Tenneco Reports Second Quarter 2017 Results

Record-high second quarter revenue, outpacing industry production
Double-digit growth in commercial truck and off highway revenue
Returned $57 million to shareholders through share repurchases and dividends
Company raises full-year revenue outlook

Tenneco Inc. (NYSE: TEN) reported a second quarter net loss of $2 million, or 3-cents per diluted share, which includes adjustments of $104 million after tax. Second quarter 2016 net income* was $84 million, or $1.46 per diluted share. Adjusted net income increased to $102 million, or $1.90 per diluted share, versus $100 million or $1.75 per diluted share last year.*

Revenue

Second quarter revenue was $2.317 billion, up 5% year-over-year, driven by growth in both the Ride Performance and Clean Air product lines.

On a constant currency basis, total second quarter revenue increased 6%, outpacing flat industry production.** Record high revenue in the quarter reflects a 5% increase in light vehicle revenue on the strength of the company’s global platform position. Commercial truck revenue increased 26%, outpacing industry growth of 4%**, with increases in all regions. Off-highway and specialty revenue improved 8% year-over-year on higher volumes in Europe and Japan, with North America revenue steady versus last year. Global aftermarket revenue was roughly flat versus last year.

In constant currency, value-add revenue increased 6% versus last year, and included 6% increases in both Ride Performance and Clean Air revenues.

Adjusted second quarter 2017 and 2016 results

(millions except per share amounts) Q2 2017 Q2 2016*

EBITDA ♦

EBIT

Net incomeattributable toTenneco Inc.

Per Share

EBITDA ♦

EBIT

Net incomeattributable toTenneco Inc.

Per Share Earnings Measures $ 83 $ 28 $ (2 ) $ (0.03 ) $ 225 $ 173 $ 84 $ 1.46 Adjustments (reflects non-GAAP measures): Restructuring and related expenses 16 17 16 0.30 5 5 4 0.06 Antitrust settlement accrual 132 132 85 1.60 - - - - Warranty settlement 7 7 5 0.08 - - - - Gain on sale of unconsolidated JV (5 ) (5 ) (4 ) (0.08 ) - - - - Costs related to refinancing - - 1 0.02 - - 10 0.18 Net tax adjustments - - 1 0.01 - - 2 0.05 Non-GAAP earnings measures $ 233 $ 179 $ 102 $ 1.90 $ 230 $ 178 $ 100 $ 1.75

♦ EBITDA including noncontrolling interests (EBIT before depreciation and amortization)

In addition to the items set forth above, the tables at the end of this press release reconcile GAAP to non-GAAP results.

EBIT and EBIT Margin*

Second quarter EBIT (earnings before interest, taxes and noncontrolling interests) was $28 million, versus $173 million last year. Adjusted EBIT rose to $179 million. Excluding a negative currency impact of $8 million, adjusted EBIT was $187 million.

Tenneco EBIT as a percent of revenue was 1.2%. Adjusted EBIT as a percent of value-add revenue was 10.1%. Excluding a 30 basis point currency headwind, adjusted EBIT as a percent of value-add revenue was 10.4%.

EBIT results reflect strong light vehicle volumes, higher commercial truck and off-highway revenues, and the timing of commodity cost recoveries and other offsets.

Second quarter EBIT margin

Q2 2017 Q2 2016* EBIT as a percent of revenue 1.2% 7.8% EBIT as a percent of value-add revenue 1.6% 10.2% Adjusted EBIT as a percent of revenue 7.7% 8.0% Adjusted EBIT as a percent of value-add revenue 10.1% 10.5%

Cash

Cash generated by operations in the quarter was $119 million, compared with $132 million a year ago, driven by increased use of cash for components of working capital. Year to date, cash generated by operations was $110 million, a 7% increase versus last year.

During the quarter, Tenneco repurchased 783,800 shares of common stock for $44 million, and paid a dividend of 25-cents per share, for $13 million.

OUTLOOK

Third quarter 2017

In the third quarter, Tenneco expects year-over-year revenue growth of approximately 7% on a constant currency basis, outpacing estimated light vehicle industry production growth** by 5 percentage points. The company anticipates minimal currency impact on the year-over-year revenue comparison in the third quarter, based on exchange rates at the end of the second quarter.

The company’s organic revenue growth is expected to be driven by Ride Performance and Clean Air content on top-selling light vehicle platforms globally; strong double digit growth in commercial truck and off-highway revenue; and a steady contribution from the global aftermarket.

Full Year 2017

Tenneco announced an increase to its full-year revenue growth outlook. On a constant currency basis, the company now expects year-over-year revenue growth of 6%, outpacing estimated light vehicle industry growth by 5 percentage points.

The company expects second-half 2017 value add adjusted EBIT margins to be in line with the prior year second half.

Tenneco updated its anticipated tax rate, and now expects a tax rate between 27-28% for 2017, due to continued optimization of the global business structure.

“We’re pleased with our year-to-date results, including revenue growth, strong earnings, and improved cash performance,” said Brian Kesseler, Tenneco CEO. “As a result of the strong outlook for both our light vehicle and commercial truck and off-highway revenues, we are raising our full-year revenue outlook and expect to outpace industry production by five percentage points. With these results and multiple and diverse core growth drivers, we are confident in our ability to continue accelerating top and bottom line growth.”

*Year-over-year earnings comparisons reflect revisions to prior period financial results for certain immaterial supplier cost reduction payments that Tenneco determined should have been recognized in future periods. Tenneco’s Form 10-Q for the second quarter may reflect further revisions based on Tenneco’s ongoing review of certain supplier payments, but Tenneco does not expect that any such revisions will be material to prior periods.

**Source: IHS Automotive July 2017 global light vehicle production forecast, Power Systems Research July 2017 commercial truck forecast, and/or and Tenneco estimates.

Attachment 1

Statements of Income – 3 Months

Statements of Income – 6 Months

Balance Sheets

Statements of Cash Flows – 3 Months

Statements of Cash Flows – 6 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 – 6 Months

Reconciliation of GAAP to Non-GAAP Earnings Measures – 6 Months

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

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 6 Months

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months and 6 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 6 months

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

Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 6 Months

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

Reconciliation of Non-GAAP Revenue and Earnings Measures – 3 Months and 6 months

CONFERENCE CALL

The company will host a conference call on Friday, July 28, 2017 at 8:30 a.m. ET. The dial-in number is 866-807-9684 (domestic) or 412-317-5415 (international). The passcode is TENNECO. The call and accompanying slides will be available on the financial 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 July 28, 2017 through August 28, 2017. To access this recording, dial 877-344-7529 (domestic) or 412-317-0088 (international). The purpose of the call is to discuss the company’s operations for the second fiscal quarter of 2017, as well as provide updated information regarding matters impacting the company’s outlook. A copy of the press release is available on the financial and news sections of the Tenneco web site.

Tenneco is an $8.6 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 31,000 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 July 28, 2017 webcast, which will be available on the financial section of the Tenneco website at www.investors.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 cost reduction initiatives, and to realize anticipated benefits from these plans;

(x) risk inherent in operating a multi-national company, including economic, exchange rate and political conditions in the countries where we operate or sell our products, adverse changes in trade agreements, tariffs, immigration policies, political stability, and tax and other laws, and potential disruption of production and/or supply;

(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, 2016.

ATTACHMENT 1 TENNECO INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME

Unaudited

THREE MONTHS ENDED JUNE 30, (Millions except per share amounts) 2017 2016* Net sales and operating revenues Clean Air Division - Value-add revenues $ 1,078 $ 1,033 Clean Air Division - Substrate sales 541 519 Ride Performance Division - Value-add revenues 698 660 $ 2,317 $ 2,212 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 1,945 (a) (c) (d) 1,814 (g) Engineering, research and development 36 37 Selling, general and administrative 253 (a) (b) 134 (g) Depreciation and amortization of other intangibles 55 (a) 52 Total costs and expenses 2,289 2,037 Loss on sale of receivables (1 ) (1 ) Other income (expense) 1 (1 ) Total other income (expense) - (2 ) Earnings before interest expense, income taxes, and noncontrolling interests Clean Air Division 114 (a) 131 (g) Ride Performance Division 62 (a) (c) 71 (g) Other (148 ) (a) (b) (d) (29 ) 28 173 Interest expense (net of interest capitalized) 20 (e) 34 (h) Earnings before income taxes and noncontrolling interests 8 139

Income tax expense (benefit)

(7 ) (f) 39 (i) Net income 15 100 Less: Net income attributable to noncontrolling interests 17 16

Net income (loss) attributable to Tenneco Inc.

$ (2 ) $ 84 Weighted average common shares outstanding: Basic 53.5 56.9 Diluted 53.7 57.3

Earnings (loss) per share of common stock:

Basic $ (0.03 ) $ 1.47 Diluted $ (0.03 ) $ 1.46

* Prior period financial results have been revised for certain immaterial supplier cost reduction payments that Tenneco determined should have been recognized in future periods. Tenneco’s Form 10-Q for the second quarter may reflect further revisions based on Tenneco’s ongoing review of certain supplier payments, but Tenneco does not expect that any such revisions will be material to prior periods.

(a) Includes restructuring and related charges of $17 million pre-tax, $16 million after tax or $0.30 per diluted share. Of the amount, $12 million is recorded in cost of sales, $4 million is recorded in selling, general and administrative expenses and $1 million is recorded in depreciation and amortization. $12 million is recorded in the Clean Air Division, $3 million is recorded in the Ride Performance Division and $2 million is recorded in Other. (b) Includes antitrust settlement accrual of $132 million pre-tax, $85 million after tax or $1.60 per diluted share. (c) Includes warranty settlement of $7 million pre-tax, $5 million after tax or $0.08 per diluted share. (d) Includes gain on sale of an unconsolidated JV of $5 million pre-tax, $4 million after tax or $0.08 per diluted share. (e) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per diluted share for costs related to refinancing activities. (f) Includes net tax adjustments of $1 million or $0.01 per diluted share for tax adjustments to prior year estimates. (g) Includes restructuring and related charges of $5 million pre-tax, $4 million after tax or $0.06 per diluted share. Of the amount, $3 million is recorded in cost of sales and $2 million is recorded in selling, general and administrative expenses. $1 million is recorded in the Clean Air Division and $4 million is recorded in the Ride Performance Division. (h) Includes pre-tax expenses of $16 million, $10 million after tax or $0.18 per diluted share for costs related to refinancing activities. (i) Includes net tax adjustments of $2 million or $0.05 per diluted share for tax adjustments to prior year estimates. ATTACHMENT 1 TENNECO INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME

Unaudited

SIX MONTHS ENDED JUNE 30, (Millions except per share amounts) 2017* 2016* Net sales and operating revenues Clean Air Division - Value-add revenues $ 2,162 $ 2,038 Clean Air Division - Substrate sales 1,088 1,029 Ride Performance Division - Value-add revenues 1,359 1,281 $ 4,609 $ 4,348 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 3,874 (a) (c) (d) 3,584 (g) Engineering, research and development 75 76 Selling, general and administrative 401 (a) (b) (e) 281 (g) Depreciation and amortization of other intangibles 107 (a) 106 (g) Total costs and expenses 4,457 4,047 Loss on sale of receivables (2 ) (2 ) Other income (expense) 1 (2 ) (g) Total other income (expense) (1 ) (4 ) Earnings before interest expense, income taxes, and noncontrolling interests Clean Air Division 219 (a) 242 (g) Ride Performance Division 118 (a) (c) 120 (g) Other (186 ) (a) (b) (d) (e) (65 ) 151 297 Interest expense (net of interest capitalized) 35 (f) 52 (h) Earnings before income taxes and noncontrolling interests 116 245 Income tax expense 26 73 (i) Net income 90 172 Less: Net income attributable to noncontrolling interests 31 31 Net income attributable to Tenneco Inc. $ 59 $ 141 Weighted average common shares outstanding: Basic 53.7 57.0 Diluted 54.0 57.4 Earnings per share of common stock: Basic $ 1.10 $ 2.47 Diluted $ 1.10 $ 2.45

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial supplier cost reduction payments that Tenneco determined should have been recognized in future periods. Tenneco’s Form 10-Q for the second quarter may reflect further revisions based on Tenneco’s ongoing review of certain supplier payments, but Tenneco does not expect that any such revisions will be material to prior periods.

(a) Includes restructuring and related charges of $32 million pre-tax, $30 million after tax or $0.55 per diluted share. Of the amount, $23 million is recorded in cost of sales, $7 million is recorded in selling, general and administrative expenses and $2 million is recorded in depreciation and amortization. $22 million is recorded in the Clean Air Division, $7 million is recorded in the Ride Performance Division and $3 million is recorded in Other.

(b) Includes antitrust settlement accrual of $132 million pre-tax, $85 million after tax or $1.59 per diluted share. (c) Includes warranty settlement of $7 million pre-tax, $5 million after tax or $0.08 per diluted share. (d) Includes gain on sale of an unconsolidated JV of $5 million pre-tax, $4 million after tax or $0.08 per diluted share. (e) Includes pension and accelerated restricted stock vesting charges of $11 million pre-tax, $7 million after tax or $0.13 per diluted share. (f) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per diluted share for costs related to refinancing activities. (g) Includes restructuring and related charges of $19 million pre-tax, $17 million after tax or $0.30 per diluted share. Of the amount, $6 million is recorded in cost of sales, $8 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). $1 million is recorded in the Clean Air Division and $18 million is recorded in the Ride Performance Division. (h) Includes pre-tax expenses of $16 million, $10 million after tax or $0.18 per diluted share for costs related to refinancing activities. (i) Includes net tax adjustments of $1 million or $0.01 per diluted share for tax adjustments to prior year estimates. ATTACHMENT 1 TENNECO INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS (Unaudited) (Millions) June 30, 2017 December 31, 2016 * Assets Cash and cash equivalents $ 333 $ 347 Restricted cash 2 2 Receivables, net 1,501 (a) 1,294 (a) Inventories 815 730 Other current assets 311 229 Investments and other assets 439 386 Plant, property, and equipment, net 1,479 1,357 Total assets $ 4,880 $ 4,345 Liabilities and Shareholders' Equity Short-term debt $ 107 $ 90 Accounts payable 1,600 1,496 Accrued taxes 56 41 Accrued interest 13 15 Other current liabilities 513 328 Long-term debt 1,490 (b) 1,294 (b) Deferred income taxes 7 7 Deferred credits and other liabilities 403 407 Redeemable noncontrolling interests 25 41 Tenneco Inc. shareholders' equity 624 579 Noncontrolling interests 42 47 Total liabilities, redeemable noncontrolling interests and shareholders' equity $ 4,880 $ 4,345 June 30, 2017 December 31, 2016 (a) Accounts Receivables net of: Europe - Accounts receivables securitization programs $ 222 $ 160 June 30, 2017 December 31, 2016 (b) Long term debt composed of: Borrowings against revolving credit facilities $ 366 $ 300 Term loan A (Due 2019) 400 270 5.000% senior notes (Due 2026) 500 500 5.375% senior notes (Due 2024) 225 225 Other long term debt (1 ) (1 ) $ 1,490 $ 1,294

ATTACHMENT 1 Tenneco Inc. and Consolidated Subsidiaries Statements of Cash Flows (Unaudited) (Millions) Three Months Ended June 30, 2017 2016* Operating activities: Net income $ 15 $ 100 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization of other intangibles 55 52 Stock-based compensation 2 3 Deferred income taxes (7 ) 9 Loss on sale of assets - 1 Changes in components of working capital- (Inc.)/dec. in receivables (39 ) (19 ) (Inc.)/dec. in inventories (15 ) 2 (Inc.)/dec. in prepayments and other current assets (11 ) (16 ) Inc./(dec.) in payables (8 ) 6 Inc./(dec.) in accrued taxes (40 ) (6 ) Inc./(dec.) in accrued interest 3 (12 ) Inc./(dec.) in other current liabilities 160 - Changes in long-term assets 1 1 Changes in long-term liabilities 2 7 Other 1 4 (a) Net cash provided by operating activities 119 132 Investing activities: Proceeds from sale of assets 3 2 Proceeds from sale of equity interest 9 - Cash payments for plant, property & equipment (90 ) (71 ) Cash payments for software-related intangible assets (6 ) (3 ) Change in restricted cash 1 (1 ) Other (4 ) - Net cash used by investing activities (87 ) (73 ) Financing activities: Cash dividends

(13

) - Issuance of common shares - 4 (a) Purchase of common stock under the share repurchase program (44 ) (41 ) Issuance of long-term debt

136

501 Debt issuance costs on long-term debt (8 ) (8 ) Retirement of long-term debt

) (344 ) Net inc./(dec.) in bank overdrafts (12 ) (2 ) 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

(57

) (168 ) Net inc./(dec.) in short-term debt secured by accounts receivable - (30 ) Distribution to noncontrolling interest partners (33 ) (27 ) Net cash used by financing activities (33 ) (115 ) Effect of foreign exchange rate changes on cash and cash equivalents (7 ) (7 ) Decrease in cash and cash equivalents (8 ) (63 ) Cash and cash equivalents, April 1 341 374 Cash and cash equivalents, June 30 $ 333 $ 311 Supplemental Cash Flow Information Cash paid during the period for interest (net of interest capitalized) $ 16 $ 42 Cash paid during the period for income taxes (net of refunds) 28 37 Non-cash Investing and Financing Activities Period ended balance of payables for plant, property, and equipment $ 51 $ 35

(a) Retrospectively adjusted to reflect the effects of applying the new guidance on stock compensation adopted in Q1 2017. ATTACHMENT 1 Tenneco Inc. and Consolidated Subsidiaries Statements of Cash Flows (Unaudited) (Millions) Six Months Ended June 30, 2017* 2016* Operating activities: Net income $ 90 $ 172 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization of other intangibles 107 106 Stock-based compensation 11 10 Deferred income taxes - 12 Loss on sale of assets 1 1 Changes in components of working capital- (Inc.)/dec. in receivables (176 ) (179 ) (Inc.)/dec. in inventories (60 ) (49 ) (Inc.)/dec. in prepayments and other current assets (68 ) (35 ) Inc./(dec.) in payables 83 62 Inc./(dec.) in accrued taxes (37 ) 9 Inc./(dec.) in accrued interest (2 ) - Inc./(dec.) in other current liabilities 152 (17 ) Changes in long-term assets - 4 Changes in long-term liabilities 7 2 Other 2 5 (a) Net cash provided by operating activities 110 103 Investing activities: Proceeds from sale of assets 6 3 Proceeds from sale of equity interest 9 - Cash payments for plant, property & equipment (193 ) (139 ) Cash payments for software-related intangible assets (12 ) (9 ) Change in restricted cash - (2 ) Other (4 ) - Net cash used by investing activities (194 ) (147 ) Financing activities: Cash dividends

(26

) - Issuance (repurchase) of common shares (3 ) 2 (a) Purchase of common stock under the share repurchase program (60 ) (57 ) Issuance of long-term debt

136

506 Debt issuance costs on long-term debt (8 ) (8 ) Retirement of long-term debt

) (348 ) Net inc./(dec.) in bank overdrafts (9 ) 5 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

25 Net inc./(dec.) in short-term debt secured by accounts receivable 20 (30 ) Distribution to noncontrolling interest partners (33 ) (27 ) Net cash provided by financing activities 69 68 Effect of foreign exchange rate changes on cash and cash equivalents 1 - Increase (Decrease) in cash and cash equivalents (14 ) 24 Cash and cash equivalents, January 1 347 287 Cash and cash equivalents, June 30 $ 333 $ 311 Supplemental Cash Flow Information Cash paid during the period for interest (net of interest capitalized) $ 38 $ 48 Cash paid during the period for income taxes (net of refunds) 43 58 Non-cash Investing and Financing Activities Period ended balance of payables for plant, property, and equipment $ 51 $ 35

(a) Retrospectively adjusted to reflect the effects of applying the new guidance on stock compensation adopted in Q1 2017.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions) Q2 2017 Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total

Net income (loss) attributable to Tenneco Inc.

$ (2 ) Net income attributable to noncontrolling interests 17 Net income 15

Income tax expense (benefit)

(7 ) Interest expense (net of interest capitalized) 20 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 58 $ 33 $ 23 $ 114 $ 38 $ 7 $ 17 $ 62 $ (148 ) 28 Depreciation and amortization of other intangibles 17 11 9 37 9 7 2 18 - 55 Total EBITDA including noncontrolling interests (2) $ 75 $ 44 $ 32 $ 151 $ 47 $ 14 $ 19 $ 80 $ (148 ) $ 83 Q2 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net income attributable to Tenneco Inc. $ 84 Net income attributable to noncontrolling interests 16 Net income 100 Income tax expense 39 Interest expense (net of interest capitalized) 34 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 66 $ 28 $ 37 $ 131 $ 48 $ 10 $ 13 $ 71 $ (29 ) 173 Depreciation and amortization of other intangibles 17 11 6 34 8 7 3 18 - 52 Total EBITDA including noncontrolling interests (2) $ 83 $ 39 $ 43 $ 165 $ 56 $ 17 $ 16 $ 89 $ (29 ) $ 225

(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) Q2 2017 Q2 2016* EBITDA (3) EBIT

Net incomeattributable toTenneco Inc.

Per Share EBITDA (3) EBIT

Net incomeattributable toTenneco Inc.

Per Share Earnings Measures $ 83 $ 28 $ (2 ) $ (0.03 ) $ 225 $ 173 $ 84 $ 1.46 Adjustments (reflect non-GAAP measures): Restructuring and related expenses 16 17 16 0.30 5 5 4 0.06 Antitrust settlement accrual (4) 132 132 85 1.60 - - - - Warranty settlement (5) 7 7 5 0.08 - - - - Gain on sale of unconsolidated JV (6) (5 ) (5 ) (4 ) (0.08 ) - - - - Cost related to refinancing - - 1 0.02 - - 10 0.18 Net tax adjustments - - 1 0.01 - - 2 0.05 Non-GAAP earnings measures $ 233 $ 179 $ 102 $ 1.90 $ 230 $ 178 $ 100 $ 1.75 Q2 2017 Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total EBIT $ 58 $ 33 $ 23 $ 114 $ 38 $ 7 $ 17 $ 62 $ (148 ) $ 28 Restructuring and related expenses - - 12 12 2 1 - 3 2 17 Antitrust settlement accrual (4) - - - - - - - - 132 132 Warranty settlement (5) - - - - 7 - - 7 - 7 Gain on sale of unconsolidated JV (6) - - - - - - - - (5 ) (5 ) Adjusted EBIT $ 58 $ 33 $ 35 $ 126 $ 47 $ 8 $ 17 $ 72 $ (19 ) $ 179 Q2 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total EBIT $ 66 $ 28 $ 37 $ 131 $ 48 $ 10 $ 13 $ 71 $ (29 ) $ 173 Restructuring and related expenses - 1 - 1 1 3 - 4 - 5 Adjusted EBIT $ 66 $ 29 $ 37 $ 132 $ 49 $ 13 $ 13 $ 75 $ (29 ) $ 178

(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.

(4) Charges related to establish a reserve for settlement costs necessary to resolve the company’s antitrust matters globally.

(5) Warranty settlement with customer.

(6) Gain on sale of unconsolidated JV.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions) YTD 2017* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net income attributable to Tenneco Inc. $ 59 Net income attributable to noncontrolling interests 31 Net income 90 Income tax expense 26 Interest expense (net of interest capitalized) 35 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 110 $ 54 $ 55 $ 219 $ 71 $ 13 $ 34 $ 118 $ (186) 151 Depreciation and amortization of other intangibles 32 23 16 71 17 14 5 36 - 107 Total EBITDA including noncontrolling interests (2) $ 142 $ 77 $ 71 $ 290 $ 88 $ 27 $ 39 $ 154 $ (186) $ 258 YTD 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net income attributable to Tenneco Inc. $ 141 Net income attributable to noncontrolling interests 31 Net income 172 Income tax expense 73 Interest expense (net of interest capitalized) 52 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 128 $ 43 $ 71 $ 242 $ 90 $ 4 $ 26 $ 120 $ (65) 297 Depreciation and amortization of other intangibles 32 20 14 66 17 17 6 40 - 106 Total EBITDA including noncontrolling interests (2) $ 160 $ 63 $ 85 $ 308 $ 107 $ 21 $ 32 $ 160 $ (65) $ 403

ATTACHMENT 2

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

Unaudited

(Millions except per share amounts) YTD 2017* YTD 2016* EBITDA (3) EBIT

Net incomeattributable toTenneco Inc.

Per Share EBITDA (3) EBIT

Net incomeattributable toTenneco Inc.

Per Share Earnings Measures $ 258 $ 151 $ 59 $ 1.10 $ 403 $ 297 $ 141 $ 2.45 Adjustments (reflect non-GAAP measures): Restructuring and related expenses 30 32 30 0.55 16 19 17 0.30 Antitrust settlement accrual (4) 132 132 85 1.59 - - - - Warranty settlement (5) 7 7 5 0.08 - - - - Gain on sale of unconsolidated JV (6) (5 ) (5 ) (4 ) (0.08 ) - - - - Pension charges / Stock vesting (7) 11 11 7 0.13 - - - - Costs related to refinancing - - 1 0.02 - - 10 0.18 Net tax adjustments - - - - - - (1 ) (0.01 ) Non-GAAP earnings measures $ 433 $ 328 $ 183 $ 3.39 $ 419 $ 316 $ 167 $ 2.92 YTD 2017* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total EBIT $ 110 $ 54 $ 55 $ 219 $ 71 $ 13 $ 34 $ 118 $ (186 ) $ 151 Restructuring and related expenses - 10 12 22 3 4 - 7 3 32 Antitrust settlement accrual (4) - - - - - - - - 132 132 Warranty settlement (5) - - - - 7 - - 7 - 7 Gain on sale of unconsolidated JV (6) - - - - - - - - (5 ) (5 ) Pension charges / Stock vesting (7) - - - - - - - - 11 11 Adjusted EBIT $ 110 $ 64 $ 67 $ 241 $ 81 $ 17 $ 34 $ 132 $ (45 ) $ 328 YTD 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total EBIT $ 128 $ 43 $ 71 $ 242 $ 90 $ 4 $ 26 $ 120 $ (65 ) $ 297 Restructuring and related expenses - 1 - 1 1 17 - 18 - 19 Adjusted EBIT $ 128 $ 44 $ 71 $ 243 $ 91 $ 21 $ 26 $ 138 $ (65 ) $ 316

(4) Charges related to establish a reserve for settlement costs necessary to resolve the company’s antitrust matters globally.

(5) Warranty settlement with customer.

(6) Gain on sale of unconsolidated JV.

(7) Charges related to Pension derisking and the acceleration of restricted stock vesting in accordance with the long-term incentive plan.

ATTACHMENT 2

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

Unaudited

(Millions) Q2 2017 Currency Value-add Impact on Revenues Substrate Value-add Value-add excluding Revenues Sales Revenues Revenues Currency Clean Air Division North America $ 802 $ 274 $ 528 $ - $ 528 Europe and South America 546 202 344 (5 ) 349 Asia Pacific 271 65 206 (7 ) 213 Total Clean Air Division 1,619 541 1,078 (12 ) 1,090 Ride Performance Division North America 330 - 330 (2 ) 332 Europe and South America 264 - 264 1 263 Asia Pacific 104 - 104 (1 ) 105 Total Ride Performance Division 698 - 698 (2 ) 700 Total Tenneco Inc. $ 2,317 $ 541 $ 1,776 $ (14 ) $ 1,790 Q2 2016 Currency Value-add Impact on Revenues Substrate Value-add Value-add excluding Revenues Sales Revenues Revenues Currency Clean Air Division North America $ 771 $ 273 $ 498 $ - $ 498 Europe and South America 517 187 330 - 330 Asia Pacific 264 59 205 - 205 Total Clean Air Division 1,552 519 1,033 - 1,033 Ride Performance Division North America 323 - 323 - 323 Europe and South America 250 - 250 - 250 Asia Pacific 87 - 87 - 87 Total Ride Performance Division 660 - 660 - 660 Total Tenneco Inc. $ 2,212 $ 519 $ 1,693 $ - $ 1,693 (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 2017 Currency Value-add Impact on Revenues Substrate Value-add Value-add excluding Revenues Sales Revenues Revenues Currency Clean Air Division North America $ 1,618 $ 551 $ 1,067 $ - $ 1,067 Europe and South America 1,084 408 676 (17 ) 693 Asia Pacific 548 129 419 (16 ) 435 Total Clean Air Division 3,250 1,088 2,162 (33 ) 2,195 Ride Performance Division North America 641 - 641 (2 ) 643 Europe and South America 507 - 507 1 506 Asia Pacific 211 - 211 (4 ) 215 Total Ride Performance Division 1,359 - 1,359 (5 ) 1,364 Total Tenneco Inc. $ 4,609 $ 1,088 $ 3,521 $ (38 ) $ 3,559 YTD 2016 Currency Value-add Impact on Revenues Substrate Value-add Value-add excluding Revenues Sales Revenues Revenues Currency Clean Air Division North America $ 1,536 $ 544 $ 992 $ - $ 992 Europe and South America 988 360 628 - 628 Asia Pacific 543 125 418 - 418 Total Clean Air Division 3,067 1,029 2,038 - 2,038 Ride Performance Division North America 646 - 646 - 646 Europe and South America 460 - 460 - 460 Asia Pacific 175 - 175 - 175 Total Ride Performance Division 1,281 - 1,281 - 1,281 Total Tenneco Inc. $ 4,348 $ 1,029 $ 3,319 $ - $ 3,319 (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) Q2 2017 vs. Q2 2016 $ Change and % Change Increase (Decrease) Revenues % Change

Value-addRevenuesExcludingCurrency

% Change Clean Air Division North America $ 31 4 % $ 30 6 % Europe and South America 29 6 % 19 6 % Asia Pacific 7 3 % 8 4 % Total Clean Air Division 67 4 % 57 6 % Ride Performance Division North America 7 2 % 9 3 % Europe and South America 14 6 % 13 5 % Asia Pacific 17 20 % 18 21 % Total Ride Performance Division 38 6 % 40 6 % Total Tenneco Inc. $ 105 5 % $ 97 6 % YTD Q2 2017 vs. YTD Q2 2016 $ Change and % Change Increase (Decrease) Revenues % Change

Value-addRevenuesExcludingCurrency

% Change Clean Air Division North America $ 82 5 % $ 75 8 % Europe and South America 96 10 % 65 10 % Asia Pacific 5 1 % 17 4 % Total Clean Air Division 183 6 % 157 8 % Ride Performance Division North America (5 ) (1 %) (3 ) 0 % Europe and South America 47 10 % 46 10 % Asia Pacific 36 21 % 40 23 % Total Ride Performance Division 78 6 % 83 6 % Total Tenneco Inc. $ 261 6 % $ 240 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 June 30, 2017* 2016* Total debt $ 1,597 $ 1,360 Total cash 335 314 Debt net of cash balances (1) $ 1,262 $ 1,046 Adjusted LTM EBITDA including noncontrolling interests (2) (3) $ 851 $ 811 Ratio of debt net of cash balances to adjusted LTM EBITDA including noncontrolling interests (4) 1.5x 1.3x Q3 16* Q4 16* Q1 17* Q2 17 Q2 17 LTM*

Net income (loss) attributable to Tenneco Inc.

$ 179 $ 39 $ 61 $ (2 ) $ 277 Net income attributable to noncontrolling interests 17 20 14 17 68 Income tax expense (benefit) (69 ) (2 ) 33 (7 ) (45 ) Interest expense (net of interest capitalized) 24 16 15 20 75 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 151 73 123 28 375 Depreciation and amortization of other intangibles 53 53 52 55 213 Total EBITDA including noncontrolling interests (2) 204 126 175 83 588 Restructuring and related expenses 7 9 14 16 46 Pension charges / Stock vesting (5) - 72 11 - 83 Antitrust settlement accrual (6) - - - 132 132 Warranty settlement (7) - - - 7 7 Gain on sale of unconsolidated JV (8) - - - (5 ) (5 ) Total Adjusted EBITDA including noncontrolling interest (3) $ 211 $ 207 $ 200 $ 233 $ 851 Q3 15* Q4 15* Q1 16* Q2 16* Q2 16* LTM Net income attributable to Tenneco Inc. $ 52 $ 66 $ 57 $ 84 $ 259 Net income attributable to noncontrolling interests 14 13 15 16 58 Income tax expense 34 26 34 39 133 Interest expense (net of interest capitalized) 16 18 18 34 86 EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 116 123 124 173 536 Depreciation and amortization of other intangibles 53 49 54 52 208 Total EBITDA including noncontrolling interests (2) 169 172 178 225 744 Restructuring and related expenses 31 16 11 5 63 Pension charges (5) - 4 - - 4 Total Adjusted EBITDA including noncontrolling interest (3) $ 200 $ 192 $ 189 $ 230 $ 811

* Financial results for 2015, 2016 and first quarter 2017 have been revised for certain immaterial supplier cost reduction payments that Tenneco determined should have been recognized in future periods. Tenneco’s Form 10-Q for the second quarter may reflect further revisions based on Tenneco’s ongoing review of certain supplier payments, but Tenneco does not expect that any such revisions will be material to prior periods.

(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 the acceleration of restricted stock vesting in accordance with the long-term incentive plan. (6) Charges related to establish a reserve for settlement costs necessary to resolve the company’s antitrust matters globally. (7) Warranty settlement with customer. (8) Gain on sale of unconsolidated JV.

ATTACHMENT 2

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

Unaudited

(Millions) Q2 2017 Revenues Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues $ 1,691 $ (14) $ 1,705 $ 461 $ 1,244 Original equipment commercial truck, off-highway and other revenues 290 (3) 293 84 209 Aftermarket revenues 336 (1) 337 - 337 Net sales and operating revenues $ 2,317 $ (18) $ 2,335 $ 545 $ 1,790 Q2 2016 Revenues Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues $ 1,620 $ - $ 1,620 $ 447 $ 1,173 Original equipment commercial truck, off-highway and other revenues 253 - 253 72 181 Aftermarket revenues 339 - 339 - 339 Net sales and operating revenues $ 2,212 $ - $ 2,212 $ 519 $ 1,693 YTD 2017 Revenues Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues $ 3,411 $ (47) $ 3,458 $ 943 $ 2,515 Original equipment commercial truck, off-highway and other revenues 553 (8) 561 162 399 Aftermarket revenues 645 - 645 - 645 Net sales and operating revenues $ 4,609 $ (55) $ 4,664 $ 1,105 $ 3,559 YTD 2016 Revenues Currency

RevenuesExcludingCurrency

Substrate SalesExcludingCurrency

Value-addRevenuesExcludingCurrency

Original equipment light vehicle revenues $ 3,197 $ - $ 3,197 $ 888 $ 2,309 Original equipment commercial truck, off-highway and other revenues 505 - 505 141 364 Aftermarket revenues 646 - 646 - 646 Net sales and operating revenues $ 4,348 $ - $ 4,348 $ 1,029 $ 3,319 (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) Q2 2017 Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net sales and operating revenues $ 802 $ 546 $ 271 $ 1,619 $ 330 $ 264 $ 104 $ 698 $ - $ 2,317 Less: Substrate sales 274 202 65 541 - - - - - 541 Value-add revenues $ 528 $ 344 $ 206 $ 1,078 $ 330 $ 264 $ 104 $ 698 $ - $ 1,776 EBIT $ 58 $ 33 $ 23 $ 114 $ 38 $ 7 $ 17 $ 62 $ (148) $ 28 EBIT as a % of revenue 7.2% 6.0% 8.5% 7.0% 11.5% 2.7% 16.3% 8.9% 1.2% EBIT as a % of value-add revenue 11.0% 9.6% 11.2% 10.6% 11.5% 2.7% 16.3% 8.9% 1.6% Adjusted EBIT $ 58 $ 33 $ 35 $ 126 $ 47 $ 8 $ 17 $ 72 $ (19) $ 179 Adjusted EBIT as a % of revenue 7.2% 6.0% 12.9% 7.8% 14.2% 3.0% 16.3% 10.3% 7.7% Adjusted EBIT as a % of value-add revenue 11.0% 9.6% 17.0% 11.7% 14.2% 3.0% 16.3% 10.3% 10.1% Q2 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net sales and operating revenues $ 771 $ 517 $ 264 $ 1,552 $ 323 $ 250 $ 87 $ 660 $ - $ 2,212 Less: Substrate sales 273 187 59 519 - - - - - 519 Value-add revenues $ 498 $ 330 $ 205 $ 1,033 $ 323 $ 250 $ 87 $ 660 $ - $ 1,693 EBIT $ 66 $ 28 $ 37 $ 131 $ 48 $ 10 $ 13 $ 71 $ (29) $ 173 EBIT as a % of revenue 8.6% 5.4% 14.0% 8.4% 14.9% 4.0% 14.9% 10.8% 7.8% EBIT as a % of value-add revenue 13.3% 8.5% 18.0% 12.7% 14.9% 4.0% 14.9% 10.8% 10.2% Adjusted EBIT $ 66 $ 29 $ 37 $ 132 $ 49 $ 13 $ 13 $ 75 $ (29) $ 178 Adjusted EBIT as a % of revenue 8.6% 5.6% 14.0% 8.5% 15.2% 5.2% 14.9% 11.4% 8.0% Adjusted EBIT as a % of value-add revenue 13.3% 8.8% 18.0% 12.8% 15.2% 5.2% 14.9% 11.4% 10.5%

(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 2017* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net sales and operating revenues $ 1,618 $ 1,084 $ 548 $ 3,250 $ 641 $ 507 $ 211 $ 1,359 $ - $ 4,609 Less: Substrate sales 551 408 129 1,088 - - - - - 1,088 Value-add revenues $ 1,067 $ 676 $ 419 $ 2,162 $ 641 $ 507 $ 211 $ 1,359 $ - $ 3,521 EBIT $ 110 $ 54 $ 55 $ 219 $ 71 $ 13 $ 34 $ 118 $ (186) $ 151 EBIT as a % of revenue 6.8% 5.0% 10.0% 6.7% 11.1% 2.6% 16.1% 8.7% 3.3% EBIT as a % of value-add revenue 10.3% 8.0% 13.1% 10.1% 11.1% 2.6% 16.1% 8.7% 4.3% Adjusted EBIT $ 110 $ 64 $ 67 $ 241 $ 81 $ 17 $ 34 $ 132 $ (45) $ 328 Adjusted EBIT as a % of revenue 6.8% 5.9% 12.2% 7.4% 12.6% 3.4% 16.1% 9.7% 7.1% Adjusted EBIT as a % of value-add revenue 10.3% 9.5% 16.0% 11.1% 12.6% 3.4% 16.1% 9.7% 9.3% YTD 2016* Clean Air Division Ride Performance Division North Europe & Asia North Europe & Asia America South America Pacific Total America South America Pacific Total Other Total Net sales and operating revenues $ 1,536 $ 988 $ 543 $ 3,067 $ 646 $ 460 $ 175 $ 1,281 $ - $ 4,348 Less: Substrate sales 544 360 125 1,029 - - - - - 1,029 Value-add revenues $ 992 $ 628 $ 418 $ 2,038 $ 646 $ 460 $ 175 $ 1,281 $ - $ 3,319 EBIT $ 128 $ 43 $ 71 $ 242 $ 90 $ 4 $ 26 $ 120 $ (65) $ 297 EBIT as a % of revenue 8.3% 4.4% 13.1% 7.9% 13.9% 0.9% 14.9% 9.4% 6.8% EBIT as a % of value-add revenue 12.9% 6.8% 17.0% 11.9% 13.9% 0.9% 14.9% 9.4% 8.9% Adjusted EBIT $ 128 $ 44 $ 71 $ 243 $ 91 $ 21 $ 26 $ 138 $ (65) $ 316 Adjusted EBIT as a % of revenue 8.3% 4.5% 13.1% 7.9% 14.1% 4.6% 14.9% 10.8% 7.3% Adjusted EBIT as a % of value-add revenue 12.9% 7.0% 17.0% 11.9% 14.1% 4.6% 14.9% 10.8% 9.5%

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) 2017 Q2 Substrate Value-add Revenues Sales Revenues Clean Air Division North America $ 88 $ 30 $ 58 Europe and South America 89 32 57 Asia Pacific 54 21 33 Total Clean Air Division 231 83 148 Total Ride Performance Division 59 - 59 Total Tenneco Inc. $ 290 $ 83 $ 207 2016 Q2 Substrate Value-add Revenues Sales Revenues Clean Air Division North America $ 86 $ 28 $ 58 Europe and South America 79 31 48 Asia Pacific 36 13 23 Total Clean Air Division 201 72 129 Total Ride Performance Division 52 - 52 Total Tenneco Inc. $ 253 $ 72 $ 181 (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.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF NON-GAAP REVENUE AND EARNINGS MEASURES

Unaudited

(Millions except percents) Q2 2017

Value-addrevenues

Adjusted EBIT

Adjusted EBITas a % ofvalue-addrevenue (1)

Total $ 1,776 $ 179 10.1 % Currency (14 ) (8 ) Total after currency adjustment $ 1,790 $ 187 10.4 % YTD 2017*

Value-addrevenues

Adjusted EBIT

Adjusted EBITas a % ofvalue-addrevenue (1)

Total $ 3,521 $ 328 9.3 % Currency (38 ) (12 ) Total after currency adjustment $ 3,559 $ 340 9.6 %

* Financial results for first quarter 2017 have been revised for certain immaterial supplier cost reduction payments that Tenneco determined should have been recognized in future periods. Tenneco’s Form 10-Q for the second quarter may reflect further revisions based on Tenneco’s ongoing review of certain supplier payments, but Tenneco does not expect that any such revisions will be material to prior periods.

(1) Tenneco presents the above reconciliations in order to reflect value-add revenues and adjusted EBIT separately from the effects of doing business in currencies other than the U.S. dollar. Presenting adjusted EBIT as a percent of value-add revenue excluding currency assists investors in evaluating the company's operational performance.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170728005095/en/

Tenneco Inc.Investor inquiries:Linae Golla847-482-5162lgolla@tenneco.comorMedia inquiries:Bill Dawson847-482-5807bdawson@tenneco.com

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