deutsche bank global auto industry conference presentation

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Detroit, MichiganJanuary 13, 2016

N Y S E : T E N

Deutsche Bank GlobalAuto Industry Conference

Safe Harbor

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The foregoing presentation contains forward-looking statements that involve risks and uncertainties which could cause the company’s plans, actionsand results to differ materially from its current expectations. Such risks and uncertainties include, but are not limited to, the following: (i) general economic,business and market conditions; (ii) the company’s ability to source and procure needed goods and services in accordance with customer demand andat competitive prices; (iii) the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any ofthe foregoing arising in connection with the ongoing global antitrust investigation, and the impact of the extensive, increasing and changing laws andregulations to which we are subject, including environmental laws and regulations; (iv) changes in capital availability or costs, including increases in thecompany’s costs of borrowing, the amount of the company’s debt, the ability of the company to access capital markets at favorable rates, and the creditratings of the company’s debt; (v) changes in consumer preferences and changes in automotive and commercial vehicle manufacturers’ production ratesand their actual and forecasted requirements for the company’s products including, with respect to any delays in the adoption of the current mandatedtimelines for worldwide emissions regulations; (vi) the overall highly competitive nature of the automobile and commercial vehicle parts industry, and anyresultant inability to realize the sales represented by the company’s awarded book of business which is based on anticipated pricing for the applicableprogram over its life; (vii) the loss of any of our large original equipment manufacturer (“OEM”) customers, or the loss of market shares by these customersif we are unable to achieve increased sales to other OEMs; (viii) the company’s continued success in cost reduction and cash management programs andits ability to execute and realize anticipated benefits from these plans; (ix) economic, exchange rate and political conditions in the countries where weoperate or sell our products; (x) workforce factors such as strikes or labor interruptions; (xi) increases in the costs of raw materials, including the company’sability to successfully reduce the impact of any such cost increases; (xii) the negative impact of fuel price volatility on logistics costs and discretionarypurchases of vehicles or aftermarket products, and demand for off-highway equipment ; (xiii) the cyclical nature of the global vehicular industry, includingthe performance of the global aftermarket sector and longer product lives of automobile parts; (xiv) product warranty costs; (xv) material developmentsrelating to our intellectual property or the failure or breach of our IT systems; (xvi) the company’s ability to develop and profitably commercialize newproducts and technologies; (xvii) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generallyaccepted accounting principles or policies; (xviii) changes in accounting estimates and assumptions, including changes based on additional information;(xix) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals, as well as the impact of changes to andcompliance with laws and regulations pertaining to environmental concerns, pensions or other regulated activities; (xx) natural disasters, acts of war,riots or terrorism and the impact of these occurrences or acts on economic, financial, manufacturing and social conditions, including, without limitation,with respect to supply chains or customer demand, in the countries where the company operates; and (xxi) the timing and occurrence (or non-occurrence)of transactions and events which may be subject to circumstances beyond the control of the company. Additional information regarding these risk factorsand uncertainties is detailed from time to time in the company’s SEC filings, including but not limited to its report on Form 10-K. The company does notundertake any obligation to publicly disclose revisions or updates to any forward-looking statements.

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Tenneco Strengths

TRACK RECORDProfitable Growth

EXPECT TO CONTINUE OUTGROWING END MARKETSCriteria Pollutant

RegulationAdvanced Ride

Performance Technology

Solid Execution

5-year record of Value-Add AdjustedEBIT Margin Improvement

Aftermarket

CLEAR STRATEGIC VISION

STRONG UNDERLYING BUSINESS

COMMITMENT TO FINANCIAL STRENGTH

20142013201220112010

6.6%7.2%

7.8%8.2%

8.9%

2006 2014 2010 2011 2012 2013 2014See slide 7 for further discussion

Partnering with the world’s leading OE and aftermarket customers

2014 Revenue – $8.4 Billion

72% Light Vehicle Customers13% Commercial Truck, Off-Hwy & Other Customers15% Aftermarket Customers

69% Clean Air31% Ride Performance

49% North America36% Europe, South America & India15% Asia Pacific

PRODUCT LINES GEOGRAPHY

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Tenneco at a Glance

Clear Strategic Vision

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A COMMON FOUNDATION

CLEAN AIR• Global regulatory expertise• Foundation in core sciences• Total systems integration• Cost-effective global market solutions

- Light vehicle- Commercial vehicle- Large engines

• China specific solutions• Large platform lifecycle services

RIDE PERFORMANCE• Product cost leadership

• Superior functionality

• Advanced technology

• Vehicle dynamics / integrated systems expertise

• NVH solutions provider

• Leading aftermarket brands

Healthier Lives Superior Driving Experience

A COMMON FOUNDATION

Operational Excellence

FinancialStrength

• Safety and quality

• Tenneco Manufacturing System

• Global business processes/capabilities

• Optimized global footprint

• Strategic supplier partnerships

• Earnings growth

• Cash flow

• EVA

• Balance sheet strength

PROFITABLEGROWTH

SharedValues

• Accountability

• Health & Safety

• Innovation

• Integrity

• Passion and a Sense of Urgency

• Perseverance

• Results Oriented

• Teamwork

• Transparency

• Trust

STRATEGIC IMPERATIVES

Our Commitments: Customers’ Success • Shareholder Value • Employee Engagement • Sustainability

Our Markets: Light Vehicle • Commercial Vehicle • Aftermarket • Locomotive • Marine • Stationary

One Business – Two Product Lines

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CLEAN AIR RIDE PERFORMANCE

$ in Millions

* Value-add Revenue is total revenue less substrate sales. See slides 39 and 40 for further explanation.

$ in Millions

Pioneering global ideas for cleaner air and smoother, quieter and safer transportation

2014 2014

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Track Record of Solid Execution, Profitable Growth and Value Creation

Averaging mid-teen incrementals on adjusted value-add EBIT margin since 2010

* Value-add Revenue is total revenue less substrate sales. See slide 38 for further explanation.

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History of Outpacing Industry Production

* Source: IHS Automotive Dec.’15 light vehicle production in Tenneco regions, Power Systems Research (PSR) global commercial truck and bus production and PSR off-highway engine production in North America and Europe.** Engine out requirement, no aftertreatment required

Emissions regulationsdriving higher

technology content

Industry Production*(Units in Millions)

Tenneco Revenue($ in Billions)

Key Growth Drivers• Emissions regulations 2006 2014

– Light vehicle US Tier 1/Tier 2 Tier 2Europe Euro 4 Euro 6China NS 2, Beijing 3 NS 4, Beijing 5Brazil Euro 2/Euro 3 Euro 5

– Commercial truck and bus US US 04 US 10Europe EU IV Euro VIChina NS II, Beijing III NS IVBrazil EU III Euro V

– Off-highway equipment US Tier 2/Tier 3** Tier 4fEurope Stage 2/Stage 3A** Stage 4

• China growth 22.5% revenue CAGR (2006-2014)

Outgrowing market bymore than 3 points since 2006

Strength: Global Manufacturingand Engineering Footprint

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Customers need suppliers with strong global capabilities

Strength: Balanced Customer Mix

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15.4%

13.0%

7.9%

6.3%

4.7%

4.3%

3.8%

3.6%

2.9%

2.6%

2.0%

2.0%

1.7%

1.5%

1.4%

1.3%

1.2%

1.1%

1.0%

0.9%

As a % of Total 2014 Revenue

▲

▲

▲

LV Customer Commercial Truck, AM CustomerOff-Hwy & Other Customer

▲

Strength: Balanced Platform Mix

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As a % of Total 2014 Revenue

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Tim JacksonChief Technology Officer

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Light Vehicle Powertrains

ICE expected to continue as dominant powertrain well into the futureSource: IHS Automotive, December 2015 * Includes Start/Stop ICE

“ The Energy Information Administration’s 2014 Annual Energy Outlook forecasts that even by the year 2040, over 99% of all highway transportation vehicles sold will still have ICEs [Internal Combustion Engines]”US Department of Energy, Quadrennial Technology Review 2015

Global Light Vehicles (M

illions)

Diesel

GDI gasoline*

PFI gasoline*

Fuel cell & electricAlternative fuels

Diesel hybrid

GDI hybrid

PFI hybrid

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Looking Forward –Powertrain Mix in 2027

GDI + GDI Hybrid is the leading technology in 2027 with 48% share, requiring 3 way catalyst, gasoline particulate filters (GPF), and advanced thermal management

– PFI + PFI Hybrid are an additional 31% share

US Tier 3 is fully in effect by 2027, requiring an average 81% reduction in NOx + NMOG compared to 2015 fleet average

EU Real Driving Emissions and US Tier 3 will require compact mixing and high efficiency SCR for diesel

Source: IHS Automotive, December 2015

2027

115 million light vehicles worldwide

Tenneco products offer emissions solutions to 98% of powertrain applications in 2027 and beyond

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• Powertrain – GDI, Diesel, Hybrid

• Engine efficiency enhancements – boosting, variablevalve timing, cylinder deactivation, idle start/stop

• Friction reduction and aerodynamic improvement

• Improved aftertreatment efficiency

• Vehicle mass reduction

• Waste heat recovery

• Catalytic and diesel oxidation converters

• Diesel particulate filters

• Selective catalytic reduction

• Urea dosing system

• Fuel vaporizers

• Gasoline particulate filters

Balance of engine, aftertreatment and fuel achieves emissions reduction

Criteria Pollutants CO2 EmissionsCO HC NOx PM PN NMOG

Since Clean Air Act in 1968, regulators have reduced allowable levels to counter harmful

effects of by-products of carbon-based energy combustion

Improved fuel efficiency drives CO2 emissions reduction

Light Vehicle Emissions Regulations

Global Emissions Regulations Driving Growth

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* Phased in ** Estimated date *** Possible harmonization with Stage 5LV - Light Vehicles CTrk - Commercial Trucks Off-Hwy - Off-Highway Vehicles

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Clean Air Technology Roadmap2012 2013 2014 2015 2016 2017 2018-2020 2021-2025

CriteriaPollutants

Hydrocarbon LeanNOx Catalyst(ethanol reductant)······························T.R.U.E.-Clean®

Mini······························Multiwrap Converter Mat

Euro VI CTrk On-Road Aftertreatment System·································Stationary Engine Aftertreatment·································Common Rail UreaDosing System·································Tier 4 Locomotive Aftertreatment·································Natural Gas Aftertreatment

Gasoline Particulate Filter·································Retrofit Marine Aftertreatment System·································Air-Assisted Dosing System·································China Low-Cost SCR System·································Large 24″ Diameter SCR·································XNOx Gen 3

Large Engine TurnkeySCR System·································Large Engine Urea Dosing (<3 MW)·································Large Engine Soot Blower

XNOx Gen 4·································Low Pressure EGRValve·································Mixers for CompactDesigns·································Advanced Controls for SCR Coated DPF·································Large Engine Air Assisted Lance forUrea injection

Gaseous AmmoniaGenerator································High PerformanceSCR Mixer································Large Engine Urea Dosing (<10 MW) ································EURO VI+ CTrk Aftertreatment System

XNOx Next GEN······························Active Diesel Thermal Management······························HC-LNC (ULSD reductant)······························Low Pressure EGR / cGPF······························Ultra High EfficiencySCR System······························Selective NOx Adsorber (SNA)

Low Temp deNOxCatalyst·····························Alternative SCR·····························Advanced DieselAftertreatmentControls with OBD

Fuel Economy /GreenhouseGases

Fabricated Manifold······························Low BackpressureValve Muffler

Integrated Manifold & Turbocharger·································China Low-Cost Light Vehicle System·································E-Valve for CylinderDeactivation

Waste Heat Recovery – Heat-2-Heat (HEX)

CTrk Fabricated Manifold································Ultra Lightweight Aftertreatment System

Waste Heat Recovery – OrganicRankine Cycle······························CTrk Modular E-Valve······························Natural Gas Aftertreatment System for Methane Slip

Waste Heat Recovery – ThermoelectricGenerator (TEG)·····························Waste Heat Recovery – ThermoacousticConverter (TAC)

Acoustics Low BackpressureValve Muffler

E-Valve for Acoustics Software-based Signature Sound System·································Exhaust Isolator Cartridge Mount·································Mini Shear Hub Exhaust Isolator·································Modular Coulomb Exhaust Damper

Next Gen ExhaustIsolators

Next Gen High Performance Acoustic Valve

Modular Acoustic E-Valve

Active Noise Cancellation

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New Light Vehicle Regulations –Additional Tenneco Content

U.S. Fed Tier 3Fleet Average (NMOG + NOx)

Euro-6c / Real Driving Emissions (RDE)Particulate Number and Conformity Factor

Additional content required• Combined NOx+NMOG reduction of 80%-91%

• Significantly improved cold start emissions

• Same tailpipe limits for diesel and gasoline light vehicles

Additional content required• Particulate number (PN) requirement

• RDE test cycles requiring more efficient systems and improved transient emissions performance

• Improved on-board diagnostics (OBD-II)

$72 / vehicle = EPA cost estimate Estimated $1.4 billion annualized

additional available market by 2025

Tenneco estimates similar cost impactas U.S. Fed Tier 3

mg/mi per FTP pespes

3

2

1

0Current 20162016 2017 2018 2019 2020 2021 2022

0.6

Particulate num

ber P

Nx10

^12

Conformity fa

ctor

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Gregg SherrillChairman and CEO

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Ride PerformanceSuperior Driving Experience

Strategic Imperatives

Product cost leadership

• Superior functionality

• Advanced technology

• Vehicle dynamics / integrated systems expertise

• NVH solutions provider

• Leading aftermarket brands

Tenneco manufactures more than 90 million shocks and struts annually

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2012 2013 2014 2015 2016 2017 2018 2019

Product Cost Leadership

Thin Wall Lightweight Monotube

Aluminum Dual Tube Seat Damper

Best Cost CVSA Shock

RV+ (New GlobalRod-Displaced Valving)

HD LCV Strut Ultra Low CostDamper

SuperiorFunctionality

Thin Wall Lightweight Monotube

CVS Double Path Mount (Cab Shock)································Improved Monotube(Low Temperature) ································Global Hydraulic Rebound Stop································New Double Tube Base Valve································Global BOCS Valve································Lightweight Heavy-Duty Torque Rods································Lightweight Top Mounts

Frequency Dependent Damping (FDD)* Valving System······························New CVS 45mmShock······························Plastic Spring Seat (for Struts)······························Exhaust Isolator Cartridge Mount·································Mini Shear Hub Exhaust Isolator·································Modular Coulomb Exhaust Damper

RV+ (New GlobalRod-Displaced Valving)·····························MTV+ (ImprovedMTV Valve)·····························Comfortmax Monotube·····························Controlled TorqueTM

Spring and Shackle Bushings

Aluminum DualTube AutomotiveDamper····························HydroelasticTM

Subframe Mounts····························CTrk HydroelasticTM

Cab Mount····························Next Gen ExhaustIsolators

Adaptive TopMounts·····························Decoupled HydroelasticTM

Mounts

Lightweight LVElastomer NVH Solutions·····························Lightweight CTrkElastomer NVH Solutions

AdvancedTechnology

CVSA2/Kinetic®

with hydraulic leveling····························CVSA2 ExternalValve····························Gen2 HydroelasticTM

Body Mount

Motorbike Electronic Shocks

Dual Valve Semi-active Damper

RC1 & RC2 (Uni- &Bi-directional ridecomfort)·····························Integrated HeightValve (for Cab)·····························Dual Mode Damper·····························Smart Damper forAftermarket·····························NVH System Analysis Tools

Semi-active Internal Valve····························Low-Cost Load &Aero Leveling····························DRiV® Digital Valve

ACOCAR® ActiveSuspension System·····························Smart Actuator forPassenger Car

Intelligent Suspension Systemwith Vision····························CVSA Next Generation

Air SuspensionNext Generation

* Valves purchased from Koni B.V.

Advanced Ride Performance Technology

ACOCAR® – Active suspension with ultimate comfort and excellent handling

CVSA2/Kinetic®– Independent corner control, active roll control • In production on the McLaren 650S, P1

CVSA2 – Superior handling or ultimate comfort, based on lightweight technology

Continuously Variable Semi-Active Suspension (CVSA)Excellent combination of handling and ride comfort

DRiV® Digital Valve – Smart actuators; no dedicated ECU required

Dual Mode Damper – Low cost two mode adjustable ride

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Advanced technologies for all market segments

Fully-activeDamping

Scalable Architecture

AdjustableDamping

Semi-activeDamping

MAR

KET SE

GMEN

TS

• Powerful global brands and expertise in marketing and distribution

Stable, countercyclical business with strong margins and cash flow

• Leveraging knowledge and capabilities as car parc grows in new regions

#1 Ride Performance#1 Ride Performance

#1 Ride Performance

#1 Clean Air#1 Clean Air

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Leading Aftermarket Brands

4

Aftermarket Vehicles in Operation by Region

United States, 272

Canada, 26

Mexico, 25

Brazil, 54

Argentina, 13

Rest of Americas, 17

Western Europe, 227

Eastern Europe, 60

Russia, 45

South Africa, 8

China, 263

Japan, 65

India, 44

Australia, 18

Rest of A/P, 205

Average Age 4.5 years

Average Age 10.9 years

Western & Eastern Europe Average Age 9.3 years

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etfftA Vtekrmare in Oslehice V Ve ion bytarpe in O gion e Rion by gion Bubbles: 2020 car parc volume in millions 2020 Vehicles in Operation: 1.3 billion

By 2020, the Americas, Europe,China and India will account for 77% of the 1.3 billion vehicles in operation

North America322 million

Europe, South America, South Africa and India468 million

Asia-Pacific & Middle East551 million

Source: Frost & Sullivan

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Aftermarket Opportunity in Growing Regions

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2016 - 2018 Revenue Outlook at Constant Currency

Expect 2016 total revenue growth of 5%

Revenue growth outpacing market

2016 Assumptions 3% Industry Production Includes:

2016 Currency Sensitivity

• Further weakening in off-highway volumes

• Continued weak commercial truck production in China and Brazil

• China commercial truck aftertreatment installationrate similar to 2015

Impactvs. 2015 Euro RMB Real

– $1.10 $0.159 $0.300

(2.5%) $1.05 $0.152 $0.250

(5%) $1.00 $0.144 $0.200

* IHS Automotive December 2015 light vehicle production forecast inthe regions where Tenneco operates, Power Systems Research(PSR), January 2016 forecast global commercial truck and buses,PSR off-highway engine production in North America and Europe, and Tenneco estimates.

Expect accelerated growth in 2017 and 2018 as new light vehicle regulations start to phase-in

Tenneco Total Revenue OutgrowthIndustry Production*

See slide 32 for further key assumptions related to our revenue projections.

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Delivering Growth Exceeding Industry Production in 2016

Light Vehicle Revenue Drivers– Incremental Clean Air revenue from 2015 new launches with Daimler, Jaguar LandRover,

Porsche, GM and Nissan, and from new platform launches in 2016, including with Jaguar LandRover, GM, VW and Ford

– Incremental revenue from MONROE® Intelligent Suspension programs with four new launches in 2016 and the benefit from the continued ramp up on programs launched in 2015, including the Volvo XC90

Commercial Truck and Off-Highway Revenue Drivers– Benefit from mid-year 2015 launches with Kubota and a North America

medium-duty commercial truck

– Remaining content additions for 2015 off-highway Tier 4f and Stage 4 regulations in North America and Europe

– Increasing market share with commercial truck customers in China

– Initial launches with India commercial truck customers as BS IV begins in 50 cities

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Leverage Target Allows Growth Opportunity in a Cyclical Business* Including noncontrolling interests. Reconciliations to U.S. GAAP included at end of presentation.

Target OperatingLeverage ~1x

** In April 2015, the FASB issued Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated liability. Tenneco adopted this standard for the first quarter of 2015 and applied retrospectively to 2014. The balance for unamortized debt issuance costs was $14 million at December 31, 2014.

**

$ Millions

Balance Sheet Strength

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1. Fund organic growth

2. Restructuring activities to improve cost competitiveness

3. Balance sheet strength consistent with target leverage ratio of 1x

4. Strategic opportunities– Core sciences foundation, technology, customer,

geographic and aftermarket growth opportunities

5. Capital returns to shareholders– Share repurchases from free cash flow after all

other investing & strategic needs are satisfied

– Total authorization of $550 million to repurchaseshares; $158 million completed through September 30, 2015

– Repurchased 5.1 million shares or 8% of shares outstanding since 2011

TEN averaged 5.3% over the past 7 years

Working Capital(Receivables + Inventory - Payables) as a % of Revenue

TEN averaged 3.3% over the past 7 years

Capital Expendituresas a % of Revenue

Capital Allocation Priorities to Drive Shareholder Value

A track record of solid execution, profitable growth and value creation– Growth outlook continues to outpace market– Expect continued margin improvement

Strong underlying business with clear strategic vision supported by:– Balanced market segment, customer and platform mix – Large and growing global footprint– Robust operational and engineering capabilities

Three key drivers to outgrow end market:– Increasing regulation of criteria pollutant emissions– Increasing demand for advanced ride performance technology – Increasing demand for aftermarket products, especially in growing markets

Demonstrated commitment to generating cash flow for growth investment, balance sheet strength and shareholder returns

A strong, experienced executive team

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XA Compelling Investment

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IndiaCommercial Truck• Daimler Trucks• Customer C• Mahindra• MAN Trucks India (MTI)• Tata Motors• Customer D

Off-Highway• AGCO• Caterpillar/Perkins • Deere • Deutz • MAN • Scania

ChinaCommercial Truck• China National

Heavy-Duty Truck Co. • Dalian Diesel• FAW • JND• Shanghai Diesel

Engine Co. • Weichai • YuChai

BrazilCommercial Truck• Daimler Trucks • IVECO• MAN • MWM (Navistar subsidiary)

• Scania

North AmericaTruck• Chrysler (3/4 ton +)• GM (3/4 ton +)• Ford (3/4 ton +)• Customer A (Commercial)• Navistar (Commercial)

EuropeCommercial Truck• Daimler Trucks • Scania • Customer B

Off-Highway• Caterpillar/Perkins • Deere

South Korea

Commercial Truck• Bus manufacturer –

Exported from MWM in Brazil

Japan

Off-Highway• Caterpillar/Perkins –

Exported from N. America

• Kubota

Appendix:Commercial Truck and Off-Highway Diesel Aftertreatment Customers

Tenneco’s revenue projections are as of January 2016. Revenue assumptions are based on projected customer productionschedules, IHS Automotive December 2015 forecasts and Power Systems Research January 2016 forecasts.

In addition to the information set forth on this slide and slide 25, Tenneco’s revenue projections are based on the type of information set forth under “Outlook” in Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as set forth in Tenneco’s Annual Report on Form 10-K for the year ended December 31, 2014. Pleasesee that disclosure for further information. Key additional assumptions and limitations described in that disclosure include:

• Revenue projections are based on original equipment manufacturers’ programs that have been formally awarded to the company; programs where the company 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.

• Revenue projections are based on the anticipated pricing of each program over its life.

• Revenue projections assume a fixed foreign currency value. This value is used to translate foreign business to theU.S. dollar.

• Revenue projections are subject to increase or decrease due to changes in customer requirements, customer and consumer preferences, the number of vehicles actually produced by our customers, pricing and foreign currency.

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Tenneco’s Revenue Projections

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• Use of Non-GAAP Financial InformationIn addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included in this presentation, the company has provided information regarding certain non-GAAP financial measures. These measures include Earnings Before Interest Expense, Income Taxes, Noncontrolling Interests and Depreciation and Amortization (“EBITDA*”), Net Debt, Working Capital, Value-Add Revenue, Adjusted EBITDA*, and Adjusted Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests (“Adjusted EBIT”).

Reconciliations of these non-GAAP financial measures to the comparable GAAP measure are included in this presentation.

* Including noncontrolling interests.

Financial Results Disclaimer

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2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000

Net income (loss) attributable toTenneco Inc. $ 226 $ 183 $ 275 $ 157 $ 39 $ (73) $ (415) $ (5) $ 49 $ 56 $ 9 $ 25 $(189) $(131) $ (41)

Cumulative effect of change in accounting principle, net of income tax - - - - - - - - - - - - 218 - -

Net income attributable tononcontrolling interests 44 39 29 26 24 19 10 10 6 2 4 6 4 1 2

Income tax expense (benefit) 131 122 19 88 69 13 289 83 5 26 (21) (6) (6) 50 (27)

Interest expense(net of interest capitalized) 91 80 105 108 149 133 113 164 136 133 178 146 140 170 188

EBIT, earnings before interest expense, income taxes & noncontrolling interests(GAAP measure) 492 424 428 379 281 92 (3) 252 196 217 170 171 167 90 122

Depreciation & amortizationof other intangibles 208 205 205 207 216 221 222 205 184 177 177 163 144 153 151

EBITDA* $ 700 $629 $ 633 $ 586 $497 $ 313 $ 219 $457 $ 380 $ 394 $347 $334 $ 311 $ 243 $ 273

$ Millions, Unaudited

EBITDA* represents earnings before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA* is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA* calculation, however, are derived from amounts included in the historical statements of income. In addition, EBITDA* should not be considered as an alternative to net income 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* because it regularly reviews EBITDA* as a measure of the company’s performance. In addition, Tenneco believes that its security holders utilize and analyze its EBITDA* for similar purposes. Tenneco also believes EBITDA* 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* measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.


EBITDA* –Reconciliation of Non-GAAP Results

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2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000

EBITDA* $ 700 $629 $ 633 $ 586 $ 497 $313 $219 $ 457 $380 $394 $ 347 $ 334 $ 311 $ 243 $ 273 Adjustments (reflect non-GAAP(1)

measures): Restructuring & related expenses 48 78 13 8 14 17 40 25 27 12 40 8 2 51 61

Environmental reserve - - - - - 5 - - - - - - - - -

Pension/post retirement charges 32 - - - 6 - - - - - - - - - -

Bad debt charge 4 - - - - - - - - - - - - - -

New aftermarket customer changeover costs - - - - - - 7 5 6 10 8 - - - -

Pullman recoveries - - (5) - - - - - - - - - - - -

Goodwill impairment - - - 11 - - 114 - - - - - - - -

Reserve for receivables from former affiliate - - - - - - - - 3 - - - - - -

Change to defined contribution pension plan - - - - - - - - (7) - - - - - -

Consulting fees indexed to stock price - - - - - - - - - - 4 - - - -

Gain on sale of York - - - - - - - - - - - - (11) - -

Other non-operational items - - - - - - - - - - - - 2 4 4

Adjusted EBITDA* (non-GAAP financial measure)(2)

$784 $707 $641 $605 $ 517 $335 $380 $ 487 $409 $416 $ 399 $ 342 $ 304 $ 298 $ 338

(1) Generally Accepted Accounting Principles(2) Tenneco presents the above reconciliation of non-GAAP results in order to reflect the results for full years 2000 through 2014 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. 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 measure 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.* Including noncontrolling interests.


Adjusted EBITDA* –Reconciliation of Non-GAAP Results

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Note: We present debt net of cash balances because management believes it is a useful measure of our credit position and progress toward reducing leverage. The calculation is limited in that we may not always be able to use cash to repay debt on a dollar-for-dollar basis.


** In April 2015, the FASB issued Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated liability. Tenneco adopted this standard for the first quarter of 2015 and applied retrospectively to 2014. The balance for unamortized debt issuance costs was $14 million at December 31, 2014.

2014** 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000

Total debt $1,115 $1,102 $1,180 $1,224 $1,223 $1,220 $ 1,451 $1,374 $1,385 $1,383 $1,421 $1,430 $ 1,445 $1,515 $ 1,527

Total cash 285 280 223 214 233 167 126 188 202 141 214 145 54 53 35

Debt net of cash balances 830 822 957 1,010 990 1,053 1,325 1,186 1,183 1,242 1,207 1,285 1,391 1,462 1,492

Adjusted EBITDA* $ 784 $ 707 $ 641 $ 605 $ 517 $ 335 $ 380 $ 487 $ 409 $ 416 $ 399 $ 342 $ 304 $ 298 $ 338

Ratio of net debt to adjusted EBITDA* 1.1x 1.2x 1.5x 1.7x 1.9x 3.1x 3.5x 2.4x 2.9x 3.0x 3.0x 3.8x 4.6x 4.9x 4.4x


Net Debt /Adjusted EBITDA* –Reconciliation of Non-GAAP Results

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2014 2013 2012 2011 2010 2009 2008

Receivables $ 1,088 $ 1,060 $ 986 $ 980 $ 826 $ 596 $ 574

Inventory 688 656 667 592 547 428 513

Less: Payables 1,372 1,359 1,186 1,171 1,048 766 790

Working Capital $ 404 $ 357 $ 467 $ 401 $ 325 $ 258 $ 297

Revenue $ 8,420 $ 7,964 $ 7,363 $ 7,205 $ 5,937 $ 4,649 $ 5,916

Percentage of Revenue 4.8% 4.5% 6.3% 5.6% 5.5% 5.5% 5.0%

Tenneco presents the above reconciliation for purposes of computing working capital as a percentage of revenue. We include total receivables, inventory and payables in the calculation as these are the components of working capital that we have the most direct control over and because they are most closely related to the cash flow performance of our operations.

Working Capital as a Percentage of Revenue –Reconciliation of Non-GAAP Results

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Adjusted EBIT as a Percentage of Value-Add Revenue – Reconciliation of Non-GAAP Results

$ Millions 2014 2013 2012 2011 2010 2009 2008 2007 2006Ride Performance revenue $ 2,609 $ 2,520 $ 2,437 $ 2,444 $ 2,112 $ 1,730 $ 1,938 $ 1,853 $ 1,706

Clean Air revenue $ 5,811 $ 5,444 $ 4,926 $ 4,761 $ 3,825 $ 2,919 $ 3,978 $ 4,331 $ 2,976

Total revenue $ 8,420 $ 7,964 $ 7,363 $ 7,205 $ 5,937 $ 4,649 $ 5,916 $ 6,184 $ 4,682

Less: Substrate sales 1,934 1,835 1,660 1,678 1,284 966 1,492 1,673 927

Value-add revenues (1) $ 6,486 $ 6,129 $ 5,703 $ 5,527 $ 4,653 $ 3,683 $ 4,424 $ 4,511 $ 3,755

EBIT $ 492 $ 424 $ 428 $ 379 $ 281 $ 92 $ (3) $ 252 $ 196

Adjustments (reflect non-GAAP (2) measures)

Restructuring and related expenses 49 78 13 8 19 21 40 25 27

Pullman recoveries - - (5) - - - - - -

Asset impairment charge - - 7 - - - - - -

Goodwill impairment - - - 11 - - 114 - -

Bad debt charge 4 - - - - - - - -

Pension/post retirement charges 32 - - - 6 - - - (7)

Environmental reserves - - - - - 5 - - -

New aftermarket customer changeover costs - - - - - - 7 5 6

Reserve for receivables from former affiliate 3

Adjusted EBIT (non-GAAP Financial Measures) (3) $ 577 $ 502 $ 443 $ 398 $ 306 $ 118 $ 158 $ 282 $ 225

Adjusted EBIT as a % of value-add revenue (4) 8.9% 8.2% 7.8% 7.2% 6.6% 3.2% 3.6% 6.3% 6.0%

(1) 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 Tennecooriginal 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 this factor.Tenneco believes investors find this information useful in understanding period to period comparisons in the company’s revenues.

(2) Generally Accepted Accounting Principles(3) 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 theongoing 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 adjusted EBIT as a percentage of value-add revenue to assist investors in evaluating the company’s operational performance without the impact of substrate sales.

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(1) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occurwhen, 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. WhileTenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact.


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 calculationis 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 utilizingboth 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.


$ Millions 2014 2013 2012 2011 2010

Total revenue $ 5,811 $ 5,444 $ 4,926 $ 4,761 $ 3,825

Less: Substrate sales 1,934 1,835 1,660 1,678 1,284

Value-add revenues (1) $ 3,877 $ 3,609 $ 3,266 $ 3,083 $ 2,541

EBIT $ 397 $ 370 $ 327 $ 298 $ 217


Restructuring and related expenses 17 11 7 5 7

Goodwill impairment - - - 1 -

Bad debt charge 4 - - - -

Pension/post retirement charges - - - - 4

Adjusted EBIT (non-GAAP Financial Measures) (3) $ 418 $ 381 $ 334 $ 304 $ 228

Adjusted EBIT as a % of value-add revenue (4) 10.8% 10.6% 10.2% 9.9% 9.0%

Adjusted EBIT as a Percentage of Value-Add Revenue –Clean Air Division – Reconciliation of Non-GAAP Results

$ Millions 2014 2013 2012 2011 2010

Total revenue $ 2,609 $ 2,520 $ 2,437 $ 2,444 $ 2,112

Less: Substrate sales - - - - -

Value-add revenues (1) $ 2,609 $ 2,520 $ 2,437 $ 2,444 $ 2,112

EBIT $ 219 $ 139 $ 168 $ 139 $ 145


Restructuring and related expenses 28 65 6 3 12

Pullman recoveries - - (5) - -

Asset impairment charge - - 7 - -

Goodwill impairment - - - 10 -

Pension/post retirement charges 1 - - - 2

Adjusted EBIT (non-GAAP Financial Measures) (3) $ 248 $ 204 $ 176 $ 152 $ 159

Adjusted EBIT as a % of value-add revenue (4) 9.5% 8.1% 7.2% 6.2% 7.5%

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(1) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occurwhen, 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. WhileTenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact.


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 calculationis 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 utilizingboth 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.


Adjusted EBIT as a Percentage of Value-Add Revenue –Ride Performance Division–Reconciliation of Non-GAAP Results

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