Exhibit 99.1

Tenneco Reports Second Quarter 2020 Results

LAKE FOREST, Ill., Aug. 6, 2020 /PRNewswire/ -- Tenneco (NYSE: TEN) reported second quarter 2020 revenue of $2.6 billion, versus $4.5 billion

a year ago. Excluding unfavorable currency of $108 million, total revenue decreased 39% versus last year, with the decline in revenue from lower light vehicle industry production, down 45%* versus last year, and other impacts from COVID-19. Value-add revenue for the second quarter 2020 was $2.0 billion.

"The business impact from the pandemic in the quarter was severe for both the industry and Tenneco. The response from the Tenneco team around the world is a testament to their dedication and resilience," said Brian Kesseler, Tenneco's chief executive officer. "Our production facilities safely returned to operations throughout the quarter following local and federal health guidelines. Our thoughts remain with our team members, families and communities who have been impacted by COVID-19, and we continually work to keep them healthy, both on the job and outside the workplace."

The Company reported a net loss for second quarter 2020 of $350 million, or $(4.30) per diluted share. Including a $113 million non-cash charge primarily related to a realignment project in its North America Aftermarket distribution network, the Company reported a second quarter 2020 EBIT (earnings before interest, taxes and noncontrolling interests) loss of $375 million.

On an adjusted basis, second quarter 2020 EBITDA was $8 million with an EBIT loss of $149 million. Adjusted net loss was $175 million, or ($2.15) per diluted share.

Company liquidity remained solid, with cash balances of $1.37 billion as of June 30, 2020. Based on available industry forecasts and Company estimates, the Company believes it has adequate liquidity to weather the current downturn and expected higher demand and production levels over the next several quarters.

"The Tenneco team's swift and effective actions to reduce costs and preserve liquidity enabled the Company to respond well in a very challenging environment," Kesseler continued. "Our global footprint and the diverse end markets we serve allowed us to offset a portion of the light vehicle production demand decline in the quarter. Earnings and cash performance were driven by effectively flexing our cost structure and working capital with both structural and temporary actions."

Outlook
Due to the continued uncertainty of the pandemic's effect on the global markets, the Company is not providing financial guidance for the full year. Tenneco does expect third quarter 2020 revenue to improve substantially compared to the second quarter 2020, but lower than third quarter 2019 results. The Company also expects the benefit of incremental structural cost savings and continued capital management will drive sequential improvement in cash from operations through the second half of 2020.

"Our continuing focus on structural cost reductions and accelerating cash generation will build momentum through the remainder of this year and into 2021," added Kesseler. "The priority we have placed on debt reduction and targeted growth investments will create a stronger Tenneco and deliver improved shareholder value."

*Source: IHS Automotive July 2020 global light vehicle production forecast.

Attachment 1
Statements of Income (Loss) – 3 months
Statements of Income (Loss) – 6 months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 6 Months

Attachment 2
Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 6 Months
Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted LTM and pro forma adjusted LTM EBITDA including noncontrolling interests
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment, Original Equipment Service and Aftermarket Revenue – 3 and 6 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues – 3 and 6 Months

Conference Call
The company will host a webcast conference call on Thursday, August 6, 2020 at 9:30 a.m. ET. The purpose of the call is to discuss the company's financial results for the second quarter and full year 2020, as well as to provide other information regarding matters that may impact the company's outlook. For a "listen only" broadcast and access to the presentation materials, go to the company's website www.investors.tenneco.com. To participate by telephone, please dial: 1-833-366-1121 (domestic) or 1-412-902-6733 (international), using the passcode "Tenneco Inc." A call playback will be available for one week, starting approximately one hour after the conclusion of the call. To connect, please dial 1-877-344-7529 (domestic), 1-412-317-0088 (international), 855-669-9658 (Canada), using the replay access code 10138628.

About Tenneco
Tenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with 2019 revenues of $17.45 billion and approximately 78,000 team members working at more than 300 sites worldwide. Our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, deliver 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 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," "plan," "expect," "anticipate," "estimate," "opportunities," 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 effect 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 to respond 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 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 significant 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; the evolution towards autonomous vehicles and car and ride sharing; customer acceptance of new products; our ability to successfully integrate, and benefit from, any acquisitions that we complete; 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); 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; the risk that the combined company and each separate company following a separation will underperform relative to our expectations; the ongoing transaction costs and risk we may incur greater costs following a separation of the business; the risk a spin-off is determined to be a taxable transaction; the risk the benefits of a separation may not be fully realized or may take longer to realize than expected; the risk a separation may not advance our business strategy; and the risk a transaction may have an adverse effect on existing arrangements with us, including those related to transition, manufacturing and supply services and tax matters.

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 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 report on Form 10-Q for the quarter ended March 31, 2020.

Investor inquiries:
Linae Golla
847-482-5162
lgolla@tenneco.com

Rich Kwas
248-849-1340
rich.kwas@tenneco.com

Media inquiries:
Bill Dawson
847-482-5807
bdawson@tenneco.com

ATTACHMENT 1


TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Unaudited

(dollars in millions, except share and per share amounts)



Three Months
Ended June 30,


2020


2019

Net sales and operating revenues:




Clean Air - Value-add revenues

$

517



$

1,050


Clean Air - Substrate sales

623



777


Powertrain

602



1,133


Motorparts

559



835


Ride Performance

336



709


          Total net sales and operating revenues

2,637



4,504


Costs and expenses:




   Cost of sales (exclusive of depreciation and amortization)

2,498



3,801


   Selling, general, and administrative

195



292


   Depreciation and amortization

159



169


   Engineering, research, and development

55



78


Restructuring charges, net and asset impairments

121



49


          Total costs and expenses

3,028



4,389


Other income (expense):




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

1



(4)


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

4



17


Other income (expense), net

11



13



16



26


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

(375)



141


   Interest expense

(66)



(82)


Earnings (loss) before income taxes and noncontrolling interests

(441)



59


Income tax (expense) benefit

101



(14)


Net income (loss)

(340)



45


Less: Net income (loss) attributable to noncontrolling interests

10



19


Net income (loss) attributable to Tenneco Inc.

$

(350)



$

26






Basic earnings (loss) per share:




Earnings (loss) per share

$

(4.30)



$

0.32


Weighted average shares outstanding

81.4



80.9


Diluted earnings (loss) per share:




Earnings (loss) per share

$

(4.30)



$

0.32


Weighted average shares outstanding

81.4



80.9


ATTACHMENT 1


TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Unaudited

(dollars in millions, except share and per share amounts)



Six Months Ended
June 30,


2020


2019

Net sales and operating revenues:




Clean Air - Value-add revenues

$

1,362



$

2,123


Clean Air - Substrate sales

1,323



1,483


Powertrain

1,599



2,308


Motorparts

1,265



1,632


Ride Performance

924



1,442


          Total net sales and operating revenues

6,473



8,988


Costs and expenses:




   Cost of sales (exclusive of depreciation and amortization)

5,837



7,671


   Selling, general, and administrative

444



610


   Depreciation and amortization

330



338


   Engineering, research, and development

132



170


Restructuring charges, net and asset impairments

605



65


   Goodwill and intangible impairment charge

383



60


          Total costs and expenses

7,731



8,914


Other income (expense):




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

2



(6)


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

17



33


Other income (expense), net

19



16



38



43


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

(1,220)



117


   Interest expense

(141)



(163)


Earnings (loss) before income taxes and noncontrolling interests

(1,361)



(46)


Income tax (expense) benefit

195



(14)


Net income (loss)

(1,166)



(60)


Less: Net income (loss) attributable to noncontrolling interests

23



31


Net income (loss) attributable to Tenneco Inc.

$

(1,189)



$

(91)






Basic earnings (loss) per share:




Earnings (loss) per share

$

(14.64)



$

(1.13)


Weighted average shares outstanding

81.3



80.9


Diluted earnings (loss) per share:




Earnings (loss) per share

$

(14.64)



$

(1.13)


Weighted average shares outstanding

81.3



80.9


ATTACHMENT 1


TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(dollars in millions)







June 30, 2020


December 31, 2019


Assets





Cash and cash equivalents

$

1,362


$

564


Restricted cash

9


2


Receivables, net

2,185

(a)

2,538

(a)

Inventories

1,656


1,999


Prepayments and other current assets

632


632


Other noncurrent assets

3,612


3,864


Property, plant, and equipment, net

2,939


3,627


Total assets

$

12,395


$

13,226


Liabilities and Shareholders' Equity





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

$

222


$

185


Accounts payable

1,992


2,647


Accrued compensation and employee benefits

331


325


Accrued income taxes

48


72


Accrued expenses and other current liabilities

1,043


1,070


Long-term debt

6,629

(b)

5,371

(b)

Deferred income taxes

88


106


Pension and postretirement benefits

1,112


1,145


Deferred credits and other liabilities

502


490


Redeemable noncontrolling interests

79


196


Tenneco Inc. shareholders' equity

74


1,425


Noncontrolling interests

275


194


Total liabilities, redeemable noncontrolling interests, and equity

$

12,395


$

13,226








June 30, 2020


December 31, 2019


(a) Accounts receivable net of:





Accounts receivable outstanding and derecognized

$

873


$

1,037







(b) Long-term debt composed of:





Revolver Borrowings

$

1,500


$

183


LIBOR plus 1.75% Term Loan A due 2019 through 2023

1,561


1,608


LIBOR plus 3.00% Term Loan B due 2019 through 2025

1,614


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 4.875% Euro Fixed Rate Notes due 2022

477


479


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

340


340


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

412


413


Other Debt, primarily foreign instruments

12


13



6,633


5,375


Less: maturities classified as current

4


4


Total long-term debt

$

6,629


$

5,371


ATTACHMENT 1


TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(dollars in millions)



Three Months
Ended June 30,


2020


2019

Operating Activities




Net income (loss)

$

(340)



$

45


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




Depreciation and amortization

159



169


Deferred income taxes

(76)



(6)


Stock-based compensation

7



6


Restructuring charges and asset impairments, net of cash paid

86



28


Change in pension and other postretirement benefit plans

(7)



(15)


Equity in earnings of nonconsolidated affiliates

(4)



(17)


Cash dividends received from nonconsolidated affiliates

5



12


Loss (gain) on sale of assets

(1)



(1)


Changes in operating assets and liabilities:




Receivables

35



(89)


Inventories

365



90


Payables and accrued expenses

(404)



(109)


Accrued interest and accrued income taxes

(46)



(28)


Other assets and liabilities

42



(35)


Net cash (used) provided by operating activities

(179)



50


Investing Activities




Proceeds from sale of assets

3



4


Cash payments for property, plant, and equipment

(75)



(169)


Proceeds from deferred purchase price of factored receivables

35



87


Other

(1)



(3)


Net cash (used) provided by investing activities

(38)



(81)


Financing Activities




Proceeds from term loans and notes

29



83


Repayments of term loans and notes

(49)



(126)


Debt issuance costs of long-term debt

(8)




Borrowings on revolving lines of credit

1,660



2,406


Payments on revolving lines of credit

(877)



(2,273)


Net increase (decrease) in bank overdrafts

61



(7)


Other

(12)



2


Distributions to noncontrolling interest partners



(19)


Net cash (used) provided by financing activities

804



66


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

14



(8)


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

601



27


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

770



363


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

$

1,371



$

390


Supplemental Cash Flow Information




Cash paid during the period for interest

$

56



$

71


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

$

34



$

57


Lease assets obtained in exchange for new operating lease liabilities

$

3



$

33


Non-cash inventory charge due to aftermarket product line exit

$

82



$


Non-cash Investing Activities




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

$

86



$

116


Deferred purchase price of receivables factored in the period

$

35



$

52


ATTACHMENT 1


TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(dollars in millions)



Six Months Ended
June 30,

Operating Activities

2020


2019

Net income (loss)

$

(1,166)



$

(60)


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




Goodwill and intangible impairment charges

383



60


Depreciation and amortization

330



338


Deferred income taxes

(242)



(14)


Stock-based compensation

9



13


Restructuring charges and asset impairments, net of cash paid

540



14


Change in pension and other postretirement benefit plans

(26)



(32)


Equity in earnings of nonconsolidated affiliates

(17)



(33)


Cash dividends received from nonconsolidated affiliates

18



27


Loss (gain) on sale of assets

(1)



(1)


Changes in operating assets and liabilities:




Receivables

174



(401)


Inventories

292



101


Payables and accrued expenses

(540)



48


Accrued interest and accrued income taxes

(17)



(66)


Other assets and liabilities

(68)



(94)


Net cash (used) provided by operating activities

(331)



(100)


Investing Activities




Acquisitions, net of cash acquired



(158)


Proceeds from sale of assets

5



5


Net proceeds from sale of business



22


Cash payments for property, plant, and equipment

(212)



(379)


Proceeds from deferred purchase price of factored receivables

91



147


Other

1



(1)


Net cash (used) provided by investing activities

(115)



(364)


Financing Activities




Proceeds from term loans and notes

96



111


Repayments of term loans and notes

(133)



(190)


Debt issuance costs of long-term debt

(16)




Borrowings on revolving lines of credit

4,821



4,525


Payments on revolving lines of credit

(3,536)



(4,254)


Issuance (repurchase) of common shares

(1)



(2)


Cash dividends



(20)


Net increase (decrease) in bank overdrafts

59



(8)


Other

(1)



(1)


Distributions to noncontrolling interest partners

(2)



(20)


Net cash (used) provided by financing activities

1,287



141


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

(36)



11


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

805



(312)


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

566



702


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

$

1,371



$

390


Supplemental Cash Flow Information




Cash paid during the period for interest

$

123



$

145


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

$

75



$

100


Lease assets obtained in exchange for new operating lease liabilities

$

54



$

33


Non-cash inventory charge due to aftermarket product line exit

$

82



$


Non-cash Investing Activities




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

$

86



$

116


Deferred purchase price of receivables factored in the period

$

95



$

52


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

(dollars in millions, except per share amounts)



Q2 2020


Q2 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

$

(350)



$

(4.30)



$

10



$

101



$

(375)



$

(216)



$

26



$

0.32



$

19



$

(14)



$

141



$

310


Adjustments:
























Restructuring and related expenses (5)

82



1.00





(25)



107



105



44



0.54



2



(14)



60



57


Inventory write-down (6)

63



0.78





(19)



82



82














Asset impairments (7)

22



0.27





(7)



29



29














Acquisition and expected separation costs (8)

6



0.08





(2)



8



8



19



0.23





(8)



27



27


Cost reduction initiatives (9)













1



0.02





(1)



2



2


Costs to achieve synergies (10)













5



0.06





(2)



7



7


Purchase accounting charges (11)













1



0.02





(2)



3



3


Process harmonization (12)



















(1)



1



1


Warranty charge (13)













5



0.06





(2)



7



7


Net tax adjustments

2



0.02





2







(4)



(0.05)





(4)






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

$

(175)



$

(2.15)



$

10



$

50



$

(149)



$

8



$

97



$

1.20



$

21



$

(48)



$

248



$

414




Q2 2020


Global Segments






Clean Air


Powertrain


Motorparts


Ride Performance


Total


Corporate


Total

Net income (loss) attributable to Tenneco Inc.













$

(350)


Net income (loss) attributable to noncontrolling interests













10


Net income (loss)













(340)


Income tax (expense) benefit













101


Interest expense













(66)


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













(375)


Depreciation and amortization













159


Total EBITDA including noncontrolling interests (3)

$

17



$

(62)



$

(52)



$

(70)



$

(167)



$

(49)



$

(216)


Restructuring and related expenses(5)

21



37



17



29



104



1



105


Inventory write-down(6)





82





82





82


Asset impairments (7)



4



24





28



1



29


Acquisition and expected separation costs (8)











8



8


Adjusted EBITDA (4)

$

38



$

(21)



$

71



$

(41)



$

47



$

(39)



$

8



Q2 2019


Global Segments






Clean Air


Powertrain


Motorparts


Ride Performance


Total


Corporate


Total

Net income (loss) attributable to Tenneco Inc.













$

26


Net income (loss) attributable to noncontrolling interests













19


Net income (loss)













45


Income tax (expense) benefit













(14)


Interest expense













(82)


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













141


Depreciation and amortization













169


Total EBITDA including noncontrolling interests (3)

$

152



$

100



$

110



$

26



$

388



$

(78)



$

310


Restructuring and related expenses(5)

15



16



3



23



57





57


Acquisition and expected separation costs (8)





1





1



26



27


Cost reduction initiatives (9)











2



2


Costs to achieve synergies (10)



2



4



(1)



5



2



7


Purchase accounting charges (11)





1



2



3





3


Process harmonization (12)

1









1





1


Warranty charge (13)





7





7





7


Adjusted EBITDA (4)

$

168



$

118



$

126



$

50



$

462



$

(48)



$

414


______________________________

(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) Q2 2020 includes $2 million and Q2 2019 includes $3 million of accelerated depreciation related to plant closures.

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

(7) Asset impairment charges.

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

(9) Costs related to cost reduction initiatives.

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

(11) 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.

(12) Charge due to process harmonization.

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

 ATTACHMENT 2


TENNECO INC.

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

Unaudited

(dollars in millions, except per share amounts)



Q2 2020 YTD


Q2 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

$

(1,189)



$

(14.64)



$

23



$

195



$

(1,220)



$

(890)



$

(91)



$

(1.13)



$

31



$

(14)



$

117



$

455


Adjustments:
























Restructuring and related expenses (5)

113



1.38





(33)



146



139



60



0.73



3



(17)



80



74


Inventory write-down (6)

63



0.78





(19)



82



82














Goodwill and intangible impairment charge (7)

366



4.52



5



(12)



383



383



60



0.74







60



60


Asset impairments (8)

393



4.84



7



(100)



500



500














Acquisition and expected separation costs (9)

25



0.31





(8)



33



33



51



0.62





(16)



67



67


Cost reduction initiatives (10)













7



0.09





(3)



10



10


Costs to achieve synergies (11)













11



0.14





(3)



14



14


Purchase accounting charges (12)













35



0.44





(9)



44



44


Process harmonization (13)













7



0.09





(3)



10



10


Noncontrolling interests adjustments (14)

11



0.14



(11)




















Warranty charge (15)













5



0.06





(2)



7



7


Net tax adjustments

17



0.20





17







(6)



(0.07)





(6)






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

$

(201)



$

(2.47)



$

24



$

40



$

(76)



$

247



$

139



$

1.71



$

34



$

(73)



$

409



$

741



Q2 2020 YTD


Global Segments






Clean Air


Powertrain


Motorparts


Ride Performance


Total


Corporate


Total

Net income (loss) attributable to Tenneco
Inc.













$

(1,189)


Net income (loss) attributable to noncontrolling interests













23


Net income (loss)













(1,166)


Income tax (expense) benefit













195


Interest expense













(141)


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













(1,220)


Depreciation and amortization













330


Total EBITDA including noncontrolling interests (3)

$

116



$

(132)



$

(92)



$

(647)



$

(755)



$

(135)



$

(890)


Restructuring and related expenses(5)

22



37



20



54



133



6



139


Inventory write-down(6)





82





82





82


Goodwill and intangible impairment charge (7)



160



110



113



383





383


Asset impairments (8)



4



24



455



483



17



500


Acquisition and expected separation costs (9)

4









4



29



33


Adjusted EBITDA (4)

$

142



$

69



$

144



$

(25)



$

330



$

(83)



$

247



Q2 2019 YTD


Global Segments






Clean Air


Powertrain


Motorparts


Ride Performance


Total


Corporate


Total

Net income (loss) attributable to Tenneco Inc.













$

(91)


Net income (loss) attributable to noncontrolling interests













31


Net income (loss)













(60)


Income tax (expense) benefit













(14)


Interest expense













(163)


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













117


Depreciation and amortization













338


Total EBITDA including noncontrolling interests (3)

$

283



$

213



$

155



$

(19)



632



$

(177)



$

455


Restructuring and related expenses(5)

19



17



4



33



73



1



74


Goodwill impairment charge (7)







60



60





60


Acquisition and expected separation costs (9)





1





1



66



67


Cost reduction initiatives (10)











10



10


Costs to achieve synergies (11)

1



2



7



2



12



2



14


Purchase accounting charges (12)



2



37



5



44