Second Quarter 2017 Earnings Conference Call

Second Quarter 2017 Earnings Conference Call July 28, 2017 NYSE: TEN

Agenda Second Quarter Highlights Segment Results and Financial Overview Outlook and Strategic Priorities Brian Kesseler Chief Executive Officer Ken Trammell Chief Financial Officer Brian Kesseler Chief Executive Officer Questions and Answers Safe Harbor Statement / Non-GAAP Results: Please see the safe harbor statement and the tables that reconcile GAAP results with non-gaap results at the end of this presentation and in Tenneco s financial results press release, which is incorporated herein by reference. 2

Second Quarter Highlights We delivered record second quarter revenue, outpacing industry production by 6 percentage points Double digit growth in commercial truck and off-highway revenues, with growth in all regions New LV platforms and increased volume on existing platforms in North America and Europe Benefiting from our strong position on North America light trucks Delivered record Q2 adjusted earnings EBIT, net income and earnings per share Returns to shareholders Repurchased 784,000 shares for $44M and paid $13M in dividends Built to Outperform diversified business profile 3

Tenneco Revenue Record Q2 TOTAL REVENUE $2.3B TOTAL REVENUE Q2 YTD + 6%* + 7%* Total revenue breakout OE Light Vehicle + 5%* Outpacing flat global LV production NA LV revenue strongly levered to light truck segment** OE Light Vehicle 73% CT 6% Commercial Truck + 26%* Outpacing global production of +4% CT volumes up in all regions India ramp-up of Bharat Stage IV commercial truck regulations Aftermarket 14% OH 7% Off-Highway & Specialty + 8%* Volumes up in Europe and Japan North America volumes about flat, an improvement from Q1 VALUE-ADD REVENUE UP 6%* Aftermarket ~ flat* Globally flat North America and Europe sales in line with overall markets Ride Performance + 6%* Clean Air + 6%* Outpacing industry production by 6 percentage points * In constant currency **Light truck segment includes pickups, SUVs, CUVs and work vans (IHS definition) 4

Tenneco Earnings Q2 ADJUSTED EBIT $179M, UP 1% Includes -$8M YoY currency comparison VA Adj. EBIT % Record Q2 YTD 10.1% 9.3% YoY -40 bps -20 bps * Constant currency VA Adj. EBIT % Q2 YTD 10.4%* 9.6%* YoY -10 bps +10 bps YoY comparison includes negative currency impact of $8M; excluding the impact of currency, VA adjusted EBIT margin was 10.4%* EBIT driven by strong light vehicle volumes and higher commercial truck and off-highway revenues Sequential improvement in NA CA performance this quarter Expect NA CA to return to normalized margins in Q3/Q4 Timing of steel economics recoveries and other offsets in RP NA, RP Europe & SA, and CA AP Expect impacted segments to return to normal margin ranges in Q4/Q1 18 Other segment expenses improved $10M Record ADJUSTED EPS $1.90, UP 9% Favorable Q2 tax rate of 26% vs. 28% last year 4.1 million shares repurchased over L12M (Q2 17 repurchased 0.8M shares) Year-to-date, VA adjusted EBIT margin 9.6%*, up 10 bps YoY 5

Ride Performance by Segment Q2 RP TOTAL REVENUE $698M North America + 3%* Revenue $330M LV + 6%* Outpacing NA industry production down 3% New program launches for Ford, Jeep and VW CTOH +9%* Outpacing NA CT prod. +1% TOTAL REVENUE Q2 YTD + 6%* + 6%* Total revenue breakout OE Light Vehicle 55% CT 7% Aftermarket 37% OH 1% AM ~ flat* In line with market Europe and South America + 5%* Revenue $264M LV + 5%* CTOH + 26%* AM ~ flat* * In constant currency Outpacing production Europe down 3%, South America +16% on strong Brazil export market Europe CT growth with Daimler, Paccar, Scania and Volvo Truck South America CT trending up Europe slightly down South America up 11% Asia Pacific + 21%* Revenue $104M LV + 25%* Outpacing China production down 1%, India +8% New launches including JLR and SGM AM ~ flat* In line with market 6

Clean Air by Segment Q2 CA VA REVENUE $1,078M North America + 6%* VA Revenue $528M LV + 8%* CTOH ~ flat* VALUE- ADD REVENUE Outpacing NA production down 3% Volumes up on light truck programs with GM and Ford Commercial truck revenues in line with production Off-highway ~ flat, an improvement from weak YoY Q1 volumes Q2 YTD + 6%* + 8%* Total revenue breakout OE Light Vehicle 81% AM 5% OH 9% CT 5% Europe and South America + 6%* VA Revenue $344M LV + 3%* CTOH + 21%* * In constant currency Outpacing production Europe down 3%, South America +16% Higher volumes on existing platforms South America CT trending up Europe CT growth Positive Europe off-hwy volumes Incremental business with Deutz Asia Pacific + 4%* VA Revenue $206M LV - 2%* In line with China production -1% CTOH + 48%* Strong CT volume growth in China Ramp-up of Bharat Stage IV regulations across India Increased off-highway volumes with Kubota in Japan 7

Results by Product Line and Segment $ Millions Clean Air Ride Performance North America Europe & SA Q2 2017 Q2 2017 Asia Pacific Total North America Europe & SA Asia Pacific Total Total Revenue $802 $546 $271 $1,619 $330 $264 $104 $698 Value-add revenue $528 $344 $206 $1,078 $330 $264 $104 $698 Adjusted EBIT $58 $33 $35 $126 $47 $8 $17 $72 Adjusted EBIT as a % of value-add revenue 11.0% 9.6% 17.0% 11.7% 14.2% 3.0% 16.3% 10.3% North America Q2 2016 Q2 2016 Europe & SA Asia Pacific Total North America Europe & SA Asia Pacific Total Total Revenue $ 771 $ 517 $ 264 $ 1,552 $ 323 $ 250 $ 87 $ 660 Value-add revenue $ 498 $ 330 $ 205 $ 1,033 $ 323 $ 250 $ 87 $ 660 Adjusted EBIT $ 66 $ 29 $ 37 $ 132 $ 49 $ 13 $ 13 $ 75 Adjusted EBIT as a % of value-add revenue 13.3% 8.8% 18.0% 12.8% 15.2% 5.2% 14.9% 11.4% Takeaways: NA CA results improved sequentially, continue to expect margins to return to normalized levels in Q3/Q4 RP NA, RP E&SA and CA AP Q2 results impacted by timing of steel economics recoveries and other offsets, expect to return to normalized levels in Q4/Q1 18 Please see the tables that reconcile GAAP results with non-gaap results in Tenneco s financial results press release. See slide 10 on prior period revisions. 8

Financial Overview Q2 $ Millions, except as noted Q2 17 Q2 16 B/(W) % Change Total Revenue 2,317 2,212 105 5% Value-add Revenue Δ 1,776 1,693 83 5% Adjusted EBIT 179 178 1 1% Adjusted EBIT (% of VA Revenue) 10.1% 10.5% -40 bps Q2 17 constant currency: 10.4% Adjusted EBITDA * 233 230 3 1% Adjusted Net Income 102 100 2 2% Adjusted EPS ($) $1.90 $1.75 $0.15 9% Cash Flow From Operations 119 132 (13) -10% Net Debt / Adjusted LTM EBITDA* 1.5x 1.3x -0.2x Δ Value-add Revenue is total revenue less substrate sales. * Including noncontrolling interests. Adjusted for restructuring activities, antitrust settlement accrual, warranty settlement, gain on sale of unconsolidated JV, costs related to refinancing and net tax adjustments. Please see the tables that reconcile GAAP results with non-gaap results in Tenneco s financial results press release. 9

Adjustments Antitrust settlement accrual of $132M pre-tax, or $1.60 per diluted share; $45M cash paid to date in Q3 Restructuring and related expense of $17M pre-tax, or 30-cents per diluted share for cost improvement initiatives and closure of Australian plant Warranty settlement of $7M pre-tax, or 8-cents per diluted share Gain on sale of unconsolidated JV in Europe of $5M pre-tax, or 8-cents per diluted share Debt refinancing charge of $1M pre-tax, or 2-cents per diluted share Net tax adjustments of $1M, or 1-cent per diluted share Prior period revisions Prior period financial results revised for certain immaterial supplier cost reduction payments that we determined should have been recognized in future periods 10

Tax Expense Continued optimization of business structure resulting in lower global effective tax rate Reported tax benefit of $7M, includes tax (benefit)/expense of: $(47)M on antitrust settlement accrual $(1)M on restructuring $(2)M on warranty settlement $1M on gain on sale of unconsolidated JV $1M net tax adjustments Before those Q2 items, adjusted tax expense is $41M Effective tax rate of 26% in the quarter; year-to-date 27% Q2 cash tax payments were $28M Updated 2017 tax expectations Expect full year effective tax rate between 27% and 28% (prior 29% - 31%) Expect cash taxes in the range of $110M to $120M (prior $125M to $140M) 11

Senior Credit Facility Amended and Restated May 2017 ($ Millions, Unaudited) Old facility Revolver $1.2B Term loan A $0.3B Due 2019 $1,800 $1,500 $1,200 $900 Undrawn RC Drawn RC $Existing TLA 5.375% Notes due 2024 5.000% Notes due 2026 $900 $600 $500 $300 $300 $225 $0 $23 $30 $217 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 New facility Revolver $1.6B Term loan A $0.4B Due 2022 $2,100 $1,800 $1,500 $1,200 $900 $600 Undrawn RC Drawn RC $400 TLA 5.375% Notes due 2024 5.000% Notes due 2026 Takeaways: Expanding liquidity by $500M Extending maturity to 2022 Enhancing financial flexibility $1,420 $500 $300 $0 $180 $225 $10 $20 $25 $35 $40 $270 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 12

Debt and Cash Position $ Millions June 30, 2017 2016 Total Debt $ 1,597 $ 1,360 Cash Balances 335 314 Net Debt $ 1,262 $ 1,046 Interest expense of $19M in the quarter, compared to $18M last year Expect 2017 annual interest expense of approximately $72M 13

Cash Flow Cash generated from operations of $119M, down $13M vs. last year Driven by increased use of cash for components of working capital Capital expenditures of $91M in the quarter For full year 2017, we still expect capital expenditures of between $360M and $390M Repurchased 784,000 shares in Q2 for $44M Since we announced the buyback at the beginning of 2015, we have repurchased 9.4 million shares for $498M, representing 15% of shares outstanding at that time. Remaining authorization of $340M which we expect to complete out of free cash flow through December 2019 Paid $13M in dividends (Q2 $0.25/share) 14

Mid-Year Highlights 2017 year-to-date: Revenue up 7%, constant currency, while light vehicle production up 3% YoY in the first half of 2017 Revenue growth outpacing industry production growth by 4 percentage points VA adjusted EBIT margin 9.3%; excluding the impact of currency, H1 17 margin of 9.6% is up 10 bps YoY Adjusted net income $183M, up 10% Adjusted EPS $3.39, up 16% Cash flow from operations $110M, up 7% Returns to shareholders $60M share repurchases $26M dividends paid 15

Industry Production YoY% Change Major Regions Q2 17 Q3 17 FY 17 North America -3% -6% -2% Europe -3% 4% 3% South America 16% 21% 14% China -1% -1% 0% India 8% 2% 6% Global Industry Production 0% 2% 1% 2017 full year global production forecast of 1%; consistent with previous outlook Source: IHS Automotive July 2017 global light vehicle production forecast and Tenneco estimates. 16

Outlook Q3 and Full Year Q3 Revenue Outlook Expect Q3 revenue growth of 7%, assuming constant currency, outpacing light vehicle industry production by 5 percentage points (Light vehicle industry production forecasted to grow 2%*) Better than industry performance will be driven by higher light vehicle revenue on higher new and existing programs Strong double-digit growth in both commercial truck and off-highway revenues in all regions Expect steady YOY contribution from the global aftermarket Anticipate minimal currency impact in Q3 based on Q2 quarter end exchange rates Raising Full Year Revenue Outlook We now expect full year revenue growth to outpace light vehicle industry production by 5 percentage points for total revenue growth of 6%, assuming constant currency and LV production growth of 1%* Margin Outlook Expect H2 17 margins in line with H2 16 Q3 lower and Q4 higher than last year * Source: IHS Automotive July 2017 global light vehicle production and Tenneco estimates. See slide 26 for our revenue assumptions. 17

Built to Outperform Diversified Profile Product lines Clean Air and Ride Performance End-market applications Light vehicle, commercial truck, off-highway and aftermarket Customers 623 OE and AM customers Platforms 435 OE platforms; enabling aftermarket growth Global footprint 91 manufacturing facilities, 15 engineering centers Diversified business profile helps manage cyclicality 18

Proven Track Record of Growth Since 2006, Tenneco has delivered: Annual revenue growth double LV industry production Margin expansion of 360 bps Annual adjusted EPS growth of 18% * Source IHS Automotive January 2017 global light vehicles ** CAGR Over past 10 years, TEN outpaced industry production by 2x Shareholder value creation 5 year average Return on Invested Capital (ROIC) 22.6% 2016 ROIC 24.5% * Value-add Revenue is total revenue less substrate sales. See slide 27 for further explanation. See reconciliations to U.S. GAAP at end of presentation. 19

Balance Sheet Strength 4.4x Leverage Ratio (Net Debt/Adjusted EBITDA*) 3.0x 1.9x 1.2x Disciplined Capital Allocation Strategy 1. Fund organic growth Working capital investment ~ 5.5% of revenue Capital expenditure range of 3.5% to 4.0% of revenue 2000 2005 2010 2015/2016 Returns to Shareholders Initiated quarterly dividend in 2017 for sustainable returns, signaling our confidence in our long-term revenue and earnings growth Since 2011, repurchased 11.4 million shares for $581M, or 19% of shares outstanding 2. Improve cost competitiveness 3. Balance sheet strength consistent with target leverage ratio of 1x 4. Strategic opportunities Technology Customer 5. Capital returns to shareholders * Including noncontrolling interests. Shareholder value creation deploying capital to accelerate growth and shareholder returns Reconciliations to U.S. GAAP at end of presentation. 20

Accelerating Core Growth 1. Global Aftermarket Best in Class Core Competencies #1 position in Americas & EMEA Leveraging competencies and investing in China maturing to largest vehicle aftermarket in the world* Mobility models drive replacement rates 2. Monroe Intelligent Suspension Enabled by trends in autonomous driving, electrification and connectivity Growing installation rate and content per vehicle Increasing need for engineered NVH solutions 3. Clean Air Commercial Truck & Off-Highway More powertrains moving into regulation than regulated today* APAC driven Higher content per powertrain proven technology solutions Anticipated market recovery in Americas & EMEA 4. APAC Light Vehicle Production 70% of global production growth thru 2030* Highly competitive technical, manufacturing and supply chain footprint Multiple and diverse long-term growth drivers * Source: IHS Automotive forecasts, PSR forecasts and/or Tenneco estimates 21

Tenneco Priorities Continue outpacing industry production by 3% to 5+% Drive margin expansion and improve cash flow performance Shift investments to become more light vehicle powertrain agnostic as mix evolves Invest in Ride Performance technologies aligned with market trends Increase Aftermarket revenue in portfolio mix Build financial strength and maximize flexibility Aftermarket Aftermarket Ride Performance Ride Performance (OE) (OE) Clean Air (OE) Clean Air (OE) Current Revenue Source: IHS database; Power Systems Research, Tenneco analysis Tenneco is a compelling investment Long-term Revenue 22

Appendix: Clean Air Commercial Truck, Off-Highway and Other Revenue Details $ Millions, Unaudited 2017 Clean Air Division Revenues Q2 Value-Add Revenues North America $ 88 $ 58 Europe & South America 89 57 Asia Pacific 54 33 Total Clean Air Division $ 231 $ 148 Clean Air Division Revenues 2016 Q2 Value-Add Revenues North America $ 86 $ 58 Europe & South America 79 48 Asia Pacific 36 23 Total Clean Air Division $ 201 $ 129 23

Appendix: Mid-Year Review $ Millions, except as noted H1 17 H1 16 B/(W) % Change Total Revenue 4,609 4,348 261 6% Value-add Revenue Δ 3,521 3,319 202 6% Adjusted EBIT 328 316 12 4% Adjusted EBIT (% of VA Revenue) 9.3% 9.5% -20 bps H1 17 constant currency: 9.6% Adjusted EBITDA * 433 419 14 3% Adjusted Net Income 183 167 16 10% Adjusted EPS ($) $3.39 $2.92 $0.47 16% Cash Flow From Operations 110 103 7 7% Δ Value-add Revenue is total revenue less substrate sales. * Including noncontrolling interests. Adjusted for restructuring activities, antitrust settlement accrual, warranty settlement, gain on sale of unconsolidated JV, pension charges/stock vesting, costs related to refinancing and net tax adjustments. Please see the tables that reconcile GAAP results with non-gaap results in Tenneco s financial results press release. 24

Appendix: Pension and OPEB $ Millions Pension 2014 2015 2016 Q2 17 2017E Defined Benefit Expense* $15 $15 $11 $4 $14 Defined Benefit Contributions $46 $25 $38 $5 $32 OPEB 2014 2015 2016 Q2 17 2017E Expense $3 $8 $10 $3 $10 Cash Payments $8 $9 $9 $4 $10 * Does not include settlement or curtailment amounts 25

Appendix: Tenneco s Revenue Projections Tenneco s revenue outlook for 2017 is as of July 2017. Revenue assumptions are based on projected customer production schedules, IHS Automotive July 2017 forecasts, Power Systems Research July 2017 forecasts and Tenneco estimates. Tenneco s revenue outlook for 2018 and 2019 is as of January 2017. Revenue assumptions are based on projected customer production schedules, IHS Automotive December 2016 forecasts, Power Systems Research January 2017 forecasts and Tenneco estimates. In addition to the information set forth on this slide and slide 17, 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, 2016. Please see 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 the U.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, and pricing. 26

Adjusted EBIT as a Percentage of Value-Add Revenue Reconciliation of Non-GAAP Results $ Millions 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 Ride Performance revenue $ 2,530 $ 2,486 $ 2,609 $ 2,520 $ 2,437 $ 2,444 $ 2,112 $ 1,730 $ 1,938 $ 1,853 $ 1,706 Clean Air revenue $ 6,069 $ 5,723 $ 5,811 $ 5,444 $ 4,926 $ 4,761 $ 3,825 $ 2,919 $ 3,978 $ 4,331 $ 2,976 Total revenue $ 8,599 $ 8,209 $ 8,420 $ 7,964 $ 7,363 $ 7,205 $ 5,937 $ 4,649 $ 5,916 $ 6,184 $ 4,682 Less: Substrate sales 2,028 1,916 1,934 1,835 1,660 1,678 1,284 966 1,492 1,673 927 Value-add revenues (1) $ 6,571 $ 6,293 $ 6,486 $ 6,129 $ 5,703 $ 5,527 $ 4,653 $ 3,683 $ 4,424 $ 4,511 $ 3,755 EBIT $ 521 $ 514 $ 487 $ 422 $ 428 $ 379 $ 281 $ 92 $ (3) $ 252 $ 196 Adjustments (reflect non-gaap (2) measures) Restructuring and related expenses 36 63 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 72 4 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) $ 629 $ 581 $ 572 $ 500 $ 443 $ 398 $ 306 $ 118 $ 158 $ 282 $ 225 Adjusted EBIT as a % of value-add revenue (4) 9.6% 9.2% 8.8% 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 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 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 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 adjusted EBIT as a percentage of value-add revenue to assist investors in evaluating our company s operational performance without the impact of substrate sales. 27

Adjusted Earnings Per Share Reconciliation of Non-GAAP Results 2016 2006 Earnings Per Share $ 6.37 $ 1.05 Adjustments (reflect non-gaap measures): Restructuring and related expenses 0.57 0.39 Pension / post retirement charges 0.83 (0.10) New aftermarket customer changeover costs - 0.08 Reserve for receivables from former affiliate - 0.04 Costs related to refinancing 0.27 - Net tax adjustments (1.96) (0.31) Adjusted Earnings Per Share $ 6.08 $ 1.15 28

EBITDA* Reconciliation of Non-GAAP Results $ Millions, Unaudited 2016 2015 2010 2005 2000 Net income (loss) attributable to Tenneco Inc. Net income attributable to noncontrolling interests Income tax expense (benefit) Interest expense (net of interest capitalized) $ 359 $245 $ 39 $ 56 $ (41) 68 54 24 2 2 2 148 69 26 (27) 92 67 149 133 188 EBIT, earnings before interest expense, income taxes & noncontrolling interests (GAAP measure) 521 514 281 217 122 Depreciation & amortization of other intangibles 212 203 216 177 151 EBITDA* $ 733 $717 $ 497 $ 394 $ 273 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. * Including noncontrolling interests. 29

Adjusted EBITDA* Reconciliation of Non-GAAP Results $ Millions, Unaudited 2016 2015 2010 2005 2000 EBITDA* Adjustments (reflect non-gaap (1) measures): $ 733 $717 $ 497 $ 394 $ 273 Restructuring & related expenses 32 59 14 12 61 Pension/post retirement charges 72 4 6 - - New aftermarket customer changeover costs - - - 10 - Other non-operational items - - - - 4 Adjusted EBITDA* (non-gaap financial measure) (2) $ 837 $780 $ 517 $ 416 $ 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, 2005, 2010, 2015 and 2016 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. 30

Net Debt /Adjusted EBITDA* Reconciliation of Non-GAAP Results $ Millions, Unaudited 2016 2015 2010 2005 2000 Total debt $ 1,384 $1,210 $ 1,223 $ 1,383 $ 1,527 Total cash 349 288 233 141 35 Debt net of cash balances 1,035 922 990 1,242 1,492 Adjusted EBITDA* $ 837 $ 780 $ 517 $ 416 $ 338 Ratio of net debt to adjusted EBITDA* 1.2x 1.2x 1.9x 3.0x 4.4x 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. * Including noncontrolling interests. 31

Return on Invested Capital Reconciliation of Non-GAAP Results $ Millions, Unaudited 2011 Dec 31 2012 Dec 31 2013 Dec 31 2014 Dec 31 2015 Dec 31 2016 Dec 31 Short-term Debt $66 $113 $83 $60 $86 $90 Long-term Debt 1,138 1,052 1,006 1,055 1,124 1,294 Redeemable Noncontrolling Interests 12 15 20 35 42 41 Tenneco Inc. Shareholders' Equity - 246 431 494 427 579 Noncontrolling Interests 43 45 39 39 39 47 Invested Capital $1,259 $1,471 $1,579 $1,683 $1,718 $2,051 Average Invested Capital $1,365 $1,525 $1,631 $1,701 $1,885 Adjusted EBIT 443 500 572 581 629 Effective Tax Rate 34.8% 35.7% 33.6% 32.9% 26.7% Tax effected Adjusted EBIT 289 321 380 390 461 Return on Invested Capital (ROIC) (3) (non-gaap (1) financial measure) (2) 21.1% 21.1% 23.3% 22.9% 24.5% 5 year Average Invested Capital $1,627 5 years Average tax effected Adjusted EBIT 368 5 year Average ROIC 22.6% (1) Generally accepted Accounting Principles (2) Tenneco presents the above reconciliation of non-gaap results in order to allow a better understanding of our performance. (3) We consider Return on Invested Capital (ROIC) to be a meaningful indicator of our operating performance, and we evaluate ROIC because it measures how effectively we use the capital we invest in our operations. Tenneco defines ROIC as tax effected Adjusted EBIT divided by Average Invested Capital, which is the beginning and ending balances of debt, equity and noncontrolling interests. See the tabular calculation above. 32