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8-K - TENNECO INC. 8-K - TENNECO INCa51448700.htm

Exhibit 99.1

Tenneco Reports Third Quarter 2016 Results

  • Record third quarter revenue of $2.1 billion
  • Record third quarter EBIT of $152 million
  • Record third quarter net income and EPS
  • Record cash from operations of $139 million
  • Continued year-over-year margin improvement

LAKE FOREST, Ill.--(BUSINESS WIRE)--October 28, 2016--Tenneco (NYSE: TEN) reported third quarter net income of $180 million, or $3.21 per diluted share, which included the benefit of a foreign tax credit adjustment, compared with net income of $52 million, or 88-cents per diluted share in third quarter 2015. Adjusted net income increased 18% to $86 million, or $1.53 per diluted share, versus $73 million or $1.22 per share a year ago.

Revenue

Total revenue in the third quarter was $2.1 billion, up 4% year-over-year on strong global light vehicle revenues, driven by both the Clean Air and Ride Performance product lines.

On a constant currency basis, total revenue increased 5% to $2.1 billion, driven by a 9% increase in global light vehicle revenue, outpacing 5% growth in global light vehicle industry production. Tenneco’s OE commercial truck and off-highway revenue was down due to a significant off-highway market decline in North America. Global aftermarket revenue was slightly lower versus a year ago. Value-add revenue was up 6% versus last year.

"We delivered another record quarter, driven by the strength of our light vehicle business globally where we have an outstanding platform position across a broad base of customers. Strong volumes on key platforms and the launch of new light vehicle programs fueled our top-line growth. While light vehicle revenue nearly doubled industry growth, we saw a sharp decline in off-highway revenue as a result of weaker than expected off-highway market conditions in North America,” said Gregg Sherrill, chairman and CEO, Tenneco. “We also delivered record high earnings and did an excellent job converting earnings to cash, which contributed to a very strong third quarter cash performance.”

EBIT

Third quarter EBIT (earnings before interest, taxes and noncontrolling interests) increased 31% to $152 million, versus $116 million a year ago.

Adjusted EBIT rose 5% year-over-year to $159 million compared with $151 million. Both EBIT and adjusted EBIT were record high results for the third quarter, driven by higher global light vehicle volumes and the strength of Tenneco’s light vehicle platform position including new platform launches and operational improvements in China and Europe.


 

Adjusted third quarter 2016 and 2015 results

 
(millions except per share amounts)     Q3 2016     Q3 2015
    Net income     Net income  
attributable to attributable to
EBITDA* EBIT Tenneco Inc.   Per Share EBITDA* EBIT Tenneco Inc.   Per Share
Earnings Measures $ 205 $ 152 $ 180 $ 3.21 $ 169 $ 116 $ 52 $ 0.88
 
Adjustments (reflects non-GAAP measures):
Restructuring and related expenses 7 7 6 0.10 31 35 33 0.55
Costs related to refinancing - - 5 0.09 - - - -
Net tax adjustments - - (105 ) ** (1.87 ) - - (12 ) (0.21 )
 
               
Non-GAAP earnings measures $ 212 $ 159 $ 86   $ 1.53   $ 200 $ 151 $ 73   $ 1.22  
* EBITDA including noncontrolling interests (EBIT before depreciation and amortization)
** Tax adjustments are related to foreign tax credits available for carryforward.
In addition to the items set forth above, the tables at the end of this press release reconcile GAAP to non-GAAP results.
 

Third quarter EBIT margin

In the third quarter 2016, Tenneco EBIT as a percent of revenue was 7.3%, an improvement of 160 basis points year-over-year, and adjusted EBIT as a percent of value-add revenue increased by 20 basis points to 9.9%. The improvement was primarily driven by capitalizing on light vehicle growth in excess of industry production.

    Q3 2016     Q3 2015
 
EBIT as a percent of revenue 7.3% 5.7%
EBIT as a percent of value-add revenue 9.4% 7.5%
 
Adjusted EBIT as a percent of revenue 7.6% 7.5%
Adjusted EBIT as a percent of value-add revenue 9.9% 9.7%
 

Cash

Tenneco generated record third quarter cash from operations of $139 million by converting earnings growth to cash and managing working capital.

During the quarter the company repurchased approximately 1.7 million shares of common stock for $89 million. Since announcing its share repurchase program in 2015, Tenneco has repurchased a total of 7.0 million shares of common stock for $359 million, representing 11% of shares outstanding at that time.


OUTLOOK

(Note: all forward looking revenue estimates reflect constant currency.)

In the fourth quarter, Tenneco expects total revenue growth of 3% versus a year ago. Higher light vehicle revenue is expected to outpace global light vehicle industry production. Commercial truck revenue will be roughly in line with industry truck production and off-highway revenue is expected to be down year-over-year, reflecting further weakness in the Europe and North America off-highway markets compared with a year ago. In total, OE commercial truck and off-highway revenue is expected to be similar to third quarter revenues. The global aftermarket is expected to make a solid contribution in the fourth quarter.

For the full year, Tenneco expects to outpace aggregate industry production* by 3% for total revenue growth of 6% versus a year ago. The company also expects revenue growth outpacing industry production in 2017 and 2018 as indicated in Tenneco’s January 2016 revenue estimates.

“We expect continued revenue growth in the fourth quarter and we’re on pace to meet our revenue expectations for the full year. In addition to a strong revenue performance, we expect to deliver full-year margin improvement in 2016,” said Sherrill. “Looking beyond this year, we are capitalizing on growth opportunities in both product lines and we’re confident that we’ll continue our track record of delivering profitable growth.”

*Aggregate Industry Production: IHS Automotive October 2016 global light vehicle production forecasts, Power Systems Research (PSR) October 2016 forecast for global commercial truck and buses, PSR off-highway engine production in North America and Europe and Tenneco estimates.

Attachment 1

Statements of Income – 3 Months
Statements of Income – 9 Months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 9 Months
 

Attachment 2

Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 Months
Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 9 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 9 Months

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months and 9 Months

Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted LTM EBITDA including noncontrolling interests

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment and Aftermarket Revenue – 3 Months and 9 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 – 9 Months

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Commercial Truck, Off-Highway and other revenues – 3 Months and 9 Months

 

CONFERENCE CALL

The company will host a conference call on Friday, October 28, 2016 at 8:30 a.m. ET. The dial-in number is 888-606-7037 (domestic) or 630-395-0149 (international). The passcode is TENNECO. The call and accompanying slides will be available on the “Investors” section of the Tenneco web site at www.investors.tenneco.com. A recording of the call will be available one hour following completion of the call on October 28, 2016 through November 28, 2016. To access this recording, dial 866-415-8413 (domestic) or 203-369-0706 (international). The purpose of the call is to discuss the company’s operations for the third fiscal quarter of 2016, as well as provide updated information regarding matters impacting the company’s outlook.

Tenneco is an $8.2 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 30,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of clean air and ride performance products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco’s principal brand names are Monroe®, Walker®, XNOx™ and Clevite®Elastomers.

Revenue estimates 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. These revenue estimates are also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our revenue estimate methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. For certain additional assumptions upon which these estimates are based, see the slides accompanying the October 28, 2016 webcast, which will be available on the financial section of the Tenneco website at www.tenneco.com.

This press release contains forward-looking statements. Words such as “may,” “expects,” “anticipate,” ”projects,” “will,” “outlook” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are:

(i) general economic, business and market conditions;

(ii) the company’s ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;

(iii) the cost and outcome of existing and any future claims, legal proceedings, or investigations, including, but not limited to, any of the foregoing arising in connection with the ongoing global antitrust investigation, product performance, product safety or intellectual property rights;

(iv) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases), the amount of the company's debt, the ability of the company to access capital markets at favorable rates, and the credit ratings of the company’s debt;

(v) changes in consumer demand, prices and the company’s ability to have our products included on top selling vehicles, including any shifts in consumer preferences to lower margin vehicles, for which we may or may not have supply arrangements;

(vi) changes in automotive and commercial vehicle manufacturers' production rates and their actual and forecasted requirements for the company's products such as the significant production cuts during recent years by automotive manufacturers in response to difficult economic conditions;


(vii) the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by the company’s awarded book of business which is based on anticipated pricing and volumes over the life of the applicable program;

(viii) the loss of any of our large original equipment manufacturer (“OEM”) 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 OEMs or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;

(ix) the company's continued success in cost reduction and cash management programs and its ability to execute restructuring and other cost reduction plans, including our current European cost reduction initiatives, and to realize anticipated benefits from these plans;

(x) economic, exchange rate and political conditions in the countries where we operate or sell our products;

(xi) workforce factors such as strikes or labor interruptions;

(xii) increases in the costs of raw materials, including the company’s ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;

(xiii) the negative impact of fuel price volatility on transportation and logistics costs, raw material costs, discretionary purchases of vehicles or aftermarket products, and demand for off-highway equipment;

(xiv) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector and longer product lives of automobile parts;

(xv) product warranty costs;

(xvi) the failure or breach of our information technology systems and the consequences that such failure or breach may have to our business;

(xvii) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers and the market;

(xviii) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;

(xix) changes in accounting estimates and assumptions, including changes based on additional information;

(xx) 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;

(xxi) natural disasters, acts of war and/or terrorism and the impact of these occurrences or acts on economic, financial, industrial and social condition, including, without limitation, with respect to supply chains and customer demand in the countries where the company operates; and

(xxii) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries.

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 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, 2015.


 
ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

THREE MONTHS ENDED SEPTEMBER 30,
(Millions except per share amounts)
       
 
2016 2015
Net sales and operating revenues
Clean Air Division - Value-add revenues $ 976 $ 933
Clean Air Division - Substrate sales 484 475
Ride Performance Division - Value-add revenues   636     617  
$ 2,096 $ 2,025
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 1,741 (a) 1,707 (d)
Engineering, research and development 41 35 (d)
Selling, general and administrative 109 (a) 113 (d)
Depreciation and amortization of other intangibles   53     53   (d)
Total costs and expenses   1,944     1,908  
 
Loss on sale of receivables (2 ) (1 )
Other income (expense)   2     -  
Total other income (expense)   -     (1 )
 
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division 111 (a) 103 (d)
Ride Performance Division 63 (a) 27 (d)
Other   (22 )   (14 )
152 116
 
Interest expense (net of interest capitalized)   24   (b)   16  
Earnings before income taxes and noncontrolling interests 128 100
 
Income tax expense (benefit)   (69 ) (c)   34   (e)
Net income 197 66
 
Less: Net income attributable to noncontrolling interests   17     14  
Net income attributable to Tenneco Inc. $ 180   $ 52  
 
 
Weighted average common shares outstanding:
Basic   55.7     59.6  
Diluted   56.2     60.0  
 
Earnings per share of common stock:
Basic $ 3.24   $ 0.89  
Diluted $ 3.21   $ 0.88  
(a) Includes restructuring and related charges of $7 million pre-tax, $6 million after tax or $0.10 per diluted share. Of the amount, $3 million is recorded in cost of sales and $4 million is recorded in selling, general and administrative expenses. $2 million is recorded in the Clean Air Division and $5 million is recorded in the Ride Performance Division.
 
(b) Includes pre-tax expenses of $8 million, $5 million after tax or $0.09 per diluted share for costs related to refinancing activities.
 
(c) Includes net tax benefits of $105 million or $1.87 per diluted share for tax adjustments related to foreign tax credits available for carryforward.
 
(d) Includes restructuring and related charges of $35 million pre-tax, $33 million after tax or $0.55 per diluted share. Of the amount, $27 million is recorded in cost of sales, $3 million is recorded in selling, general and administrative expenses, $1 million is recorded in engineering expenses and $4 million is recorded in depreciation and amortization. $4 million is recorded in the Clean Air Division and $31 million is recorded in the Ride Performance Division.
 
(e) Includes net tax benefits of $12 million or $0.21 per diluted share for tax adjustments to prior year estimates.
 

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

NINE MONTHS ENDED SEPTEMBER 30,
(Millions except per share amounts)
     
 
2016 2015
Net sales and operating revenues
Clean Air Division - Value-add revenues $ 3,014 $ 2,840
Clean Air Division - Substrate sales 1,513 1,434
Ride Performance Division - Value-add revenues   1,917     1,904  
$ 6,444 $ 6,178
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 5,321 (a) 5,157 (d)
Engineering, research and development 117 114 (d)
Selling, general and administrative 390 (a) 359 (d)
Depreciation and amortization of other intangibles   159   (a)   154   (d)
Total costs and expenses   5,987     5,784  
 
Loss on sale of receivables (4 ) (3 )
Other income (expense)   -   (a)   -  
Total other income (expense)   (4 )   (3 )
 
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division 356 (a) 301 (d)
Ride Performance Division 184 (a) 151 (d)
Other   (87 )   (61 )
453 391
 
Interest expense (net of interest capitalized)   76   (b)   49  
Earnings before income taxes and noncontrolling interests 377 342
 
Income tax expense   5   (c)   122   (e)
Net income 372 220
 
Less: Net income attributable to noncontrolling interests   49     41  
Net income attributable to Tenneco Inc. $ 323   $ 179  
 
 
Weighted average common shares outstanding:
Basic   56.5     60.4  
Diluted   57.0     60.9  
 
Earnings per share of common stock:
Basic $ 5.72   $ 2.97  
Diluted $ 5.67   $ 2.94  
(a) Includes restructuring and related charges of $26 million pre-tax, $23 million after tax or $0.40 per diluted share. Of the amount, $9 million is recorded in cost of sales, $12 million is recorded in selling, general and administrative expenses, $3 million is recorded in depreciation and amortization and $2 million is recorded in other income (expense). $3 million is recorded in the Clean Air Division and $23 million is recorded in the Ride Performance Division.
 
(b) Includes pre-tax expenses of $24 million, $15 million after tax or $0.27 per diluted share for costs related to refinancing activities.
 
(c) Includes net tax benefits of $106 million or $1.85 per diluted share for tax adjustments related to foreign tax credits available for carryforward.
 
(d) Includes restructuring and related charges of $47 million pre-tax, $43 million after tax or $0.71 per diluted share. Of the amount, $37 million is recorded in cost of sales, $5 million is recorded in selling, general and administrative expenses, $1 million is recorded in engineering expenses and $4 million is recorded in depreciation and amortization. $7 million is recorded in the Clean Air Division and $40 million is recorded in the Ride Performance Division.
 
(e) Includes net tax benefits of $9 million or $0.16 per diluted share for tax adjustments to prior year estimates.
 

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Millions)
         
September 30, 2016 December 31, 2015
 
Assets
 
Cash and cash equivalents $ 324 $ 287
 
Restricted cash 2 1
 
Receivables, net 1,298 (a) 1,112 (a)
 
Inventories 753 682
 
Other current assets 300 229
 
Investments and other assets 407 413
 
Plant, property, and equipment, net   1,322   1,243
 
Total assets $ 4,406 $ 3,967
 
 
 
 
Liabilities and Shareholders' Equity
 
Short-term debt $ 124 $ 86
 
Accounts payable 1,457 1,376
 
Accrued taxes 47 37
 
Accrued interest 13 4
 
Other current liabilities 304 291
 
Long-term debt 1,310 (b) 1,124 (b)
 
Deferred income taxes 8 7
 
Deferred credits and other liabilities 433 524
 
Redeemable noncontrolling interests 35 43
 
Tenneco Inc. shareholders' equity 635 433
 
Noncontrolling interests   40   42
 
Total liabilities, redeemable noncontrolling interests
and shareholders' equity $ 4,406 $ 3,967
 
 
 
September 30, 2016 December 31, 2015
(a) Accounts Receivables net of:
Europe - Accounts receivables securitization programs $ 206 $ 174
 
September 30, 2016 December 31, 2015
(b) Long term debt composed of:
Borrowings against revolving credit facilities $ 309 $ 105
Term loan A (Due 2019) 274 285
6.875% senior notes (Due 2020) - 500
5.000% senior notes (Due 2026) 500 -
5.375% senior notes (Due 2024) 225 225
Other long term debt 2 9
   
$ 1,310 $ 1,124
 

ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
     
 
 
Three Months Ended
September 30,
2016 2015
 
Operating activities:
Net income $ 197 $ 66
Adjustments to reconcile net income
to net cash provided by operating activities -
Depreciation and amortization of other intangibles 53 53
Stock-based compensation 3 4
Deferred income taxes (86 ) 12
Loss on sale of assets 1 1
Changes in components of working capital-
(Inc.)/dec. in receivables (10 ) (17 )
(Inc.)/dec. in inventories (12 ) (19 )
(Inc.)/dec. in prepayments and other current assets (34 ) (1 )
Inc./(dec.) in payables (7 ) 7
Inc./(dec.) in accrued taxes 1 (29 )
Inc./(dec.) in accrued interest 9 12
Inc./(dec.) in other current liabilities 10 13
Changes in long-term assets 1 -
Changes in long-term liabilities 11 2
Other   2     2  
Net cash provided by operating activities 139 106
 
Investing activities:
Proceeds from sale of assets 1 1
Cash payments for plant, property & equipment (74 ) (71 )
Cash payments for software-related intangible assets (6 ) (5 )
Change in restricted cash   1     -  
Net cash used by investing activities   (78 )   (75 )
 
Financing activities:
Issuance of common shares 7 -
Purchase of common stock under the share repurchase program (89 ) (114 )
Tax impact from stock-based compensation (11 ) (5 )
Issuance of long-term debt 2 1
Retirement of long-term debt (179 ) (4 )
Net inc./(dec.) in bank overdrafts (1 ) (10 )
Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on
long-term debt and short-term borrowings secured by accounts receivable 198 138
Net inc./(dec.) in short-term debt secured by accounts receivable 50 (20 )
Distribution to noncontrolling interest partners   (28 )   (22 )
Net cash used by financing activities   (51 )   (36 )
 
Effect of foreign exchange rate changes on cash and
cash equivalents   3     (25 )
 
Increase (Decrease) in cash and cash equivalents 13 (30 )
Cash and cash equivalents, July 1   311     250  
Cash and cash equivalents, September 30 $ 324   $ 220  
 
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized) $ 14 $ 5
Cash paid during the period for income taxes (net of refunds) 30 44
 
Non-cash Investing and Financing Activities
Retirement of obligation and exchange of property
Period ended balance of payables for plant, property, and equipment $ 51 $ 37
 

ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
     
 
 
Nine Months Ended
September 30,
2016 2015
 
Operating activities:
Net income $ 372 $ 220
Adjustments to reconcile net income
to net cash provided by operating activities -
Depreciation and amortization of other intangibles 159 154
Stock-based compensation 13 13
Deferred income taxes (73 ) (1 )
Loss on sale of assets 2 2
Changes in components of working capital-
(Inc.)/dec. in receivables (189 ) (237 )
(Inc.)/dec. in inventories (61 ) (65 )
(Inc.)/dec. in prepayments and other current assets (69 ) (4 )
Inc./(dec.) in payables 55 70
Inc./(dec.) in accrued taxes 10 (7 )
Inc./(dec.) in accrued interest 9 13
Inc./(dec.) in other current liabilities (7 ) 31
Changes in long-term assets 5 1
Changes in long-term liabilities 9 -
Other   4     (2 )
Net cash provided by operating activities 239 188
 
Investing activities:
Proceeds from sale of assets 4 3
Cash payments for plant, property & equipment (213 ) (221 )
Cash payments for software-related intangible assets (15 ) (13 )
Change in restricted cash   (1 )   1  
Net cash used by investing activities   (225 )   (230 )
 
Financing activities:
Issuance of common shares 11 5
Purchase of common stock under the share repurchase program (146 ) (158 )
Tax impact from stock-based compensation (10 ) 1
Issuance of long-term debt 508 1
Debt issuance costs on long-term debt (8 ) (1 )
Retirement of long-term debt (527 ) (25 )
Net inc./(dec.) in bank overdrafts 4 (21 )
Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on
long-term debt and short-term borrowings secured by accounts receivable 223 223
Net inc./(dec.) in short-term debt secured by accounts receivable 20 30
Distribution to noncontrolling interest partners   (55 )   (44 )
Net cash provided by financing activities   20     11  
 
Effect of foreign exchange rate changes on cash and
cash equivalents   3     (31 )
 
Increase (Decrease) in cash and cash equivalents 37 (62 )
Cash and cash equivalents, January 1   287     282  
Cash and cash equivalents, September 30 $ 324   $ 220  
 
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized) $ 62 $ 38
Cash paid during the period for income taxes (net of refunds) 88 79
 
Non-cash Investing and Financing Activities
Retirement of obligation and exchange of property
Period ended balance of payables for plant, property, and equipment $ 51 $ 37
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA INCLUDING NONCONTROLLING INTERESTS (2)

Unaudited

(Millions)
                         
 
Q3 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 180
 
Net income attributable to noncontrolling interests   17  
 
Net income 197
 
Income tax benefit (69 )
 
Interest expense (net of interest capitalized)   24  
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 44 $ 30 $ 37 $ 111 $ 37 $ 11 $ 15 $ 63 $ (22 ) 152
 
Depreciation and amortization of other intangibles   18   11   7   36   9   7     1   17   -     53  
 
Total EBITDA including noncontrolling interests (2) $ 62 $ 41 $ 44 $ 147 $ 46 $ 18   $ 16 $ 80 $ (22 ) $ 205  
 
 
Q3 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 52
 
Net income attributable to noncontrolling interests   14  
 
Net income 66
 
Income tax expense 34
 
Interest expense (net of interest capitalized)   16  
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 58 $ 14 $ 31 $ 103 $ 39 $ (21 ) $ 9 $ 27 $ (14 ) 116
 
Depreciation and amortization of other intangibles   15   10   7   32   8   11     2   21   -     53  
 
Total EBITDA including noncontrolling interests (2) $ 73 $ 24 $ 38 $ 135 $ 47 $ (10 ) $ 11 $ 48 $ (14 ) $ 169  
(1) Generally Accepted Accounting Principles
 
(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 generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
 

ATTACHMENT 2

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

Unaudited

(Millions except per share amounts)
                           
 
Q3 2016 Q3 2015
EBITDA (3) EBIT

Net income
attributable
to Tenneco
Inc.

Per Share EBITDA (3) EBIT

Net income
attributable
to Tenneco
Inc.

Per Share
Earnings Measures $ 205 $ 152 $ 180 $ 3.21 $ 169 $ 116 $ 52 $ 0.88
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 7 7 6 0.10 31 35 33 0.55
Costs related to refinancing - - 5 0.09 - - - -
Net tax adjustments - - (105 ) (1.87 ) - - (12 ) (0.21 )
               
Non-GAAP earnings measures $ 212 $ 159 $ 86   $ 1.53   $ 200 $ 151 $ 73   $ 1.22  
 
 
Q3 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 44 $ 30 $ 37 $ 111 $ 37 $ 11 $ 15 $ 63 $ (22 ) $ 152
Restructuring and related expenses   -   1   1   2   5     -     -   5   -     7  
Adjusted EBIT $ 44 $ 31 $ 38 $ 113 $ 42   $ 11   $ 15 $ 68 $ (22 ) $ 159  
 
 
Q3 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America

 

SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 58 $ 14 $ 31 $ 103 $ 39 $ (21 ) $ 9 $ 27 $ (14 ) $ 116
Restructuring and related expenses   -   2   2   4   1     29     1   31   -     35  
Adjusted EBIT $ 58 $ 16 $ 33 $ 107 $ 40   $ 8   $ 10 $ 58 $ (14 ) $ 151  
(1) 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 generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
 

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA INCLUDING NONCONTROLLING INTERESTS(2)

Unaudited

(Millions)

                         
 
YTD 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 323
 
Net income attributable to noncontrolling interests   49
 
Net income 372
 
Income tax expense 5
 
Interest expense (net of interest capitalized)   76
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 172 $ 75 $ 109 $ 356 $ 127 $ 19 $ 38 $ 184 $ (87 ) 453
 
Depreciation and amortization of other intangibles   50   32   20   102   26   26     5   57   -     159
 
Total EBITDA including noncontrolling interests (2) $ 222 $ 107 $ 129 $ 458 $ 153 $ 45   $ 43 $ 241 $ (87 ) $ 612
 
 
YTD 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 179
 
Net income attributable to noncontrolling interests   41
 
Net income 220
 
Income tax expense 122
 
Interest expense (net of interest capitalized)   49
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 179 $ 36 $ 86 $ 301 $ 125 $ (1 ) $ 27 $ 151 $ (61 ) 391
 
Depreciation and amortization of other intangibles   49   30   19   98   25   26     5   56   -     154
 
Total EBITDA including noncontrolling interests (2) $ 228 $ 66 $ 105 $ 399 $ 150 $ 25   $ 32 $ 207 $ (61 ) $ 545
(1) Generally Accepted Accounting Principles
 
(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 generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
 

ATTACHMENT 2

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

Unaudited

(Millions except per share amounts)
                       
 
YTD 2016 YTD 2015
EBITDA (3) EBIT

Net income
attributable
to Tenneco
Inc.

Per Share EBITDA (3) EBIT

Net income
attributable
to Tenneco
Inc.

Per Share
Earnings Measures $ 612 $ 453 $ 323 $ 5.67 $ 545 $ 391 $ 179 $ 2.94
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 23 26 23 0.40 43 47 43 0.71
Costs related to refinancing - - 15 0.27 - - - -
Net tax adjustments - - (106 ) (1.85 ) - - (9 ) (0.16 )
               
Non-GAAP earnings measures $ 635 $ 479 $ 255   $ 4.49   $ 588 $ 438 $ 213   $ 3.49  
 
 
YTD 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 172 $ 75 $ 109 $ 356 $ 127 $ 19 $ 38 $ 184 $ (87 ) $ 453
Restructuring and related expenses   -   2   1   3   6     17     -   23   -     26  
Adjusted EBIT $ 172 $ 77 $ 110 $ 359 $ 133   $ 36   $ 38 $ 207 $ (87 ) $ 479  
 
 
YTD 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 179 $ 36 $ 86 $ 301 $ 125 $ (1 ) $ 27 $ 151 $ (61 ) $ 391
Restructuring and related expenses   -   4   3   7   2     36     2   40   -     47  
Adjusted EBIT $ 179 $ 40 $ 89 $ 308 $ 127   $ 35   $ 29 $ 191 $ (61 ) $ 438  
(1) 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 generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
 

ATTACHMENT 2

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

Unaudited

(Millions)
                     
Q3 2016
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 716 $ 248 $ 468 $ - $ 468
Europe, South America & India 487 181 306 (11 ) 317
Asia Pacific   257   55   202   (8 )   210
Total Clean Air Division 1,460 484 976 (19 ) 995
 
Ride Performance Division
North America 306 - 306 (2 ) 308
Europe, South America & India 258 - 258 (7 ) 265
Asia Pacific   72   -   72   (3 )   75
Total Ride Performance Division 636 - 636 (12 ) 648
 
Total Tenneco Inc. $ 2,096 $ 484 $ 1,612 $ (31 ) $ 1,643
 
Q3 2015
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 720 $ 251 $ 469 $ - $ 469
Europe, South America & India 453 166 287 - 287
Asia Pacific   235   58   177   -     177
Total Clean Air Division 1,408 475 933 - 933
 
Ride Performance Division
North America 330 - 330 - 330
Europe, South America & India 236 - 236 - 236
Asia Pacific   51   -   51   -     51
Total Ride Performance Division 617 - 617 - 617
 
Total Tenneco Inc. $ 2,025 $ 475 $ 1,550 $ -   $ 1,550
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
 

ATTACHMENT 2

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

Unaudited

(Millions)
                     
YTD 2016
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 2,252 $ 792 $ 1,460 $ (1 ) $ 1,461
Europe, South America & India 1,498 548 950 (45 ) 995
Asia Pacific   777   173   604   (27 )   631
Total Clean Air Division 4,527 1,513 3,014 (73 ) 3,087
 
Ride Performance Division
North America 952 - 952 (10 ) 962
Europe, South America & India 771 - 771 (47 ) 818
Asia Pacific   194   -   194   (10 )   204
Total Ride Performance Division 1,917 - 1,917 (67 ) 1,984
 
Total Tenneco Inc. $ 6,444 $ 1,513 $ 4,931 $ (140 ) $ 5,071
 
YTD 2015
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 2,150 $ 760 $ 1,390 $ - $ 1,390
Europe, South America & India 1,381 500 881 - 881
Asia Pacific   743   174   569   -     569
Total Clean Air Division 4,274 1,434 2,840 - 2,840
 
Ride Performance Division
North America 1,021 - 1,021 - 1,021
Europe, South America & India 718 - 718 - 718
Asia Pacific   165   -   165   -     165
Total Ride Performance Division 1,904 - 1,904 - 1,904
 
Total Tenneco Inc. $ 6,178 $ 1,434 $ 4,744 $ -   $ 4,744
 
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES

Unaudited

(Millions except percents)
                 
Q3 2016 vs. Q3 2015 $ Change and % Change Increase (Decrease)
Value-add
Revenues
Excluding
Revenues % Change Currency % Change
Clean Air Division
North America $ (4 ) (1 %) $ (1 ) 0 %
Europe, South America & India 34 8 % 30 10 %
Asia Pacific   22   9 %   33   19 %
Total Clean Air Division 52 4 % 62 7 %
 
Ride Performance Division
North America (24 ) (7 %) (22 ) (7 %)
Europe, South America & India 22 9 % 29 12 %
Asia Pacific   21   41 %   24   47 %
Total Ride Performance Division 19 3 % 31 5 %
 
Total Tenneco Inc. $ 71 4 % $ 93 6 %
 
 
 
YTD Q3 2016 vs. YTD Q3 2015 $ Change and % Change Increase (Decrease)
Value-add
Revenues
Excluding
Revenues % Change Currency % Change
Clean Air Division
North America $ 102 5 % $ 71 5 %
Europe, South America & India 117 8 % 114 13 %
Asia Pacific   34   5 %   62   11 %
Total Clean Air Division 253 6 % 247 9 %
 
Ride Performance Division
North America (69 ) (7 %) (59 ) (6 %)
Europe, South America & India 53 7 % 100 14 %
Asia Pacific   29   18 %   39   24 %
Total Ride Performance Division 13 1 % 80 4 %
 
Total Tenneco Inc. $ 266 4 % $ 327 7 %
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF NON-GAAP MEASURES
Debt net of cash / Adjusted LTM EBITDA including noncontrolling interests

Unaudited

(Millions except ratios)
                   
Quarter Ended September 30,  
 
2016 2015
 
Total debt $ 1,434 $ 1,341
 
Total cash 326 222
   
Debt net of cash balances (1) $ 1,108 $ 1,119
 
 
Adjusted LTM EBITDA including noncontrolling interests (2) (3) $ 832 $ 776
 
Ratio of debt net of cash balances to adjusted LTM EBITDA including noncontrolling interests (4) 1.3x 1.4x
 
 
 
 
Q4 15 Q1 16 Q2 16 Q3 16 Q3 16 LTM
 
Net income attributable to Tenneco Inc. $ 68 $ 57 $ 86 $ 180 $ 391
 
Net income attributable to noncontrolling interests 15 15 17 17 64
 
Income tax expense (benefit) 27 34 40 (69 ) 32
 
Interest expense (net of interest capitalized) 18 18 34 24 94
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 128 124 177 152 581
 
Depreciation and amortization of other intangibles 49 54 52 53 208
 
Total EBITDA including noncontrolling interests (2) 177 178 229 205 789
 
Restructuring and related expenses 16 11 5 7 39
 
Pension charges (5) 4 - - - 4
         
Total Adjusted EBITDA including noncontrolling interest (3) $ 197 $ 189 $ 234 $ 212   $ 832
 
 
Q4 14 Q1 15 Q2 15 Q3 15 Q3 15 LTM
 
Net income attributable to Tenneco Inc. $ 21 $ 49 $ 78 $ 52 $ 200
 
Net income attributable to noncontrolling interests 15 14 13 14 56
 
Income tax expense 14 41 47 34 136
 
Interest expense (net of interest capitalized) 33 16 17 16 82
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 83 120 155 116 474
 
Depreciation and amortization of other intangibles 53 50 51 53 207
 
Total EBITDA including noncontrolling interests (2) 136 170 206 169 681
 
Restructuring and related expenses 20 5 7 31 63
 
Pension/Postretirement charges (5) 32 - - - 32
         
Total Adjusted EBITDA including noncontrolling interest (3) $ 188 $ 175 $ 213 $ 200   $ 776
(1) Tenneco presents debt net of 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 generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
 
(3) Adjusted EBITDA including noncontrolling interests is presented in order to reflect the results in a manner that allows a better understanding of operational activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting comparability between the periods. Similar adjustments to EBITDA including noncontrolling interests have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.
 
(4) Tenneco presents the above reconciliation of the ratio of debt net of cash to LTM adjusted EBITDA including noncontrolling interests to show trends that investors may find useful in understanding the company's ability to service its debt. For purposes of this calculation, LTM adjusted EBITDA including noncontrolling interests is used as an indicator of the company's performance and debt net of 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 cash, EBITDA including noncontrolling interests and adjusted EBITDA including noncontrolling interests.
 
(5) Charges related to Pension derisking and postretirement medical true-up.
 

ATTACHMENT 2

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

Unaudited

(Millions)
    Q3 2016
            Substrate     Value-add
Revenues Sales Revenues
Excluding Excluding Excluding
Revenues     Currency     Currency     Currency     Currency
 
Original equipment light vehicle revenues $ 1,568 $ (31 ) $ 1,599 $ 433 $ 1,166
Original equipment commercial truck, off-highway and other revenues 208 (3 ) 211 59 152
Aftermarket revenues   320   (5 )   325   -   325
Net sales and operating revenues $ 2,096 $ (39 ) $ 2,135 $ 492 $ 1,643
 
 
Q3 2015
Substrate Value-add
Revenues Sales Revenues
Excluding Excluding Excluding
Revenues     Currency     Currency     Currency     Currency
 
Original equipment light vehicle revenues $ 1,462 $ - $ 1,462 $ 411 $ 1,051
Original equipment commercial truck, off-highway and other revenues 234 - 234 64 170
Aftermarket revenues   329   -     329   -   329
Net sales and operating revenues $ 2,025 $ - $ 2,025 $ 475 $ 1,550
 
 
 
YTD 2016
Substrate Value-add
Revenues Sales Revenues
Excluding Excluding Excluding
Revenues     Currency     Currency     Currency     Currency
 
Original equipment light vehicle revenues $ 4,765 $ (114 ) $ 4,879 $ 1,333 $ 3,546
Original equipment commercial truck, off-highway and other revenues 713 (16 ) 729 203 526
Aftermarket revenues   966   (33 )   999   -   999
Net sales and operating revenues $ 6,444 $ (163 ) $ 6,607 $ 1,536 $ 5,071
 
 
YTD 2015
Substrate Value-add
Revenues Sales Revenues
Excluding Excluding Excluding
Revenues     Currency     Currency     Currency     Currency
 
Original equipment light vehicle revenues $ 4,450 $ - $ 4,450 $ 1,226 $ 3,224
Original equipment commercial truck, off-highway and other revenues 747 - 747 208 539
Aftermarket revenues   981   -     981   -   981
Net sales and operating revenues $ 6,178 $ - $ 6,178 $ 1,434 $ 4,744
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
 

ATTACHMENT 2

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

Unaudited

(Millions except percents)
                           
 
Q3 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America

 

SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 716 $ 487 $ 257 $ 1,460 $ 306 $ 258 $ 72 $ 636 $ - $ 2,096
 
Less: Substrate sales 248 181 55 484 - - - - - 484
                   
Value-add revenues $ 468   $ 306   $ 202   $ 976   $ 306   $ 258   $ 72   $ 636   $ -   $ 1,612  
 
EBIT $ 44 $ 30 $ 37 $ 111 $ 37 $ 11 $ 15 $ 63 $ (22 ) $ 152
 
EBIT as a % of revenue 6.1 % 6.2 % 14.4 % 7.6 % 12.1 % 4.3 % 20.8 % 9.9 % 7.3 %
EBIT as a % of value-add revenue 9.4 % 9.8 % 18.3 % 11.4 % 12.1 % 4.3 % 20.8 % 9.9 % 9.4 %
 
Adjusted EBIT $ 44 $ 31 $ 38 $ 113 $ 42 $ 11 $ 15 $ 68 $ (22 ) $ 159
 
Adjusted EBIT as a % of revenue 6.1 % 6.4 % 14.8 % 7.7 % 13.7 % 4.3 % 20.8 % 10.7 % 7.6 %
Adjusted EBIT as a % of value-add revenue 9.4 % 10.1 % 18.8 % 11.6 % 13.7 % 4.3 % 20.8 % 10.7 % 9.9 %
 
Q3 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 720 $ 453 $ 235 $ 1,408 $ 330 $ 236 $ 51 $ 617 $ - $ 2,025
 
Less: Substrate sales 251 166 58 475 - - - - - 475
                   
Value-add revenues $ 469   $ 287   $ 177   $ 933   $ 330   $ 236   $ 51   $ 617   $ -   $ 1,550  
 
EBIT $ 58 $ 14 $ 31 $ 103 $ 39 $ (21 ) $ 9 $ 27 $ (14 ) $ 116
 
EBIT as a % of revenue 8.1 % 3.1 % 13.2 % 7.3 % 11.8 % -8.9 % 17.6 % 4.4 % 5.7 %
EBIT as a % of value-add revenue 12.4 % 4.9 % 17.5 % 11.0 % 11.8 % -8.9 % 17.6 % 4.4 % 7.5 %
 
Adjusted EBIT $ 58 $ 16 $ 33 $ 107 $ 40 $ 8 $ 10 $ 58 $ (14 ) $ 151
 
Adjusted EBIT as a % of revenue 8.1 % 3.5 % 14.0 % 7.6 % 12.1 % 3.4 % 19.6 % 9.4 % 7.5 %
Adjusted EBIT as a % of value-add revenue 12.4 % 5.6 % 18.6 % 11.5 % 12.1 % 3.4 % 19.6 % 9.4 % 9.7 %
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect EBIT 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 EBIT as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of such substrate sales.
 

ATTACHMENT 2

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

Unaudited

(Millions except percents)
                           
 
YTD 2016
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 2,252 $ 1,498 $ 777 $ 4,527 $ 952 $ 771 $ 194 $ 1,917 $ - $ 6,444
 
Less: Substrate sales 792 548 173 1,513 - - - - - 1,513
                   
Value-add revenues $ 1,460   $ 950   $ 604   $ 3,014   $ 952   $ 771   $ 194   $ 1,917   $ -   $ 4,931  
 
EBIT $ 172 $ 75 $ 109 $ 356 $ 127 $ 19 $ 38 $ 184 $ (87 ) $ 453
 
EBIT as a % of revenue 7.6 % 5.0 % 14.0 % 7.9 % 13.3 % 2.5 % 19.6 % 9.6 % 7.0 %
EBIT as a % of value-add revenue 11.8 % 7.9 % 18.0 % 11.8 % 13.3 % 2.5 % 19.6 % 9.6 % 9.2 %
 
Adjusted EBIT $ 172 $ 77 $ 110 $ 359 $ 133 $ 36 $ 38 $ 207 $ (87 ) $ 479
 
Adjusted EBIT as a % of revenue 7.6 % 5.1 % 14.2 % 7.9 % 14.0 % 4.7 % 19.6 % 10.8 % 7.4 %
Adjusted EBIT as a % of value-add revenue 11.8 % 8.1 % 18.2 % 11.9 % 14.0 % 4.7 % 19.6 % 10.8 % 9.7 %
 
YTD 2015
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 2,150 $ 1,381 $ 743 $ 4,274 $ 1,021 $ 718 $ 165 $ 1,904 $ - $ 6,178
 
Less: Substrate sales 760 500 174 1,434 - - - - - 1,434
                   
Value-add revenues $ 1,390   $ 881   $ 569   $ 2,840   $ 1,021   $ 718   $ 165   $ 1,904   $ -   $ 4,744  
 
EBIT $ 179 $ 36 $ 86 $ 301 $ 125 $ (1 ) $ 27 $ 151 $ (61 ) $ 391
 
EBIT as a % of revenue 8.3 % 2.6 % 11.6 % 7.0 % 12.2 % -0.1 % 16.4 % 7.9 % 6.3 %
EBIT as a % of value-add revenue 12.9 % 4.1 % 15.1 % 10.6 % 12.2 % -0.1 % 16.4 % 7.9 % 8.2 %
 
Adjusted EBIT $ 179 $ 40 $ 89 $ 308 $ 127 $ 35 $ 29 $ 191 $ (61 ) $ 438
 
Adjusted EBIT as a % of revenue 8.3 % 2.9 % 12.0 % 7.2 % 12.4 % 4.9 % 17.6 % 10.0 % 7.1 %
Adjusted EBIT as a % of value-add revenue 12.9 % 4.5 % 15.6 % 10.8 % 12.4 % 4.9 % 17.6 % 10.0 % 9.2 %
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect EBIT 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 EBIT as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of such substrate sales.
 

ATTACHMENT 2

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

Unaudited

(Millions)
                         
2016
Q1 Q2 Q3 YTD
Substrate Value-add Substrate Value-add Substrate Value-add Substrate Value-add
Revenues Sales Revenues Revenues Sales Revenues Revenues Sales Revenues Revenues Sales Revenues
Clean Air Division
North America $ 92 $ 26 $ 66 $ 86 $ 28 $ 58 $ 63 $ 22 $ 41 $ 241 $ 76 $ 165
Europe, South America & India 73 29 44 79 30 49 64 24 40 216 83 133
Asia Pacific   35   14   21   36   14   22   33   12   21   104   40   64
Total Clean Air Division 200 69 131 201 72 129 160 58 102 561 199 362
 
Total Ride Performance Division 52 - 52 52 - 52 48 - 48 152 - 152
                       
Total Tenneco Inc. $ 252 $ 69 $ 183 $ 253 $ 72 $ 181 $ 208 $ 58 $ 150 $ 713 $ 199 $ 514
 
2015
Q1 Q2 Q3 YTD
Substrate Value-add Substrate Value-add Substrate Value-add Substrate Value-add
Revenues Sales Revenues Revenues Sales Revenues Revenues Sales Revenues Revenues Sales Revenues
Clean Air Division
North America $ 86 $ 31 $ 55 $ 87 $ 31 $ 56 $ 81 $ 27 $ 54 $ 254 $ 89 $ 165
Europe, South America & India 73 29 44 75 31 44 65 26 39 213 86 127
Asia Pacific   31   12   19   26   10   16   31   11   20   88   33   55
Total Clean Air Division 190 72 118 188 72 116 177 64 113 555 208 347
 
Total Ride Performance Division 67 - 67 68 - 68 57 - 57 192 - 192
                       
Total Tenneco Inc. $ 257 $ 72 $ 185 $ 256 $ 72 $ 184 $ 234 $ 64 $ 170 $ 747 $ 208 $ 539
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales which include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.

CONTACT:
Tenneco
Investor inquiries:
Linae Golla
847-482-5162
lgolla@tenneco.com
or
Media inquiries:
Bill Dawson
847-482-5807
bdawson@tenneco.com