Tenneco (TEN) 8-K Tenneco Reports Fourth Quarter and Full-Year 2017 Results

Exhibit 99.1

Tenneco Reports Fourth Quarter and Full-Year 2017 Results

• Record fourth quarter and full-year revenue; double-digit growth in commercial truck and off-highway
• Record fourth quarter EBIT and earnings per share
• Record fourth quarter and full year cash from operations
• Returned $222 million to shareholders in dividends and share repurchases in 2017

LAKE FOREST, Ill.--(BUSINESS WIRE)--February 9, 2018--Tenneco (NYSE: TEN) reported fourth quarter net income of $68 million, or $1.33 per diluted share. Fourth quarter 2016 net income* was $38 million, or $0.69 per diluted share. Adjusted net income rose to a record $97 million, or $1.89 per diluted share, versus $90 million or $1.63 per diluted share last year*.

Fourth Quarter Results

Revenue

Total revenue in the fourth quarter was a record $2.391 billion, up 11% year-over-year, with increases in both the Clean Air and Ride Performance product lines. On a constant currency basis, total revenue increased 7% driven by higher volumes and incremental content on light vehicle, commercial truck and off-highway applications.

In constant currency, value-add revenue grew 7% versus last year to $1.748 billion, with Ride Performance increasing 9% and Clean Air up 5%. Tenneco’s value-add revenue growth outpaced underlying industry production growth in all OE applications. Global aftermarket revenue was slightly higher versus a year ago.

"We delivered a quarter of strong organic growth with gains in both product lines and double-digit growth in commercial truck and off-highway revenue,” said Brian Kesseler, Tenneco CEO. “We continue to focus on converting top-line growth into higher earnings. This drove a strong increase in earnings, as well as record cash flow from operations in the quarter.”

Adjusted fourth quarter 2017 and 2016 results

(millions except per share amounts)	Q4 2017										Q4 2016
	Net income attributable to Tenneco Inc.			Earnings Per Share			EBIT		EBITDA(1)(2)		Net income attributable to Tenneco Inc.			Earnings Per Share			EBIT		EBITDA(1)(2)
	$	68		$	1.33		$	135	$	194	$	38		$	0.69		$	71	$	124
Adjustments(2)
Restructuring and related expenses		12			0.24			20		20		9			0.18			10		9
Goodwill impairment charge		11			0.21			11		11		-			-			-		-
Pension charges		2			0.03			2		2		47			0.85			72		72
Tax adjustments from US tax reform		15			0.29			-		-		-			-			-		-
Net tax adjustments		(11	)		(0.21	)		-		-		(4	)		(0.09	)		-		-
Adjusted Net income, EPS, EBIT, and EBITDA	$	97		$	1.89		$	168	$	227	$	90		$	1.63		$	153	$	205
(1) EBITDA including noncontrolling interests
(2) Tables at the end of this press release reconcile GAAP to non-GAAP results.

EBIT and EBIT Margin*

Fourth quarter EBIT (earnings before interest, taxes and noncontrolling interests) was $135 million, versus $71 million a year ago. Adjusted EBIT increased 10% to $168 million compared with $153 million last year, driven by revenue gains in all end-market applications.

In the fourth quarter 2017, Tenneco EBIT as a percent of revenue was 5.6%, and adjusted EBIT as a percent of value-add revenue was 9.3%, in line with prior year.

Fourth quarter EBIT margin

	Q4 2017	Q4 2016
EBIT as a percent of revenue	5.6%	3.3%
EBIT as a percent of value-add revenue	7.4%	4.3%
Adjusted EBIT as a percent of revenue	7.0%	7.1 %
Adjusted EBIT as a percent of value-add revenue	9.3%	9.3%

Cash

Cash generated by operations in the quarter was $466 million, up 86% versus $251 million last year. The cash performance in the quarter was driven by higher earnings and improved working capital management and included $107 million from an additional accounts receivable securitization program established in the fourth quarter.

During the quarter, the company returned $51 million to shareholders, including the repurchase of approximately 627,000 shares of common stock for $38 million, and a dividend payment of 25-cents per share, for $13 million.

Full-Year Results

Adjusted full year 2017 and 2016 results

(millions except per share amounts)	2017												2016
	Net income attributable to Tenneco Inc.			Earnings Per Share			EBIT			EBITDA(1)(2)			Net income attributable to Tenneco Inc.			Earnings Per Share			EBIT		EBITDA(1)(2)
	$	207		$	3.91		$	417		$	641		$	356		$	6.31		$	516	$	728
Adjustments(2)
Restructuring and related expenses		59			1.12			72			69			32			0.57			36		32
Antitrust settlement accrual		85			1.61			132			132			-			-			-		-
Warranty settlement		5			0.09			7			7			-			-			-		-
Gain on sale of unconsolidated JV		(4	)		(0.08	)		(5	)		(5	)		-			-			-		-
Goodwill impairment charge		11			0.20			11			11			-			-			-		-
Pension charges / Stock vesting		9			0.17			13			13			47			0.83			72		72
Costs related to refinancing		1			0.02			-			-			15			0.27			-		-
Tax adjustments from US tax reform		15			0.28			-			-			-			-			-		-
Net tax adjustments		(23	)		(0.43	)		-			-			(110	)		(1.96	)		-		-
Adjusted Net income, EPS, EBIT, and EBITDA	$	365		$	6.89		$	647		$	868		$	340		$	6.02		$	624	$	832
(1) EBITDA including noncontrolling interests
(2) Tables at the end of this press release reconcile GAAP to non-GAAP results.

Revenue

For the full year, total revenue was a record high $9.274 billion. In constant currency, total revenue and value-add revenue each increased 7% to $9.188 billion and $7.018 billion, respectively, significantly outpacing industry production growth. Tenneco’s revenue growth was driven by stronger volumes and higher content on light vehicle, commercial truck and off-highway applications in all regions.

EBIT and EBIT margin*

Full-year EBIT was $417 million, versus $516 million a year ago. Adjusted EBIT rose 4% to $647 million.

EBIT as a percent of revenue was 4.5%. Adjusted EBIT as a percent of value-add revenue was 9.1%.

EBIT was impacted primarily by charges for restructuring and related costs and an antitrust settlement accrual.

	2017	2016
EBIT as a percent of revenue	4.5%	6.0%
EBIT as a percent of value-add revenue	5.9%	7.9%
Adjusted EBIT as a percent of revenue	7.0%	7.3%
Adjusted EBIT as a percent of value-add revenue	9.1%	9.5%

Cash

Cash generated by operations for the full year improved 30% to $629 million, compared with $484 million last year.

In 2017, Tenneco returned $222 million to shareholders, including the repurchase of approximately 2.9 million shares of common stock for $169 million, and dividend payments of $53 million.

OUTLOOK

First quarter 2018

Tenneco expects constant dollar total revenue growth of 3% in the first quarter 2018, outpacing a flat** light vehicle industry production growth forecast. The company expects organic growth to outpace the industry with revenues driven by the ramp up of recently launched programs and Tenneco’s strong position on light vehicle platforms globally, double-digit year-over-year growth in commercial truck and off-highway revenues and a solid contribution from the global aftermarket.

Full year 2018 and Mid-Term Revenue Outlook

In 2018, the company expects 5% organic growth, outpacing industry production by 3 percentage points, with increases in both the Ride Performance and Clean Air product lines. The company expects organic growth to be driven by:

• Content growth on light and commercial vehicle platforms;
• The continued industry recovery in regulated off-highway regions.

Assumptions for the 2018 revenue outlook include:

• Global industry light vehicle production +2%**
• Global commercial truck production about flat**
• Off-highway engine production in regulated regions up by low double-digits**
• Organic growth is net of OE price downs
• Substrates estimated at 24% - 25% of total revenue

In 2019 and 2020, Tenneco expects revenue growth will continue to outpace industry production. In those years, the company expects organic growth of 6% - 8% in 2019, and 5% - 7% in 2020, including the current forecasted global light vehicle production growth of 2% in each year.

“Tenneco is well-positioned to accelerate our proven track record of growth,” said Kesseler. “We expect our diverse business portfolio and multiple, sustainable growth drivers will continue to drive results that support investments in future growth and enhance returns to shareholders.”

In 2018, Tenneco expects:

• Capital expenditures between $380 million and $410 million;
• Annual interest expense between $75 million and $80 million;
• Cash taxes between $105 million and $125 million;
• Full year tax rate between 23% and 25%.

*Year-over-year earnings comparisons reflect revisions to prior period financial results for certain immaterial adjustments as described in Tenneco’s form 10K/A for the year ended December 31, 2016.

** Industry production estimates based on IHS Automotive January 2018 global light vehicle production forecast, Power Systems Research (PSR) January 2018 global commercial truck and bus production report and customer production schedules and Tenneco estimates for off-highway engine production in North America and Europe.

Attachment 1
Statements of Income – 3 Months
Statements of Income – 12 Months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 12 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 – 12 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 12 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 12 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months and 12 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 12 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 – 12 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Commercial Truck, Off-Highway and other revenues – 3 Months and 12 Months

CONFERENCE CALL

The company will host a conference call on Friday, February 9, 2018 at 9:00 a.m. ET. The dial-in number is 866-807-9684 (domestic) or 412-317-5415 (international). The passcode is Tenneco Inc. Call. 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 February 9, 2018 through February 16, 2018. To access this recording, dial 877-344-7529 (domestic) or 412-317-0088 (international) or (855) 669-9658 (Canada). The replay access code is 10115986. The purpose of the call is to discuss the company’s operations for the last fiscal quarter and year ending 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.

ANNUAL MEETING

The Tenneco Board of Directors has scheduled the corporation’s annual meeting of shareholders for Wednesday, May 16, 2018 at 10:00 a.m. CT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The record date for shareholders eligible to vote at the meeting is March 19, 2018.

Tenneco is a $9.3 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 32,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of ride performance and clean air 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®Elastomer.

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 February 9, 2018 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 conditions, such as currency exchange and inflation rates, and political environments 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/A for the year ended December 31, 2016, and its quarterly report on Form 10-Q for the quarter ended September 30, 2017.

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
Unaudited
THREE MONTHS ENDED DECEMBER 31,
(Millions except per share amounts)
		2017			2016*
Net sales and operating revenues
Clean Air Division - Value-add revenues	$	1,118			$	1,027
Clean Air Division - Substrate sales		577				515
Ride Performance Division - Value-add revenues		696				613
	$	2,391			$	2,155
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)		2,022		(a)		1,794		(f)
Goodwill impairment charge		11		(b)		-
Engineering, research and development		43				37		(f)
Selling, general and administrative		119		(a) (c)		199		(g)
Depreciation and amortization of other intangibles		59				53		(f)
Total costs and expenses		2,254				2,083
Loss on sale of receivables		(1	)			(1	)
Other income (expense)		(1	)			-
Total other income (expense)		(2	)			(1	)
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division		125		(a)		118		(f)
Ride Performance Division		35		(a) (b)		54		(f)
Other		(25	)	(a) (c)		(101	)	(f) (g)
		135				71
Interest expense (net of interest capitalized)		19				16
Earnings before income taxes and noncontrolling interests		116				55
Income tax expense (benefit)		29		(d) (e)		(3	)	(h)
Net income		87				58
Less: Net income attributable to noncontrolling interests		19		(a)		20
Net income attributable to Tenneco Inc.	$	68			$	38
Weighted average common shares outstanding:
Basic		51.4				54.3
Diluted		51.6				54.8
Earnings per share of common stock:
Basic	$	1.33			$	0.70
Diluted	$	1.33			$	0.69

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

(a) Includes restructuring and related charges of $20 million pre-tax, $12 million after tax and noncontrolling interests or $0.24 per diluted share. Of the amount, $10 million is recorded in cost of sales and $10 million is recorded in selling, general and administrative expenses. $5 million is recorded in the Clean Air Division, $14 million is recorded in the Ride Performance Division and $1 million is recorded in Other.

(b) Represents goodwill impairment charges recorded in Europe and South America Ride Performance Division of $11 million pre-tax, $11 million after tax or $0.21 per diluted share.

(c) Includes pension charges of $2 million pre-tax, $2 million after tax or $0.03 per diluted share recorded in selling, general and administrative expense.

(d) Includes net tax adjustments of $15 million or $0.29 per diluted share for tax reform charges.

(e) Includes net tax benefits of $11 million or $0.21 per diluted share for tax adjustments to prior year estimates.

(f) Includes restructuring and related charges of $10 million pre-tax, $9 million after tax or $0.18 per diluted share. Of the amount, $8 million is recorded in cost of sales, $1 million is recorded in engineering expenses and $1 million is recorded in depreciation and amortization. $4 million is recorded in the Clean Air Division, $4 million is recorded in the Ride Performance Division and $2 million is recorded in Other.

(g) Includes pension charges of $72 million pre-tax, $47 million after tax or $0.85 per diluted share recorded in selling, general and administrative expense.

(h) Includes net tax benefits of $4 million or $0.09 per diluted share for tax adjustments to prior year estimates.

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
Unaudited
TWELVE MONTHS ENDED DECEMBER 31,
(Millions except per share amounts)
	2017*				2016*
Net sales and operating revenues
Clean Air Division - Value-add revenues	$	4,330			$	4,041
Clean Air Division - Substrate sales		2,187				2,028
Ride Performance Division - Value-add revenues		2,757				2,530
	$	9,274			$	8,599
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)		7,812		(a) (c) (d)		7,123		(j)
Goodwill impairment charge		11		(e)		-
Engineering, research and development		158				154		(j)
Selling, general and administrative		648		(a) (b) (f)		589		(j) (k)
Depreciation and amortization of other intangibles		224		(a)		212		(j)
Total costs and expenses		8,853				8,078
Loss on sale of receivables		(5	)			(5	)
Other income (expense)		1				-		(j)
Total other income (expense)		(4	)			(5	)
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division		448		(a)		468		(j)
Ride Performance Division		199		(a) (c) (e)		236		(j)
Other		(230	)	(a) (b) (d) (f)		(188	)	(j) (k)
		417				516
Interest expense (net of interest capitalized)		73		(g)		92		(l)
Earnings before income taxes and noncontrolling interests		344				424
Income tax expense		70		(h) (i)		-		(m)
Net income		274				424
Less: Net income attributable to noncontrolling interests		67		(a)		68
Net income attributable to Tenneco Inc.	$	207			$	356
Weighted average common shares outstanding:
Basic		52.8				55.9
Diluted		53.0				56.4
Earnings per share of common stock:
Basic	$	3.93			$	6.36
Diluted	$	3.91			$	6.31

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

(a) Includes restructuring and related charges of $72 million pre-tax, $59 million after tax and noncontrolling interests or $1.12 per diluted share. Of the amount, $41 million is recorded in cost of sales, $28 million is recorded in selling, general and administrative expenses and $3 million is recorded in depreciation and amortization. $30 million is recorded in the Clean Air Division, $38 million is recorded in the Ride Performance Division and $4 million is recorded in Other.

(b) Includes antitrust settlement accrual of $132 million pre-tax, $85 million after tax or $1.61 per diluted share.

(c) Includes warranty settlement of $7 million pre-tax, $5 million after tax or $0.09 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) Represents goodwill impairment charges recorded in Europe and South America Ride Performance Division of $11 million pre-tax, $11 million after tax or $0.20 per diluted share.

(f) Includes pension and accelerated restricted stock vesting charges of $13 million pre-tax, $9 million after tax or $0.17 per diluted share.

(g) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per diluted share for costs related to refinancing activities.

(h) Includes net tax adjustments of $15 million or $0.28 per diluted share for tax reform charges.

(i) Includes net tax benefits of $23 million or $0.43 per diluted share for tax adjustments to prior year estimates.

(j) Includes restructuring and related charges of $36 million pre-tax, $32 million after tax or $0.57 per diluted share. Of the amount, $17 million is recorded in cost of sales, $12 million is recorded in selling, general and administrative expenses, $1 million is recorded in engineering expenses, $4 million is recorded in depreciation and amortization and $2 million is recorded in other income (expense). $7 million is recorded in the Clean Air Division, $27 million is recorded in the Ride Performance Division and $2 million is recorded in Other.

(k) Includes pension charges of $72 million pre-tax, $47 million after tax or $0.83 per diluted share recorded in selling, general and administrative expense.

(l) Includes pre-tax expenses of $24 million, $15 million after tax or $0.27 per diluted share for costs related to refinancing activities.

(m) Includes net tax benefits of $110 million or $1.96 per diluted share for tax adjustments related to foreign tax credits available for carryforward.

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Millions)
		December 31, 2017				December 31, 2016			*
Assets
	Cash and cash equivalents	$	315			$	347
	Restricted cash		3				2
	Receivables, net		1,321		(a)		1,294		(a)
	Inventories		869				730
	Other current assets		291				229
	Investments and other assets		428				387
	Plant, property, and equipment, net		1,615				1,357
	Total assets	$	4,842			$	4,346
Liabilities and Shareholders' Equity
	Short-term debt	$	83			$	90
	Accounts payable		1,705				1,501
	Accrued taxes		45				39
	Accrued interest		14				15
	Other current liabilities		429				328
	Long-term debt		1,358		(b)		1,294		(b)
	Deferred income taxes		11				7
	Deferred credits and other liabilities		423				412
	Redeemable noncontrolling interests		42				40
	Tenneco Inc. shareholders' equity		686				573
	Noncontrolling interests		46				47
	Total liabilities, redeemable noncontrolling interests
	and shareholders' equity	$	4,842			$	4,346
		December 31, 2017				December 31, 2016
(a)	Accounts Receivables net of:
	Europe - Accounts receivables securitization programs	$	218			$	160
	North America - Accounts receivables securitization program	$	107			$	-
		December 31, 2017				December 31, 2016
(b)	Long term debt composed of:
	Borrowings against revolving credit facilities	$	244			$	300
	Term loan A (Due 2019)		390				270
	5.000% senior notes (Due 2026)		500				500
	5.375% senior notes (Due 2024)		225				225
	Other long term debt		(1	)			(1	)
		$	1,358			$	1,294

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
	Three Months Ended
	December 31,
	2017			2016*
Operating activities:
Net income	$	87		$	58
Adjustments to reconcile net income
to net cash provided by operating activities -
Goodwill impairment charge		11			-
Depreciation and amortization of other intangibles		59			53
Stock-based compensation		2			1
Deferred income taxes		(9	)		(6	)
Loss on sale of assets		3			2
Changes in components of working capital-
(Inc.)/dec. in receivables		166			(26	)
(Inc.)/dec. in inventories		20			4
(Inc.)/dec. in prepayments and other current assets		37			61
Inc./(dec.) in payables		72			55
Inc./(dec.) in accrued taxes		26			(7	)
Inc./(dec.) in accrued interest		3			3
Inc./(dec.) in other current liabilities		(33	)		33
Changes in long-term assets		(12	)		1
Changes in long-term liabilities		33			20
Other		1			(1	)	(a)
Net cash provided by operating activities		466			251
Investing activities:
Proceeds from sale of assets		2			2
Cash payments for plant, property & equipment		(111	)		(112	)
Cash payments for software-related intangible assets		(8	)		(5	)
Change in restricted cash		(1	)		-
Other		(5	)		-
Net cash used by investing activities		(123	)		(115	)
Financing activities:
Cash dividends		(13	)		-
Issuance of common shares		1			6		(a)
Purchase of common stock under the share repurchase program		(38	)		(79	)
Issuance of long-term debt		1			1
Debt issuance costs on long-term debt		-			(1	)
Retirement of long-term debt		(10	)		(4	)
Net inc./(dec.) in bank overdrafts		5			6
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		(211	)		(21	)
Net inc./(dec.) in short-term debt secured by accounts receivable		(20	)		(20	)
Distribution to noncontrolling interest partners		(19	)		-
Net cash used by financing activities		(304	)		(112	)
Effect of foreign exchange rate changes on cash and
cash equivalents		(1	)		(1	)
Increase in cash and cash equivalents		38			23
Cash and cash equivalents, October 1		277			324
Cash and cash equivalents, December 31	$	315		$	347
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized)	$	17		$	14
Cash paid during the period for income taxes (net of refunds)		21			25
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment	$	59		$	68

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

(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)
	Twelve Months Ended
	December 31,
	2017*			2016*
Operating activities:
Net income	$	274		$	424
Adjustments to reconcile net income
to net cash provided by operating activities -
Goodwill impairment charge		11			-
Depreciation and amortization of other intangibles		224			212
Stock-based compensation		14			14
Deferred income taxes		(10	)		(80	)
Loss on sale of assets		5			4
Changes in components of working capital-
(Inc.)/dec. in receivables		31			(215	)
(Inc.)/dec. in inventories		(96	)		(57	)
(Inc.)/dec. in prepayments and other current assets		(39	)		(8	)
Inc./(dec.) in payables		129			114
Inc./(dec.) in accrued taxes		4			2
Inc./(dec.) in accrued interest		(2	)		12
Inc./(dec.) in other current liabilities		68			26
Changes in long-term assets		(22	)		6
Changes in long-term liabilities		34			33
Other		4			(3	)	(a)
Net cash provided by operating activities		629			484
Investing activities:
Proceeds from sale of assets		8			6
Proceeds from sale of equity interest		9			-
Cash payments for plant, property & equipment		(394	)		(325	)
Cash payments for software-related intangible assets		(25	)		(20	)
Change in restricted cash		(1	)		(1	)
Other		(10	)		-
Net cash used by investing activities		(413	)		(340	)
Financing activities:
Cash dividends		(53	)		-
Issuance (repurchase) of common shares		(1	)		13		(a)
Purchase of common stock under the share repurchase program		(169	)		(225	)
Issuance of long-term debt		137			509
Debt issuance costs on long-term debt		(8	)		(9	)
Retirement of long-term debt		(19	)		(531	)
Net inc./(dec.) in bank overdrafts		(7	)		10
Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on
long-term debt		(67	)		202
Distribution to noncontrolling interest partners		(64	)		(55	)
Net cash used by financing activities		(251	)		(86	)
Effect of foreign exchange rate changes on cash and
cash equivalents		3			2
Increase (Decrease) in cash and cash equivalents		(32	)		60
Cash and cash equivalents, January 1		347			287
Cash and cash equivalents, December 31	$	315		$	347
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized)	$	78		$	76
Cash paid during the period for income taxes (net of refunds)		95			113
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment	$	59		$	68

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

(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)
	Q4 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.																				$	68
Net income attributable to noncontrolling interests																					19
Net income																					87
Income tax expense																					29
Interest expense (net of interest capitalized)																					19
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)	$	50	$	33	$	42	$	125	$	20	$	2	$	13	$	35	$	(25	)		135
Depreciation and amortization of other intangibles		17		14		8		39		9		9		2		20		-			59
Total EBITDA including noncontrolling interests (2)	$	67	$	47	$	50	$	164	$	29	$	11	$	15	$	55	$	(25	)	$	194
	Q4 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.																				$	38
Net income attributable to noncontrolling interests																					20
Net income																					58
Income tax benefit																					(3	)
Interest expense (net of interest capitalized)																					16
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)	$	52	$	26	$	40	$	118	$	30	$	4	$	20	$	54	$	(101	)		71
Depreciation and amortization of other intangibles		16		11		8		35		9		7		2		18		-			53
Total EBITDA including noncontrolling interests (2)	$	68	$	37	$	48	$	153	$	39	$	11	$	22	$	72	$	(101	)	$	124

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

⁽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)
					Q4 2017										Q4 2016*
					EBITDA (3)		EBIT		Net income attributable to Tenneco Inc.			Per Share			EBITDA (3)		EBIT		Net income attributable to Tenneco Inc.			Per Share
Earnings Measures					$	194	$	135	$	68		$	1.33		$	124	$	71	$	38		$	0.69
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses						20		20		12			0.24			9		10		9			0.18
Goodwill impairment charge (4)						11		11		11			0.21			-		-		-			-
Pension charges (5)						2		2		2			0.03			72		72		47			0.85
Tax adjustments from US tax reform						-		-		15			0.29			-		-		-			-
Net tax adjustments						-		-		(11	)		(0.21	)		-		-		(4	)		(0.09	)
Non-GAAP earnings measures					$	227	$	168	$	97		$	1.89		$	205	$	153	$	90		$	1.63
	Q4 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	$	50	$	33	$	42	$	125	$	20		$	2		$	13	$	35	$	(25	)	$	135
Restructuring and related expenses		2		1		2		5		5			4			5		14		1			20
Goodwill impairment charge (4)		-		-		-		-		-			11			-		11		-			11
Pension charges (5)		-		-		-		-		-			-			-		-		2			2
Adjusted EBIT	$	52	$	34	$	44	$	130	$	25		$	17		$	18	$	60	$	(22	)	$	168
	Q4 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	$	52	$	26	$	40	$	118	$	30		$	4		$	20	$	54	$	(101	)	$	71
Restructuring and related expenses		-		1		3		4		-			3			1		4		2			10
Pension charges (5)		-		-		-		-		-			-			-		-		72			72
Adjusted EBIT	$	52	$	27	$	43	$	122	$	30		$	7		$	21	$	58	$	(27	)	$	153

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

⁽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⁾ Goodwill impairment charges recorded in Europe and South America Ride Performance Division.

⁽⁵⁾ Charges related to Pension derisking.

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.																				$	207
Net income attributable to noncontrolling interests																					67
Net income																					274
Income tax expense																					70
Interest expense (net of interest capitalized)																					73
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)	$	203	$	112	$	133	$	448	$	120	$	21	$	58	$	199	$	(230	)		417
Depreciation and amortization of other intangibles		67		49		31		147		35		31		11		77		-			224
Total EBITDA including noncontrolling interests (2)	$	270	$	161	$	164	$	595	$	155	$	52	$	69	$	276	$	(230	)	$	641
	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.																				$	356
Net income attributable to noncontrolling interests																					68
Net income																					424
Income tax expense																					-
Interest expense (net of interest capitalized)																					92
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)	$	220	$	98	$	150	$	468	$	157	$	16	$	63	$	236	$	(188	)		516
Depreciation and amortization of other intangibles		66		42		29		137		35		30		10		75		-			212
Total EBITDA including noncontrolling interests (2)	$	286	$	140	$	179	$	605	$	192	$	46	$	73	$	311	$	(188	)	$	728

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

ATTACHMENT 2
TENNECO INC.
RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)
Unaudited
(Millions except per share amounts)
					YTD 2017*												YTD 2016*
					EBITDA (3)			EBIT			Net income attributable to Tenneco Inc.			Per Share			EBITDA (3)		EBIT		Net income attributable to Tenneco Inc.			Per Share
Earnings Measures					$	641		$	417		$	207		$	3.91		$	728	$	516	$	356		$	6.31
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses						69			72			59			1.12			32		36		32			0.57
Antitrust settlement accrual (4)						132			132			85			1.61			-		-		-			-
Warranty settlement (5)						7			7			5			0.09			-		-		-			-
Gain on sale of unconsolidated JV (6)						(5	)		(5	)		(4	)		(0.08	)		-		-		-			-
Goodwill impairment charge (7)						11			11			11			0.20			-		-		-			-
Pension charges / Stock vesting (8)						13			13			9			0.17			72		72		47			0.83
Costs related to refinancing						-			-			1			0.02			-		-		15			0.27
Tax adjustments from US tax reform						-			-			15			0.28			-		-		-			-
Net tax adjustments						-			-			(23	)		(0.43	)		-		-		(110	)		(1.96	)
Non-GAAP earnings measures					$	868		$	647		$	365		$	6.89		$	832	$	624	$	340		$	6.02
	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	$	203	$	112	$	133		$	448		$	120		$	21		$	58	$	199	$	(230	)	$	417
Restructuring and related expenses		3		11		16			30			13			12			13		38		4			72
Antitrust settlement accrual (4)		-		-		-			-			-			-			-		-		132			132
Warranty settlement (5)		-		-		-			-			7			-			-		7		-			7
Gain on sale of unconsolidated JV (6)		-		-		-			-			-			-			-		-		(5	)		(5	)
Goodwill impairment charge (7)		-		-		-			-			-			11			-		11		-			11
Pension charges / Stock vesting (8)		-		-		-			-			-			-			-		-		13			13
Adjusted EBIT	$	206	$	123	$	149		$	478		$	140		$	44		$	71	$	255	$	(86	)	$	647
	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	$	220	$	98	$	150		$	468		$	157		$	16		$	63	$	236	$	(188	)	$	516
Restructuring and related expenses		-		3		4			7			6			20			1		27		2			36
Pension charges (4)		-		-		-			-			-			-			-		-		72			72
Adjusted EBIT	$	220	$	101	$	154		$	475		$	163		$	36		$	64	$	263	$	(114	)	$	624

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

⁽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.

⁽⁷⁾ Goodwill impairment charges recorded in Europe and South America Ride Performance Division.

⁽⁸⁾ 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)
	Q4 2017
							Currency		Value-add
							Impact on		Revenues
			Substrate		Value-add		Value-add		excluding
	Revenues		Sales		Revenues		Revenues		Currency
Clean Air Division
North America	$	760	$	259	$	501	$	1	$	500
Europe and South America		587		224		363		28		335
Asia Pacific		348		94		254		11		243
Total Clean Air Division		1,695		577		1,118		40		1,078
Ride Performance Division
North America		279		-		279		1		278
Europe and South America		290		-		290		18		272
Asia Pacific		127		-		127		7		120
Total Ride Performance Division		696		-		696		26		670
Total Tenneco Inc.	$	2,391	$	577	$	1,814	$	66	$	1,748
	Q4 2016
							Currency		Value-add
							Impact on		Revenues
			Substrate		Value-add		Value-add		excluding
	Revenues		Sales		Revenues		Revenues		Currency
Clean Air Division
North America	$	751	$	260	$	491	$	-	$	491
Europe and South America		477		181		296		-		296
Asia Pacific		314		74		240		-		240
Total Clean Air Division		1,542		515		1,027		-		1,027
Ride Performance Division
North America		282		-		282		-		282
Europe and South America		220		-		220		-		220
Asia Pacific		111		-		111		-		111
Total Ride Performance Division		613		-		613		-		613
Total Tenneco Inc.	$	2,155	$	515	$	1,640	$	-	$	1,640

⁽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	$	3,101	$	1,054	$	2,047	$	1		$	2,046
Europe and South America		2,207		832		1,375		38			1,337
Asia Pacific		1,209		301		908		(4	)		912
Total Clean Air Division		6,517		2,187		4,330		35			4,295
Ride Performance Division
North America		1,224		-		1,224		1			1,223
Europe and South America		1,076		-		1,076		29			1,047
Asia Pacific		457		-		457		4			453
Total Ride Performance Division		2,757		-		2,757		34			2,723
Total Tenneco Inc.	$	9,274	$	2,187	$	7,087	$	69		$	7,018
	YTD 2016
							Currency			Value-add
							Impact on			Revenues
			Substrate		Value-add		Value-add			excluding
	Revenues		Sales		Revenues		Revenues			Currency
Clean Air Division
North America	$	3,003	$	1,052	$	1,951	$	-		$	1,951
Europe and South America		1,939		718		1,221		-			1,221
Asia Pacific		1,127		258		869		-			869
Total Clean Air Division		6,069		2,028		4,041		-			4,041
Ride Performance Division
North America		1,234		-		1,234		-			1,234
Europe and South America		909		-		909		-			909
Asia Pacific		387		-		387		-			387
Total Ride Performance Division		2,530		-		2,530		-			2,530
Total Tenneco Inc.	$	8,599	$	2,028	$	6,571	$	-		$	6,571

⁽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)
	Q4 2017 vs. Q4 2016 $ Change and % Change Increase (Decrease)
	Revenues			% Change		Value-add Revenues Excluding Currency			% Change
Clean Air Division
North America	$	9		1	%	$	9		2	%
Europe and South America		110		23	%		39		13	%
Asia Pacific		34		11	%		3		1	%
Total Clean Air Division		153		10	%		51		5	%
Ride Performance Division
North America		(3	)	(1	%)		(4	)	(1	%)
Europe and South America		70		32	%		52		24	%
Asia Pacific		16		14	%		9		8	%
Total Ride Performance Division		83		14	%		57		9	%
Total Tenneco Inc.	$	236		11	%	$	108		7	%
	YTD Q4 2017 vs. YTD Q4 2016 $ Change and % Change Increase (Decrease)
	Revenues			% Change		Value-add Revenues Excluding Currency			% Change
Clean Air Division
North America	$	98		3	%	$	95		5	%
Europe and South America		268		14	%		116		10	%
Asia Pacific		82		7	%		43		5	%
Total Clean Air Division		448		7	%		254		6	%
Ride Performance Division
North America		(10	)	(1	%)		(11	)	(1	%)
Europe and South America		167		18	%		138		15	%
Asia Pacific		70		18	%		66		17	%
Total Ride Performance Division		227		9	%		193		8	%
Total Tenneco Inc.	$	675		8	%	$	447		7	%

ATTACHMENT 2
RECONCILIATION OF NON-GAAP MEASURES
Debt net of cash / Adjusted LTM EBITDA including noncontrolling interests
Unaudited
(Millions except ratios)
	Quarter Ended December 31,
	2017*		2016*
Total debt	$	1,441	$	1,384
Total cash		318		349
Debt net of cash balances (1)	$	1,123	$	1,035
Adjusted LTM EBITDA including noncontrolling interests (2) (3)	$	868	$	832
Ratio of debt net of cash balances to adjusted LTM EBITDA including noncontrolling interests (4)	1.3x		1.2x

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

⁽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.

ATTACHMENT 2
TENNECO INC.
RECONCILIATION OF GAAP (1) REVENUE TO NON-GAAP REVENUE MEASURES (2)
Unaudited
(Millions)
	Q4 2017
	Revenues		Currency		Revenues Excluding Currency		Substrate Sales Excluding Currency		Value-add Revenues Excluding Currency
Original equipment light vehicle revenues	$	1,793	$	70	$	1,723	$	459	$	1,264
Original equipment commercial truck, off-highway and other revenues		314		14		300		94		206
Aftermarket revenues		284		6		278		-		278
Net sales and operating revenues	$	2,391	$	90	$	2,301	$	553	$	1,748
	Q4 2016
	Revenues		Currency		Revenues Excluding Currency		Substrate Sales Excluding Currency		Value-add Revenues Excluding Currency
Original equipment light vehicle revenues	$	1,672	$	-	$	1,672	$	454	$	1,218
Original equipment commercial truck, off-highway and other revenues		207		-		207		61		146
Aftermarket revenues		276		-		276		-		276
Net sales and operating revenues	$	2,155	$	-	$	2,155	$	515	$	1,640
	YTD 2017
	Revenues		Currency		Revenues Excluding Currency		Substrate Sales Excluding Currency		Value-add Revenues Excluding Currency
Original equipment light vehicle revenues	$	6,880	$	64	$	6,816	$	1,839	$	4,977
Original equipment commercial truck, off-highway and other revenues		1,143		12		1,131		331		800
Aftermarket revenues		1,251		10		1,241		-		1,241
Net sales and operating revenues	$	9,274	$	86	$	9,188	$	2,170	$	7,018
	YTD 2016
	Revenues		Currency		Revenues Excluding Currency		Substrate Sales Excluding Currency		Value-add Revenues Excluding Currency
Original equipment light vehicle revenues	$	6,437	$	-	$	6,437	$	1,768	$	4,669
Original equipment commercial truck, off-highway and other revenues		920		-		920		260		660
Aftermarket revenues		1,242		-		1,242		-		1,242
Net sales and operating revenues	$	8,599	$	-	$	8,599	$	2,028	$	6,571

⁽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)
	Q4 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	$	760		$	587		$	348		$	1,695		$	279		$	290		$	127		$	696		$	-		$	2,391
Less: Substrate sales		259			224			94			577			-			-			-			-			-			577
Value-add revenues	$	501		$	363		$	254		$	1,118		$	279		$	290		$	127		$	696		$	-		$	1,814
EBIT	$	50		$	33		$	42		$	125		$	20		$	2		$	13		$	35		$	(25	)	$	135
EBIT as a % of revenue		6.6	%		5.6	%		12.1	%		7.4	%		7.2	%		0.7	%		10.2	%		5.0	%					5.6	%
EBIT as a % of value-add revenue		10.0	%		9.1	%		16.5	%		11.2	%		7.2	%		0.7	%		10.2	%		5.0	%					7.4	%
Adjusted EBIT	$	52		$	34		$	44		$	130		$	25		$	17		$	18		$	60		$	(22	)	$	168
Adjusted EBIT as a % of revenue		6.8	%		5.8	%		12.6	%		7.7	%		9.0	%		5.9	%		14.2	%		8.6	%					7.0	%
Adjusted EBIT as a % of value-add revenue		10.4	%		9.4	%		17.3	%		11.6	%		9.0	%		5.9	%		14.2	%		8.6	%					9.3	%
	Q4 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	$	751		$	477		$	314		$	1,542		$	282		$	220		$	111		$	613		$	-		$	2,155
Less: Substrate sales		260			181			74			515			-			-			-			-			-			515
Value-add revenues	$	491		$	296		$	240		$	1,027		$	282		$	220		$	111		$	613		$	-		$	1,640
EBIT	$	52		$	26		$	40		$	118		$	30		$	4		$	20		$	54		$	(101	)	$	71
EBIT as a % of revenue		6.9	%		5.5	%		12.7	%		7.7	%		10.6	%		1.8	%		18.0	%		8.8	%					3.3	%
EBIT as a % of value-add revenue		10.6	%		8.8	%		16.7	%		11.5	%		10.6	%		1.8	%		18.0	%		8.8	%					4.3	%
Adjusted EBIT	$	52		$	27		$	43		$	122		$	30		$	7		$	21		$	58		$	(27	)	$	153
Adjusted EBIT as a % of revenue		6.9	%		5.7	%		13.7	%		7.9	%		10.6	%		3.2	%		18.9	%		9.5	%					7.1	%
Adjusted EBIT as a % of value-add revenue		10.6	%		9.1	%		17.9	%		11.9	%		10.6	%		3.2	%		18.9	%		9.5	%					9.3	%

* Prior period financial results have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016.

⁽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	$	3,101		$	2,207		$	1,209		$	6,517		$	1,224		$	1,076		$	457		$	2,757		$	-		$	9,274
Less: Substrate sales		1,054			832			301			2,187			-			-			-			-			-			2,187
Value-add revenues	$	2,047		$	1,375		$	908		$	4,330		$	1,224		$	1,076		$	457		$	2,757		$	-		$	7,087
EBIT	$	203		$	112		$	133		$	448		$	120		$	21		$	58		$	199		$	(230	)	$	417
EBIT as a % of revenue		6.5	%		5.1	%		11.0	%		6.9	%		9.8	%		2.0	%		12.7	%		7.2	%					4.5	%
EBIT as a % of value-add revenue		9.9	%		8.1	%		14.6	%		10.3	%		9.8	%		2.0	%		12.7	%		7.2	%					5.9	%
Adjusted EBIT	$	206		$	123		$	149		$	478		$	140		$	44		$	71		$	255		$	(86	)	$	647
Adjusted EBIT as a % of revenue		6.6	%		5.6	%		12.3	%		7.3	%		11.4	%		4.1	%		15.5	%		9.2	%					7.0	%
Adjusted EBIT as a % of value-add revenue		10.1	%		8.9	%		16.4	%		11.0	%		11.4	%		4.1	%		15.5	%		9.2	%					9.1	%
	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	$	3,003		$	1,939		$	1,127		$	6,069		$	1,234		$	909		$	387		$	2,530		$	-		$	8,599
Less: Substrate sales		1,052			718			258			2,028			-			-			-			-			-			2,028
Value-add revenues	$	1,951		$	1,221		$	869		$	4,041		$	1,234		$	909		$	387		$	2,530		$	-		$	6,571
EBIT	$	220		$	98		$	150		$	468		$	157		$	16		$	63		$	236		$	(188	)	$	516
EBIT as a % of revenue		7.3	%		5.1	%		13.3	%		7.7	%		12.7	%		1.8	%		16.3	%		9.3	%					6.0	%
EBIT as a % of value-add revenue		11.3	%		8.0	%		17.3	%		11.6	%		12.7	%		1.8	%		16.3	%		9.3	%					7.9	%
Adjusted EBIT	$	220		$	101		$	154		$	475		$	163		$	36		$	64		$	263		$	(114	)	$	624
Adjusted EBIT as a % of revenue		7.3	%		5.2	%		13.7	%		7.8	%		13.2	%		4.0	%		16.5	%		10.4	%					7.3	%
Adjusted EBIT as a % of value-add revenue		11.3	%		8.3	%		17.7	%		11.8	%		13.2	%		4.0	%		16.5	%		10.4	%					9.5	%

* Financial results for 2016 and first quarter 2017 have been revised for certain immaterial adjustments as discussed in Tenneco’s Form 10-K/A for the year ended December 31, 2016 and Form 10-Q/A for the quarter ended March 31, 2017.

⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ Tenneco presents the above reconciliation of revenues in order to reflect EBIT as a percent of both total revenues and value-add revenues. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Further, presenting EBIT as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of such substrate sales.

ATTACHMENT 2
TENNECO INC.
RECONCILIATION OF GAAP (1) REVENUE TO NON-GAAP REVENUE MEASURES (2) - Original equipment commercial truck, off-highway and other revenues
Unaudited
(Millions)
	2017
	Q4						YTD
			Substrate		Value-add				Substrate		Value-add
	Revenues		Sales		Revenues		Revenues		Sales		Revenues
Clean Air Division
North America	$	88	$	31	$	57	$	339	$	115	$	224
Europe and South America		106		41		65		357		130		227
Asia Pacific		62		27		35		220		88		132
Total Clean Air Division		256		99		157		916		333		583
Total Ride Performance Division		58		-		58		227		-		227
Total Tenneco Inc.	$	314	$	99	$	215	$	1,143	$	333	$	810
	2016
	Q4						YTD
			Substrate		Value-add				Substrate		Value-add
	Revenues		Sales		Revenues		Revenues		Sales		Revenues
Clean Air Division
North America	$	60	$	22	$	38	$	301	$	98	$	203
Europe and South America		57		22		35		271		104		167
Asia Pacific		45		17		28		151		58		93
Total Clean Air Division		162		61		101		723		260		463
Total Ride Performance Division		45		-		45		197		-		197
Total Tenneco Inc.	$	207	$	61	$	146	$	920	$	260	$	660

⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales which include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.

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