      (10)



      40


      Other assets and liabilities

      20



      78


      Net cash (used) provided by operating activities

      (48)



      486


      Investing Activities




      Proceeds from sale of assets

      27



      3


      Net proceeds from sale of business

      —



      3


      Proceeds from sale of investment in nonconsolidated affiliates

      3



      —


      Cash payments for property, plant, and equipment

      (101)



      (96)


      Proceeds from deferred purchase price of factored receivables

      102



      85


      Other

      —



      2


      Net cash (used) provided by investing activities

      31



      (3)


      Financing Activities




      Proceeds from term loans and notes

      (2)



      47


      Repayments of term loans and notes

      (72)



      (63)


      Debt issuance costs of long-term debt

      (1)



      —


      Borrowings on revolving lines of credit

      1,896



      31


      Payments on revolving lines of credit

      (1,903)



      (1,111)


      Net increase (decrease) in bank overdrafts

      —



      (50)


      Distributions to noncontrolling interest partners

      (4)



      (16)


      Other

      (5)



      11


      Net cash (used) provided by financing activities

      (91)



      (1,151)


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

      (16)



      18


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

      (124)



      (650)


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

      719



      1,371


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

      $

      595



      $

      721


      Supplemental Cash Flow Information




      Cash paid during the period for interest

      $

      62



      $

      65


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

      $

      42



      $

      39


      Lease assets obtained in exchange for new operating lease liabilities

      $

      9



      $

      7


      Non-cash inventory charge due to aftermarket product line exit

      $

      —



      $

      (9)


      Non-cash Investing Activities




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

      $

      73



      $

      79


      Deferred purchase price of receivables factored in the period

      $

      102



      $

      102


      ATTACHMENT 1


      TENNECO INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      Unaudited

      (dollars in millions)



      Nine Months Ended
      September 30,


      2021


      2020

      Operating Activities




      Net income (loss)

      $

      129



      $

      (1,646)


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




      Goodwill and intangible impairment charges

      —



      383


      Depreciation and amortization

      447



      481


      Deferred income taxes

      8



      302


      Stock-based compensation

      18



      13


      Restructuring charges and asset impairments, net of cash paid

      (17)



      529


      Change in pension and other postretirement benefit plans

      (22)



      (49)


      Equity in earnings of nonconsolidated affiliates

      (47)



      (26)


      Cash dividends received from nonconsolidated affiliates

      58



      18


      Loss (gain) on sale of assets and other

      8



      1


      Changes in operating assets and liabilities:




      Receivables

      (451)



      (429)


      Inventories

      (194)



      303


      Payables and accrued expenses

      11



      242


      Accrued interest and accrued income taxes

      24



      23


      Other assets and liabilities

      3



      10


      Net cash (used) provided by operating activities

      (25)



      155


      Investing Activities




      Proceeds from sale of assets

      39



      8


      Net proceeds from sale of business

      1



      3


      Proceeds from sale of investment in nonconsolidated affiliates

      6



      —


      Cash payments for property, plant, and equipment

      (286)



      (308)


      Proceeds from deferred purchase price of factored receivables

      356



      176


      Other

      —



      3


      Net cash (used) provided by investing activities

      116



      (118)


      Financing Activities




      Proceeds from term loans and notes

      836



      143


      Repayments and extinguishment costs of term loans and notes

      (1,011)



      (196)


      Debt issuance costs of long-term debt

      (13)



      (16)


      Borrowings on revolving lines of credit

      4,772



      4,852


      Payments on revolving lines of credit

      (4,774)



      (4,647)


      Issuance (repurchase) of common shares

      (2)



      (1)


      Net increase (decrease) in bank overdrafts

      —



      9


      Distributions to noncontrolling interest partners

      (12)



      (18)


      Collections (payments) on securitization programs, net and other

      (76)



      10


      Net cash (used) provided by financing activities

      (280)



      136


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

      (19)



      (18)


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

      (208)



      155


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

      803



      566


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

      $

      595



      $

      721


      Supplemental Cash Flow Information




      Cash paid during the period for interest

      $

      162



      $

      188


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

      $

      104



      $

      114


      Lease assets obtained in exchange for new operating lease liabilities

      $

      35



      $

      61


      Non-cash inventory charge due to aftermarket product line exit

      $

      44



      $

      73


      Non-cash Investing Activities




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

      $

      73



      $

      79


      Deferred purchase price of receivables factored in the period

      $

      368



      $

      197


      Reduction in assets from redeemable noncontrolling interest transaction with owner

      $

      —



      $

      53


      ATTACHMENT 2


      TENNECO INC.

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

      Unaudited

      (millions, except per share amounts)



      Q3 2021


      Q3 2020


      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

      $

      15



      $

      0.17



      $

      10



      $

      (34)



      $

      125



      $

      272



      $

      (499)



      $

      (6.12)



      $

      19



      $

      (648)



      $

      236



      $

      387


      Adjustments:
























      Restructuring and related expenses (5)

      —



      —



      —



      —



      —



      —



      23



      0.28



      —



      (2)



      25



      24


      Anti-dumping duty charge (6)

      3



      0.03



      —



      —



      3



      3



      —



      —



      —



      —



      —



      —


      Asset impairments (7)

      1



      0.01



      —



      —



      1



      1



      3



      0.04



      —



      —



      3



      3


      Other costs (including strategic and transaction related) (8)

      2



      0.03



      —



      —



      2



      2



      4



      0.06



      —



      —



      4



      4


      Loss on sale of unconsolidated JV affiliate

      1



      0.01



      —



      —



      1



      1



      —



      —



      —



      —



      —



      —


      Inventory write-down (9)

      —



      —



      —



      —



      —



      —



      (9)



      (0.12)



      —



      —



      (9)



      (9)


      OPEB curtailment (10)

      —



      —



      —



      —



      —



      —



      (21)



      (0.26)



      —



      —



      (21)



      (21)


      Net tax adjustments (11)

      (7)



      (0.08)



      —



      (7)



      —



      —



      526



      6.45



      —



      526



      —



      —


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

      $

      15



      $

      0.17



      $

      10



      $

      (41)



      $

      132



      $

      279



      $

      27



      $

      0.33



      $

      19



      $

      (124)



      $

      238



      $

      388



      Q3 2021


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      15


      Net income (loss) attributable to noncontrolling interests













      10


      Net income (loss)













      25


      Income tax (expense) benefit













      (34)


      Interest expense













      (66)


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













      125


      Depreciation and amortization













      147


      Total EBITDA including noncontrolling interests (3)

      $

      111



      $

      42



      $

      138



      $

      71



      $

      362



      $

      (90)



      $

      272


      Restructuring and related expenses (5)

      —



      (5)



      (1)



      3



      (3)



      3



      —


      Anti-dumping duty charge (6)

      3



      —



      —



      —



      3



      —



      3


      Asset impairments (7)

      1



      —



      —



      —



      1



      —



      1


      Loss on sale of unconsolidated JV affiliate

      —



      1



      —



      —



      1



      —



      1


      Other costs (including strategic and transaction related) (8)

      —



      —



      —



      —



      —



      2



      2


      Adjusted EBITDA (4)

      $

      115



      $

      38



      $

      137



      $

      74



      $

      364



      $

      (85)



      $

      279




      Q3 2020*


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      (499)


      Net income (loss) attributable to noncontrolling interests













      19


      Net income (loss)













      (480)


      Income tax (expense) benefit













      (648)


      Interest expense













      (68)


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













      236


      Depreciation and amortization













      151


      Total EBITDA including noncontrolling interests (3)

      $

      138



      $

      46



      $

      149



      $

      88



      $

      421



      $

      (34)



      $

      387


      Restructuring and related expenses (5)

      (1)



      11



      1



      13



      24



      —



      24


      Asset impairments (7)

      3



      —



      —



      —



      3



      —



      3


      Other costs (including strategic and transaction related) (8)

      —



      (2)



      (1)



      —



      (3)



      7



      4


      Inventory write-down (9)

      (9)



      —



      —



      —



      (9)



      —



      (9)


      OPEB curtailment (10)

      —



      —



      —



      —



      —



      (21)



      (21)


      Adjusted EBITDA (4)

      $

      131



      $

      55



      $

      149



      $

      101



      $

      436



      $

      (48)



      $

      388







      * Beginning in the first quarter of 2021, the Company made a change to its operating segments. This change consisted of moving a reporting unit within the Powertrain segment to the Ride Performance segment. In addition, with this change to its segments, Ride Performance was renamed Performance Solutions. As such, prior period operating segment results have been conformed to reflect the Company's current operating segments.         


      (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) Q3 2020 includes $1 million of depreciation related to restructuring and related expenses.


      (6) Anti-dumping duty charges.


      (7) Asset impairment charges.


      (8) Amounts in Q3 2020 included costs related to acquisitions and expected separation.


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


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


      (11) Q3 2020 includes non-cash tax valuation allowance charge of $523 million.


       ATTACHMENT 2


      TENNECO INC.

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

      Unaudited

      (in millions, except per share amounts)



      Q3 2021 YTD


      Q3 2020 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

      $

      70



      $

      0.83



      $

      59



      $

      (122)



      $

      456



      $

      903



      $

      (1,688)



      $

      (20.75)



      $

      42



      $

      (453)



      $

      (984)



      $

      (503)


      Adjustments:
























      Restructuring and related expenses (5)

      57



      0.68



      —



      (5)



      62



      59



      136



      1.66



      —



      (35)



      171



      163


      Anti-dumping duty charge (6)

      3



      0.03



      —



      —



      3



      3



      —



      —



      —



      —



      —



      —


      Inventory write-down (7)

      44



      0.53



      —



      —



      44



      44



      54



      0.66



      —



      (19)



      73



      73


      Asset impairments (8)

      5



      0.05



      —



      1



      4



      4



      396



      4.87



      7



      (100)



      503



      503


      Other costs (including strategic and transaction related) (9)

      15



      0.18



      —



      —



      15



      15



      29



      0.37



      —



      (8)



      37



      37


      OPEB curtailment (10)

      —



      —



      —



      —



      —



      —



      (21)



      (0.26)



      —



      —



      (21)



      (21)


      Goodwill and intangible impairment charges (11)

      —



      —



      —



      —



      —



      —



      366



      4.51



      5



      (12)



      383



      383


      Loss on sale of unconsolidated JV affiliate

      2



      0.03



      —



      —



      2



      2



      —



      —



      —



      —



      —



      —


      Loss on sale of business

      —



      0.01



      —



      (1)



      1



      1



      —



      —



      —



      —



      —



      —


      Gain on debt extinguishment

      (8)



      (0.10)



      —



      —



      (8)



      (8)



      —



      —



      —



      —



      —



      —


      Noncontrolling interests adjustments (12)

      —



      —



      —



      —



      —



      —



      11



      0.14



      (11)



      —



      —



      —


      Net tax adjustments (13)

      (14)



      (0.16)



      —



      (14)



      —



      —



      543



      6.67



      —



      543



      —



      —


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

      $

      174



      $

      2.08



      $

      59



      $

      (141)



      $

      579



      $

      1,023



      $

      (174)



      $

      (2.13)



      $

      43



      $

      (84)



      $

      162



      $

      635



      Q3 2021 YTD


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      70


      Net income (loss) attributable to noncontrolling interests













      59


      Net income (loss)













      129


      Income tax (expense) benefit













      (122)


      Interest expense













      (205)


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













      456


      Depreciation and amortization













      447


      Total EBITDA including noncontrolling interests (3)

      $

      280



      $

      117



      $

      430



      $

      280



      $

      1,107



      $

      (204)



      $

      903


      Restructuring and related expenses (5)

      8



      8



      10



      22



      48



      11



      59


      Anti-dumping duty charge (6)

      3



      —



      —



      —



      3



      —



      3


      Inventory write-down (7)

      44



      —



      —



      —



      44



      —



      44


      Loss on sale of business

      1



      —



      —



      —



      1



      —



      1


      Asset impairments (8)

      2



      —



      —



      —



      2



      2



      4


      Loss on sale of unconsolidated JV affiliate

      —



      2



      —



      —



      2



      —



      2


      Other costs (including strategic and transaction related) (9)

      —



      —



      —



      —



      —



      15



      15


      Gain on debt extinguishment

      —



      —



      —



      —





      (8)



      (8)


      Adjusted EBITDA (4)

      $

      338



      $

      127



      $

      440



      $

      302



      $

      1,207



      $

      (184)



      $

      1,023




      Q3 2020 YTD*


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net income (loss) attributable to Tenneco Inc.













      $

      (1,688)


      Net income (loss) attributable to noncontrolling interests













      42


      Net income (loss)













      (1,646)


      Income tax (expense) benefit













      (453)


      Interest expense













      (209)


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













      (984)


      Depreciation and amortization













      481


      Total EBITDA including noncontrolling interests (3)

      $

      46



      $

      (691)



      $

      265



      $

      46



      $

      (334)



      $

      (169)



      $

      (503)


      Restructuring and related expenses (5)

      19



      65



      23



      50



      157



      6



      163


      Inventory write-down (7)

      73



      —



      —



      —



      73



      —



      73


      Asset impairments (8)

      27



      455



      —



      4



      486



      17



      503


      Other costs (including strategic and transaction related) (9)

      —



      (2)



      3



      —



      1



      36



      37


      OPEB curtailment (10)

      —



      —



      —



      —



      —



      (21)



      (21)


      Goodwill and intangible impairment charges (11)

      110



      232



      —



      41



      383



      —



      383


      Adjusted EBITDA (4)

      $

      275



      $

      59



      $

      291



      $

      141



      $

      766



      $

      (131)



      $

      635







      * Beginning in the first quarter of 2021, the Company made a change to its operating segments. This change consisted of moving a reporting unit within the Powertrain segment to the Ride Performance segment. In addition, with this change to its segments, Ride Performance was renamed Performance Solutions. As such, prior period operating segment results have been conformed to reflect the Company's current operating segments.         


      (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) Q3 YTD 2021 and Q3 YTD 2020 includes $3 million and  $7 million of accelerated depreciation related to plant closures, respectively. Q3 YTD 2020 also includes $1 million depreciation related to restructuring and related expenses.


      (6) Anti-dumping duty charges.


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


      (8) Asset impairment charges.


      (9) Amounts in Q3 YTD 2020 included costs related to acquisitions and expected separation.


      (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) Amount in Q3 YTD 2020 relates to adjustments made to mark certain redeemable noncontrolling interests to their redemption values.                                                                


      (13) Q3 YTD 2020 includes non-cash tax valuation allowance charge of $523 million.                                                                                         

      ATTACHMENT 2


      TENNECO INC.

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

      Unaudited

      (in millions, except percents)



      Q3 2021


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      769



      $

      686



      $

      1,936



      $

      941



      $

      4,332



      $

      —



      $

      4,332


      Less: Substrate sales

      —



      —



      1,039



      —



      1,039



      —



      1,039


      Value-add revenues

      $

      769



      $

      686



      $

      897



      $

      941



      $

      3,293



      $

      —



      $

      3,293
















      EBITDA

      $

      111



      $

      42



      $

      138



      $

      71



      $

      362



      $

      (90)



      $

      272


      EBITDA as a % of revenue

      14.4%



      6.1%



      7.1%



      7.5%



      8.4%





      6.3%


      EBITDA as a % of value-add revenue

      14.4%



      6.1%



      15.4%



      7.5%



      11.0%





      8.3%
















      Adjusted EBITDA

      $

      115



      $

      38



      $

      137



      $

      74



      $

      364



      $

      (85)



      $

      279


      Adjusted EBITDA as a % of revenue

      15.0%



      5.5%



      7.1%



      7.9%



      8.4%





      6.4%


      Adjusted EBITDA as a % of value-add revenue

      15.0%



      5.5%



      15.3%



      7.9%



      11.1%





      8.5%




      Q3 2020


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      730



      $

      679



      $

      1,919



      $

      928



      $

      4,256



      $

      —



      $

      4,256


      Less: Substrate sales

      —



      —



      961



      —



      961



      —



      961


      Value-add revenues

      $

      730



      $

      679



      $

      958



      $

      928



      $

      3,295



      $

      —



      $

      3,295
















      EBITDA

      $

      138



      $

      46



      $

      149



      $

      88



      $

      421



      $

      (34)



      $

      387


      EBITDA as a % of revenue

      18.9%



      6.8%



      7.8%



      9.5%



      9.9%





      9.1%


      EBITDA as a % of value-add revenue

      18.9%



      6.8%



      15.6%



      9.5%



      12.8%





      11.7%
















      Adjusted EBITDA

      $

      131



      $

      55



      $

      149



      $

      101



      $

      436



      $

      (48)



      $

      388


      Adjusted EBITDA as a % of revenue

      17.9%



      8.1%



      7.8%



      10.9%



      10.2%





      9.1%


      Adjusted EBITDA as a % of value-add revenue

      17.9%



      8.1%



      15.6%



      10.9%



      13.2%





      11.8%




      Q3 2021 YTD


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      2,282



      $

      2,188



      $

      6,084



      $

      3,092



      $

      13,646



      $

      —



      $

      13,646


      Less: Substrate sales

      —



      —



      3,208



      —



      3,208



      —



      3,208


      Value-add revenues

      $

      2,282



      $

      2,188



      $

      2,876



      $

      3,092



      $

      10,438



      $

      —



      $

      10,438
















      EBITDA

      $

      280



      $

      117



      $

      430



      $

      280



      $

      1,107



      $

      (204)



      $

      903


      EBITDA as a % of revenue

      12.3%



      5.3%



      7.1%



      9.1%



      8.1%





      6.6%


      EBITDA as a % of value-add revenue

      12.3%



      5.3%



      15.0%



      9.1%



      10.6%





      8.7%
















      Adjusted EBITDA

      $

      338



      $

      127



      $

      440



      $

      302



      $

      1,207



      $

      (184)



      $

      1,023


      Adjusted EBITDA as a % of revenue

      14.8%



      5.8%



      7.2%



      9.8%



      8.8%





      7.5%


      Adjusted EBITDA as a % of value-add revenue

      14.8%



      5.8%



      15.3%



      9.8%



      11.6%





      9.8%































      Q3 2020 YTD


      Global Segments






      Motorparts


      Performance
      Solutions


      Clean Air


      Powertrain


      Total


      Corporate


      Total

      Net sales and operating revenues

      $

      1,995



      $

      1,726



      $

      4,604



      $

      2,404



      $

      10,729



      $

      —



      $

      10,729


      Less: Substrate sales

      —



      —



      2,284



      —



      2,284



      —



      2,284


      Value-add revenues

      $

      1,995



      $

      1,726



      $

      2,320



      $

      2,404



      $

      8,445



      $

      —



      $

      8,445
















      EBITDA

      $

      46



      $

      (691)



      $

      265



      $

      46



      $

      (334)



      $

      (169)



      $

      (503)


      EBITDA as a % of revenue

      2.3%



      (40.0)%



      5.8%



      1.9%



      (3.1)%





      (4.7)%


      EBITDA as a % of value-add revenue

      2.3%



      (40.0)%



      11.4%



      1.9%



      (4.0)%





      (6.0)%
















      Adjusted EBITDA

      $

      275



      $

      59



      $

      291



      $

      141



      $

      766



      $

      (131)



      $

      635


      Adjusted EBITDA as a % of revenue

      13.8%



      3.4%



      6.3%



      5.9%



      7.1%





      5.9%


      Adjusted EBITDA as a % of value-add revenue

      13.8%



      3.4%



      12.5%



      5.9%



      9.1%





      7.5%







      (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) TO NON-GAAP REVENUE MEASURES(2)

      Unaudited

      (in millions, except percents)



      Q3 2020 Value-
      add Revenues


      Currency


      Volume, Mix
      and Other


      Q3 2021 Value-
      add Revenues


      % Change
      increase
      (decrease)
      excluding
      currency

      Motorparts

      $

      730



      $

      8



      $

      31



      $

      769



      4.2

      %

      Performance Solutions

      679



      14



      (7)



      686



      (1.0)

      %

      Clean Air

      958



      16



      (77)



      897



      (8.0)

      %

      Powertrain

      928



      15



      (2)



      941



      (0.2)

      %

      Total Tenneco Inc.

      $

      3,295



      $

      53



      $

      (55)



      $

      3,293



      (1.7)

      %



      Q3 2020 YTD
      Value-add
      Revenues


      Currency


      Volume, Mix
      and Other


      Q3 2021 YTD
      Value-add
      Revenues


      % Change
      increase
      (decrease)
      excluding
      currency

      Motorparts

      $

      1,995



      $

      36



      $

      251



      $

      2,282



      12.6

      %

      Performance Solutions

      1,726



      73



      389



      2,188



      22.5

      %

      Clean Air

      2,320



      74



      482



      2,876



      20.8

      %

      Powertrain

      2,404



      91



      597



      3,092



      24.8

      %

      Total Tenneco Inc.

      $

      8,445



      $

      274



      $

      1,719



      $

      10,438



      20.4

      %






      (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 NON-GAAP MEASURES

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

      Unaudited

      (in millions, except ratios)



      September 30,
      2021


      September 30,
      2020

      Total debt

      $

      5,128



      $

      5,772


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

      595



      721


      Debt net of total cash balances (1)

      $

      4,533



      $

      5,051


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

      $

      1,433



      $

      922


      Net leverage ratio (4)

      3.2x



      5.5x





      Q4 2020


      Q1 2021


      Q2 2021


      Q3 2021


      Q3 2021 LTM

      Net income (loss) attributable to Tenneco Inc.

      $

      167



      $

      65



      $

      (10)



      $

      15



      $

      237


      Net income (loss) attributable to noncontrolling interests

      19



      22



      27



      10



      78


      Net income (loss)

      186



      87



      17



      25



      315


      Income tax (expense) benefit

      (6)



      (47)



      (41)



      (34)



      (128)


      Interest expense

      (68)



      (70)



      (69)



      (66)



      (273)


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

      260



      204



      127



      125



      716


      Depreciation and amortization

      158



      155



      145



      147



      605


      Total EBITDA including noncontrolling interests (2)

      $

      418



      $

      359



      $

      272



      $

      272



      $

      1,321












      Adjustments:










      Restructuring and related expenses

      6



      28



      31



      —



      65


      Anti-dumping duty charge (5)

      —



      —



      —



      3



      3


      Inventory write-down (6)

      —



      —



      44



      —



      44


      Other costs (including strategic and transaction related) (7)

      1



      8



      5



      2



      16


      Asset impairments (8)

      —



      —



      3



      1



      4


      Loss on sale of unconsolidated JV affiliate

      —



      —



      1



      1



      2


      Antitrust reserve change in estimate (9)

      (11)



      —



      —



      —



      (11)


      (Gain)/Loss on sale of assets or business

      (2)



      1



      —



      —



      (1)


      Gain on extinguishment of debt

      (2)



      (8)



      —



      —



      (10)


      Total Adjusted EBITDA including noncontrolling interests (3)

      $

      410



      $

      388



      $

      356



      $

      279



      $

      1,433





      Q4 2019


      Q1 2020


      Q2 2020


      Q3 2020


      Q3 2020 LTM

      Net income (loss) attributable to Tenneco Inc.

      $

      (313)



      $

      (839)



      $

      (350)



      $

      (499)



      $

      (2,001)


      Net income (loss) attributable to noncontrolling interests

      75



      13



      10



      19



      117


      Net income (loss)

      (238)



      (826)



      (340)



      (480)



      (1,884)


      Income tax (expense) benefit

      (14)



      94



      101



      (648)



      (467)


      Interest expense

      (80)



      (75)



      (66)



      (68)



      (289)


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

      (144)



      (845)



      (375)



      236



      (1,128)


      Depreciation and amortization

      170



      171



      159



      151



      651


      Total EBITDA including noncontrolling interests (2)

      $

      26



      $

      (674)



      $

      (216)



      $

      387



      $

      (477)












      Adjustments:










      Restructuring and related expenses

      36



      34



      105



      24



      199


      Inventory write-down (6)

      —



      —



      82



      (9)



      73


      Other costs (including strategic and transaction related) (7)

      30



      25



      8



      4



      67


      Asset impairments (8)

      —



      471



      29



      3



      503


      OPEB curtailment (10)

      —



      —



      —



      (21)



      (21)


      Goodwill and intangible impairment charges (11)

      172



      383



      —



      —



      555


      Cost reduction initiatives (12)

      (1)



      —



      —



      —



      (1)


      Costs to achieve synergies (13)

      8



      —



      —



      —



      8


      Purchase accounting charges (14)

      2



      —



      —



      —



      2


      Process harmonization (15)

      16



      —



      —



      —



      16


      Pension charges/adjustments (16)

      (2)



      —



      —



      —



      (2)


      Total Adjusted EBITDA including noncontrolling interests (3)

      $

      287



      $

      239



      $

      8



      $

      388



      $

      922







      (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 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) Net leverage ratio represents ratio of debt net of total cash balances to adjusted LTM EBITDA including noncontrolling interests. Tenneco presents the above reconciliation of the net leverage ratio 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. See the company's fourth quarter earnings release dated February 24, 2021 for the calculation of net leverage ratio as of December 31, 2020. 


      (5) Anti-dumping duty charge.


      (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) Amounts in prior periods included costs related to the acquisitions and expected separation.


      (8) Asset impairment charges.


      (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) Charges related to pension derisking and other adjustments.

      ATTACHMENT 2


      TENNECO INC.

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

      Unaudited

      (in millions)



      Q3 2021


      Original equipment light
      vehicle revenues


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


      Aftermarket & original
      equipment service
      revenues


      Total

      Net sales and operating revenues

      $

      2,439



      $

      757



      $

      1,136



      $

      4,332


      Less: Substrate sales

      837



      160



      42



      1,039


      Value-add revenues

      $

      1,602



      $

      597



      $

      1,094



      $

      3,293











      Q3 2020


      Original equipment light
      vehicle revenues


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


      Aftermarket & original
      equipment service
      revenues


      Total

      Net sales and operating revenues

      $

      2,691



      $

      522



      $

      1,043



      $

      4,256


      Less: Substrate sales

      835



      101



      25



      961


      Value-add revenues

      $

      1,856



      $

      421



      $

      1,018



      $

      3,295







      Q3 2021 YTD


      Original equipment light
      vehicle revenues


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


      Aftermarket & original
      equipment service
      revenues


      Total

      Net sales and operating revenues

      $

      7,945



      $

      2,319



      $

      3,382



      $

      13,646


      Less: Substrate sales

      2,614



      471



      123



      3,208


      Value-add revenues

      $

      5,331



      $

      1,848



      $

      3,259



      $

      10,438







      Q3 2020 YTD


      Original equipment light
      vehicle revenues


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


      Aftermarket & original
      equipment service
      revenues


      Total

      Net sales and operating revenues

      $

      6,384



      $

      1,461



      $

      2,884



      $

      10,729


      Less: Substrate sales

      1,909



      311



      64



      2,284


      Value-add revenues

      $

      4,475



      $

      1,150



      $

      2,820



      $

      8,445





      Q3 2020
      Value-add
      Revenues


      Currency


      Volume,
      Mix and
      Other


      Q3 2021
      Value-add
      Revenues


      % Change
      increase
      (decrease)
      excluding
      currency

      Original equipment light vehicle revenues

      $

      1,856



      $

      42



      $

      (296)



      $

      1,602



      (15.9)

      %

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

      421



      16



      160



      597



      38.0

      %

      Aftermarket & original equipment service revenues

      1,018



      (5)



      81



      1,094



      8.0

      %

      Total Tenneco Inc.

      $

      3,295



      $

      53



      $

      (55)



      $

      3,293



      (1.7)

      %






















      Q3 2020
      YTD Value-
      add
      Revenues


      Currency


      Volume,
      Mix and
      Other


      Q3 2021
      YTD Value-
      add
      Revenues


      % Change
      increase
      (decrease)
      excluding
      currency

      Original equipment light vehicle revenues

      $

      4,475



      $

      167



      $

      689



      $

      5,331



      15.4

      %

      Original equipment commercial truck, off-highway,

       industrial and other revenues

      1,150



      99



      599



      1,848



      52.1

      %

      Aftermarket & original equipment service revenues

      2,820



      8



      431



      3,259



      15.3

      %

      Total Tenneco Inc.

      $

      8,445



      $

      274



      $

      1,719



      $

      10,438



      20.4

      %






      (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.

      SOURCE Tenneco Inc.

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