10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12387

TENNECO INC.

(Exact name of registrant as specified in its charter)

Delaware	76-0515284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
500 North Field Drive Lake Forest, IL (Address of principal executive offices)	60045 (Zip Code)

Registrant’s telephone number, including area code:      (847) 482-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each Exchange on which registered
Common Stock, par value $.01 per share	New York and Chicago Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  þ      No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨      No  þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ      No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ      No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨      No  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2014, computed by reference to the price at which the registrant's common stock was last sold on the New York Stock Exchange on June 30, 2014, was approximately $3.9 billion.

Common Stock, par value $.01 per share, outstanding as of February 20, 2015 was 61,288,883.

Documents Incorporated by Reference:

Document	Part of the Form 10-K into which incorporated
Portions of Tenneco Inc.’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held May 13, 2015	Part III

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, our prospects and business strategies. These forward-looking statements are included in various sections of this report, including the section entitled “Outlook” appearing in Item 7 of this report. The words “may,” “will,” “believe,” “should,” “could,” “plan,” “expect,” “anticipate,” “estimate,” and similar expressions (and variations thereof), identify these forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, these expectations may not prove to be correct. Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include:

• general economic, business and market conditions;

• our ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;

• 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;

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

• changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences away from light trucks, which tend to be higher margin products for our customers and us, to other lower margin vehicles, for which we may or may not have supply arrangements;

• changes in consumer demand for our automotive, commercial or aftermarket products, or changes in automotive and commercial vehicle manufacturers’ production rates and their actual and forecasted requirements for our products, due to difficult economic conditions, such as the prolonged recession in Europe;

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

• 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;

• our ability to successfully execute cash management and other cost reduction plans, including our European cost reduction initiatives, and to realize anticipated benefits from these plans;

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

• industrywide strikes, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers’ other suppliers;

• increases in the costs of raw materials, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;

• 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;

• the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts’ longer product lives;

• costs related to product warranties and other customer satisfaction actions;

• the failure or breach of our information technology systems, including the consequences of any misappropriation, exposure or corruption of sensitive information stored on such systems and the interruption to our business that such failure or breach may cause;

• the impact of consolidation among vehicle parts suppliers and customers on our ability to compete;

• changes in distribution channels or competitive conditions in the markets and countries where we operate, including the impact of changes in distribution channels for aftermarket products on our ability to increase or maintain aftermarket sales;

• customer acceptance of new products;

• new technologies that reduce the demand for certain of our products or otherwise render them obsolete;

• our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;

3

• our ability to realize our business strategy of improving operating performance;

• our ability to successfully integrate any acquisitions that we complete and effectively manage our joint ventures and other third-party relationships;

• changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;

• changes in accounting estimates and assumptions, including changes based on additional information;

• any changes by the International Organization for Standardization (ISO) or other such committees in their certification protocols for processes and products, which may have the effect of delaying or hindering our ability to bring new products to market;

• 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;

• the potential impairment in the carrying value of our long-lived assets and goodwill or our deferred tax assets;

• potential volatility in our effective tax rate;

• natural disasters, such as the 2011 earthquake in Japan and flooding in Thailand, and any resultant disruptions in the supply or production of goods or services to us or by us or in demand by our customers;

• acts of war and/or terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate; and

• the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.

The risks included here are not exhaustive. Refer to “Part I, Item 1A — Risk Factors” of this report for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

4

TABLE OF CONTENTS

PART I
Item 1.	Business	6
	Tenneco Inc	6
	Contributions of Major Businesses	8
	Description of Our Business	10
Item 1A.	Risk Factors	24
Item 1B.	Unresolved Staff Comments	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	33
Item 4.1.	Executive Officers of the Registrant	34
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 8.	Financial Statements and Supplementary Data	66
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	123
Item 9A.	Controls and Procedures	123
Item 9B.	Other Information	123
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	124
Item 11.	Executive Compensation	124
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	124
Item 13.	Certain Relationships and Related Transactions, and Director Independence	125
Item 14.	Principal Accountant Fees and Services	125
PART IV
Item 15.	Exhibits, Financial Statement Schedules	126

5

PART I

ITEM 1.BUSINESS.

TENNECO INC.

General

Our company, Tenneco Inc., is one of the world’s largest producers of clean air and ride performance products and systems for light vehicle, commercial truck, off-highway and other vehicle applications. Our company serves both original equipment vehicle manufacturers (“OEMs”) and the repair and replacement markets, or aftermarket, worldwide. As used herein, the term “Tenneco,” “we,” “us,” “our,” or the “Company” refers to Tenneco Inc. and its consolidated subsidiaries.

We were incorporated in Delaware in 1996. In 2005, we changed our name from Tenneco Automotive Inc. to Tenneco Inc. The name Tenneco better represents the expanding number of markets we serve through our commercial truck and off-highway businesses. Building a stronger presence in these markets complements our core businesses of supplying ride performance and clean air products and systems to original equipment and aftermarket customers worldwide. Our common stock is traded on the New York Stock Exchange (“NYSE”) and the Chicago Stock Exchange under the symbol “TEN.”

Corporate Governance and Available Information

We have established a comprehensive approach to corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. As part of its annual review process, the Board of Directors monitors developments in the area of corporate governance. Listed below are some of the key elements of our corporate governance policies.

For more information about these matters, see our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2015.

Independence of Directors

• Seven of our eight directors are independent under the NYSE listing standards.

• Independent directors are scheduled to meet separately in executive session after every regularly scheduled Board of Directors meeting.

• We have a lead independent director, Mr. Paul T. Stecko.

Audit Committee

• All members meet the independence standards for audit committee membership under the NYSE listing standards and applicable Securities and Exchange Commission (“SEC”) rules.

• Two members of the Audit Committee, Mr. Dennis J. Letham and Mr. Thomas C. Freyman, have been designated by the Board as “audit committee financial experts,” as defined in the SEC rules, and all members of the Audit Committee satisfy the NYSE’s financial literacy requirements.

• The Audit Committee operates under a written charter which governs its duties and responsibilities, including its sole authority to appoint, review, evaluate and replace our independent auditors.

• The Audit Committee has adopted policies and procedures governing the pre-approval of all audit, audit-related, tax and other services provided by our independent auditors.

Compensation/Nominating/Governance Committee

• All members meet the independence standards for compensation and nominating committee membership under the NYSE listing standards.

• The Compensation/Nominating/Governance Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for executive compensation.

• We have an Executive Compensation Subcommittee which has the responsibility to consider and approve compensation for our executive officers which is intended to qualify as “performance based compensation” under Section 162(m) of the Internal Revenue Code.

Corporate Governance Principles

• We have adopted Corporate Governance Principles, including qualification and independence standards for directors.

Stock Ownership Guidelines

6

• We have adopted Stock Ownership Guidelines to align the interests of our executives with the interests of stockholders and promote our commitment to sound corporate governance.

• The Stock Ownership Guidelines apply to the independent directors, the Chairman and Chief Executive Officer, and all other officers with a rank of Vice President or higher.

Communication with Directors

• The Audit Committee has established a process for confidential and anonymous submission by our employees, as well as submissions by other interested parties, regarding questionable accounting or auditing matters.

• Additionally, the Board of Directors has established a process for stockholders to communicate with the Board of Directors, as a whole, or any independent director.

Codes of Business Conduct and Ethics

• We have adopted a Code of Ethical Conduct for Financial Managers, which applies to our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller and other key financial managers. This code is filed as Exhibit 14 to this report.

• We also operate under a Code of Conduct that applies to all directors, officers and employees and includes provisions ranging from restrictions on gifts to conflicts of interests. All salaried employees are required to affirm annually their acceptance of, and compliance with, the Code of Conduct.

Related Party Transactions Policy

• We have adopted a Policy and Procedure for Transactions With Related Persons, under which our Board of Directors must generally pre-approve transactions involving more than $120,000 with our directors, executive officers, five percent or greater stockholders and their immediate family members.

Equity Award Policy

• We have adopted a written policy for all issuances by our company of compensatory awards in the form of our common stock or any derivative of the common stock.

Personal Loans to Executive Officers and Directors

• We comply with and operate in a manner consistent with the legislation outlawing extensions of credit in the form of a personal loan to or for our directors or executive officers.

Our Internet address is http://www.tenneco.com. We make our proxy statements, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as filed with or furnished to the SEC, available free of charge on our Internet website as soon as reasonably practicable after submission to the SEC. Securities ownership reports on Forms 3, 4 and 5 are also available free of charge on our website as soon as reasonably practicable after submission to the SEC. The contents of our website are not, however, a part of this report. All such statements and reports can also be found at the internet site maintained by the SEC at http://www.sec.gov.

Our Audit Committee, Compensation/Nominating/Governance Committee and Executive Compensation Subcommittee Charters, Corporate Governance Principles, Stock Ownership Guidelines, Audit Committee policy regarding accounting complaints, Code of Ethical Conduct for Financial Managers, Code of Conduct, Policy and Procedures for Transactions with Related Persons, Equity Award Policy, policy for communicating with the Board of Directors and Audit Committee policy regarding the pre-approval of audit, non-audit, tax and other services are available free of charge on our website at www.tenneco.com. In addition, we will make a copy of any of these documents available to any person, without charge, upon written request to Tenneco Inc., 500 North Field Drive, Lake Forest, Illinois 60045, Attn: General Counsel. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to, or waivers of, our Code of Ethical Conduct for Financial Managers and Code of Conduct by posting this information on our website at www.tenneco.com.

7

CONTRIBUTIONS OF MAJOR BUSINESSES

For information concerning our operating segments, geographic areas and major products or groups of products, see Note 11 to the consolidated financial statements of Tenneco Inc. included in Item 8. The following tables summarize for each of our reportable segments for the periods indicated: (i) net sales and operating revenues; (ii) earnings before interest expense, income taxes and noncontrolling interests (“EBIT”); and (iii) expenditures for plant, property and equipment. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 for information about certain costs and charges included in our results; and management’s announced organizational changes on February 14, 2013 that aligned our business along product lines, effective with the first quarter of 2013, such that our three prior geographic reportable segments have each been split into two major product lines (clean air and ride performance) and three geographic areas (North America; Europe, South America and India; and Asia Pacific), resulting in six operating segments (North America Clean Air, North America Ride Performance, Europe, South America and India Clean Air, Europe, South America and India Ride Performance, Asia Pacific Clean Air and Asia Pacific Ride Performance). Within each geographical area, each operating segment manufactures and distributes either clean air or ride performance products primarily for the original equipment and aftermarket industries. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments as "Other". We evaluate segment performance based primarily on earnings before interest expense, income taxes, and noncontrolling interests. Products are transferred between segments and geographic areas on a basis intended to reflect as nearly as possible the "market value" of the products. Prior period segment information has been revised to reflect our new reporting segments.

Net Sales and Operating Revenues:

	2014					2013					2012
	(Dollar Amounts in Millions)
Clean Air Division
North America	$	2,840		34	%	$	2,666		33	%	$	2,512		34	%
Europe, South America & India	2,088			25	%	2,045			26	%	1,827			25	%
Asia Pacific	1,022			12	%	853			11	%	695			9	%
Intergroup sales	(139		)	(2	)%	(120		)	(2	)%	(108		)	(1	)%
Total Clean Air Division	5,811			69	%	5,444			68	%	4,926			67	%
Ride Performance Division
North America	1,361			16	%	1,265			16	%	1,223			16	%
Europe, South America & India	1,070			13	%	1,087			14	%	1,094			15	%
Asia Pacific	269			3	%	251			3	%	213			3	%
Intergroup sales	(91		)	(1	)%	(83		)	(1	)%	(93		)	(1	)%
Total Ride Performance Division	2,609			31	%	2,520			32	%	2,437			33	%
Total Tenneco Inc.	$	8,420		100	%	$	7,964		100	%	$	7,363		100	%

EBIT:

	2014					2013					2012
	(Dollar Amounts in Millions)
Clean Air Division
North America	$	237		48	%	$	229		54	%	$	202		47	%
Europe, South America & India	59			12	%	57			13	%	54			13	%
Asia Pacific	101			21	%	84			20	%	71			16	%
Total Clean Air Division	397			81	%	370			87	%	327			76	%
Ride Performance Division
North America	143			29	%	124			29	%	122			28	%
Europe, South America & India	40			8	%	(7		)	(1	)%	41			10	%
Asia Pacific	36			7	%	22			5	%	5			1	%
Total Ride Performance Division	219			44	%	139			33	%	168			39	%
Other	(124		)	(25	)%	(85		)	(20	)%	(67		)	(15	)%
Total Tenneco Inc.	$	492		100	%	$	424		100	%	$	428		100	%

8

Expenditures for Plant, Property and Equipment:

	2014				2013				2012
	(Dollar Amounts in Millions)
Clean Air Division
North America	$	83	26	%	$	76	30	%	$	75	29	%
Europe, South America & India	84		26	%	61		24	%	56		21	%
Asia Pacific	56		18	%	44		17	%	39		15	%
Total Clean Air Division	223		70	%	181		71	%	170		65	%
Ride Performance Division
North America	35		11	%	32		13	%	45		17	%
Europe, South America & India	47		15	%	33		13	%	32		12	%
Asia Pacific	10		3	%	6		2	%	15		6	%
Total Ride Performance Division	92		29	%	71		28	%	92		35	%
Other	2		1	%	2		1	%	1		—	%
Total Tenneco Inc.	$	317	100	%	$	254	100	%	$	263	100	%

Interest expense, income taxes, and noncontrolling interests that were not allocated to our operating segments are:

	2014		2013		2012
	(Millions)
Interest expense (net of interest capitalized)	$	91	$	80	$	105
Income tax expense	131		122		19
Noncontrolling interests	44		39		29

9

DESCRIPTION OF OUR BUSINESS

We design, manufacture and sell clean air and ride performance systems and products for light vehicle, commercial truck, off-highway and other applications, and generated revenues of $8.4 billion in 2014. We serve both original equipment manufacturers (OEMs) and replacement markets worldwide through leading brands, including Monroe^®, Rancho^®, Clevite^® Elastomers, Marzocchi^®, Axios^™, Kinetic^®, and Fric-Rot^™ ride performance products and Walker^®, XNOx^®, Fonos^™, DynoMax^® and Thrush^® clean air products.

As a parts supplier, we produce individual component parts for vehicles as well as groups of components that are combined as modules or systems within vehicles. These parts, modules and systems are sold globally to most leading OEMs, commercial truck and off-highway engine manufacturers, and aftermarket distribution channels.

Overview of Parts Industry for Vehicles and Engines

The parts industry for vehicles and engines is generally separated into two categories: (1) “original equipment” or “OE” in which parts are sold in large quantities directly for use by OEMs and commercial truck and off-highway engine manufacturers; and (2) “aftermarket” in which replacement parts are sold in varying quantities to wholesalers, retailers and installers. In the OE category, parts suppliers are generally divided into tiers — “Tier 1” suppliers that provide their products directly to OEMs, and “Tier 2” or “Tier 3” suppliers that sell their products principally to other suppliers for combination into the other suppliers’ own product offerings.

“Light vehicles” are comprised of: (1) passenger cars and (2) light trucks which include sport-utility vehicles (SUVs), crossover vehicles (CUVs), pick-up trucks, vans and multi-purpose passenger vehicles. Demand for OE light vehicle automotive parts is generally a function of the number of new vehicles produced, which in turn depends on prevailing economic conditions and consumer preferences. In 2014, the number of light vehicles produced in the regions where Tenneco operates was 17.0 million in North America, 27.5 million in Europe, South America and India and 22.8 million in Asia Pacific. Worldwide light vehicle production is forecasted to increase to 89.4 million units in 2015 from approximately 87.4 million units in 2014, according to IHS Automotive. Although OE demand is tied to planned vehicle production, parts suppliers also have the opportunity to grow revenues by increasing their product content per vehicle, by further expanding business with existing customers and by serving new customers in existing or new markets. Companies with a global presence and advanced technology, engineering, manufacturing and support capabilities, such as our Company, are better positioned to take advantage of these opportunities.

Increasing vehicle emissions regulations are driving opportunities for increasing clean air content. Additionally, the increase and expansion in mandated diesel emission control and noise regulations or standards in North America, Europe, China, Japan, Brazil, Russia, India and South Korea have enabled suppliers such as us to serve customers beyond light vehicles. Certain parts suppliers that have traditionally supplied the automotive industry also develop and produce components and integrated systems for commercial truck, off-highway and other applications, such as medium- and heavy-duty trucks, buses, stationary engines, agricultural and construction equipment, locomotive and marine engines and recreational two-wheelers and all-terrain vehicles. We foresee this diversification of content and applications as a source of future growth.

Demand for aftermarket products is driven by general economic conditions, the number of vehicles in operation, the age and distance driven of the vehicle fleet, and the average useful life and quality of vehicle parts. Although more vehicles are on the road than ever before, the aftermarket has experienced longer replacement cycles due to the improved quality and increased average useful life of vehicle parts that has come to pass as a result of technological innovation. Parts suppliers are increasingly being required to deliver innovative aftermarket products to drive increased aftermarket demand. Global economic downturns generally impact aftermarket sales less adversely than OE sales, as customers forego new vehicle purchases and keep their vehicles longer, thereby increasing demand for repair and maintenance parts and services.

Industry Trends

As the dynamics of the customers we serve change, so do the roles, responsibilities and relationships of the participants. Key trends that we believe are affecting parts suppliers include:

General Economic Factors and Production Levels

Due to the most recent global economic recession and credit market crisis, light vehicle production experienced a rapid decline in 2008 and the first half of 2009. Production in the aggregate began to recover during the second half of 2009 and some regions have fared better than others. China has grown rapidly since 2007 and while the rate of growth has slowed, the region still grew 8% in 2014. North America, though it took years to recover to its 2007 production levels, grew at a healthy rate of 5% in 2013 and 2014. Production in Europe has stabilized at a lower level and is still 9% below 2007 production levels. India, which like China saw strong growth initially, has now seen a reversal these past two years with production levels declining 4% in 2013 and 2% in 2014. South America bounced back from the effects of the recession rather strongly but has experienced political and

10

economic turmoil that has affected production adversely with production in 2014 down 16%. Overall, global light vehicle production in regions where we operate grew 6% in 2012, 4% in 2013 and 3% in 2014.

Increasing Environmental Standards

OE manufacturers and their parts suppliers are designing and developing products to respond to increasingly stringent environmental requirements, growth in engines using diesel and alternative fuels and increased demand for better fuel economy. Government regulations adopted over the past decade require substantial reductions in vehicle tailpipe criteria pollutant emissions, longer warranty periods for a vehicle’s pollution control equipment and additional equipment to control fuel vapor emissions. The products that our clean air division provides reduce the tailpipe emissions of criteria pollutants. In addition, new regulations have been adopted to regulate greenhouse gas emissions of carbon dioxide. Reducing CO₂ emissions requires improving fuel economy; as a result improved combustion efficiency and reduction of vehicle mass have become priorities. Manufacturers are responding to all of these regulations with new technologies for gasoline- and diesel-fueled vehicles that minimize pollution and improve fuel economy.

As a leading supplier of clean air systems with strong technical capabilities, we are well positioned to benefit from the more rigorous environmental standards being adopted around the world. We continue to expand our investment in all regions such as China, India, Thailand and Japan to capitalize on the growing demand for environmentally friendly solutions for light vehicle, commercial truck and off-highway applications driven by environmental regulations in these regions.

To meet stricter air quality regulations, we have developed and sold diesel particulate filters (DPFs) in Europe, for example, for the Audi A4, BMW 1 series passenger cars and Scania trucks and in North America for GM Duramax engine applications, the Ford Super Duty, the Chrysler Ram Heavy Duty, and off-highway applications for Caterpillar and John Deere in North America and Europe, and Kubota in Japan. These particulate filters, coupled with converters, reduce emissions of particulate matter by up to 90 percent. In addition, we have development and production contracts for our selective catalytic reduction (SCR) systems with light, medium and heavy-duty truck manufacturers. These SCR systems reduce emissions of nitrogen oxides by up to 95 percent. In China, South America, Europe, and Japan, we have development and production contracts for complete turnkey SCR systems that include the urea dosing technology acquired in 2007 and now sold globally under the name XNOx^®. New regulations in the U.S. and European markets, which require reductions in carbon dioxide emissions and improvements in fuel economy, are creating increased demand for our fabricated manifolds, maniverters, integrated turbocharger/manifold modules, electronic exhaust valves, and lightweight components. Lastly, for various off-highway customers, we offer emission aftertreatment systems designed to meet environmental regulations or their equivalent outside of the U.S. Both commercial truck and off-highway customers are embracing the concept of turnkey aftertreatment systems which require aftertreatment electronic control units (ECUs) as well as related control software which we have developed and sold to several customers.

Increasing Technologically Sophisticated Content

As end users and consumers continue to demand vehicles with improved performance, safety and functionality at competitive prices, the components and systems in these vehicles are becoming technologically more advanced and sophisticated. Mechanical functions are being replaced with electronics; and mechanical and electronic devices are being integrated into single systems. More stringent emission and other regulatory standards are increasing the complexity of the systems as well.

To remain competitive as a parts and systems supplier, we invest in engineering, research and development, spending $169 million in 2014, $144 million in 2013, and $126 million in 2012, net of customer reimbursements. Such expenses reimbursed by our customers totaled $159 million in 2014, $169 million in 2013, and $159 million in 2012, including building prototypes and incurring other costs on behalf of our customers. We also fund and sponsor university and other independent research to advance our clean air and ride performance development.

By investing in technology, we have been able to expand our product offerings and penetrate new markets. For example, we developed DPFs which were first sold in Europe and then offered in North America. Since these original innovations, we have developed T.R.U.E-Clean^® systems with our partners, a product used to regenerate DPFs. We have also built prototypes of urea SCR systems for locomotive and marine engines. We expanded our suite of NOx-reduction technologies, developing prototypes of SCR systems using gaseous ammonia, absorbed on a solid salt, as the reductant or a hydrocarbon lean NOx catalyst (HC-LNC for NOx reduction) that relies on hydrocarbons, ethanol, or other reductants instead of urea. We successfully developed and sold fabricated manifolds, previously used only on gasoline engines, into the passenger car diesel segment. We developed our prototype aftertreatment system for large engines, up to 4500 horsepower, used in line haul locomotives. Tenneco, through an exclusive partnership with Jiangsu Lvyuan in China, has become the first company to obtain China Classification Society (CCS) approval to sell marine selective catalytic reduction systems for China flagged vessels, as required by the International Maritime Organization. On the ride performance side of our business, we co-developed with Öhlins Racing AB a continuously controlled electronic suspension system offered by OEMs such as Volvo, Audi, Ford, VW, Mercedes Benz and BMW.

Enhanced Vehicle Safety and Handling

11

To serve the needs of their customers and meet government mandates, OEMs are seeking parts suppliers that invest in new technologies, capabilities and products that advance vehicle safety, such as roll-over protection systems, computerized electronic suspension, and safer, more durable materials. Those suppliers able to offer such innovative products and technologies have a distinct competitive advantage.

Tenneco offers adjustable and adaptive damping as well as semi-active suspension systems to improve vehicle stability and handling that are based on various technologies including its own DriV^™ digital valve technology, its Continuously Variable Semi-Active (CVSA) suspension systems and its Kinetic^® ride control offerings. We also develop other advanced suspension systems like Actively Controlled Car (ACOCAR^™)to enhance further vehicle safety and control. In the aftermarket, we supply premium Monroe^® branded brakes that complement our ride performance offerings. In addition, we continue to promote the Safety Triangle^™ of Steering-Stopping-Stability to educate consumers about the detrimental effect of worn shock absorbers on vehicle steering and stopping distances.

Outsourcing and Demand for Systems and Modules

OEMs have steadily outsourced more of the design and manufacturing of vehicle parts and systems to simplify the assembly process, lower costs and reduce development times. Furthermore, they have demanded fully integrated, functional systems made possible with the development of advanced electronics in addition to innovative, individual vehicle components and parts that may not readily interface together. As a result, successful parts suppliers offer a variety of component products individually as well as integrated modules and systems:

• “Modules” are groups of component parts arranged in close physical proximity to each other within a vehicle. Modules are often assembled by the supplier and shipped to the OEM for installation in a vehicle as a unit. Integrated shock and spring units, seats, instrument panels, axles and door panels are examples.

• “Systems” are groups of component parts located throughout a vehicle which operate together to provide a specific vehicle functionality. Emission control systems, anti-lock braking systems, safety restraint systems, roll control systems and powertrain systems are examples.

This shift towards fully integrated systems created the role of the Tier 1 systems integrator, a supplier responsible for executing a broad array of activities, including design, development, engineering, and testing of component parts, systems and modules. As an established Tier 1 supplier, we have produced modules and systems for various vehicle platforms produced worldwide, supplying ride performance modules for the Chevrolet Silverado, GMC Sierra, Chevrolet Malibu, Chevrolet Impala and Chevrolet Cruze and emission control systems for the Ford Super Duty, Ford Focus, Chevrolet Silverado, GMC Sierra, Chevrolet Malibu, Opel Astra, and VW Golf. In addition, we continue to design other modules and systems for platforms yet to be introduced to the global marketplace.

Global Reach of OE Customers

Changing market dynamics are driving OE manufacturers and their parts suppliers to expand their global reach:

• Growing Importance of Growth Markets:    Because the North American and Western European automotive regions are mature, OEMs are increasingly focusing on other markets for growth opportunities, such as India, China and Thailand. As OEMs have penetrated new regions, growth opportunities for suppliers have emerged.

• Governmental Tariffs and Local Parts Requirements:    Many governments around the world require vehicles sold within their country to contain specified percentages of locally produced parts. Additionally, some governments place high tariffs on imported parts.

• Location of Production Closer to End Markets:    As OE manufacturers and parts suppliers have shifted production globally to be closer to their end markets, suppliers have expanded their reach, capturing sales in other markets and taking advantage where possible of relatively low labor costs.

• Global Rationalization of OE Vehicle Platforms (described below).

Because of these trends, OE manufacturers are increasingly seeking suppliers capable of supporting vehicle platforms on a global basis. They want suppliers like Tenneco with design, production, engineering and logistics capabilities that can be accessed not just in North America and Europe but also in many other regions of the world.

Global Rationalization of OE Vehicle Platforms

OE manufacturers continue to standardize on “global platforms,” designing basic mechanical structures that are suitable for a number of similar vehicle models and able to accommodate different features for more than one region. Light vehicle platforms of over one million units are expected to grow from 51 percent to 56 percent of global OE production from 2014 to 2019.

With such global platforms, OE manufacturers realize significant economies of scale by limiting variations in items such as steering columns, brake systems, transmissions, axles, exhaust systems, support structures and power window and door lock

12

mechanisms. The shift towards standardization can also benefit parts suppliers. They can experience greater economies of scale, lower material costs, and reduced development costs.

Extended Product Life of Automotive Parts

The average useful life of automotive parts, both OE and replacement, has steadily increased in recent years due to technological innovations including longer-lasting materials. As a result, although there are more vehicles on the road than ever before, the global aftermarket has not kept pace with that growth. Accordingly, aftermarket suppliers have focused on reducing costs and providing product differentiation through advanced technology and recognized brand names. With our long history of technological innovation, strong brands and operational effectiveness, we believe we are well positioned to leverage our products and technology.

Changing Aftermarket Distribution Channels

From 2003 to 2014, the number of jobber stores had declined in the U.S. Major aftermarket retailers, such as AutoZone and Advance Auto Parts, have worked to expand their retail outlets to sell directly to parts installers, which had historically purchased from local warehouse distributors and jobbers, as they continued to market to individual retail consumers. Many retailers now offer premium brands which are often preferred by parts installers and other commercial customers in addition to standard products which are often selected by individual store buyers.

We are well positioned to respond to these trends. We make and sell high-quality products marketed under premium brands that appeal to aftermarket retailer and their customers. In addition, our breadth of suspension and emissions control products and a reputation for customer service provide benefits to both wholesalers and retailers.

Analysis of Revenues

The table below provides, for each of the years 2012 through 2014, information relating to our net sales and operating revenues, by primary product lines and customer categories.

	Net Sales Year Ended December 31,
	2014		2013		2012
	(Millions)
Clean Air Products & Systems
Aftermarket	$	318	$	327	$	318
Original Equipment
OE Value-add	3,559		3,282		2,948
OE Substrate(1)	1,934		1,835		1,660
	5,493		5,117		4,608
	5,811		5,444		4,926
Ride Performance Products & Systems
Aftermarket	976		953		944
Original Equipment	1,633		1,567		1,493
	2,609		2,520		2,437
Total Revenues	$	8,420	$	7,964	$	7,363

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 for a discussion of substrate sales.

Brands

In each of our operating segments, we manufacture and market products with leading brand names. Monroe^® ride control products and Walker^® exhaust products are two of the most recognized brands in the industry. We emphasize product value differentiation with brands such as Monroe^®, Kinetic^® and Fric-Rot^™ (ride performance products), Walker^®, and XNOx^® (clean air products), DynoMax^®, Thrush^® (performance clean air products), Rancho^® (ride performance products for high performance light trucks), Clevite^® Elastomers and Axios^™ (noise, vibration and harshness control components), and Marzocchi^® (forks and suspensions for two-wheelers).

Customers

We strive to develop long-standing business relationships with our customers around the world. In each of our operating segments, we work collaboratively with our OE customers in all stages of production, including design, development, component

13

sourcing, quality assurance, manufacturing and delivery. For both OE and aftermarket customers, we provide timely delivery of quality products at competitive prices and deliver customer service. With our diverse product mix and numerous facilities in major markets worldwide, we believe we are well positioned to meet customer needs.

In 2014, we served more than 70 different OEMs and commercial truck and off-highway engine manufacturers worldwide, and our products were included on nine of the top 10 passenger car models produced for sale in Europe and eight of the top 10 light truck models produced for sale in North America for 2014.

During 2014, our OE customers included the following manufacturers of light vehicles, commercial trucks and off-highway equipment and engines:

North America	Europe	Asia
AM General	AvtoVAZ	Beijing Automotive
Caterpillar	BMW	BMW
Club Car	Caterpillar	Brilliance Automobile
CNH Industrial	CNH Industrial (Iveco)	Chang'an Automotive
Daimler AG	Daimler AG	China National Heavy-Duty Truck Group
E-Z Go	Deutz AG	Daimler AG
Fiat Chrysler Automobile	Ducati Motor	Dongfeng Motor
Ford Motor	Fiat Chrysler Automobile	Deutz AG
General Motors	Ford Motor	First Auto Works
Harley-Davidson	Gas-Gas Motors	Ford Motor
Honda Motors	Geely Automobile	Geely Automobile
Hyundai Motor	General Motors	General Motors
John Deere	John Deere	Great Wall Motor
Navistar International	Mazda Motor	Hyundai Motor
Nissan Motor	McLaren Automotive	Isuzu Motor Company
Oshkosh Truck	Nissan Motor	Jiangling Motors
Paccar	Paccar	Kubota
Toyota Motor	Porsche	Navistar International
Volkswagen Group	PSA Peugeot Citroen	Nissan Motor
Volvo Global Truck	Renault	SAIC Motor
	Scania	Suzuki Motor
	Suzuki Motor	Toyota Motor
	Tata Motors	Volkswagen Group
	Toyota Motor	Weichai Power
	Volkswagen Group	Yuchai Group
	Volvo Global Truck

14

Australia	South America	India
Ford Motor	Agrale S.A.	Ashok Leyland
General Motors	CNH Industrial (Iveco)	Club Car
Toyota Motor	Daimler AG	Daimler AG
	Fiat Chrysler Automobile	E-Z Go
	Ford Motor	Ford Motor
	General Motors	General Motors
	Hyundai Motor	Isuzu Motor
	MAN SE	Mahindra & Mahindra
	Navistar International	Nissan Motor
	Nissan Motor	Suzuki Motor
	PSA Peugeot Citroen	Tata Motors
	Renault	Toyota Motor
	Scania	Volkswagen Group
	Toyota Motor
	Volkswagen Group

The following customers accounted for 10 percent or more of our net sales in any of the last three years.

Customer	2014		2013		2012
General Motors Company	15	%	15	%	17	%
Ford Motor Company	13	%	14	%	15	%

During 2014, our aftermarket customers were comprised of full-line and specialty warehouse distributors, retailers, jobbers, installer chains and car dealers. These customers included National Auto Parts Association (NAPA), Advance Auto Parts, Uni-Select, O’Reilly Automotive, Aftermarket Auto Parts Alliance, and AutoZone in North America, Temot Autoteile GmbH, Autodistribution International, Group Auto Union, Auto Teile Ring and AP United in Europe and Rede Presidente in South America. We believe our revenue mix is balanced, with our top 10 aftermarket customers accounting for 59 percent of our net aftermarket sales and our aftermarket sales representing 15 percent of our total net sales in 2014.

Competition

We operate in highly competitive markets. Customer loyalty is a key element of competition in these markets and is developed through long-standing relationships, customer service, high quality value-added products and timely delivery. Product pricing and services provided are other important competitive factors.

As a supplier of OE and aftermarket parts, we compete with the vehicle manufacturers, some of which are also customers of ours, and numerous independent suppliers. For OE sales, we believe that we rank among the top two suppliers for certain key clean air and ride performance products and systems in many regions of the world. In the aftermarket, we believe that we are a leader in supplying clean air and ride performance products for light vehicles for the key applications we serve throughout the world.

Seasonality

Our OE and aftermarket businesses are somewhat seasonal. OE production is historically higher in the first half of the year compared to the second half. It typically decreases in the third quarter due to OE plant shutdowns for model changeovers and European holidays, and softens further in the fourth quarter due to reduced production during the end-of-year holiday season in North America and Europe generally. Our aftermarket operations, also affected by seasonality, experience relatively higher demand during the Spring as vehicle owners prepare for the Summer driving season.

While seasonality does impact our business, actual results may vary from the above trends due to global and local economic dynamics as well as industry-specific platform launches and other production-related events. During periods of economic recession, OE sales traditionally decline due to reduced consumer demand for automobiles and other capital goods. Aftermarket sales tend not to be as adversely affected during periods of economic downturn, as consumers forego new vehicle purchases and keep their vehicles longer, thereby increasing demand for repair and maintenance services. By participating in both the OE and aftermarket segments, we generally see a smaller revenue decline during economic downturns than the overall change in OE production.

15

Clean Air Systems

Vehicle emission control products and systems play a critical role in safely conveying noxious exhaust gases away from the passenger compartment and reducing the level of pollutants and engine exhaust noise emitted to acceptable levels. Precise engineering of the exhaust system — which extends from the manifold that connects an engine’s exhaust ports to an exhaust pipe, to the catalytic converter that eliminates pollutants from the exhaust, and to the muffler that modulates noise emissions — leads to a pleasant, tuned engine sound, reduced pollutants and optimized engine performance.

We design, manufacture and distribute a variety of products and systems designed to reduce pollution and optimize engine performance, acoustic tuning and weight, including the following:

• Catalytic converters and diesel oxidation catalysts — Devices consisting of a substrate coated with precious metals enclosed in a steel casing used to reduce harmful gaseous emissions such as carbon monoxide;

• Diesel Particulate Filters (DPFs) — Devices to capture and regenerate particulate matter emitted from diesel engines;

• Burner systems — Devices which actively combust fuel and air inside the exhaust system to create extra heat for DPF regeneration, or to improve the efficiency of SCR systems;

• Lean NOx traps — Devices which reduce nitrogen oxide (NOx) emissions from diesel powertrains using capture and store technology;

• Hydrocarbon vaporizers and injectors — Devices to add fuel to a diesel exhaust system in order to regenerate diesel particulate filters or Lean NOx traps;

• Selective Catalytic Reduction (SCR) systems — Devices which reduce NOx emissions from diesel powertrains using injected reductants such as Verband der Automobil industrie e.V.'s AdBlue^® or Diesel Exhaust Fluid (DEF);

• Alternative NOx reduction technologies — Devices which reduce NOx emissions from diesel powertrains, by using alternative reductants such as diesel fuel, E85 (85% ethanol, 15% gasoline), or solid forms of ammonia;

• Mufflers and resonators — Devices to provide noise elimination and acoustic tuning;

• Fabricated exhaust manifolds — Components that collect gases from individual cylinders of a vehicle’s engine and direct them into a single exhaust pipe; fabricated manifolds can form the core of an emissions module that includes an integrated catalytic converter (maniverter) and/or turbocharger;

• Pipes — Utilized to connect various parts of both the hot and cold ends of an exhaust system;

• Hydroformed assemblies — Forms in various geometric shapes, such as Y-pipes or T-pipes, which provide optimization in both design and installation as compared to conventional pipes;

• Elastomeric hangers and isolators — Used for system installation and elimination of noise and vibration, and for the improvement of useful life; and

• Aftertreatment control units — Computerized electronic devices that utilize embedded software to regulate the performance of active aftertreatment systems, including the control of sensors, injectors, vaporizers, pumps, heaters, valves, actuators, wiring harnesses, relays and other mechatronic components.

For the catalytic converters we sell, we either buy completed catalytic converter systems or procure substrates coated with precious metals which we incorporate into full systems. We obtain these components and systems from third parties, often at the OEM's direction, or directly from OE vehicle and engine manufacturers. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on our sales of these products.

We supply our clean air offerings to 30 light vehicle manufacturers for use on over 225 light vehicle models, including seven of the top 10 passenger car models produced in Europe and seven of the top 10 light truck models produced in North America for 2014. We also supply clean air products to 28 manufacturers of commercial truck, off-highway and other vehicles including BMW Motorcycle, Caterpillar, CNHTC, Daimler Trucks, Deutz, FAW Truck, Harley-Davidson, John Deere, Kubota, Scania and Weichai Power.

We entered the clean air market in 1967 with the acquisition of Walker Manufacturing Company, which was founded in 1888, and became one of Europe’s leading OE clean air systems suppliers with the acquisition of Heinrich Gillet GmbH & Co. in 1994. Throughout this document, the term “Walker” refers to our subsidiaries and affiliates that produce clean air products and systems.

In the aftermarket, we manufacture, market and distribute replacement mufflers for virtually all North American, European, and Asian light vehicle models under brand names including Quiet-Flow^® and Tru-Fit^® in addition to offering a variety of other related products such as pipes and catalytic converters (Walker^® Perfection). We also serve the specialty exhaust aftermarket with offerings that include Mega-Flow^® exhaust products for heavy-duty vehicle applications and DynoMax^® high performance exhaust products. We continue to emphasize product-value differentiation with other aftermarket brands such as Walker^®, Thrush^® and Fonos^™.

16

Ride Performance Systems

Superior ride control is governed by a vehicle’s suspension system, including shock absorbers and struts. Shock absorbers and struts maintain the vertical loads placed on vehicle tires, helping keep the tires in contact with the road. Vehicle steering, braking, acceleration and safety depend on maintaining contact between the tires and the road. Worn shocks and struts can allow excess transfer of the vehicle’s weight — either from side to side which is called “roll;” from front to rear which is called “pitch;” or up and down, which is called “bounce.” Shock absorbers and struts are designed to control the vertical loads placed on tires and thereby provide resistance to vehicle roll, pitch and bounce. They function as safety components and provide a comfortable ride.

We design, manufacture and distribute a variety of ride performance products and systems including:

• Shock absorbers — A broad range of mechanical shock absorbers and related components for light- and heavy-duty vehicles, including twin-tube and monotube shock absorbers;

• Struts — A complete line of struts and strut assemblies for light vehicles;

• Vibration control components (Clevite^® Elastomers, Axios^™) — Generally, rubber-to-metal bushings and mountings to reduce vibration between metal parts of a vehicle. Offerings include a broad range of suspension arms, rods and links for light- and heavy-duty vehicles;

• Kinetic^® suspension technology — A suite of roll-control and nearly equal wheel-loading systems ranging from simple mechanical systems to complex hydraulic systems featuring proprietary and patented technology. We have won the PACE Award for our Kinetic^® suspension technology;

• Advanced suspension systems — Shock absorbers and suspension systems that electronically adjust a vehicle’s performance based on inputs such as steering and braking;

• Kinetic H2/CVSA Continuously Variable Semi Active suspension system (Formerly known as CES) — In 2011 we won the Supplier of the Year award from Vehicle Dynamics International magazine, which recognizes outstanding achievement in global automotive suspension and chassis engineering, for the Kinetic H2/CVSA Continuously Variable Semi Active suspension system installed on the McLaren MP4-12C; and

• Other — We also offer other ride performance products such as load assist products, springs, steering stabilizers, adjustable suspension systems, suspension kits and modular assemblies.

We supply our ride performance offerings to 25 light vehicle manufacturers for use on over 193 light vehicle models, including seven of the top 10 passenger car models produced in Europe and eight of the top 10 light truck models produced in North America for 2014. We also supply ride performance products and systems to over 40 manufacturers of commercial truck, off-highway and other vehicles including Volvo Truck, Scania, Navistar, Daimler Trucks and PACCAR.

In the ride performance aftermarket, we manufacture, market and distribute replacement shock absorbers for virtually all North American, European and Asian light vehicle models under several brand names including Gas-Matic^®, Sensa-Trac^®, Monroe^® Reflex^® and Monroe^® Adventure^™, Quick-Strut^®, as well as Clevite^® Elastomers and Axios^™ for elastomeric vibration control components. We also sell ride performance offerings for commercial truck and other aftermarket segments, such as our Gas-Magnum^® shock absorbers for the North American commercial category and Marzocchi^® front forks for two-wheelers.

We entered the ride performance product line in 1977 with the acquisition of Monroe Auto Equipment Company, which was founded in 1916, and introduced the world’s first modern tubular shock absorber in 1930. When the term “Monroe” is used in this document it refers to our subsidiaries and affiliates that produce ride performance products and systems.

Financial Information About Geographic Areas

Refer to Note 11 of the consolidated financial statements of Tenneco Inc. included in Item 8 of this report for financial information about geographic areas.

Sales, Marketing and Distribution

We have separate and distinct sales and marketing efforts for our OE and aftermarket businesses.

For OE sales, our sales and marketing team is an integrated group of professionals, including skilled engineers and program managers, who are organized by customer and product type (e.g., ride performance and clean air). Our sales and marketing team provides the appropriate mix of operational and technical expertise needed to interface successfully with the OEMs. Our new business “capture process” involves working closely with the OEM platform engineering and purchasing teams. Bidding on OE automotive platforms typically encompasses many months of engineering and business development activity. Throughout the process, our sales team, program managers and product engineers assist the OE customer in defining the project’s technical and business requirements. A normal part of the process includes our engineering and sales personnel working on customers’ integrated product teams, and assisting with developing component/system specifications and test procedures. Given that the OE

17

business involves long-term production contracts awarded on a platform-by-platform basis, our strategy is to leverage our engineering expertise and strong customer relationships to target and win new business and increase operating margins.

For aftermarket sales and marketing, our sales force is generally organized by customer and region and covers multiple product lines. We sell aftermarket products through four primary channels of distribution: (1) the traditional three-step distribution system of full-line warehouse distributors, jobbers and installers; (2) the specialty two-step distribution system of specialty warehouse distributors that carry only specified automotive product groups and installers; (3) direct sales to retailers; and (4) direct sales to installer chains. Our aftermarket sales and marketing representatives cover all levels of the distribution channel, stimulating interest in our products and helping our products move through the distribution system. Also, to generate demand for our products from end-users, we run print, online and outdoor advertisements and offer pricing promotions. We offer business-to-business services to customers with TA-Direct, an on-line order entry and customer service tool. In addition, we maintain detailed web sites for each of Walker^®, Monroe^®, Rancho^®, DynoMax^®, Monroe^® brake brands and our heavy-duty products.

Manufacturing and Engineering

We focus on achieving superior product quality at the lowest operating costs possible using productive, reliable and safe manufacturing processes to achieve that goal. Our manufacturing strategy centers on a lean production system called the Tenneco Manufacturing System (TMS), that is designed to eliminate waste, develop skills, share best practices and lead our manufacturing enterprise to reduce overall costs, while maintaining quality standards and reducing manufacturing cycle time. As part of TMS, we use Six Sigma techniques both in manufacturing and design to minimize product defects and improve operational efficiencies. We deploy new technology to differentiate our products from our competitors’ and to achieve higher quality and productivity. We continue to adapt our capacity to customer demand, both expanding capabilities in growth areas as well as reallocating capacity away from segments in decline.

Clean Air

Our consolidated businesses operate 61 clean air manufacturing facilities worldwide, of which 13 facilities are located in North America, 23 in Europe, South America and India, and 25 in Asia Pacific. We operate 16 of the manufacturing facilities in Asia Pacific through joint ventures in which we hold a controlling interest. We operate five clean air engineering and technical facilities worldwide and share three other such facilities with our ride performance operations. Of the five clean air engineering and technical facilities, one is located in North America, two in Europe, and two in Asia Pacific. In addition, two joint ventures in which we hold a noncontrolling interest operate a total of two manufacturing facilities in Europe.

Within each of our clean air manufacturing facilities, operations are organized by component (e.g., muffler, catalytic converter, pipe, resonator and manifold). Our manufacturing systems incorporate cell-based designs, allowing work-in-process to move through the operation with greater speed and flexibility. We continue to invest in plant and equipment to stay competitive in the industry. For instance, in our Smithville, Tennessee, OE manufacturing facility, we have developed a muffler assembly cell that utilizes laser welding. This allows for quicker change-over times in the process as well as less material used and less weight for the product. There is also a reduced cycle time compared to traditional joining and increased manufacturing precision for superior durability and performance. In 2007, we introduced the Measured and Matched Converter technique in North America. This allows us to maintain the optimum GBD (Gap Bulk Density) in our converter manufacturing operations with Tenneco proprietary processing. This process, coupled with cold spinning of the converter body, versus traditional cone to can welding, allows for more effective use of material through reduced welding, lower cost, and better performance of the product. In 2009, we introduced low-cost fabricated diesel manifolds in Europe which utilize advanced manufacturing processes such as deep drawing, laser welding, and furnace brazing.

To strengthen our position as a Tier 1 OE systems supplier, we have developed some of our clean air manufacturing operations into “just-in-time” or “JIT” systems. In this system, a JIT facility located close to our OE customer’s manufacturing plant receives product components from both our manufacturing operations and independent suppliers, and then assembles and ships products to the OEMs on an as-needed basis. To manage the JIT functions and material flow, we have advanced computerized material requirements planning systems linked with our customers’ and supplier partners’ resource management systems. We have 25 clean air JIT assembly facilities worldwide, of which two facilities are located in North America, nine in Europe and 14 in Asia Pacific.

Our engineering capabilities include advanced predictive design tools, advanced prototyping processes and state-of-the-art testing equipment. These technological capabilities make us a “full system” integrator to the OEMs, supplying complete emission control systems from the manifold to the tailpipe, to provide full emission and noise control. We expanded our engineering capabilities with acquisitions in 2007 and 2012 of Combustion Component Associates’ technology for use in mobile emission and stationary engine applications, respectively. That technology, with its urea and hydrocarbon injectors, electronic controls and software, is marketed and sold globally under the XNOx^® name for use in selective catalytic reduction (SCR) and other exhaust aftertreatment systems. We also offer a complete suite of alternative full system NOx aftertreatment technologies, including the Hydrocarbon Lean NOx Catalyst (HC-LNC) technology under joint development with General Electric, and SOLID SCR^™ technology licensed from Amminex, an engineering and manufacturing company located in Denmark. We also developed

18

advanced predictive engineering tools, including KBM&E (Knowledge Based Manufacturing & Engineering). The innovation of our KBM&E (which we call TEN-KBM&E) is a modular toolbox set of CAD embedded applications for manufacturing and engineering compliant design. The encapsulated TEN-KBM&E content is driven by an analytical method which continuously captures and updates the knowledge of our main manufacturing and engineering processes. Our global engineering capabilities are standardized through the use of the ATLAS Global PDM (Product Data Management) system, enabling a more efficient transfer of knowledge around the world.

Ride Performance

Our consolidated businesses operate 29 ride performance manufacturing facilities worldwide, of which nine facilities are located in North America, 15 in Europe, South America and India, and five in Asia Pacific. We operate two of the facilities through joint ventures in which we hold a controlling interest, one in Europe and another one in Asia. We operate seven engineering and technical facilities worldwide and share three other such facilities with our clean air operations. Of the seven ride performance engineering and technical facilities, two are located in North America, four in Europe, South America and India, and one in Asia Pacific.

Within each of our ride performance manufacturing facilities, operations are organized by product (e.g., shocks, struts and vibration control products) and include computer numerically controlled and conventional machine centers; tube milling and drawn-over-mandrel manufacturing equipment; metal inert gas and resistance welding; powdered metal pressing and sintering; chrome plating; stamping; and assembly/test capabilities. Our manufacturing systems incorporate cell-based designs, allowing work-in-process to move through the operation with greater speed and flexibility.

To strengthen our position as a Tier 1 OE module supplier, we have developed four of our ride performance manufacturing facilities into JIT assembly facilities located in Europe and India.

In designing our shock absorbers and struts, we use advanced engineering and test capabilities to provide product reliability, endurance and performance. Our engineering capabilities feature advanced computer-aided design equipment and testing facilities. Our dedication to innovative solutions has led to such technological advances as:

• Adaptive damping systems — adapt to the vehicle’s motion to better control undesirable vehicle motions;

• Electronically adjustable suspensions — change suspension performance based on a variety of inputs such as steering, braking, vehicle height, and velocity; and

• Air leveling systems — manually or automatically adjust the height of the vehicle.

Conventional shock absorbers and struts generally develop an appropriate compromise between ride comfort and handling. Our innovative grooved-tube, gas-charged shock absorbers and struts provide both ride comfort and vehicle control, resulting in improved handling, reduced vibration and a wider range of vehicle control. This technology can be found in our premium quality Sensa-Trac^® shock absorbers. We further enhanced this technology by adding the SafeTech^™ fluon banded piston, which improves shock absorber performance and durability. We introduced the Monroe^® Reflex^® shock absorber, which incorporates our Impact Sensor^™ device. This technology permits the shock absorber to automatically switch in a matter of milliseconds between firm and soft compression damping when the vehicle encounters rough road conditions, and thus maintaining better tire-to-road contact and improving handling and safety. We developed the Quick-Strut^® which simplifies and shortens the installation of aftermarket struts. This technology combines the spring and upper mount into a single, complete module, eliminating the need for special tools and skills required previously. We have also developed an innovative computerized electronic suspension system, which features dampers developed by Tenneco and electronic valves designed by Öhlins Racing AB. The Continuously Variable Semi Active ("CVSA") electronic suspension ride performance system is featured on Audi, Volvo, Ford, Volkswagen, BMW, and Mercedes Benz vehicles. To help make electronic suspension more affordable to a wider range of vehicles, we are designing an innovative, electronically-controlled DRiV™ suspension system that features hydraulic valve technology we purchased in 2014 from Sturman Industries.

Quality Management

Tenneco's Quality Management System is an important part of product and process development and validation. Design engineers establish performance and reliability standards in the product's design stage, and use prototypes to confirm that the component/system can be manufactured to specifications. Quality Management is also integrated into the launch and manufacturing process, with team members at every stage of the work-in-process, ensuring finished goods are being fabricated to meet customers' requirements.

The Quality Management System is detailed in Tenneco's Global Business Policy Manual. The Global Business Policy Manual complies with the ISO/TS 16949:2009, ISO 9001:2008 specifications, and customers' specific requirements. All of Tenneco's manufacturing facilities, where it has been determined that certification is necessary to serve the customer, or would provide an advantage in securing additional business, have successfully achieved the applicable standard's requirements. Each employee is expected to follow the relevant standards, policies, and procedures contained in the Global Business Policy Manual.

19

Global Procurement Management

Our direct and indirect material costs represent a significant component of our cost structure. To ensure that our material acquisition process provides both a local and global competitive advantage, in addition to meeting regional legislative requirements, we have designed globally integrated standard processes which are managed by global teams of commodity specialists. Each global commodity strategy is tailored to regional requirements while leveraging our global scale to deliver the most cost effective solutions at a local level.

Business Strategy

We strive to strengthen our global market position by designing, manufacturing, delivering and marketing technologically innovative clean air and ride performance products and systems for OEMs and the aftermarket. We work toward achieving a balanced mix of products, markets and customers by capitalizing on emerging trends, specific regional preferences and changing customer requirements. We target both mature and developing markets for light vehicle, commercial truck, off-highway and other vehicle business. We further enhance our operations by focusing on operational excellence in all functional areas.

The key components of our business strategy are described below:

Develop and Commercialize Advanced Technologies

We develop and commercialize technologies that allow us to expand into new, fast-growing markets and serve our existing customers. By anticipating customer needs and preferences, we design advanced technologies that meet global market needs. For example, to meet the increasingly stringent emissions regulations being introduced around the world, we offer several technologies designed to reduce NOx emissions from passenger, commercial truck and off-highway vehicles. These technologies include an integrated Selective Catalytic Reduction (SCR) system that incorporates our XNOx^® technology, electrical valves for diesel-powered vehicles with low-pressure exhaust gas recirculation systems, and diesel and gasoline particulate filters. We also offer a NOx absorber and a hydrocarbon lean NOx catalyst system, thermal management solutions, such as our T.R.U.E.-Clean^® active diesel particulate filter system and, through a consortium, thermoelectric generators that convert waste exhaust heat into electrical energy.

We expect demand for our products to continue to rise over the next several years. Advanced aftertreatment exhaust systems are required to comply with emissions regulations that affect light, commercial truck and off-highway vehicles as well as locomotive, marine and stationary engines. In addition, vehicle manufacturers are offering greater comfort, handling and safety features with products such as electronic suspension and adjustable dampers. Our Continuously Variable Semi Active ("CVSA") electronic suspension shock absorbers, which we co-developed with Öhlins Racing AB, are now sold to Volvo, Audi, Mercedes, VW, BMW, and Ford, among others, and our engineered elastomers to manufacturers with unique requirements. Our newest electronic suspension product DRiV^™, is the first industry example of digital valves being used for ride performance products offering faster response, lighter weight, and reduced power consumption compared to existing analog products.

We continue to focus on introducing highly engineered systems and complex assemblies and modules that provide value-added solutions to customers and increase vehicle content generally. Having many of our engineering and manufacturing facilities integrated electronically, we believe, has helped our products continue to be selected for inclusion in top-selling vehicles. In addition, our just-in-time and in-line sequencing manufacturing processes and distribution capabilities have enabled us to be more responsive to our customers’ needs.

Penetrate Adjacent Markets

We seek to penetrate a variety of adjacent sales opportunities and achieve growth in higher-margin businesses by applying our design, engineering and manufacturing capabilities. For example, we aggressively leverage our technology and engineering leadership in clean air and ride performance into adjacent sales opportunities for heavy-duty trucks, buses, agricultural equipment, construction machinery and other vehicles in other regions around the world. We design and launch clean air products for commercial truck and off-highway customers such as Caterpillar, for whom we are their global diesel clean air system integrator, John Deere, Navistar, Deutz, Daimler Trucks, MAN SE, Scania, IVECO, China National Heavy Duty Truck Company, Shanghai Diesel Engine Company, Weichai Power, FAW Group, YuChai, Kubota, Mahindra and Tata Motors. Our 2014 and 2013 revenue generated by our commercial truck, off-highway and other business was 15 percent and 14 percent, of our total OE revenue, respectively.

Expand Geographically

We continue to expand our global footprint into growth regions around the world, extending beyond North America, Europe and South America. In 2011, we relocated and expanded two plants in China and increased our investment in Thailand by acquiring the remaining interest in our clean air joint venture. We continue to develop our Thailand footprint with the goal of using it as a base for our future operations in that region. In 2012, we opened our first manufacturing plant in Japan, a clean air facility located in Osaka, which will support further growth in the region. In 2013, we opened our new clean air manufacturing

20

facility in Chakan, India which is located close to key customers in the Pune region. In 2014, we opened our new clean air research, development, and manufacturing facility in Kunshan, China to enhance our engineering capabilities and develop China-specific solutions. As OEMs have expanded in the fast-growing regions of Brazil, Russia, India, China, and Thailand, we have followed, building our capabilities to engineer and produce locally cost-competitive and cutting-edge products, enabling us to capture new business.

Maintain Our Aftermarket Leadership

We manufacture, market and sell leading, brand-name products to a diversified and global aftermarket customer base. Two of the most recognized brand-name products in the automotive parts industry are our Monroe^® ride performance products and Walker^® clean air products, which have been offered to consumers since the 1930s. We believe our brand equity in the aftermarket is a key asset especially as customers consolidate and distribution channels converge.

We provide value differentiation by creating product extensions bearing our various brands. For example, we offer Monroe^® Reflex^® and Monroe^® Sensa-Trac^® shock absorbers, Walker^® Quiet-Flow^® mufflers, Rancho^® ride performance products, DynoMax^® exhaust products and Walker Ultra^® catalytic converters, and in Europe, Walker and Aluminox Pro^™ mufflers. Further, we introduced Monroe^® Springs and Monro-Magnum^® (bus and truck shock line) in Europe and Monroe^® Dynamics^® and Monroe^® Ceramics^® brake pads in the United States. We continue to explore other opportunities for developing new product lines that will be marketed under our existing, well-known brands.

We strive to gain market share in the aftermarket business by adding new product offerings and increasing our market coverage of existing brands and products. To this end, we offer an innovative ride performance product, the Quick-Strut^®, that combines the spring and the upper mount into a single, complete module and simplifies and shortens the installation process, eliminating the need for the special tools and skills required previously. We adapt our products for use in foreign nameplate vehicles, for example, by introducing the OESpectrum^® line of ride performance products. Additionally, we find ways to benefit from the consolidation of, and regional expansion by, our customers and gained business lost by competitors that encountered financial difficulties.

Our success in the aftermarket business strengthens our competitive position with OEMs. We gain timely market and product knowledge that can be used to modify and enhance our offerings for greater customer acceptance. We continue to enhance our product coverage, expanding for example our suite of manifold converters and diesel particulate filters tailored for the aftermarket.

Execute Focused Transactions

We have successfully identified and capitalized on strategic acquisitions and alliances to achieve growth. Through these acquisitions and alliances, we have (1) expanded our product portfolio with complementary technologies; (2) realized incremental business from existing customers; (3) gained access to new customers; and (4) achieved leadership positions in geographic regions outside North America.

We positioned ourselves as a leading exhaust supplier in the rapidly growing Asian region through our operations in China, India and Thailand. In June 2009, we formed a joint venture with Beijing Hainachuan Automotive Parts Company Limited in Beijing that produces clean air exhaust systems for Hyundai. In addition, we continue to serve North American and European OEMs located in China; we supply parts and systems for luxury cars produced by BMW and Audi through our joint venture with Eberspächer International GmbH, and we supply parts and systems for various Ford platforms through our joint venture with Chengdu Lingchuan Mechanical Plant. We established a local engineering center in Shanghai to develop automotive clean air products when our joint venture with Shanghai Tractor and Engine Company, a subsidiary of Shanghai Automotive Industry Corp., was expanded. Also, we increased our investment from 80 percent to 100 percent in Tenneco Tongtai Exhaust Company Limited (TTEC) located in Dalian in the fourth quarter of 2013 and from 75 percent to 100 percent in our Thailand clean air company, Walker Exhaust Co. Limited, in August 2011. Further, we formed a joint venture in March 2010 with FAW Sihuan to supply clean air components and systems for passenger and commercial vehicles.

In late 2012, we signed an exclusive joint development agreement with Cormetech Inc., a joint equity company of Corning Inc. and Mitsubishi Heavy Industries Ltd, to design ultra-large diameter SCR catalysts for marine, locomotive and certain stationary applications. Also in late 2012, we signed a nonexclusive Joint Development and Licensing Agreement with Amminex for the design and development of SOLID-SCR^™ systems.

We have exclusive licensing agreements for T.R.U.E.-Clean^®, an exhaust aftertreatment technology used for automatic and active regeneration of Diesel Particulate Filters (DPFs), with Woodward Governor Company. This is an example of a technology, which complements our array of existing clean air products, allowing us to provide integrated exhaust aftertreatment systems to commercial truck, off-highway and other vehicle manufacturers.

21

In February 2014, we secured the exclusive rights to the digital value technology used in our DRiV^™ suspension systems from Sturman Industries, Inc. DRiV^™ systems feature electronically controlled dampers with hydraulic valves that can be used in a variety of vehicle damping applications.

We intend to continue to pursue strategic alliances, joint ventures, acquisitions and other transactions that complement or enhance our existing products, technology, systems development efforts, customer base and/or global presence. We will align with companies that have proven products, proprietary technology, advanced research capabilities, broad geographic reach, and/or strong market positions to further strengthen our product leadership, technology position, global reach and customer relationships.

Adapt Cost Structure to Economic Realities

We aggressively respond to difficult economic environments, aligning our operations to any resulting reductions in production levels and replacement demand and executing comprehensive restructuring and cost-reduction initiatives. For example, on January 31, 2013, we announced our intent to reduce structural costs in Europe by approximately $60 million annually, and anticipate related costs of approximately $120 million, which includes the closing of the Vittaryd facility in Sweden that we announced in September 2012 and a $7 million charge recorded in the fourth quarter of 2012 related to the impairment of certain assets in the European ride performance business. We incurred $78 million in restructuring and related costs in 2013, of which $69 million was related to this initiative including $3 million for non-cash asset write downs. In 2014, we incurred $49 million in restructuring and related costs, of which $31 million was related to this initiative including $3 million for non-cash asset write downs. We expect that most of the remaining expense will be recorded in 2015, and that the company will reach a full savings run rate in 2016. Any plans affecting our European hourly and salaried workforce would be subject to consultation with the relevant employee representatives.

Strengthen Operational Excellence

We will continue to focus on operational excellence by optimizing our manufacturing footprint, enhancing our Six Sigma processes and Lean productivity tools, developing further our engineering capabilities, managing the complexities of our global supply chain to realize purchasing economies of scale while satisfying diverse and global requirements, and supporting our businesses with robust information technology systems. We will make investments in our operations and infrastructure as required to achieve our strategic goals. We will be mindful of the changing market conditions that might necessitate adjustments to our resources and manufacturing capacity around the world. We will remain committed to protecting the environment as well as the health and safety of our employees.

Environmental Matters

We estimate that we and our subsidiaries will make expenditures for plant, property and equipment for environmental matters of approximately $6 million in 2015 and $4 million in 2016.

For additional information regarding environmental matters, see Item 3, “Legal Proceedings,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and Note 12 to the consolidated financial statements of Tenneco Inc. included in Item 8.

Employees

As of December 31, 2014, we had approximately 29,000 employees of whom approximately 41 percent were covered by collective bargaining agreements. European works councils cover 18 percent of our total employees, a majority of whom are also included under collective bargaining agreements. Several of our existing labor agreements in Mexico and Canada are scheduled for renegotiation in 2015. In addition, agreements covering plants in Argentina , Brazil and Portugal are expiring in 2015. We regard our employee relations as satisfactory.

Other

The principal raw material that we use is steel. We obtain steel from a number of sources pursuant to various contractual and other arrangements. We believe that an adequate supply of steel can presently be obtained from a number of different domestic and foreign suppliers. In general, steel prices have been increasing since 2004 with the exception of a temporary but significant decline in prices as a result of the economic turmoil in 2008 and 2009. We address such price increases by evaluating alternative materials and processes, reviewing material substitution opportunities, increasing component and assembly to best cost countries, as well as strategically pursuing regional and global purchasing strategies for specific commodities, and aggressively negotiating with our customers to allow us to recover these higher costs from them. As global economies continue to recover, we expect increasing price pressure on key commodities, including rubber, oil and steel.

We hold a number of domestic and foreign patents and trademarks relating to our products and businesses. We manufacture and distribute our aftermarket products primarily under the Walker^® and Monroe^® brand names, which are well-recognized in the marketplace and are registered trademarks. We also market certain of our clean air products to OE manufacturers under the names

22

SOLID SCR^™ and XNOx^® . The patents, trademarks and other intellectual property owned by or licensed to us are important in the manufacturing, marketing and distribution of our products.

23

ITEM 1A.RISK FACTORS.

Future deterioration or prolonged difficulty in economic conditions could have a material adverse impact on our business, financial position and liquidity.

The economic crisis in 2008 and 2009 and the related worldwide financial industry turmoil resulted in a severe and global tightening of credit and liquidity. These conditions led to low consumer confidence, which resulted in delayed and reduced purchases of durable consumer goods such as automobiles. As a result, our OEM customers significantly reduced their production schedules. In general, light vehicle production has increased since the second half of 2009, although there was weakness in Europe and South America in 2012, in Europe and India in 2013 and in India and South America in 2014. Additionally, production of commercial truck and off-highway vehicles with our content on them has been weaker than expected in certain product applications, such as agricultural and construction equipment in North America for 2014. We cannot assure you that production levels will increase or that they may not decline. Future deterioration or prolonged difficulty in economic conditions could have a material adverse effect on our business, financial position and liquidity.

For example, as we saw in 2008 and 2009, disruptions in the financial markets may adversely impact the availability and cost of credit which could materially and negatively affect our Company. Future disruptions in the capital and credit markets could adversely affect our customers’ and our ability to access the liquidity that is necessary to fund operations on terms that are acceptable to us or at all.

In addition, financial or other difficulties at any of our major customers could have a material adverse impact on us, including as a result of lost revenues, significant write downs of accounts receivable, significant impairment charges or additional restructurings beyond our current global plans. Severe financial or other difficulties at any of our major suppliers could have a material adverse effect on us if we are unable to obtain on a timely basis on similar economic terms the quantity and quality of components we require to produce our products.

Moreover, severe financial or operating difficulties at any automotive, commercial truck and off-highway vehicle manufacturer or other supplier could have a significant disruptive effect on the entire industry, leading to supply chain disruptions and labor unrest, among other things. These disruptions could force original equipment manufacturers and, in turn, other suppliers, including us, to shut down production at plants. While the difficulties facing our customers and suppliers over the last several years have been primarily financial in nature, other difficulties, such as an inability to meet increased demand as the economy recovers, could also result in supply chain and other disruptions.

We are subject to investigations by antitrust regulators and developments in these investigations and related matters could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

We are subject to a variety of laws and regulations that govern our business both in the United States and internationally, including antitrust laws. Violations of antitrust laws can result in significant penalties being imposed by antitrust authorities. Costs, charges and liabilities arising out of or related to these investigations and related claims can also be significant.

Antitrust authorities are investigating possible violations of antitrust laws by multiple automotive parts suppliers, including Tenneco. At this point, we cannot estimate the ultimate impact on our company from investigations into our antitrust compliance and related matters but, in light of the uncertainties and many variables involved in such investigations and potential related claims, we cannot assure you that the outcome of these and other investigations and related claims will not be material to Tenneco's consolidated financial position, results of operations or liquidity.

Factors that reduce demand for our products or reduce prices could materially and adversely impact our financial condition and results of operations.

Demand for and pricing of our products are subject to economic conditions and other factors present in the various domestic and international markets where the products are sold. Demand for our OE products is subject to the level of consumer demand for new vehicles that are equipped with our parts. The level of new light vehicle, commercial truck and off-highway vehicle purchases is cyclical, affected by such factors as general economic conditions, interest rates and availability of credit, consumer confidence, patterns of consumer spending, industrial construction levels, fuel costs, government incentives and vehicle replacement cycles. Consumer preferences also impact the demand for new light vehicle purchases. For example, if consumers increasingly prefer electric vehicles, demand for the vehicles equipped with our clean air products would decrease.

Demand for our aftermarket, or replacement, products varies based upon such factors as general economic conditions; the level of new vehicle purchases, which initially displaces demand for aftermarket products; the severity of winter weather, which increases the demand for certain aftermarket products; and other factors, including the average useful life of parts and number of miles driven.

The highly cyclical nature of the automotive and commercial vehicle industry presents a risk that is outside our control and that cannot be accurately predicted. Decreases in demand for automobiles and commercial vehicles and vehicle parts

24

generally, or in the demand for our products in particular, could materially and adversely impact our financial condition and results of operations.

In addition, we believe that increasingly stringent environmental standards for emissions have presented and will continue to present an important opportunity for us to grow our clean air business. We cannot assure you, however, that environmental standards for emissions will continue to become more stringent or that the adoption of any new standards will not be delayed beyond our expectations.

We are dependent on large customers for future revenue. The loss of all or a substantial portion of our sales to any of these customers or the loss of market share by these customers could have a material adverse impact on us.

We depend on major vehicle manufacturers for a substantial portion of our net sales. For example, during fiscal year ended December 31, 2014, GM and Ford accounted for 15 percent and 13 percent of our net sales, respectively. The loss of all or a substantial portion of our sales to any of our large-volume customers could have a material adverse effect on our financial condition and results of operations by reducing cash flows and our ability to spread costs over a larger revenue base. We may make fewer sales to these customers for a variety of reasons, including but not limited to: (1) loss of awarded business; (2) reduced or delayed customer requirements; (3) strikes or other work stoppages affecting production by the customers; or (4) reduced demand for our customers’ products.

In addition, our OE customers compete intensively against each other and other OE manufacturers. The loss of market share by any of our significant OE customers could have a material adverse effect on our business unless we are able to achieve increased sales to other OE manufacturers.

We may be unable to realize sales represented by our awarded business, which could materially and adversely impact our financial condition and results of operations.

The realization of future sales from awarded business is inherently subject to a number of important risks and uncertainties, including the number of vehicles that our OE customers will actually produce, the timing of that production and the mix of options that our OE customers and consumers may choose. For several years prior to 2008, substantially all of our North American vehicle manufacturing customers had slowed or maintained at relatively flat levels new vehicle production. In 2009, new vehicle production decreased dramatically in many geographic regions as a result of the global economic crisis. During the second half of 2009 and in 2010, new vehicle production stabilized and began to strengthen from these low production levels. For 2011 through 2014, light vehicle production continued to improve in most geographic regions in which we operate. European production was weak in 2013 but improved in 2014, production in South America declined in 2014 and production in India declined further in 2014. Additionally, production of commercial truck and off-highway vehicles with our content on them has been weaker than expected in certain product applications, such as agricultural and construction equipment in North America for 2014. In addition to the risks inherent in the cyclicality of vehicle production, our customers generally have the right to replace us with another supplier at any time for a variety of reasons and have demanded price decreases over the life of awarded business. Accordingly, we cannot assure you that we will in fact realize any or all of the future sales represented by our awarded business. Any failure to realize these sales could have a material adverse effect on our financial condition, results of operations, and liquidity.

In many cases, we must commit substantial resources in preparation for production under awarded OE business well in advance of the customer’s production start date. In certain instances, the terms of our OE customer arrangements permit us to recover these pre-production costs if the customer cancels the business through no fault of our company. Although we have been successful in recovering these costs under appropriate circumstances in the past, we can give no assurance that our results of operations will not be materially impacted in the future if we are unable to recover these types of pre-production costs in the event of an OE customer’s cancellation of awarded business.

Our level of debt makes us more sensitive to the effects of economic downturns; and provisions in our debt agreements could constrain our ability to react to changes in the economy or our industry.

Our level of debt makes us more vulnerable to changes in our results of operations because a significant portion of our cash flow from operations is dedicated to servicing our debt and is not available for other purposes and our level of debt could impair our ability to raise additional capital if necessary.

Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. If we do not generate sufficient cash flow to meet our debt service, capital investment and working capital requirements, we may need to seek additional financing or sell assets. Without such financing, we could be forced to sell assets under unfavorable circumstances and we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.

25

In addition, our senior credit facility and our other debt agreements contain covenants that limit our flexibility in planning for or reacting to changes in our business and our industry, including limitations on incurring additional indebtedness, making investments, granting liens, selling assets and merging or consolidating with other companies.

Our failure to comply with the covenants contained in our debt instruments, including as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our operating results and our financial condition.

Our senior credit facility and receivables securitization program in the U.S. require us to maintain certain financial ratios. Our senior credit facility and our other debt instruments require us to comply with various operational and other covenants. If there were an event of default under any of our debt instruments that was not cured or waived, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately (which, in turn, could also result in an event of default under one or more of our other financing arrangements). If such event occurs, the lenders under our senior credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets and we could lose access to our securitization program. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments, either upon maturity or if accelerated, upon an event of default, or that we would be able to refinance or restructure the payments on those debt instruments. This would have a material adverse impact on our liquidity, financial position and results of operations. For example, as a result of the economic downturn in 2008 and 2009, we needed to amend our senior credit agreement to revise the financial ratios we are required to maintain. Even though we were able to obtain that amendment, we cannot assure you that we would be able to obtain an amendment on commercially reasonable terms, or at all, if required in the future.

Our working capital requirements may negatively affect our liquidity and capital resources.

Our working capital requirements can vary significantly, depending in part on the level, variability and timing of our customers’ worldwide vehicle production and the payment terms with our customers and suppliers. If our working capital needs exceed our cash flows from operations, we would look to our cash balances and availability for borrowings under our borrowing arrangements to satisfy those needs, as well as potential sources of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

We may be unable to realize our business strategy of improving operating performance and generating savings and improvements.

We regularly implement strategic and other initiatives designed to improve our operating performance. For example, in 2013 we announced a cost reduction initiative in Europe to significantly reduce our annual structural costs in the region. Our inability to implement these initiatives in accordance with our plans or our failure to achieve the goals of these initiatives could have a material adverse effect on our business, particularly since we rely on these initiatives to offset pricing pressures from our suppliers and our customers, as described above, as well as to manage the impacts of production cuts, such as the significant production decreases we experienced during 2008 and 2009 as a result of the global economic crisis, and the lingering effects this crisis had in Europe in particular, where light vehicle production declined in 2012 and remained at weak production levels in 2013 and 2014. Our implementation of announced initiatives is from time to time subject to legal challenge in certain non-U.S. jurisdictions (where applicable employment laws differ from those in the United States). Furthermore, the terms of our senior credit facility and the indentures governing our notes may restrict the types of initiatives we undertake. In the past we have been successful in obtaining the consent of our senior lenders where appropriate in connection with our initiatives. We cannot assure you, however, that we will be able to pursue, successfully implement or realize the expected benefits of any initiative or that we will be able to sustain improvements made to date.

Exchange rate fluctuations could cause a decline in our financial condition and results of operations.

As a result of our international operations, we are subject to increased risk because we generate a significant portion of our net sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. For example, where we have a greater portion of costs than revenues generated in a foreign currency, we are subject to risk if the foreign currency in which our costs are paid appreciates against the currency in which we generate revenue because the appreciation effectively increases our cost in that country.

The financial condition and results of operations of some of our operating entities are reported in foreign currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported revenues and operating profit while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported revenues and operating profit. For example, our consolidated results of operations were negatively impacted in 2014 primarily due to the weakening of the Canadian dollar, Argentine Peso, and the Euro against the U.S. dollar, in 2013 primarily due to the weakening of the Canadian dollar, Argentine Peso and Indian Rupee against the U.S. dollar and in 2012 due to the weakening of the Euro against the U.S. dollar. We do not generally seek to mitigate this translation effect

26

through the use of derivative financial instruments. To the extent we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in that currency could have a material adverse effect on our business.

The hourly workforce in the industries in which we participate is highly unionized and our business could be adversely affected by labor disruptions.

A portion of our hourly workforce in North America and the majority of our hourly workforce in other regions are unionized. Although we consider our current relations with our employees to be satisfactory, if major work disruptions were to occur, our business could be adversely affected by, for instance, a loss of revenues, increased costs or reduced profitability. We have not experienced a material labor disruption in our recent history, but there can be no assurance that we will not experience a material labor disruption at one of our facilities in the future in the course of renegotiation of our labor arrangements or otherwise.

In addition, substantially all of the hourly employees of General Motors, Ford and Chrysler in North America and many of their other suppliers are represented by the United Automobile, Aerospace and Agricultural Implement Workers of America under collective bargaining agreements. Vehicle manufacturers, their suppliers and their respective employees in other countries are also subject to labor agreements. A work stoppage or strike at one of our production facilities, at those of a customer, or impacting a supplier of ours or any of our customers, such as the 2008 strike at American Axle which resulted in 30 GM facilities in North America being idled for several months, could have an adverse impact on us by disrupting demand for our products and/or our ability to manufacture our products.

In the past, we have experienced significant increases and fluctuations in raw materials pricing; and future changes in the prices of raw materials or utility services could have a material adverse impact on us without proportionate recovery from our customers.

Significant increases in the cost of certain raw materials used in our products or the cost of utility services required to produce our products, to the extent they are not timely reflected in the price we charge our customers or are otherwise mitigated, could materially and adversely impact our results. In general, commodity prices including steel, oil and rubber, have been increasing since 2004 with the exception of a temporary but significant decline in prices as a result of the economic turmoil in 2008 and 2009. Notwithstanding this temporary decline, the trend of increasing commodity prices has continued. We mitigated these challenges by evaluating alternative materials and processes, reviewing material substitution opportunities, increasing component sourcing and parts assembly in best cost countries as well as strategically pursuing regional and global purchasing strategies for specific commodities, and aggressively negotiating to recover these higher costs from our customers. We also continue to pursue productivity initiatives and other opportunities to reduce costs through restructuring activities. During periods of economic recovery, the cost of raw materials and utility services generally rise. Accordingly, we cannot ensure that we will not face increased prices in the future or, if we do, whether these actions will be effective in containing them.

With Tenneco entering into new product lines and employing new technologies, our ability to produce certain of these products may be constrained due to longer lead times for our facilities, as well as those of our suppliers. We attempt to mitigate the negative effects of these longer lead times by improving the accuracy of our long term planning; however, we cannot provide any certainty that we will always be successful in avoiding disruptions to our delivery schedules.

We may incur costs related to product warranties, environmental and regulatory matters, legal proceedings and other claims, which could have a material adverse impact on our financial condition and results of operations.

From time to time, we receive product warranty claims from our customers, pursuant to which we may be required to bear costs of repair or replacement of certain of our products. Vehicle manufacturers require their outside suppliers to guarantee or warrant their products and to be responsible for the operation of these component products in new vehicles sold to consumers. Warranty claims may range from individual customer claims to full recalls of all products in the field. We cannot assure you that costs associated with providing product warranties will not be material, or that those costs will not exceed any amounts reserved in our consolidated financial statements. For a description of our accounting policies regarding warranty reserves, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” included in Item 7.

We are subject to extensive government regulations worldwide. Foreign, federal, state and local laws and regulations may change from time to time and our compliance with new or amended laws and regulations in the future may materially increase our costs and could adversely affect our results of operations and competitive position. For example, we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Soil and groundwater remediation activities are being conducted at certain of our current and former real properties. We record liabilities for these activities when environmental assessments indicate that the remedial efforts are probable and the costs can be reasonably estimated. On this basis, we have established reserves that we believe are adequate for the remediation activities at our current

27

and former real properties for which we could be held responsible. Although we believe our estimates of remediation costs are reasonable and are based on the latest available information, the cleanup costs are estimates and are subject to revision as more information becomes available about the extent of remediation required. In future periods, we could incur cash costs or charges to earnings if we are required to undertake remediation efforts as the result of ongoing analysis of the environmental status of our properties. In addition, violations of the laws and regulations we are subject to could result in civil and criminal fines, penalties and sanctions against us, our officers or our employees, as well as prohibitions on the conduct of our business, and could also materially affect our reputation, business and results of operations.

We also from time to time are involved in a variety of legal proceedings, claims or investigations. These matters typically are incidental to the conduct of our business. Some of these matters involve allegations of damages against us relating to environmental liabilities, intellectual property matters, personal injury claims, taxes, employment matters or commercial or contractual disputes or allegations relating to legal compliance by us or our employees. For example, we are subject to a number of lawsuits initiated by a significant number of claimants alleging health problems as a result of exposure to asbestos. Many of these cases involve significant numbers of individual claimants. Many of these cases also involve numerous defendants, with the number of defendants in some cases exceeding 100 defendants from a variety of industries. As major asbestos manufacturers or other companies that used asbestos in their manufacturing processes continue to go out of business, we may experience an increased number of these claims.

We vigorously defend ourselves in connection with all of the matters described above. We cannot, however, assure you that the costs, charges and liabilities associated with these matters will not be material, or that those costs, charges and liabilities will not exceed any amounts reserved for them in our consolidated financial statements. In future periods, we could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental and Legal Contingencies” included in Item 7.

Developments relating to our intellectual property could materially impact our business.

We and others in our industry hold a number of patents and other intellectual property rights, including licenses, that are critical to our respective businesses and competitive positions. Notwithstanding our intellectual property portfolio, our competitors may develop similar or superior proprietary technologies. Further, as we expand into regions where the protection of intellectual property rights is less robust, the risk of others replicating our proprietary technologies increases, which could result in a deterioration of our competitive position. On occasion, we may assert claims against third parties who are taking actions that we believe are infringing on our intellectual property rights. Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third party intellectual property rights. These claims, regardless of their merit or resolution, are frequently costly to prosecute, defend or settle and divert the efforts and attention of our management and employees. Claims of this sort also could harm our relationships with our customers and might deter future customers from doing business with us. If any such claim were to result in an adverse outcome, we could be required to take actions which may include: expending significant resources to develop or license non-infringing products; paying substantial damages to third parties, including to customers to compensate them for their discontinued use or replacing infringing technology with non-infringing technology; or cessation of the manufacture, use or sale of the infringing products. Any of the foregoing results could have a material adverse effect on our business, financial condition, results of operations or our competitive position.

We are increasingly dependent on information technology, and if we are unable to protect against service interruptions or security breaches, our business could be adversely affected.

Our operations rely on a number of information technologies to manage, store, and support business activities. We have put in place a number of systems, processes, and practices designed to protect against the failure of our systems, as well as the misappropriation, exposure or corruption of the information stored thereon. Unintentional service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Further, these events may cause operational impediments or otherwise adversely affect our product sales, financial condition and/or results of operations. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential information belonging to us or our employees, customers or suppliers. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and/or diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

We may have difficulty competing favorably in the highly competitive automotive parts industry.

The automotive parts industry is highly competitive. Although the overall number of competitors has decreased due to ongoing industry consolidation, we face significant competition within each of our major product areas, including from new

28

competitors entering the markets which we serve. The principal competitive factors include price, quality, service, product performance, design and engineering capabilities, new product innovation, global presence and timely delivery. As a result, many suppliers have established or are establishing themselves in emerging, low-cost markets to reduce their costs of production and be more conveniently located for customers. Although we are also pursuing a best-cost country production strategy and otherwise continue to seek process improvements to reduce costs, we cannot assure you that we will be able to continue to compete favorably in this competitive market or that increased competition will not have a material adverse effect on our business by reducing our ability to increase or maintain sales or profit margins.

Furthermore, due to the cost focus of our major customers, we have been, and expect to continue to be, requested to reduce prices as part of our initial business quotations and over the life of vehicle platforms we have been awarded. We cannot be certain that we will be able to generate cost savings and operational improvements in the future that are sufficient to offset price reductions requested by existing customers and necessary to win additional business.

The decreasing number of automotive parts customers and suppliers could make it more difficult for us to compete favorably.

Our financial condition and results of operations could be adversely affected because the customer base for automotive parts is decreasing in both the original equipment market and aftermarket. As a result, we are competing for business from fewer customers. Furthermore, consolidation and bankruptcies among automotive parts suppliers has resulted in fewer, larger suppliers who benefit from purchasing and distribution economies of scale. If we cannot achieve cost savings and operational improvements sufficient to allow us to compete favorably in the future with these larger companies, our financial condition and results of operations could be adversely affected due to a reduction of, or inability to increase sales.

We may not be able to successfully respond to the changing distribution channels for aftermarket products.

Major automotive aftermarket retailers, such as AutoZone and Advance Auto Parts, have worked to increase their commercial sales by selling directly to automotive parts installers in addition to individual consumers. These installers have historically purchased from their local warehouse distributors and jobbers, who are our more traditional customers. We cannot assure you that we will be able to maintain or increase aftermarket sales through increasing our sales to retailers. Furthermore, because of the cost focus of major retailers, we have occasionally been requested to offer price concessions to them. Our failure to maintain or increase aftermarket sales, or to offset the impact of any reduced sales or pricing through cost improvements, could have an adverse impact on our business and operating results.

Longer product lives of automotive parts are adversely affecting aftermarket demand for some of our products.

The average useful life of automotive parts has steadily increased in recent years due to innovations in products and technologies. The longer product lives allow vehicle owners to replace parts of their vehicles less often. As a result, a portion of sales in the aftermarket has been displaced. This has adversely impacted, and could continue to adversely impact, our aftermarket sales. Also, any additional increases in the average useful lives of automotive parts would further adversely affect the demand for our aftermarket products. Aftermarket sales represented approximately 15 percent and 16 percent of our net sales in the fiscal years ended December 31, 2014 and 2013, respectively.

Any acquisitions we make could disrupt our business and seriously harm our financial condition.

We may, from time to time, consider acquisitions of complementary companies, products or technologies. Acquisitions involve numerous risks, including difficulties in the assimilation of the acquired businesses, the diversion of our management’s attention from other business concerns and potential adverse effects on existing business relationships with customers and suppliers. In addition, any acquisitions could involve the incurrence of substantial additional indebtedness. We cannot assure you that we will be able to successfully integrate any acquisitions that we pursue or that such acquisitions will perform as planned or prove to be beneficial to our operations and cash flow. Any such failure could seriously harm our business, financial condition and results of operations.

We are subject to risks related to our international operations.

We have manufacturing and distribution facilities in many regions and countries, including Australia, Asia, North America, Europe, South Africa and South America, and sell our products worldwide. For the fiscal year ended December 31, 2014, approximately 52 percent of our net sales were derived from operations outside North America. International operations are subject to various risks which could have a material adverse effect on those operations or our business as a whole, including:

• currency exchange rate fluctuations;

• exposure to local economic conditions and labor issues;

• exposure to local political conditions, including the risk of seizure of assets by a foreign government;

29

• exposure to local social unrest, including any resultant acts of war, terrorism or similar events;

• exposure to local public health issues and the resultant impact on economic and political conditions;

• hyperinflation in certain foreign countries;

• controls on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;

• export and import restrictions; and

• requirements for manufacturers to use locally produced goods.

Regulations related to conflict-free minerals may force us to incur additional expenses and otherwise adversely impact our business.

In August 2012, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted final rules regarding disclosure of the use of certain minerals, known as conflict minerals, originating from the Democratic Republic of Congo (DRC) or adjoining countries. These new requirements require ongoing due diligence efforts, with initial disclosure requirements that began in May 2014. Our supply chain is complex and we may incur significant costs to determine the source of any such minerals used in our products. We may also incur costs with respect to potential changes to products, processes or sources of supply as a consequence of our diligence activities. Further, the implementation of these rules and their effect on customer, supplier and/or consumer behavior could adversely affect the sourcing, supply and pricing of materials used in our products. As there may be only a limited number of suppliers offering conflict-free minerals, we cannot be sure that we will be able to obtain necessary minerals from such suppliers in sufficient quantities or at competitive prices. We may face reputational challenges if we determine that certain of our products contain minerals not determined to be conflict-free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products through the procedures we implement. Accordingly, the implementation of these rules could have a material adverse effect on our business, results of operations and/or financial condition.

Entering new markets poses new competitive threats and commercial risks.

As we have expanded into markets beyond light vehicles, we expect to diversify our product sales by leveraging technologies being developed for the light vehicle segment. Such diversification requires investments and resources which may not be available as needed. We cannot guarantee that we will be successful in leveraging our capabilities into new markets and thus, in meeting the needs of these new customers and competing favorably in these new markets. Further, a significant portion of our growth potential is dependent on our ability to increase sales to commercial truck and off-highway vehicle customers. While we believe that we can achieve our growth targets with the production contracts that have been or will be awarded to us, our future prospects will be negatively affected if those customers underlying these contracts experience reduced demand for their products, or financial difficulties.

Impairment in the carrying value of long-lived assets and goodwill could negatively affect our operating results.

We have a significant amount of long-lived assets and goodwill on our consolidated balance sheet. Under generally accepted accounting principles, long-lived assets are required to be reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment. If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges. Goodwill must be evaluated for impairment annually or more frequently if events indicate it is warranted. If the carrying value of our reporting units exceeds their current fair value as determined based on the discounted future cash flows of the related business, the goodwill is considered impaired and is reduced to fair value by a non-cash charge to earnings. Events and conditions that could result in impairment in the value of our long-lived assets and goodwill include changes in the industries in which we operate, particularly the impact of a downturn in the global economy, as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability. For example, during the fiscal year ended December 31, 2012, we recorded non-cash asset impairment charges of $4 million related to the announced closing of our aftermarket clean air plant in Vittaryd, Sweden, and a $7 million asset impairment charge related to certain assets of our European ride performance business. We did not record any non-cash asset impairment charges during the fiscal years ended December 31, 2013 or 2014.

The value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results.

As of December 31, 2014, we had approximately $202 million in net deferred tax assets. These deferred tax assets include net operating loss carryovers and tax credits that can be used to offset taxable income in future periods and reduce income taxes payable in those future periods. Each quarter, we determine the probability of the realization of deferred tax assets, using significant judgments and estimates with respect to, among other things, historical operating results and

30

expectations of future earnings and tax planning strategies. If we determine in the future that there is not sufficient positive evidence to support the valuation of these assets, due to the risk factors described herein or other factors, we may be required to further adjust the valuation allowance to reduce our deferred tax assets. Such a reduction could result in material non-cash expenses in the period in which the valuation allowance is adjusted and could have a material adverse effect on our results of operations.

Our expected annual effective tax rate could be volatile and materially change as a result of changes in mix of earnings and other factors.

Our overall effective tax rate is equal to our total tax expense as a percentage of our total profit or loss before tax. However, tax expenses and benefits are determined separately for each tax paying entity or group of entities that is consolidated for tax purposes in each jurisdiction. Losses in certain jurisdictions may provide no current financial statement tax benefit. As a result, changes in the mix of profits and losses between jurisdictions, among other factors, could have a significant impact on our overall effective tax rate.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.PROPERTIES.

We lease our principal executive offices, which are located at 500 North Field Drive, Lake Forest, Illinois, 60045.

Our Clean Air business operates 61 manufacturing facilities worldwide, of which 13 facilities are located in North America, 23 in Europe, South America and India, and 25 in Asia Pacific. Clean Air business also operatesfive engineering and technical facilities worldwide and shares three other such facilities with our Ride Performance business. Twenty-five of these manufacturing plants are JIT facilities. In addition, two joint ventures in which we hold a noncontrolling interest operate a total of two manufacturing facilities in Europe, all of which are JIT facilities.

Our Ride Performance business operates 29 manufacturing facilities worldwide, of which nine facilities are located in North America, 15 in Europe, South America and India, and five in Asia Pacific. Our Ride Performance business also operates seven engineering and technical facilities worldwide and shares three other such facilities with our Clean Air business. Four of these manufacturing plants are JIT facilities located in Europe and India.

The above-described manufacturing locations are located in Argentina, Australia, Belgium, Brazil, Canada, China, Czech Republic, France, Germany, Hungary, India, Italy, Japan, Mexico, Poland, Portugal, Russia, Spain, South Africa, South Korea, Sweden, Thailand, the United Kingdom and the United States. We also have sales offices located in Singapore, Taiwan and United Arab Emirates.

We own 48 and lease 62 of the properties described above. We hold 18 of the above-described international manufacturing facilities through eight joint ventures in which we own a controlling interest. In addition, two joint ventures in which we hold a noncontrolling interest operate a total of two manufacturing facilities in Europe. We also have distribution facilities at our manufacturing sites and at a few off-site locations, substantially all of which we lease.

We believe that substantially all of our plants and equipment are, in general, well maintained and in good operating condition. They are considered adequate for present needs and, as supplemented by planned construction, are expected to remain adequate for the near future.

We also believe that we have generally satisfactory title to the properties owned and used in our respective businesses.

ITEM 3.LEGAL PROCEEDINGS.

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations. These matters are typically incidental to the conduct of our business and create the potential for contingent losses. We accrue for potential contingent losses when our review of available facts indicates that it is probable a loss has been incurred and the amount of the loss is reasonably estimable. Each quarter we assess our loss contingencies based upon currently available facts, existing technology, presently enacted laws and regulations and taking into consideration the likely effects of inflation and other societal and economic factors and record adjustments to these reserves as required. As an example, we consider all available evidence including prior experience in remediation of contaminated sites, other companies’ cleanup experiences and data released by the United States Environmental Protection Agency or other organizations when we evaluate our environmental remediation contingencies. All of our loss contingency estimates are subject to revision in future periods based on actual costs or new information. With respect to our environmental liabilities, where future cash flows are fixed or reliably determinable, we have discounted those liabilities. We evaluate recoveries separately from the liability and, when they are assured, recoveries are recorded and reported separately from the associated liability in our consolidated financial statements.

31

Environmental Matters

We are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to current operations. We expense costs related to an existing condition caused by past operations that do not contribute to current or future revenue generation. As of December 31, 2014, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At December 31, 2014, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $15 million, of which $3 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.2 percent. The undiscounted value of the estimated remediation costs was $19 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2015, $1 million each year beginning 2016 through 2019 and $12 million in aggregate thereafter.

Based on information known to us, we have established reserves that we believe are adequate for these costs. Although we believe these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates and are subject to revision as more information becomes available about the extent of remediation required. At some sites, we expect that other parties will contribute towards the remediation costs. In addition, certain environmental statutes provide that our liability could be joint and several, meaning that we could be required to pay in excess of our share of remediation costs. Our understanding of the financial strength of other potentially responsible parties at these sites has been considered, where appropriate, in our determination of our estimated liability. We do not believe that any potential costs associated with our current status as a potentially responsible party in the Federal Superfund site, or as a liable party at the other locations referenced herein, will be material to our consolidated financial position, results of operations, or liquidity.

Antitrust Investigations

On March 25, 2014, representatives of the European Commission were at Tenneco GmbH's Edenkoben, Germany administrative facility to gather information in connection with an ongoing global antitrust investigation concerning multiple automotive suppliers. On March 25, 2014, we also received a related subpoena from the U.S. Department of Justice (“DOJ”).

On November 5, 2014, the DOJ granted us conditional leniency pursuant to an agreement we entered into under the Antitrust Division’s Corporate Leniency Policy. This agreement provides us with important benefits in exchange for our self reporting of matters to the DOJ and our continuing full cooperation with the DOJ’s resulting investigation. For example, the DOJ will not bring any criminal antitrust prosecution against us, nor seek any criminal fines or penalties, in connection with the matters we reported to the DOJ. Additionally, there are limits on our liability related to any follow on civil antitrust litigation in the U.S. The limits include single rather than treble damages, as well as relief from joint and several antitrust liability with other relevant civil antitrust action defendants. These limits are subject to our satisfying the DOJ and any court presiding over such follow on civil litigation. We cannot provide any assurance as to when such actions will be filed in the future or how they will ultimately be resolved.

Certain other competition agencies are also investigating possible violations of antitrust laws relating to products supplied by our company. We have cooperated and continue to cooperate fully with all of these antitrust investigations, and take other actions to minimize our potential exposure.

Antitrust law investigations and related matters often continue for several years and can result in significant penalties and liability. At this point, we cannot estimate the ultimate impact on our company from investigations into our antitrust compliance and related matters in light of the uncertainties and many variables involved, and there can be no assurance that the ultimate resolution of these matters, including any civil litigation claims, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

We expect to continue to incur legal and related costs pertaining to the ongoing antitrust investigation in 2015. While the quarterly costs we incur in 2015 may be lower than those incurred in 2014, such costs may not be evenly distributed throughout the year.

Other Legal Proceedings, Claims and Investigations

We also from time to time are involved in legal proceedings, claims or investigations. Some of these matters involve allegations of damages against us relating to environmental liabilities (including, toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, employment matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance. For example, one of our Argentine subsidiaries is currently defending against a criminal complaint alleging the failure to comply with laws requiring the proceeds of export transactions to be collected, reported and/or converted to local currency within specified time periods. As another example, in

32

the U.S. we are subject to an audit in 11 states with respect to the payment of unclaimed property to those states, spanning a period as far back as over 30 years. While we vigorously defend ourselves against all of these legal proceedings, claims and investigations and take other actions to minimize our potential exposure, in future periods we could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claim, except as described above under "Antitrust Investigations," we do not expect the legal proceedings, claims or investigations currently pending against us will have any material adverse impact on our consolidated financial position, results of operations or liquidity.

In addition, we are subject to lawsuits initiated by a significant number of claimants alleging health problems as a result of exposure to asbestos. In the early 2000’s we were named in nearly 20,000 complaints, most of which were filed in Mississippi state court and the vast majority of which made no allegations of exposure to asbestos from our product categories. Most of these claims have been dismissed and our current docket of active and inactive cases is less than 500 cases nationwide. A small number of claims have been asserted by railroad workers alleging exposure to asbestos products in railroad cars manufactured by The Pullman Company, one of our subsidiaries. The substantial majority of the remaining claims are related to alleged exposure to asbestos in our automotive products. Only a small percentage of the claimants allege that they were automobile mechanics and a significant number appear to involve workers in other industries or otherwise do not include sufficient information to determine whether there is any basis for a claim against us. We believe, based on scientific and other evidence, it is unlikely that mechanics were exposed to asbestos by our former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants, with the number in some cases exceeding 100 defendants from a variety of industries. Additionally, the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages. As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, we may experience an increased number of these claims. We vigorously defend ourselves against these claims as part of our ordinary course of business. In future periods, we could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to us. To date, with respect to claims that have proceeded sufficiently through the judicial process, we have regularly achieved favorable resolutions. Accordingly, we presently believe that these asbestos-related claims will not have a material adverse impact on our future consolidated financial position, results of operations or liquidity.

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

33

ITEM 4.1.EXECUTIVE OFFICERS OF THE REGISTRANT.

The following provides information concerning the persons who serve as our executive officers as of February 25, 2015.

Name and Age	Offices Held
Gregg M. Sherrill (62)	Chairman and Chief Executive Officer
Brian J. Kesseler (48)	Chief Operating Officer
Josep Fornos (62)	Executive Vice President, Clean Air Division
Timothy E. Jackson (58)	Executive Vice President Technology, Strategy and Business Development
Kenneth R. Trammell (54)	Executive Vice President and Chief Financial Officer
Gregg Bolt (55)	Senior Vice President, Global Human Resources and Administration
Michael J. Charlton (56)	Senior Vice President, Global Manufacturing Development
Peng (Patrick) Guo (49)	Senior Vice President and General Manager, Asia Pacific
James D. Harrington (54)	Senior Vice President, General Counsel and Corporate Secretary
Joseph A. Pomaranski (59)	Senior Vice President and General Manager, Global Aftermarket
Paul D. Novas (56)	Vice President and Controller

Gregg M. Sherrill — Mr. Sherrill was named the Chairman and Chief Executive Officer of Tenneco in January 2007. Mr. Sherrill joined us from Johnson Controls Inc., where he served since 1998, most recently as President, Power Solutions. From 2002 to 2003, Mr. Sherrill served as the Vice President and Managing Director of Europe, South Africa and South America for Johnson Controls’ Automotive Systems Group. Prior to joining Johnson Controls, Mr. Sherrill held various engineering and manufacturing assignments over a 22-year span at Ford Motor Company, including Plant Manager of Ford’s Dearborn, Michigan engine plant, Chief Engineer, Steering Systems and Director of Supplier Technical Assistance. Mr. Sherrill became a director of our company in January 2007.

Brian J. Kesseler - Mr. Kesseler was named Chief Operating Officer in January 2015. Prior to joining Tenneco, he spent more than 20 years working for Johnson Controls Inc., most recently serving as President of the Johnson Controls Power Solutions business. In 2013, he was elected a corporate officer, and was a member of the Johnson Controls executive operating team. Mr. Kesseler also served as the sponsor of Johnson Controls’ Manufacturing Operations Council. Mr. Kesseler joined JCI in 1994 and during his tenure held leadership positions in all of the company’s business units, including serving as Vice President and General Manager, Service-North America, Systems and Services Europe, and Unitary Products Group, for the Building Efficiency business. He began his career with the Ford Motor Company in 1989 and worked in North America Assembly Operations for five years, specializing in manufacturing management.

Josep Fornos - Mr. Fornos was named Executive Vice President, Clean Air Division in October 2014. He served as Executive Vice President, Ride Performance Division from February 2013 to October 2014. Prior to that, he served as Executive Vice President and General Manager, Europe, South America and India from March 2012 to February 2013 and as Senior Vice President and General Manager, Europe, South America and India from July 2010 to March 2012. Prior to that, he had served as Vice President and General Manager, Europe Original Equipment Emission Control since March 2007. Mr. Fornos joined Tenneco in July 2000 as Vice President and General Manager, Europe Original Equipment Ride Control. Prior to joining Tenneco, Fornos spent a year at Lear Corporation as General Manager of the company’s seating and wire and harness business in France, following Lear’s acquisition of United Technologies Automotive. Mr. Fornos spent 16 years with United Technologies Automotive, holding several management positions in production, engineering and quality control in Spain and later having Europe-wide responsibility for engineering and quality control.

Timothy E. Jackson — Mr. Jackson has served as Executive Vice President, Technology, Strategy and Business Development since March 2012. He served as our Senior Vice President and Chief Technology Officer from March 2007 to March 2012. Prior to that, Mr. Jackson served as our Senior Vice President — Global Technology and General Manager, Asia Pacific since July 2005. From 2002 to 2005, Mr. Jackson served as Senior Vice President — Manufacturing, Engineering, and Global Technology. In August 2000, he was named Senior Vice President — Global Technology, a role he served in after joining us as Senior Vice President and General Manager — North American Original Equipment and Worldwide Program Management in June 1999. Mr. Jackson came to Tenneco from ITT Industries where he was President of that company’s Fluid Handling Systems Division. With over 30 years of management experience, 14 within the automotive industry, he had also served as Chief Executive Officer for HiSan, a joint venture between ITT Industries and Sanoh Industrial Company. Mr. Jackson has also held senior management positions at BF Goodrich Aerospace and General Motors Corporation.

34

Kenneth R. Trammell — Mr. Trammell has served as our Executive Vice President and Chief Financial Officer since January 2006. Mr. Trammell was named our Senior Vice President and Chief Financial Officer in September 2003, having served as our Vice President and Controller since September 1999. From April 1997 to November 1999, he served as Corporate Controller of Tenneco Inc. He joined Tenneco Inc. in May 1996 as Assistant Controller. Before joining Tenneco Inc., Mr. Trammell spent 12 years with the international public accounting firm of Arthur Andersen LLP, last serving as a senior manager.

Gregg Bolt — Mr. Bolt was named our Senior Vice President, Global Human Resources and Administration in February 2013. Prior to joining Tenneco, Mr. Bolt worked for Quad/Graphics, Inc. as Executive Vice President, Human Resources and Administration from March 2009 to January 2013. Previously, he was with Johnson Controls Inc. for more than 10 years, serving most recently as Vice President, Human Resources for JCI’s Building Efficiency division.

Michael J. Charlton — Mr. Charlton was named Senior Vice President, Global Manufacturing Development in February 2013. He served as our Senior Vice President, Global Supply Chain Management and Manufacturing from January 2010 to February 2013. Mr. Charlton served as our Vice President, Global Supply Chain Management and Manufacturing from November 2008 through December 2009. Mr. Charlton served as Tenneco’s Managing Director for India from January 2008 until November 2008. Prior to that, he served as the operations director for the Company’s emission control business in Europe since 2005. Prior to joining Tenneco in 2005, Mr. Charlton held a variety of positions of increasing responsibility at TRW Automotive, the most recent being Lead Director, European Purchasing and Operations for the United Kingdom.

Peng (Patrick) Guo - Mr. Guo has served as Senior Vice President and General Manager, Asia Pacific since October 2014. Prior to this appointment, Mr. Guo served as Vice President and Managing Director, China since 2007. From 1996 to 2003, Mr. Guo served as General Manager, Asia Aftermarket Operations while based in Beijing, China. He left Tenneco in October 2003 to become president of the AGC Automotive China Operations for the Ashai Glass Company. He returned to Tenneco in July 2007. Before joining Tenneco, Mr. Guo was an engineer at the Ford Motor Company, which included assignments in manufacturing, quality and product design.

James D. Harrington — Mr. Harrington has served as our Senior Vice President, General Counsel and Corporate Secretary since June 2009 and is responsible for managing our worldwide legal affairs including corporate governance and compliance. Mr. Harrington joined us in January 2005 as Corporate Counsel and was named Vice President — Law in July 2007. Prior to joining Tenneco, he worked at Mayer Brown LLP in the firm’s corporate and securities practice.

Joseph A. Pomaranski - Mr. Pomaranski has served as our Senior Vice President and General Manager, Global Aftermarket since October 2014. Prior to this appointment, Mr. Pomaranski served as Vice President and General Manager, North America Aftermarket since November 2010. He served as Vice President, North America Aftermarket from August 2008 to November 2010. Prior to that, Mr. Pomaranski served as Vice President, North America Aftermarket Sales from May 1999 to August 2008. Mr. Pomaranski joined Tenneco in 1999 from Federal Mogul where he held the position of Director of Sales, Special Markets. Prior to that, he worked for Cooper Automotive as Vice President of Sales. He began his career with Champion Spark Plug where he held various positions from 1977 to 1998.

Paul D. Novas — Mr. Novas has served as our Vice President and Controller since July 2006. Mr. Novas served as Vice President, Finance and Administration for Tenneco Europe from January 2004 until July 2006 and as Vice President and Treasurer of Tenneco from November 1999 until January 2004. Mr. Novas joined Tenneco in 1996 as assistant treasurer responsible for corporate finance and North American treasury operations. Prior to joining Tenneco, Mr. Novas worked in the treasurer’s office of General Motors Corporation for ten years.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our outstanding shares of common stock, par value $.01 per share, are listed on the New York and Chicago Stock Exchanges. The following table sets forth, for the periods indicated, the high and low sales prices of our common stock on the New York Stock Exchange Composite Transactions Tape.

35

	Sales Prices
Quarter	High		Low
2014
1st	$	62.75	$	52.21
2nd	67.69		56.10
3rd	69.22		52.20
4th	58.08		46.64
2013
1st	$	39.50	$	34.55
2nd	47.83		34.26
3rd	52.01		45.30
4th	57.85		48.60

As of February 20, 2015, there were approximately 16,241 holders of record of our common stock, including brokers and other nominees.

The declaration of dividends on our common stock is at the discretion of our Board of Directors. The Board has not adopted a dividend policy as such; subject to legal and contractual restrictions, its decisions regarding dividends are based on all considerations that in its business judgment are relevant at the time. These considerations may include past and projected earnings, cash flows, economic, business and securities market conditions and anticipated developments concerning our business and operations.

Relative to many of our peers in the auto parts industry, we are more highly leveraged and our debt agreements contain certain restrictions on the payment of dividends depending upon the ratio of our earnings to our debt. We have not paid dividends on our common stock since the fourth quarter of 2000. There are no current plans to reinstate a dividend on our common stock. For additional information concerning our payment of dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7.

See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” included in Item 12 for information regarding securities authorized for issuance under our equity compensation plans.

Purchase of equity securities by the issuer and affiliated purchasers

The following table provides information relating to our purchase of shares of our common stock in the fourth quarter of 2014. These purchases include shares withheld upon vesting of restricted stock for minimum tax withholding obligations. We intend to continue to satisfy statutory minimum tax withholding obligations in connection with the vesting of outstanding restricted stock through the withholding of shares.

Period	Total Number of Shares Purchased	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet be Purchased Under These Plans or Programs
October 2014	1,928	$	29.95	—	400,000
November 2014	250,000	$	56.49	250,000	150,000
December 2014	154,167	$	55.31	150,000	—
Total	406,095			400,000	—

In January 2015, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to $350 million of the Company’s outstanding common stock over a three year period.

Recent Sales of Unregistered Securities

None.

Share Performance

The following graph shows a five year comparison of the cumulative total stockholder return on Tenneco’s common stock as compared to the cumulative total return of two other indexes: a custom composite index (“Peer Group”) and the Standard & Poor’s 500 Composite Stock Price Index. The companies included in the Peer Group are: Meritor, Inc., American

36

Axle & Manufacturing Co., Borg Warner Inc., Cummins Inc., Johnson Controls Inc., Lear Corp., Magna International Inc. and TRW Automotive Holdings Corp. These comparisons assume an initial investment of $100 and the reinvestment of dividends.

	12/31/2009	12/31/2010	12/31/2011	12/31/2012	12/31/2013	12/31/2014
Tenneco Inc.	100.00	232.15	167.96	198.03	319.06	319.29
S&P 500	100.00	115.06	117.49	136.30	180.44	205.14
Peer Group	100.00	184.62	142.83	172.44	268.68	296.50

The graph and other information furnished in the section titled “Share Performance” under this Part II, Item 5 of this Form 10-K shall not be deemed to be “soliciting” material or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

37

ITEM 6.SELECTED FINANCIAL DATA.

The following data should be read in conjunction with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Operations” and our consolidated financial statements in Item 8 — “Financial Statements and Supplementary Data.” These items include discussions of factors affecting comparability of the information shown below.

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with 2013, we are managed and organized along our two major product lines (clean air and ride performance) and three geographic areas (North America; Europe, South America and India; and Asia Pacific), resulting in six operating segments (North America Clean Air, North America Ride Performance, Europe, South America and India Clean Air, Europe, South America and India Ride Performance, Asia Pacific Clean Air and Asia Pacific Ride Performance). Within each geographical area, each operating segment manufactures and distributes either clean air or ride performance products primarily for the original equipment and aftermarket industries. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments as "Other." Prior period segment information has been revised to reflect our new reporting segments.

38

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL DATA

	Year Ended December 31,
	2014(a)			2013(b)			2012(c)			2011(d)			2010
	(Millions Except Share and Per Share Amounts)
Statements of Income (Loss) Data:
Net sales and operating revenues —
Clean Air Division
North America	$	2,840		$	2,666		$	2,512		$	2,291		$	1,813
Europe, South America & India	2,088			2,045			1,827			1,952			1,562
Asia Pacific	1,022			853			695			625			543
Intergroup sales	(139		)	(120		)	(108		)	(107		)	(93		)
Total Clean Air Division	5,811			5,444			4,926			4,761			3,825
Ride Performance Division
North America	1,361			1,265			1,223			1,135			1,019
Europe, South America & India	1,070			1,087			1,094			1,217			1,032
Asia Pacific	269			251			213			179			155
Intergroup sales	(91		)	(83		)	(93		)	(87		)	(94		)
Total Ride Performance Division	2,609			2,520			2,437			2,444			2,112
Total Tenneco Inc.	$	8,420		$	7,964		$	7,363		$	7,205		$	5,937
Earnings (loss) before interest expense, income taxes, and noncontrolling interests —
Clean Air Division
North America	$	237		$	229		$	202		$	172		$	114
Europe, South America & India	59			57			54			$	79		$	50
Asia Pacific	101			84			71			$	47		$	53
Total Clean Air Division	397			370			327			$	298		$	217
Ride Performance Division
North America	143			124			122			$	76		$	87
Europe, South America & India	40			(7		)	41			$	69		$	55
Asia Pacific	36			22			5			$	(6	)	$	3
Total Ride Performance Division	219			139			168			$	139		$	145
Other	(124		)	(85		)	(67		)	(58		)	(81		)
Total Tenneco Inc.	$	492		$	424		$	428		379			281
Interest expense (net of interest capitalized)	91			80			105			108			149
Income tax expense	131			122			19			88			69
Net income (loss)	270			222			304			183			63
Less: Net income attributable to noncontrolling interests	44			39			29			26			24
Net income (loss) attributable to Tenneco Inc.	$	226		$	183		$	275		$	157		$	39
Weighted average shares of common stock outstanding —
Basic	60,734,022			60,474,492			59,985,677			59,884,139			59,208,103
Diluted	61,782,508			61,594,062			61,083,510			61,520,160			60,998,694
Basic earnings (loss) per share of common stock	$	3.72		$	3.03		$	4.58		$	2.62		$	0.65
Diluted earnings (loss) per share of common stock	$	3.66		$	2.97		$	4.50		$	2.55		$	0.63

39

	Years Ended December 31,
	2014			2013			2012			2011			2010
	(Millions Except Ratio and Percent Amounts)
Balance Sheet Data (at year end):
Total assets	$	4,010		$	3,830		$	3,608		$	3,337		$	3,167
Short-term debt	60			83			113			66			63
Long-term debt	1,069			1,019			1,067			1,158			1,160
Redeemable noncontrolling interests	35			20			15			12			12
Total Tenneco Inc. shareholders’ equity	497			433			246			—			(4		)
Noncontrolling interests	41			39			45			43			39
Total equity	538			472			291			43			35
Statement of Cash Flows Data:
Net cash provided by operating activities	$	341		$	503		$	365		$	245		$	244
Net cash used by investing activities	(339		)	(266		)	(273		)	(224		)	(157		)
Net cash used by financing activities	20			(175		)	(89		)	(26		)	(30		)
Cash payments for plant, property and equipment	(328		)	(244		)	(256		)	(213		)	(151		)
Other Data:
EBITDA including noncontrolling interests(e)	$	700		$	629		$	633		$	586		$	497
Ratio of EBITDA including noncontrolling interests to interest expense	7.69			7.86			6.03			5.43			3.34
Ratio of net debt (total debt less cash and cash equivalents) to EBITDA including noncontrolling interests(f)	1.21			1.31			1.51			1.72			1.99
Ratio of earnings to fixed charges(g)	4.41			4.34			3.55			3.10			1.79

NOTE: Our consolidated financial statements for the three years ended December 31, 2014, which are discussed in the following notes, are included in this Form 10-K under Item 8.

(a) 2014 includes $49 million of restructuring and related costs primarily related to the European cost reduction effort, headcount reductions in Australia and South America, the sale of a closed facility in Cozad, Nebraska and costs related to organizational changes. Of the total $49 million we incurred in restructuring and related costs, $3 million was related to non-cash asset write downs and $2 million was related to a non-cash charge on the sale of a closed facility. 2014 also includes $32 million in charges related to postretirement benefits, of which $21 million was a non-cash charge related to payments made to retirement plan participants out of pension assets and $11 million related to an adjustment to the postretirement medical liability.

(b) 2013 includes $78 million of restructuring and related costs primarily related to European cost reduction efforts including the planned closing of the ride performance plant in Gijon, Spain and intended reductions to the workforce at our ride performance plant in Sint-Truiden, our exit from the distribution of aftermarket exhaust products and ending production of leaf springs in Australia, headcount reductions in various regions, and the net impact of freezing our defined benefit plans in the United Kingdom. Of the total $78 million we incurred in restructuring and related costs, $3 million was related to non-cash asset write downs.

(c) 2012 includes a $7 million asset impairment charge related to certain assets of our European Ride Performance business and a benefit of $5 million from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.

(d) During the third quarter of 2011, we recorded a goodwill impairment charge of $11 million related to our Australian reporting unit within the Asia Pacific segment.

(e) EBITDA including noncontrolling interests is a non-GAAP measure defined as net income before extraordinary items, cumulative effect of changes in accounting principle, interest expense, income taxes, depreciation and amortization and noncontrolling interests. We use EBITDA including noncontrolling interests, together with GAAP measures, to evaluate and compare our operating performance on a consistent basis between time periods and with other companies that compete in our markets but which may have different capital structures and tax positions, which can have an impact on the comparability of interest expense, noncontrolling interests and tax expense. We also believe that using this measure allows us to understand and compare operating performance both with and without depreciation expense.

40

We believe EBITDA including noncontrolling interests is useful to our investors and other parties for these same reasons.

EBITDA including noncontrolling interests should not be used as a substitute for net income or for net cash provided by operating activities prepared in accordance with GAAP. It should also be noted that EBITDA including noncontrolling interests may not be comparable to similarly titled measures used by other companies and, furthermore, that it excludes expenditures for debt financing, taxes and future capital requirements that are essential to our ongoing business operations. For these reasons, EBITDA including noncontrolling interests is of value to management and investors only as a supplement to, and not in lieu of, GAAP results. EBITDA including noncontrolling interests are derived from the statements of income (loss) as follows:

	Year Ended December 31,
	2014		2013		2012		2011		2010
	(Millions)
Net income (loss)	$	226	$	183	$	275	$	157	$	39
Noncontrolling interests	44		39		29		26		24
Income tax expense	131		122		19		88		69
Interest expense, net of interest capitalized	91		80		105		108		149
Depreciation and amortization of other intangibles	208		205		205		207		216
Total EBITDA including noncontrolling interests	$	700	$	629	$	633	$	586	$	497

(f) We present the ratio of net debt (total debt less cash and cash equivalents) to EBITDA including noncontrolling interests because management believes it is a useful measure of Tenneco’s 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.

(g) For purposes of computing this ratio, earnings generally consist of income before income taxes and fixed charges excluding capitalized interest. Fixed charges consist of interest expense, the portion of rental expense considered representative of the interest factor and capitalized interest. See Exhibit 12 to this Form 10-K for the calculation of this ratio.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

As you read the following review of our financial condition and results of operations, you should also read our consolidated financial statements and related notes in Item 8.

Executive Summary

We are one of the world’s leading manufacturers of clean air and ride performance products and systems for light vehicle, commercial truck and off-highway applications. We serve both original equipment (OE) vehicle designers and manufacturers and the repair and replacement markets, or aftermarket, globally through leading brands, including Monroe^®, Rancho^®, Clevite^® Elastomers, Marzocchi^®, Axios^™, Kinetic^™ and Fric-Rot^™ ride performance products and Walker^®, XNOx^®, Fonos^™, DynoMax^® and Thrush^™ clean air products. We serve more than 70 different original equipment manufacturers and commercial truck and off-highway engine manufacturers, and our products are included on nine of the top 10 car models produced for sale in Europe and eight of the top 10 light truck models produced for sale in North America for 2014. Our aftermarket customers are comprised of full-line and specialty warehouse distributors, retailers, jobbers, installer chains and car dealers. As of December 31, 2014, we operated 90 manufacturing facilities worldwide and employed approximately 29,000 people to service our customers’ demands.

Factors that continue to be critical to our success include winning new business awards, managing our overall global manufacturing footprint to ensure proper placement and workforce levels in line with business needs, maintaining competitive wages and benefits, maximizing efficiencies in manufacturing processes and reducing overall costs. In addition, our ability to adapt to key industry trends, such as a shift in consumer preferences to other vehicles in response to higher fuel costs and other economic and social factors, increasing technologically sophisticated content, changing aftermarket distribution channels, increasing environmental standards and extended product life of automotive parts, also play a critical role in our success. Other factors that are critical to our success include adjusting to economic challenges such as increases in the cost of raw materials and our ability to successfully reduce the impact of any such cost increases through material substitutions, cost reduction initiatives and other methods.

For 2014, light vehicle production continued to improve from recent years in some of the geographic regions in which we operate. Light vehicle production was up five percent in North America, three percent in Europe and eight percent in China.

41

South America light vehicle production was down 16 percent, India was down two percent and Australia was down 17 percent from 2013 levels.

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with 2013, we are managed and organized along our two major product lines (clean air and ride performance) and three geographic areas (North America; Europe, South America and India; and Asia Pacific), resulting in six operating segments (North America Clean Air, North America Ride Performance, Europe, South America and India Clean Air, Europe, South America and India Ride Performance, Asia Pacific Clean Air and Asia Pacific Ride Performance). Within each geographical area, each operating segment manufactures and distributes either clean air or ride performance products primarily for the original equipment and aftermarket industries. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments as "Other." Prior period segment information has been revised to reflect our new reporting segments.

Total revenue for 2014 was $8,420 million, a six percent increase from $7,964 million in 2013. Excluding the impact of currency and substrate sales, revenue was up $483 million from $6,129 million to $6,612 million, driven primarily by stronger OE light vehicle volumes in North America, Europe and China, higher OE commercial truck, off-highway and other revenue in Europe, China and Japan Clean Air and North America Ride Performance and increased aftermarket sales in North America and South America.

Cost of sales: Cost of sales for 2014 was $7,025 million, or 83.4 percent of sales, compared to $6,734 million, or 84.6 percent of sales in 2013. The following table lists the primary drivers behind the change in cost of sales ($ millions).

Year ended December 31, 2013	$	6,734
Volume and mix	456
Material	(29		)
Currency exchange rates	(122		)
Restructuring	(48		)
Other Costs	34
Year ended December 31, 2014	$	7,025

The increase in cost of sales was due primarily to the year-over-year increase in volumes and higher other costs, mainly manufacturing, partially offset by lower restructuring costs, lower net material costs and the impact of currency exchange rates.

Gross margin: Revenue less cost of sales for 2014 was $1,395 million, or 16.6 percent of sales, versus $1,230 million, or 15.4 percent of sales in 2013. The effects on gross margin resulting from higher volumes, lower restructuring and related expenses and lower net material costs was partially offset by higher other costs, mainly manufacturing and the impact of currency exchange rates.

Engineering, research and development: Engineering, research and development expense was $169 million and $144 million in 2014 and 2013, respectively. Increased spending to support customer programs and lower recoveries drove the year-over-year increase.

Selling, general and administrative (SG&A): Selling, general and administrative expense was up $66 million in 2014, at $519 million, compared to $453 million in 2013. The year-over-year increase is due to higher compensation related accruals, higher legal and related costs related to the ongoing anti-trust investigation, growth in emerging markets and other corporate expenses.

Depreciation and amortization: Depreciation and amortization expense was $208 million and $205 million for 2014 and 2013, respectively.

Earnings before interest expense, taxes and noncontrolling interests (“EBIT”) was $492 million for 2014, an increase of $68 million, when compared to $424 million in the prior year. Higher light vehicle volumes globally, commercial truck and off-highway revenue growth, new platforms and an increase in commercial vehicle content, higher aftermarket sales in North America, lower restructuring and related expenses and savings from prior restructuring activities were partially offset by higher SG&A and engineering expenses and a $7 million adjustment to workers' compensation reserves in 2014. Currency had a $10 million unfavorable impact on EBIT for 2014.

Results from Operations

Net Sales and Operating Revenues for Years 2014 and 2013

The tables below reflect our revenues for 2014 and 2013. We show the component of our OE revenue represented by substrate sales. While we generally have primary design, engineering and manufacturing responsibility for OE emission control

42

systems, we do not manufacture substrates. Substrates are porous ceramic filters coated with a catalyst - typically, precious metals such as platinum, palladium and rhodium. These are supplied to us by Tier 2 suppliers generally as directed by our OE customers. We generally earn a small margin on these components of the system. As the need for more sophisticated emission control solutions increases to meet more stringent environmental regulations, and as we capture more diesel aftertreatment business, these substrate components have been increasing as a percentage of our revenue. While these substrates dilute our gross margin percentage, they are a necessary component of an emission control system.

Our value-add content in an emission control system includes designing the system to meet environmental regulations through integration of the substrates into the system, maximizing use of thermal energy to heat up the catalyst quickly, efficiently managing airflow to reduce back pressure as the exhaust stream moves past the catalyst, managing the expansion and contraction of the emission control system components due to temperature extremes experienced by an emission control system, using advanced acoustic engineering tools to design the desired exhaust sound, minimizing the opportunity for the fragile components of the substrate to be damaged when we integrate it into the emission control system and reducing unwanted noise, vibration and harshness transmitted through the emission control system.

We present these substrate sales separately in the following table because we believe investors utilize this information to understand the impact of this portion of our revenues on our overall business and because it removes the impact of potentially volatile precious metals pricing from our revenues. While our original equipment customers generally assume the risk of precious metals pricing volatility, it impacts our reported revenues. Presenting revenues that exclude “substrates” used in catalytic converters and diesel particulate filters removes this impact.

Additionally, we present these reconciliations of revenues in order to reflect value-add revenues without the effect of changes in foreign currency rates. We have not reflected any currency impact in the 2013 table since this is the base period for measuring the effects of currency during 2014 on our operations. We believe investors find this information useful in understanding period-to-period comparisons in our revenues.

	Year Ended December 31, 2014
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues			Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	2,815	$	1,045	$	1,770	$	(3	)	$	1,773
Europe, South America & India	1,974		668		1,306		(36		)	1,342
Asia Pacific	1,022		221		801		(9		)	810
Total Clean Air Division	5,811		1,934		3,877		(48		)	3,925
Ride Performance Division
North America	1,351		—		1,351		(14		)	1,365
Europe, South America & India	1,032		—		1,032		(59		)	1,091
Asia Pacific	226		—		226		(5		)	231
Total Ride Performance Division	2,609		—		2,609		(78		)	2,687
Total Tenneco Inc.	$	8,420	$	1,934	$	6,486	$	(126	)	$	6,612

43

	Year Ended December 31, 2013
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues		Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	2,658	$	1,030	$	1,628	$	—	$	1,628
Europe, South America & India	1,934		663		1,271		—		1,271
Asia Pacific	852		142		710		—		710
Total Clean Air Division	5,444		1,835		3,609		—		3,609
Ride Performance Division
North America	1,255		—		1,255		—		1,255
Europe, South America & India	1,046		—		1,046		—		1,046
Asia Pacific	219		—		219		—		219
Total Ride Performance Division	2,520		—		2,520		—		2,520
Total Tenneco Inc.	$	7,964	$	1,835	$	6,129	$	—	$	6,129

	Year Ended December 31, 2014 Versus Year Ended December 31, 2013 Dollar and Percent Increase (Decrease)
	Revenues			Percent		Value-add Revenues excluding Currency		Percent
	(Millions Except Percent Amounts)
Clean Air Division
North America	$	157		6	%	$	145	9	%
Europe, South America & India	40			2	%	71		6	%
Asia Pacific	170			20	%	100		14	%
Total Clean Air Division	367			7	%	316		9	%
Ride Performance Division
North America	96			8	%	110		9	%
Europe, South America & India	(14		)	(1	)%	45		4	%
Asia Pacific	7			3	%	12		5	%
Total Ride Performance Division	89			4	%	167		7	%
Total Tenneco Inc.	$	456		6	%	$	483	8	%

Light Vehicle Industry Production by Region for Years Ended December 31, 2014 and 2013 (According to IHS Automotive, January 2015)

	Year Ended December 31,
	2014	2013	Increase (Decrease)		% Increase (Decrease)
	(Number of Vehicles in Thousands)
North America	16,987	16,177	810		5	%
Europe	20,118	19,502	616		3	%
South America	3,820	4,534	(714	)	(16	)%
India	3,598	3,655	(57	)	(2	)%
Total Europe, South America & India	27,536	27,691	(155	)	(1	)%
China	22,575	20,920	1,655		8	%
Australia	175	210	(35	)	(17	)%

44

Clean Air revenue was up $367 million in 2014 compared to 2013, driven by higher sales in all the regions. The increase in North American revenues was driven by higher light vehicle volumes, new platforms launches and increased aftermarket revenues, which accounted for $174 million of the year-over-year change in revenues. Currency had a $3 million unfavorable impact on North American revenues. The increase in European, South American and Indian revenues was mostly driven by higher volumes of $91 million, mainly due to higher year-over-year light vehicle and commercial truck and off-highway vehicle revenues in Europe partially offset by lower revenues in South America and India and lower aftermarket volumes in Europe. Currency had a $43 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was primarily driven by higher volumes of $194 million, mostly due to higher light vehicle production, new programs and commercial truck and off-highway vehicle volumes in China and Japan partially offset by lower volumes in Australia and Thailand. Currency had a $10 million unfavorable impact on Asia Pacific revenues.

Ride Performance revenue was up $89 million in 2014 compared to 2013, primarily driven by higher volumes in all the regions. The increase in North American revenues was primarily driven by higher volumes and mix of $108 million due to light vehicle and commercial truck volume growth and higher volumes and favorable mix in the aftermarket. Currency had a $14 million unfavorable impact on North American revenues. In European, South American and Indian region, higher volumes of $28 million was driven by increased light vehicle and commercial truck volumes in Europe and higher aftermarket volumes in South America and India. Currency had a $59 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was driven by higher volumes of $16 million, mostly due to higher light vehicle production volumes in China, partially offset by lower volumes in Australia. Currency had a $5 million unfavorable impact on Asia Pacific revenues.

Net Sales and Operating Revenues for Years 2013 and 2012

The following tables reflect our revenues for the years of 2013 and 2012. See “Net Sales and Operating Revenues for Years 2014 and 2013” for a description of why we present these reconciliations of revenue.

	Year Ended December 31, 2013
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues			Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	2,658	$	1,030	$	1,628	$	(1	)	$	1,629
Europe, South America & India	1,934		663		1,271		(18		)	1,289
Asia Pacific	852		142		710		9			701
Total Clean Air Division	5,444		1,835		3,609		(10		)	3,619
Ride Performance Division
North America	1,255		—		1,255		(6		)	1,261
Europe, South America & India	1,046		—		1,046		(36		)	1,082
Asia Pacific	219		—		219		(3		)	222
Total Ride Performance Division	2,520		—		2,520		(45		)	2,565
Total Tenneco Inc.	$	7,964	$	1,835	$	6,129	$	(55	)	$	6,184

45

	Year Ended December 31, 2012
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues		Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	2,506	$	997	$	1,509	$	—	$	1,509
Europe, South America & India	1,726		570		1,156		—		1,156
Asia Pacific	694		93		601		—		601
Total Clean Air Division	4,926		1,660		3,266		—		3,266
Ride Performance Division
North America	1,213		—		1,213		—		1,213
Europe, South America & India	1,041		—		1,041		—		1,041
Asia Pacific	183		—		183		—		183
Total Ride Performance Division	2,437		—		2,437		—		2,437
Total Tenneco Inc.	$	7,363	$	1,660	$	5,703	$	—	$	5,703

	Year Ended December 31, 2013 Versus Year Ended December 31, 2012 Dollar and Percent Increase (Decrease)
	Revenues		Percent		Value-add Revenues excluding Currency		Percent
	(Millions Except Percent Amounts)
Clean Air Division
North America	$	152	6	%	$	120	8	%
Europe, South America & India	208		12	%	133		12	%
Asia Pacific	158		23	%	100		17	%
Total Clean Air Division	518		11	%	353		11	%
Ride Performance Division
North America	42		3	%	48		4	%
Europe, South America & India	5		—	%	41		4	%
Asia Pacific	36		20	%	39		21	%
Total Ride Performance Division	83		3	%	128		5	%
Total Tenneco Inc.	$	601	8	%	$	481	8	%

Light Vehicle Industry Production by Region for Years Ended December 31, 2013 and 2012 (Updated according to IHS Automotive, January 2015)

	Year Ended December 31,
	2013	2012	Increase (Decrease)		% Increase (Decrease)
	(Number of Vehicles in Thousands)
North America	16,177	15,434	743		5%
Europe	19,502	19,298	204		1%
South America	4,534	4,291	243		6%
India	3,655	3,802	(147	)	(4)%
Total Europe, South America & India	27,691	27,391	300		1%
China	20,920	18,235	2,685		15%
Australia	210	221	(11	)	(5)%

46

Clean Air revenue was up $518 million in 2013 compared to 2012, driven by higher sales in all the regions. The increase in North American revenues was driven by higher volumes, which accounted for $156 million of the year-over-year change in revenues. Currency had a $1 million unfavorable impact on North American revenues. The increase in European, South American and Indian revenues was mostly driven by higher volumes of $231 million, mainly due to higher year-over-year OE light vehicle and commercial truck and off-highway revenues. Currency had a $15 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was primarily driven by higher volumes of $166 million, mostly due to higher light vehicle and commercial truck volumes in China. Currency had an $11 million favorable impact on Asia Pacific revenues.

Ride Performance revenue was up $83 million in 2013 compared to 2012, primarily driven by higher sales in all the regions. The increase in North American revenues was primarily driven by higher volumes of $43 million. Currency had a $6 million unfavorable impact on North American revenues. The increase in European, South American and Indian revenues was primarily driven by higher volumes of $25 million. Currency had a $36 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was driven by higher volumes of $42 million, mostly due to higher light vehicle production volumes in China. Currency had a $3 million unfavorable impact on Asia Pacific revenues.

Earnings before Interest Expense, Income Taxes and Noncontrolling Interests (“EBIT”) for Years 2014 and 2013

	Year Ended December 31,						Change
	2014			2013
	(Millions)
Clean Air Division
North America	$	237		$	229		$	8
Europe, South America & India	59			57			2
Asia Pacific	101			84			17
Total Clean Air Division	397			370			27
Ride Performance Division
North America	143			124			19
Europe, South America & India	40			(7		)	47
Asia Pacific	36			22			14
Total Ride Performance Division	219			139			80
Other	(124		)	(85		)	(39		)
Total Tenneco Inc.	$	492		$	424		$	68

The EBIT results shown in the preceding table include the following items, certain of which are discussed below under “Restructuring and Other Charges,” which have an effect on the comparability of EBIT results between periods:

47

	Year Ended December 31,
	2014		2013
	(Millions)
Clean Air Division
North America
Restructuring and related expenses	$	1	$	—
Europe, South America & India
Restructuring and related expenses	10		8
Bad debt charge (1)	4		—
Asia Pacific
Restructuring and related expenses	6		3
Total Clean Air Division	$	21	$	11
Ride Performance Division
North America
Restructuring and related expenses	$	5	$	1
Pension/Postretirement charges (2)	1		—
Europe, South America & India
Restructuring and related expenses	22		62
Asia Pacific
Restructuring and related expenses	1		2
Total Ride Performance Division	$	29	$	65
Other
Restructuring and related expenses	$	4	$	2
Pension/Postretirement charges (2)	31		—
Total Other	$	35	$	2

(1) Charge related to the bankruptcy of an aftermarket customer in Europe.

(2) Charges related to pension derisking and the correction of postretirement census data.

EBIT for the Clean Air division was $397 million in 2014 compared to $370 million in 2013. EBIT for North America increased $8 million to $237 million in 2014 versus $229 million in 2013. EBIT benefited from higher light vehicle and aftermarket revenues, a ramp up on new platforms and positive currency, partially offset by higher engineering investments. Europe, South America and India's EBIT increased $2 million in 2014 to $59 million from $57 million in 2013. The increase was driven by higher OE revenue, new platforms in Europe and year-over-year savings from prior restructuring activities, partially offset by higher year-over-year restructuring and related expenses, a charge related to the bankruptcy of an European aftermarket customer in 2014 and negative currency. EBIT for Asia Pacific increased $17 million to $101 million in 2014 from $84 million in 2013. EBIT benefited from higher light vehicle production volumes, new platforms and higher commercial truck and off-highway vehicle revenues in China and Japan, and restructuring savings in Australia, partially offset by lower volumes in Australia and Thailand, higher engineering expenses and higher restructuring and related expenses. For the Clean Air division, EBIT included restructuring and related expenses of $17 million in 2014 and $11 million in 2013. EBIT for the Clean Air division included a charge of $4 million related to the bankruptcy of an aftermarket customer in Europe in 2014. Currency had a $2 million unfavorable impact on EBIT of the Clean Air division for 2014 when compared to last year.

EBIT for the Ride Performance division was $219 million in 2014 compared to $139 million in 2013. EBIT for North America increased $19 million in 2014 to $143 million from $124 million in 2013. The benefits of increased light vehicle and commercial truck volumes and positive aftermarket product mix were partially offset by higher restructuring and related expenses and unfavorable currency. Europe, South America and India's EBIT was $40 million in 2014, compared to a loss of $7 million a year ago. The increase was driven by lower year-over-year restructuring and related expenses, increased light vehicle and commercial truck volumes in Europe, higher aftermarket revenues in South America and India and year-over-year savings from prior restructuring activities, partially offset by lower light vehicle sales in South America and negative currency. EBIT from Asia Pacific increased $14 million in 2014 to $36 million from 2013. EBIT benefited from higher light vehicle production volumes in China, savings from prior restructuring activities in Australia and positive currency, partially offset by lower volumes in Australia. For the Ride Performance division, EBIT included restructuring and related expenses of $28 million in 2014 and $65 million in 2013. EBIT for the Ride Performance division included a charge of $1 million related to postretirement medical true-up in 2014. Currency had an $8 million unfavorable impact on EBIT of the Ride Performance

48

division for 2014 when compared to last year. EBIT for the Ride Performance division also included a $7 million expense to adjust workers' compensation reserves in 2014.

Currency had a $10 million unfavorable impact on overall company EBIT in 2014 as compared to the prior year.

EBIT for Years 2013 and 2012

	Year Ended December 31,						Change
	2013			2012
	(Millions)
Clean Air Division
North America	$	229		$	202		$	27
Europe, South America & India	57			54			3
Asia Pacific	84			71			13
Total Clean Air Division	370			327			43
Ride Performance Division
North America	124			122			2
Europe, South America & India	(7		)	41			(48		)
Asia Pacific	22			5			17
Total Ride Performance Division	139			168			(29		)
Other	(85		)	(67		)	(18		)
Total Tenneco Inc.	$	424		$	428		$	(4	)

The EBIT results shown in the preceding table include the following items, certain of which are discussed below under “Restructuring and Other Charges,” which have an effect on the comparability of EBIT results between periods:

	Year Ended December 31,
	2013		2012
	(Millions)
Clean Air Division
Europe, South America & India
Restructuring and related expenses	$	8	$	7
Asia Pacific
Restructuring and related expenses	3		—
Total Clean Air Division	$	11	$	7
Ride Performance Division
North America
Restructuring and related expenses	$	1	$	1
Pullman property recoveries (1)	—		(5		)
Europe, South America & India
Restructuring and related expenses	62		5
Asset impairment charge (2)	—		7
Asia Pacific
Restructuring and related expenses	2		—
Total Ride Performance Division	$	65	$	8
Other
Restructuring and related expenses	$	2	$	—

(1) Benefit from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.

(2) Non-cash asset impairment charge related to certain assets of our European ride performance business.

49

EBIT for the Clean Air division was $370 million in 2013 compared to $327 million in 2012. EBIT for North America increased $27 million to $229 million in 2013 versus 2012. The benefits to EBIT from higher volumes, the ramp-up on new platforms and operational cost improvements were partially offset by higher engineering investments for customer programs and negative currency. Europe, South America and India's EBIT increased $3 million in 2013 to $57 million from $54 million in 2012. The increase was driven by higher OE revenues partially offset by higher restructuring and related expenses and negative currency. EBIT for Asia Pacific increased $13 million to $84 million in 2013 from $71 million in 2012. The benefits to EBIT from launches of new platforms and higher production volumes, operational cost management and positive currency were partially offset by increased restructuring and related expenses. For the Clean Air division, EBIT included restructuring and related expenses of $11 million in 2013 and $7 million in 2012. Currency had no impact on EBIT of the Clean Air division for 2013 when compared to 2012.

EBIT for the Ride Performance division was $139 million in 2013 compared to $168 million in 2012. EBIT for North America increased $2 million in 2013 to $124 million from $122 million in 2012. The increase was driven by higher OE light vehicle volumes and the ramp-up on new OE platforms, which was partially offset by lower OE commercial truck and off-highway revenues and aftermarket sales, negative currency and costs related to the resolution of an issue related to struts supplied to one particular OE platform. We also recorded a benefit of $5 million in 2012 from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996. Europe, South America and India's EBIT was a loss of $7 million in 2013, compared to $41 million earnings in 2012. The decrease was driven by higher restructuring and related expenses, lower OE light vehicle volumes and negative currency, which was partially offset by new OE platform launches and higher aftermarket volumes. EBIT from Asia Pacific increased $17 million in 2013 to $22 million from 2012. EBIT benefited from higher light vehicle production volumes and operational cost improvements, offset partially by higher restructuring and related expenses. For the Ride Performance division, EBIT included restructuring and related expenses of $65 million in 2013 and $6 million in 2012. We also recorded an asset impairment charge of $7 million in 2012 related to certain assets of our European ride performance business. Currency had a $14 million unfavorable impact on EBIT of the Ride Performance division for 2013 when compared to 2012.

Currency had a $14 million unfavorable impact on overall company EBIT in 2013 as compared to 2012.

EBIT as a Percentage of Revenue for Years 2014, 2013 and 2012

	Year Ended December 31,
	2014	2013	2012
Clean Air Division
North America	8%	9%	8%
Europe, South America & India	3%	3%	3%
Asia Pacific	10%	10%	10%
Total Clean Air Division	7%	7%	7%
Ride Performance Division
North America	11%	10%	10%
Europe, South America & India	4%	(1)%	4%
Asia Pacific	16%	10%	3%
Total Ride Performance Division	8%	6%	7%
Total Tenneco Inc.	6%	5%	6%

In the Clean Air division, EBIT as a percentage of revenues in 2014 was even compared to last year. In North America,EBIT as a percentage of revenues in 2014 was down one percentage point compared to last year. The benefit from higher light vehicle and aftermarket revenues, a ramp-up on new platforms and positive currency was more than offset by higher engineering investments for customer programs. Europe, South America and India's EBIT as a percentage of revenues in 2014 was even compared to prior year. Higher OE revenue, new platforms in Europe and year-over-year savings from prior restructuring activities were offset by higher year-over-year restructuring and related expenses, a charge related to the bankruptcy of an European aftermarket customer in 2014 and negative currency. EBIT as a percentage of revenues for Asia Pacific was even when compared to 2013. The benefit from higher light vehicle production volumes, new platforms and higher commercial truck and off-highway vehicle revenues in China and Japan and restructuring savings in Australia was offset by lower volumes in Australia and Thailand, higher engineering expenses and higher restructuring and related expenses.

In the Ride Performance division, EBIT as a percentage of revenues in 2014 was up two percentage points compared to the prior year. In 2014, EBIT as a percentage of revenues for North America was up one percentage point compared to 2013.

50

The benefits of increased light vehicle and commercial truck volumes and positive aftermarket product mix were partially offset by higher restructuring and related expenses and unfavorable currency. EBIT as a percentage of revenues in Europe, South America and India was up five percentage points in 2014 when compared to the prior year. The increase was driven by lower year-over-year restructuring and related expenses, increased light vehicle and commercial truck volumes in Europe, higher aftermarket revenues in South America and India and year-over-year savings from prior restructuring activities, partially offset by lower light vehicle sales in South America and negative currency. In Asia Pacific, EBIT as a percentage of revenues in 2014 was up six percentage points from last year. EBIT benefited from higher light vehicle production volumes in China, savings from prior restructuring activities in Australia and positive currency, partially offset by lower volumes in Australia.

In the Clean Air division, EBIT as a percentage of revenues in 2013 was even compared to 2012. In North America, EBIT as a percentage of revenues in 2013 was up one percentage point from 2012. The benefits from higher volumes, the ramp-up on new platforms and operational cost improvements were partially offset by higher engineering investments for customer programs and negative currency. Europe, South America and India's EBIT as a percentage of revenues in 2013 was even compared to 2012. The benefit from higher OE revenues was offset by higher restructuring and related expenses and negative currency. EBIT as a percentage of revenues for Asia Pacific was even in 2013 when compared to 2012. The benefits from launches of new platforms and higher production volumes, operational cost management and positive currency were offset by increased restructuring and related expenses.

In the Ride Performance division, EBIT as a percentage of revenues in 2013 was down one percentage point compared to 2012. In 2013, EBIT as a percentage of revenues for North America was even compared to 2012. The benefits from higher OE light vehicle volumes and the ramp-up on new OE platforms were offset by lower OE commercial truck and off-highway revenues and aftermarket sales, negative currency and costs related to the resolution of an issue related to struts supplied to one particular OE platform. We also recorded a benefit of $5 million in 2012 from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996. EBIT as a percentage of revenues in Europe, South America and India was down five percentage points in 2013 when compared to 2012. The decrease was driven by higher restructuring and related expenses, lower OE light vehicle volumes and negative currency, which was partially offset by new OE platform launches and higher aftermarket volumes. In Asia Pacific, EBIT as a percentage of revenues in 2013 was up seven percentage points from 2012, driven by higher light vehicle production volumes and operational cost improvements, which were offset partially by higher restructuring and related expenses.

Interest Expense, Net of Interest Capitalized

We reported interest expense in 2014 of $91 million ($89 million in our U.S. operations and $2 million in our foreign operations) net of interest capitalized of $5 million, up from $80 million ($77 million in our U.S. operations and $3 million in our foreign operations) net of interest capitalized of $4 million in 2013. Included in 2014 was $13 million of expense related to our refinancing activities. Excluding the refinancing expenses, interest expense decreased by $2 million in 2014 compared to the prior year.

We reported interest expense in 2013 of $80 million ($77 million in our U.S. operations and $3 million in our foreign operations) net of interest capitalized of $4 million, down from $105 million ($102 million in our U.S. operations and $3 million in our foreign operations) net of interest capitalized of $4 million in 2012. Included in 2012 was $18 million of expense related to our refinancing activities. Excluding the refinancing expenses, interest expense decreased in 2013 compared to 2012 as a result of lower rates due to the debt refinancing transactions in 2012.

On December 31, 2014, we had $770 million in long-term debt obligations that have fixed interest rates. Of that amount, $500 million is fixed through December 2020, $225 million is fixed through December 2024 and the remainder is fixed from 2015 through 2025. We also have $301 million in long-term debt obligations that are subject to variable interest rates. For more detailed explanations on our debt structure and senior credit facility refer to “Liquidity and Capital Resources — Capitalization” later in this Management’s Discussion and Analysis.

Income Taxes

We reported an income tax expense of $131 million for 2014. The tax expense recorded in 2014 includes a net tax benefit of $11 million for prior year tax adjustments primarily relating to changes to uncertain tax positions and prior year income tax estimates. We reported an income tax expense of $122 million for 2013. The tax expense recorded in 2013 includes a net tax benefit of $25 million for tax adjustments primarily related to recognizing a U.S. tax benefit for foreign taxes and changes to prior year estimates including changes to uncertain tax positions. The U.S. tax benefit for foreign taxes is driven by our ability to claim a U.S. foreign tax credit beginning in 2013. The U.S. foreign tax credit regime provides for a credit against U.S. taxes otherwise payable for foreign taxes paid with regard to dividends, interest and royalties paid to us in the U.S. We reported an income tax expense of $19 million for 2012. The tax expense recorded in 2012 included the impact of the U.S. 2012 valuation allowance release and income generated in lower tax rate jurisdictions, partially offset by the impact of recording a valuation allowance against the tax benefit for tax credits and losses in certain foreign jurisdictions.

51

In 2012, we reversed the tax valuation allowance against our net deferred tax assets in the U.S. based on operating improvements we had made, the outlook for light and commercial vehicle production in the U.S. and the positive impact this should have on our U.S. operations. The net income impact of the tax valuation allowance release in the U.S. was a tax benefit of approximately $81 million. Our federal net operating loss ("NOL") at December 31, 2013 totaled $37 million. We had fully utilized our NOL as of June 30, 2014. The state NOLs expire in various tax years through 2032.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets. The valuation allowances recorded against deferred tax assets will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

Restructuring and Other Charges

Over the past several years, we have adopted plans to restructure portions of our operations. These plans were approved by our Board of Directors and were designed to reduce operational and administrative overhead costs throughout the business. In 2012, we incurred $13 million in restructuring and related costs, primarily related to headcount reductions in South America and non-cash asset write downs of $4 million in Europe, of which $10 million was recorded in cost of sales and $3 million was recorded in SG&A. In 2013, we incurred $78 million in restructuring and related costs, primarily related to European cost reduction efforts, including non-cash asset write downs of $3 million, the costs to exit the distribution of aftermarket exhaust products and ending production of leaf springs in Australia, headcount reductions in various regions, and the net impact of freezing our defined benefit plans in the United Kingdom, of which $70 million was recorded in cost of sales, $6 million in SG&A, $1 million in engineering expense and $1 million in other expense. In 2014, we incurred $49 million in restructuring and related costs including non-cash charges of $5 million, primarily related to European cost reduction efforts, headcount reductions in Australia and South America, the sale of a closed facility in Cozad, Nebraska and costs related to organizational changes, of which $28 million was recorded in cost of sales, $9 million in SG&A, $7 million in engineering expense, $4 million in other expenses and $1 million in depreciation and amortization.

Amounts related to activities that are part of our restructuring plans are as follows:

	December 31, 2013 Restructuring Reserve		2014 Expenses	2014 Cash Payments		Impact of Exchange Rates		December 31, 2014 Restructuring Reserve
	(Millions)
Employee Severance, Termination Benefits and Other Related Costs	$	44	44	(43	)	(5	)	$	40

On January 31, 2013, we announced our intent to reduce structural costs in Europe by approximately $60 million annually, and anticipate related costs of approximately $120 million, which includes the closing of the Vittaryd facility in Sweden that we announced in September 2012 and a $7 million charge recorded in the fourth quarter of 2012 related to the impairment of certain assets in the European ride performance business. The $120 million of anticipated costs includes approximately $20 million of non-cash asset write downs, the cost of relocating tooling, equipment and production to other facilities, severance and retention payments to employees and other costs related to these actions. Any plans affecting our European hourly and salaried workforce have been and will be subject to consultation with the relevant employee representatives. We incurred $78 million in restructuring and related costs in 2013, of which $69 million was related to this initiative including $3 million for non-cash asset write downs. In 2014, we incurred $49 million in restructuring and related costs, of which $31 million was related to this initiative including $3 million for non-cash asset write downs. We expect that most of the remaining expense will be recorded in 2015, and that the Company will reach a full savings run rate in 2016. As part of our European structural cost reduction initiative, on September 5, 2013, we announced our intent to close our ride performance plant in Gijon, Spain and reduce the workforce at our ride performance plant in Sint-Truiden, Belgium. The actions were subject to consultation with the relevant employee representatives and in total would eliminate approximately 480 jobs in Western Europe while allowing the most efficient use of our capital assets and production capacity across the region. We concluded the consultation period with employee representatives at Gijon without having reached agreement and on December 17, 2013 notified the Gijon employees' works council that the Company was proceeding with the plant closure. Employee terminations at Gijon were completed by the end of 2013. During the first quarter of 2014, the employees' works council filed suit challenging the decision to close the Gijon plant and the local High Court of Justice of Asturias ruled in favor of the employees' works council. On February 25, 2014, we announced the intention of the Company to appeal that decision to the Supreme Court of Spain in Madrid and at the same time we worked closely with local and European government officials to reach a solution to address the challenge to our restructuring plan by the Gijon plant's employees' works council. In July 2014, we finalized an agreement related to the restructuring with employee representatives at Gijon. In the same month, we also finalized an agreement related to the Sint Truiden restructuring with employee representatives. Under the final agreement for Gijon, the plant re-opened in July 2014 with about half of its prior workforce and will continue to be operated by Tenneco until

52

a complete transfer of ownership takes place in 2016. Due to the ongoing operation of the Gijon plant, we now expect total charges related to the actions at the Gijon and Sint-Truiden plants to exceed the previous estimate of $63 million. Overall, however, the total cost of our initiatives to reduce structural costs in Europe remains unchanged from the original estimate of approximately $120 million. In the first quarter of 2014, we announced and finalized the closure of the clean air just-in-time plant in Iwuy, France, due to reduced demand for the plant's products. The actions were subject to the required consultation process with the relevant employee representatives.

Under the terms of our amended and restated senior credit agreement that took effect on December 8, 2014, we are allowed to exclude up to $150 million in the aggregate of all costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by us or any of our subsidiaries, together with any related provision for taxes, incurred after December 8, 2014 in the calculation of the financial covenant ratios required under our senior credit facility. As of December 31, 2014, we have not excluded any allowable charges relating to restructuring initiatives against the $150 million available under the terms of the senior credit facility.

Earnings Per Share

We reported net income attributable to Tenneco Inc. of $226 million or $3.66 per diluted common share for 2014. Included in the results for 2014 were negative impacts from expenses related to our restructuring activities, a bad debt charge, costs related to our refinancing activities and charges related to pension derisking and postretirement medical true-up, which were partially offset by net tax benefits. The net impact of these items decreased earnings per diluted share by $0.99. We reported net income attributable to Tenneco Inc. of $183 million or $2.97 per diluted common share for 2013. Included in the results for 2013 were negative impacts from expenses related to our restructuring activities, which were partially offset by net tax benefits. The net impact of these items decreased earnings per diluted share by $0.81. We reported net income attributable to Tenneco Inc. of $275 million or $4.50 per diluted common share for 2012. Included in the results for 2012 were negative impacts from expenses related to our restructuring activities, an asset impairment charge and costs related to our refinancing activities, which were more than offset by the benefit from The Pullman Company property recoveries and net tax benefits which included the net impact of approximately $81 million or $1.33 per diluted common share related to the reversal of the tax valuation allowance on the Company’s U.S. net operating loss position in the third quarter. The net impact of these items increased earnings per diluted common share by $1.18.

Dividends on Common Stock

On January 10, 2001, our Board of Directors eliminated the quarterly dividend on our common stock. There are no current plans to reinstate a dividend on our common stock.

Cash Flows for 2014 and 2013

	Year Ended December 31,
	2014			2013
	(Millions)
Cash provided (used) by:
Operating activities	$	341		$	503
Investing activities	(339		)	(266		)
Financing activities	20			(175		)

Operating Activities

For 2014, operating activities provided $341 million in cash compared to $503 million in cash provided during last year. The decrease was mainly from working capital requirements to fund growth. Higher cash flow in 2013 was the result of significant year-over-year improvements in working capital versus 2012. For 2014, cash used for working capital was $137 million versus $77 million of cash provided by working capital in 2013. Receivables were a use of cash of $83 million in 2014 compared to a cash use of $88 million in the prior year. Inventory represented a cash outflow of $74 million during 2014, compared to a cash inflow of $3 million for the prior year. Accounts payable provided cash of $94 million for the year ended December 31, 2014, compared to cash provided of $161 million for the year ended December 31, 2013. Cash taxes were $136 million for 2014 compared to $109 million in the prior year.

Investing Activities

Cash used for investing activities was $73 million higher in 2014 compared to the same period a year ago. Cash payments for plant, property and equipment were $328 million in 2014 versus payments of $244 million in 2013, an increase of

53

$84 million. The majority of spending was to support continued growth in OE Clean Air and Ride Performance programs in Europe, China and North America. Cash payments for software-related intangible assets were $16 million in 2014 compared to $25 million in 2013. Change in restricted cash was a source of cash of $2 million in 2014 compared to a use of cash of $5 million in 2013.

Financing Activities

Cash flow from financing activities was an inflow of $20 million for the year ending December 31, 2014 compared to an outflow of $175 million for the year ending December 31, 2013. During 2014, we completed a previously announced stock buyback plan, repurchasing 400,000 shares of our outstanding common stock for $22 million, at an average price of $56.06 per share. During 2013, we completed a previously announced stock buyback plan, repurchasing 550,000 shares of our outstanding common stock for $27 million, at an average price of $49.33 per share. In 2013, we paid $69 million to acquire the remaining 20 percent equity interest in Tenneco Tongtai (Dalian) Exhaust System Co. Ltd. ("TTEC"), our joint venture in Dalian, China, and an additional $9 million to the partner in lieu of receiving its pro-rata share of dividends owed from the joint venture. As a result of this purchase, TTEC is now a wholly owned indirect subsidiary of Tenneco. In 2014, refinancing activities included raising a new senior secured credit facility consisting of a 5-year revolving credit facility and a 5-year Tranche A Term Facility. Proceeds from the new credit facility were used to refinance our existing senior secured credit facility, which included an $850 million revolving credit facility due 2017 and a $213 million Tranche A Term Facility due 2017. In conjunction with this transaction, we also raised $225 million of new 10-year senior unsecured notes priced at 5 ³/8 percent to refinance the existing 7 ³/4 percent notes due 2018. We had no borrowings under our revolving credit facility at December 31, 2014 versus $58 million borrowed at December 31, 2013. At December 31, 2014, there was no borrowing under the North American accounts receivable securitization programs, whereas at December 31, 2013, there was $10 million outstanding. In 2014, we received $4 million for selling a 45 percent equity interest in Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. to a third party partner.

Cash Flows for 2013 and 2012

	Year Ended December 31,
	2013			2012
	(Millions)
Cash provided (used) by:
Operating activities	$	503		$	365
Investing activities	(266		)	(273		)
Financing activities	(175		)	(89		)

Operating Activities

For 2013, operating activities provided $503 million in cash compared to $365 million in cash provided during 2012. The increase was mainly from working capital improvement. For 2013, cash provided from working capital was $77 million versus $76 million of cash used for working capital in 2012. Receivables were a use of cash of $88 million in 2013 compared to a cash use of $9 million in 2012. Inventory represented a cash inflow of $3 million during 2013, compared to a cash outflow of $72 million for 2012. Accounts payable provided cash of $161 million for the year ended December 31, 2013, compared to cash provided of $12 million for the year ended December 31, 2012. Cash taxes were $109 million for 2013 compared to $80 million in 2012.

Investing Activities

Cash used for investing activities was $7 million lower in 2013 compared to 2012. Cash payments for plant, property and equipment were $244 million in 2013 versus payments of $256 million in 2012, a decrease of $12 million. The majority of spending was to support continued growth in the Clean Air business. In 2012, cash of $7 million was used to acquire certain rights from Combustion Components Associates, Inc. primarily pertaining to clean air technology for stationary reciprocating engine applications. Cash payments for software-related intangible assets were $25 million in 2013 compared to $13 million in 2012. Changes in restricted cash were a use of cash of $5 million in 2013.

Financing Activities

Cash flow from financing activities was an outflow of $175 million for the year ending December 31, 2013 compared to an outflow of $89 million for the year ending December 31, 2012. During 2013, we completed a previously announced stock buyback plan, repurchasing 550,000 shares of our outstanding common stock for $27 million, at an average price of $49.33 per share. During 2012, we completed a previously announced stock buyback plan, repurchasing 600,000 shares of our outstanding common stock for $18 million, at an average price of $29.22 per share. In 2013, we paid $69 million to acquire the remaining

54

20 percent equity interest in Tenneco Tongtai (Dalian) Exhaust System Co. Ltd. ("TTEC"), our joint venture in Dalian, China, and an additional $9 million to the partner in lieu of receiving its pro-rata share of dividends owed from the joint venture. As a result of this purchase, TTEC is now a wholly owned indirect subsidiary of Tenneco. Borrowings under our revolving credit facility were $58 million at December 31, 2013 versus $92 million at December 31, 2012. In 2012, refinancing activities included retiring certain of our 8.125 percent senior notes due in 2015 and the $148 million Tranche B Term Facility, adding a new $250 million Tranche A Term Facility and increasing the amount and extending the maturity date of our revolving credit facility. At December 31, 2013, there was $10 million borrowed under the North American accounts receivable securitization programs, whereas at December 31, 2012, there was $50 million outstanding.

Outlook

First Quarter 2015

For the first quarter of 2015, modest industry light vehicle production growth is expected, with IHS forecasting one percent growth in the regions where we operate. Excluding currency, we anticipate total combined OE and aftermarket revenue growth of about four percent, driven primarily by higher light vehicle unit volumes, additional content on commercial truck and off-highway programs to meet environmental regulations, and year-over-year growth in the aftermarket. Based on current exchange rates, we anticipate a currency headwind in the first quarter between four and six percent.

Full Year 2015

In 2015, IHS is forecasting three percent higher industry light vehicle production globally. We anticipate OE light vehicle revenue in 2015 to continue outpacing global industry production, driven by our strong platform position with leading OEMs worldwide, the launch and ramp up of new programs and increased technology content.

We anticipate further weakness in the off-highway industry as well as continued production weakness in commercial trucks in Brazil. However, we expect strong year-over-year revenue growth in our commercial truck and off-highway business, driven by the ramp up of content to meet global emissions requirements, including in China as compliance with emissions regulations increases, as well as new program launches.

Our global aftermarket business is expected to continue to be a steady contributor to revenue performance, driven by our leading market share in key regions.

For the full year 2015, we expect year-over-year total combined OE and aftermarket revenue growth in the range of five percent to eight percent, excluding the impact of currency.

Our revenue growth will continue to be driven by consistent and strong structural growth drivers including increasing global light vehicle industry production; our strong platform position on leading light vehicle programs, especially in the world’s largest and fastest-growing geographic markets; emissions regulations which require new content to meet increasingly stringent requirements for light vehicles, as well as commercial trucks, off-highway equipment, locomotive, marine and stationary engines; increased use of electronically controlled components in vehicle suspensions; and the growing global car parc, which we serve with industry-leading global aftermarket brands. In this respect, beyond 2015, there are no changes to our structural growth outlook excluding the effects of currency exchange rates and market cyclicality.

The revenue estimates presented in this “Outlook” are based on projected customer production schedules, IHS Automotive and Power Systems Research forecasts as of January 2015; original equipment manufacturers’ programs that have been formally awarded to us; programs where we are highly confident that we will be awarded business based on informal customer indications consistent with past practices; our status as supplier for the existing programs and our relationships and experience with our customers; and the actual original equipment revenues achieved by us for each of the last several years compared to the amount of those revenues that we estimated we would generate at the beginning of each year. The revenue estimates are also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Finally, for our foreign operations, our revenue estimate assumes fixed foreign currency values relative to the U.S. dollar. These values are used to translate foreign revenues to the U.S. dollar. Although such currency values are subject to fluctuations based on the economic conditions in each of our foreign operations, we do not intend to update the annual revenue estimates shown above due to these fluctuations. We plan to update our revenue guidance during the first quarter of 2016. See “Cautionary Statement for Purposes of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995” and Item 1A, “Risk Factors”.

We expect our capital expenditures for 2015 to be between $300 million and $320 million, our 2015 interest expense to be about $75 million, our 2015 cash taxes to be between $150 million and $175 million and our 2015 tax rate to be between 33 percent and 36 percent.

Liquidity and Capital Resources

55

Capitalization

	Year Ended December 31,				% Change
	2014		2013
	(Millions)
Short-term debt and maturities classified as current	$	60	$	83	(28	)%
Long-term debt	1,069		1,019		5
Total debt	1,129		1,102		2
Total redeemable noncontrolling interests	35		20		75
Total noncontrolling interests	41		39		5
Tenneco Inc. shareholders’ equity	497		433		15
Total equity	538		472		14
Total capitalization	$	1,702	$	1,594	7	%

General.    Short-term debt, which includes maturities classified as current, borrowings by parent company and foreign subsidiaries, and borrowings under our North American accounts receivable securitization program, were $60 million and $83 million as of December 31, 2014 and December 31, 2013, respectively. Borrowings under our revolving credit facilities, which are classified as long-term debt, were zero and $58 million at December 31, 2014 and December 31, 2013, respectively.

The 2014 year-to-date increase in Tenneco Inc. shareholders' equity primarily resulted from net income attributable to Tenneco Inc. of $226 million and a $45 million increase in premium on common stock and other capital surplus relating to common stock issued pursuant to benefit plans, offset by a $80 million decrease related to pension and postretirement benefits caused primarily by the impact of a decline in the discount rates and a change in the mortality tables used to calculate our pension and postretirement liabilities, a $22 million increase in treasury stock as a result of purchases of common stock under our share purchase program and a$105million decrease caused by the impact of changes in foreign exchange rates on the translation of financial statements of our foreign subsidiaries into U.S. dollars.

Overview.    Our financing arrangements are primarily provided by a committed senior secured financing arrangement with a syndicate of banks and other financial institutions. The arrangement is secured by substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries, as well as guarantees by our material domestic subsidiaries.

On December 8, 2014, we completed an amendment and restatement of our senior credit facility by increasing the amounts and extending the maturity dates of our revolving credit facility and our Tranche A Term Facility. The amended and restated facility replaces our former $850 million revolving credit facility and $213 million Tranche A Term Facility. The proceeds from this refinancing transaction were used to repay the $213 million Tranche A Term Facility, to fund the fees and expenses associated with the purchase and redemption of our $225 million 7 ³/₄ percent senior notes due in 2018 and for general corporate purposes. As of December 31, 2014, the senior credit facility provides us with a total revolving credit facility size of $1,200 million and a $300 million Tranche A Term Facility, both of which will mature on December 8, 2019. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty (subject to any customary LIBOR breakage fees). The revolving credit facility is reflected as debt on our balance sheet only if we borrow money under this facility or if we use the facility to make payments for letters of credit. Outstanding letters of credit reduce our availability to borrow revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.75 million through December 31, 2016, $5.625 million beginning March 31, 2017 through December 31, 2017, $7.5 million beginning March 31, 2018 through September 30, 2019 and a final payment of $195 million is due on December 8, 2019. We have excluded the required payments, within the next twelve months, under the Tranche A Term Facility totaling $15 million from current liabilities as of December 31, 2014, because we have the intent and ability to refinance the obligations on a long-term basis by using our revolving credit facility.

On November 20, 2014, we announced a cash tender offer to purchase our outstanding $225 million 7 ³/₄ percent senior notes due in 2018 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $181 million aggregate principal amount of the notes and, on December 5, 2014, we purchased the tendered notes at a price of 104.35 percent of the principal amount (which includes a consent payment of three percent of the principal amount), plus accrued and unpaid interest, and amended the related indenture. On December 22, 2014, we redeemed the remaining outstanding $44 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 103.88 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $1,200 million revolving credit facility and the new $300 million Tranche A Term Facility was used in part to fund the fees and expenses of the tender offer and redemption.

56

We recorded $13 million of pre-tax charges in December 2014 related to the refinancing of our senior credit facility, the repurchase and redemption of our 7 ³/4 percent senior notes due in 2018 and the write-off of deferred debt issuance costs relating to those notes.

At December 31, 2014, of the $1,200 million available under the revolving credit facility, we had unused borrowing capacity of $1,166 million with zero balance in outstanding borrowings and $34 million in outstanding letters of credit. As of December 31, 2014, our outstanding debt also included $300 million related to our Tranche A Term Facility due December 8, 2019, $225 million of 5 ³/8 percent senior notes due December 15, 2024, $500 million of 6 ⁷/8 percent senior notes due December 15, 2020, and $104 million of other debt.

Senior Credit Facility — Interest Rates and Fees.    Beginning December 8, 2014, our Tranche A Term Facility and revolving credit facility bear interest at an annual rate equal to, at our option, either (i) London Interbank Offered Rate (“LIBOR”) plus a margin of 175 basis points, or (ii) a rate consisting of the greater of (a) the JPMorgan Chase prime rate plus a margin of 75 basis points, (b) the Federal Funds rate plus 50 basis points plus a margin of 75 basis points, and (c) the one month LIBOR plus 100 basis points plus a margin of 75 basis points. The margin we pay on these borrowings will be increased by a total of 25 basis points above the original margin following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 2.25 and less than 3.25, and will be increased by a total of 50 basis points above the original margin following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 3.25. In addition, beginning after we deliver financial statements for the fiscal quarter ending September 30, 2015, the margin we pay on these borrowings will be reduced by a total of 25 basis points below the original margin if our consolidated net leverage ratio is less than 1.25. We also pay a commitment fee equal to 30 basis points that will be reduced to 25 basis points or increased to up to 40 basis points depending on consolidated net leverage ratio changes as set forth in the senior credit facility.

Senior Credit Facility — Other Terms and Conditions.    Our senior credit facility requires that we maintain financial ratios equal to or better than the following consolidated net leverage ratio (consolidated indebtedness net of cash divided by consolidated EBITDA, as defined in the senior credit facility agreement), and consolidated interest coverage ratio (consolidated EBITDA divided by consolidated interest expense, as defined in the senior credit facility agreement) at the end of each period indicated. Failure to maintain these ratios will result in a default under our senior credit facility. The financial ratios required under the amended and restated senior credit facility (or the predecessor facility, as applicable) and the actual ratios we achieved for the four quarters of 2014, are as follows:

	Quarter Ended
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
	Req.	Act.	Req.	Act.	Req.	Act.	Req.	Act.
Leverage Ratio (maximum)	3.50	1.22	3.50	1.55	3.50	1.57	3.50	1.63
Interest Coverage Ratio (minimum)	2.75	11.40	2.75	10.99	2.75	10.62	2.75	10.39

The senior credit facility includes a maximum leverage ratio covenant of 3.50 and a minimum interest coverage ratio of 2.75, in each case through December 8, 2019.

The covenants in our senior credit facility agreement generally prohibit us from repaying or refinancing our senior notes. So long as no default existed, we would, however, under our senior credit facility agreement, be permitted to repay or refinance our senior notes (i) with the net cash proceeds of permitted refinancing indebtedness (as defined in the senior credit facility agreement) or with the net cash proceeds of our common stock, in each case issued within 180 days prior to such repayment; (ii) with the net cash proceeds of the incremental facilities (as defined in the senior credit facility agreement) and certain indebtedness incurred by our foreign subsidiaries; (iii) with the proceeds of the revolving loans (as defined in the senior credit facility agreement); (iv) with the cash generated by our operations; (v) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the senior credit facility agreement) issued by us after December 8, 2014; and (vi) in exchange for permitted refinancing indebtedness or in exchange for shares of our common stock; provided that such purchases are capped as follows (with respect to clauses (iii), (iv) and (v) based on a pro forma consolidated leverage ratio after giving effect to such purchase, cancellation or redemption):

Pro forma Consolidated Leverage Ratio	Aggregate Senior Note Maximum Amount
	(Millions)
Greater than or equal to 3.0x	$	20
Greater than or equal to 2.5x	$	100
Greater than or equal to 2.0x	$	200
Less than 2.0x	no limit

57

Although the senior credit facility agreement would permit us to repay or refinance our senior notes under the conditions described above, any repayment or refinancing of our outstanding notes would be subject to market conditions and either the voluntary participation of note holders or our ability to redeem the notes under the terms of the applicable note indenture. For example, while the senior credit facility agreement would allow us to repay our outstanding notes via a direct exchange of the notes for either permitted refinancing indebtedness or for shares of our common stock, we do not, under the terms of the agreements governing our outstanding notes, have the right to refinance the notes via any type of direct exchange.

The senior credit facility agreement also contains other restrictions on our operations that are customary for similar facilities, including limitations on: (i) incurring additional liens; (ii) sale and leaseback transactions (except for the permitted transactions as described in the senior credit facility agreement); (iii) liquidations and dissolutions; (iv) incurring additional indebtedness or guarantees; (v) investments and acquisitions; (vi) dividends and share repurchases; (vii) mergers and consolidations; and (viii) refinancing of the senior notes. Compliance with these requirements and restrictions is a condition for any incremental borrowings under the senior credit facility agreement and failure to meet these requirements enables the lenders to require repayment of any outstanding loans.

As of December 31, 2014, we were in compliance with all the financial covenants and operational restrictions of the senior credit facility. Our senior credit facility does not contain any terms that could accelerate payment of the facility or affect pricing under the facility as a result of a credit rating agency downgrade.

Senior Notes.    As of December 31, 2014, our outstanding senior notes included $225 million of 5  ³/8 percent senior notes due December 15, 2024 and $500 million of 6 ⁷/8 percent senior notes due December 15, 2020. Under the indentures governing the notes, we are permitted to redeem some or all of the remaining senior notes at specified prices that decline to par over a specified period, (a) on or after December 15, 2019, in the case of the senior notes due 2024, and (b) on or after December 15, 2015, in the case of the senior notes due 2020. In addition, the notes due may also be redeemed at a price generally equal to 100 percent of the principal amount thereof plus a premium based on the present values of the remaining payments due to the note holders. Further, the indentures governing the notes also permit us to redeem up to 35 percent of the senior notes due 2024, with the proceeds of certain equity offerings completed on or before December 15, 2017. If we sell certain of our assets or experience specified kinds of changes in control, we must offer to repurchase the notes due 2024 and 2020 at 101 percent of the principal amount thereof plus accrued and unpaid interest.

Our senior notes require that, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, our consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00. The indentures also contain restrictions on our operations, including limitations on: (i) incurring additional indebtedness or liens; (ii) dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) mergers and consolidations. Subject to limited exceptions, all of our existing and future material domestic wholly owned subsidiaries fully and unconditionally guarantee these notes on a joint and several basis. There are no significant restrictions on the ability of the subsidiaries that have guaranteed these notes to make distributions to us. As of December 31, 2014, we were in compliance with the covenants and restrictions of these indentures.

Accounts Receivable Securitization.    We securitize some of our accounts receivable on a limited recourse basis in North America and Europe. As servicer under these accounts receivable securitization programs, we are responsible for performing all accounts receivable administration functions for these securitized financial assets including collections and processing of customer invoice adjustments. In North America, we have an accounts receivable securitization program with three commercial banks comprised of a first priority facility and a second priority facility. We securitize original equipment and aftermarket receivables on a daily basis under the bank program. In March 2014, the North American program was amended and extended to March 20, 2015. The first priority facility continues to provide financing of up to $110 million and the second priority facility, which is subordinated to the first priority facility, continues to provide up to an additional $40 million of financing. Both facilities monetize accounts receivable generated in the U.S. and Canada that meet certain eligibility requirements. The second priority facility also monetizes certain accounts receivable generated in the U.S. or Canada that would otherwise be ineligible under the first priority securitization facility. The amount of outstanding third-party investments in our securitized accounts receivable under the North American program was zero at December 31, 2014 and $10 million at December 31, 2013.

Each facility contains customary covenants for financings of this type, including restrictions related to liens, payments, mergers or consolidations and amendments to the agreements underlying the receivables pool. Further, each facility may be terminated upon the occurrence of customary events (with customary grace periods, if applicable), including breaches of covenants, failure to maintain certain financial ratios, inaccuracies of representations and warranties, bankruptcy and insolvency events, certain changes in the rate of default or delinquency of the receivables, a change of control and the entry or other enforcement of material judgments. In addition, each facility contains cross-default provisions, where the facility could be terminated in the event of non-payment of other material indebtedness when due and any other event which permits the acceleration of the maturity of material indebtedness.

We also securitize receivables in our European operations with regional banks in Europe under various separate facilities. The commitments for these arrangements are generally for one year, but some may be cancelled with notice 90 days prior to

58

renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $153 million and $134 million at December 31, 2014 and December 31, 2013, respectively.

If we were not able to securitize receivables under either the North American or European securitization programs, our borrowings under our revolving credit agreement might increase. These accounts receivable securitization programs provide us with access to cash at costs that are generally favorable to alternative sources of financing, and allow us to reduce borrowings under our revolving credit agreement.

In our North American accounts receivable securitization programs, we transfer a partial interest in a pool of receivables and the interest that we retain is subordinate to the transferred interest. Accordingly, we account for our North American securitization program as a secured borrowing. In our European programs, we transfer accounts receivables in their entirety to the acquiring entities and satisfy all of the conditions established under ASC Topic 860, “Transfers and Servicing,” to report the transfer of financial assets in their entirety as a sale. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized $2 million in interest expense for each of the years ended 2014 and 2013 and $3 million for the year ended 2012, relating to our North American securitization program. In addition, we recognized a loss of $4 million for each of the years ended 2014, 2013 and 2012, on the sale of trade accounts receivable in our European accounts receivable securitization programs, representing the discount from book values at which these receivables were sold to our banks. The discount rate varies based on funding costs incurred by our banks, which averaged approximately two percent for the year ended 2014 and three percent for the years ended 2013 and 2012, respectively.

Financial Instruments.    One of our European subsidiaries receives payment from one of its customers whereby the accounts receivable are satisfied through the early delivery of financial instruments. We may collect these financial instruments before their maturity date by either selling them at a discount or using them to satisfy accounts receivable that have previously been sold to a European bank. Any of these financial instruments which are not sold are classified as other current assets. The amount of these financial instruments that was collected before their maturity date and sold at a discount totaled $1 million and $5 million at December 31, 2014 and December 31, 2013, respectively. No such financial instruments were held by our European subsidiary as of December 31, 2014 and December 31, 2013, respectively.

In certain instances, several of our Chinese subsidiaries receive payment from customers through the receipt of financial instruments on the date the customer payments are due. Several of our Chinese subsidiaries also satisfy vendor payments through the delivery of financial instruments on the date the payments are due. Financial instruments issued to satisfy vendor payables and not redeemed totaled $24 million and $12 million at December 31, 2014 and December 31, 2013, respectively, and were classified as notes payable. Financial instruments received from OE customers and not redeemed totaled $17 million and $8 million at December 31, 2014 and December 31, 2013, respectively. We classify financial instruments received from our customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts if issued by our customer. We classified $17 million and $8 million in other current assets at December 31, 2014 and December 31, 2013, respectively.

The financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are drafts drawn that are payable at a future date and, in some cases, are negotiable and/or are guaranteed by banks of the customers. The use of these instruments for payment follows local commercial practice. Because certain of such financial instruments are guaranteed by our customers’ banks, we believe they represent a lower financial risk than the outstanding accounts receivable that they satisfy which are not guaranteed by a bank.

Supply Chain Financing. Near the end of the second quarter of 2013 certain of our suppliers in the U.S. extended their payment terms to Tenneco. The liquidity benefit to Tenneco from the extended payment terms totaled $16 million at December 31, 2014. These suppliers also began participating in a supply chain financing program under which they securitize their accounts receivables from Tenneco with two financial institutions. The financial institutions participate in the supply chain financing program on an uncommitted basis and can cease purchasing receivables from Tenneco's suppliers at any time. If the financial institutions did not continue to purchase receivables from Tenneco's suppliers under this program, the participating vendors could reduce their payment terms to Tenneco which in turn would cause our borrowings under our revolving credit facility to increase.

Capital Requirements.    We believe that cash flows from operations, combined with our cash on hand, subject to any applicable withholding taxes upon repatriation of cash balances from our foreign operations where most of our cash balances are located, and available borrowing capacity described above, assuming that we maintain compliance with the financial covenants and other requirements of our loan agreement, will be sufficient to meet our future capital requirements, including debt amortization, capital expenditures, pension contributions, and other operational requirements, for the following year. Our ability to meet the financial covenants depends upon a number of operational and economic factors, many of which are beyond our control. In the event that we are unable to meet these financial covenants, we would consider several options to meet our cash flow needs. Such actions include additional restructuring initiatives and other cost reductions, sales of assets, reductions to

59

working capital and capital spending, issuance of equity and other alternatives to enhance our financial and operating position. Should we be required to implement any of these actions to meet our cash flow needs, we believe we can do so in a reasonable time frame.

Contractual Obligations.

Our remaining required debt principal amortization and payment obligations under lease and certain other financial commitments as of December 31, 2014 are shown in the following table:

	Payments due in:
	2015		2016		2017		2018		2019		Beyond 2019		Total
	(Millions)
Obligations:
Senior term loans	15		15		23		30		217		—		300
Senior notes	—		—		—		—		—		725		725
Debentures	—		—		—		—		—		1		1
Other long term debt	—		—		—		—		37		—		37
Other subsidiary debt and capital lease obligations	1		1		1		1		1		3		8
Short-term debt	59		—		—		—		—		—		59
Debt and capital lease obligations	75		16		24		31		255		729		1,130
Operating leases	46		35		27		21		14		18		161
Purchase obligations	91		5		—		—		—		—		96
Interest payments	64		67		70		72		72		34		379
Capital commitments	132		—		—		—		—		—		132
Total payments	$	408	$	123	$	121	$	124	$	341	$	781	$	1,898

If we do not maintain compliance with the terms of our senior credit facility or senior notes indentures described above, all amounts under those arrangements could, automatically or at the option of the lenders or other debt holders, become due. Additionally, each of those facilities contains provisions that certain events of default under one facility will constitute a default under the other facility, allowing the acceleration of all amounts due. We currently expect to maintain compliance with the terms of all of our various credit agreements for the foreseeable future.

Included in our contractual obligations is the amount of interest to be paid on our long-term debt. As our debt structure contains both fixed and variable rate obligations, we have made assumptions in calculating the amount of future interest payments. Interest on our senior notes is calculated using the fixed rates of 5 ³/8 percent and 6 ⁷/8 percent, respectively. Interest on our variable rate debt is calculated as LIBOR plus the applicable margin in effect at December 31, 2014 for the Eurodollar and Term Loan A loan and prime plus the applicable margin in effect on December 31, 2014 on the prime-based loans. We have assumed that both LIBOR and the prime rate will remain unchanged for the outlying years. See “— Capitalization.”

We have also included an estimate of expenditures required after December 31, 2014 to complete the projects authorized at December 31, 2014, in which we have made substantial commitments in connection with purchasing plant, property and equipment for our operations. For 2015, we expect our capital expenditures to be between $300 million and $320 million.

We have included an estimate of the expenditures necessary after December 31, 2014 to satisfy purchase requirements pursuant to certain ordinary course supply agreements that we have entered into. With respect to our other supply agreements, they generally do not specify the volumes we are required to purchase. In many cases, if any commitment is provided, the agreements state only the minimum percentage of our purchase requirements we must buy from the supplier. As a result, these purchase obligations fluctuate from year-to-year and we are not able to quantify the amount of our future obligations.

We have not included material cash requirements for unrecognized tax benefits or taxes. It is difficult to estimate taxes to be paid as changes in where we generate income can have a significant impact on future tax payments. We have also not included cash requirements for funding pension and postretirement benefit costs. Based upon current estimates, we believe we will be required to make contributions of approximately $31 million to those plans in 2015. Pension and postretirement contributions beyond 2015 will be required but those amounts will vary based upon many factors, including the performance of our pension fund investments during 2015 and future discount rate changes. For additional information relating to the funding of our pension and other postretirement plans, refer to Note 10 of our consolidated financial statements. In addition, we have not included cash requirements for environmental remediation. Based upon current estimates we believe we will be required to

60

spend approximately $18 million over the next 30 years. However, due to possible modifications in remediation processes and other factors, it is difficult to determine the actual timing of the payments. See “— Environmental and Other Matters.”

We occasionally provide guarantees that could require us to make future payments in the event that the third party primary obligor does not make its required payments. We are not required to record a liability for any of these guarantees.

Additionally, we have from time to time issued guarantees for the performance of obligations by some of our subsidiaries, and some of our subsidiaries have guaranteed our debt. All of our existing and future material domestic subsidiaries fully and unconditionally guarantee our senior credit facility and our senior notes on a joint and several basis. The senior credit facility is also secured by first-priority liens on substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries. No assets or capital stock secure our senior notes. You should also read Note 13 of the consolidated financial statements of Tenneco Inc., where we present the Supplemental Guarantor Consolidating Financial Statements.

We have two performance guarantee agreements in the U.K. between Tenneco Management Europe Limited (“TMEL”) and the two Walker Group Retirement Plans, the Walker Group Employee Benefit Plan and the Walker Group Executive Retirement Benefit Plan (the “Walker Plans”), whereby TMEL will guarantee the payment of all current and future pension contributions in event of a payment default by the sponsoring or participating employers of the Walker Plans. As a result of our decision to enter into these performance guarantee agreements, the levy due to the U.K. Pension Protection Fund was reduced. The Walker Plans are comprised of employees from Tenneco Walker (U.K.) Limited and our Futaba-Tenneco U.K. joint venture. Employer contributions are funded by both Tenneco Walker (U.K.) Limited, as the sponsoring employer, and Futaba-Tenneco U.K., as a participating employer. The performance guarantee agreements are expected to remain in effect until all pension obligations for the Walker Plans’ sponsoring and participating employers have been satisfied. The maximum amount payable for these pension performance guarantees, relating to other participating employers, is approximately $55 million as of December 31, 2014 which is determined by taking 105 percent of the liability of the Walker Plans calculated under section 179 of the U.K. Pension Act of 2004 offset by plan assets. We did not record an additional liability for this performance guarantee since Tenneco Walker (U.K.) Limited, as the sponsoring employer of the Walker Plans, already recognizes 100 percent of the pension obligation calculated based on U.S. GAAP, for all of the Walker Plans’ participating employers on its balance sheet, which was $17 million and $7 million at December 31, 2014 and December 31, 2013, respectively. At December 31, 2014, all pension contributions under the Walker Plans were current for all of the Walker Plans’ sponsoring and participating employers.

In June 2011, we entered into an indemnity agreement between TMEL and Futaba Industrial Co. Ltd. which requires Futaba to indemnify TMEL for any cost, loss or liability which TMEL may incur under the performance guarantee agreements relating to the Futaba-Tenneco U.K. joint venture. The maximum amount reimbursable by Futaba to TMEL under this indemnity agreement is equal to the amount incurred by TMEL under the performance guarantee agreements multiplied by Futaba’s shareholder ownership percentage of the Futaba-Tenneco U.K. joint venture. At December 31, 2014 the maximum amount reimbursable by Futaba to TMEL is approximately $9 million.

We have issued guarantees through letters of credit in connection with some obligations of our affiliates. As of December 31, 2014, we have $35 million in letters of credit to support some of our subsidiaries’ insurance arrangements, foreign employee benefit programs, environmental remediation activities and cash management and capital requirements.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Preparing our consolidated financial statements in accordance with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The following paragraphs include a discussion of some critical areas where estimates are required.

Revenue Recognition

We recognize revenue for sales to our original equipment and aftermarket customers when title and risk of loss passes to the customers under the terms of our arrangements with those customers, which is usually at the time of shipment from our plants or distribution centers. Generally, in connection with the sale of exhaust systems to certain original equipment manufacturers, we purchase catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of our customers which are used in the assembled system. These substrates are included in our inventory and “passed through” to the customer at our cost, plus a small margin, since we take title to the inventory and are responsible for both the delivery and quality of the finished product. Revenues recognized for substrate sales were $1,934 million, $1,835 million and $1,660 million in 2014, 2013 and 2012, respectively. For our aftermarket customers, we provide for promotional incentives and returns at the time of sale. Estimates are based upon the terms of the incentives and

61

historical experience with returns. Certain taxes assessed by governmental authorities on revenue producing transactions, such as value added taxes, are excluded from revenue and recorded on a net basis. Shipping and handling costs billed to customers are included in revenues and the related costs are included in cost of sales in our Statements of Income.

Warranty Reserves

Where we have offered product warranty, we also provide for warranty costs. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims and upon specific warranty issues as they arise. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. While we have not experienced any material differences between these estimates and our actual costs, it is reasonably possible that future warranty issues could arise that could have a significant impact on our consolidated financial statements.

Engineering, Research and Development

We expense engineering, research, and development costs as they are incurred. Engineering, research, and development expenses were $169 million for 2014, $144 million for 2013 and $126 million for 2012, net of reimbursements from our customers. Of these amounts, $26 million in 2014, $19 million in 2013 and $13 million in 2012 relate to research and development, which includes the research, design, and development of a new unproven product or process. Additionally, $118 million, $101 million and $92 million of engineering, research, and development expense for 2014, 2013 and 2012, respectively, relates to engineering costs we incurred for application of existing products and processes to vehicle platforms. The remainder of the expenses in each year relate to improvements and enhancements to existing products and processes. Further, our customers reimburse us for engineering, research, and development costs on some platforms when we prepare prototypes and incur costs before platform awards. Our engineering, research, and development expense for 2014, 2013 and 2012 has been reduced by $159 million, $169 million and $159 million, respectively, for these reimbursements.

Pre-production Design and Development and Tooling Assets

We expense pre-production design and development costs as incurred unless we have a contractual guarantee for reimbursement from the original equipment customer. Unbilled pre-production design and development costs recorded in prepayments and other and long-term receivables were $23 million and $30 million on December 31, 2014 and 2013, respectively. In addition, plant, property and equipment included $59 million and $59 million at December 31, 2014 and 2013, respectively, for original equipment tools and dies that we own, and prepayments and other included $98 million and $86 million at December 31, 2014 and 2013, respectively, for in-process tools and dies that we are building for our original equipment customers.

Income Taxes

We recognize deferred tax assets and liabilities on the basis of the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax values, and net operating losses (“NOL”) and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. U.S. GAAP requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

Valuation allowances are established for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We consider the following possible sources of taxable income when assessing the realization of our deferred tax assets and the need for a valuation allowance:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

62

The valuation allowances recorded against deferred tax assets in certain foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

Goodwill, net

We evaluate goodwill for impairment in the fourth quarter of each year, or more frequently if events indicate it is warranted. The goodwill impairment test consists of a two-step process. In step one, we compare the estimated fair value of our reporting units with goodwill to the carrying value of the unit’s assets and liabilities to determine if impairment exists within the recorded balance of goodwill. We estimate the fair value of each reporting unit using the income approach which is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of market trends, forecasted revenues and expenses, capital expenditures, weighted average cost of capital and other variables. A separate discount rate derived by a combination of published sources, internal estimates and weighted based on our debt to equity ratio, was used to calculate the discounted cash flows for each of our reporting units. These estimates are based on assumptions that we believe to be reasonable, but which are inherently uncertain and outside of the control of management. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist which requires step two to be performed to measure the amount of the impairment loss. The amount of impairment is determined by comparing the implied fair value of a reporting unit’s goodwill to its carrying value.

In the fourth quarter of 2014, 2013 and 2012, as a result of our annual goodwill impairment testing, the estimated fair value of each of our reporting units substantially exceeded the carrying value of their assets and liabilities as of the testing date.

Pension and Other Postretirement Benefits

We have various defined benefit pension plans that cover some of our employees. We also have postretirement health care and life insurance plans that cover some of our domestic employees. Our pension and postretirement health care and life insurance expenses and valuations are dependent on assumptions used by our actuaries in calculating those amounts. These assumptions include discount rates, health care cost trend rates, long-term return on plan assets, retirement rates, mortality rates and other factors. Health care cost trend rate assumptions are developed based on historical cost data and an assessment of likely long-term trends. Retirement rates are based primarily on actual plan experience while mortality rates are based upon the general population experience which is not expected to differ materially from our experience.

Our approach to establishing the discount rate assumption for both our domestic and foreign plans is generally based on the yield on high-quality corporate fixed-income investments. At the end of each year, the discount rate is determined using the results of bond yield curve models based on a portfolio of high quality bonds matching the notional cash inflows with the expected benefit payments for each significant benefit plan. Based on this approach, we lowered the weighted average discount rate for all our pension plans to 3.7 percent in 2014 from 4.6 percent in 2013. The discount rate for postretirement benefits was lowered to 4.1 percent in 2014 from 4.8 percent in 2013.

Our approach to determining expected return on plan asset assumptions evaluates both historical returns as well as estimates of future returns, and is adjusted for any expected changes in the long-term outlook for the equity and fixed income markets. As a result, our estimate of the weighted average long-term rate of return on plan assets for all of our pension plans was lowered to 6.7 percent in 2014 from 6.9 percent in 2013.

Our pension plans generally do not require employee contributions. Our policy is to fund our pension plans in accordance with applicable U.S. and foreign government regulations and to make additional payments as funds are available to achieve full funding of the accumulated benefit obligation. At December 31, 2014, all legal funding requirements had been met.

Refer to Note 10 of our consolidated financial statements for more information regarding our pension and other postretirement employee benefit costs and assumptions.

New Accounting Pronouncements

Note 1 to the consolidated financial statements of Tenneco Inc. located in Item 8 — Financial Statements and Supplemental Data is incorporated herein by reference.

Derivative Financial Instruments

Foreign Currency Exchange Rate Risk

We use derivative financial instruments, principally foreign currency forward purchase and sale contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third

63

parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes.

In managing our foreign currency exposures, we identify and aggregate existing offsetting positions and then hedge residual exposures through third-party derivative contracts. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at December 31, 2014 and is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. The following table summarizes by major currency the notional amounts for our foreign currency forward purchase and sale contracts as of December 31, 2014. All contracts in the following table mature in 2015.

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
British pounds	—Purchase	1
Canadian dollars	—Sell	(2	)
European euro	—Purchase	1
	—Sell	(4	)
Japanese yen	—Sell	(1,268	)
South African rand	—Purchase	112
U.S. dollars	—Purchase	14
	—Sell	(10	)

Interest Rate Risk

Our financial instruments that are sensitive to market risk for changes in interest rates are primarily our debt securities. We use our revolving credit facilities to finance our short-term and long-term capital requirements. We pay a current market rate of interest on these borrowings. Our long-term capital requirements have been financed with long-term debt with original maturity dates ranging from four to ten years. On December 31, 2014, we had $770 million in long-term debt obligations that have fixed interest rates. Of that amount, $500 million is fixed through December 2020, $225 million is fixed through December 2024 and the remainder is fixed from 2015 through 2025. We also have $301 million in long-term debt obligations that are subject to variable interest rates. For more detailed explanations on our debt structure and senior credit facility refer to “Liquidity and Capital Resources — Capitalization” earlier in this Management’s Discussion and Analysis.

We estimate that the fair value of our long-term debt at December 31, 2014 was about 103 percent of its book value. A one percentage point increase or decrease in interest rates would increase or decrease the annual interest expense we recognize in the income statement and the cash we pay for interest expense by about $4 million.

Environmental Matters, Legal Proceedings and Product Warranties

Note 12 to the consolidated financial statements of Tenneco Inc. located in Part II Item 8 — Financial Statements and Supplemental Data is incorporated herein by reference.

Tenneco 401(k) Retirement Savings Plans

Effective January 1, 2012, the Tenneco Employee Stock Ownership Plan for Hourly Employees and the Tenneco Employee Stock Ownership Plan for Salaried Employees were merged into one plan called the Tenneco 401(k) Retirement Savings Plan (the “Retirement Savings Plan”). Under the plan, subject to limitations in the Internal Revenue Code, participants may elect to defer up to 75 percent of their salary through contributions to the plan, which are invested in selected mutual funds or used to buy our common stock. We match 100 percent of an employee's contributions up to three percent of the employee's salary and 50 percent of an employee's contributions that are between three percent and five percent of the employee's salary. In connection with freezing the defined benefit pension plans for nearly all U.S. based salaried and non-union hourly employees effective December 31, 2006, and the related replacement of those defined benefit plans with defined contribution plans, we are making additional contributions to the Employee Stock Ownership Plans. We recorded expense for these contributions of approximately $25 million, $23 million and $21 million in 2014, 2013, and 2012, respectively. Matching contributions vest immediately. Defined benefit replacement contributions fully vest on the employee’s third anniversary of employment.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

64

The section entitled “Derivative Financial Instruments” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.

65

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS OF TENNECO INC.

AND CONSOLIDATED SUBSIDIARIES

	Page
Management’s Report on Internal Control Over Financial Reporting	67
Report of Independent Registered Public Accounting Firm	68
Statements of income for each of the three years in the period ended December 31, 2014	69
Statements of comprehensive income for each of the three years in the period ended December 31,  2014	70
Balance sheets — December 31, 2014 and 2013	73
Statements of cash flows for each of the three years in the period ended December 31, 2014	74
Statements of changes in shareholders’ equity for each of the three years in the period ended December 31, 2014	76
Notes to consolidated financial statements	77
Schedule II — Valuation and Qualifying Accounts	122

66

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Tenneco Inc. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Management’s internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements in financial reporting. Further, due to changing conditions and adherence to established policies and controls, internal control effectiveness may vary over time.

Management assessed the company’s effectiveness of internal controls over financial reporting. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on our assessment we have concluded that the company’s internal control over financial reporting was effective as of December 31, 2014.

Our internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included herein.

February 25, 2015

67

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Tenneco Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity present fairly, in all material respects, the financial position of Tenneco Inc. and its subsidiaries at December 31, 2014, and 2013 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/S/ PRICEWATERHOUSECOOPERS LLP

Milwaukee, Wisconsin

February 25, 2015

68

TENNECO INC.

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2014			2013			2012
	(Millions Except Share and Per Share Amounts)
Revenues
Net sales and operating revenues	$	8,420		$	7,964		$	7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	7,025			6,734			6,170
Engineering, research, and development	169			144			126
Selling, general, and administrative	519			453			427
Depreciation and amortization of other intangibles	208			205			205
	7,921			7,536			6,928
Other income (expense)
Loss on sale of receivables	(4		)	(4		)	(4		)
Other expense	(3		)	—			(3		)
	(7		)	(4		)	(7		)
Earnings before interest expense, income taxes, and noncontrolling interests	492			424			428
Interest expense (net of interest capitalized of $5 million for 2014 and $4 million for 2013 and 2012, respectively)	91			80			105
Earnings before income taxes and noncontrolling interests	401			344			323
Income tax expense	131			122			19
Net income	270			222			304
Less: Net income attributable to noncontrolling interests	44			39			29
Net income attributable to Tenneco Inc.	$	226		$	183		$	275
Earnings per share
Weighted average shares of common stock outstanding —
Basic	60,734,022			60,474,492			59,985,677
Diluted	61,782,508			61,594,062			61,083,510
Basic earnings per share of common stock	$	3.72		$	3.03		$	4.58
Diluted earnings per share of common stock	$	3.66		$	2.97		$	4.50

The accompanying notes to consolidated financial statements are an integral

part of these statements of income.

69

TENNECO INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31, 2014
	Tenneco Inc.						Noncontrolling interests						Total
	Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)
	(Millions)
Net Income				$	226					$	44					$	270
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance January 1	$	(61	)				$	5					$	(56	)
Translation of foreign currency statements	(105		)	(105		)	(2		)	(2		)	(107		)	(107		)
Balance December 31	(166		)				3						(163		)
Adjustment to the Liability for Pension and Postretirement Benefits
Balance January 1	(299		)				—						(299		)
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(80		)	(80		)							(80		)	(80		)
Balance December 31	(379		)				—						(379		)
Balance December 31	$	(545	)				$	3					$	(542	)
Other comprehensive loss				(185		)				(2		)				(187		)
Comprehensive Income				$	41					$	42					$	83

The accompanying notes to consolidated financial statements are an integral

part of these statements of comprehensive income.

70

TENNECO INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Tenneco Inc.						Noncontrolling interests				Total
	Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)		Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)
	(Millions)
Net Income				$	183				$	39				$	222
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance January 1	$	(24	)				$	5			$	(19	)
Translation of foreign currency statements	(37		)	(37		)	—		—		(37		)	(37		)
Balance December 31	(61		)				5				(56		)
Adjustment to the Liability for Pension and Postretirement Benefits
Balance January 1	(384		)				—				(384		)
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	85			85							85			85
Balance December 31	(299		)				—				(299		)
Balance December 31	$	(360	)				$	5			$	(355	)
Other comprehensive income				48					—					48
Comprehensive Income				$	231				$	39				$	270

The accompanying notes to consolidated financial statements are an integral

part of these statements of comprehensive income.

71

TENNECO INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31, 2012
	Tenneco Inc.						Noncontrolling interests				Total
	Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)			Accumulated Other Comprehensive Income (Loss)		Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss)			Comprehensive Income (Loss)
	(Millions)
Net Income				$	275				$	29				$	304
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance January 1	$	(30	)				$	4			$	(26	)
Translation of foreign currency statements	6			6			1		1		7			7
Balance December 31	(24		)				5				(19		)
Adjustment to the Liability for Pension and Postretirement Benefits
Balance January 1	(352		)				—				(352		)
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(32		)	(32		)					(32		)	(32		)
Balance December 31	(384		)				—				(384		)
Balance December 31	$	(408	)				$	5			$	(403	)
Other comprehensive income (loss)				(26		)			1					(25		)
Comprehensive Income				$	249				$	30				$	279

The accompanying notes to consolidated financial statements are an integral

part of these statements of comprehensive income.

72

TENNECO INC.

CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2014			2013
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	282		$	275
Restricted cash	3			5
Receivables —
Customer notes and accounts, net	1,064			1,041
Other	24			19
Inventories	688			656
Deferred income taxes	81			71
Prepayments and other	284			223
Total current assets	2,426			2,290
Other assets:
Long-term receivables, net	12			14
Goodwill	65			69
Intangibles, net	26			30
Deferred income taxes	143			125
Other	120			127
	366			365
Plant, property, and equipment, at cost	3,490			3,498
Less — Accumulated depreciation and amortization	(2,272		)	(2,323		)
	1,218			1,175
Total Assets	$	4,010		$	3,830
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)	$	60		$	83
Accounts payable	1,372			1,359
Accrued taxes	40			40
Accrued interest	3			10
Accrued liabilities	258			252
Other	66			94
Total current liabilities	1,799			1,838
Long-term debt	1,069			1,019
Deferred income taxes	18			28
Postretirement benefits	339			249
Deferred credits and other liabilities	212			204
Commitments and contingencies
Total liabilities	3,437			3,338
Redeemable noncontrolling interests	35			20
Tenneco Inc. Shareholders’ equity:
Common stock	1			1
Premium on common stock and other capital surplus	3,059			3,014
Accumulated other comprehensive loss	(545		)	(360		)
Retained earnings (accumulated deficit)	(1,695		)	(1,921		)
	820			734
Less — Shares held as treasury stock, at cost	323			301
Total Tenneco Inc. shareholders’ equity	497			433
Noncontrolling interests	41			39
Total equity	538			472
Total liabilities, redeemable noncontrolling interests and equity	$	4,010		$	3,830

The accompanying notes to consolidated financial statements are an integral

part of these balance sheets.

73

TENNECO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Operating Activities
Net income	$	270		$	222		$	304
Adjustments to reconcile net income to cash provided by operating activities —
Depreciation and amortization of other intangibles	208			205			205
Deferred income taxes	(1		)	5			(65		)
Stock-based compensation	13			13			11
Loss on sale of assets	6			1			4
Changes in components of working capital —
(Increase) decrease in receivables	(83		)	(88		)	(9		)
(Increase) decrease in inventories	(74		)	3			(72		)
(Increase) decrease in prepayments and other current assets	(81		)	(53		)	(21		)
Increase (decrease) in payables	94			161			12
Increase (decrease) in accrued taxes	—			(10		)	7
Increase (decrease) in accrued interest	(6		)	—			(3		)
Increase (decrease) in other current liabilities	13			64			10
Change in long-term assets	12			7			14
Change in long-term liabilities	(13		)	(32		)	(37		)
Other	(17		)	5			5
Net cash provided by operating activities	341			503			365
Investing Activities
Proceeds from sale of assets	3			8			3
Cash payments for plant, property, and equipment	(328		)	(244		)	(256		)
Cash payments for software related intangible assets	(13		)	(25		)	(13		)
Cash payments for net assets purchased	(3		)	—			(7		)
Change in restricted cash	2			(5		)	—
Net cash used by investing activities	(339		)	(266		)	(273		)
Financing Activities
Retirement of long-term debt	(462		)	(16		)	(411		)
Issuance of long-term debt	570			—			250
Debt issuance costs of long-term debt	(12		)	—			(13		)
Purchase of common stock under the share repurchase program	(22		)	(27		)	(18		)
Issuance of common stock	19			20			5
Tax benefit from stock-based compensation	26			24			—
Increase (decrease) in bank overdrafts	6			(6		)	5
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	(70		)	(22		)	67
Net increase (decrease) in short-term borrowings secured by accounts receivable	(10		)	(40		)	50
Capital contribution from noncontrolling interest partner	5			—			5
Purchase of noncontrolling equity interest	—			(69		)	—
Distribution to noncontrolling interest partners	(30		)	(39		)	(29		)
Net cash provided (used) by financing activities	20			(175		)	(89		)
Effect of foreign exchange rate changes on cash and cash equivalents	(15		)	(10		)	6
Increase in cash and cash equivalents	7			52			9
Cash and cash equivalents, January 1	275			223			214
Cash and cash equivalents, December 31 (Note)	$	282		$	275		$	223
Supplemental Cash Flow Information

74

Cash paid during the year for interest	$	93	$	79	$	100
Cash paid during the year for income taxes (net of refunds)	136		109		80
Non-cash Investing and Financing Activities
Period end balance of trade payables for plant, property, and equipment	$	41	$	52	$	42

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of   purchase.

The accompanying notes to consolidated financial statements are an integral

part of these statements of cash flows.

75

TENNECO INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Year Ended December 31,
	2014				2013				2012
	Shares	Amount			Shares	Amount			Shares	Amount
	(Millions Except Share Amounts)
Common Stock
Balance January 1	63,714,728	$	1		62,789,382	$	1		62,101,335	$	1
Issued	—	—			—	—			—	—
Issued pursuant to benefit plans	62,334	—			156,213	—			149,398	—
Stock options exercised	677,186	—			769,133	—			538,649	—
Balance December 31	64,454,248	1			63,714,728	1			62,789,382	1
Premium on Common Stock and Other Capital Surplus
Balance January 1		3,014				3,031				3,016
Purchase of noncontrolling equity interest		—				(68		)		—
Premium on common stock issued pursuant to benefit plans		45				51				15
Balance December 31		3,059				3,014				3,031
Accumulated Other Comprehensive Loss
Balance January 1		(360		)		(408		)		(382		)
Other comprehensive income (loss)		(185		)		48				(26		)
Balance December 31		(545		)		(360		)		(408		)
Retained Earnings (Accumulated Deficit)
Balance January 1		(1,921		)		(2,104		)		(2,379		)
Net income attributable to Tenneco Inc.		226				183				275
Balance December 31		(1,695		)		(1,921		)		(2,104		)
Less — Common Stock Held as Treasury Stock, at Cost
Balance January 1	2,844,692	301			2,294,692	274			1,694,692	256
Purchase of common stock through stock repurchase program	400,000	22			550,000	27			600,000	18
Balance December 31	3,244,692	323			2,844,692	301			2,294,692	274
Total Tenneco Inc. shareholders’ equity		$	497			$	433			$	246
Noncontrolling interests:
Balance January 1		39				45				43
Net income		21				24				20
Capital contribution		—				—				3
Sale of noncontrolling equity interest		—				(1		)		—
Other comprehensive income (loss)		(1		)		—				1
Dividends declared		(18		)		(29		)		(22		)
Balance December 31		$	41			$	39			$	45
Total equity		$	538			$	472			$	291

The accompanying notes to consolidated financial statements are an integral

part of these statements of changes in shareholders’ equity.

76

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Summary of Accounting Policies

Consolidation and Presentation

Our consolidated financial statements include all majority-owned subsidiaries. We carry investments in 20 percent to 50 percent owned companies in which the Company does not have a controlling interest, as equity method investments, at cost plus equity in undistributed earnings since the date of acquisition and cumulative translation adjustments. We have eliminated intercompany transactions. We have evaluated all subsequent events through the date our financial statements were issued.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include, among others allowances for doubtful receivables, promotional and product returns, pension and postretirement benefit plans, income taxes, and contingencies. These items are covered in more detail elsewhere in Note 1, Note 7, Note 10, and Note 12 of the consolidated financial statements of Tenneco Inc. Actual results could differ from those estimates.

Redeemable Noncontrolling Interests

We have noncontrolling interests in five joint ventures with redemption features that could require us to purchase the noncontrolling interests at fair value in the event of a change in control of Tenneco Inc. or certain of our subsidiaries. We do not believe that it is probable that the redemption features in any of these joint venture agreements will be triggered. However, the redemption of these shares is not solely within our control. Accordingly, the related noncontrolling interests are presented as “Redeemable noncontrolling interests” in the temporary equity section of our consolidated balance sheets.

In May 2014, we sold a 45 percent equity interest in Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd., to a third party for $4 million. As a result of the sale, our equity ownership of Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. changed to 55 percent from 100 percent.

The following is a rollforward of activity in our redeemable noncontrolling interests for the years ending December 31, 2014, 2013 and 2012, respectively:

	2014			2013			2012
	(Millions)
Balance January 1	$	20		$	15		$	12
Net income attributable to redeemable noncontrolling interests	23			14			9
Sale of 45 percent equity interest from Tenneco Inc	4			—			—
Capital Contributions	1			—			2
Dividends declared	(13		)	(9		)	(8		)
Balance December 31	$	35		$	20		$	15

Inventories

At December 31, 2014 and 2013, inventory by major classification was as follows:

	2014		2013
	(Millions)
Finished goods	$	272	$	267
Work in process	221		202
Raw materials	137		130
Materials and supplies	58		57
	$	688	$	656

Our inventories are stated at the lower of cost or market value using the first-in, first-out (“FIFO”) or average cost methods.

Goodwill and Intangibles, net

77

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We evaluate goodwill for impairment in the fourth quarter of each year, or more frequently if events indicate it is warranted. The goodwill impairment test consists of a two-step process. In step one, we compare the estimated fair value of our reporting units with goodwill to the carrying value of the unit’s assets and liabilities to determine if impairment exists within the recorded balance of goodwill. We estimate the fair value of each reporting unit using the income approach which is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of market trends, forecasted revenues and expenses, capital expenditures, weighted average cost of capital and other variables. A separate discount rate derived by a combination of published sources, internal estimates and weighted based on our debt to equity ratio, was used to calculate the discounted cash flows for each of our reporting units. These estimates are based on assumptions that we believe to be reasonable, but which are inherently uncertain and outside of the control of management. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist which requires step two to be performed to measure the amount of the impairment loss. The amount of impairment is determined by comparing the implied fair value of a reporting unit’s goodwill to its carrying value.

In the fourth quarter of 2014, 2013 and 2012, as a result of our annual goodwill impairment testing, the estimated fair value of each of our reporting units substantially exceeded the carrying value of their assets and liabilities as of the testing date.

The changes in the net carrying amount of goodwill for the years ended December 31, 2014, 2013 and 2012 were as follows:

	Clean Air Division							Ride Performance Division
	North America		Europe, South America & India			Asia Pacific		North America		Europe, South America & India			Asia Pacific		Total
(Millions)
Balance at December 31, 2012	$	14	$	14		$	—	$	10	$	34		$	—	$	72
Translation Adjustment	—		—			—		—		(3		)	—		(3		)
Balance at December 31, 2013	14		14			—		10		31			—		69
Translation Adjustment	—		(2		)	—		—		(2		)	—		(4		)
Balance at December 31, 2014	14		12			—		10		29			—		65

We have capitalized certain intangible assets, primarily technology rights, trademarks and patents, based on their estimated fair value at the date we acquired them. We amortize our finite useful life intangible assets on a straight-line basis over periods ranging from 5 to 50 years. Amortization of intangibles amounted to $4 million in 2014, $5 million in 2013, and $5 million in 2012, and are included in the statements of income caption “Depreciation and amortization of intangibles.” The carrying amount and accumulated amortization of our finite useful life intangible assets were as follows:

	December 31, 2014					December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Gross Carrying Value		Accumulated Amortization
	(Millions)					(Millions)
Customer contract	$	8	$	(4	)	$	8	$	(4	)
Patents	3		(2		)	3		(2		)
Technology rights	26		(15		)	26		(12		)
Other	11		(2		)	11		(1		)
Total	$	48	$	(23	)	$	48	$	(19	)

Estimated amortization of intangible assets over the next five years is expected to be $4 million in 2015, $3 million in 2016, $3 million in 2017, $2 million in 2018 and $1 million in 2019. We have capitalized indefinite life intangibles of $1 million relating to purchased trademarks from our Marzocchi^® acquisition in 2008.

Plant, Property, and Equipment, at Cost

At December 31, 2014 and 2013, plant, property, and equipment, at cost, by major category were as follows:

78

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2014		2013
	(Millions)
Land, buildings, and improvements	$	569	$	579
Machinery and equipment	2,655		2,673
Other, including construction in progress	266		246
	$	3,490	$	3,498

We depreciate these properties excluding land on a straight-line basis over the estimated useful lives of the assets. Useful lives range from 10 to 50 years for buildings and improvements and from 3 to 25 years for machinery and equipment.

Notes and Accounts Receivable and Allowance for Doubtful Accounts

Receivables consist of amounts billed and currently due from customers and unbilled pre-production design and development costs. Short and long-term accounts receivable outstanding were $1,088 million and $1,065 million at December 31, 2014 and 2013, respectively. The allowance for doubtful accounts on short-term and long-term accounts receivable was $16 million and $14 million at December 31, 2014 and 2013, respectively. Short and long-term notes receivable outstanding was $5 million at both December 31, 2014 and 2013. The allowance for doubtful accounts on short-term and long-term notes receivable was zero at both December 31, 2014 and 2013.

Pre-production Design and Development and Tooling Assets

We expense pre-production design and development costs as incurred unless we have a contractual guarantee for reimbursement from the original equipment customer. Unbilled pre-production design and development costs recorded in prepayments and other and long-term receivables were $23 million and $30 million at December 31, 2014 and 2013, respectively. In addition, plant, property and equipment included $59 million at both December 31, 2014 and 2013, for original equipment tools and dies that we own, and prepayments and other included $98 million and $86 million at December 31, 2014 and 2013, respectively, for in-process tools and dies that we are building for our original equipment customers.

Internal Use Software Assets

We capitalize certain costs related to the purchase and development of software that we use in our business operations. We amortize the costs attributable to these software systems over their estimated useful lives, ranging from 3 to 12 years, based on various factors such as the effects of obsolescence, technology, and other economic factors. Capitalized software development costs, net of amortization, were $54 million and $55 million at December 31, 2014 and 2013, respectively, and are recorded in other long-term assets. Amortization of software development costs was approximately $15 million, $15 million and $15 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in the statements of income (loss) caption “Depreciation and amortization of intangibles.” Additions to capitalized software development costs, including payroll and payroll-related costs for those employees directly associated with developing and obtaining the internal use software, are classified as investing activities in the statements of cash flows.

Income Taxes

We recognize deferred tax assets and liabilities on the basis of the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax values, and net operating losses ("NOL") and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. U.S. GAAP requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

79

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

The valuation allowances recorded against deferred tax assets generated by taxable losses in foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

Revenue Recognition

We recognize revenue for sales to our original equipment and aftermarket customers when title and risk of loss passes to the customers under the terms of our arrangements with those customers, which is usually at the time of shipment from our plants or distribution centers. Generally, in connection with the sale of exhaust systems to certain original equipment manufacturers, we purchase catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of our customers which are used in the assembled system. These substrates are included in our inventory and “passed through” to the customer at our cost, plus a small margin, since we take title to the inventory and are responsible for both the delivery and quality of the finished product. Revenues recognized for substrate sales were $1,934 million, $1,835 million and $1,660 million in 2014, 2013 and 2012, respectively. For our aftermarket customers, we provide for promotional incentives and returns at the time of sale. Estimates are based upon the terms of the incentives and historical experience with returns. Certain taxes assessed by governmental authorities on revenue producing transactions, such as value added taxes, are excluded from revenue and recorded on a net basis. Shipping and handling costs billed to customers are included in revenues and the related costs are included in cost of sales in our consolidated statements of income (loss).

Warranty Reserves

Where we have offered product warranty, we also provide for warranty costs. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims and upon specific warranty issues as they arise. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. While we have not experienced any material differences between these estimates and our actual costs, it is reasonably possible that future warranty issues could arise that could have a significant impact on our consolidated financial statements.

Earnings Per Share

We compute basic earnings per share by dividing income available to common shareholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that we adjust the weighted-average number of shares outstanding to include estimates of additional shares that would be issued if potentially dilutive common shares had been issued. In addition, we adjust income available to common shareholders to include any changes in income or loss that would result from the assumed issuance of the dilutive common shares. See Note 2 to the consolidated financial statements of Tenneco Inc.

Engineering, Research and Development

We expense engineering, research, and development costs as they are incurred. Engineering, research, and development expenses were $169 million for 2014, $144 million for 2013, and $126 million for 2012, net of reimbursements from our customers. Our customers reimburse us for engineering, research, and development costs on some platforms when we prepare prototypes and incur costs before platform awards. Our engineering, research, and development expense for 2014, 2013 and 2012 has been reduced by $159 million, $169 million and $159 million, respectively, for these reimbursements.

Advertising and Promotion Expenses

We expense advertising and promotion expenses as they are incurred. Advertising and promotion expenses were $57 million, $53 million, and $54 million for the years ended December 31, 2014, 2013, and 2012, respectively.

Foreign Currency Translation

We translate the consolidated financial statements of foreign subsidiaries into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted-average exchange rate for revenues and expenses in each period. We record translation adjustments for those subsidiaries whose local currency is their functional currency as a component of accumulated other comprehensive income (loss) in shareholders’ equity. We recognize transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings

80

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as incurred, except for those transactions which hedge purchase commitments and for those intercompany balances which are designated as long-term investments. Our results include foreign currency transaction losses of $1 million in 2014, of $13 million in 2013 and $8 million in 2012. The amounts are recorded in cost of sales.

Risk Management Activities

We use derivative financial instruments, principally foreign currency forward purchase and sales contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes. In managing our foreign currency exposures, we identify and aggregate existing offsetting positions and then hedge residual exposures through third-party derivative contracts. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at both December 31, 2014 and 2013 and is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. We record the change in fair value of these foreign exchange forward contracts as part of currency gains (losses) within cost of sales in the consolidated statements of income (loss). The fair value of foreign exchange forward contracts are recorded in prepayments and other current assets or other current liabilities in the consolidated balance sheet.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an amendment on revenue recognition. The amendment in this update creates Topic 606, Revenue from Contracts with Customers, and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendment supersedes the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and creates new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment is effective for reporting periods beginning after December 15, 2016 for public entities. We will adopt this amendment on January1, 2017. We are currently evaluating the potential impact of this new guidance on our consolidated financial statements.

Restricted Net Assets

In certain countries where we operate, transfers of funds out of such countries by way of dividends, loans or advances are subject to certain central bank restrictions which require approval from the central bank authorities prior to transferring funds out of these countries. The countries in which we operate that have such restrictions include Argentina, China, South Africa, and Thailand. The net asset balance of our subsidiaries in the countries in which we operate that have such restrictions was $218 million and $177 million as of December 31, 2014 and 2013, respectively. These central banking restrictions do not have a significant effect on our ability to manage liquidity on a global basis.

2.Earnings Per Share

Earnings per share of common stock outstanding were computed as follows:

81

	Year Ended December 31,
	2014		2013		2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Earnings per average share of common stock	$	3.72	$	3.03	$	4.58
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Effect of dilutive securities:
Restricted stock	130,732		205,020		140,609
Stock options	917,754		914,550		957,224
Average shares of common stock outstanding including dilutive securities	61,782,508		61,594,062		61,083,510
Earnings per average share of common stock	$	3.66	$	2.97	$	4.50

Options to purchase 1,357, 205,104 and 521,249 shares of common stock were outstanding as of December 31, 2014, 2013 and 2012, respectively, but not included in the computation of diluted earnings per share, because the options were anti-dilutive.

3.Acquisitions and divestitures

In September 2012, we purchased certain rights from Combustion Components Associates, Inc. primarily pertaining to emission control technology for stationary reciprocating engine applications for $7 million in cash.

In the fourth quarter of 2013, we purchased an additional 20 percent equity interest in Tenneco Tongtai (Dalian) Exhaust System Co., Ltd. (TTEC) joint venture investment in China for $69 million in cash through two transactions. The joint venture partner also received an additional amount of $9 million in lieu of receiving its pro-rata share of dividends owed from the joint venture. As a result of the purchase, TTEC became a wholly owned indirect subsidiary of Tenneco.

In May 2014, we sold a 45 percent equity interest in Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd., to a third party for $4 million. As a result of the sale, our equity ownership of Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. changed to 55 percent from 100 percent. The net impact to equity from the sale was less than $1 million.

The table below summaries the net income attributable to Tenneco Inc. and transfers to the noncontrolling interest:

	Year Ended December 31,
	2014		2013			2012
	(Millions)
Net income attributable to Tenneco Inc.	$	226	$	183		$	275
Decrease in equity for purchase of noncontrolling equity interest	—		(68		)	—
Net income attributable to Tenneco Inc. shareholders less purchase of noncontrolling equity interest	226		115			275

4.Restructuring and Other Charges

Over the past several years, we have adopted plans to restructure portions of our operations. These plans were approved by our Board of Directors and were designed to reduce operational and administrative overhead costs throughout the business. In 2012, we incurred $13 million in restructuring and related costs, primarily related to headcount reductions in South America and non-cash asset write downs of $4 million in Europe, of which $10 million was recorded in cost of sales and $3 million was recorded in SG&A. In 2013, we incurred $78 million in restructuring and related costs, primarily related to European cost reduction efforts including non-cash asset write downs of $3 million, the costs to exit the distribution of aftermarket exhaust products and ending production of leaf springs in Australia, headcount reductions in various regions, and the net impact of freezing our defined benefit plans in the United Kingdom, of which $70 million was recorded in cost of sales, $6 million in SG&A, $1 million in engineering expense and $1 million in other expense. In 2014, we incurred $49 million in restructuring

82

and related costs including non-cash charges of $5 million, primarily related to European cost reduction efforts, headcount reductions in Australia and South America, the sale of a closed facility in Cozad, Nebraska and costs related to organizational change, of which $28 million was recorded in cost of sales, $9 million in SG&A, $7 million in engineering expense, $4 million in other expense and $1 million in depreciation and amortization.

Amounts related to activities that are part of our restructuring plans are as follows:

	December 31, 2013 Restructuring Reserve		2014 Expenses	2014 Cash Payments		Impact of Exchange Rates		December 31, 2014 Restructuring Reserve
	(Millions)
Employee Severance, Termination Benefits and Other Related Costs	$	44	44	(43	)	(5	)	$	40

On January 31, 2013, we announced our intent to reduce structural costs in Europe by approximately $60 million annually, and anticipate related costs of approximately $120 million, which includes the closing of the Vittaryd facility in Sweden that we announced in September 2012 and a $7 million charge recorded in the fourth quarter of 2012 related to the impairment of certain assets in the European ride performance business. Any plans affecting our European hourly and salaried workforce have been and will be subject to consultation with the relevant employee representatives. We incurred $78 million in restructuring and related costs in 2013, of which $69 million was related to this initiative including $3 million for non-cash asset write downs. In 2014, we incurred $49 million in restructuring and related costs, of which $31 million was related to this initiative including $3 million for non-cash asset write downs. As part of our European structural cost reduction initiative, on September 5, 2013, we announced our intent to close our ride performance plant in Gijon, Spain and reduce the workforce at our ride performance plant in Sint-Truiden, Belgium. The actions were subject to consultation with the relevant employee representatives and in total would eliminate approximately 480 jobs in Western Europe while allowing the most efficient use of our capital assets and production capacity across the region. We concluded the consultation period with employee representatives at Gijon without having reached agreement and on December 17, 2013 notified the Gijon employees' works council that the Company was proceeding with the plant closure. Employee terminations at Gijon were completed by the end of 2013. During the first quarter of 2014, the employees' works council filed suit challenging the decision to close the Gijon plant and the local High Court of Justice of Asturias ruled in favor of the employees' works council. On February 25, 2014, we announced the intention of the Company to appeal that decision to the Supreme Court of Spain in Madrid and at the same time we worked closely with local and European government officials to reach a solution to address the challenge to our restructuring plan by the Gijon plant's employees' works council. In July 2014, we finalized an agreement related to the restructuring with employee representatives at Gijon. In the same month, we also finalized an agreement related to the Sint Truiden restructuring with employee representatives. Under the final agreement for Gijon, the plant re-opened in July 2014 with about half of its prior workforce and will continue to be operated by Tenneco until a complete transfer of ownership takes place in 2016. In the first quarter of 2014, we announced and finalized the closure of the clean air just-in-time plant in Iwuy, France, due to reduced demand for the plant's products. The actions were subject to the required consultation process with the relevant employee representatives.

Under the terms of our amended and restated senior credit agreement that took effect on December 8, 2014, we are allowed to exclude up to $150 million in the aggregate of all costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by us or any of our subsidiaries, together with any related provision for taxes, incurred after December 8, 2014 in the calculation of the financial covenant ratios required under our senior credit facility. As of December 31, 2014, we have not excluded any allowable charges relating to restructuring initiatives against the $150 million available under the terms of the senior credit facility.

5.Long-Term Debt, Short-Term Debt, and Financing Arrangements

Long-Term Debt

A summary of our long-term debt obligations at December 31, 2014 and 2013, is set forth in the following table:

83

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2014		2013
	(Millions)
Tenneco Inc. —
Revolver borrowings due 2017, average effective interest rate 2.7% in 2013	$	—	$	58
Revolver borrowings due 2019, average effective interest rate 2.6% in 2014	—		—
Senior Tranche A Term Loan due 2014 through 2017, average effective interest rate 2.7% in 2013	—		228
Senior Tranche A Term Loan due 2015 through 2019, average effective interest rate 1.9% in 2014	300		—
7 3/4% Senior Notes due 2018	—		225
5 3/8% Senior Notes due 2024	225		—
6 7/8% Senior Notes due 2020	500		500
Debentures due 2015 through 2026, average effective interest rate 7.5% in 2014 and 7.5% in 2013	1		1
Other subsidiaries —
Other Long Term Debt due in 2019, average interest rate 5.45% in 2014	37		—
Notes due 2015 through 2026, average effective interest rate 1.3% in both 2014 and 2013	8		9
	1,071		1,021
Less — maturities classified as current	2		2
Total long-term debt	$	1,069	$	1,019

The aggregate maturities applicable to the long-term debt outstanding at December 31, 2014, are $16 million, $16 million, $24 million, $31 million and $255 million for 2015, 2016, 2017, 2018 and 2019, respectively.

We have excluded the required payments, within the next twelve months, under the Tranche A Term Facility totaling $15 million from current liabilities as of December 31, 2014, because we have the intent and ability to refinance the obligations on a long-term basis by using our revolving credit facility.

Short-Term Debt

Our short-term debt includes the current portion of long-term obligations and borrowings by parent company and foreign subsidiaries. Information regarding our short-term debt as of and for the years ended December 31, 2014 and 2013 is as follows:

	2014		2013
	(Millions)
Maturities classified as current	$	2	$	2
Short-term borrowings	58		81
Total short-term debt	$	60	$	83

	Notes Payable(a)
	2014			2013
	(Dollars in Millions)
Outstanding borrowings at end of year	$	58		$	81
Weighted average interest rate on outstanding borrowings at end of year(b)	2.6		%	4.4		%
Maximum month-end outstanding borrowings during year	$	124		$	177
Average month-end outstanding borrowings during year	$	107		$	116
Weighted average interest rate on average month-end outstanding borrowings during year(b)	4.0		%	4.7		%

(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

(b) This calculation does not include the commitment fees to be paid on the unused revolving credit facility balances which are recorded as interest expense for accounting purposes.

Financing Arrangements

84

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Committed Credit Facilities(a) as of December 31, 2014
	Term	Commitments		Borrowings		Letters of Credit(b)		Available
	(Millions)
Tenneco Inc. revolving credit agreement	2019	1,200		—		34		1,166
Tenneco Inc. tranche A term facility	2019	300		300		—		—
Subsidiaries’ credit agreements	2015-2026	152		104		—		48
		$	1,652	$	404	$	34	$	1,214

(a) We generally are required to pay commitment fees on the unused portion of the total commitment.

(b) Letters of credit reduce the available borrowings under the revolving credit agreement.

Overview.    Our financing arrangements are primarily provided by a committed senior secured financing arrangement with a syndicate of banks and other financial institutions. The arrangement is secured by substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries, as well as guarantees by our material domestic subsidiaries.

On December 8, 2014, we completed an amendment and restatement of our senior credit facility by increasing the amounts and extending the maturity dates of our revolving credit facility and our Tranche A Term Facility. The amended and restated facility replaces our former $850 million revolving credit facility and $213 million Tranche A Term Facility. The proceeds from this refinancing transaction were used to repay the $213 million Tranche A Term Facility, to fund the fees and expenses associated with the purchase and redemption of our $225 million 7 ³/₄ percent senior notes due in 2018 and for general corporate purposes. As of December 31, 2014, the senior credit facility provides us with a total revolving credit facility size of $1,200 million and a $300 million Tranche A Term Facility, both of which will mature on December 8, 2019. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty (subject to any customary LIBOR breakage fees). The revolving credit facility is reflected as debt on our balance sheet only if we borrow money under this facility or if we use the facility to make payments for letters of credit. Outstanding letters of credit reduce our availability to borrow revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.75 million through December 31, 2016, $5.625 million beginning March 31, 2017 through December 31, 2017, $7.5 million beginning March 31, 2018 through September 30, 2019 and a final payment of $195 million is due on December 8, 2019. We have excluded the required payments, within the next twelve months, under the Tranche A Term Facility totaling $15 million from current liabilities as of December 31, 2014, because we have the intent and ability to refinance the obligations on a long-term basis by using our revolving credit facility.

On November 20, 2014, we announced a cash tender offer to purchase our outstanding $225 million 7 ³/₄ percent senior notes due in 2018 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $181 million aggregate principal amount of the notes and, on December 5, 2014, we purchased the tendered notes at a price of 104.35 percent of the principal amount (which includes a consent payment of three percent of the principal amount), plus accrued and unpaid interest, and amended the related indenture. On December 22, 2014, we redeemed the remaining outstanding $44 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 103.88 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $1,200 million revolving credit facility and the new $300 million Tranche A Term Facility was used in part to fund the fees and expenses of the tender offer and redemption.

We recorded $13 million of pre-tax interest charges in December 2014 related to the refinancing of our senior credit facility, the repurchase and redemption of our 7  ³/₄ percent senior notes due in 2018 and the write-off of deferred debt issuance costs relating to those notes.

At December 31, 2014, of the $1,200 million available under the revolving credit facility, we had unused borrowing capacity of $1,166 million with zero balance in outstanding borrowings and $34 million in outstanding letters of credit. As of December 31, 2014, our outstanding debt also included $300 million related to our Tranche A Term Facility due December 8, 2019, $225 million of 5 ³/8 percent senior notes due December 15, 2024, $500 million of 6 ⁷/8 percent senior notes due December 15, 2020, and $104 million of other debt.

Senior Credit Facility — Interest Rates and Fees.    Beginning December 8, 2014, our Tranche A Term Facility and revolving credit facility bear interest at an annual rate equal to, at our option, either (i) London Interbank Offered Rate (“LIBOR”) plus a margin of 175 basis points, or (ii) a rate consisting of the greater of (a) the JPMorgan Chase prime rate plus a margin of 75 basis points, (b) the Federal Funds rate plus 50 basis points plus a margin of 75 basis points, and (c) one month LIBOR plus 100 basis points plus a margin of 75 basis points. The margin we pay on these borrowings will be increased by a total of 25 basis points above the original margin following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 2.25 and less than 3.25, and will be increased by a total of 50 basis points above the original margin

85

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 3.25. In addition, beginning after we deliver financial statements for the fiscal quarter ending September 30, 2015, the margin we pay on these borrowings will be reduced by a total of 25 basis points below the original margin if our consolidated net leverage ratio is less than 1.25. We also pay a commitment fee equal to 30 basis points that will be reduced to 25 basis points or increased to up to 40 basis points depending on consolidated net leverage ratio changes as set forth in the senior credit facility.

Senior Credit Facility — Other Terms and Conditions.    Our senior credit facility requires that we maintain financial ratios equal to or better than the following consolidated net leverage ratio (consolidated indebtedness net of cash divided by consolidated EBITDA, as defined in the senior credit facility agreement), and consolidated interest coverage ratio (consolidated EBITDA divided by consolidated interest expense, as defined in the senior credit facility agreement) at the end of each period indicated. Failure to maintain these ratios will result in a default under our senior credit facility. The financial ratios required under the amended and restated senior credit facility (or the predecessor facility, as applicable) and the actual ratios we achieved for the four quarters of 2014, are as follows:

	Quarter Ended
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
	Req.	Act.	Req.	Act.	Req.	Act.	Req.	Act.
Leverage Ratio (maximum)	3.50	1.22	3.50	1.55	3.50	1.57	3.50	1.63
Interest Coverage Ratio (minimum)	3.75	11.40	2.75	10.99	2.75	10.62	2.75	10.39

The senior credit facility includes a maximum leverage ratio covenant of 3.50 and a minimum interest coverage ratio of 2.75 through December 8, 2019.

The covenants in our senior credit facility agreement generally prohibit us from repaying or refinancing our senior notes. So long as no default existed, we would, however, under our senior credit facility agreement, be permitted to repay or refinance our senior notes (i) with the net cash proceeds of permitted refinancing indebtedness (as defined in the senior credit facility agreement) or with the net cash proceeds of our common stock in each case issued within 180 days prior to such repayment; (ii) with the net cash proceeds of the incremental facilities (as defined in the senior credit facility agreement) and certain indebtedness incurred by our foreign subsidiaries; (iii) with the proceeds of the revolving loans (as defined in the senior credit facility agreement); (iv) with the cash generated by our operations; (v) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the senior credit facility agreement) issued by us after December 8, 2014; and (vi) in exchange for permitted refinancing indebtedness or in exchange for shares of our common stock; provided that such purchases are capped as follows (with respect to clauses (iii), (iv) and (v) based on a pro forma consolidated leverage ratio after giving effect to such purchase, cancellation or redemption):

Pro forma Consolidated Leverage Ratio	Aggregate Senior Note Maximum Amount
	(Millions)
Greater than or equal to 3.0x	$	20
Greater than or equal to 2.5x	$	100
Greater than or equal to 2.0x	$	200
Less than 2.0x	no limit

Although the senior credit facility agreement would permit us to repay or refinance our senior notes under the conditions described above, any repayment or refinancing of our outstanding notes would be subject to market conditions and either the voluntary participation of note holders or our ability to redeem the notes under the terms of the applicable note indenture. For example, while the senior credit facility agreement would allow us to repay our outstanding notes via a direct exchange of the notes for either permitted refinancing indebtedness or for shares of our common stock, we do not, under the terms of the agreements governing our outstanding notes, have the right to refinance the notes via any type of direct exchange.

The senior credit facility agreement also contains other restrictions on our operations that are customary for similar facilities, including limitations on: (i) incurring additional liens; (ii) sale and leaseback transactions (except for the permitted transactions as described in the senior credit facility agreement); (iii) liquidations and dissolutions; (iv) incurring additional indebtedness or guarantees; (v) investments and acquisitions; (vi) dividends and share repurchases; (vii) mergers and consolidations; and (viii) refinancing of the senior notes. Compliance with these requirements and restrictions is a condition for any incremental borrowings under the senior credit facility agreement and failure to meet these requirements enables the lenders to require repayment of any outstanding loans.

86

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2014, we were in compliance with all the financial covenants and operational restrictions of the senior credit facility. Our senior credit facility does not contain any terms that could accelerate payment of the facility or affect pricing under the facility as a result of a credit rating agency downgrade.

Senior Notes.    As of December 31, 2014, our outstanding senior notes included $225 million of 5 ³/8 percent senior notes due December 15, 2024 and $500 million of 6 ⁷/8 percent senior notes due December 15, 2020. Under the indentures governing the notes, we are permitted to redeem some or all of the remaining senior notes at specified prices that decline to par over a specified period, (a) on or after December 15, 2019, in the case of the senior notes due 2024, and (b) December 15, 2015, in the case of the senior notes due 2020. In addition, the notes may also be redeemed at a price generally equal to 100 percent of the principal amount thereof plus a premium based on the present values of the remaining payments due to the noteholders. Further, the indentures governing the notes also permit us to redeem up to 35 percent of the senior notes due 2024, with the proceeds of certain equity offerings completed on or before December 15, 2017. If we sell certain of our assets or experience specified kinds of changes in control, we must offer to repurchase the notes due 2024 and 2020 at 101 percent of the principal amount thereof plus accrued and unpaid interest.

Our senior notes require that, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, our consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00. The indentures also contain restrictions on our operations, including limitations on: (i) incurring additional indebtedness or liens; (ii) dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) mergers and consolidations. Subject to limited exceptions, all of our existing and future material domestic wholly owned subsidiaries fully and unconditionally guarantee these notes on a joint and several basis. There are no significant restrictions on the ability of the subsidiaries that have guaranteed these notes to make distributions to us. As of December 31, 2014, we were in compliance with the covenants and restrictions of these indentures.

Accounts Receivable Securitization.    We securitize some of our accounts receivable on a limited recourse basis in North America and Europe. As servicer under these accounts receivable securitization programs, we are responsible for performing all accounts receivable administration functions for these securitized financial assets including collections and processing of customer invoice adjustments. In North America, we have an accounts receivable securitization program with three commercial banks comprised of a first priority facility and a second priority facility. We securitize original equipment and aftermarket receivables on a daily basis under the bank program. In March 2014, the North American program was amended and extended to March 20, 2015. The first priority facility continues to provide financing of up to $110 million and the second priority facility, which is subordinated to the first priority facility, continues to provide up to an additional $40 million of financing. Both facilities monetize accounts receivable generated in the U.S. and Canada that meet certain eligibility requirements. The second priority facility also monetizes certain accounts receivable generated in the U.S. or Canada that would otherwise be ineligible under the first priority securitization facility. The amount of outstanding third-party investments in our securitized accounts receivable under the North American program was zero at December 31, 2014 and $10 million at December 31, 2013.

Each facility contains customary covenants for financings of this type, including restrictions related to liens, payments, mergers or consolidations and amendments to the agreements underlying the receivables pool. Further, each facility may be terminated upon the occurrence of customary events (with customary grace periods, if applicable), including breaches of covenants, failure to maintain certain financial ratios, inaccuracies of representations and warranties, bankruptcy and insolvency events, certain changes in the rate of default or delinquency of the receivables, a change of control and the entry or other enforcement of material judgments. In addition, each facility contains cross-default provisions, where the facility could be terminated in the event of non-payment of other material indebtedness when due and any other event which permits the acceleration of the maturity of material indebtedness.

We also securitize receivables in our European operations with regional banks in Europe. The arrangements to securitize receivables in Europe are provided under six separate facilities provided by various financial institutions in each of the foreign jurisdictions. The commitments for these arrangements are generally for one year, but some may be cancelled with notice 90 days prior to renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $153 million and $134 million at December 31, 2014 and December 31, 2013, respectively.

If we were not able to securitize receivables under either the North American or European securitization programs, our borrowings under our revolving credit agreement might increase. These accounts receivable securitization programs provide us with access to cash at costs that are generally favorable to alternative sources of financing, and allow us to reduce borrowings under our revolving credit agreement.

In our North American accounts receivable securitization programs, we transfer a partial interest in a pool of receivables and the interest that we retain is subordinate to the transferred interest. Accordingly, we account for our North American securitization program as a secured borrowing. In our European programs, we transfer accounts receivables in their entirety to

87

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the acquiring entities and satisfy all of the conditions established under ASC Topic 860, “Transfers and Servicing,” to report the transfer of financial assets in their entirety as a sale. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized $2 million in interest expense for each of the years ended 2014 and 2013 and $3 million in interest expense for the year ended 2012, respectively, relating to our North American securitization program. In addition, we recognized a loss of $4 million for each of the years ended 2014, 2013 and 2012, on the sale of trade accounts receivable in our European accounts receivable securitization programs, representing the discount from book values at which these receivables were sold to our banks. The discount rate varies based on funding costs incurred by our banks, which averaged approximately two percent for the year ended 2014 and three percent for each of the years ended 2013 and 2012, respectively.

6.Financial Instruments

The carrying and estimated fair values of our financial instruments by class at December 31, 2014 and 2013 were as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,071	$	1,106	$	1,021	$	1,089
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		—		—

Asset and Liability Instruments — The fair value of cash and cash equivalents, short and long-term receivables, accounts payable, and short-term debt was considered to be the same as or was not determined to be materially different from the carrying amount.

Long-term Debt — The fair value of our public fixed rate senior notes is based on quoted market prices. The fair value of our private borrowings under our senior credit facility and other long-term debt instruments is based on the market value of debt with similar maturities, interest rates and risk characteristics. The fair value of our level 1 debt, as classified in the fair value hierarchy, was $759 million and $792 million at December 31, 2014 and December 31, 2013, respectively. We have classified the $301 million and $287 million as level 2 in the fair value hierarchy at December 31, 2014 and December 31, 2013, respectively, since we utilize valuation inputs that are observable both directly and indirectly. We classified the remaining $46 million and $10 million, consisting of foreign subsidiary debt, as level 3 in the fair value hierarchy at December 31, 2014, and December 31, 2013, respectively.

Foreign exchange forward contracts — We use derivative financial instruments, principally foreign currency forward purchase and sales contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes. The fair value of our foreign currency forward contracts is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. We record the change in fair value of these foreign exchange forward contracts as part of currency gains (losses) within cost of sales in the consolidated statements of income. The fair value of foreign exchange forward contracts are recorded in prepayments and other current assets or other current liabilities in the consolidated balance sheet. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at both December 31, 2014 and 2013.

The following table summarizes by major currency the notional amounts for foreign currency forward purchase and sale contracts as of December 31, 2014 (all of which mature in 2015):

88

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
British pounds	—Purchase	1
Canadian dollars	—Sell	(2	)
European euro	—Purchase	1
	—Sell	(4	)
Japanese yen	—Sell	(1,268	)
South African rand	—Purchase	112
U.S. dollars	—Purchase	14
	—Sell	(10	)

Guarantees — We have from time to time issued guarantees for the performance of obligations by some of our subsidiaries, and some of our subsidiaries have guaranteed our debt. All of our existing and future material domestic subsidiaries fully and unconditionally guarantee our senior credit facility and our senior notes on a joint and several basis. The senior credit facility is also secured by first-priority liens on substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries. No assets or capital stock secure our senior notes. For additional information, refer to Note 13 of the consolidated financial statements of Tenneco Inc., where we present the Supplemental Guarantor Condensed Consolidating Financial Statements.

In March 2011, we entered into two performance guarantee agreements in the U.K. between Tenneco Management (Europe) Limited (“TMEL”) and the two Walker Group Retirement Plans, the Walker Group Employee Benefit Plan and the Walker Group Executive Retirement Benefit Plan (the “Walker Plans”), whereby TMEL will guarantee the payment of all current and future pension contributions in event of a payment default by the sponsoring or participating employers of the Walker Plans. As a result of our decision to enter into these performance guarantee agreements, the levy due to the U.K. Pension Protection Fund was reduced. The Walker Plans are comprised of employees from Tenneco Walker (U.K.) Limited and our Futaba-Tenneco U.K. joint venture. Employer contributions are funded by both Tenneco Walker (U.K.) Limited, as the sponsoring employer and Futaba-Tenneco U.K., as a participating employer. The performance guarantee agreements are expected to remain in effect until all pension obligations for the Walker Plans’ sponsoring and participating employers have been satisfied. The maximum amount payable for these pension performance guarantees, related to other participating employers, is approximately $55 million as of December 31, 2014 which is determined by taking 105 percent of the liability of the Walker Plans calculated under section 179 of the U.K. Pension Act of 2004 offset by plan assets. We did not record an additional liability in March 2011 for this performance guarantee since Tenneco Walker (U.K.) Limited, as the sponsoring employer of the Walker Plans, already recognizes 100 percent of the pension obligation calculated based on U.S. GAAP, for all of the Walker Plans’ participating employers on its balance sheet, which was $17 million and $10 million at December 31, 2014 and December 31, 2013, respectively. At December 31, 2014, all pension contributions under the Walker Plans were current for all of the Walker Plans’ sponsoring and participating employers.

In June 2011, we entered into an indemnity agreement between TMEL and Futaba Industrial Co. Ltd. which requires Futaba to indemnify TMEL for any cost, loss or liability which TMEL may incur under the performance guarantee agreements relating to the Futaba-Tenneco U.K. joint venture. The maximum amount reimbursable by Futaba to TMEL under this indemnity agreement is equal to the amount incurred by TMEL under the performance guarantee agreements multiplied by Futaba’s shareholder ownership percentage of the Futaba-Tenneco U.K. joint venture. At December 31, 2014, the maximum amount reimbursable by Futaba to TMEL is approximately $9 million.

We have issued guarantees through letters of credit in connection with some obligations of our affiliates. As of December 31, 2014, we have guaranteed $35 million in letters of credit to support some of our subsidiaries’ insurance arrangements, foreign employee benefit programs, environmental remediation activities and cash management and capital requirements.

Financial Instruments — One of our European subsidiaries receives payment from one of its customers whereby the accounts receivable are satisfied through the delivery of negotiable financial instruments. We may collect these financial instruments before their maturity date by either selling them at a discount or using them to satisfy accounts receivable that have previously been sold to a European bank. Any of these financial instruments which are not sold are classified as other current assets. The amount of these financial instruments that was collected before their maturity date and sold at a discount totaled $1 million and $5 million at December 31, 2014 and December 31, 2013, respectively. No such financial instruments were held by our European subsidiary as of December 31, 2014 and December 31, 2013, respectively.

89

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In certain instances, several of our Chinese subsidiaries receive payment from customers through the receipt of financial instruments on the date the customer payments are due. Several of our Chinese subsidiaries also satisfy vendor payments through the delivery of financial instruments on the date the payments are due. Financial instruments issued to satisfy vendor payables and not redeemed totaled $24 million and $13 million at December 31, 2014 and December 31, 2013, respectively, and were classified as notes payable. Financial instruments received from customers and not redeemed totaled $17 million and $12 million at December 31, 2014 and December 31, 2013, respectively. We classify financial instruments received from our customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts if issued by our customer. We classified $17 million and $12 million in other current assets at December 31, 2014 and December 31, 2013, respectively.

The financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are drafts drawn that are payable at a future date and, in some cases, are negotiable and/or are guaranteed by the banks of the customers. The use of these instruments for payment follows local commercial practice. Because certain of such financial instruments are guaranteed by our customers’ banks, we believe they represent a lower financial risk than the outstanding accounts receivable that they satisfy which are not guaranteed by a bank.

Supply Chain Financing. Near the end of the second quarter of 2013 certain of our suppliers in the U.S. extended their payment terms to Tenneco. The liquidity benefit to Tenneco from the extended payment terms totaled $16 million at December 31, 2014. These suppliers also began participating in a supply chain financing program under which they securitize their accounts receivables from Tenneco with two financial institutions. The financial institutions participate in the supply chain financing program on an uncommitted basis and can cease purchasing receivables from Tenneco's suppliers at any time. If the financial institutions did not continue to purchase receivables from Tenneco's suppliers under this program, the participating vendors could reduce their payment terms to Tenneco which in turn would cause our borrowings under our revolving credit facility to increase.

Restricted Cash - Two of our Australian subsidiaries arranged for $3 million in guarantees to be issued by a financial institution to support some of our subsidiaries' property lease arrangements and workers compensation programs. These guarantees were supported by a cash deposit with the financial institution which has been classified as restricted cash on the Tenneco Inc. consolidated balance sheet at December 31, 2014.

7.Income Taxes

The domestic and foreign components of our income before income taxes and noncontrolling interests are as follows:

	Year Ended December 31,
	2014		2013		2012
	(Millions)
U.S. income before income taxes	$	130	$	150	$	166
Foreign income before income taxes	271		194		157
Income before income taxes and noncontrolling interests	$	401	$	344	$	323

Following is a comparative analysis of the components of income tax expense:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Current —
U.S. federal	$	38		$	25		$	—
State and local	3			4			4
Foreign	92			81			89
	133			110			93
Deferred —
U.S. federal	2			(4		)	(25		)
State and local	7			2			(20		)
Foreign	(11		)	14			(29		)
	(2		)	12			(74		)
Income tax expense	$	131		$	122		$	19

90

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Following is a reconciliation of income taxes computed at the statutory U.S. federal income tax rate (35 percent for all years presented) to the income tax expense reflected in the statements of income:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Income tax expense computed at the statutory U.S. federal income tax rate	$	140		$	120		$	113
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates	(21		)	(21		)	(21		)
Taxes on repatriation of dividends	4			9			8
Remeasurement of estimated tax on unremitted earnings	—			(17		)	—
State and local taxes on income, net of U.S. federal income tax benefit	8			6			4
Changes in valuation allowance for tax loss carryforwards and credits	12			27			(91		)
Foreign tax holidays	(6		)	(5		)	(5		)
Investment and R&D tax credits	(10		)	(8		)	(1		)
Foreign earnings subject to U.S. federal income tax	7			5			23
Adjustment of prior years taxes	(2		)	(1		)	(5		)
Impact of tax law changes	—			(3		)	(1		)
Tax contingencies	—			6			(6		)
Other	(1		)	4			1
Income tax expense	$	131		$	122		$	19

The components of our net deferred tax assets were as follows:

	Year Ended December 31,
	2014			2013
	(Millions)
Deferred tax assets —
Tax loss carryforwards:
U.S. federal	$	—		$	—
State	15			23
Foreign	75			78
Tax credit benefits	86			88
Postretirement benefits other than pensions	55			43
Pensions	56			36
Bad debts	2			1
Sales allowances	7			6
Payroll and other accruals	155			132
Valuation allowance	(139		)	(135		)
Total deferred tax assets	312			272
Deferred tax liabilities —
Tax over book depreciation	51			56
Other	59			51
Total deferred tax liabilities	110			107
Net deferred tax assets	$	202		$	165

State tax loss carryforwards have been presented net of uncertain tax positions that if realized, would reduce tax loss carryforwards in 2014 and 2013 by $6 million and $4 million, respectively. Additionally, foreign tax loss carryforwards, have been presented net of uncertain tax positions that if realized, would reduce tax loss carryforwards in 2014 and 2013 by $12 million and $6 million, respectively.

91

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Following is a reconciliation of deferred taxes to the deferred taxes shown in the balance sheet:

	Year Ended December 31,
	2014			2013
	(Millions)
Balance Sheet:
Current portion — deferred tax asset	$	81		$	71
Non-current portion — deferred tax asset	143			125
Current portion — deferred tax liability shown in other current liabilities	(4		)	(3		)
Non-current portion — deferred tax liability	(18		)	(28		)
Net deferred tax assets	$	202		$	165

As a result of the valuation allowances recorded for $139 million and $135 million at December 31, 2014 and 2013, respectively, we have potential tax assets that were not recognized on our balance sheet. These unrecognized tax assets resulted primarily from foreign tax loss carryforwards, foreign investment tax credits, foreign research and development credits and U.S. state net operating losses that are available to reduce future tax liabilities.

We reported income tax expense of $131 million, $122 million and $19 million in the years ended 2014, 2013 and 2012, respectively. The tax expense recorded in 2014 includes a net tax benefit of $11 million for prior year tax adjustments primarily relating to changes to uncertain tax positions and prior year income tax estimates. The tax expense recorded in 2013 differs from the expense that would be recorded using a U.S. Federal statutory rate of 35 percent primarily due to the impact of recording a valuation allowance against a tax benefit for restructuring activities in Spain and Belgium and U.S. taxes on repatriation of dividends, partially offset by tax adjustments related to recognizing a U.S. tax benefit for foreign taxes and a favorable mix of income generated in low tax rate jurisdictions. The tax expense recorded in 2012 included the impact of the U.S. 2012 valuation allowance release and income generated in lower tax rate jurisdictions, partially offset by the impact of recording a valuation allowance against the tax benefit for tax credits and losses in certain foreign jurisdictions.

In 2012, we reversed the tax valuation allowance against our net deferred tax assets in the U.S. based on operating improvements we had made, the outlook for light and commercial vehicle production in the U.S. and the positive impact this should have on our U.S. operations. We have fully utilized our federal net operating loss ("NOL") as of June 30, 2014. The state NOLs expire in various tax years through 2032.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

In 2012, after considering all available evidence and all possible sources of taxable income, we recorded a $19 million tax valuation allowance in Spain for tax credits that may not be utilized due to tax losses in Spain.

The valuation allowances recorded against deferred tax assets generated by taxable losses in Spain and certain other foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

We do not provide for U.S. income taxes on unremitted earnings of foreign subsidiaries, except for the earnings of certain of our China operations, as our present intention is to reinvest the unremitted earnings in our foreign operations. Unremitted earnings of foreign subsidiaries were approximately $737 million at December 31, 2014. We estimated that the amount of U.S. and foreign income taxes that would be accrued or paid upon remittance of the assets that represent those unremitted earnings was $121 million. The estimated U.S. and foreign income taxes on unremitted earnings may be impacted in the future if we are unable to claim a U.S. foreign tax credit.

We have tax sharing agreements with our former affiliates that allocate tax liabilities for periods prior to year 2000 and establish indemnity rights on certain tax issues.

92

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

U.S. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is “more likely than not” that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

A reconciliation of our uncertain tax positions is as follows:

	2014			2013			2012
	(Millions)
Uncertain tax positions —
Balance January 1	$	115		$	107		$	119
Gross increases in tax positions in current period	8			15			13
Gross increases in tax positions in prior period	5			—			1
Gross decreases in tax positions in prior period	(5		)	(1		)	(12		)
Gross decreases — settlements	(2		)	—			(5		)
Gross decreases — statute of limitations expired	(7		)	(6		)	(9		)
Balance December 31	$	114		$	115		$	107

Included in the balance of uncertain tax positions were $101 million in 2014, $107 million in 2013, $101 million in 2012, of tax benefits, that if recognized, would affect the effective tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. Penalties of less than $1 million were accrued in 2014, 2013 and 2012. Additionally, we accrued interest income related to uncertain tax positions of less than $1 million in 2014, accrued interest expense of $2 million in 2013, and interest income of $2 million in 2012. Our liability for penalties was $2 million at December 31, 2014, $2 million at December 31, 2013 and $3 million at December 31, 2012, respectively, and our liability for interest was $6 million, $7 million, and $5 million at December 31, 2014, 2013 and 2012, respectively.

Our uncertain tax position at December 31, 2014 and 2013 included exposures relating to the disallowance of deductions, global transfer pricing and various other issues. We believe it is reasonably possible that a decrease of up to $30 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may occur within the coming year.

We are subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2014, our tax years open to examination in primary jurisdictions are as follows:

	Open To Tax Year
United States	2000
China	2004
Spain	2003
Canada	2011
Brazil	2010
Mexico	2009
Belgium	2012
Germany	2010
United Kingdom	2012

8.Common Stock

We have authorized 135 million shares ($0.01 par value) of common stock, of which 64,454,248 shares and 63,714,728 shares were issued at December 31, 2014 and 2013, respectively. We held 3,244,692 and 2,844,692 shares of treasury stock at December 31, 2014 and 2013, respectively.

Equity Plans — In December 1996, we adopted the 1996 Stock Ownership Plan, which permitted the granting of a variety of awards, including common stock, restricted stock, performance units, stock equivalent units, stock appreciation rights (“SARs”) and stock options to our directors, officers, employees and consultants. The 1996 plan, which terminated as to new awards on December 31, 2001, was renamed the “Stock Ownership Plan.” In December 1999, we adopted the Supplemental Stock Ownership Plan, which permitted the granting of a variety of similar awards to our directors, officers, employees and consultants. We were authorized to deliver up to about 1.1 million treasury shares of common stock under the Supplemental Stock Ownership Plan, which also terminated as to new awards on December 31, 2001. In March 2002, we adopted the 2002 Long-Term Incentive Plan which permitted the granting of a variety of similar awards to our officers, directors, employees and

93

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consultants. Up to 4 million shares of our common stock were authorized for delivery under the 2002 Long-Term Incentive Plan. In March 2006, we adopted the 2006 Long-Term Incentive Plan which replaced the 2002 Long-Term Incentive Plan and permits the granting of a variety of similar awards to directors, officers, employees and consultants. On May 13, 2009, our stockholders approved an amendment to the Tenneco Inc. 2006 Long-Term Incentive Plan to increase the shares of common stock available thereunder by 2.3 million. Each share underlying an award generally counts as one share against the total plan availability under the 2009 amendment, each share underlying a full value award (e.g. restricted stock), however, counts as 1.25 shares against the total plan availability. On May 15, 2013 our stockholders approved another amendment to the Tenneco Inc. 2006 Long-Term Incentive Plan to increase the shares of common stock available thereunder by 3.5 million. As part of this amendment, each share underlying a full value award subsequently issued counts as 1.49 shares against total plan availability. As of December 31, 2014, up to 3,610,571 shares of our common stock remain authorized for delivery under the 2006 Long-Term Incentive Plan. Our nonqualified stock options have seven to 20 year terms and vest equally over a three-year service period from the date of the grant.

We have granted restricted common stock and stock options to our directors and certain key employees and restricted stock units, payable in cash, to certain key employees. These awards generally require, among other things, that the award holder remain in service to our company during the restriction period, which is currently three years, with a portion of the award vesting equally each year. We also have granted stock equivalent units and long-term performance units to certain key employees that are payable in cash. At December 31, 2014, the long-term performance units outstanding included a three-year grant for 2012-2014 payable in the first quarter of 2015, a three-year grant for 2013-2015 payable in the first quarter of 2016, and a three-year grant for 2014-2016 payable in the first quarter of 2017. Payment is based on the attainment of specified performance goals. Grant value is based on stock price, cumulative EBITDA and free cash flow metrics. In addition, we have granted SARs to certain key employees in our Asian and Indian operations that are payable in cash after a three-year service period. The grant value is indexed to the stock price.

Accounting Methods — We have recorded compensation expense (net of taxes) of $3 million, $6 million, and $5 million in the years ended December 31, 2014, 2013 and 2012, respectively, related to nonqualified stock options as part of our selling, general and administrative expense. This resulted in a $0.06 decrease in basic and diluted earnings per share in 2014, a $0.10 decrease in basic and a $0.09 decrease in diluted earnings per share in 2013, and a $0.09 decrease in basic and a $0.08 decrease in diluted earnings per share in 2012.

For employees eligible to retire at the grant date, we immediately expense stock options and restricted stock. If employees become eligible to retire during the vesting period, we immediately recognize any remaining expense associated with their stock options and restricted stock.

As of December 31, 2014, there was approximately $5 million of unrecognized compensation costs related to our stock options awards that we expect to recognize over a weighted average period of 0.9 years.

Compensation expense for restricted stock, restricted stock units, long-term performance units and SARs (net of taxes) was $13 million, $17 million, and $16 million for each of the years ended 2014, 2013 and 2012, respectively, and was recorded in selling, general, and administrative expense on the consolidated statements of income.

Cash received from stock option exercises was $10 million in 2014, $15 million in 2013, and $7 million in 2012. Stock option exercises generated an excess tax benefit of $12 million in 2014, $6 million in 2013 and $10 million in 2012. We started to record this tax benefit in the third quarter of 2013 when we began utilizing our federal and state NOLs. We recorded a tax benefit of $26 million in 2014, of which $14 million was related to the historic tax benefit on stock options from 2011 to 2013. In 2013 we recorded a tax benefit of $24 million related to the historic tax benefit on stock options from 2006 through 2011.

Assumptions — We calculated the fair values of stock option awards using the Black-Scholes option pricing model with the weighted average assumptions listed below. The fair value of share-based awards is determined at the time the awards are granted which is generally in January of each year, and requires judgment in estimating employee and market behavior.

	2014			2013			2012
Stock Options Granted:
Weighted average grant date fair value, per share	$	26.46		$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	52.8		%	66.4		%	73.5		%
Expected lives	5.0			4.9			4.7
Risk-free interest rates	1.7		%	0.7		%	0.8		%
Dividends yields	—		%	—		%	—		%

94

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Expected volatility is calculated based on current implied volatility and historical realized volatility for the Company.

Expected lives of options are based upon the historical and expected time to post-vesting forfeiture and exercise. We believe this method is the best estimate of the future exercise patterns currently available.

The risk-free interest rates are based upon the Constant Maturity Rates provided by the U.S. Treasury. For our valuations, we used the continuous rate with a term equal to the expected life of the options.

Stock Options — The following table reflects the status and activity for all options to purchase common stock for the period indicated:

	Year Ended December 31, 2014
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options:
Outstanding, January 1, 2014	1,983,573		$	22.93	4.5	$	62
Granted	192,624		56.23
Canceled	(31,299	)	19.78
Forfeited	(300	)	22.77
Exercised	(25,595	)	14.72			1
Outstanding, March 31, 2014	2,119,003		$	26.10	4.6	$	67
Granted	—		—
Forfeited	—		—
Exercised	(32,233	)	25.49			1
Outstanding, June 30, 2014	2,086,770		$	26.11	4.3	$	75
Granted	834		66.54
Canceled	(526	)	36.00
Forfeited	(1,535	)	29.72
Exercised	(12,358	)	23.81			—
Outstanding, September 30, 2014	2,073,185		$	26.13	4.1	$	77
Granted	—		—
Canceled	—		—
Forfeited	(12,182	)	47.36
Exercised	(607,000	)	13.66			24
Outstanding, December 31, 2014	1,454,003		$	31.16	4.4	$	33

Of the outstanding 1,454,003 options, 971,689 are currently exercisable and have an intrinsic value of $28 million, a weighted average exercise price of 25.37 and a weighted average remaining life of 4.5 years.

The weighted average grant-date fair value of options granted during the years 2014, 2013 and 2012 was $26.48, $19.91 and $17.49, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013, and 2012 was $30 million, $19 million and $10 million, respectively. The total fair value of shares vested was $6 million, $5 million, and $4 million in 2014, 2013 and 2012.

Restricted Stock — The following table reflects the status for all nonvested restricted shares for the period indicated:

95

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2014
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2014	368,268		$	34.90
Granted	131,561		54.90
Vested	(186,112	)	36.57
Forfeited	—		—
Nonvested balance at March 31, 2014	313,717		$	42.30
Granted	2,838		66.96
Vested	(2,286	)	31.63
Forfeited	(575	)	38.52
Nonvested balance at June 30, 2014	313,694		$	42.60
Granted	1,160		67.02
Vested	(10,664	)	55.36
Forfeited	—		—
Nonvested balance at September 30, 2014	304,190		$	42.25
Granted	—		—
Vested	(11,040	)	36.37
Forfeited	(7,099	)	47.37
Nonvested balance at December 31, 2014	286,051		$	42.35

The fair value of restricted stock grants is equal to the average market price of our stock at the date of grant. As of December 31, 2014, approximately $5 million of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.7 years.

The weighted average grant-date fair value of restricted stock granted during the years 2014, 2013 and 2012 was $55.26, $36.40, and $30.06, respectively. The total fair value of restricted shares vested was $8 million in 2014, $6 million in 2013 and $5 million in 2012.

Share Repurchase Program — In January 2012, our Board of Directors approved a share repurchase program, authorizing us to repurchase up to 600,000 shares of our outstanding common stock over a 12 months period. This share repurchase program was intended to offset dilution from shares of restricted stock and stock options issued in 2012 to employees. We purchased all of the 600,000 shares during the second quarter of 2012 through open market purchases, which were funded through cash from operations, at a total cost of $18 million, at an average price of $29.22 per share. These repurchased shares are held as part of our treasury stock which increased to 2,294,692 shares at December 31, 2012 from 1,694,692 shares at December 31, 2011.

In January 2013, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to 550,000 shares of our outstanding common stock over a 12 month period. This share repurchase program is intended to offset dilution from shares of restricted stock and stock options issued in 2013 to employees. We purchased 450,000 shares through open market purchases and 100,000 shares from the Tenneco Retirement Plan for Salaried Employees, both of which were funded through cash from operations, at a total cost of $27 million, at an average price of 49.33 per share. These repurchased shares are held as part of our treasury stock which increased to 2,844,692 shares at December 31, 2013 from 2,294,692 shares at December 31, 2012.

In January 2014, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to 400,000 shares of our outstanding common stock over a 12 month period. This share repurchase program is intended to offset dilution from shares of restricted stock and stock options issued in 2014 to employees. We purchased 400,000 shares through open market purchases, which were funded through cash from operations, at a total cost of $22 million, at an average price of $56.06 per share. These repurchased shares are held as part of our treasury stock which increased to 3,244,692 shares at December 31, 2014 from 2,844,692 shares at December 31, 2013.

In January 2015, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to $350 million of our outstanding common stock over a three-year period.

96

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-Term Performance Units, Restricted Stock Units and SARs — Long-term performance units, restricted stock units, and SARs are paid in cash and recognized as a liability based upon their fair value. As of December 31, 2014, $14 million of total unrecognized compensation costs is expected to be recognized over a weighted-average period of approximately 1.6 years.

97

9.Preferred Stock

We had 50 million shares of preferred stock ($0.01 par value) authorized at December 31, 2014 and 2013, respectively. No shares of preferred stock were outstanding at those dates.

10.Pension Plans, Postretirement and Other Employee Benefits

Pension benefits are based on years of service and, for most salaried employees, on average compensation. Our funding policy is to contribute to the plans amounts necessary to satisfy the funding requirement of applicable federal or foreign laws and regulations. Of our $931 million benefit obligation at December 31, 2014, approximately $879 million required funding under applicable federal and foreign laws. The balance of our benefit obligation, $52 million, did not require funding under applicable federal or foreign laws and regulations. At December 31, 2014, we had approximately $726 million in assets to fund that obligation. Pension plan assets were invested in the following classes of securities:

	Percentage of Fair Market Value
	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
Equity Securities	70	%	60	%	71	%	62	%
Debt Securities	30	%	32	%	29	%	31	%
Real Estate	—		4	%	—		2	%
Other	—		4	%	—	%	5	%

The assets of some of our pension plans are invested in trusts that permit commingling of the assets of more than one employee benefit plan for investment and administrative purposes. Each of the plans participating in the trust has interests in the net assets of the underlying investment pools of the trusts. The investments for all our pension plans are recorded at estimated fair value, in compliance with the accounting guidance on fair value measurement.

The following table presents our plan assets using the fair value hierarchy as of December 31, 2014 and 2013, respectively. The fair value hierarchy has three levels based on the methods used to determine the fair value. Level 1 assets refer to those asset values based on quoted market prices in active markets for identical assets at the measurement date. Level 2 assets refer to assets with values determined using significant other observable inputs, and Level 3 assets include values determined with non-observable inputs.

98

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Fair Value Level as of December 31, 2014
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	134	$	—	$	31	$	25	$	—
U.S. mid cap	—		—		—		4		5		—
U.S. Small Cap	—		25		—		—		—		—
Non-U.S. large cap	—		—		—		57		68		—
Non-U.S. mid cap	—		24		—		20		16		—
Non-U.S. small cap	—		—		—		1		6		—
Emerging markets	—		8		—		—		3		—
Debt securities:
U.S. corporate bonds	—		5		—		—		5		—
U.S. other fixed income	—		95		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		41		27		—
Non-U.S. corporate bonds	—		—		—		20		27		—
Non-U.S. mortgage backed securities	—		—		—		—		2		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		—		—
Non-U.S. other fixed income	—		—		—		1		—		—
Real Estate:
Non-U.S. real estate	—		—		—		—		6		—
Other:
Insurance contracts	—		—		—		—		13		9
Cash held in bank accounts	2		—		—		4		—		—
Total	$	43	$	291	$	—	$	180	$	203	$	9

99

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Fair Value Level as of December 31, 2013
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	143	$	—	$	31	$	21	$	—
U.S. mid cap	—		—		—		4		4		—
U.S. Small Cap	—		27		—		—		—		—
Non-U.S. large cap	—		—		—		57		71		—
Non-U.S. mid cap	—		27		—		20		19		—
Non-U.S. small cap	—		—		—		1		7		—
Emerging markets	—		8		—		—		4		—
Debt securities:
U.S. corporate bonds	—		5		—		—		4		—
U.S. other fixed income	—		96		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		35		25		—
Non-U.S. corporate bonds	—		—		—		18		18		—
Non-U.S. mortgage backed securities	—		—		—		—		4		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		3		—
Non-U.S. other fixed income	—		—		—		1		2		—
Real Estate:
Non-U.S. real estate	—		—		—		1		5		—
Other:
Insurance contracts	—		—		—		—		9		8
Cash held in bank accounts	—		—		—		6		—		—
Total	$	41	$	306	$	—	$	175	$	196	$	8

Level 1 assets were valued using market prices based on daily net asset value (NAV) or prices available daily through a public stock exchange. Level 2 assets were valued primarily using market prices, sometimes net of estimated realization expenses, and based on broker/dealer markets or in commingled funds where NAV is not available daily or publicly. For insurance contracts, the estimated surrender value of the policy was used to estimate fair market value. Level 3 assets in the Netherlands were valued using an industry standard model based on certain assumptions such as the U-return and estimated technical reserve.

The table below summarizes the changes in the fair value of the Level 3 assets:

	December 31, 2014				December 31, 2013
	Level 3 Assets				Level 3 Assets
	US		Foreign		US		Foreign
	(Millions)				(Millions)
Balance at December 31 of the previous year	$	—	$	8	$	—	$	8
Actual return on plan assets:
Relating to assets still held at the reporting date	—		1		—		—
Ending Balance at December 31	$	—	$	9	$	—	$	8

The following table contains information about significant concentrations of risk, including all individual assets that make up more than 5 percent of the total assets and any direct investments in Tenneco stock:

100

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Asset Category	Fair Value Level	Value		Percentage of Total Assets
	(Millions)
2014:
Tenneco Stock	1	$	41	5.6	%
2013:
Tenneco Stock	1	$	41	5.6	%

Our investment policy for both our domestic and foreign plans is to invest more heavily in equity securities than debt securities. Targeted pension plan allocations are 70 percent in equity securities and 30 percent in debt securities, with acceptable tolerance levels of plus or minus five percent within each category for our domestic plans. Our foreign plans are individually managed to different target levels depending on the investing environment in each country.

Our approach to determining expected return on plan asset assumptions evaluates both historical returns as well as estimates of future returns, and adjusts for any expected changes in the long-term outlook for the equity and fixed income markets for both our domestic and foreign plans.

A summary of the change in benefit obligation, the change in plan assets, the development of net amount recognized, and the amounts recognized in the balance sheets for the pension plans and postretirement benefit plan follows:

101

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Pension												Postretirement
	2014						2013						2014			2013
	US			Foreign			US			Foreign			US			US
	(Millions)
Change in benefit obligation:
Benefit obligation at December 31 of the previous year	$	421		$	442		$	461		$	431		$	112		$	131
Currency rate conversion	—			(41		)	—			(2		)	—			—
Settlement	(53		)	—			—			(1		)	—			—
Curtailment	—			—						(1		)
Service cost	1			8			1			9			—			—
Interest cost	20			18			19			17			6			5
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Plan amendments	—			—			—			1			—			—
Actuarial (gain)/loss	77			73			(41		)	6			18			(16		)
Prior period correction	—			—			—			—			15			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Participants’ contributions	—			2			—			2			—			—
Benefit obligation at December 31	$	448		$	483		$	421		$	442		$	143		$	112
Change in plan assets:
Fair value at December 31 of the previous year	$	347		$	379		$	275		$	332		$	—		$	—
Currency rate conversion	—			(32		)	—			(3		)	—			—
Settlement	(41		)	—			—			(1		)	—			—
Actual return on plan assets	23			40			60			43			—			—
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Employer contributions	23			22			31			26			8			8
Prescription drug subsidy received	—			—			—			—			—			—
Participants’ contributions	—			2			—			2			—			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Fair value at December 31	$	334		$	392		$	347		$	379		$	—		$	—
Development of net amount recognized:
Unfunded status at December 31	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)
Unrecognized cost:
Actuarial loss	230			172			190			137			53			32
Prior service cost/(credit)	1			5			1			7			(10		)	(16		)
Net amount recognized at December 31	$	116		$	87		$	117		$	82		$	(100	)	$	(96	)
Amounts recognized in the balance sheets as of December 31
Noncurrent assets	—			8			—			11			—			—
Current liabilities	(10		)	(3		)	(6		)	(2		)	(9		)	(8		)
Noncurrent liabilities	(105		)	(95		)	(68		)	(71		)	(134		)	(104		)
Net amount recognized	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)

Assets of one plan may not be utilized to pay benefits of other plans. Additionally, the prepaid (accrued) pension cost has been recorded based upon certain actuarial estimates as described below. Those estimates are subject to revision in future periods given new facts or circumstances.

Net periodic pension costs for the years 2014, 2013 and 2012, consist of the following components:

102

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2014						2013						2012
	US			Foreign			US			Foreign			US			Foreign
	(Millions)
Service cost — benefits earned during the year	$	1		$	8		$	1		$	9		$	1		$	7
Interest cost	20			18			19			17			20			18
Expected return on plan assets	(25		)	(23		)	(22		)	(20		)	(22		)	(20		)
Curtailment loss	—			—			—			—			—			—
Settlement loss	21			—			—			1			—			1
Net amortization:
Actuarial loss	7			7			9			10			7			7
Prior service cost	—			2			—			1			—			2
Net pension costs	$	24		$	12		$	7		$	18		$	6		$	15

Amounts recognized in accumulated other comprehensive loss for pension benefits consist of the following components:

	2014				2013
	US		Foreign		US		Foreign
	(Millions)
Net actuarial loss	$	230	$	172	$	190	$	137
Prior service cost	1		5		1		7
	$	231	$	177	$	191	$	144

Amounts recognized for pension and postretirement benefits in other comprehensive income for the year ended December 31, 2014 and 2013 include the following components:

	Year Ended December 31,
	2014									2013
	Before-Tax Amount			Tax Benefit			Net-of-Tax Amount			Before-Tax Amount			Tax Benefit			Net-of-Tax Amount
	(Millions)
Defined benefit pension and postretirement plans:
Change in total actuarial gain (loss)	$	(124	)	$	35		$	(89	)	$	113		$	(41	)	$	72
Amortization of prior service cost included in net periodic pension and postretirement cost	(5		)	1			(4		)	(5		)	2			(3		)
Amortization of actuarial gain (loss) included in net periodic pension and postretirement cost	18			(5		)	13			23			(7		)	16
Other comprehensive income — pension benefits	$	(111	)	$	31		$	(80	)	$	131		$	(46	)	$	85

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	US		Foreign
	(Millions)
Net actuarial loss	$	8	$	9
Prior service cost	—		1
	$	8	$	10

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for all pension plans with accumulated benefit obligations in excess of plan assets at December 31, 2014 and 2013 were as follows:

103

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
	(Millions)
Projected benefit obligation	$	448	$	349	$	421	$	289
Accumulated benefit obligation	448		344		421		286
Fair value of plan assets	334		253		347		218

The following estimated benefit payments are payable from the pension plans to participants:

Year	US		Foreign
	(Millions)
2015	$	29	$	18
2016	21		19
2017	29		18
2018	22		19
2019	24		22
2020-2023	122		113

The following assumptions were used in the accounting for the pension plans for the years of 2014, 2013, and 2012:

	2014				2013
	US		Foreign		US		Foreign
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	3.3	%	4.8	%	4.3	%
Rate of compensation increase	N/A		3.4	%	N/A		3.3	%

	2014				2013				2012
	US		Foreign		US		Foreign		US		Foreign
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.3	%	4.1	%	4.2	%	4.8	%	4.9	%
Expected long-term return on plan assets	7.8	%	6.1	%	7.8	%	6.2	%	8.3	%	6.3	%
Rate of compensation increase	N/A		3.3	%	N/A		3.4	%	N/A		3.5	%

We made contributions of $46 million to our pension plans during 2014. Based on current actuarial estimates, we believe we will be required to make contributions of $31 million to those plans during 2015. Pension contributions beyond 2015 will be required, but those amounts will vary based upon many factors, including the performance of our pension fund investments during 2015 and future discount rate changes.

The company announced and launched a voluntary program offering to buyout former employees vested in the U.S. pension plan during the third quarter of 2014. The process was completed in the fourth quarter. Based on participant responses, more than 60% of the former employees who were eligible to participate received a buyout. This resulted in a non-cash charge of $21 million. The cash payments to those former employees who elected to take the buyout were made from the pension plan's assets and did not impact the company's cash flow. This program reduced the outstanding U.S. pension liability by approximately $50 million.

We have life insurance plans which provided benefit to a majority of our U.S. employees. We also have postretirement plans for our U.S. employees hired before January 1, 2001. The plans cover salaried employees retiring on or after attaining age 55 who have at least 10 years of service with us. For hourly employees, the postretirement benefit plans generally cover employees who retire according to one of our hourly employee retirement plans. All of these benefits may be subject to deductibles, co-payment provisions and other limitations, and we have reserved the right to change these benefits. For those employees hired after January 1, 2001, we do not provide any postretirement benefits. Our postretirement healthcare and life insurance plans are not funded. The measurement date used to determine postretirement benefit obligations is December 31.

Net periodic postretirement benefit cost for the years 2014, 2013, and 2012, consists of the following components:

104

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2014			2013			2012
	(Millions)
Service cost — benefits earned during the year	$	—		$	—		$	1
Interest on accumulated postretirement benefit obligation	6			5			6
Net amortization:
Actuarial loss	4			4			5
Prior service credit	(7		)	(6		)	(6		)
Prior period correction	9			$	—		$	—
Net periodic postretirement benefit cost	$	12		$	3		$	6

In the fourth quarter of 2014, we recorded an $11 million adjustment to our postretirement medical expense as a result of approximately 170 retirees who were entitled to benefits but had not been included in the prior year calculations of net periodic postretirement benefit cost.

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	(Millions)
Net actuarial loss	$	5
Prior service credit	(4		)
	$	1

The following estimated postretirement benefit payments are payable from the plan to participants:

Year	Postretirement Benefits
	(Millions)
2015	$	9
2016	9
2017	9
2018	9
2019	9
2020-2023	42

We do not expect to receive any future subsidies under the Medicare Prescription Drug, Improvement, and Modernization Act.

The weighted-average assumed health care cost trend rate used in determining the 2014 accumulated postretirement benefit obligation was 6.5 percent, declining to 4.5 percent by 2019. For 2013, the health care cost trend rate was 7.0 percent declining to 4.5 percent by 2019 and for 2012, the health care cost trend rate was 7.5 percent declining to 4.5 percent by 2019.

The following assumptions were used in the accounting for postretirement cost for the years of 2014, 2013 and 2012:

	2014		2013
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A

	2014		2013		2012
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A		N/A

A one-percentage-point increase in the 2014 assumed health care cost trend rates would increase total service and interest cost by less than $1 million and would increase the postretirement benefit obligation by $15 million. A one-percentage-point

105

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

decrease in the 2014 assumed health care cost trend rates would decrease the total service and interest cost by less than $1 million and decrease the postretirement benefit obligation by $12 million.

Based on current actuarial estimates, we believe we will be required to make postretirement contributions of approximately $9 million during 2015.

Effective January 1, 2012, the Tenneco Employee Stock Ownership Plan for Hourly Employees and the Tenneco Employee Stock Ownership Plan for Salaried Employees were merged into one plan called the Tenneco 401(k) Retirement Savings Plan (the “Retirement Savings Plan”). Under the plan, subject to limitations in the Internal Revenue Code, participants may elect to defer up to 75 percent of their salary through contributions to the plan, which are invested in selected mutual funds or used to buy our common stock. We match 100 percent of an employee's contributions up to three percent of the employee's salary and 50 percent of an employee's contributions that are between three percent and five percent of the employee's salary. In connection with freezing the defined benefit pension plans for nearly all U.S. based salaried and non-union hourly employees effective December 31, 2006, and the related replacement of those defined benefit plans with defined contribution plans, we are making additional contributions to the Employee Stock Ownership Plans. We recorded expense for these contributions of approximately $25 million, $23 million and $21 million in 2014, 2013 and 2012, respectively. Matching contributions vest immediately. Defined benefit replacement contributions fully vest on the employee’s third anniversary of employment.

11.Segment and Geographic Area Information

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with 2013, we are managed and organized along our two major product lines (clean air and ride performance) and three geographic areas (North America; Europe, South America and India; and Asia Pacific), resulting in six operating segments (North America Clean Air, North America Ride Performance, Europe, South America and India Clean Air, Europe, South America and India Ride Performance, Asia Pacific Clean Air and Asia Pacific Ride Performance). Within each geographical area, each operating segment manufactures and distributes either clean air or ride performance products primarily for the original equipment and aftermarket industries. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments as "Other." We evaluate segment performance based primarily on earnings before interest expense, income taxes, and noncontrolling interests. Products are transferred between segments and geographic areas on a basis intended to reflect as nearly as possible the "market value" of the products. Prior period segment information has been revised to reflect our new reporting segments.

Segment results for 2014, 2013 and 2012 are as follows:

106

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Clean Air Division						Ride Performance Division
	North America		Europe, South America & India		Asia Pacific		North America		Europe, South America & India			Asia Pacific		Other			Reclass & Elims			Total
	(Millions)
At December 31, 2014, and for the Year Ended
Revenues from external customers	$	2,815	$	1,974	$	1,022	$	1,351	$	1,032		$	226	$	—		$	—		$	8,420
Intersegment revenues	25		114		—		10		38			43		—			(230		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	237		59		101		143		40			36		(124		)	—			492
Total assets	1,165		789		593		664		503			227		—			69			4,010
At December 31, 2013, and for the Year Ended
Revenues from external customers	2,658		1,934		852		1,255		1,046			219		—			—			7,964
Intersegment revenues	8		111		1		10		41			32		—			(203		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	229		57		84		124		(7		)	22		(85		)	—			424
Total assets	1,030		827		544		628		552			213		—			36			3,830
At December 31, 2012, and for the Year Ended
Revenues from external customers	$	2,506	$	1,726	$	694	$	1,213	$	1,041		$	183	$	—		$	—		$	7,363
Intersegment revenues	6		101		1		10		53			30		—			(201		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	202		54		71		122		41			5		(67		)	—			428
Total assets	1,029		725		435		593		600			202		—			24			3,608

The following table shows information relating to our external customer revenues for each product or each group of similar products:

107

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Net Sales Year Ended December 31,
	2014		2013		2012
	(Millions)
Emission Control Products & Systems
Aftermarket	$	318	$	327	$	318
Original Equipment
OE Value-add	3,559		3,282		2,948
OE Substrate	1,934		1,835		1,660
	5,493		5,117		4,608
	5,811		5,444		4,926
Ride Control Products & Systems
Aftermarket	976		953		944
Original Equipment	1,633		1,567		1,493
	2,609		2,520		2,437
Total Revenues	$	8,420	$	7,964	$	7,363

The following customers accounted for 10 percent or more of our net sales in the last three years. The net sales to both customers were across segments.

Customer	2014		2013		2012
General Motors Company	15	%	15	%	17	%
Ford Motor Company	13	%	14	%	15	%

The following table shows information relating to the geographic regions in which we operate:

	Geographic Area
	United States		China		Germany		Mexico		Canada		Other Foreign(a)		Reclass & Elims			Consolidated
	(Millions)
At December 31, 2014, and for the Year Then Ended
Revenues from external customers(b)	$	3,348	$	1,079	$	955	$	423	$	413	$	2,202	$	—		$	8,420
Long-lived assets(c)	473		192		113		34		52		487		—			1,351
Total assets	1,710		683		319		156		164		1,133		(155		)	4,010
At December 31, 2013, and for the Year Then Ended
Revenues from external customers(b)	$	3,144	$	875	$	941	$	397	$	387	$	2,220	$	—		$	7,964
Long-lived assets(c)	448		158		120		31		59		500		—			1,316
Total assets	1,552		602		358		126		182		1,200		(190		)	3,830
At December 31, 2012, and for the Year Then Ended
Revenues from external customers(b)	$	2,975	$	661	$	817	$	374	$	389	$	2,147	$	—		$	7,363
Long-lived assets(c)	429		139		115		31		57		490		—			1,261
Total assets	1,521		448		344		120		168		1,187		(180		)	3,608

(a) Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Mexico, and Canada are not material.

(b) Revenues are attributed to countries based on location of the shipper.

(c) Long-lived assets include all long-term assets except goodwill, intangibles and deferred tax assets.

108

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

109

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.Commitments and Contingencies

Capital Commitments

We estimate that expenditures aggregating approximately $132 million will be required after December 31, 2014 to complete facilities and projects authorized at such date, and we have made substantial commitments in connection with these facilities and projects.

Lease Commitments

We have long-term leases for certain facilities, equipment and other assets. The minimum lease payments under our non-cancelable operating leases with lease terms in excess of one year are $46 million in 2015, $35 million in 2016, $27 million in 2017, $21 million in 2018, and $14 million in 2019 and $18 million in subsequent years. The minimum lease payments under our non-cancelable capital leases with lease terms in excess of one year are less than $1 million in each of the next five years. Total rental expense for the year 2014, 2013 and 2012 was $64 million, $58 million and $55 million, respectively.

Environmental Matters, Legal Proceedings and Product Warranties

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations. These matters are typically incidental to the conduct of our business and create the potential for contingent losses. We accrue for potential contingent losses when our review of available facts indicates that it is probable a loss has been incurred and the amount of the loss is reasonably estimable. Each quarter we assess our loss contingencies based upon currently available facts, existing technology, presently enacted laws and regulations and taking into consideration the likely effects of inflation and other societal and economic factors and record adjustments to these reserves as required. As an example, we consider all available evidence including prior experience in remediation of contaminated sites, other companies’ cleanup experiences and data released by the United States Environmental Protection Agency or other organizations when we evaluate our environmental remediation contingencies. All of our loss contingency estimates are subject to revision in future periods based on actual costs or new information. With respect to our environmental liabilities, where future cash flows are fixed or reliably determinable, we have discounted those liabilities. We evaluate recoveries separately from the liability and, when they are assured, recoveries are recorded and reported separately from the associated liability in our consolidated financial statements.

Environmental Matters

We are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to current operations. We expense costs related to an existing condition caused by past operations that do not contribute to current or future revenue generation. As of December 31, 2014, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At December 31, 2014, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $15 million, of which $3 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.2 percent. The undiscounted value of the estimated remediation costs was $19 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2015, $1 million each year beginning 2016 through 2019 and $12 million in aggregate thereafter.

Based on information known to us, we have established reserves that we believe are adequate for these costs. Although we believe these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates and are subject to revision as more information becomes available about the extent of remediation required. At some sites, we expect that other parties will contribute towards the remediation costs. In addition, certain environmental statutes provide that our liability could be joint and several, meaning that we could be required to pay in excess of our share of remediation costs. Our understanding of the financial strength of other potentially responsible parties at these sites has been considered, where appropriate, in our determination of our estimated liability. We do not believe that any potential costs associated with our current status as a potentially responsible party in the Federal Superfund site, or as a liable party at the other locations referenced herein, will be material to our consolidated financial position, results of operations, or liquidity.

Antitrust Investigations

On March 25, 2014, representatives of the European Commission were at Tenneco GmbH's Edenkoben, Germany administrative facility to gather information in connection with an ongoing global antitrust investigation concerning multiple automotive suppliers. On March 25, 2014, we also received a related subpoena from the U.S. Department of Justice (“DOJ”).

110

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On November 5, 2014, the DOJ granted us conditional leniency pursuant to an agreement we entered into under the Antitrust Division’s Corporate Leniency Policy. This agreement provides us with important benefits in exchange for our self reporting of matters to the DOJ and our continuing full cooperation with the DOJ’s resulting investigation. For example, the DOJ will not bring any criminal antitrust prosecution against us, nor seek any criminal fines or penalties, in connection with the matters we reported to the DOJ. Additionally, there are limits on our liability related to any follow on civil antitrust litigation in the U.S. The limits include single rather than treble damages, as well as relief from joint and several antitrust liability with other relevant civil antitrust action defendants. These limits are subject to our satisfying the DOJ and any court presiding over such follow on civil litigation. We cannot provide any assurance as to when such actions will be filed in the future or how they will ultimately be resolved.

Certain other competition agencies are also investigating possible violations of antitrust laws relating to products supplied by our company. We have cooperated and continue to cooperate fully with all of these antitrust investigations, and take other actions to minimize our potential exposure.

Antitrust law investigations and related matters often continue for several years and can result in significant penalties and liability. At this point, we cannot estimate the ultimate impact on our company from investigations into our antitrust compliance and related matters in light of the uncertainties and many variables involved, and there can be no assurance that the ultimate resolution of these matters, including any civil litigation claims, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Other Legal Proceedings, Claims and Investigations

We also from time to time are involved in legal proceedings, claims or investigations. Some of these matters involve allegations of damages against us relating to environmental liabilities (including, toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, employment matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance. For example, one of our Argentine subsidiaries is currently defending against a criminal complaint alleging the failure to comply with laws requiring the proceeds of export transactions to be collected, reported and/or converted to local currency within specified time periods. As another example, in the U.S. we are subject to an audit in 11 states with respect to the payment of unclaimed property to those states, spanning a period as far back as over 30 years. While we vigorously defend ourselves against all of these legal proceedings, claims and investigations and take other actions to minimize our potential exposure, in future periods we could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claim, except as described above under "Antitrust Investigations," we do not expect the legal proceedings, or claims or investigations currently pending against us will have any material adverse impact on our consolidated financial position, results of operations or liquidity.

In addition, we are subject to lawsuits initiated by a significant number of claimants alleging health problems as a result of exposure to asbestos. In the early 2000’s we were named in nearly 20,000 complaints, most of which were filed in Mississippi state court and the vast majority of which made no allegations of exposure to asbestos from our product categories. Most of these claims have been dismissed and our current docket of active and inactive cases is less than 500 cases nationwide. A small number of claims have been asserted by railroad workers alleging exposure to asbestos products in railroad cars manufactured by The Pullman Company, one of our subsidiaries. The substantial majority of the remaining claims are related to alleged exposure to asbestos in our automotive products. Only a small percentage of the claimants allege that they were automobile mechanics and a significant number appear to involve workers in other industries or otherwise do not include sufficient information to determine whether there is any basis for a claim against us. We believe, based on scientific and other evidence, it is unlikely that mechanics were exposed to asbestos by our former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants, with the number of some cases exceeding 100 defendants from a variety of industries. Additionally, the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages. As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, we may experience an increased number of these claims. We vigorously defend ourselves against these claims as part of our ordinary course of business. In future periods, we could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to us. To date, with respect to claims that have proceeded sufficiently through the judicial process, we have regularly achieved favorable resolutions. Accordingly, we presently believe that these asbestos-related claims will not have a material adverse impact on our future consolidated financial position, results of operations or liquidity.

Warranty Matters

111

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We provide warranties on some of our products. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. We believe that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the balance sheet.

Below is a table that shows the activity in the warranty accrual accounts:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Beginning Balance	$	24		$	23		$	26
Accruals related to product warranties	24			20			15
Reductions for payments made	(22		)	(19		)	(18		)
Ending Balance	$	26		$	24		$	23

In the fourth quarter of 2011, we encountered an issue in our North America OE ride performance business involving struts supplied on one particular OE platform. As a result, we directly incurred approximately $2 million in premium freight and overtime costs in the fourth quarter of 2011 and $3 million in 2012. In the first quarter of 2013 we incurred a charge of $2 million in connection with the resolution of all existing claims pertaining to this matter. We paid the customer the $2 million in the second quarter of 2013.

13.Supplemental Guarantor Condensed Consolidating Financial Statement

Basis of Presentation

Substantially all of our existing and future material domestic 100% owned subsidiaries (which are referred to as the Guarantor Subsidiaries) fully and unconditionally guarantee our senior notes due in 2020 and 2024 on a joint and several basis. However, a subsidiary’s guarantee may be released in certain customary circumstances such as a sale of the subsidiary or all or substantially all of its assets in accordance with the indenture applicable to the notes. The Guarantor Subsidiaries are combined in the presentation below.

These consolidating financial statements are presented on the equity method. Under this method, our investments are recorded at cost and adjusted for our ownership share of a subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes. You should read the condensed consolidating financial information of the Guarantor Subsidiaries in connection with our condensed consolidated financial statements and related notes of which this note is an integral part.

We revised the supplemental guarantor statements of comprehensive income and cash flows as a result of a correction to comprehensive income and to the classification of intercompany dividends in the cash flow. These revisions had no impact on any of the company’s current or previously issued consolidated financial statements. The misclassification in the supplemental cash flow statements consisted of including $59 million and $47 million of intercompany dividend payments by the nonguarantor subsidiaries in operating activities which should have instead been included in financing activities for the years ended 2013 and 2012, respectively. Other comprehensive income of $48 million was excluded in the net comprehensive income of the parent company for the year ended 2013 and $26 million of other comprehensive loss was excluded for the year ended 2012. The impact of these corrections to the applicable prior periods are reflected in the guarantor financial information herein and will be reflected in future filings.

Distributions

There are no significant restrictions on the ability of the Guarantor Subsidiaries to make distributions to us.

112

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,727		$	4,693		$	—		$	—		$	8,420
Affiliated companies	403			602			—			(1,005		)	—
	4,130			5,295			—			(1,005		)	8,420
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,391			4,639			—			(1,005		)	7,025
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	81			88			—			—			169
Selling, general, and administrative	211			302			6			—			519
Depreciation and amortization of other intangibles	86			122			—			—			208
	3,769			5,151			6			(1,005		)	7,921
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	26			9			—			(38		)	(3		)
	26			5			—			(38		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	387			149			(6		)	(38		)	492
Interest expense —
External (net of interest capitalized)	(1		)	4			88			—			91
Affiliated companies (net of interest income)	73			(75		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	315			220			(96		)	(38		)	401
Income tax expense	94			37			—			—			131
Equity in net income (loss) from affiliated companies	129			—			322			(451		)	—
Net income (loss)	350			183			226			(489		)	270
Less: Net income attributable to noncontrolling interests	—			44			—			—			44
Net income (loss) attributable to Tenneco Inc.	$	350		$	139		$	226		$	(489	)	$	226
Comprehensive income (loss) attributable to Tenneco Inc.	$	350		$	139		$	41		$	(489	)	$	41

113

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,498		$	4,466		$	—		$	—		$	7,964
Affiliated companies	350			572			—			(922		)	—
	3,848			5,038			—			(922		)	7,964
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,103			4,553			—			(922		)	6,734
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	66			78			—			—			144
Selling, general, and administrative	187			260			6			—			453
Depreciation and amortization of other intangibles	78			127			—			—			205
	3,434			5,018			6			(922		)	7,536
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	(1		)	59			—			(58		)	—
	(1		)	55			—			(58		)	(4		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	413			75			(6		)	(58		)	424
Interest expense —
External (net of interest capitalized)	(2		)	5			77			—			80
Affiliated companies (net of interest income)	70			(72		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	345			142			(85		)	(58		)	344
Income tax expense	60			62			—			—			122
Equity in net income (loss) from affiliated companies	32			—			268			(300		)	—
Net income (loss)	317			80			183			(358		)	222
Less: Net income attributable to noncontrolling interests	—			39			—			—			39
Net income (loss) attributable to Tenneco Inc.	$	317		$	41		$	183		$	(358	)	$	183
Comprehensive income (loss) attributable to Tenneco Inc.	$	317		$	41		$	231		$	358		$	231

114

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,331		$	4,032		$	—		$	—		$	7,363
Affiliated companies	182			547			—			(729		)	—
	3,513			4,579			—			(729		)	7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,056			3,843			—			(729		)	6,170
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	57			69			—			—			126
Selling, general, and administrative	198			224			5			—			427
Depreciation and amortization of other intangibles	72			133			—			—			205
	3,383			4,269			5			(729		)	6,928
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	115			(71		)	—			(47		)	(3		)
	115			(75		)	—			(47		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	245			235			(5		)	(47		)	428
Interest expense —
External (net of interest capitalized)	—			5			100			—			105
Affiliated companies (net of interest income)	212			(81		)	(131		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	33			311			26			(47		)	323
Income tax expense	(39		)	58			—			—			19
Equity in net income (loss) from affiliated companies	217			—			249			(466		)	—
Net income (loss)	289			253			275			(513		)	304
Less: Net income attributable to noncontrolling interests	—			29			—			—			29
Net income (loss) attributable to Tenneco Inc.	$	289		$	224		$	275		$	(513	)	$	275
Comprehensive income (loss) attributable to Tenneco Inc.	$	289		$	224		$	249		$	(513	)	$	249

115

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

BALANCE SHEET

	December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	10		$	272		$	—	$	—		$	282
Restricted cash	—			3			—		—			3
Receivables, net	408			1,309			—		(629		)	1,088
Inventories	312			376			—		—			688
Deferred income taxes	49			25			7		—			81
Prepayments and other	96			188			—		—			284
Total current assets	875			2,173			7		(629		)	2,426
Other assets:
Investment in affiliated companies	1,064			—			764		(1,828		)	—
Notes and advances receivable from affiliates	944			10,589			4,844		(16,377		)	—
Long-term receivables, net	12			—			—		—			12
Goodwill	22			43			—		—			65
Intangibles, net	10			16			—		—			26
Deferred income taxes	76			14			53		—			143
Other	40			53			27		—			120
	2,168			10,715			5,688		(18,205		)	366
Plant, property, and equipment, at cost	1,236			2,254			—		—			3,490
Less — Accumulated depreciation and amortization	(845		)	(1,427		)	—		—			(2,272		)
	391			827			—		—			1,218
Total assets	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	54		$	6	$	—		$	60
Short-term debt — affiliated	243			220			9		(472		)	—
Accounts payable	478			1,000			—		(106		)	1,372
Accrued taxes	(15		)	31			24		—			40
Other	134			241			3		(51		)	327
Total current liabilities	840			1,546			42		(629		)	1,799
Long-term debt — non-affiliated	—			44			1,025		—			1,069
Long-term debt — affiliated	1,730			10,516			4,131		(16,377		)	—
Deferred income taxes	—			18			—		—			18
Postretirement benefits and other liabilities	418			129			—		4			551
Commitments and contingencies
Total liabilities	2,988			12,253			5,198		(17,002		)	3,437
Redeemable noncontrolling interests	—			35			—		—			35
Tenneco Inc. Shareholders’ equity	446			1,386			497		(1,832		)	497
Noncontrolling interests	—			41			—		—			41
Total equity	446			1,427			497		(1,832		)	538
Total liabilities, redeemable noncontrolling interests and equity	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010

116

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

BALANCE SHEET

	December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6		$	269		$	—	$	—		$	275
Restricted cash	—			5			—		—			5
Receivables, net	387			1,306			16		(649		)	1,060
Inventories	279			377			—		—			656
Deferred income taxes	87			—			7		(23		)	71
Prepayments and other	35			188			—		—			223
Total current assets	794			2,145			23		(672		)	2,290
Other assets:
Investment in affiliated companies	944			—			696		(1,640		)	—
Notes and advances receivable from affiliates	1,026			7,320			4,826		(13,172		)	—
Long-term receivables, net	12			2			—		—			14
Goodwill	22			47			—		—			69
Intangibles, net	13			17			—		—			30
Deferred income taxes	72			9			44		—			125
Other	44			60			23		—			127
	2,133			7,455			5,589		(14,812		)	365
Plant, property, and equipment, at cost	1,173			2,325			—		—			3,498
Less — Accumulated depreciation and amortization	(807		)	(1,516		)	—		—			(2,323		)
	366			809			—		—			1,175
Total assets	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	68		$	15	$	—		$	83
Short-term debt — affiliated	247			176			10		(433		)	—
Accounts payable	521			1,011			—		(173		)	1,359
Accrued taxes	9			31			—		—			40
Other	128			285			9		(66		)	356
Total current liabilities	905			1,571			34		(672		)	1,838
Long-term debt — non-affiliated	—			8			1,011		—			1,019
Long-term debt — affiliated	1,700			7,338			4,134		(13,172		)	—
Deferred income taxes	—			28			—		—			28
Postretirement benefits and other liabilities	357			92			—		4			453
Commitments and contingencies
Total liabilities	2,962			9,037			5,179		(13,840		)	3,338
Redeemable noncontrolling interests	—			20			—		—			20
Tenneco Inc. Shareholders’ equity	331			1,313			433		(1,644		)	433
Noncontrolling interests	—			39			—		—			39
Total equity	331			1,352			433		(1,644		)	472
Total liabilities, redeemable noncontrolling interests and equity	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830

117

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	44		$	314		$	21		$	(38	)	$	341
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(106		)	(222		)	—			—			(328		)
Cash payments for software related intangible assets	(5		)	(8		)	—			—			(13		)
Cash payments for net assets purchased	(3		)	—			—			—			(3		)
Changes in restricted cash	—			2			—			—			2
Net cash used by investing activities	(114		)	(225		)	—			—			(339		)
Financing Activities
Retirement of long-term debt	—			(9		)	(453		)	—			(462		)
Issuance of long-term debt	—			45			525			—			570
Debt issuance cost on long-term debt	—			—			(12		)	—			(12		)
Tax benefit from stock-based compensation	—			—			26			—			26
Purchase of common stock under the share repurchase program	—			—			(22		)	—			(22		)
Issuance of common stock	—			—			19			—			19
Increase in bank overdrafts	—			6			—			—			6
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(13		)	(57		)	—			(70		)
Net increase (decrease) in short-term borrowings secured by accounts receivable	—			—			(10		)	—			(10		)
Intercompany dividends and net increase (decrease) in intercompany obligations	74			(75		)	(37		)	38			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Distribution to noncontrolling interests partners	—			(30		)	—			—			(30		)
Net cash provided (used) by financing activities	74			(71		)	(21		)	38			20
Effect of foreign exchange rate changes on cash and cash equivalents	—			(15		)	—			—			(15		)
Increase in cash and cash equivalents	4			3			—			—			7
Cash and cash equivalents, January 1	6			269			—			—			275
Cash and cash equivalents, December 31 (Note)	$	10		$	272		$	—		$	—		$	282

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

118

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	270		$	244		$	48		$	(59	)	$	503
Investing Activities
Proceeds from sale of assets	1			7			—			—			8
Cash payments for plant, property, and equipment	(102		)	(142		)	—			—			(244		)
Cash payments for software related intangible assets	(19		)	(6		)	—			—			(25		)
Change in restricted cash	—			(5		)	—			—			(5		)
Net cash used by investing activities	(120		)	(146		)	—			—			(266		)
Financing Activities
Retirement of long-term debt	—			(2		)	(14		)	—			(16		)
Tax benefit from stock-based compensation	—			—			24			—			24
Purchase of common stock under the share repurchase program	—			—			(27		)	—			(27		)
Issuance of common stock	—			—			20			—			20
Increase in bank overdrafts	—			(6		)	—			—			(6		)
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(43		)	21			—			(22		)
Net increase in short-term borrowings secured by accounts receivable	—			—			(40		)	—			(40		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(148		)	121			(32		)	59			—
Purchase of noncontrolling equity interest	—			(69		)	—			—			(69		)
Distribution to noncontrolling interests partners	—			(39		)	—			—			(39		)
Net cash provided (used) by financing activities	(148		)	(38		)	(48		)	59			(175		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(10		)	—			—			(10		)
Increase in cash and cash equivalents	2			50			—			—			52
Cash and cash equivalents, January 1	4			219			—			—			223
Cash and cash equivalents, December 31 (Note)	$	6		$	269		$	—		$	—		$	275

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

119

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	385		$	253		$	(226	)	$	(47	)	$	365
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(101		)	(155		)	—			—			(256		)
Cash payments for software related intangible assets	(6		)	(7		)	—			—			(13		)
Cash payments for net assets purchased	(7		)	—			—			—			(7		)
Net cash used by investing activities	(114		)	(159		)	—			—			(273		)
Financing Activities
Retirement of long-term debt	—			(1		)	(410		)	—			(411		)
Issuance of long-term debt	—			—			250			—			250
Debt issuance cost on long-term debt	—			—			(13		)	—			(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—			(18		)
Issuance of common stock	—			—			5			—			5
Increase in bank overdrafts	—			5			—			—			5
Net decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			48			19			—			67
Net increase in short-term borrowings secured by accounts receivable	—			—			50			—			50
Intercompany dividends and net increase (decrease) in intercompany obligations	(268		)	(122		)	343			47			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Purchase of noncontrolling equity interest	—			—			—			—			—
Distribution to noncontrolling interests partners	—			(29		)	—			—			(29		)
Net cash provided (used) by financing activities	(268		)	(94		)	226			47			(89		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			6			—			—			6
Increase (decrease) in cash and cash equivalents	3			6			—			—			9
Cash and cash equivalents, January 1	1			213			—			—			214
Cash and cash equivalents, December 31 (Note)	$	4		$	219		$	—		$	—		$	223

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

120

TENNECO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14.Quarterly Financial Data (Unaudited)

Quarter	Net Sales and Operating Revenues		Cost of Sales (Excluding Depreciation and Amortization)		Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests		Net Income Attributable to Tenneco Inc.
	(Millions)
2014
1st	$	2,094	$	1,754	$	113	$	46
2nd	2,241		1,851		156		81
3rd	2,081		1,735		140		78
4th	2,004		1,685		83		21
	$	8,420	$	7,025	$	492	$	226
2013
1st	$	1,903	$	1,604	$	93	$	54
2nd	2,067		1,736		141		63
3rd	1,963		1,691		72		12
4th	2,031		1,703		118		54
	$	7,964	$	6,734	$	424	$	183

Quarter	Basic Earnings  per Share of Common Stock		Diluted Earnings per Share of Common Stock
2014
1st	$	0.76	$	0.75
2nd	1.34		1.32
3rd	1.29		1.27
4th	0.34		0.33
Full Year	3.72		3.66
2013
1st	$	0.90	$	0.88
2nd	1.04		1.02
3rd	0.19		0.19
4th	0.90		0.88
Full Year	3.03		2.97

Note: The sum of the quarters may not equal the total of the respective year’s earnings per share on either a basic or diluted basis due to changes in the weighted average shares outstanding throughout the year.

(The preceding notes are an integral part of the foregoing consolidated financial statements.)

121

SCHEDULE II

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Column A	Column B		Column C		Column D	Column E
			Additions
Description	Balance at Beginning of Year		Charged to Costs and Expenses	Charged to Other Accounts	Deductions	Balance at End of Year
	(Millions)
Allowance for Doubtful Accounts and Notes Receivable Deducted from Assets to Which it Applies:
Year Ended December 31, 2014	$	14	4	—	2	$	16
Year Ended December 31, 2013	$	14	1	—	1	$	14
Year Ended December 31, 2012	$	17	3	—	6	$	14

122

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the year covered by this report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by our company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

See Item 8, “Financial Statements and Supplementary Data” for management’s report on internal control over financial reporting and the report of our independent registered public accounting firm thereon.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) published an updated Internal Control - Integrated Framework (2013) and related illustrative documents. The company adopted the new framework in 2014. To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, the company designed and implemented a structured and comprehensive assessment process to evaluate its internal control over financial reporting across the enterprise. The assessment of the effectiveness of the company's internal control over financial reporting was based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Management regularly monitors its internal control over financial reporting, and actions are taken to correct deficiencies as they are identified. Based on its assessment, management has concluded that the company's internal control over financial reporting is effective as of December 31, 2014.

ITEM 9B.OTHER INFORMATION.

None.

123

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The sections entitled “Election of Directors” and “Corporate Governance” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held May 13, 2015 are incorporated herein by reference. In addition, Item 4.1 of this Annual Report on Form 10-K, which appears at the end of Part I, is incorporated herein by reference.

A copy of our Code of Ethical Conduct for Financial Managers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller and other key financial managers, is filed as Exhibit 14 to this Form 10-K. We have posted a copy of the Code of Ethical Conduct for Financial Managers on our Internet website at www.tenneco.com. We will make a copy of this code available to any person, without charge, upon written request to Tenneco Inc., 500 North Field Drive, Lake Forest, Illinois 60045, Attn: General Counsel. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to or waivers of our Code of Ethical Conduct by posting this information on our Internet website at www.tenneco.com.

ITEM 11.EXECUTIVE COMPENSATION.

The section entitled “Executive Compensation” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2015 is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The section entitled “Ownership of Common Stock” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2015 is incorporated herein by reference.

Securities Authorized for Issuance under Equity Compensation Plans

The following table shows, as of December 31, 2014, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered:

Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)	(b) Weighted- average exercise price of outstanding options, warrants and rights		(c) Number of securities available for future issuance (excluding shares in column (a))(1)
Equity compensation plans approved by security holders:
Stock Ownership Plan(2)	74,910	$	20.32	—
2002 Long-Term Incentive Plan (as amended)(3)	—	$	—	—
2006 Long-Term Incentive Plan (as amended)(4)	1,379,093	$	24.13	3,610,571

(1) Reflects the number of shares of the Company’s common stock. Does not include 278,281 shares that may be issued in settlement of common stock equivalent units that were (i) credited to outside directors as payment for their retainer and other fees or (ii) credited to any of our executive officers who have elected to defer a portion of their compensation. In general, these units are settled in cash. At the option of the Company, however, the units may be settled in shares of the Company’s common stock.

(2) This plan terminated as to new awards on December 31, 2001 (except awards pursuant to commitments outstanding at that date).

(3) This plan terminated as to new awards upon adoption of our 2006 Long-term Incentive Plan (except awards pursuant to commitments outstanding on that date).

(4) Does not include 286,051 shares subject to outstanding restricted stock (vest over time) as of December 31, 2014 that were issued at a weighted average grant date fair value of $42.22. Under this plan, as of December 31, 2014, a maximum of 2,423,202 shares remained available for delivery under full value awards (i.e., bonus stock, stock equivalent units, performance units, restricted stock and restricted stock units).

124

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The subsections entitled “The Board of Directors and its Committees — General” and “Transactions with Related Persons” under the section entitled “Corporate Governance” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2015 are incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The sections entitled “Ratify Appointment of Independent Public Accountants — Audit, Audit-Related, Tax and All Other Fees” and “Ratify Appointment of Independent Public Accountants — Pre-Approval Policy” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2015 are incorporated herein by reference.

125

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 8

See “Index to Financial Statements of Tenneco Inc. and Consolidated Subsidiaries” set forth in Item 8, “Financial Statements and Supplementary Data” for a list of financial statements filed as part of this Report.

INDEX TO SCHEDULE INCLUDED IN ITEM 8

	Page
Schedule of Tenneco Inc. and Consolidated Subsidiaries — Schedule II — Valuation and qualifying accounts — three years ended December 31, 2014	122

SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE

Schedule I — Condensed financial information of registrant

Schedule III — Real estate and accumulated depreciation

Schedule IV — Mortgage loans on real estate

Schedule V — Supplemental information concerning property — casualty insurance operations

126

EXHIBITS

The following exhibits are filed with this Annual Report on Form 10-K for the fiscal year ended December 31, 2014, or incorporated herein by reference (exhibits designated by an asterisk are filed with the report; all other exhibits are incorporated by reference):

INDEX TO EXHIBITS

Exhibit Number		Description
2	—	None.
3.1(a)	—	Restated Certificate of Incorporation of the registrant dated December 11, 1996 (incorporated herein by reference to Exhibit 3.1(a) of the registrant’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387).
3.1(b)	—	Certificate of Amendment, dated December 11, 1996 (incorporated herein by reference to Exhibit 3.1(c) of the registrant’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387).
3.1(c)	—	Certificate of Ownership and Merger, dated July 8, 1997 (incorporated herein by reference to Exhibit 3.1(d) of the registrant’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387).
3.1(d)	—	Certificate of Designation of Series B Junior Participating Preferred Stock dated September 9, 1998 (incorporated herein by reference to Exhibit 3.1(d) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387).
3.1(e)	—	Certificate of Elimination of the Series A Participating Junior Preferred Stock of the registrant dated September 11, 1998 (incorporated herein by reference to Exhibit 3.1(e) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387).
3.1(f)	—	Certificate of Amendment to Restated Certificate of Incorporation of the registrant dated November 5, 1999 (incorporated herein by reference to Exhibit 3.1(f) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
3.1(g)	—	Certificate of Amendment to Restated Certificate of Incorporation of the registrant dated November 5, 1999 (incorporated herein by reference to Exhibit 3.1(g) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
3.1(h)	—	Certificate of Ownership and Merger merging Tenneco Automotive Merger Sub Inc. with and into the registrant, dated November 5, 1999 (incorporated herein by reference to Exhibit 3.1(h) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
3.1(i)	—	Certificate of Amendment to Restated Certificate of Incorporation of the registrant dated May 9, 2000 (incorporated herein by reference to Exhibit 3.1(i) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-12387).
3.1(j)	—	Certificate of Ownership and Merger merging Tenneco Inc. with and into the registrant, dated October 27, 2005 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated October 28, 2005, File No. 1-12387).
3.2	—	By-laws of the registrant, as amended March 4, 2008 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K event date March 4, 2008, File No. 1-12387).
4.1	—	Specimen stock certificate for Tenneco Inc. common stock (incorporated herein by reference to Exhibit 4.3 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
4.2(a)	—	Fourth Amended and Restated Credit Agreement, dated as of December 8,2014, among Tenneco Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K dated December 8, 2014, File No. 1-12387).
4.2(b)	—	Amended and Restated Guarantee and Collateral Agreement, dated as of December 8, 2014, among Tenneco Inc., various of its subsidiaries and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K dated December 8, 2014, File No. 1-12387).
4.3	—	Indenture, dated December 23, 2010, among the registrant, various subsidiaries of the registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed December 23, 2010, File No. 1-12387).
4.4	—	Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S, Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).
4.5	—	First Supplemental Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).

127

Exhibit Number		Description
4.6	—	The registrant is a party to other agreements for unregistered long-term debt securities, which do not exceed 10% of the registrant’s total assets. The registrant agrees to furnish a copy of such agreements to the Commission upon request.
9	—	None
+10.1	—	Change of Control Severance Benefits Plan for Key Executives (incorporated herein by reference to Exhibit 10.13 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
+10.2	—	Stock Ownership Plan (incorporated herein by reference to Exhibit 10.14 of the registrant’s Registration Statement on Form S-4, Reg. No. 333-93757).
+10.3	—	Key Executive Pension Plan (incorporated herein by reference to Exhibit 10.11 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10.4	—	Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.12 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10.5	—	Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.13 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10.6	—	Amendment No. 1 to Change in Control Severance Benefits Plan for Key Executives (incorporated herein by reference to Exhibit 10.23 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10.7	—	Form of Indemnity Agreement entered into between the registrant and Paul Stecko (incorporated herein by reference to Exhibit 10.29 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-12387).
+10.8	—	2002 Long-Term Incentive Plan (As Amended and Restated Effective March 11, 2003) (incorporated herein by reference to Exhibit 10.26 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 1-12387).
+10.9	—	Amendment No. 1 to Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.27 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-12387).
+10.10	—	Form of Stock Option Agreement for employees under the 2002 Long-Term Incentive Plan, as amended (providing for a ten year option term) (incorporated herein by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K dated January 13, 2005, File No. 1-12387).
+10.11	—	Amendment No. 1 to the Key Executive Pension Plan (incorporated herein by reference to Exhibit 10.39 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-12387).
+10.12	—	Amendment No. 1 to the Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.40 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10.13	—	Second Amendment to the Key Executive Pension Plan (incorporated herein by reference to Exhibit 10.41 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10.14	—	Amendment No. 2 to the Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.42 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10.15	—	Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.43 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10.16	—	Supplemental Pension Plan for Management (incorporated herein by reference to Exhibit 10.45 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10.17	—	Amended and Restated Value Added (“TAVA”) Incentive Compensation Plan, effective January 1, 2006 (incorporated herein by reference to Exhibit 10.47 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, File No. 1-12387).
+10.18	—	Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K, dated May 9, 2006).
+10.19	—	Form of Stock Option Agreement for employees under the Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.3 of the registrant’s Current Report on Form 8-K, dated May 9, 2006).
+10.20	—	Form of First Amendment to the Tenneco Inc. Supplemental Pension Plan for Management (incorporated herein by reference to Exhibit 10.56 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
+10.21	—	Form of First Amendment to the Tenneco Inc. Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.57 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).

128

Exhibit Number		Description
+10.22	—	Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.61 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.23	—	Excess Benefit Plan, including Supplements for Gregg M. Sherrill and Kenneth R. Trammell (incorporated herein by reference to Exhibit 10.65 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.24	—	Amendment No. 2 to Change in Control Severance Benefit Plan for Key Executives (incorporated herein by reference to Exhibit 10.66 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.25	—	Incentive Deferral Plan, as Amended and Restated Effective as of January 1, 2008 (incorporated herein by reference to Exhibit 10.67 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.26	—	Code Section 409A Amendment to 2002 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.68 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.27	—	Code Section 409A Amendment to 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.69 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.28	—	Code Section 409A to Excess Benefit Plan (incorporated herein by reference to Exhibit 10.70 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.29	—	Code Section 409A Amendment to Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.71 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.30	—	Code Section 409A Amendment to Supplemental Pension Plan for Management (incorporated herein by reference to Exhibit 10.72 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.31	—	Code Section 409A Amendment to Amended and Restated Value Added (“TAVA”) Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.73 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.32	—	Tenneco Inc. 2006 Long-Term Incentive Plan (as amended and restated effective March 11, 2009) (incorporated herein by reference to Appendix A of the registrant’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2009, File No. 1-12387).
+10.33	—	Amendment No. 2, effective January 15, 2010, to Amended and Restated Tenneco Value Added Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.70 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-12387).
+10.34	—	Amendment dated December 18, 2009, to Tenneco Inc. Incentive Deferral Plan (incorporated herein by reference to Exhibit 10.71 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-12387).
+10.35	—	Form of Tenneco Inc. Three Year Long-Term Performance Unit Award Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated as of March 15, 2010, File No. 1-12387).
+10.36	—	Second Amendment to Tenneco Inc. Incentive Deferral Plan effective as of January 1, 2011 (incorporated herein by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, File No. 1-12387).
+10.37	—	First Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-12387).
+10.38	—	Form of Restricted Stock Award for Non-Employee Directors under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated January 18, 2012, File No. 1-12387).
+10.39	—	Form of Restricted Stock Award for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K dated January 18, 2012, File No. 1-12387).
+10.40	—	Form of Non-Qualified Stock Option Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K dated January 18, 2012, File No. 1-12387).
+10.41	—	Letter Agreement between Tenneco Inc. and Gregg M. Sherrill (incorporated herein by reference to Exhibit 99.2 of the registrant's Current Report on Form 8-K dated as of January 5, 2007. File No. 1-12387).

129

Exhibit Number		Description
+10.42	—	Letter Agreement between Tenneco Inc. and Gregg M. Sherrill, dated as of January 15, 2007 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated as of January 15, 2007, File No. 1-12387).
+10.43	—	Code Section 409A Amendment to Letter Agreement between the registrant and Gregg M. Sherrill (incorporated herein by reference to Exhibit 10.74 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
+10.44	—	General Manager Service Contract, dated as of March 1, 2007, between Heinrich Gillet GmbH and Josep Fornos (incorporated herein by reference from Exhibit 10.87 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-12387).
+10.45	—	Letter of Understanding, dated as of January 2012, between Tenneco Inc. and Josep Fornos.
10.46	—	Third Amended and Restated Receivables Purchase Agreement, dated as of March 26, 2010, among Tenneco Automotive RSA Company, as Seller, Tenneco Automotive Operating Company Inc., as Servicer, Falcon Asset Securitization Company LLC and Liberty Street Funding LLC, as Conduits, the Committed Purchasers from time to time party thereto, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Co-Agents and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated as of March 26, 2010, File No. 1-12387).
10.47	—	Intercreditor Agreement, dated as of March 26, 2010, among Tenneco Automotive RSA Company, Tenneco Automotive Operating Company Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K dated as of March 26, 2010, File No. 1-12387).
10.48	—	Omnibus Amendment No. 4, dated as of March 26, 2010, to Receivables Sale Agreements, as amended (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K dated as of March 26, 2010, File No. 1-12387).
10.49	—	SLOT Receivables Purchase Agreement, dated as of March 26, 2010, among Tenneco Automotive RSA Company, as Seller, Tenneco Automotive Operating Company Inc., as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT Agent (incorporated herein by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K dated as of March 26, 2010, File No. 1-12387).
10.50	—	Fourth Amended and Restated Performance Undertaking, dated as of March 26, 2010, by the registrant in favor of Tenneco Automotive RSA Company (incorporated herein by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K dated as of March 26, 2010, File No. 1-12387).
10.51	—	Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2011, among Tenneco Automotive RSA Company, as Seller, Tenneco Automotive Operating Company Inc., as Servicer, Falcon Asset Securitization Company LLC and Liberty Street Funding LLC, as Conduits, the Committed Purchasers from time to time party thereto, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Co-Agents and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference from Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated as of March 29, 2011, File No. 1-12387).
10.52	—	Amendment No. 1 to SLOT Receivables Purchase Agreement, dated as of March 25, 2011, among Tenneco Automotive RSA Company, as Seller, Tenneco Automotive Operating Company Inc. as Servicer, and Wells Fargo Bank, N.A., individually and as SLOT Agent (incorporated herein by reference from Exhibit 10.2 of the registrant’s Current Report on Form 8-K dated as of March 29, 2011, File No. 1-12387).
10.53	—	Amendment No. 2 to Third Amended and Restated Receivables Purchase Agreement, dated as of March 23, 2012 (incorporated herein by reference from Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated as of March 26, 2012, File No. 1-12387).
10.54	—	Amendment No. 2 to SLOT Receivables Purchase Agreement, dated as of March 23, 2012 (incorporated herein by reference from Exhibit 10.2 of the registrant’s Current Report on Form 8-K dated as of March 26, 2012, File No. 1-12387).
10.55	—	Omnibus Amendment No. 5 to Receivables Sale Agreements and Amendment No. 3 to Third Amended and Restated Receivables Purchase Agreement, dated March 22, 2013 (incorporated herein by reference from Exhibit 10.1 of the registrant’s Current Report on Form 8-K dated as of March 22, 2013, File No. 1-12387).
10.56	—	Amendment No. 3 to SLOT Receivables Purchase Agreement, dated as of March 22, 2013 (incorporated herein by reference from Exhibit 10.2 of the registrant’s Current Report on Form 8-K dated as of March 22, 2013, File No. 1-12387).
10.57	—	Amendment No. 4 to SLOT Receivables Purchase Agreement, dated May 22, 2013 (incorporated herein by reference from Exhibit 10.41of the registrant’s Current Report on Form 8-K dated as of May 28, 2013, File No. 1-12387).

130

Exhibit Number		Description
+10.58	—	Tenneco Inc. Executive Bonus Plan (incorporated herein by reference from Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated as of January 15, 2014, File No. 1-12387).
+10.59	—	Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (effective March 18, 2013) (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2013).
+10.60	—	Form of Restricted Stock Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013) (incorporated herein by reference from Exhibit 10.3 of the registrant’s Current Report on Form 8-K dated as of May 21, 2013, File No. 1-12387).
+10.61	—	Form of Stock Option Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013) (incorporated herein by reference from Exhibit 10.4 of the registrant’s Current Report on Form 8-K dated as of May 21, 2013, File No. 1-12387).
+10.62	—	Form of Tenneco Inc. Long-Term Performance Unit Award Agreement under Tenneco Inc. 2006 Long-Term Incentive Plan (grants after January 14, 2014) (incorporated herein by reference from Exhibit 99.2 of the registrant’s Current Report on Form 8-K dated as of January 15, 2014, File No. 1-12387).
10.63	—	Amendment No. 4 to Third Amended and Restated Receivables Purchase Agreement, dated as of March 21, 2014 (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K dated March 21, 2014, File No. 1-12387).
10.64	—	Amendment No. 5 to SLOT Receivables Purchase Agreement, dated March 21, 2014 (incorporated herein by reference to Exhibit 10.2 of the registrant's Current Report on Form 8-K dated March 21, 2014, File No. 1-12387).
*+10.65	—	Agreement and General Release between Tenneco Automotive Operating Company Inc. and Neal Yanos dated December 3, 2014.
*+10.66	—	Retirement Agreement and General Release between Tenneco Automotive Operating Company Inc. and Hari Nair dated December 30, 2014.
*+10.67	—	Offer Letter to Brian J. Kesseler dated January 6, 2015.
+10.68	—	Letter Agreement dated July 27, 2000 between the registrant and Timothy E. Jackson (incorporated herein by reference to Exhibit 10.27 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10.69	—	Letter Agreement dated January 5, 2007 between the registrant and Timothy E. Jackson (incorporated herein by reference to Exhibit 10.69 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-12387).
+10.70	—	Code Section 409A Amendment to Letter Agreement between the registrant and Timothy E. Jackson (incorporated herein by reference to Exhibit 10.76 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
*+10.71	—	Form of Restricted Stock Award for Brian J. Kesseler (January 2015 replacement grant) under Tenneco Inc. 2006 Long-Term Incentive Plan.
11	—	None.
*12	—	Computation of Ratio of Earnings to Fixed Charges.
13	—	None.
14	—	Tenneco Inc. Code of Ethical Conduct for Financial Managers (incorporated herein by reference from Exhibit 99.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-12387).
16	—	None.
18	—	None.
*21	—	List of Subsidiaries of Tenneco Inc.
22	—	None.
*23.1	—	Consent of PricewaterhouseCoopers LLP.
*24.1	—	Powers of Attorney.
*31.1	—	Certification of Gregg M. Sherrill under Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	—	Certification of Kenneth R. Trammell under Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	—	Certification of Gregg M. Sherrill and Kenneth R. Trammell under Section 906 of the Sarbanes-Oxley Act of 2002.
33	—	None.
34	—	None.

131

Exhibit Number		Description
35	—	None.
99	—	None.
100	—	None.
101	—	None.
*101.INS	—	XBRL Instance Document.
*101.SCH	—	XBRL Taxonomy Extension Schema Document.
*101.CAL	—	XBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEF	—	XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB	—	XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	—	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

+ Indicates a management contract or compensatory plan or arrangement.

132

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TENNECO INC.
By	/S/    GREGG M. SHERRILL
	Gregg M. Sherrill
	Chairman and Chief Executive Officer

Date: February 25, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed by the following persons in the capacities indicated on February 25, 2015.

Signature		Title
/S/    GREGG M. SHERRILL		Chairman and Chief Executive Officer and Director (principal executive officer)
Gregg M. Sherrill
/S/    KENNETH R. TRAMMELL		Executive Vice President and Chief Financial Officer (principal financial officer)
Kenneth R. Trammell
*		Vice President and Controller (principal accounting officer)
Paul D. Novas
*		Director
Thomas C. Freyman
*		Director
Dennis J. Letham
*		Director
James S. Metcalf
*		Director
Roger B. Porter
*		Director
David B. Price, Jr.
*		Director
Paul T. Stecko
*		Director
Jane L. Warner
*BY:	/S/    KENNETH R. TRAMMELL
	Kenneth R. Trammell Attorney in fact

133

EX-10.65

EXHIBIT 10.65

AGREEMENT AND GENERAL RELEASE

The parties to this Agreement and General Release, (the "Agreement"), entered into this 3^rd day of December, 2014 are Neal A. Yanos ("Employee") and Tenneco Automotive Operating Company Inc. ("Tenneco" or “Employer”), a Delaware corporation and a subsidiary corporation of Tenneco Inc., sometimes referred to collectively as the "parties."

In consideration of the promises, mutual covenants and agreements contained in this Agreement, Employee and Employer agree as follows:

1.Effective November 30, 2014 (the "Termination Date"), Employee shall be terminated from employment by Employer and from any and all offices and positions Employee holds with Tenneco, its parent, direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization, including without limitation, whenever applicable Tenneco Inc. and Tenneco Automotive Operating Company Inc. (the "Employer Entities").

2.Subject to the condition that Employee has not revoked any portion of this Agreement during the seven day revocation period described below, Employer shall make the payments, subject to any and all applicable withholding and other employment taxes, and provide the benefits that are set forth in Schedule A attached to this Agreement. Employee acknowledges and agrees that the payments and benefits specified in this Agreement, including Schedule A, are in full and complete satisfaction of any and all liabilities or obligations Employer has or may have to Employee, including but not limited to any and all Employer obligations to Employee for salary, severance pay, bonuses, holiday pay, vacation pay, stock options, medical insurance, dental insurance, life insurance, any other benefits, and any other claims for payment not specifically mentioned in this Agreement, and that the payments and benefits specified in this Agreement, including Schedule A, exceed in value any payments and benefits to which Employee may be already entitled. Employee also acknowledges that he was not legally entitled to all of the payments set forth in Schedule A prior to the execution of this Agreement and would not have been entitled to all of the payments set forth in Schedule A but for the execution of this Agreement.

Notwithstanding any other provision of this Agreement, the Employee, and Employee’s beneficiaries and dependents as applicable, shall retain entitlement to: (i) any and all benefits to which Employee is entitled under the terms of any plan maintained or contributed to by an Employer Entity which is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code”); (ii) any continuation of health or medical coverage at the Employee's, beneficiary's or dependent's expense, to the extent required by the relevant provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985; (iii) reimbursement for business expenses properly incurred by Employee on behalf of Employer and timely submitted to Employer with proper supporting documentation no later than 20 days before the Termination Date (iv) indemnification pursuant to terms of the Company’s by-laws and coverage under insurance policies issued to Company to the extent that such policies are applicable.

3.(a) Employee acknowledges that the Employer Entities' business and services are highly specialized and that the following information is not generally known, is highly confidential and constitutes trade secrets: proprietary technical and business information relating to any Employer Entity's plans, analysis or strategies concerning international or domestic acquisitions, possible acquisitions or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information; manufacturing processes; installation, service and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of the Employer Entities' services and products, including components and parts thereof; non-public information acquired by Employee concerning the requirements and specifications of any

Employer Entity's agents, vendors, contractors, customers and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; any other information which is sufficiently secret to derive economic value from not being generally known.

(b)Employee shall maintain in the strictest confidence and will not, directly or indirectly, use, intentionally or inadvertently publish or otherwise disclose to any person or entity, any trade secrets, or any confidential, proprietary or other non-public information of or belonging to any Employer Entity or any agent, joint venturer, contractor, customer, vendor or supplier of any Employer Entity (collectively, the "Confidential Information"), regardless of its form without the prior written explicit consent of the General Counsel of Tenneco Inc. Employee shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Employee's obligations under this Agreement with respect to Confidential Information shall extend for the period that such information is not generally known outside any of the Employer Entities for reasons other than disclosure or disclosures made by or on behalf of Employee. Should Employee be served with legal process seeking to compel disclosure of any such information, Employee shall notify the General Counsel of Employer immediately.

(c)Employee further acknowledges that Employer and Employer Entities expend significant resources to develop and maintain their customers and train their employees, that these customer and employment relationships are long-standing and have been developed and maintained over a period of many years, that the Employer Entities alone placed Employee in a position to interact with their long-standing clients and employees, and that the Employer Entities would be irreparably harmed if their customer and employment relationships were destroyed or tampered with because such relationships are a significant asset of the Employer Entities.

(d)Employee further acknowledges that Employee inevitably would disclose Confidential Information, including trade secret information, should Employee serve as director, officer, manager, supervisor, consultant, independent contractor, owner of greater than 1% of the stock, representative, agent, or employee (where Employee's duties as an employee would involve any level of strategic, advisory, technical, creative, marketing, sales, or other similar input) for any competitor of Employer or any other Employer Entity involved in the vehicle or vehicle parts businesses in the areas of exhaust or ride control.

(e)In light of Employee's acknowledgments regarding Confidential Information, customer relationships, and inevitable disclosure set forth above, and as additional consideration in return for the payments and benefits described in Paragraph 2 of this Agreement, including Schedule A, Employee agrees that, for a period of 12 months following the Termination Date:

(1)Employee shall not, without Employer's express, written consent (to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer’s sole discretion), directly or indirectly, whether individually or for or on behalf of any other individual, business, or entity, serve as director, officer, manager, supervisor, or shareholder (of other than a passive investment of less than 1% of the individual's, business', or entity's outstanding publicly-traded stock), consultant, independent contractor, representative, agent, or employee (where Employee's duties would include any level of strategic, advisory, technical, creative, marketing, sales, or other similar input) for any individual, business, or other entity that manufactures, markets, sells, supplies, or distributes vehicle parts in the areas of exhaust or ride control, or any other products which perform the same or similar function as those manufactured, marketed, sold, supplied, or distributed by Employer Entities in the vehicle or vehicle parts businesses ("Products"), in any market in which Employer or any Employer Entity manufactures, markets, sells, supplies, or distributes such Products as of the Termination Date or as of any time within the twelve-month period preceding the Termination Date. Notwithstanding the foregoing, if Employee is considering employment with an entity having business interests in the Products but such employment would be for a non-competing division or segment of

the entity’s organization and in a capacity that would not violate the terms of this Paragraph 3(e)(1), Employee shall provide reasonable notice of Employee’s opportunity to the General Counsel of Employer. Employer shall not unreasonably withhold its consent to such non-competing employment;

(2)Employee shall not, in any capacity, whether on Employee’s behalf or on behalf of any other individual, business or entity, for purposes of selling, marketing, or attempting to sell or market any Product, solicit any customer of any Employer Entity with or for whom Employee had contact, communication, or other interaction of any kind, at any point during the 24 months preceding the Termination Date;

(3) Employee shall refrain from contacting any employee of any Employer Entity for purposes of recruiting or placing such individual with another employer or influencing such individual to terminate employment with any Employer Entity;

(4)In the event that an employee of an Employer Entity contacts Employee in contemplation or for the purpose of seeking employment with another employer or terminating employment with such Employer Entity, Employee shall not enter into any discussions with such employee regarding that matter without prior written approval of Employer, to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer’s sole discretion; and

(5)Furthermore, Employee may not directly or indirectly extend an offer of employment or cause an offer of employment to be extended to an employee or a person who within the 90 days preceding the extension of such offer was an employee of an Employer Entity without the prior written approval of Employer, to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer's sole discretion.

(f)The running of the time periods applicable in Paragraph 3(e) hereof shall be suspended during the period of any violation of these provisions by the Employee.

(g)Employee acknowledges that the duration and scope of each of the above restrictions and limitations (including, but not limited to, the time periods, geographic, and customer scopes of restriction) are fair, reasonable, and necessary to protect the Employer Entities' legitimate protectable interests, including their interests in Confidential Information and customer and employee relationships set forth above. Further, Employee agrees to waive any claim to contest the reasonableness of such restrictions or the legitimacy of the Employer Entities’ interests. Employee also acknowledges that the above restrictions and obligations will not prevent Employee from earning a livelihood or obtaining gainful employment.

(h)All duties and obligations set forth in Paragraph 3 of this Agreement shall be in addition to those which exist under statute and at common law and shall not negate but shall be in addition to or coextensive with those obligations arising under any agreements or documents executed by Employee during Employee’s employment with Employer.

4.Employee agrees to turn over to Employer on the date of this Agreement all expense reports, notes, memoranda, records, documents, Employer manuals, credit cards, pass keys, computers, computer media, tablets, cellphones, office equipment, sales records and data, and all other information or property, no matter how produced, reproduced or maintained, which is in Employee’s possession, or is used in or pertaining to the business of Employer or any Employer Entity, including but not limited to lists of customers, prices, marketing plans, and other confidential materials or information obtained by Employee in the course of Employee’s employment.

5.Employer will make disclosures related to this Agreement that are consistent with Employer’s obligations under the securities laws or other applicable law. Except as otherwise required by law or by a court of competent jurisdiction, Employee agrees never to disclose or discuss the terms, conditions and amounts set forth in this Agreement or the discussions and negotiations that preceded it, except to Employee’s spouse, attorneys and financial advisors (collectively, the "Employee Affiliates") as necessary for the Employee Affiliates to assist Employee; provided, however, that Employee agrees that prior to any disclosure to an Employee Affiliate, Employee shall inform such Employee Affiliate

of the confidential nature of the Agreement and the discussions and negotiations that preceded it; and provided, further, that Employee agrees that the Agreement and the discussions and negotiations that preceded it will be kept confidential by each of the Employee Affiliates except as required by law or a court of competent jurisdiction.

6.Employee agrees that neither he, nor any Employee Affiliate, nor anyone else on their behalf, will disparage, defame, or demean Employer or any other Employer Entity, or any of their directors, officers, employees, attorneys or agents. Employee further agrees that neither he, nor any Employee Affiliate, nor anyone else on their behalf will take any other action which is intended to, or should be reasonably expected to, harm any Employer Entity or its reputation, or to otherwise lead to unfavorable or unwanted publicity for any Employer Entity or any of their directors, officers, employees, attorneys or agents. Employer Entities and their directors, officers and attorneys likewise agree not to disparage, defame, or demean Employee. Employer Entities and their directors, officers and attorneys further agree that they will not take any action for the purpose of harming Employee or his reputation or for the purpose of otherwise leading to unfavorable or unwanted publicity for Employee.

7.By signing this Agreement, Employee reaffirms that he has provided complete and truthful information, to the best of his knowledge, information and belief , in response to all inquiries (the “Inquiries”) made by Employer and any investigating authorities in connection with any governmental investigation of or litigation involving any Employer Entities. By signing this Agreement, Employee further affirms that he has, to the best of his knowledge, information and belief , disclosed to the General Counsel of Tenneco Inc. any and all concerns he may have had arising from or related to his employment regarding potential material violations of applicable law and/or Employer’s Code of Conduct. Employee agrees that if it is later determined that he knowingly provided materially misleading or untruthful information in response to any such Inquiries or knowingly failed to disclose during his employment any potential material violations of applicable law or Employer’s Code of Conduct of which he was aware, he will be immediately obligated to repay to Employer his entire severance benefit set forth in Paragraph 2 of this Agreement, including Schedule A.

8.Following the Termination Date, Employee will continue to cooperate with Employer Entities and promptly provide thorough and accurate information and testimony voluntarily to or on behalf of any Employer Entity, regarding any investigation, or threatened or actual legal proceeding, by or against any Employer Entity or by any government agency, but agrees not to disclose or to discuss with anyone who is not directing or assisting in any Employer Entity investigation or case, other than Employee’s attorney, the fact of or the subject matter of any investigation, except as required by law. Any Employer Entity requesting information will attempt to work with Employee to arrange times that reasonably accommodate Employee, and such Employer Entity will reimburse Employee for reasonable commuting, parking or other similar expenses expended as a result of Employee’s cooperation.

9.EMPLOYEE HEREBY RELEASES, FOREVER DISCHARGES ANY EMPLOYER ENTITY AS DEFINED IN PARAGRAPH 1 HEREOF, ANY PREDECESSOR, SUCCESSOR, JOINT VENTURE AND PARENT OF ANY EMPLOYER ENTITY, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, DIRECTORS, PARTNERS, INSURERS, AGENTS, ATTORNEYS, EMPLOYEES, TRUSTEES, ADMINISTRATORS AND FIDUCIARIES (ALL COLLECTIVELY, THE "RELEASED PARTIES"), FROM ANY AND ALL MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, AGREEMENTS, PROMISES, DEBTS, LAWSUITS, LIABILITIES, RIGHTS, DUES, CONTROVERSIES, COSTS, EXPENSES AND FEES (COLLECTIVELY, "CLAIMS"), WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, CHOATE OR INCHOATE, MATURED OR UNMATURED, CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNACCRUED, ASSERTED OR UNASSERTED, FROM THE BEGINNING OF TIME UP TO THE DATE EMPLOYEE EXECUTES THIS AGREEMENT, EXCEPTFOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF

THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER PARAGRAPH 2 OF THIS AGREEMENT. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST, INCLUDING, IF EMPLOYEE LIVES IN CALIFORNIA, ANY BENEFIT UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH STATES AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT OR AS EXCLUDED UNDER PARAGRAPH 2 OF THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT EXTINGUISHES ALL CLAIMS AGAINST ANY RELEASED PARTY. EMPLOYEE IS NOT, HOWEVER, WAIVING ANY RIGHT OR CLAIM THAT MAY ARISE AFTER THE DATE THIS AGREEMENT IS EXECUTED.

10.Without in any way limiting the generality of the foregoing, this Agreement constitutes a full release and disclaimer of any and all Claims arising out of or relating in any way to Employee's employment, continued employment, retirement, resignation, or termination of employment with Employer, whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), the Family and Medical Leave Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, and any county, municipal, and any other federal, state or local statute, ordinance or regulation, all as may be amended from time to time, or common law claims or causes of action relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys' fees and costs, and all claims for salary, bonus, vacation pay, and reimbursement of expenses, except as provided in this Agreement.

11.To the fullest extent legally permitted, Employee has specifically waived Employee’s right to any monetary recovery or injunctive relief in any lawsuit, including the right to any monetary recovery or injunctive relief in any lawsuit brought by any agency, entity or person on Employee’s behalf, with respect to any claims released herein. Employee understands and agrees that by signing this Agreement, Employee does not waive future claims or the right to file against the Employer a charge with or participate in any investigation by the EEOC or any comparable federal, state or local agency. However, Employee waives and releases, to the fullest extent legally permissible, all entitlement to any form of personal relief arising from a charge Employee or others may file. Employee understands that this waiver and release of personal relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Employer agrees and acknowledges that Employee does not waive or release any claims or other matters that, by operation of law, Employee cannot waive or release unilaterally. The provisions of this Agreement, neither in isolation nor in combination, should be construed to interfere with the Employee’s right to file charges with the EEOC or otherwise communicate or cooperate with the agency, notwithstanding the waiver of monetary and other relief. Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein.

12.Employee acknowledges that any employment or contractual relationship between Employee and Employer will terminate by virtue of this Agreement, and that Employee has no future employment or contractual relationship with Employer other than the contractual relationship created

by this Agreement. In consideration of this Agreement, Employee hereby waives any and all employment rights that Employee now has with Employer or any Employer Entity, except as otherwise expressly provided in this Agreement. Employee agrees not to seek reinstatement, reemployment, or future employment as a new employee, and no Employer Entity has an obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or recall or reinstate Employee in the future, with Employer or any Employer Entity.

13.This Agreement shall be binding upon and inure to the benefit of Employer and its successors and assigns, and Employee and Employee’s heirs, administrators, and executors, and any legal representative of the parties and, any other persons or entities claiming through the Parties. This Agreement is not assignable by Employee.

14.Employee warrants that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that Employee is entering into this Agreement without any threat or coercion and without reliance on any statement or representation made on behalf of any Employer Entity or by any person employed by or representing any Employer Entity, except for the written provisions and promises contained in this Agreement.

15.This Agreement constitutes the entire agreement and understanding between the parties with regard to all matters, including but not limited to Employee's employment, termination, payments owed to Employee and the other subject matters addressed in this Agreement, and supersedes and replaces all prior commitments, negotiations and agreements proposed or otherwise, whether written or oral, concerning the subject matters contained in this Agreement, EXCEPT any plans or policies of Employer or Employer Entities which govern the pension and health benefits, stock options or expense reimbursement referenced in Paragraph 2 of and Schedule A to this Agreement, or restrictive covenant agreements referenced in and to be enforced in accordance with Paragraph 3(h) of this Agreement. This Agreement is an integrated document and the consideration stated in it is the sole consideration for this Agreement.

16.The parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. It is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available in the case of a breach of this Agreement. It is also agreed that, in addition to any other remedies, in the event of a material breach of this Agreement by Employee or an Employee Affiliate, Employer may withhold and retain all or any portion of the Payment, except this withholding/retention provision shall not apply to any claim under the ADEA or the OWBPA to the extent required by law. Employer agrees to act reasonably in the exercise of its rights pursuant to this Paragraph 16.

17.In the event of litigation in connection with or concerning the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs and expenses of litigation incurred by it, including such party's reasonable attorneys' fees.

18.If any provision, paragraph, subsection or other portion of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in whole or in part, and such determination shall become final, such provision or portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portion of this Agreement enforceable. This Agreement as thus amended shall be enforced so as to give effect to the intention of the parties insofar as that is possible. In addition, the parties hereby expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extent necessary to comply with existing law and to enforce this Agreement as modified.

19.Nothing in this Agreement shall be construed as an admission of any wrongdoing by any person or entity.

20.This Agreement shall be deemed to have been executed and delivered within the State of Illinois and the rights and obligations of the parties shall be construed and enforced in accordance

with, and governed by, the laws of the State of Illinois without regard to that state's rules regarding conflict of laws.

21.The parties agree that any dispute relating to this Agreement or Employee's employment with Employer or the termination thereof shall be exclusively submitted by the parties to, and decided by, the courts in Chicago, Illinois. Employee voluntarily and willingly subjects himself to the personal jurisdiction of the state and federal courts located in Chicago, Illinois, for any and all disputes related to this Agreement. Employee waives any objection that Employee may have to the venue or jurisdiction of any such dispute in any such court, and agrees neither to object to venue in such court nor to assert that the dispute was brought in an inconvenient court. Employee also agrees to waive any requirement of personal service in any such dispute, and agrees that service of process in any such dispute may be effectuated by mailing a copy of such process to Employee at the address provided underneath Employee’s signature block on this Agreement.

22.The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any of the parties.

23.The parties acknowledge that Employee shall have the right to revoke and cancel this Agreement if Employee, at any time within the seven calendar days following its execution, revokes it. If Employee desires to revoke and cancel this Agreement, Employee must do so in writing and return this document to the General Counsel of Tenneco Inc., within seven calendar days after Employee executes this Agreement, and all terms of the Agreement shall be void and of no effect. If this Agreement is canceled and revoked by Employee, Employer shall have no obligations under this Agreement. If Employee works or lives in Minnesota, the revocation period is extended to the fifteenth calendar day after Employee executes this Agreement.

24.The parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Agreement that are not inconsistent with its terms.

Employee has been hereby advised in writing and encouraged by Employer to consult with an attorney before signing this Agreement and that Employee has at least 21 days to consider it. Employee has carefully read and fully understands this Agreement, has had sufficient time to consider it, has had an opportunity to ask questions and have it explained, and is entering into this Agreement freely and voluntarily, with an understanding that the general release will have the effect of waiving any action or recovery Employee might pursue for any claims arising on or prior to the date of the execution of this Agreement. Employee was given this Agreement on Wednesday, October 22, 2014 and had until Tuesday, November 25, 2014, a period in excess of 21 days, to consider it.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

Tenneco Automotive Operating Company

Inc.

By: /s/ Gregg A. Bolt

Gregg A. Bolt

Dated: December 3, 2014

Its:Senior Vice President,

Global Human Resources and Administration

/s/ Neal A. Yanos

Neal A. Yanos

9118 Secor Road

Temperance, Michigan 48182

Dated: November 25, 2014

Schedule A

to

Agreement and General Release

Unless the Agreement and General Release to which this Schedule is attached (the “Agreement”) is revoked by Employee in accordance with Paragraph 23 thereof, Employer shall make Payments pursuant to Paragraph 2 of the Agreement and as set forth below (subject to applicable federal and state requirements regarding withholding and other taxes), and Employee shall be entitled to receive other benefits as set forth below.

1.Severance Payments. Employer shall pay Employee the gross amount of

$492,300 as severance pay, payable in increments of $20,512.50 occurring twice per month commencing in the Employer’s payroll period following the date that this Agreement becomes irrevocable by the Employee and terminating on the later of November 30, 2015 and the date on which payment in full of the severance amount is made to Employee.

2.Salary. Through the Termination date, Employer shall continue to pay Employee a salary at his current base rate of $41,025 per month. Employee has been paid all accrued, but unused vacation that is owed to him through the Termination Date.

3.Bonus Compensation. Employee shall be paid (a) the balance of his bonus bank in the amount of $3,564 and (b) ninety percent (90%) of the bonus Employee would have received pursuant to the Tenneco Inc. Executive Bonus Plan for 2014 performance if Employee were on Employer’s payroll as of the date such bonus payments are disbursed in the ordinary course of Employer’s business. These amounts shall be paid in February or March 2015 on or about the same date on which bonus payments are disbursed to then-current employees of Employer. All other bonus compensation for which Employee may be eligible is forfeited.

4.Long-Term Incentive Compensation.

a. Long-Term Performance Units (“LTPUs”). LTPUs that are scheduled to vest in January 2015 for the performance period of 2012-2014 shall fully vest as of November 30, 2014. The amount earned and awarded shall be paid in in accordance with the LTPU award Agreement on or about the same date on which such payments are disbursed to then-current employees of Employer. All other Long-Term Performance Units shall be forfeited as of the Termination Date.

b. Stock Options. Stock options granted to Employee that are scheduled to vest in January 2015, as set forth on the attached Schedule A(i), shall vest fully as of November 30, 2014. Employee shall have until ninety (90) days from the Termination Date or the date on which this Agreement becomes irrevocable by the Employee, whichever is later, to exercise Employee’s rights in all vested stock options (including those listed on Schedule A(i), after which time Employee’s rights in such stock options shall be forfeited by the Employee. All unvested stock options granted to Employee shall be forfeited as of the Termination Date.

c. Restricted Stock. Restricted stock awarded to Employee that is scheduled to vest in January 2015, as set forth on the attached Schedule A(ii), shall vest fully as of November 30, 2014. All other unvested restricted stock awarded to Employee shall be forfeited as of the Termination Date.

5.Welfare Benefits. For the duration of payments to be made in Paragraph 1 of this Schedule A, Employer will permit Employee and Employee’s eligible dependents to continue to participate in the Employer’s medical and dental benefits, subject to the rules applicable to active salaried employees, including without limitation, changes to benefit design and the participant’s share of costs from time to time. Employee and Employee’s dependents will be eligible to elect continued medical and dental coverage under the Employer’s plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), effective on the date Employee’s

participation in Employer’s plans specified in the preceding sentence ends, subject to the rules of COBRA and the Employer’s plans as then in effect, which plans may be amended from time to time at the Employer’s sole discretion.

Note:If you wish to continue your current life insurance benefits, you may choose either to port your coverage to another group term life insurance policy or to convert your coverage to an individual policy. Some restrictions apply. In either case, you must apply for coverage and pay premiums within thirty-one (31) days after the date your Tenneco life insurance coverage ends. If you fail to do so, you will lose your right to continue life insurance coverage. For more information regarding your life insurance continuation options and how to elect to convert or port your coverage, call MetLife @ 877-275-6387.

6.Outplacement Services. On or about March 31, 2015, Employer will provide Employee a lump-sum payment of $25,000 for outplacement services.

7.Additional Lump Sum Payment. On January 1, 2016, Employer will provide Employee a lump-sum payment of $47,336.54.

8.Tenneco Inc. Excess Benefit Plan and Tenneco Inc. Supplemental Retirement Plan. In accordance with respective plan provisions, Employee will be eligible to receive payments from the Tenneco Inc. Excess Benefit Plan and the Tenneco Inc. Supplemental Retirement Plan.

Schedule A(i)

Non-Qualified Stock Options

Grant Date	Total Unvested Stock Options as of 10/22/14	Next Regularly Occurring Vesting Date	Accelerated Vested Stock Options	Unvested And Forfeited
1/18/2012	6,293	1/18/2015	6,293	0
1/16/2013	10,840	1/16/2015	5,420	5,420
1/15/2014	10,143	1/15/2015	3,381	6,762

Schedule A(ii)

Restricted Stock Awards

Grant Date	Total Unvested Restricted Shares as of 10/22/14	Next Regularly Occurring Vesting Date	Accelerated Vested Restricted Shares	Unvested  And  Forfeited
1/18/2012	3894	1/18/2015	3,894	0
1/16/2013	6286	1/16/2015	3,143	3,143
1/15/2014	5934	1/15/2015	1,978	3,956

EX-10.66

EXHIBIT 10.66

RETIREMENT AGREEMENT AND GENERAL RELEASE

The parties to this Retirement Agreement and General Release, (the “Agreement”), entered into this 30^th day of December 2014 are Hari Nair (“Employee”), Tenneco Automotive Operating Company Inc. (“Tenneco” or “Employer”), a Delaware corporation and a subsidiary corporation of Tenneco Inc., and Tenneco Inc., collectively referred to as the “Parties.” References to the employment agreement by and between Employee and Tenneco, Inc., dated June 1, 2001, as amended on June 5, 2007 and December 2008, shall be referred to herein as the “Employment Agreement.”

WHEREAS, Employee has notified Tenneco of his intention to retire; and

WHEREAS, the Parties agree that, following such retirement, Employee would receive certain compensation in exchange for the covenants and agreements contained herein.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements contained in this Agreement, Employee and Employer agree as follows:

1.Retirement Date. Effective March 31, 2015 (the “Retirement Date”), Employee shall voluntarily terminate employment by retiring and voluntarily cease to hold any and all offices and positions with Tenneco, its parent, direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization, including without limitation, whenever applicable, Tenneco Inc. and Tenneco Automotive Operating Company Inc. (the “Employer Entities”). Notwithstanding the foregoing, Employee shall retire from the Board of Directors of Tenneco Inc. effective January 6, 2015.

2.Retirement Pay. Subject to the condition that Employee has not revoked any portion of this Agreement during the Revocation Period (as defined below) and subject to Employee’s compliance with this Agreement, Employer agrees to make the payments, subject to any and all applicable withholding and other employment taxes, and provide the benefits that are set forth in Schedule A attached to this Agreement (collectively, the “Retirement Pay”). Employee acknowledges and agrees that the payments and benefits specified in this Agreement, including Schedule A, are in full and complete satisfaction of any and all liabilities or obligations the Employer Entities have or may have to Employee, including but not limited to any and all obligations to Employee under the Employment Agreement or otherwise with respect to salary, bonuses, holiday pay, vacation pay, stock options, medical insurance, dental insurance, life insurance, any other benefits, and any other claims for payment not specifically mentioned in this Agreement, and that the payments and benefits specified in this Agreement, including Schedule A, exceed in value any payments and benefits to which Employee may be already entitled. The Parties further agree that Employee is not entitled to severance benefits under the Employment Agreement or otherwise, and the payments and benefits provided in this Agreement and Schedule A are provided by the Employer Entities solely under this Agreement on the Employer Entities’ own accord, subject to Employee’s compliance with the terms herein. Employee also acknowledges that he was not legally entitled to all of the payments set forth in Schedule A prior to the execution of this Agreement, would not have been entitled to all of the payments set forth in Schedule A but for the execution of this Agreement and will not receive the Retirement Pay unless Employee executes and does not revoke this Agreement.

Notwithstanding any other provision of this Agreement, Employee, and Employee’s beneficiaries and dependents as applicable, shall retain entitlement to: (i) any and all benefits to which Employee is entitled under applicable law, including any accrued but unused vacation time in accordance with the Employer Entities’ policy, and other accrued and vested payments and benefits to which Employee is entitled under the terms of any applicable compensation arrangement or plan maintained or contributed to by an Employer Entity which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended; (ii) any continuation of health or medical coverage at Employee’s, beneficiary’s

or dependent’s expense, to the extent required by the relevant provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and subject to Employee’s timely election of, and continued eligibility for, COBRA coverage; (iii) reimbursement for business expenses properly incurred by Employee on behalf of Employer and timely submitted to Employer with proper supporting documentation no later than twenty (20) days before the Retirement Date and, in any event, in compliance with the section of the Employment Agreement captioned “Reimbursements and In-kind Benefits” and (iv) indemnification pursuant to terms of Employer’s by-laws and coverage under insurance policies issued to Employer, to the extent that such policies are applicable.

3.Tax Preparation Fees. Employer will procure (at its sole expense) the services of KPMG to prepare Employee’s personal tax returns for tax year 2014.

4.Confidentiality; Non-Competition; Non-Solicitation.

(a)Employee acknowledges that the Employer Entities’ business and services are highly specialized and that the following information which he does have or has had access to is not generally known, is highly confidential and constitutes trade secrets: proprietary technical and business information relating to any Employer Entity’s plans, analysis or strategies concerning international or domestic acquisitions, possible acquisitions or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information; manufacturing processes; installation, service and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of the Employer Entities’ services and products, including components and parts thereof; non-public information acquired by Employee concerning the requirements and specifications of any Employer Entity’s agents, vendors, contractors, customers and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; any other information which is sufficiently secret to derive economic value from not being generally known.

(b)Prior to, and at any time on or after the Retirement Date, Employee shall maintain in the strictest confidence and will not, directly or indirectly, use, intentionally or inadvertently publish or otherwise disclose to any third party person or entity, any trade secrets, or any confidential, proprietary or other non-public information of or belonging to any Employer Entity or any agent, joint venturer, contractor, customer, vendor or supplier of any Employer Entity (collectively, the “Confidential Information”), regardless of its form, without the prior written explicit consent of the General Counsel of Tenneco Inc. Employee shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Employee; (ii) was known to Employee prior to the commencement of Employee’s employment by the Employer Entities; (iii) becomes publicly known or available to the public subsequent to disclosure to Employee through no breach of the Employee or any representative of Employee; or (iv) Employee is required to disclose by applicable law, regulation or legal process. Notwithstanding the foregoing, should Employee be served with legal process seeking to compel disclosure of any such information, Employee shall notify the General Counsel of Employer immediately and shall cooperate with Employer at its expense in seeking a protective order or other appropriate protection of such information.

(c)Employee further acknowledges that (i) Employer and Employer Entities expend significant resources to develop and maintain their customers and train their employees, that these customer and employment relationships are long-standing and have been developed and maintained over a period of many years, that the Employer Entities alone placed Employee in a position to interact with their long-standing clients and employees, and that the Employer Entities would be irreparably harmed if their customer and employment relationships were destroyed or tampered with because such relationships are a significant asset of the Employer Entities, (ii) Employee performed services of a unique nature for Employer that will be irreplaceable, and that Employee’s performance of such services to a competing business will result in irreparable harm to the Employer Entities, (iii) Employee has had access to

Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Employer Entities, and (iv) Employee generated goodwill for the Employer Entities in the course of Employee’s employment.

(d)Employee further acknowledges that Employee inevitably would disclose Confidential Information, including trade secret information, should Employee serve as director, officer, manager, supervisor, consultant, independent contractor, owner of greater than 1% of the stock, representative, agent, or employee (where Employee’s duties as an employee would involve any level of strategic, advisory, technical, creative, marketing, sales, or other similar input) for any competitor of Employer or any other Employer Entity involved in the vehicle or vehicle parts businesses in the areas of emissions treatment, exhaust, ride control, and/or elastomers during the Restricted Period (as defined below).

(e)In light of Employee’s acknowledgments regarding Confidential Information, customer relationships, and inevitable disclosure set forth above, in order to protect the Employer’s legitimate business interests described herein, and as additional consideration in return for the payments and benefits described in Paragraph 2 of this Agreement, including Schedule A, Employee agrees that, for a period through and including March 31, 2016 (the “Restricted Period”):

(i)Employee shall not, without Employer’s express, written consent (to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer’s sole discretion), directly or indirectly, whether individually or for or on behalf of any other individual, business, or entity, serve as director, officer, manager, supervisor, owner or shareholder (of other than a passive investment of less than 1% of the individual’s, business’, or entity’s outstanding publicly-traded stock), consultant, independent contractor, representative, agent, or employee (where Employee’s duties would include any level of strategic, advisory, technical, creative, marketing, sales, or other similar input) for, or otherwise render services to, any individual, business, or other entity that designs, manufactures, or supplies vehicle parts in the areas of emissions treatment, exhaust, ride control and/or elastomers, or any other products which perform the same or similar function as those manufactured, marketed, sold, supplied, or distributed by Employer Entities in the vehicle or vehicle parts businesses (“Products”), in any market in which Employer or any Employer Entity manufactures, markets, sells, supplies, or distributes such Products as of the Retirement Date or as of any time within the twelve (12)-month period preceding the Retirement Date; and

(ii)Employee shall not, in any capacity, whether on Employee’s behalf or on behalf of any other individual, business or entity, for purposes of selling, marketing, or attempting to sell or market any Product, solicit any customer of any Employer Entity with or for whom Employee had contact, communication, or other interaction of any kind, at any point within the two-year period preceding the Retirement Date.

(f)Additionally, in light of Employee’s acknowledgments regarding Confidential Information, in order to protect the Employer’s legitimate business interests described herein, and as additional consideration in return for the payments and benefits described in Paragraph 2 of this Agreement, including Schedule A, Employee agrees that, for a period through and including March 31, 2017:

(i)Employee shall refrain from contacting any employee of any Employer Entity for purposes of recruiting or placing such individual with another employer or influencing such individual to terminate employment with any Employer Entity;

(ii)In the event that an employee of an Employer Entity contacts Employee in contemplation or for the purpose of seeking employment with another employer or terminating employment with such Employer Entity, Employee shall not enter into any discussions with such employee regarding that matter without prior written approval of Employer, to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer’s sole discretion.  Notwithstanding the foregoing, (x) Employee may serve as a reference for such employee of an Employer Entity, upon the request of any such employee, without prior written approval of Employer and (y) Employee may provide

general advice to any such employee of an Employer Entity without prior written approval of Employer, provided that Employee shall not interfere with or induce any other person or entity to interfere with the relationship between the Employer Entity and any of the employees of an Employer Entity; and

(iii)Furthermore, Employee may not directly or indirectly extend an offer of employment or cause an offer of employment to be extended to an employee or a person who within the ninety (90) days preceding the extension of such offer was an employee of an Employer Entity without the prior written approval of Employer, to be provided by the General Counsel of Tenneco Inc., which approval may be withheld in Employer’s sole discretion.

(g)Tolling. The running of the time periods applicable in Paragraph 4(e) hereof shall be suspended during the period of any violation of these provisions by Employee.

(h)Reasonableness of Covenants. Employee acknowledges that the duration and scope of each of the above restrictions and limitations (including, but not limited to, the time periods, geographic, and customer scopes of restriction) are fair, reasonable, and necessary to protect the Employer Entities’ legitimate protectable interests, including their interests in Confidential Information and customer and employee relationships set forth above. Further, Employee agrees to waive any claim to contest the reasonableness of such restrictions or the legitimacy of the Employer Entities’ interests. Employee also acknowledges that the above restrictions and obligations will not prevent Employee from earning a livelihood or obtaining gainful employment.

(i)Additional Duties Under Applicable Law. All duties and obligations set forth in Paragraph 4 of this Agreement shall be in addition to those which exist under statute and at common law and shall not negate but shall be in addition to or coextensive with those obligations arising under any agreements or documents executed by Employee during Employee’s employment with the Employer Entities.

5.Company Property. Employee agrees to turn over to Employer on the date of this Agreement all expense reports, notes, memoranda, records, documents, Employer manuals, credit cards, pass keys, sales records and data, and all other information or property, no matter how produced, reproduced or maintained, which is in Employee’s possession, or is used in or pertaining to the business of Employer or any Employer Entity, including but not limited to lists of customers, prices, marketing plans, and other confidential materials or information obtained by Employee in the course of Employee’s employment. Employee shall be entitled to retain the electronic devices that he was provided as part of his employment, provided that prior to January 31, 2015, they are wiped clean of all Employer Entities’ documents, files and data (confidential or otherwise) pursuant to the Employer Entities’ policies.

6.Non-Disclosure. Employer will make disclosures related to this Agreement that are consistent with Employer’s obligations under the securities laws or other applicable law. Except as otherwise required by law or by a court of competent jurisdiction, or as otherwise requested by the Employer, Employee agrees never to disclose or discuss the terms, conditions and amounts set forth in this Agreement or the discussions and negotiations that preceded it, except to Employee’s spouse, attorneys and financial advisors (collectively, the “Employee Affiliates”) as necessary for the Employee Affiliates to assist Employee; provided, however, that Employee agrees that prior to any disclosure to an Employee Affiliate, Employee shall inform such Employee Affiliate of the confidential nature of the Agreement and the discussions and negotiations that preceded it; and provided, further, that Employee agrees that the Agreement and the discussions and negotiations that preceded it will be kept confidential by each of the Employee Affiliates except as required by law or a court of competent jurisdiction or as otherwise requested by Employer. This Paragraph 6 does not prohibit or restrict Employee (or Employee’s attorney) from responding to any inquiry about this Agreement or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self‑regulatory organization or any governmental entity.

7.Non-Disparagement. Employee agrees that neither he, nor any Employee Affiliate, nor anyone else on their behalf, will disparage, defame, or demean Employer or any other Employer Entity or any of their directors, officers, shareholders, members, employees, attorneys, agents or products.

Employee further agrees that neither he, nor any Employee Affiliate, nor anyone else on their behalf will take any other action which is intended to, or should be reasonably expected to, harm any Employer Entity or its reputation, or to otherwise lead to unfavorable or unwanted publicity for such entity or any of their directors, officers, shareholders, members, employees, attorneys, agents or products. Employer Entities and their directors, officers, shareholders, members, employees, attorneys and agents likewise agree not to disparage, defame, or demean Employee. Employer Entities and their directors, officers, shareholders, members, employees, attorneys and agents further agree that they will not take any action for the purpose of harming Employee or his reputation or for the purpose of otherwise leading to unfavorable or unwanted publicity for Employee. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Employer Entities’ directors and officers shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Employer Entities.

8.Completeness. By signing this Agreement, Employee reaffirms that he has provided complete and truthful information, to the best of his knowledge, information and belief, in response to all inquiries (the “Inquiries”) made by Employer and any investigating authorities in connection with any governmental investigation of or litigation involving any Employer Entities. By signing this Agreement, Employee further affirms that he has, to the best of his knowledge, information and belief, disclosed to the General Counsel of Tenneco Inc. any and all concerns he may have had arising from or related to his employment regarding potential material violations of applicable law and/or Employer’s Code of Conduct. Employee agrees that if it is later determined that he knowingly provided materially misleading or untruthful information in response to any such Inquiries or knowingly failed to disclose during his employment any potential material violations of applicable law or Employer’s Code of Conduct of which he was aware, he will be immediately obligated to repay to Employer all Retirement Pay set forth in Paragraph 2 of this Agreement, including Schedule A.

9.Cooperation. Following the Retirement Date, in further consideration of the payments that are being made to Employee pursuant to this Agreement, Employee will continue to cooperate with Employer Entities and promptly provide thorough and accurate information and testimony voluntarily to or on behalf of any Employer Entity, regarding any investigation, or threatened or actual legal proceeding, by or against any Employer Entity or by any government agency, but agrees not to disclose or to discuss with anyone who is not directing or assisting in any Employer Entity investigation or case, other than Employee’s attorney, the fact of or the subject matter of any investigation, except as required by law or as otherwise requested by the Employer Entities, to the extent legally permitted. Employee also agrees to provide any cooperation reasonably requested by the Employer Entities in connection with any investigation or actual or threatened legal proceeding, provided that Employer agrees to reimburse Employee for all reasonable and documented expenses incurred by Employee in connection with such cooperation. As long as Employee complies with this paragraph, the Employer Entities will continue to provide Employee with any protections or other benefits to which Employee was entitled during his employment arising out of any agreements the Employer Entities may have with any government agency or division. Employee agrees, to the extent legally permitted, to promptly inform Employer if Employee becomes aware of any investigation or lawsuit involving claims that may be made against the Employer Entities that may be filed or threatened against the Employer Entities, to the extent that such claims relate to the period of Employee’s employment with Employer. Employee also agrees, to the extent legally permitted, to promptly inform Employer (to the extent that Employee is legally permitted to do so) if Employee is asked to assist in any investigation of the Employer Entities (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against Employer with respect to such investigation, and shall not do so unless legally required. Any Employer Entity requesting information or other compliance with this Paragraph 9 will attempt to work with Employee to arrange times that reasonably accommodate Employee, and such Employer Entity will reimburse Employee for reasonable

transportation, commuting, parking or other similar expenses expended as a result of Employee’s cooperation.

10.Release. In consideration of Employer’s obligations under Paragraph 2 herein, EMPLOYEE HEREBY RELEASES, FOREVER DISCHARGES THE EMPLOYER ENTITIES (AS DEFINED IN PARAGRAPH 1 HEREOF) AND ANY PREDECESSOR, SUCCESSOR, JOINT VENTURE AND PARENT OF ANY EMPLOYER ENTITY, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, DIRECTORS, PARTNERS, INSURERS, AGENTS, ATTORNEYS, EMPLOYEES, TRUSTEES, ADMINISTRATORS, FIDUCIARIES SUCCESSORS AND ASSIGNS (ALL COLLECTIVELY, THE “RELEASED PARTIES”), FROM ANY AND ALL MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, AGREEMENTS, PROMISES, DEBTS, COMPENSATORY, LIQUIDATED, PUNITIVE OR OTHER DAMAGES, LAWSUITS, ANY LIABILITIES OF ANY NATURE WHATSOEVER, RIGHTS, DUES, CONTROVERSIES, COSTS, EXPENSES AND FEES (COLLECTIVELY, “CLAIMS”), WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, CHOATE OR INCHOATE, MATURED OR UNMATURED, CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNACCRUED, ASSERTED OR UNASSERTED, FROM THE BEGINNING OF TIME UP TO THE DATE EMPLOYEE EXECUTES THIS AGREEMENT, THAT EMPLOYEE (OR EMPLOYEE’S SPOUSE, HEIRS, EXECUTORS, ADMINISTRATORS OR ASSIGNS) MAY HAVE, EXCEPTFOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER PARAGRAPH 2 OF THIS AGREEMENT. THE RELEASED PARTIES ARE INTENDED TO BE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT, AND THIS AGREEMENT MAY BE ENFORCED BY EACH OF THEM IN ACCORDANCE WITH THE TERMS HEREOF IN RESPECT OF THE RIGHTS GRANTED TO SUCH RELEASED PARTIES HEREUNDER. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST. EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT OR AS EXCLUDED UNDER PARAGRAPH 2 OF THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT EXTINGUISHES ALL CLAIMS AGAINST ANY RELEASED PARTY. EMPLOYEE IS NOT, HOWEVER, WAIVING ANY RIGHT OR CLAIM THAT MAY ARISE AFTER THE DATE THIS AGREEMENT IS EXECUTED.

Without in any way limiting the generality of the foregoing, this Agreement constitutes a full release and disclaimer of any and all Claims arising out of or relating in any way to Employee’s employment, continued employment, retirement, resignation, termination of employment with Employer or otherwise, whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), the Family and Medical Leave Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, and any county, municipal, and any other federal, state or local statute, ordinance or regulation, all as may be amended from time to time, or common law claims or causes of action relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys’ fees and costs, and all claims for salary, bonus, vacation pay, and reimbursement of expenses, except as provided in this Agreement.

11.Employee agrees that the general release contained in Paragraph 10 does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act of 1967 that arise after the date Employee executes this Agreement. Employee acknowledges and agrees that Employee’s separation from employment with the Employer Entities in compliance with the terms

of herein shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

12.Employee further acknowledges that, to the fullest extent legally permitted, Employee has specifically waived Employee’s right to any monetary recovery or injunctive relief in any lawsuit, including the right to any monetary recovery or injunctive relief in any lawsuit brought by any agency, entity or person on Employee’s behalf, with respect to any claims released herein, or resulting from the prosecution of any administrative charge, investigation or proceeding. Employee understands and agrees that by signing this Agreement, Employee does not waive future claims or any rights that cannot be waived under law, including the right to file against the Employer Entities a charge with or participate in any administrative investigation or proceeding by the U.S. Equal Employment Opportunity Commission (“EEOC”) or any comparable federal, state or local agency. However, Employee waives and releases, to the fullest extent legally permissible, all entitlement to any form of personal relief arising from a charge Employee or others may file. Employee understands that this waiver and release of personal relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Employer agrees and acknowledges that Employee does not waive or release any claims or other matters that, by operation of law, Employee cannot waive or release unilaterally. The provisions of this Agreement, neither in isolation nor in combination, should be construed to interfere with Employee’s right to file charges with the EEOC or other administrative agency or otherwise communicate or cooperate with such agency, notwithstanding the waiver of monetary and other relief. Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein.

13.Termination of Relationship. Employee acknowledges that any employment or contractual relationship between the Parties, including, for the avoidance of doubt, the Employment Agreement, will terminate by virtue of this Agreement, except as specified herein, and that Employee has no future employment or contractual relationship with the Employer Entities other than the contractual relationship created by this Agreement. In consideration of this Agreement, Employee hereby waives any and all employment rights that Employee now has with Employer or any Employer Entity, except as otherwise expressly provided in this Agreement. Employee agrees not to seek reinstatement, reemployment, or future employment as a new employee, and no Employer Entity has an obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or recall or reinstate Employee in the future, with Employer or any Employer Entity.

14.Assignment. This Agreement shall be binding upon and inure to the benefit of the Employer Entities and their successors and assigns, and Employee and Employee’s heirs, administrators, and executors, and any legal representative of the Parties and, any other persons or entities claiming through the Parties. This Agreement and the rights and obligations hereunder are not delegable or assignable by Employee unless Employee secures written consent by Employer. The Employer Entities may assign this Agreement to any successor to all or substantially all of the business and/or assets of such entity; provided that such assigning entity shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. As used in this Agreement, “Employer” shall mean the Employer Entities and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of Employer under this Agreement by operation of law or otherwise.

15.Voluntariness. Employee warrants that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that Employee is entering into this Agreement knowingly and voluntarily (for Employee and Employee’s heirs, executors, administrators and assigns) without any force, threat or coercion and without reliance on any statement or representation made on behalf of any Employer Entity or by any person employed by or representing any Employer Entity, except for the written provisions and promises contained in this Agreement.

16.Entire Agreement. This Agreement, together with Schedule A, constitutes the entire agreement and understanding between the Parties with regard to all matters, including but not limited to

Employee’s employment, retirement, payments owed to Employee and the other subject matters addressed in this Agreement, and supersedes and replaces all prior commitments, negotiations and agreements proposed or otherwise, whether written or oral, concerning the subject matters contained in this Agreement, including, for the avoidance of doubt, the Employment Agreement, EXCEPT as specified herein or any plans or policies of Employer or Employer Entities which govern the pension and health benefits, stock options or expense reimbursement referenced in Paragraph 2 of, and Schedule A to, this Agreement, or restrictive covenant agreements referenced in, and to be enforced in accordance with, Paragraph 4(i) of this Agreement. This Agreement is an integrated document and the consideration stated in it is the sole consideration for this Agreement.

17.Equitable Relief and Other Remedies. The Parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. Furthermore, Employee acknowledges and agrees that the Employer Entities’ remedies at law for a breach or threatened breach of the provisions of Paragraphs 4-9 would be inadequate. In recognition of this fact, it is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available in the case of a breach or threatened breach of this Agreement. It is also agreed that, in addition to any other remedies, in the event of a material breach of this Agreement, including without limitation the restrictive covenants in Paragraphs 4-9, by Employee or an Employee Affiliate, Employer may withhold and retain all or any portion of the Retirement Pay, and any Retirement Pay previously paid to Employee shall immediately be repaid to Employer (except this withholding, retention and clawback provision shall not apply to any claim under the ADEA or the OWBPA to the extent required by law). Employer agrees to act reasonably in the exercise of its rights pursuant to this Paragraph 17.

18.Attorneys’ Fees.In the event of litigation in connection with or concerning the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs and expenses of litigation incurred by it, including such party’s reasonable attorneys’ fees; provided that,if Employee violates this Agreement by suing Employer or the other Released Parties in respect of a Claim released hereunder, Employee will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

19.Severability and Reformation. If any provision, paragraph, subsection or other portion of this Agreement shall be determined by any court of competent jurisdiction in any state to be invalid, illegal or unenforceable in whole or in part, and such determination shall become final, such provision or portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portion of this Agreement enforceable to the maximum extent permitted by the laws of that state. This Agreement as thus amended shall be enforced so as to give effect to the intention of the Parties insofar as that is possible. In addition, the Parties hereby expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement, but only to the extent necessary to comply with existing law and to enforce this Agreement as modified.

20.No Admission. Nothing in this Agreement shall be construed as an admission of any wrongdoing by any person or entity.

21.Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of Illinois, and the rights and obligations of the Parties shall be construed and enforced in accordance with, and governed by, the laws of the State of Illinois without regard to that state’s rules regarding conflict of laws.

22.Jurisdiction. The Parties agree that any dispute relating to this Agreement or Employee’s employment with Employer or the termination thereof shall be exclusively submitted by the Parties to, and decided by, the courts in Chicago, Illinois. Employee voluntarily and willingly subjects himself to the personal jurisdiction of the state and federal courts located in Chicago, Illinois, for any and all disputes related to this Agreement. Employee waives any objection that Employee may have to the venue or jurisdiction of any such dispute in any such court, and agrees neither to object to venue in such court nor to assert that the dispute was brought in an inconvenient court. Employee also agrees to waive any requirement of personal service in any such dispute, and agrees that service of process in any such dispute

may be effectuated by mailing a copy of such process to Employee at the address provided underneath Employee’s signature block on this Agreement.

23.Fair Meaning. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any of the Parties.

24.Revocation Period. The Parties acknowledge that Employee shall have the right to revoke and cancel this Agreement if Employee, at any time within the seven calendar days following its execution (the “Revocation Period”), revokes it. If Employee desires to revoke and cancel this Agreement, Employee must do so in writing and return this document to the General Counsel of Tenneco Inc. within the Revocation Period, and all terms of the Agreement shall thereafter be void and of no effect. If this Agreement is canceled and revoked by Employee pursuant to this Paragraph 24, Employer shall have no obligations under this Agreement.

25.Supplemental Documents and Counterparts. The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Agreement that are not inconsistent with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Employee has been hereby advised in writing and encouraged by Employer to consult with an attorney before signing this Agreement and that Employee has at least twenty-one (21) days (the “Release Consideration Period”) to consider it. Employee has carefully read and fully understands this Agreement, has had sufficient time to consider it, has had an opportunity to ask questions and have it explained, and is entering into this Agreement freely, knowingly and voluntarily, with an understanding that the general release contained herein will have the effect of waiving any action or recovery Employee might pursue for any claims arising on or prior to the date of the execution of this Agreement. Employee was given this Agreement on December 17, 2014 and had until January 8, 2015, a period in excess of twenty-one (21) days, to consider it. Notwithstanding the foregoing, Employee has agreed to waive that period and has knowingly and voluntarily signed this Agreement as of the date below with a full understanding of the rights that Employee is waiving herein. Employee understands that Employee has seven (7) days after the execution of this Agreement to revoke it and that this Agreement shall not become effective and enforceable until the Revocation Period has expired. The Parties agree that the provisions contained in this Agreement may not be amended, waived, changed or modified, except in writing and signed by an authorized representative of each of the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.

Tenneco Inc.

By:/s/ James D. Harrington

James D. Harrington

Dated: December 30, 2014

Its:Senior Vice President,

General Counsel and Corporate Secretary

Tenneco Automotive Operating Company Inc.

By: /s/ James D. Harrington

James D. Harrington

Dated: December 30, 2014

Its:Senior Vice President,

General Counsel and Corporate Secretary

EMPLOYEE

/s/ Hari Nair

Hari Nair

600 N. Lake Shore Drive

#2905

Chicago, Illinois 60611

Dated: December 30, 2014

Schedule A

to

Retirement Agreement and General Release

Unless the Retirement Agreement and General Release to which this Schedule is attached (the “Agreement”) is revoked by Employee in accordance with Paragraph 24 thereof, Employer shall make Payments pursuant to Paragraph 2 of the Agreement and as set forth below (subject to applicable federal and state requirements regarding withholding and other taxes), and Employee shall be entitled to receive other benefits as set forth below. Any capitalized term not defined in this Schedule A shall have the meaning as is ascribed thereto in the Agreement.

1.Retirement Pay. Subject to Employee’s compliance with the Agreement and subject to Employee’s not revoking the Agreement during the Revocation Period, Employer shall pay Employee a gross amount equivalent to (x) $1,505,000 PLUS (y) the product of two times the actual bonus amount Employee receives pursuant to the Tenneco Inc. Executive Bonus Plan for 2014 performance, as described further in Section 3 (below), payable in a lump sum on December 31, 2015. Employer shall withhold from these amounts all applicable taxes and withholdings required by law. As specified in the Agreement, in the event of a material breach of this Agreement, including without limitation the restrictive covenants in Paragraphs 4-9, by Employee or an Employee Affiliate, Employer may withhold and retain all or any portion of the Retirement Pay not yet paid (except this withholding/retention provision shall not apply to any claim under the ADEA or the OWBPA to the extent required by law), and any Retirement Pay previously paid to Employee shall immediately be repaid to Employer.

2.Accrued Salary. Through March 31, 2015, Employer shall continue to pay Employee a salary at his current base rate.

3.Bonus Compensation. Employee shall be paid the bonus Employee is eligible to receive pursuant to the Tenneco Inc. Executive Bonus Plan for 2014 performance. This amount shall be paid on or about the same date on which bonus payments are disbursed to then-current employees of Employer but in any case, by March 31, 2015. All bonus compensation for the 2015 performance period for which Employee may be eligible is forfeited.

4.Long-Term Incentive Compensation.

(a)Long-Term Performance Units (“LTPUs”). The LTPUs previously granted to Employee shall vest and be payable in accordance with the terms of the applicable LTPU award agreement and the 2006 Tenneco Inc. Long-Term Incentive Plan (the “Plan”).

(b)Stock Options. Stock options previously granted to Employee shall vest and be exercisable in accordance with the terms of the applicable option award agreement and the Plan.

(c)Restricted Stock. Restricted stock previously granted to Employee shall vest in accordance with the terms of the applicable grant agreement and the Plan.

(d)Tenneco Inc. Excess Benefit Plan and Tenneco Inc. Supplemental Retirement Plan. In accordance with respective plan provisions, Employee will be eligible to receive payments from the Tenneco Inc. Excess Benefit Plan and the Tenneco Inc. Supplemental Retirement Plan.

5.Health Benefits Continuation. During the twelve (12)-month period immediately following the Retirement Date, Employer will permit Employee and Employee’s eligible dependents to continue to participate in Employer’s medical and dental benefits, subject to the rules applicable to active salaried employees, including without limitation, changes to benefit design and the participant’s share of costs from time to time. Following such twelve (12)-month period, subject to Employee’s timely election of, and continued eligibility for, COBRA coverage, Employer will permit Employee and Employee’s dependents to elect continued group health (medical, dental and vision) coverage under Employer’s group health plans pursuant to COBRA, effective on the date Employee’s participation in Employer’s plans specified in the preceding sentence ends, subject to the rules of COBRA and Employer’s plans as then in effect, which plans may be amended from time to time at

Employer’s sole discretion or, in lieu of such COBRA coverage, Employee and Employee’s dependents may elect coverage under Employer’s Retiree Medical Plan.

Note:If you wish to continue your current life insurance benefits, you may choose either to port your coverage to another group term life insurance policy or to convert your coverage to an individual policy. Some restrictions apply. In either case, you must apply for coverage and pay premiums within thirty-one (31) days after the date your Tenneco life insurance coverage ends. If you fail to do so, you will lose your right to continue life insurance coverage. For more information regarding your life insurance continuation options and how to elect to convert or port your coverage, call MetLife @ 877-275-6387.

EX-10.67

EXHIBIT 10.67

December 30, 2014

Mr. Brian J. Kesseler

12924 N. Cobblestone Court

Mequon, WI 53097

Dear Brian:

I am pleased to provide for your consideration this letter offering employment to be Chief Operating Officer of Tenneco Inc.

The key terms of Tenneco’s offer of employment are described below.

Start Date

Your employment with Tenneco will commence January 6, 2015. For the purpose of this letter, we will refer to your start date within Tenneco as the "employment date".

Outline of Employment Offer

1. Position: As an executive officer, your position will be Chief Operating Officer, reporting directly to Gregg Sherrill, Chairman, CEO of Tenneco.

2. Base Salary: Your initial base salary will be $850,000 per year less appropriate taxes and withholding, paid in accordance with Tenneco’s normal payroll practices. Beginning in 2016 and each year thereafter, your base salary will be reviewed and, in turn, may be adjusted, subject to approval by the Compensation, Nominating and Governance Committee of Tenneco Inc.’s Board of Directors (the “CNG Committee”).

3. Annual Incentive Compensation: You will be eligible to participate in Tenneco’s executive annual incentive plan in a manner consistent with other Tenneco executives. The terms of the annual incentive plan are set forth in the Tenneco Value Added Incentive Compensation Plan (“TAVA Plan - copy attached). Your initial target bonus opportunity for the 2015 calendar year performance period under the TAVA Plan will be 100% of your annual base salary (or $850,000 based on the offered salary). The payment of an annual incentive to you is subject to achievement of pre-defined performance goals for the Company, the approval by the CNG Committee, as well as the terms of the TAVA Plan (or successor plan).

4. Sign-on Bonus: You will receive a one-time cash payment, less appropriate taxes and withholding, of $ 1,000,000 payable within the first month of your employment date. Further, this payment is subject to the terms described on the attached “Repayment Agreement - Signing Bonus.” Please return this form with the signed Offer Letter.

5. Long-Term Incentive Compensation:You will be eligible to participate in Tenneco’s long-term incentive plan in a manner consistent with other Tenneco executives. The terms of the long-term incentive plan are set forth in the Tenneco Long-Term Incentive Plan, as amended (“LTIP”), a copy of which has been attached.

Each year the CNG Committee will determine and approve the mix of long-term incentive (LTI) awards that will be granted to you and the aggregate target value of these awards. Your first eligibility for a full LTI award will be in January 2015. The final award size, performance conditions and other terms of this award will be approved by the CNG Committee in January 2015 at the same time the terms of these awards are established for other executives at the Company. Your 2015 LTI award is currently estimated to have a $3,000,000 value, granted 50% as restricted shares with a 3-year ratable vesting and 50% Long Term Performance Units (LTPUs) with a 3-year performance measurement period.

As part of the LTI award, you will also be eligible to receive a full LTPU award (target at 40% of LTI award) payable in 2016 for the performance period of 2013 - 2015 and a second full LTPU award (target

at 40% of LTI award) for the performance period of 2014 - 2016 payable in 2017, subject to the performance goals and other criteria that were set for each of these two performance cycles and will be communicated in the award agreements.

6. Retirement Plans:You will be eligible to participate in Tenneco’s 401(k) Plan that provides a 100% company match on your first 3%, and 50% of your next 2%, of base pay contributions subject to Plan and IRS maximums. In addition, you will receive a 2% of base pay contribution into the 401(k) Plan after one year of service.

You will also be eligible to immediately participate in Tenneco’s Excess Benefit Plan that provides a 3% of base pay company contribution after IRS compensation maximums have been reached, and a company contribution equal to 3% of TAVA Plan bonus paid.

7. Change-In-Control (CIC) Protection: You will be eligible to participate in Tenneco’s Change-in-Control Severance Benefit Plan for Key Executives. Benefits under the Plan are payable if you are discharged (either actually or constructively) within two years after change-in-control that include lump-sum cash payment equal to three times base salary and targeted annual bonus in effect immediately prior to the change-in-control.

8. Severance (not related to CIC): If your employment is involuntarily terminated by the company for reasons other than disability or Cause ( means (i) fraud, embezzlement, or theft in connection with your employment (ii) gross negligence in the performance of your duties, or (iii) conviction, guilty plea, or plea of nolo contender with respect to a felony), and other than under circumstances which would entitle you to benefits under the Change in Control Plan, you will be entitled to severance equal to two times your annual base salary payable in a lump sum, subject to your execution of a general release and such other documents as the company may reasonably request.

9. Stock Ownership Guidelines:Upon employment, you will be subject to Tenneco’s stock ownership guideline policy, requiring that you hold qualifying shares of Tenneco Inc. equal to four times base salary, to be attained within five years of your employment date.

10. Anti-Hedging Policy:Upon employment, you will be subject to Tenneco’s anti-hedging policy that limits the timing and types of transactions in Tenneco securities.

11. Replacement of Foregone Equity: Foregone non vested equity from your previous employer that would otherwise vest no later than November 19, 2016 will be valued using a 45-day trading day stock price average (date range to be determined). To replace the value of foregone equity compensation from your previous employer, Tenneco will grant one or more awards equal to the foregone value in the form of Tenneco restricted stock, vesting 50% on the 2^nd and 4^th anniversaries from grant date with the number of shares based on a 45-trading day stock price average at the date of the grants.

12. Relocation Benefits:You will eligible for Tenneco’s relocation benefits (policy attached) at a Tier II level for up to two years from your employment date. These benefits will include a temporary living benefit for a period of three months.

13. Health, Welfare and Retirement Benefits: You will be eligible to participant in Tenneco’s broad-based health, welfare and defined contribution retirement plans in a manner consistent with other Tenneco executives. Please refer to benefit plan documents for specific terms and eligibility. The Company reserves the right to change these benefit programs and any of our other benefit programs. Attached for your convenience is the Tenneco Salaried Benefits Fact Sheet 2015.

14. Vacation and holiday paid time off: You will be entitled to four weeks of paid vacation per year in accordance with the provisions of the Company’s vacation policy. In addition, the Company is typically closed during the week between Christmas and New Year’s Day holidays. You will also be eligible for paid holidays and personal floating holidays in accordance with the Company’s policies. However, if you leave employment with Tenneco, your accrued unused vacation will be paid in accordance with our vacation policy. Vacation is prorated to your date of hire and accrued on a monthly basis.

15. Employment at Will: This offer does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or the Company, with or without cause.

Two copies of this offer letter have been provided. Please sign the offer letter and return it to me, along with the completed Combined Disclosure Notice and Authorization paperwork as soon as possible. The second copy should be retained for your personal records.

Brian, we look forward to you joining Tenneco and are excited for you to contribute and share in its future success. Please contact me to acknowledge your acceptance or with any other questions or concerns.

Sincerely,

/s/ Gregg A. Bolt

Gregg A. Bolt

SR VP Global HR & Administration

Tenneco Inc.

------------------______________________________________________________________________________

I have read, understood and accept this offer of employment at Tenneco Inc.

By: /s/ Brian J. Kesseler Date: December 30, 2014

Print Name: Brian J. Kesseler

EX-10.71

EXHIBIT 10.71

TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Brian J. Kesseler

Participant

Effective as of January 14, 2015 (the “Grant Date”), the Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of shares of restricted stock with respect to 83,474 shares of Common Stock (“Restricted Shares”). The Award shall be subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.

1.Vesting and Forfeiture of Restricted Shares. All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with this Paragraph 1.  Subject to the terms and conditions of this Award Agreement and the Plan, fifty percent (50%) of the Restricted Shares awarded hereunder shall vest on each of the second and fourth anniversaries of the Grant Date(each a “Vesting Date”), provided that the Participant is continuously employed by the Company or a Subsidiary through the applicable Vesting Date.  Notwithstanding the foregoing:

(a)in the event that (i) either (1) the Participant satisfies the requirements for Total Disability (as defined below) or (2) a tax withholding obligation is incurred under local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which the requirements of clause (i)(1) or (i)(2) are satisfied being referred to herein as the “Tax Vesting Date”) and (ii) the Participant elects to satisfy the tax withholding obligation arising on the Tax Vesting Date pursuant to subparagraph 3(c) of this Award Agreement, then, on the Tax Vesting Date, that number of Restricted Shares having a Fair Market Value (determined as of the Tax Vesting Date) equal to the amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which the Vesting Date has not occurred prior to the Tax Vesting Date shall become vested and the Tax Vesting Date shall be treated as the “Vesting Date” with respect to such shares; and

(b)if the Participant's Termination Date occurs by reason of Total Disability or death, any unvested Restricted Shares that are outstanding on the Termination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement.

All Restricted Shares which are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited and the Participant shall have no further rights with respect to such Restricted Shares.  For purposes of this Award Agreement, the term “Total Disability means the Participant’s permanent and total disability as determined under the rules and guidelines established by the Company in order to qualify for long-term disability coverage under the Company’s long-term disability plan in effect at the time of such determination. Any Restricted Shares for which the Tax Vesting Date is the Vesting Date (as determined in accordance with this Paragraph 1) shall be treated as attributable to successive tranches of Restricted Shares for which a Vesting Date has not occurred as of the Tax Vesting Date (and shall reduce the number of Restricted Shares in applicable tranches that will otherwise vest on future applicable Vesting Dates), beginning with the tranche of Restricted Shares with the first Vesting Date that occurs after the Tax Vesting Date. Upon the Vesting Date with respect to any Restricted Shares, shares of Common Stock in an amount equal to the number of Restricted

Shares which become vested on that Vesting Date will be delivered to the Participant (or his or her beneficiary), subject to withholding for taxes.

2.Restrictions Prior to Vesting. Prior to the Vesting Date with respect to the Restricted Shares and until all conditions imposed on the Restricted Shares are satisfied, such Restricted Shares are restricted in that (a) they will be held by the Company and may not be sold, transferred, pledged or otherwise encumbered, tendered or exchanged, or disposed of, by the Participant unless otherwise provided by the Plan and (b) they are subject to forfeiture by the Participant under certain circumstances as described herein and in the Plan. However, as long as the applicable Restricted Shares are outstanding and have not been forfeited (i) the Participant will be entitled to receive, subject to withholding for taxes, dividends payable on the Restricted Shares, which the Committee or the Company may require to be reinvested in additional shares of Common Stock subject to the same restrictions as the Restricted Shares on which such dividends are paid and (ii) the Participant may vote the Restricted Shares. The Participant agrees that the Restricted Shares (including any shares of Common Stock described in clause (ii)) shall be held by the Company prior to the Vesting Date with respect thereto.

3.Withholding. All distributions under the Plan, including any distribution in respect of this Award, are subject to withholding of all applicable taxes, and the delivery of any shares or other benefits under the Plan or this Award is conditioned on satisfaction of the applicable tax withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied, at the Participant’s election, (a) through cash payment by the Participant, (b) through the surrender of shares of Common Stock which the Participant already owns, or (c) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Plan; provided, however, that shares of Common Stock under subparagraph (c) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including without limitation payroll taxes, that are applicable to such supplemental taxable income). The Company shall have the right to deduct from this Award shares sufficient to satisfy any tax withholdings required by law. If the Participant makes an election in accordance with Section 83(b) of the Code to be taxed on the Restricted Shares in the year in which the Grant Date occurs, he or she must so notify the Company in writing, file the election with the Internal Revenue Service within thirty (30) days after the Grant Date, and promptly pay the Company the amount it determines is needed to satisfy tax withholding requirements.

4.Administration.  The authority to manage and control the operation and administration of this Award shall be vested in the Committee, and the Committee shall have all powers with respect to the Award and this Award Agreement as it has with respect to the Plan.  Any interpretation of the Award or this Award Agreement by the Committee and any decision made by it with respect to the Award or the Award Agreement is final and binding on all persons.

5.Adjustment of Award.  The number of Restricted Shares awarded pursuant to this Award Agreement may be adjusted by the Committee in accordance with the terms of the Plan to reflect certain corporate transactions which affect the number, type or value of the Restricted Shares. The Participant agrees that the term Restricted Shares shall include any shares or other securities which the Participant may receive or be entitled to receive as a result of the ownership of the original Restricted Shares, whether they are issued as a result of a share split, share dividend, recapitalization, or other subdivision or consolidation of shares effected without receipt of consideration by the Company or the result of the merger or consolidation of the Company, or sale of assets of the Company.

6.Notices.  Any notice required or permitted under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Committee or the Company at the Company’s principal offices, to the Participant at the Participant’s address as last known by the Company or, in any case, such other address as one party may designate in writing to the other.

7.Governing Law.  The validity, construction and effect of this Award Agreement shall be determined in accordance with the laws of the State of Illinois and applicable federal law.

8.Amendments.  The Board may, at any time, amend or terminate the Plan, and the Committee may amend this Award Agreement, provided that, except as provided in the Plan, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Board or the Committee, as the case may be.

9.Award Not Contract of Employment.  The Award does not constitute a contract of employment or continued service, and the grant of the Award will not give the Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan or this Award Agreement, unless such right or claim has specifically accrued under the terms of the Plan and this Award Agreement. 

10.Severability.  If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms.  Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

11.Plan Governs.  The Award evidenced by this Award Agreement is granted pursuant to the Plan, and the shares of Restricted Stock and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.

12.Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

ACCEPTED:                             TENNECO INC.

/s/ Gregg A. Bolt

Type or Print Legal Name                     Senior Vice President Global Human Resources

and Administration

___________________________________________

(Date)

___________________________________________            

     Signature                        

___________________________________________

Social Security Number or National ID

___________________________________________

Street Address

___________________________________________

City/State/Zip/Country

EX-12

EXHIBIT 12

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

COMBINED WITH 50% OWNED UNCONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Years Ended December 31,
	2014			2013		2012		2011		2010
	(Dollars in Millions)
Net Income (loss) attributable to Tenneco Inc.	$	226		$	183	$	275	$	157	$	39
Add:
Interest expense	91			80		105		108		149
Portion of rentals representative of the interest factor	21			19		18		17		15
Income tax expense	131			122		19		88		69
Noncontrolling interests	44			39		29		26		24
Amortization of interest capitalized	4			4		4		4		4
Undistributed (earnings) losses of affiliated companies in which less than a 50% voting interest is owned	(1		)	—		1		—		—
Earnings as defined	$	516		$	447	$	451	$	400	$	300
Interest expense	$	91		$	80	$	105	$	108	$	149
Interest capitalized	5			4		4		4		4
Portion of rentals representative of the interest factor	21			19		18		17		15
Fixed charges as defined	$	117		$	103	$	127	$	129	$	168
Ratio of earnings to fixed charges	4.41			4.34		3.55		3.10		1.79

EX-21

EXHIBIT 21

TENNECO INC.

Company Name	Ownership Type(a)	Primary Jurisdiction
Armstrong Properties (Pty.) Ltd.	Indirect	South Africa
Autopartes Walker S.A. de C.V.	Indirect	Mexico
Barasset Corp.	Indirect	Ohio
CED’S Inc.	Indirect	Illinois
Clevite Industries Inc.	Indirect	Delaware
Elagest AB	Indirect	Sweden
Fric-Rot S.A.I.C.	Indirect	Argentina
Futaba-Tenneco U.K. Limited	Indirect	United Kingdom
Gillet Exhaust Manufacturing Limited	Indirect	United Kingdom
Gillet Pressings Cardiff Limited	Indirect	United Kingdom
J.W. Hartley (Motor Trade) Limited	Indirect	United Kingdom
Kinetic Pty. Ltd.	Indirect	Australia
Maco Inversiones S.A.	Indirect	Argentina
Marzocchi.com S.r.l.	Indirect	Italy
McPherson Strut Company Inc.	Indirect	Delaware
Monroe Amortisor Imalat Ve Ticaret Anonim Sirketi	Indirect	Turkey
Monroe Australia Pty. Limited	Indirect	Australia
Monroe Czechia s.r.o.	Indirect	Czech Republic
Monroe Manufacturing (Pty.) Ltd	Indirect	South Africa
Monroe-Mexico, Sociedad Anonima De Capital Variable	Indirect	Mexico
Monroe Packaging BVBA	Indirect	Belgium
Monroe Springs (Australia) Pty. Ltd.	Indirect	Australia
Monroe Springs (New Zealand) Limited	Indirect	New Zealand
Montagewerk Abgastechnik Emden GmbH	Indirect	Germany
Peabody Galion Corporation	Indirect	Delaware
Peabody Gordon-Piatt, Inc.	Indirect	Delaware
Peabody International Corporation	Indirect	Delaware
Peabody-Myers Corporation	Indirect	Illinois
Peabody N.E., Inc.	Indirect	Delaware
Precision Modular Assembly Corp.	Indirect	Delaware
Proveedora Walker S. de R.L. de C.V.	Indirect	Mexico
Pullman Standard Inc.	Indirect	Delaware
Shanghai Tenneco Exhaust System Co., Ltd.	Indirect	China
TA (Australia) Group Pty. Ltd.	Indirect	Australia
Tenneco Asheville Inc.	Indirect	Delaware
Tenneco Asia Inc.	Indirect	Delaware
Tenneco Automotive Brasil Ltda.	Indirect	Brazil
Tenneco Automotive China Inc.	Indirect	Delaware
Tenneco Automotive Deutschland GmbH	Indirect	Germany
Tenneco Automotive Eastern Europe Sp. z o.o.	Indirect	Poland
Tenneco Automotive Europe BVBA	Indirect	Belgium
Tenneco Automotive Europe Coordination Center BVBA	Indirect	Belgium
Tenneco Automotive Foreign Sales Corporation Limited	Indirect	Jamaica
Tenneco Automotive France S.A.S.	Indirect	France
Tenneco Automotive Holdings South Africa Pty. Ltd.	Indirect	South Africa
Tenneco Automotive Iberica, S.A.	Indirect	Spain

Company Name	Ownership Type(a)	Primary Jurisdiction
Tenneco Automotive Inc. Nevada	Direct	Nevada
Tenneco Automotive India Private Limited	Indirect	India
Tenneco Automotive Italia S.R.L.	Indirect	Italy
Tenneco Automotive Nederland B.V.	Indirect	Netherlands
Tenneco Automotive Operating Company Inc.	Direct	Delaware
Tenneco Automotive Polska Sp. z o.o.	Indirect	Poland
Tenneco Automotive Port Elizabeth (Proprietary) Limited	Indirect	South Africa
Tenneco Automotive Portugal — Componentes Para Automovel, Unipessoal, LDA.	Indirect	Portugal
Tenneco Automotive Romania Srl	Indirect	Romania
Tenneco Automotive RSA Company	Indirect	Delaware
Tenneco Automotive Second RSA Company	Indirect	Delaware
Tenneco Automotive Services Societe Par Actions Simplifiee	Indirect	France
Tenneco Automotive Servicios Mexico, Sociedad Anonima De Capital Variable	Indirect	Mexico
Tenneco Automotive (Thailand) Limited	Indirect	Thailand
Tenneco Automotive Trading Company	Indirect	Delaware
Tenneco Automotive UK Limited	Indirect	United Kingdom
Tenneco Automotive Volga LLC	Indirect	Russia
Tenneco Automotive Walker Inc.	Indirect	Delaware
Tenneco (Beijing) Exhaust System Co., Ltd.	Indirect	China
Tenneco (Beijing) Ride Control System Co., Ltd.	Indirect	China
Tenneco Brake, Inc.	Indirect	Delaware
Tenneco Brazil Ltda.	Indirect	Brazil
Tenneco Canada Inc.	Indirect	Canada
Tenneco (China) Co., Ltd. f/k/a Tenneco Automotive China Company (Shanghai) Ltd.	Indirect	China
Tenneco (Dalian) Exhaust System Co. Ltd. f/k/a Tenneco Tongtai (Dalian) Exhaust System Co., Ltd.	Indirect	China
Tenneco Deutschland Holdinggesellschaft mbH	Indirect	Germany
Tenneco Eastern European Holdings Sarl	Indirect	Luxembourg
Tenneco-Eberspaecher (Dalian) Exhaust System Co., Ltd.	Indirect	China
Tenneco Emission Control (Pty) Ltd f/k/a Gillet Exhaust Technologie	Indirect	South Africa
Tenneco Etain f/k/a Gillet Tubes Technologies S.A.S.	Indirect	France
Tenneco Europe Limited	Indirect	Delaware
Tenneco FAW Sihuan (Foshan) Automobile Parts Co., Ltd.	Indirect	China
Tenneco FAWSN ( Changchun ) Automobile Parts Co., Ltd. f/k/a Tenneco FAW Sihuan ( Changchun ) Automobile Parts Co., Ltd.	Indirect	China
Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. f/k/a Chengdu Tenneco Tongtai Exhaust System Co., Ltd.	Indirect	China
Tenneco Global Holdings Inc.	Indirect	Delaware
Tenneco Global Trading FZE	Indirect	Dubai, U.A.E.
Tenneco GmbH f/k/a Heinrich Gillet GmbH	Indirect	Germany
Tenneco (Guangzhou) Company Limited	Indirect	China
Tenneco Holdings Danmark ApS	Indirect	Denmark
Tenneco Hong Kong Holdings Limited	Indirect	Hong Kong
Tenneco Hungary Korlatolt Felelossegu Tarsasag	Indirect	Hungary
Tenneco Innovacion S. L.	Indirect	Spain
Tenneco International Holding Corp.	Indirect	Delaware
Tenneco International Luxembourg S.a.r.l.	Indirect	Luxembourg
Tenneco Japan Ltd. f/k/a Tenneco Automotive Japan Ltd.	Indirect	Japan
Tenneco Korea Limited	Indirect	Korea
Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd.	Indirect	China

Company Name	Ownership Type(a)	Primary Jurisdiction
Tenneco Management (Europe) Limited	Indirect	United Kingdom
Tenneco Marzocchi Asia Ltd.	Indirect	Republic of China
Tenneco Marzocchi International BVBA	Indirect	Belgium
Tenneco Marzocchi S.r.l.	Indirect	Italy
Tenneco Marzocchi Suspension Canada Inc.	Indirect	Canada (BC)
Tenneco Marzocchi U.S.A.	Indirect	California
Tenneco Mauritius China Holding Ltd.	Indirect	Mauritius
Tenneco Mauritius Holdings Limited	Indirect	Mauritius
Tenneco Mauritius Limited	Indirect	Mauritius
Tenneco Mexico, Sociedad De Responsabilidad Limitada De Capital Variable	Indirect	Mexico
Tenneco Ride Control South Africa (Pty.) Ltd. f/k/a Armstrong Hydraulics South Africa (Pty.) Ltd.	Indirect	South Africa
Tenneco Silesia spolka z ograniczona odpowiedzialnoscia	Indirect	Poland
Tenneco (Suzhou) Co., Ltd.	Indirect	China
Tenneco (Suzhou) Emission System Co., Ltd.	Indirect	China
Tenneco (Suzhou) Ride Control Co., Ltd.	Indirect	China
Tenneco Sverige AB f/k/a Tenneco Automotive Sverige AB	Indirect	Sweden
Tenneco-Walker (U.K.) Limited	Indirect	United Kingdom
Tenneco Zwickau GmbH f/k/a Gillet-Abgassysteme Zwickau GmbH	Indirect	Germany
The Pullman Company	Indirect	Delaware
The Tenneco Automotive (UK) Pension Scheme Trustee Limited	Indirect	United Kingdom
Thompson and Stammers (Dunmow) Number 6 Limited	Indirect	United Kingdom
Thompson and Stammers (Dunmow) Number 7 Limited	Indirect	United Kingdom
TMC Texas Inc.	Indirect	Delaware
Walker Australia Pty. Limited	Indirect	Australia
Walker Danmark ApS	Indirect	Denmark
Walker Electronic Silencing, Inc.	Indirect	Delaware
Walker Europe, Inc.	Indirect	Delaware
Walker Exhaust (Thailand) Company Limited	Indirect	Thailand
Walker Gillet (Europe) GmbH	Indirect	Germany
Walker Limited	Indirect	United Kingdom
Walker Manufacturing Company	Indirect	Delaware
Walker UK Ltd	Indirect	United Kingdom
Wimetal Societe Par Actions Simplifiee	Indirect	France

(a) Ownership type indicates whether each subsidiary or affiliate is directly owned by Tenneco Inc., indirectly owned by a subsidiary of Tenneco Inc. (in each case, such subsidiary or affiliate may be partially or wholly owned), or a combination thereof.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-17485, 333-41535, 333-33934, 333-101973, 333-113705, 333-142475, 333-159358 and 333-192928) and on Form S-3 (No. 333-200663) of Tenneco Inc. of our report dated February 25, 2015, relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

FEBRUARY 25, 2015

EX-24

Exhibit 24

TENNECO INC.

POWER OF ATTORNEY

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Gregg M. Sherrill

Name: Gregg M. Sherrill

The undersigned does hereby appoint James D. Harrington and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Kenneth R. Trammell

Name: Kenneth R. Trammell

The undersigned does hereby appoint James D. Harrington and Kenneth R. Trammell, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Paul D. Novas

Name: Paul D. Novas

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Dennis J. Letham

Name: Dennis J. Letham

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ James S. Metcalf

Name: James S. Metcalf

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Roger B. Porter

Name: Roger B. Porter

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ David B. Price, Jr.

Name: David B. Price, Jr.

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Paul T. Stecko

Name: Paul T. Stecko

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Jane L. Warner

Name: Jane L. Warner

The undersigned does hereby appoint James D. Harrington, Kenneth R. Trammell and Paul D. Novas, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Annual Report on Form 10-K for the year ended December 31, 2014 of Tenneco Inc., including any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 25th day of February, 2015.

/s/ Thomas C. Freyman

Name: Thomas C. Freyman

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Gregg M. Sherrill, certify that:

1. I have reviewed this annual report on Form 10-K of Tenneco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/	GREGG M. SHERRILL
	Gregg M. Sherrill
	Chairman and Chief Executive Officer

Dated: February 25, 2015

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kenneth R. Trammell, certify that:

1. I have reviewed this annual report on Form 10-K of Tenneco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/	KENNETH R. TRAMMELL
	Kenneth R. Trammell
	Executive Vice President and Chief Financial Officer

Dated: February 25, 2015

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K of Tenneco Inc. (the “Company”) for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Gregg M. Sherrill, as Chief Executive Officer of the Company, and Kenneth R. Trammell, as Chief Financial Officer of the Company, hereby certify that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GREGG M. SHERRILL 

Gregg M. Sherrill

Chairman and Chief Executive Officer

/s/ KENNETH R. TRAMMELL

Kenneth R. Trammell

Executive Vice President and Chief Financial Officer

February 25, 2015

This certification shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. In addition, this certification shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

- Redeemable Non Controlling Interest (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Balance January 1	$ 20	$ 15	$ 12
Net income attributable to redeemable noncontrolling interests	23	14	9
Sale of 45 percent equity interest from Tenneco Inc	4	0	0
Capital Contributions	1	0	2
Dividends declared	(13)	(9)	(8)
Balance December 31	$ 35	$ 20	$ 15

XML

Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 282	[1]	$ 275	[1]	$ 223	[1]	$ 214
Restricted cash	3		5
Receivables, net	1,088		1,060
Inventories	688		656
Deferred income taxes	81		71
Prepayments and other	284		223
Total current assets	2,426		2,290
Other assets:
Long-term receivables, net	12		14
Goodwill	65		69
Intangibles, net	26		30
Deferred income taxes	143		125
Other	120		127
Total other assets	366		365
Plant, property, and equipment, at cost	3,490		3,498
Less — Accumulated depreciation and amortization	(2,272)		(2,323)
Plant, property and equipment, net	1,218		1,175
Total Assets	4,010		3,830		3,608
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	60		83
Accounts payable	1,372		1,359
Accrued taxes	40		40
Other	327		356
Total current liabilities	1,799		1,838
Long-term debt — non-affiliated	1,069		1,019
Deferred income taxes	18		28
Postretirement benefits and other liabilities	551		453
Commitments and contingencies
Total liabilities	3,437		3,338
Redeemable noncontrolling interests	35		20
Total Tenneco Inc. shareholders’ equity	497		433
Noncontrolling interests	41		39
Total equity	538		472		291
Total liabilities, redeemable noncontrolling interests and equity	4,010		3,830
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	10		6		4		1
Receivables, net	408		387
Inventories	312		279
Deferred income taxes	49		87
Prepayments and other	96		35
Total current assets	875		794
Other assets:
Investment in affiliated companies	1,064		944
Notes and advances receivable from affiliates	944		1,026
Long-term receivables, net	12		12
Goodwill	22		22
Intangibles, net	10		13
Deferred income taxes	76		72
Other	40		44
Total other assets	2,168		2,133
Plant, property, and equipment, at cost	1,236		1,173
Less — Accumulated depreciation and amortization	(845)		(807)
Plant, property and equipment, net	391		366
Total Assets	3,434		3,293
Short-term debt (including current maturities of long-term debt)
Short-term debt — affiliated	243		247
Accounts payable	478		521
Accrued taxes	(15)		9
Other	134		128
Total current liabilities	840		905
Long-term debt — affiliated	1,730		1,700
Postretirement benefits and other liabilities	418		357
Commitments and contingencies
Total liabilities	2,988		2,962
Total Tenneco Inc. shareholders’ equity	446		331
Total equity	446		331
Total liabilities, redeemable noncontrolling interests and equity	3,434		3,293
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	272		269		219		213
Restricted cash	3		5
Receivables, net	1,309		1,306
Inventories	376		377
Deferred income taxes	25		0
Prepayments and other	188		188
Total current assets	2,173		2,145
Other assets:
Notes and advances receivable from affiliates	10,589		7,320
Long-term receivables, net	0		2
Goodwill	43		47
Intangibles, net	16		17
Deferred income taxes	14		9
Other	53		60
Total other assets	10,715		7,455
Plant, property, and equipment, at cost	2,254		2,325
Less — Accumulated depreciation and amortization	(1,427)		(1,516)
Plant, property and equipment, net	827		809
Total Assets	13,715		10,409
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	54		68
Short-term debt — affiliated	220		176
Accounts payable	1,000		1,011
Accrued taxes	31		31
Other	241		285
Total current liabilities	1,546		1,571
Long-term debt — non-affiliated	44		8
Long-term debt — affiliated	10,516		7,338
Deferred income taxes	18		28
Postretirement benefits and other liabilities	129		92
Commitments and contingencies
Total liabilities	12,253		9,037
Redeemable noncontrolling interests	35		20
Total Tenneco Inc. shareholders’ equity	1,386		1,313
Noncontrolling interests	41		39
Total equity	1,427		1,352
Total liabilities, redeemable noncontrolling interests and equity	13,715		10,409
Tenneco Inc. (Parent Company)
Current assets:
Receivables, net	0		16
Deferred income taxes	7		7
Total current assets	7		23
Other assets:
Investment in affiliated companies	764		696
Notes and advances receivable from affiliates	4,844		4,826
Deferred income taxes	53		44
Other	27		23
Total other assets	5,688		5,589
Total Assets	5,695		5,612
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	6		15
Short-term debt — affiliated	9		10
Accrued taxes	24
Other	3		9
Total current liabilities	42		34
Long-term debt — non-affiliated	1,025		1,011
Long-term debt — affiliated	4,131		4,134
Commitments and contingencies
Total liabilities	5,198		5,179
Total Tenneco Inc. shareholders’ equity	497		433
Total equity	497		433
Total liabilities, redeemable noncontrolling interests and equity	5,695		5,612
Reclass & Elims
Current assets:
Receivables, net	(629)		(649)
Deferred income taxes	0		(23)
Total current assets	(629)		(672)
Other assets:
Investment in affiliated companies	(1,828)		(1,640)
Notes and advances receivable from affiliates	(16,377)		(13,172)
Total other assets	(18,205)		(14,812)
Total Assets	(18,834)		(15,484)
Short-term debt (including current maturities of long-term debt)
Short-term debt — affiliated	(472)		(433)
Accounts payable	(106)		(173)
Other	(51)		(66)
Total current liabilities	(629)		(672)
Long-term debt — affiliated	(16,377)		(13,172)
Postretirement benefits and other liabilities	4		4
Commitments and contingencies
Total liabilities	(17,002)		(13,840)
Total Tenneco Inc. shareholders’ equity	(1,832)		(1,644)
Total equity	(1,832)		(1,644)
Total liabilities, redeemable noncontrolling interests and equity	$ (18,834)		$ (15,484)

[1] Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

Summary of Accounting Policies - Risk Management Activities (Details) (Forward Contracts, USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Forward Contracts
Derivative [Line Items]
Net asset position (less than $1 million dollars)	$ (1)

XML

Summary of Accounting Policies - Internal Use Software Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Capitalized software development costs, net of amortization	$ 54	$ 55
Amortization of software development costs	$ 15	$ 15	$ 15
Minimum | Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets, Maximum	3 years
Maximum | Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets, Maximum	12 years

XML

- Carrying and Estimated Fair Value (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt (including current maturities)	$ 1,071	$ 1,021
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt (including current maturities)	1,071	1,021
Derivative Asset, Fair Value, Gross Asset	0	0
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt (including current maturities)	1,106	1,089
Derivative Asset, Fair Value, Gross Asset	$ 0	$ 0

XML

- Restricted Net Assets (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Restricted Net Assets	$ 218	$ 177

XML

- Components of Our Net Deferred Tax Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Disclosure Components Of Our Net Deferred Tax Assets [Abstract]
U.S. federal	$ 0	$ 0
State	15	23
Foreign	75	78
Tax credit benefits	86	88
Postretirement benefits other than pensions	55	43
Pensions	56	36
Bad debts	2	1
Sales allowances	7	6
Payroll and other accruals	155	132
Valuation allowance	(139)	(135)
Total deferred tax assets	312	272
Tax over book depreciation	51	56
Other	59	51
Total deferred tax liabilities	110	107
Net deferred tax assets	$ 202	$ 165

XML

Segment Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting [Line Items]
Revenues from external customers											$ 8,420	[1]	$ 7,964	[1]	$ 7,363	[1]
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests	83		140	156	113	118		72	141	93	492		424		428
Total assets	4,010					3,830					4,010		3,830		3,608
Intersegment Eliminations [Member]
Segment Reporting [Line Items]
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											0		0		0
Total assets	69					36					69		36		24
Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											0		0		0
Intersegment Eliminations [Member]
Segment Reporting [Line Items]
Revenues from external customers											0		0		0
Intersegment Eliminations [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											(230)		(203)		(201)
Other Foreign Countries [Member]
Segment Reporting [Line Items]
Revenues from external customers											2,202	[1],[2]	2,220	[1],[2]	2,147	[1],[2]
Total assets	1,133	[2]				1,200	[2]				1,133	[2]	1,200	[2]	1,187	[2]
Other Foreign Countries [Member] | Other Segments [Member]
Segment Reporting [Line Items]
Revenues from external customers											0		0		0
Other Foreign Countries [Member] | Intersegment Revenues [Member] | Other Segments [Member]
Segment Reporting [Line Items]
Revenues from external customers											0		0		0
Clean Air Division [Member] | North America [Member]
Segment Reporting [Line Items]
Revenues from external customers											2,815		2,658		2,506
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											237		229		202
Total assets	1,165					1,030					1,165		1,030		1,029
Clean Air Division [Member] | North America [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											25		8		6
Clean Air Division [Member] | Europe South America And India [Member]
Segment Reporting [Line Items]
Revenues from external customers											1,974		1,934		1,726
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											59		57		54
Total assets	789					827					789		827		725
Clean Air Division [Member] | Europe South America And India [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											114		111		101
Clean Air Division [Member] | Segment Asia Pacific [Member]
Segment Reporting [Line Items]
Revenues from external customers											1,022		852		694
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											101		84		71
Total assets	593					544					593		544		435
Clean Air Division [Member] | Segment Asia Pacific [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											0		1		1
Ride Performance Division [Member] | North America [Member]
Segment Reporting [Line Items]
Revenues from external customers											1,351		1,255		1,213
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											143		124		122
Total assets	664					628					664		628		593
Ride Performance Division [Member] | North America [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											10		10		10
Ride Performance Division [Member] | Europe South America And India [Member]
Segment Reporting [Line Items]
Revenues from external customers											1,032		1,046		1,041
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											40		(7)		41
Total assets	503					552					503		552		600
Ride Performance Division [Member] | Europe South America And India [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											38		41		53
Ride Performance Division [Member] | Segment Asia Pacific [Member]
Segment Reporting [Line Items]
Revenues from external customers											226		219		183
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											36		22		5
Total assets	227					213					227		213		202
Ride Performance Division [Member] | Segment Asia Pacific [Member] | Intersegment Revenues [Member]
Segment Reporting [Line Items]
Revenues from external customers											43		32		30
Other Segments [Member]
Segment Reporting [Line Items]
Earnings Before Interest Expense Income Taxes And Noncontrolling Interests											(124)		(85)		(67)
Total assets	$ 0					$ 0					$ 0		$ 0		$ 0

[1] Revenues are attributed to countries based on location of the shipper.

[2] Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Mexico, and Canada are not material.

XML

Summary of Accounting Policies - Notes and Accounts Receivable and Allowance for Doubtful Accounts (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Short-term and long-term accounts receivable outstanding	$ 1,088	$ 1,065
Allowance for doubtful accounts on short-term and long-term accounts receivable	16	14
Short and Long-term notes receivable outstanding		5
Allowance for doubtful accounts on short-term and long-term notes receivable	$ 0	$ 0

XML

Segment and Geographic Area Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Information

Segment results for 2014, 2013 and 2012 are as follows:

	Clean Air Division						Ride Performance Division
	North America		Europe, South America & India		Asia Pacific		North America		Europe, South America & India			Asia Pacific		Other			Reclass & Elims			Total
	(Millions)
At December 31, 2014, and for the Year Ended
Revenues from external customers	$	2,815	$	1,974	$	1,022	$	1,351	$	1,032		$	226	$	—		$	—		$	8,420
Intersegment revenues	25		114		—		10		38			43		—			(230		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	237		59		101		143		40			36		(124		)	—			492
Total assets	1,165		789		593		664		503			227		—			69			4,010
At December 31, 2013, and for the Year Ended
Revenues from external customers	2,658		1,934		852		1,255		1,046			219		—			—			7,964
Intersegment revenues	8		111		1		10		41			32		—			(203		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	229		57		84		124		(7		)	22		(85		)	—			424
Total assets	1,030		827		544		628		552			213		—			36			3,830
At December 31, 2012, and for the Year Ended
Revenues from external customers	$	2,506	$	1,726	$	694	$	1,213	$	1,041		$	183	$	—		$	—		$	7,363
Intersegment revenues	6		101		1		10		53			30		—			(201		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	202		54		71		122		41			5		(67		)	—			428
Total assets	1,029		725		435		593		600			202		—			24			3,608

Revenue from External Customers Table

The following table shows information relating to our external customer revenues for each product or each group of similar products:

	Net Sales Year Ended December 31,
	2014		2013		2012
	(Millions)
Emission Control Products & Systems
Aftermarket	$	318	$	327	$	318
Original Equipment
OE Value-add	3,559		3,282		2,948
OE Substrate	1,934		1,835		1,660
	5,493		5,117		4,608
	5,811		5,444		4,926
Ride Control Products & Systems
Aftermarket	976		953		944
Original Equipment	1,633		1,567		1,493
	2,609		2,520		2,437
Total Revenues	$	8,420	$	7,964	$	7,363

Revenue Percent by Major Customers

The following customers accounted for 10 percent or more of our net sales in the last three years. The net sales to both customers were across segments.

Customer	2014		2013		2012
General Motors Company	15	%	15	%	17	%
Ford Motor Company	13	%	14	%	15	%

Geographic Information Table

The following table shows information relating to the geographic regions in which we operate:

	Geographic Area
	United States		China		Germany		Mexico		Canada		Other Foreign(a)		Reclass & Elims			Consolidated
	(Millions)
At December 31, 2014, and for the Year Then Ended
Revenues from external customers(b)	$	3,348	$	1,079	$	955	$	423	$	413	$	2,202	$	—		$	8,420
Long-lived assets(c)	473		192		113		34		52		487		—			1,351
Total assets	1,710		683		319		156		164		1,133		(155		)	4,010
At December 31, 2013, and for the Year Then Ended
Revenues from external customers(b)	$	3,144	$	875	$	941	$	397	$	387	$	2,220	$	—		$	7,964
Long-lived assets(c)	448		158		120		31		59		500		—			1,316
Total assets	1,552		602		358		126		182		1,200		(190		)	3,830
At December 31, 2012, and for the Year Then Ended
Revenues from external customers(b)	$	2,975	$	661	$	817	$	374	$	389	$	2,147	$	—		$	7,363
Long-lived assets(c)	429		139		115		31		57		490		—			1,261
Total assets	1,521		448		344		120		168		1,187		(180		)	3,608

(a) Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Mexico, and Canada are not material.

(b) Revenues are attributed to countries based on location of the shipper.

(c) Long-lived assets include all long-term assets except goodwill, intangibles and deferred tax assets.

XML

- Reconciliation of Deferred Taxes to Deferred Taxes Shown In Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure Reconciliation Of Deferred Taxes To Deferred Taxes Shown In Balance Sheet [Abstract]
Reducing in Tax Loss Carryforward Due To Realization Foreign Tax Loss	$ 12	$ 6
Valuation allowance	139	135
Balance Sheet:
Current portion - deferred tax asset	81	71
Non-current portion - deferred tax asset	143	125
Current portion - deferred tax liability shown in other current liabilities	(4)	(3)
Non-current portion - deferred tax liability	(18)	(28)
Net deferred tax assets	202	165
Income tax expense	131	122	19
Impact on earnings related to reversal of valuation allowance	$ 11

XML

- Summarization for Foreign Currency Forward Purchase and Sale Contracts (Detail) (Foreign Exchange Forward, USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Long [Member] | Australia, Dollars
Notional Amount in Foreign Currency	$ (3)
Long [Member] | United Kingdom, Pounds
Notional Amount in Foreign Currency	(1)
Long [Member] | Euro Member Countries, Euro
Notional Amount in Foreign Currency	1
Long [Member] | South Africa, Rand
Notional Amount in Foreign Currency	(112)
Long [Member] | United States of America, Dollars
Notional Amount in Foreign Currency	(14)
Short [Member] | Canada, Dollars
Notional Amount in Foreign Currency	(2)
Short [Member] | Euro Member Countries, Euro
Notional Amount in Foreign Currency	(4)
Short [Member] | Japan, Yen
Notional Amount in Foreign Currency	1,268
Short [Member] | United States of America, Dollars
Notional Amount in Foreign Currency	$ (10)

XML

Plan Assets Using Fair Value Hierarchy (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 726
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 1
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	43	41
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 1 | U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	41	41
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 1 | Cash held in bank accounts
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2	0
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	291	306
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	134	143
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | U.S. Small Cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	25	27
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | Non-U.S. mid cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	24	27
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | Emerging Markets
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	8	8
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | U.S. corporate bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5	5
United States Pension Plans of US Entity, Defined Benefits | Fair Value, Inputs, Level 2 | U.S. other fixed income
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	95	96
Foreign | Fair Value, Inputs, Level 1
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	180	175
Foreign | Fair Value, Inputs, Level 1 | U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	31	31
Foreign | Fair Value, Inputs, Level 1 | U.S. mid cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4	4
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	57	57
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. mid cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20	20
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. small cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1	1
Foreign | Fair Value, Inputs, Level 1 | Emerging Markets
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. treasuries/government bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	41	35
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. corporate bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20	18
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. municipal obligations
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1	1
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. other fixed income
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1	1
Foreign | Fair Value, Inputs, Level 1 | Non-U.S. real estate
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	1
Foreign | Fair Value, Inputs, Level 1 | Cash held in bank accounts
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4	6
Foreign | Fair Value, Inputs, Level 2
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	203	196
Foreign | Fair Value, Inputs, Level 2 | U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	25	21
Foreign | Fair Value, Inputs, Level 2 | U.S. mid cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5	4
Foreign | Fair Value, Inputs, Level 2 | U.S. Small Cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets		0
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. large cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	68	71
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. mid cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	16	19
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. small cap
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	6	7
Foreign | Fair Value, Inputs, Level 2 | Emerging Markets
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	3	4
Foreign | Fair Value, Inputs, Level 2 | U.S. corporate bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5	4
Foreign | Fair Value, Inputs, Level 2 | U.S. other fixed income
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets		0
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. treasuries/government bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	27	25
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. corporate bonds
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	27	18
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. mortgage backed securities
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2	4
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. asset backed securities
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	3
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. other fixed income
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	2
Foreign | Fair Value, Inputs, Level 2 | Non-U.S. real estate
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	6	5
Foreign | Fair Value, Inputs, Level 2 | Insurance contracts
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	13	9
Foreign | Fair Value, Inputs, Level 3
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	9	8
Foreign | Fair Value, Inputs, Level 3 | Insurance contracts
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 9	$ 8

XML

Earnings Per Share - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure Earnings Per Share Additional Information [Abstract]
Anti-dilutive stock options	1,357	205,104	521,249

XML

Warranty Accrual Table (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Product Warranty [Line Items]
Beginning Balance	$ 24	$ 23	$ 26
Accruals related to product warranties	24	20	15
Reductions for payments made	(22)	(19)	(18)
Ending Balance	$ 26	$ 24	$ 23

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
U.S. Federal statutory rate	35.00%
Reducing in tax loss carryforward due to realization domestic and state tax loss	$ 6	$ 4
Valuation allowance	139	135
Income tax expense (benefit)	131	122	19
Impact on earnings related to reversal of valuation allowance	11
Unremitted earnings of foreign subsidiaries	737
Estimated income tax liability related to unremitted earnings of foreign subsidiaries	121
Uncertain tax positions that would affect the effective tax rate if recognized	101	107	101
Liability for interest on unrecognized tax benefits	6	7	5
Estimated decrease in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of foreign income tax examinations that may occur within the coming year	30
Maximum
Schedule of Equity Method Investments [Line Items]
Penalties accrued	1	1	1
Liability for penalties on unrecognized tax benefits	2	2	3
Accrued interest related to uncertain tax positions	1	2	2
Spain
Schedule of Equity Method Investments [Line Items]
Impact on earnings related to reversal of valuation allowance	$ 19

XML

Preferred Stock - Additional Information (Detail) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Preferred Stock [Line Items]
Authorized shares	50,000,000	50,000,000
Par value	$ 0.01	$ 0.01
Outstanding shares	0	0

XML

- Tax Years Open to Examination in Primary Jurisdictions (Detail)	12 Months Ended
	Dec. 31, 2014
United States - due to NOL
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2000
CHINA
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2004
Spain
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2003
Canada
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2011
Brazil
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2010
Mexico
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2009
Belgium
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2012
Germany
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2010
United Kingdom
Income Tax Contingency [Line Items]
Tax years open to examination in primary jurisdictions	2012

XML

Pension Plans Postretirement and Other Employee Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	12 Months Ended			3 Months Ended
	Jan. 02, 2012 retirement_plan	Dec. 31, 2014 retiree	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014
Pension and Other Postretirement Benefits Disclosure [Line Items]
Pension benefit obligations		$ 931	$ 931
Pension benefit obligations with funding requirements		879	879
Pension Fund assets available to fund pension benefit obligations		726	726
Pension benefit obligations with no funding requirements		52	52
Acceptable tolerance limit of investment allocations for securities			5.00%
Employer contributions			46
Expected contributions in 2013			31
Minimum retirement age for eligible employees of the post retirement plans			55 years
Minimum years of service for eligible employees of the post retirement plans			10 years
Prior period correction		11
Defined Benefit Plan, Prior Period Adjustment, Number of Retirees Entitled to Benefits Not Included		170
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate			6.50%	7.00%	7.50%
Defined Benefit Plan Ultimate Health Care Cost Year Five			4.50%	4.50%	4.50%
Retirement Savings Plan	1
Maximum percentage of salary deferral allowed under the Employee Stock Ownership Plans		75.00%	75.00%
Defined Compensation Plan, Amended Employee Match Percentage on One Hundred Percent of Employee Contributions			3.00%
Defined Compensation Plan, Amended Employee Match Percentage on Fifty Percent of Employee Contributions			50.00%
Expense recorded relating to employee matching contribution			25	23	21
Maximum
Pension and Other Postretirement Benefits Disclosure [Line Items]
Defined Compensation Plan, Amended Employee Match Percentage on Fifty Percent of Employee Contributions			5.00%
Postretirement
Pension and Other Postretirement Benefits Disclosure [Line Items]
Employer contributions			8	8
Percent of eligible employees who participated in voluntary buyout, more than						60.00%
Prior period correction			15
One percentage point increase effect on postretirement benefit obligation			15
One percentage point decrease effect on postretirement benefit obligation			12
Postretirement | Maximum
Pension and Other Postretirement Benefits Disclosure [Line Items]
Defined benefit plan effect of one percentage point increase on service and interest cost components			1
Defined benefit plan effect of one percentage point decrease on service and interest cost components			1
Pension Plans, Defined Benefit
Pension and Other Postretirement Benefits Disclosure [Line Items]
Expected contributions in 2013			$ 9
Equity Securities
Pension and Other Postretirement Benefits Disclosure [Line Items]
Targeted pension plan allocations in debt securities			70.00%
Debt Securities
Pension and Other Postretirement Benefits Disclosure [Line Items]
Targeted pension plan allocations in debt securities			30.00%
Postretirement | Minimum
Pension and Other Postretirement Benefits Disclosure [Line Items]
Defined Compensation Plan, Amended Employee Match Percentage on One Hundred Percent of Employee Contributions			100.00%
Defined Compensation Plan, Amended Employee Match Percentage on Fifty Percent of Employee Contributions			3.00%

XML

- Reconciliation of Income Taxes Computed at Statutory U.S. Federal Income Tax Rate to Income Tax Expense (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure Reconciliation Of Income Taxes Computed At Statutory U S Federal Income Tax Rate To Income Tax Expense [Abstract]
Income tax expense computed at the statutory U.S. federal income tax rate	$ 140	$ 120	$ 113
Foreign income taxed at different rates	(21)	(21)	(21)
Taxes on repatriation of dividends	4	9	8
Remeasurement of estimated tax on unremitted earnings	0	(17)	0
State and local taxes on income, net of U.S. federal income tax benefit	8	6	4
Changes in valuation allowance for tax loss carryforwards and credits	12	27	(91)
Foreign tax holidays	(6)	(5)	(5)
Investment and R&D tax credits	(10)	(8)	(1)
Foreign earnings subject to U.S. federal income tax	7	5	23
Adjustment of prior years taxes	(2)	(1)	(5)
Impact of foreign tax law changes	0	(3)	(1)
Tax contingencies	0	6	(6)
Other	(1)	4	1
Income tax expense	$ 131	$ 122	$ 19

XML

- Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2012 Agreement
Financial Instruments [Line Items]
Maximum percentage of stock of certain first tier foreign subsidiaries pledged to secure senior credit facility	66.00%
Line of credit facility letters of credit outstanding	$ 35
Negotiable financial instruments collected before maturity date and sold at discount	1	5
Negotiable financial instruments not redeemed and used for vendor payment classified as notes payable	24	13
Negotiable financial instruments received from OE customer not redeemed	17	12
Negotiable financial instruments received classified as other current assets	17	12
Supply chain financing extended payment amount	16
AUSTRALIA
Financial Instruments [Line Items]
Number of Subsidiaries	2
Restricted cash	3
Fair Value, Inputs, Level 1
Financial Instruments [Line Items]
Fair value of long term debt	759	792
Fair Value, Inputs, Level 2
Financial Instruments [Line Items]
Fair value of long term debt	301	287
Fair Value, Inputs, Level 3
Financial Instruments [Line Items]
Fair value of long term debt	46	10
TMEL and Walker Plans
Financial Instruments [Line Items]
Number of performance guarantee agreements			2
Number of group benefit plans under the agreement			2
Maximum amount payable for pension performance guarantees	55
Percentage of liability considered to determine maximum amount payable for pension performance guarantees	105.00%
Percentage of the pension obligation recognized for participating employers	100.00%
Pension obligation of participating employers recognized on the balance sheet	17	10
TMEL and Futaba
Financial Instruments [Line Items]
Maximum amount reimbursable under indemnity agreement	$ 9

XML

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Summary of Earnings Per Share of Common Stock

Earnings per share of common stock outstanding were computed as follows:

	Year Ended December 31,
	2014		2013		2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Earnings per average share of common stock	$	3.72	$	3.03	$	4.58
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Effect of dilutive securities:
Restricted stock	130,732		205,020		140,609
Stock options	917,754		914,550		957,224
Average shares of common stock outstanding including dilutive securities	61,782,508		61,594,062		61,083,510
Earnings per average share of common stock	$	3.66	$	2.97	$	4.50

XML

Summary of Accounting Policies - Revenue Recognition (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Substrate sales revenue	$ 1,934	$ 1,835	$ 1,660

XML

- Net Carrying Amount of Goodwill (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	$ 69	$ 72
Translation adjustments	(4)	(3)
Balance at December 31 Goodwill	65	69
Clean Air Division [Member] | North America [Member]
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	14	14
Translation adjustments	0	0
Balance at December 31 Goodwill	14	14
Clean Air Division [Member] | Europe South America And India [Member]
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	14	14
Translation adjustments	(2)	0
Balance at December 31 Goodwill	12	14
Clean Air Division [Member] | Asia Pacific
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	0	0
Translation adjustments	0	0
Balance at December 31 Goodwill	0	0
Ride Performance Division [Member] | North America [Member]
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	10	10
Translation adjustments	0	0
Balance at December 31 Goodwill	10	10
Ride Performance Division [Member] | Europe South America And India [Member]
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	31	34
Translation adjustments	(2)	(3)
Balance at December 31 Goodwill	29	31
Ride Performance Division [Member] | Asia Pacific
Intangible Assets And Goodwill [Line Items]
Balance as January 1 Goodwill	0	0
Translation adjustments	0	0
Balance at December 31 Goodwill	$ 0	$ 0

XML

- Comparative Analysis of Components of Income Tax Expense (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current
U.S. federal	$ 38	$ 25	$ 0
State and local	3	4	4
Foreign	92	81	89
Total current income tax expenses	133	110	93
Deferred
U.S. federal	2	(4)	(25)
State and local	7	2	(20)
Foreign	(11)	14	(29)
Total deferred income tax expenses	(2)	12	(74)
Income tax expense	$ 131	$ 122	$ 19

XML

Estimated Pension Plan Benefit Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2015	$ 29
2016	21
2017	29
2018	22
2019	24
2020-2023	122
Foreign
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
2015	18
2016	19
2017	18
2018	19
2019	22
2020-2023	$ 113

XML

Summary of Accounting Policies - Consolidation and Presentation (Narrative) (Details)	Dec. 31, 2014
Minimum
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Range of percentages of investments, equity method investments	20.00%
Maximum
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Range of percentages of investments, equity method investments	50.00%

XML

Summary of Accounting Policies - Advertising and Promotion Expenses (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Advertising and promotion expenses	$ 57	$ 53	$ 54

XML

- Financing Arrangements (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	$ 1,069		$ 1,019
Committed Credit Facilities, Commitments	1,652	[1]
Committed Credit Facilities, Borrowings	404	[1]
Committed Credit Facilities, Letter of Credit	34	[1],[2]
Committed Credit Facilities, Available	1,214	[1]
Tenneco Inc. revolving credit agreement
Debt Instrument [Line Items]
Committed Credit Facilities, Term	2019	[1]
Committed Credit Facilities, Commitments	1,200	[1]
Committed Credit Facilities, Borrowings	0	[1]
Committed Credit Facilities, Letter of Credit	34	[1],[2]
Committed Credit Facilities, Available	1,166	[1]
Tranche A Term Facility
Debt Instrument [Line Items]
Committed Credit Facilities, Term	2019	[1]
Committed Credit Facilities, Commitments	300	[1]
Committed Credit Facilities, Borrowings	300	[1]
Notes due 2015 through 2026
Debt Instrument [Line Items]
Unsecured Debt	8		9
Subsidiaries' credit agreements
Debt Instrument [Line Items]
Committed Credit Facilities, Commitments	152	[1]
Committed Credit Facilities, Borrowings	104	[1]
Committed Credit Facilities, Available	$ 48	[1]
Subsidiaries' credit agreements | Minimum
Debt Instrument [Line Items]
Committed Credit Facilities, Term	2015	[1]
Subsidiaries' credit agreements | Maximum
Debt Instrument [Line Items]
Committed Credit Facilities, Term	2026	[1]

[1] We generally are required to pay commitment fees on the unused portion of the total commitment.

[2] Letters of credit reduce the available borrowings under the revolving credit agreement.

XML

Statement of Comprehensive Income Loss (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Net sales and operating revenues —
External									$ 8,420	$ 7,964	$ 7,363
Net sales and operating revenues	2,004	2,081	2,241	2,094	2,031	1,963	2,067	1,903	8,420	7,964	7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,685	1,735	1,851	1,754	1,703	1,691	1,736	1,604	7,025	6,734	6,170
Goodwill impairment charge									0	0	0
Engineering, research, and development									169	144	126
Selling, general, and administrative									519	453	427
Depreciation and amortization of other intangibles									208	205	205
Costs and expenses									7,921	7,536	6,928
Other income (expense)
Loss on sale of receivables									(4)	(4)	(4)
Other income (expense)									(3)	0	(3)
Total other income (expense)									(7)	(4)	(7)
Earnings before interest expense, income taxes, and noncontrolling interests	83	140	156	113	118	72	141	93	492	424	428
Interest expense —
External (net of interest capitalized)									91	80	105
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies									401	344	323
Income tax expense									131	122	19
Net income									270	222	304
Less: Net income attributable to noncontrolling interests									44	39	29
Net income (loss) attributable to Tenneco Inc.	21	78	81	46	54	12	63	54	226	183	275
Comprehensive income (loss) attributable to Tenneco Inc.									41	231	249
Guarantor Subsidiaries
Net sales and operating revenues —
External									3,727	3,498	3,331
Affiliated companies									403	350	182
Net sales and operating revenues									4,130	3,848	3,513
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)									3,391	3,103	3,056
Engineering, research, and development									81	66	57
Selling, general, and administrative									211	187	198
Depreciation and amortization of other intangibles									86	78	72
Costs and expenses									3,769	3,434	3,383
Other income (expense)
Other income (expense)									26	(1)	115
Total other income (expense)									26	(1)	115
Earnings before interest expense, income taxes, and noncontrolling interests									387	413	245
Interest expense —
External (net of interest capitalized)									(1)	(2)	0
Affiliated companies (net of interest income)									73	70	212
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies									315	345	33
Income tax expense									94	60	(39)
Equity in net income (loss) from affiliated companies									129	32	217
Net income									350	317	289
Net income (loss) attributable to Tenneco Inc.									350	317	289
Comprehensive income (loss) attributable to Tenneco Inc.									350	317	289
Non-Guarantor Subsidiaries
Net sales and operating revenues —
External									4,693	4,466	4,032
Affiliated companies									602	572	547
Net sales and operating revenues									5,295	5,038	4,579
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)									4,639	4,553	3,843
Goodwill impairment charge									0	0	0
Engineering, research, and development									88	78	69
Selling, general, and administrative									302	260	224
Depreciation and amortization of other intangibles									122	127	133
Costs and expenses									5,151	5,018	4,269
Other income (expense)
Loss on sale of receivables									(4)	(4)	(4)
Other income (expense)									9	59	(71)
Total other income (expense)									5	55	(75)
Earnings before interest expense, income taxes, and noncontrolling interests									149	75	235
Interest expense —
External (net of interest capitalized)									4	5	5
Affiliated companies (net of interest income)									(75)	(72)	(81)
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies									220	142	311
Income tax expense									37	62	58
Net income									183	80	253
Less: Net income attributable to noncontrolling interests									44	39	29
Net income (loss) attributable to Tenneco Inc.									139	41	224
Comprehensive income (loss) attributable to Tenneco Inc.									139	41	224
Tenneco Inc. (Parent Company)
Costs and expenses
Engineering, research, and development									0
Selling, general, and administrative									6	6	5
Costs and expenses									6	6	5
Other income (expense)
Earnings before interest expense, income taxes, and noncontrolling interests									(6)	(6)	(5)
Interest expense —
External (net of interest capitalized)									88	77	100
Affiliated companies (net of interest income)									2	2	(131)
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies									(96)	(85)	26
Equity in net income (loss) from affiliated companies									322	268	249
Net income									226	183	275
Net income (loss) attributable to Tenneco Inc.									226	183	275
Comprehensive income (loss) attributable to Tenneco Inc.									41		249
Reclass & Elims
Net sales and operating revenues —
Affiliated companies									(1,005)	(922)	(729)
Net sales and operating revenues									(1,005)	(922)	(729)
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)									(1,005)	(922)	(729)
Costs and expenses									(1,005)	(922)	(729)
Other income (expense)
Other income (expense)									(38)	(58)	(47)
Total other income (expense)									(38)	(58)	(47)
Earnings before interest expense, income taxes, and noncontrolling interests									(38)	(58)	(47)
Interest expense —
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies									(38)	(58)	(47)
Equity in net income (loss) from affiliated companies									(451)	(300)	(466)
Net income									(489)	(358)	(513)
Net income (loss) attributable to Tenneco Inc.									(489)	(358)	(513)
Comprehensive income (loss) attributable to Tenneco Inc.									$ (489)	$ 358	$ (513)

XML

Restructuring and Other Charges - Roll Forward of Restructuring Reserve (Detail) (Employee Severance, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Employee Severance
Restructuring Reserve [Roll Forward]
December 31, 2012 Restructuring Reserve	$ 44
2013 Expenses	44
2013 Cash Payments	(43)
Impact of Exchange Rates	(5)
December 31, 2013 Restructuring Reserve	$ 40

XML

Summary of Accounting Policies - Pre-production Design and Development and Tooling Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Unbilled pre-production design and development costs	$ 23	$ 30
Original Equipment tools and dies, owned	59
In-process tools and dies built for original equipment customers	$ 98	$ 86

XML

Earnings Per Share

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Earnings Per Share

Earnings Per Share

Earnings per share of common stock outstanding were computed as follows:

	Year Ended December 31,
	2014		2013		2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Earnings per average share of common stock	$	3.72	$	3.03	$	4.58
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	226	$	183	$	275
Average shares of common stock outstanding	60,734,022		60,474,492		59,985,677
Effect of dilutive securities:
Restricted stock	130,732		205,020		140,609
Stock options	917,754		914,550		957,224
Average shares of common stock outstanding including dilutive securities	61,782,508		61,594,062		61,083,510
Earnings per average share of common stock	$	3.66	$	2.97	$	4.50

Options to purchase 1,357, 205,104 and 521,249 shares of common stock were outstanding as of December 31, 2014, 2013 and 2012, respectively, but not included in the computation of diluted earnings per share, because the options were anti-dilutive.

XML

- Summary of Long-Term Debt Obligations (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Secured debt	$ 404	[1]
Long-term debt (including current maturities)	1,071		1,021
Less - maturities classified as current	2		2
Total long-term debt	1,069		1,019
Revolver Borrowings due 2017
Debt Instrument [Line Items]
Secured debt	0		58
Senior Term Loan due 2014 through 2017
Debt Instrument [Line Items]
Secured debt	0		228
OnepointNicePercentageSeniorNotesDueTwoThousandNineteen [Domain]
Debt Instrument [Line Items]
Secured debt	300
7 3/4% Senior Notes due 2018
Debt Instrument [Line Items]
Unsecured debt	0		225
Five Point Three Eight Senior Notes Due Two Thousand Twenty Four [Member]
Debt Instrument [Line Items]
Unsecured debt	225
6 7/8% Senior Notes due 2020
Debt Instrument [Line Items]
Unsecured debt	500		500
Debentures due 2014 through 2026
Debt Instrument [Line Items]
Unsecured debt	1		1
CHINA
Debt Instrument [Line Items]
Secured debt	37
Notes due 2015 through 2026
Debt Instrument [Line Items]
Unsecured debt	$ 8		$ 9

[1] We generally are required to pay commitment fees on the unused portion of the total commitment.

XML

- Finite-Lived Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Amortization Expenses	$ 4	$ 5	$ 5
Gross Carrying Value	48	48
Accumulated Amortization	(23)	(19)
Customer Contracts
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	8	8
Accumulated Amortization	(4)	(4)
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3	3
Accumulated Amortization	(2)	(2)
Technology Rights
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	26	26
Accumulated Amortization	(15)	(12)
Other
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	11	11
Accumulated Amortization	$ (2)	$ (1)

XML

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Carrying and Estimated Fair Value

The carrying and estimated fair values of our financial instruments by class at December 31, 2014 and 2013 were as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,071	$	1,106	$	1,021	$	1,089
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		—		—

Foreign Exchange Forward Contracts Fair Value on Gross Basis

2013.

Fair Value of Financial Assets on Recurring Basis

.

Fair Value Hierarchy

.

Summarization for Foreign Currency Forward Purchase and Sale Contracts

The following table summarizes by major currency the notional amounts for foreign currency forward purchase and sale contracts as of December 31, 2014 (all of which mature in 2015):

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
British pounds	—Purchase	1
Canadian dollars	—Sell	(2	)
European euro	—Purchase	1
	—Sell	(4	)
Japanese yen	—Sell	(1,268	)
South African rand	—Purchase	112
U.S. dollars	—Purchase	14
	—Sell	(10	)

XML

Long-Term Debt, Short-Term Debt, and Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Summary of Long-term Debt Obligations

Long-Term Debt

A summary of our long-term debt obligations at December 31, 2014 and 2013, is set forth in the following table:

	2014		2013
	(Millions)
Tenneco Inc. —
Revolver borrowings due 2017, average effective interest rate 2.7% in 2013	$	—	$	58
Revolver borrowings due 2019, average effective interest rate 2.6% in 2014	—		—
Senior Tranche A Term Loan due 2014 through 2017, average effective interest rate 2.7% in 2013	—		228
Senior Tranche A Term Loan due 2015 through 2019, average effective interest rate 1.9% in 2014	300		—
7 3/4% Senior Notes due 2018	—		225
5 3/8% Senior Notes due 2024	225		—
6 7/8% Senior Notes due 2020	500		500
Debentures due 2015 through 2026, average effective interest rate 7.5% in 2014 and 7.5% in 2013	1		1
Other subsidiaries —
Other Long Term Debt due in 2019, average interest rate 5.45% in 2014	37		—
Notes due 2015 through 2026, average effective interest rate 1.3% in both 2014 and 2013	8		9
	1,071		1,021
Less — maturities classified as current	2		2
Total long-term debt	$	1,069	$	1,019

Summary of Short-term Debt Obligations

Information regarding our short-term debt as of and for the years ended December 31, 2014 and 2013 is as follows:

	2014		2013
	(Millions)
Maturities classified as current	$	2	$	2
Short-term borrowings	58		81
Total short-term debt	$	60	$	83

	Notes Payable(a)
	2014			2013
	(Dollars in Millions)
Outstanding borrowings at end of year	$	58		$	81
Weighted average interest rate on outstanding borrowings at end of year(b)	2.6		%	4.4		%
Maximum month-end outstanding borrowings during year	$	124		$	177
Average month-end outstanding borrowings during year	$	107		$	116
Weighted average interest rate on average month-end outstanding borrowings during year(b)	4.0		%	4.7		%

(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

(b) This calculation does not include the commitment fees to be paid on the unused revolving credit facility balances which are recorded as interest expense for accounting purposes.

Financing Arrangements

Financing Arrangements

	Committed Credit Facilities(a) as of December 31, 2014
	Term	Commitments		Borrowings		Letters of Credit(b)		Available
	(Millions)
Tenneco Inc. revolving credit agreement	2019	1,200		—		34		1,166
Tenneco Inc. tranche A term facility	2019	300		300		—		—
Subsidiaries’ credit agreements	2015-2026	152		104		—		48
		$	1,652	$	404	$	34	$	1,214

(a) We generally are required to pay commitment fees on the unused portion of the total commitment.

(b) Letters of credit reduce the available borrowings under the revolving credit agreement.

Financial Ratios under Senior Credit Facility

The financial ratios required under the amended and restated senior credit facility (or the predecessor facility, as applicable) and the actual ratios we achieved for the four quarters of 2014, are as follows:

	Quarter Ended
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
	Req.	Act.	Req.	Act.	Req.	Act.	Req.	Act.
Leverage Ratio (maximum)	3.50	1.22	3.50	1.55	3.50	1.57	3.50	1.63
Interest Coverage Ratio (minimum)	3.75	11.40	2.75	10.99	2.75	10.62	2.75	10.39

Proforma Consolidated Leverage Ratio

So long as no default existed, we would, however, under our senior credit facility agreement, be permitted to repay or refinance our senior notes (i) with the net cash proceeds of permitted refinancing indebtedness (as defined in the senior credit facility agreement) or with the net cash proceeds of our common stock in each case issued within 180 days prior to such repayment; (ii) with the net cash proceeds of the incremental facilities (as defined in the senior credit facility agreement) and certain indebtedness incurred by our foreign subsidiaries; (iii) with the proceeds of the revolving loans (as defined in the senior credit facility agreement); (iv) with the cash generated by our operations; (v) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the senior credit facility agreement) issued by us after December 8, 2014; and (vi) in exchange for permitted refinancing indebtedness or in exchange for shares of our common stock; provided that such purchases are capped as follows (with respect to clauses (iii), (iv) and (v) based on a pro forma consolidated leverage ratio after giving effect to such purchase, cancellation or redemption):

Pro forma Consolidated Leverage Ratio	Aggregate Senior Note Maximum Amount
	(Millions)
Greater than or equal to 3.0x	$	20
Greater than or equal to 2.5x	$	100
Greater than or equal to 2.0x	$	200
Less than 2.0x	no limit

XML

Amounts to be Reflected as Component of Net Periodic Cost (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Other Information	21
Net actuarial loss	$ 5
Prior service cost	(4)
Total	$ 1
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Other Information	50

XML

Earnings Per Share - Summary of Earnings Per Share of Common Stock (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure Summary Of Earnings Per Share Of Common Stock [Abstract]
Net income attributable to Tenneco Inc.	$ 21	$ 78	$ 81	$ 46	$ 54	$ 12	$ 63	$ 54	$ 226	$ 183	$ 275
Average shares of common stock outstanding									60,734,022	60,474,492	59,985,677
Earnings per average share of common stock (in dollars per share)	$ 0.34	$ 1.29	$ 1.34	$ 0.76	$ 0.90	$ 0.19	$ 1.04	$ 0.90	$ 3.72	$ 3.03	$ 4.58
Effect of dilutive securities:
Restricted stock									130,732	205,020	140,609
Stock options									917,754	914,550	957,224
Average shares of common stock outstanding including dilutive securities									61,782,508	61,594,062	61,083,510
Diluted earnings per share of common stock (in dollars per share)	$ 0.33	$ 1.27	$ 1.32	$ 0.75	$ 0.88	$ 0.19	$ 1.02	$ 0.88	$ 3.66	$ 2.97	$ 4.50

XML

- Plant Property, and Equipment (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Land, buildings, and improvements	$ 569	$ 579
Machinery and equipment	2,655	2,673
Other, including construction in progress	266	246
Plant, property, and equipment, at cost	$ 3,490	$ 3,498

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Income before Income Taxes and Noncontrolling Interests

The domestic and foreign components of our income before income taxes and noncontrolling interests are as follows:

	Year Ended December 31,
	2014		2013		2012
	(Millions)
U.S. income before income taxes	$	130	$	150	$	166
Foreign income before income taxes	271		194		157
Income before income taxes and noncontrolling interests	$	401	$	344	$	323

Comparative Analysis of Components of Income Tax Expense

Following is a comparative analysis of the components of income tax expense:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Current —
U.S. federal	$	38		$	25		$	—
State and local	3			4			4
Foreign	92			81			89
	133			110			93
Deferred —
U.S. federal	2			(4		)	(25		)
State and local	7			2			(20		)
Foreign	(11		)	14			(29		)
	(2		)	12			(74		)
Income tax expense	$	131		$	122		$	19

Reconciliation of Income Taxes Computed at Statutory U.S. Federal Income Tax Rate to Income Tax Expense

Following is a reconciliation of income taxes computed at the statutory U.S. federal income tax rate (35 percent for all years presented) to the income tax expense reflected in the statements of income:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Income tax expense computed at the statutory U.S. federal income tax rate	$	140		$	120		$	113
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates	(21		)	(21		)	(21		)
Taxes on repatriation of dividends	4			9			8
Remeasurement of estimated tax on unremitted earnings	—			(17		)	—
State and local taxes on income, net of U.S. federal income tax benefit	8			6			4
Changes in valuation allowance for tax loss carryforwards and credits	12			27			(91		)
Foreign tax holidays	(6		)	(5		)	(5		)
Investment and R&D tax credits	(10		)	(8		)	(1		)
Foreign earnings subject to U.S. federal income tax	7			5			23
Adjustment of prior years taxes	(2		)	(1		)	(5		)
Impact of tax law changes	—			(3		)	(1		)
Tax contingencies	—			6			(6		)
Other	(1		)	4			1
Income tax expense	$	131		$	122		$	19

Components of Our Net Deferred Tax Assets

The components of our net deferred tax assets were as follows:

	Year Ended December 31,
	2014			2013
	(Millions)
Deferred tax assets —
Tax loss carryforwards:
U.S. federal	$	—		$	—
State	15			23
Foreign	75			78
Tax credit benefits	86			88
Postretirement benefits other than pensions	55			43
Pensions	56			36
Bad debts	2			1
Sales allowances	7			6
Payroll and other accruals	155			132
Valuation allowance	(139		)	(135		)
Total deferred tax assets	312			272
Deferred tax liabilities —
Tax over book depreciation	51			56
Other	59			51
Total deferred tax liabilities	110			107
Net deferred tax assets	$	202		$	165

Reconciliation of Deferred Taxes to Deferred Taxes Shown In Balance Sheet

Following is a reconciliation of deferred taxes to the deferred taxes shown in the balance sheet:

	Year Ended December 31,
	2014			2013
	(Millions)
Balance Sheet:
Current portion — deferred tax asset	$	81		$	71
Non-current portion — deferred tax asset	143			125
Current portion — deferred tax liability shown in other current liabilities	(4		)	(3		)
Non-current portion — deferred tax liability	(18		)	(28		)
Net deferred tax assets	$	202		$	165

Reconciliation of our Uncertain Tax Positions

A reconciliation of our uncertain tax positions is as follows:

	2014			2013			2012
	(Millions)
Uncertain tax positions —
Balance January 1	$	115		$	107		$	119
Gross increases in tax positions in current period	8			15			13
Gross increases in tax positions in prior period	5			—			1
Gross decreases in tax positions in prior period	(5		)	(1		)	(12		)
Gross decreases — settlements	(2		)	—			(5		)
Gross decreases — statute of limitations expired	(7		)	(6		)	(9		)
Balance December 31	$	114		$	115		$	107

Tax Years Open to Examination in Primary Jurisdictions

We are subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2014, our tax years open to examination in primary jurisdictions are as follows:

	Open To Tax Year
United States	2000
China	2004
Spain	2003
Canada	2011
Brazil	2010
Mexico	2009
Belgium	2012
Germany	2010
United Kingdom	2012

XML

Common Stock (Tables)

12 Months Ended

Dec. 31, 2014

Assumptions Used for Calculating Fair Values of Stock Option Awards

The fair value of share-based awards is determined at the time the awards are granted which is generally in January of each year, and requires judgment in estimating employee and market behavior.

	2014			2013			2012
Stock Options Granted:
Weighted average grant date fair value, per share	$	26.46		$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	52.8		%	66.4		%	73.5		%
Expected lives	5.0			4.9			4.7
Risk-free interest rates	1.7		%	0.7		%	0.8		%
Dividends yields	—		%	—		%	—		%

Stock Options Status and Activity

The following table reflects the status and activity for all options to purchase common stock for the period indicated:

	Year Ended December 31, 2014
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options:
Outstanding, January 1, 2014	1,983,573		$	22.93	4.5	$	62
Granted	192,624		56.23
Canceled	(31,299	)	19.78
Forfeited	(300	)	22.77
Exercised	(25,595	)	14.72			1
Outstanding, March 31, 2014	2,119,003		$	26.10	4.6	$	67
Granted	—		—
Forfeited	—		—
Exercised	(32,233	)	25.49			1
Outstanding, June 30, 2014	2,086,770		$	26.11	4.3	$	75
Granted	834		66.54
Canceled	(526	)	36.00
Forfeited	(1,535	)	29.72
Exercised	(12,358	)	23.81			—
Outstanding, September 30, 2014	2,073,185		$	26.13	4.1	$	77
Granted	—		—
Canceled	—		—
Forfeited	(12,182	)	47.36
Exercised	(607,000	)	13.66			24
Outstanding, December 31, 2014	1,454,003		$	31.16	4.4	$	33

Nonvested Restricted Shares

The following table reflects the status for all nonvested restricted shares for the period indicated:

	Year Ended December 31, 2014
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2014	368,268		$	34.90
Granted	131,561		54.90
Vested	(186,112	)	36.57
Forfeited	—		—
Nonvested balance at March 31, 2014	313,717		$	42.30
Granted	2,838		66.96
Vested	(2,286	)	31.63
Forfeited	(575	)	38.52
Nonvested balance at June 30, 2014	313,694		$	42.60
Granted	1,160		67.02
Vested	(10,664	)	55.36
Forfeited	—		—
Nonvested balance at September 30, 2014	304,190		$	42.25
Granted	—		—
Vested	(11,040	)	36.37
Forfeited	(7,099	)	47.37
Nonvested balance at December 31, 2014	286,051		$	42.35

XML

Summary of Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Accounting Policies

Summary of Accounting Policies

Consolidation and Presentation

Our consolidated financial statements include all majority-owned subsidiaries. We carry investments in 20 percent to 50 percent owned companies in which the Company does not have a controlling interest, as equity method investments, at cost plus equity in undistributed earnings since the date of acquisition and cumulative translation adjustments. We have eliminated intercompany transactions. We have evaluated all subsequent events through the date our financial statements were issued.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include, among others allowances for doubtful receivables, promotional and product returns, pension and postretirement benefit plans, income taxes, and contingencies. These items are covered in more detail elsewhere in Note 1, Note 7, Note 10, and Note 12 of the consolidated financial statements of Tenneco Inc. Actual results could differ from those estimates.

Redeemable Noncontrolling Interests

We have noncontrolling interests in five joint ventures with redemption features that could require us to purchase the noncontrolling interests at fair value in the event of a change in control of Tenneco Inc. or certain of our subsidiaries. We do not believe that it is probable that the redemption features in any of these joint venture agreements will be triggered. However, the redemption of these shares is not solely within our control. Accordingly, the related noncontrolling interests are presented as “Redeemable noncontrolling interests” in the temporary equity section of our consolidated balance sheets.

In May 2014, we sold a 45 percent equity interest in Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd., to a third party for $4 million. As a result of the sale, our equity ownership of Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. changed to 55 percent from 100 percent.

The following is a rollforward of activity in our redeemable noncontrolling interests for the years ending December 31, 2014, 2013 and 2012, respectively:

	2014			2013			2012
	(Millions)
Balance January 1	$	20		$	15		$	12
Net income attributable to redeemable noncontrolling interests	23			14			9
Sale of 45 percent equity interest from Tenneco Inc	4			—			—
Capital Contributions	1			—			2
Dividends declared	(13		)	(9		)	(8		)
Balance December 31	$	35		$	20		$	15

Inventories

At December 31, 2014 and 2013, inventory by major classification was as follows:

	2014		2013
	(Millions)
Finished goods	$	272	$	267
Work in process	221		202
Raw materials	137		130
Materials and supplies	58		57
	$	688	$	656

Our inventories are stated at the lower of cost or market value using the first-in, first-out (“FIFO”) or average cost methods.

Goodwill and Intangibles, net

We evaluate goodwill for impairment in the fourth quarter of each year, or more frequently if events indicate it is warranted. The goodwill impairment test consists of a two-step process. In step one, we compare the estimated fair value of our reporting units with goodwill to the carrying value of the unit’s assets and liabilities to determine if impairment exists within the recorded balance of goodwill. We estimate the fair value of each reporting unit using the income approach which is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of market trends, forecasted revenues and expenses, capital expenditures, weighted average cost of capital and other variables. A separate discount rate derived by a combination of published sources, internal estimates and weighted based on our debt to equity ratio, was used to calculate the discounted cash flows for each of our reporting units. These estimates are based on assumptions that we believe to be reasonable, but which are inherently uncertain and outside of the control of management. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist which requires step two to be performed to measure the amount of the impairment loss. The amount of impairment is determined by comparing the implied fair value of a reporting unit’s goodwill to its carrying value.

In the fourth quarter of 2014, 2013 and 2012, as a result of our annual goodwill impairment testing, the estimated fair value of each of our reporting units substantially exceeded the carrying value of their assets and liabilities as of the testing date.

The changes in the net carrying amount of goodwill for the years ended December 31, 2014, 2013 and 2012 were as follows:

	Clean Air Division							Ride Performance Division
	North America		Europe, South America & India			Asia Pacific		North America		Europe, South America & India			Asia Pacific		Total
(Millions)
Balance at December 31, 2012	$	14	$	14		$	—	$	10	$	34		$	—	$	72
Translation Adjustment	—		—			—		—		(3		)	—		(3		)
Balance at December 31, 2013	14		14			—		10		31			—		69
Translation Adjustment	—		(2		)	—		—		(2		)	—		(4		)
Balance at December 31, 2014	14		12			—		10		29			—		65

We have capitalized certain intangible assets, primarily technology rights, trademarks and patents, based on their estimated fair value at the date we acquired them. We amortize our finite useful life intangible assets on a straight-line basis over periods ranging from 5 to 50 years. Amortization of intangibles amounted to $4 million in 2014, $5 million in 2013, and $5 million in 2012, and are included in the statements of income caption “Depreciation and amortization of intangibles.” The carrying amount and accumulated amortization of our finite useful life intangible assets were as follows:

	December 31, 2014					December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Gross Carrying Value		Accumulated Amortization
	(Millions)					(Millions)
Customer contract	$	8	$	(4	)	$	8	$	(4	)
Patents	3		(2		)	3		(2		)
Technology rights	26		(15		)	26		(12		)
Other	11		(2		)	11		(1		)
Total	$	48	$	(23	)	$	48	$	(19	)

Estimated amortization of intangible assets over the next five years is expected to be $4 million in 2015, $3 million in 2016, $3 million in 2017, $2 million in 2018 and $1 million in 2019. We have capitalized indefinite life intangibles of $1 million relating to purchased trademarks from our Marzocchi^® acquisition in 2008.

Plant, Property, and Equipment, at Cost

At December 31, 2014 and 2013, plant, property, and equipment, at cost, by major category were as follows:

	2014		2013
	(Millions)
Land, buildings, and improvements	$	569	$	579
Machinery and equipment	2,655		2,673
Other, including construction in progress	266		246
	$	3,490	$	3,498

We depreciate these properties excluding land on a straight-line basis over the estimated useful lives of the assets. Useful lives range from 10 to 50 years for buildings and improvements and from 3 to 25 years for machinery and equipment.

Notes and Accounts Receivable and Allowance for Doubtful Accounts

Receivables consist of amounts billed and currently due from customers and unbilled pre-production design and development costs. Short and long-term accounts receivable outstanding were $1,088 million and $1,065 million at December 31, 2014 and 2013, respectively. The allowance for doubtful accounts on short-term and long-term accounts receivable was $16 million and $14 million at December 31, 2014 and 2013, respectively. Short and long-term notes receivable outstanding was $5 million at both December 31, 2014 and 2013. The allowance for doubtful accounts on short-term and long-term notes receivable was zero at both December 31, 2014 and 2013.

Pre-production Design and Development and Tooling Assets

We expense pre-production design and development costs as incurred unless we have a contractual guarantee for reimbursement from the original equipment customer. Unbilled pre-production design and development costs recorded in prepayments and other and long-term receivables were $23 million and $30 million at December 31, 2014 and 2013, respectively. In addition, plant, property and equipment included $59 million at both December 31, 2014 and 2013, for original equipment tools and dies that we own, and prepayments and other included $98 million and $86 million at December 31, 2014 and 2013, respectively, for in-process tools and dies that we are building for our original equipment customers.

Internal Use Software Assets

We capitalize certain costs related to the purchase and development of software that we use in our business operations. We amortize the costs attributable to these software systems over their estimated useful lives, ranging from 3 to 12 years, based on various factors such as the effects of obsolescence, technology, and other economic factors. Capitalized software development costs, net of amortization, were $54 million and $55 million at December 31, 2014 and 2013, respectively, and are recorded in other long-term assets. Amortization of software development costs was approximately $15 million, $15 million and $15 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in the statements of income (loss) caption “Depreciation and amortization of intangibles.” Additions to capitalized software development costs, including payroll and payroll-related costs for those employees directly associated with developing and obtaining the internal use software, are classified as investing activities in the statements of cash flows.

Income Taxes

We recognize deferred tax assets and liabilities on the basis of the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax values, and net operating losses ("NOL") and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. U.S. GAAP requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

The valuation allowances recorded against deferred tax assets generated by taxable losses in foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

Revenue Recognition

We recognize revenue for sales to our original equipment and aftermarket customers when title and risk of loss passes to the customers under the terms of our arrangements with those customers, which is usually at the time of shipment from our plants or distribution centers. Generally, in connection with the sale of exhaust systems to certain original equipment manufacturers, we purchase catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of our customers which are used in the assembled system. These substrates are included in our inventory and “passed through” to the customer at our cost, plus a small margin, since we take title to the inventory and are responsible for both the delivery and quality of the finished product. Revenues recognized for substrate sales were $1,934 million, $1,835 million and $1,660 million in 2014, 2013 and 2012, respectively. For our aftermarket customers, we provide for promotional incentives and returns at the time of sale. Estimates are based upon the terms of the incentives and historical experience with returns. Certain taxes assessed by governmental authorities on revenue producing transactions, such as value added taxes, are excluded from revenue and recorded on a net basis. Shipping and handling costs billed to customers are included in revenues and the related costs are included in cost of sales in our consolidated statements of income (loss).

Warranty Reserves

Where we have offered product warranty, we also provide for warranty costs. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims and upon specific warranty issues as they arise. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. While we have not experienced any material differences between these estimates and our actual costs, it is reasonably possible that future warranty issues could arise that could have a significant impact on our consolidated financial statements.

Earnings Per Share

We compute basic earnings per share by dividing income available to common shareholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that we adjust the weighted-average number of shares outstanding to include estimates of additional shares that would be issued if potentially dilutive common shares had been issued. In addition, we adjust income available to common shareholders to include any changes in income or loss that would result from the assumed issuance of the dilutive common shares. See Note 2 to the consolidated financial statements of Tenneco Inc.

Engineering, Research and Development

We expense engineering, research, and development costs as they are incurred. Engineering, research, and development expenses were $169 million for 2014, $144 million for 2013, and $126 million for 2012, net of reimbursements from our customers. Our customers reimburse us for engineering, research, and development costs on some platforms when we prepare prototypes and incur costs before platform awards. Our engineering, research, and development expense for 2014, 2013 and 2012 has been reduced by $159 million, $169 million and $159 million, respectively, for these reimbursements.

Advertising and Promotion Expenses

We expense advertising and promotion expenses as they are incurred. Advertising and promotion expenses were $57 million, $53 million, and $54 million for the years ended December 31, 2014, 2013, and 2012, respectively.

Foreign Currency Translation

We translate the consolidated financial statements of foreign subsidiaries into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted-average exchange rate for revenues and expenses in each period. We record translation adjustments for those subsidiaries whose local currency is their functional currency as a component of accumulated other comprehensive income (loss) in shareholders’ equity. We recognize transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred, except for those transactions which hedge purchase commitments and for those intercompany balances which are designated as long-term investments. Our results include foreign currency transaction losses of $1 million in 2014, of $13 million in 2013 and $8 million in 2012. The amounts are recorded in cost of sales.

Risk Management Activities

We use derivative financial instruments, principally foreign currency forward purchase and sales contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes. In managing our foreign currency exposures, we identify and aggregate existing offsetting positions and then hedge residual exposures through third-party derivative contracts. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at both December 31, 2014 and 2013 and is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. We record the change in fair value of these foreign exchange forward contracts as part of currency gains (losses) within cost of sales in the consolidated statements of income (loss). The fair value of foreign exchange forward contracts are recorded in prepayments and other current assets or other current liabilities in the consolidated balance sheet.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an amendment on revenue recognition. The amendment in this update creates Topic 606, Revenue from Contracts with Customers, and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendment supersedes the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and creates new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment is effective for reporting periods beginning after December 15, 2016 for public entities. We will adopt this amendment on January1, 2017. We are currently evaluating the potential impact of this new guidance on our consolidated financial statements.

Restricted Net Assets

In certain countries where we operate, transfers of funds out of such countries by way of dividends, loans or advances are subject to certain central bank restrictions which require approval from the central bank authorities prior to transferring funds out of these countries. The countries in which we operate that have such restrictions include Argentina, China, South Africa, and Thailand. The net asset balance of our subsidiaries in the countries in which we operate that have such restrictions was $218 million and $177 million as of December 31, 2014 and 2013, respectively. These central banking restrictions do not have a significant effect on our ability to manage liquidity on a global basis.

XML

Pension Plans, Postretirement and Other Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2014

Pension Plan Assets Invested

Pension plan assets were invested in the following classes of securities:

	Percentage of Fair Market Value
	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
Equity Securities	70	%	60	%	71	%	62	%
Debt Securities	30	%	32	%	29	%	31	%
Real Estate	—		4	%	—		2	%
Other	—		4	%	—	%	5	%

Plan Assets using Fair Value Hierarchy

The following table presents our plan assets using the fair value hierarchy as of December 31, 2014 and 2013, respectively. The fair value hierarchy has three levels based on the methods used to determine the fair value. Level 1 assets refer to those asset values based on quoted market prices in active markets for identical assets at the measurement date. Level 2 assets refer to assets with values determined using significant other observable inputs, and Level 3 assets include values determined with non-observable inputs.

	Fair Value Level as of December 31, 2014
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	134	$	—	$	31	$	25	$	—
U.S. mid cap	—		—		—		4		5		—
U.S. Small Cap	—		25		—		—		—		—
Non-U.S. large cap	—		—		—		57		68		—
Non-U.S. mid cap	—		24		—		20		16		—
Non-U.S. small cap	—		—		—		1		6		—
Emerging markets	—		8		—		—		3		—
Debt securities:
U.S. corporate bonds	—		5		—		—		5		—
U.S. other fixed income	—		95		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		41		27		—
Non-U.S. corporate bonds	—		—		—		20		27		—
Non-U.S. mortgage backed securities	—		—		—		—		2		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		—		—
Non-U.S. other fixed income	—		—		—		1		—		—
Real Estate:
Non-U.S. real estate	—		—		—		—		6		—
Other:
Insurance contracts	—		—		—		—		13		9
Cash held in bank accounts	2		—		—		4		—		—
Total	$	43	$	291	$	—	$	180	$	203	$	9

	Fair Value Level as of December 31, 2013
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	143	$	—	$	31	$	21	$	—
U.S. mid cap	—		—		—		4		4		—
U.S. Small Cap	—		27		—		—		—		—
Non-U.S. large cap	—		—		—		57		71		—
Non-U.S. mid cap	—		27		—		20		19		—
Non-U.S. small cap	—		—		—		1		7		—
Emerging markets	—		8		—		—		4		—
Debt securities:
U.S. corporate bonds	—		5		—		—		4		—
U.S. other fixed income	—		96		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		35		25		—
Non-U.S. corporate bonds	—		—		—		18		18		—
Non-U.S. mortgage backed securities	—		—		—		—		4		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		3		—
Non-U.S. other fixed income	—		—		—		1		2		—
Real Estate:
Non-U.S. real estate	—		—		—		1		5		—
Other:
Insurance contracts	—		—		—		—		9		8
Cash held in bank accounts	—		—		—		6		—		—
Total	$	41	$	306	$	—	$	175	$	196	$	8

Changes in Fair Value of Level 3 Assets

The table below summarizes the changes in the fair value of the Level 3 assets:

	December 31, 2014				December 31, 2013
	Level 3 Assets				Level 3 Assets
	US		Foreign		US		Foreign
	(Millions)				(Millions)
Balance at December 31 of the previous year	$	—	$	8	$	—	$	8
Actual return on plan assets:
Relating to assets still held at the reporting date	—		1		—		—
Ending Balance at December 31	$	—	$	9	$	—	$	8

Significant Concentrations of Risk

The following table contains information about significant concentrations of risk, including all individual assets that make up more than 5 percent of the total assets and any direct investments in Tenneco stock:

Asset Category	Fair Value Level	Value		Percentage of Total Assets
	(Millions)
2014:
Tenneco Stock	1	$	41	5.6	%
2013:
Tenneco Stock	1	$	41	5.6	%

Amounts Recognized in Balance Sheets for Pension Plans and Postretirement Benefit Plan

A summary of the change in benefit obligation, the change in plan assets, the development of net amount recognized, and the amounts recognized in the balance sheets for the pension plans and postretirement benefit plan follows:

	Pension												Postretirement
	2014						2013						2014			2013
	US			Foreign			US			Foreign			US			US
	(Millions)
Change in benefit obligation:
Benefit obligation at December 31 of the previous year	$	421		$	442		$	461		$	431		$	112		$	131
Currency rate conversion	—			(41		)	—			(2		)	—			—
Settlement	(53		)	—			—			(1		)	—			—
Curtailment	—			—						(1		)
Service cost	1			8			1			9			—			—
Interest cost	20			18			19			17			6			5
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Plan amendments	—			—			—			1			—			—
Actuarial (gain)/loss	77			73			(41		)	6			18			(16		)
Prior period correction	—			—			—			—			15			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Participants’ contributions	—			2			—			2			—			—
Benefit obligation at December 31	$	448		$	483		$	421		$	442		$	143		$	112
Change in plan assets:
Fair value at December 31 of the previous year	$	347		$	379		$	275		$	332		$	—		$	—
Currency rate conversion	—			(32		)	—			(3		)	—			—
Settlement	(41		)	—			—			(1		)	—			—
Actual return on plan assets	23			40			60			43			—			—
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Employer contributions	23			22			31			26			8			8
Prescription drug subsidy received	—			—			—			—			—			—
Participants’ contributions	—			2			—			2			—			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Fair value at December 31	$	334		$	392		$	347		$	379		$	—		$	—
Development of net amount recognized:
Unfunded status at December 31	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)
Unrecognized cost:
Actuarial loss	230			172			190			137			53			32
Prior service cost/(credit)	1			5			1			7			(10		)	(16		)
Net amount recognized at December 31	$	116		$	87		$	117		$	82		$	(100	)	$	(96	)
Amounts recognized in the balance sheets as of December 31
Noncurrent assets	—			8			—			11			—			—
Current liabilities	(10		)	(3		)	(6		)	(2		)	(9		)	(8		)
Noncurrent liabilities	(105		)	(95		)	(68		)	(71		)	(134		)	(104		)
Net amount recognized	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)

Components of Net Periodic Benefit Cost

Net periodic postretirement benefit cost for the years 2014, 2013, and 2012, consists of the following components:

	2014			2013			2012
	(Millions)
Service cost — benefits earned during the year	$	—		$	—		$	1
Interest on accumulated postretirement benefit obligation	6			5			6
Net amortization:
Actuarial loss	4			4			5
Prior service credit	(7		)	(6		)	(6		)
Prior period correction	9			$	—		$	—
Net periodic postretirement benefit cost	$	12		$	3		$	6

Net periodic pension costs for the years 2014, 2013 and 2012, consist of the following components:

	2014						2013						2012
	US			Foreign			US			Foreign			US			Foreign
	(Millions)
Service cost — benefits earned during the year	$	1		$	8		$	1		$	9		$	1		$	7
Interest cost	20			18			19			17			20			18
Expected return on plan assets	(25		)	(23		)	(22		)	(20		)	(22		)	(20		)
Curtailment loss	—			—			—			—			—			—
Settlement loss	21			—			—			1			—			1
Net amortization:
Actuarial loss	7			7			9			10			7			7
Prior service cost	—			2			—			1			—			2
Net pension costs	$	24		$	12		$	7		$	18		$	6		$	15

Amounts recognized in accumulated other comprehensive loss for pension benefits

Amounts recognized in accumulated other comprehensive loss for pension benefits consist of the following components:

	2014				2013
	US		Foreign		US		Foreign
	(Millions)
Net actuarial loss	$	230	$	172	$	190	$	137
Prior service cost	1		5		1		7
	$	231	$	177	$	191	$	144

Amounts Recognized for Pension and Postretirement Benefits in Other Comprehensive Income

Amounts recognized for pension and postretirement benefits in other comprehensive income for the year ended December 31, 2014 and 2013 include the following components:

	Year Ended December 31,
	2014									2013
	Before-Tax Amount			Tax Benefit			Net-of-Tax Amount			Before-Tax Amount			Tax Benefit			Net-of-Tax Amount
	(Millions)
Defined benefit pension and postretirement plans:
Change in total actuarial gain (loss)	$	(124	)	$	35		$	(89	)	$	113		$	(41	)	$	72
Amortization of prior service cost included in net periodic pension and postretirement cost	(5		)	1			(4		)	(5		)	2			(3		)
Amortization of actuarial gain (loss) included in net periodic pension and postretirement cost	18			(5		)	13			23			(7		)	16
Other comprehensive income — pension benefits	$	(111	)	$	31		$	(80	)	$	131		$	(46	)	$	85

Components of Net Periodic Benefit Cost

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	(Millions)
Net actuarial loss	$	5
Prior service credit	(4		)
	$	1

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	US		Foreign
	(Millions)
Net actuarial loss	$	8	$	9
Prior service cost	—		1
	$	8	$	10

Projected Benefit Obligation Accumulated Benefit Obligation and Fair Value of Plan Assets for all Pension Plans

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for all pension plans with accumulated benefit obligations in excess of plan assets at December 31, 2014 and 2013 were as follows:

	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
	(Millions)
Projected benefit obligation	$	448	$	349	$	421	$	289
Accumulated benefit obligation	448		344		421		286
Fair value of plan assets	334		253		347		218

Estimated Pension Plan Benefit Payments

The following estimated benefit payments are payable from the pension plans to participants:

Year	US		Foreign
	(Millions)
2015	$	29	$	18
2016	21		19
2017	29		18
2018	22		19
2019	24		22
2020-2023	122		113

Assumptions used in accounting for Pension Plans

The following assumptions were used in the accounting for the pension plans for the years of 2014, 2013, and 2012:

	2014				2013
	US		Foreign		US		Foreign
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	3.3	%	4.8	%	4.3	%
Rate of compensation increase	N/A		3.4	%	N/A		3.3	%

	2014				2013				2012
	US		Foreign		US		Foreign		US		Foreign
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.3	%	4.1	%	4.2	%	4.8	%	4.9	%
Expected long-term return on plan assets	7.8	%	6.1	%	7.8	%	6.2	%	8.3	%	6.3	%
Rate of compensation increase	N/A		3.3	%	N/A		3.4	%	N/A		3.5	%

Estimated Postretirement Benefit Payments

The following estimated postretirement benefit payments are payable from the plan to participants:

Year	Postretirement Benefits
	(Millions)
2015	$	9
2016	9
2017	9
2018	9
2019	9
2020-2023	42

Postretirement Cost

The following assumptions were used in the accounting for postretirement cost for the years of 2014, 2013 and 2012:

	2014		2013
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A

	2014		2013		2012
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A		N/A

XML

Assumptions Used for Calculating Fair Values of Stock Option Awards (Detail) (USD $)	1 Months Ended	12 Months Ended
	Dec. 31, 1999	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock Options Granted
Weighted average grant date fair value, per share		$ 26.46	$ 19.84	$ 17.35
Weighted average assumptions used:
Expected volatility		52.80%	66.40%	73.50%
Expected lives	3 years	5 years 0 months 0 days	4 years 10 months 24 days	4 years 8 months 12 days
Risk-free interest rates		1.70%	0.70%	0.80%
Dividends yields		0.00%	0.00%	0.00%

XML

Quarterly Financial Data (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Data [Line Items]
Net sales and operating revenues	$ 2,004	$ 2,081	$ 2,241	$ 2,094	$ 2,031	$ 1,963	$ 2,067	$ 1,903	$ 8,420	$ 7,964	$ 7,363
Cost of Sales (Excluding Depreciation and Amortization)	1,685	1,735	1,851	1,754	1,703	1,691	1,736	1,604	7,025	6,734	6,170
Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests	83	140	156	113	118	72	141	93	492	424	428
Net income attributable to Tenneco Inc.	$ 21	$ 78	$ 81	$ 46	$ 54	$ 12	$ 63	$ 54	$ 226	$ 183	$ 275
Basic earnings per share of common stock (in dollars per share)	$ 0.34	$ 1.29	$ 1.34	$ 0.76	$ 0.90	$ 0.19	$ 1.04	$ 0.90	$ 3.72	$ 3.03	$ 4.58
Diluted earnings per share of common stock (in dollars per share)	$ 0.33	$ 1.27	$ 1.32	$ 0.75	$ 0.88	$ 0.19	$ 1.02	$ 0.88	$ 3.66	$ 2.97	$ 4.50

XML

- Inventories by Major Classification (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Finished goods	$ 272	$ 267
Work in process	221	202
Raw materials	137	130
Materials and supplies	58	57
Inventories	$ 688	$ 656

XML

Summary of Accounting Policies - Foreign Currency Translation (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Foreign currency transaction losses	$ 1	$ 13	$ 8

XML

- Foreign Exchange Forward Contracts Fair Value on Gross Basis (Detail) (Foreign Exchange Forward, USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Long [Member] | Australia, Dollars
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	$ 3
Long [Member] | United Kingdom, Pounds
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	1
Long [Member] | Euro Member Countries, Euro
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	(1)
Long [Member] | South Africa, Rand
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	112
Long [Member] | United States of America, Dollars
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	14
Short [Member] | Canada, Dollars
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	2
Short [Member] | Euro Member Countries, Euro
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	4
Short [Member] | Japan, Yen
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	(1,268)
Short [Member] | United States of America, Dollars
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	$ 10

XML

CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues
Net sales and operating revenues	$ 2,004	$ 2,081	$ 2,241	$ 2,094	$ 2,031	$ 1,963	$ 2,067	$ 1,903	$ 8,420	$ 7,964	$ 7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,685	1,735	1,851	1,754	1,703	1,691	1,736	1,604	7,025	6,734	6,170
Goodwill impairment charge									0	0	0
Engineering, research, and development									169	144	126
Selling, general, and administrative									519	453	427
Depreciation and amortization of other intangibles									208	205	205
Costs and expenses									7,921	7,536	6,928
Other income (expense)
Loss on sale of receivables									(4)	(4)	(4)
Other expense									(3)	0	(3)
Total other income (expense)									(7)	(4)	(7)
Earnings before interest expense, income taxes, and noncontrolling interests	83	140	156	113	118	72	141	93	492	424	428
Interest expense (net of interest capitalized of $5 million for 2014 and $4 million for 2013 and 2012, respectively)									91	80	105
Earnings before income taxes and noncontrolling interests									401	344	323
Income tax expense									131	122	19
Net income									270	222	304
Less: Net income attributable to noncontrolling interests									44	39	29
Net income attributable to Tenneco Inc.	$ 21	$ 78	$ 81	$ 46	$ 54	$ 12	$ 63	$ 54	$ 226	$ 183	$ 275
Weighted average shares of common stock outstanding —
Basic (in shares)									60,734,022	60,474,492	59,985,677
Diluted (in shares)									61,782,508	61,594,062	61,083,510
Basic earnings per share of common stock (in dollars per share)	$ 0.34	$ 1.29	$ 1.34	$ 0.76	$ 0.90	$ 0.19	$ 1.04	$ 0.90	$ 3.72	$ 3.03	$ 4.58
Diluted earnings per share of common stock (in dollars per share)	$ 0.33	$ 1.27	$ 1.32	$ 0.75	$ 0.88	$ 0.19	$ 1.02	$ 0.88	$ 3.66	$ 2.97	$ 4.50

XML

Summary of Accounting Policies - Plant, Property, and Equipment, at Cost (Narrative) (Details)	12 Months Ended
	Dec. 31, 2014
Building Improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life of plant, property and equipment	10 years
Building Improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life of plant, property and equipment	50 years
Machinery and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life of plant, property and equipment	3 years
Machinery and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life of plant, property and equipment	25 years

XML

Projected Benefit Obligation Accumulated Benefit Obligation and Fair Value of Plan Assets for All Pension Plans (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Projected benefit obligation	$ 448	$ 421
Accumulated benefit obligation	448	421
Fair value of plan assets	334	347
Foreign
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Projected benefit obligation	349	289
Accumulated benefit obligation	344	286
Fair value of plan assets	$ 253	$ 218

XML

Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Operating Activities
Net cash provided (used) by operating activities	$ 341		$ 503		$ 365
Investing Activities
Proceeds from sale of assets	3		8		3
Cash payments for plant, property, and equipment	(328)		(244)		(256)
Cash payments for software related intangible assets	(13)		(25)		(13)
Payments To Acquire Assets Net Of Cash Acquired	(3)		0		(7)
Changes in restricted cash	2		(5)		0
Net cash used by investing activities	(339)		(266)		(273)
Financing Activities
Retirement of long-term debt	(462)		(16)		(411)
Issuance of long-term debt	(570)		0		(250)
Debt issuance cost on long-term debt	(12)		0		(13)
Tax benefit from stock-based compensation	26		24		0
Purchase of common stock under the share repurchase program	(22)		(27)		(18)
Issuance of common stock	19		20		5
Increase in bank overdrafts	6		(6)		5
Net increase/decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	(70)		(22)		67
Net increase in short-term borrowings secured by accounts receivable	(10)		(40)		50
Capital contribution from noncontrolling interest partner	5		0		5
Purchase of noncontrolling equity interest	0		(69)		0
Distribution to noncontrolling interest partners	(30)		(39)		(29)
Net cash provided (used) by financing activities	20		(175)		(89)
Effect of foreign exchange rate changes on cash and cash equivalents	(15)		(10)		6
Increase in cash and cash equivalents	7		52		9
Cash and cash equivalents, January 1	275	[1]	223	[1]	214
Cash and cash equivalents, December 31 (Note)	282	[1]	275	[1]	223	[1]
Guarantor Subsidiaries
Operating Activities
Net cash provided (used) by operating activities	44		270		385
Investing Activities
Proceeds from sale of assets	0		1		0
Cash payments for plant, property, and equipment	(106)		(102)		(101)
Cash payments for software related intangible assets	(5)		(19)		(6)
Payments To Acquire Assets Net Of Cash Acquired	3				(7)
Net cash used by investing activities	(114)		(120)		(114)
Financing Activities
Intercompany dividends and net increase (decrease) in intercompany obligations	74		(148)		(268)
Net cash provided (used) by financing activities	74		(148)		(268)
Increase in cash and cash equivalents	4		2		3
Cash and cash equivalents, January 1	6		4		1
Cash and cash equivalents, December 31 (Note)	10		6		4
Non-Guarantor Subsidiaries
Operating Activities
Net cash provided (used) by operating activities	314		244		253
Investing Activities
Proceeds from sale of assets	3		7		3
Cash payments for plant, property, and equipment	(222)		(142)		(155)
Cash payments for software related intangible assets	(8)		(6)		(7)
Payments To Acquire Assets Net Of Cash Acquired					0
Changes in restricted cash	2		(5)
Net cash used by investing activities	(225)		(146)		(159)
Financing Activities
Retirement of long-term debt	(9)		(2)		(1)
Issuance of long-term debt	45				0
Increase in bank overdrafts	6		(6)		5
Net increase/decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	(13)		(43)		48
Intercompany dividends and net increase (decrease) in intercompany obligations	(75)		121		(122)
Capital contribution from noncontrolling interest partner	5				5
Purchase of noncontrolling equity interest			(69)		0
Distribution to noncontrolling interest partners	(30)		(39)		(29)
Net cash provided (used) by financing activities	(71)		(38)		(94)
Effect of foreign exchange rate changes on cash and cash equivalents	(15)		(10)		6
Increase in cash and cash equivalents	3		50		6
Cash and cash equivalents, January 1	269		219		213
Cash and cash equivalents, December 31 (Note)	272		269		219
Tenneco Inc. (Parent Company)
Operating Activities
Net cash provided (used) by operating activities	21		48		(226)
Financing Activities
Retirement of long-term debt	(453)		(14)		(410)
Issuance of long-term debt	(525)				(250)
Debt issuance cost on long-term debt	(12)				(13)
Tax benefit from stock-based compensation	26		24
Purchase of common stock under the share repurchase program	(22)		(27)		(18)
Issuance of common stock	19		20		5
Net increase/decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	(57)		21		19
Net increase in short-term borrowings secured by accounts receivable	(10)		(40)		50
Intercompany dividends and net increase (decrease) in intercompany obligations	(37)		(32)		343
Net cash provided (used) by financing activities	(21)		(48)		226
Reclass & Elims
Operating Activities
Net cash provided (used) by operating activities	(38)		(59)		(47)
Financing Activities
Intercompany dividends and net increase (decrease) in intercompany obligations	38		59		47
Net cash provided (used) by financing activities	$ 38		$ 59		$ 47

[1] Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Operating Activities
Net income	$ 270		$ 222		$ 304
Adjustments to reconcile net income to cash provided by operating activities —
Goodwill impairment charge	0		0		0
Depreciation and amortization of other intangibles	208		205		205
Deferred income taxes	(1)		5		(65)
Stock-based compensation	13		13		11
Loss on sale of assets	6		1		4
Changes in components of working capital —
(Increase) decrease in receivables	(83)		(88)		(9)
(Increase) decrease in inventories	(74)		3		(72)
(Increase) decrease in prepayments and other current assets	(81)		(53)		(21)
Increase (decrease) in payables	94		161		12
Increase (decrease) in accrued taxes	0		(10)		7
Increase (decrease) in accrued interest	(6)		0		(3)
Increase (decrease) in other current liabilities	13		64		10
Change in long-term assets	12		7		14
Change in long-term liabilities	(13)		(32)		(37)
Other	(17)		5		5
Net cash provided by operating activities	341		503		365
Investing Activities
Proceeds from sale of assets	3		8		3
Cash payments for plant, property, and equipment	(328)		(244)		(256)
Cash payments for software related intangible assets	(13)		(25)		(13)
Cash payments for net assets purchased	(3)		0		(7)
Change in restricted cash	2		(5)		0
Net cash used by investing activities	(339)		(266)		(273)
Financing Activities
Retirement of long-term debt	(462)		(16)		(411)
Issuance of long-term debt	570		0		250
Debt issuance costs of long-term debt	(12)		0		(13)
Purchase of common stock under the share repurchase program	(22)		(27)		(18)
Issuance of common stock	19		20		5
Tax benefit from stock-based compensation	26		24		0
Increase (decrease) in bank overdrafts	6		(6)		5
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	(70)		(22)		67
Net increase (decrease) in short-term borrowings secured by accounts receivable	(10)		(40)		50
Capital contribution from noncontrolling interest partner	5		0		5
Purchase of noncontrolling equity interest	0		(69)		0
Distribution to noncontrolling interest partners	(30)		(39)		(29)
Net cash provided (used) by financing activities	20		(175)		(89)
Effect of foreign exchange rate changes on cash and cash equivalents	(15)		(10)		6
Increase in cash and cash equivalents	7		52		9
Cash and cash equivalents, January 1	275	[1]	223	[1]	214
Cash and cash equivalents, December 31 (Note)	282	[1]	275	[1]	223	[1]
Supplemental Cash Flow Information
Cash paid during the year for interest	93		79		100
Cash paid during the year for income taxes (net of refunds)	136		109		80
Non-cash Investing and Financing Activities
Period end balance of trade payables for plant, property, and equipment	$ 41		$ 52		$ 42

[1] Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

Amounts to be Reflected as Component of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net actuarial loss	$ 5
Prior service cost	(4)
Total	1
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net actuarial loss	230	190
Prior service cost	1	1
Total	231	191
Net actuarial loss	8
Prior service cost	0
Total expected amounts that will be amortized from accumulated other comprehensive income in 2013	8
Foreign
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net actuarial loss	172	137
Prior service cost	5	7
Total	177	144
Net actuarial loss	9
Prior service cost	1
Total expected amounts that will be amortized from accumulated other comprehensive income in 2013	$ 10

XML

Acquisitions -Transfers to Noncontrolling Interest (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Combinations [Abstract]
Net income attributable to Tenneco Inc.	$ 21	$ 78	$ 81	$ 46	$ 54	$ 12	$ 63	$ 54	$ 226	$ 183	$ 275
Decrease in equity for purchase of noncontrolling equity interest				(1)					0	(68)	0
Net income attributable to Tenneco Inc. shareholders less purchase of noncontrolling equity interest									$ 226	$ 115	$ 275

XML

Weighted-Average Assumptions used to Determine Net Periodic Benefit Cost (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.80%	4.10%	4.80%
United States Pension Plans of US Entity, Defined Benefits
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.80%	4.10%	4.80%
Expected long-term return on plan assets	7.80%	7.80%	8.30%
Foreign
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.30%	4.20%	4.90%
Expected long-term return on plan assets	6.10%	6.20%	6.30%
Rate of compensation increase	3.30%	3.40%	3.50%

XML

Supplemental Guarantor Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2014

Statement of Comprehensive Income (Loss)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,727		$	4,693		$	—		$	—		$	8,420
Affiliated companies	403			602			—			(1,005		)	—
	4,130			5,295			—			(1,005		)	8,420
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,391			4,639			—			(1,005		)	7,025
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	81			88			—			—			169
Selling, general, and administrative	211			302			6			—			519
Depreciation and amortization of other intangibles	86			122			—			—			208
	3,769			5,151			6			(1,005		)	7,921
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	26			9			—			(38		)	(3		)
	26			5			—			(38		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	387			149			(6		)	(38		)	492
Interest expense —
External (net of interest capitalized)	(1		)	4			88			—			91
Affiliated companies (net of interest income)	73			(75		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	315			220			(96		)	(38		)	401
Income tax expense	94			37			—			—			131
Equity in net income (loss) from affiliated companies	129			—			322			(451		)	—
Net income (loss)	350			183			226			(489		)	270
Less: Net income attributable to noncontrolling interests	—			44			—			—			44
Net income (loss) attributable to Tenneco Inc.	$	350		$	139		$	226		$	(489	)	$	226
Comprehensive income (loss) attributable to Tenneco Inc.	$	350		$	139		$	41		$	(489	)	$	41

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,498		$	4,466		$	—		$	—		$	7,964
Affiliated companies	350			572			—			(922		)	—
	3,848			5,038			—			(922		)	7,964
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,103			4,553			—			(922		)	6,734
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	66			78			—			—			144
Selling, general, and administrative	187			260			6			—			453
Depreciation and amortization of other intangibles	78			127			—			—			205
	3,434			5,018			6			(922		)	7,536
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	(1		)	59			—			(58		)	—
	(1		)	55			—			(58		)	(4		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	413			75			(6		)	(58		)	424
Interest expense —
External (net of interest capitalized)	(2		)	5			77			—			80
Affiliated companies (net of interest income)	70			(72		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	345			142			(85		)	(58		)	344
Income tax expense	60			62			—			—			122
Equity in net income (loss) from affiliated companies	32			—			268			(300		)	—
Net income (loss)	317			80			183			(358		)	222
Less: Net income attributable to noncontrolling interests	—			39			—			—			39
Net income (loss) attributable to Tenneco Inc.	$	317		$	41		$	183		$	(358	)	$	183
Comprehensive income (loss) attributable to Tenneco Inc.	$	317		$	41		$	231		$	358		$	231

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,331		$	4,032		$	—		$	—		$	7,363
Affiliated companies	182			547			—			(729		)	—
	3,513			4,579			—			(729		)	7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,056			3,843			—			(729		)	6,170
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	57			69			—			—			126
Selling, general, and administrative	198			224			5			—			427
Depreciation and amortization of other intangibles	72			133			—			—			205
	3,383			4,269			5			(729		)	6,928
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	115			(71		)	—			(47		)	(3		)
	115			(75		)	—			(47		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	245			235			(5		)	(47		)	428
Interest expense —
External (net of interest capitalized)	—			5			100			—			105
Affiliated companies (net of interest income)	212			(81		)	(131		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	33			311			26			(47		)	323
Income tax expense	(39		)	58			—			—			19
Equity in net income (loss) from affiliated companies	217			—			249			(466		)	—
Net income (loss)	289			253			275			(513		)	304
Less: Net income attributable to noncontrolling interests	—			29			—			—			29
Net income (loss) attributable to Tenneco Inc.	$	289		$	224		$	275		$	(513	)	$	275
Comprehensive income (loss) attributable to Tenneco Inc.	$	289		$	224		$	249		$	(513	)	$	249

Balance Sheet

BALANCE SHEET

	December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	10		$	272		$	—	$	—		$	282
Restricted cash	—			3			—		—			3
Receivables, net	408			1,309			—		(629		)	1,088
Inventories	312			376			—		—			688
Deferred income taxes	49			25			7		—			81
Prepayments and other	96			188			—		—			284
Total current assets	875			2,173			7		(629		)	2,426
Other assets:
Investment in affiliated companies	1,064			—			764		(1,828		)	—
Notes and advances receivable from affiliates	944			10,589			4,844		(16,377		)	—
Long-term receivables, net	12			—			—		—			12
Goodwill	22			43			—		—			65
Intangibles, net	10			16			—		—			26
Deferred income taxes	76			14			53		—			143
Other	40			53			27		—			120
	2,168			10,715			5,688		(18,205		)	366
Plant, property, and equipment, at cost	1,236			2,254			—		—			3,490
Less — Accumulated depreciation and amortization	(845		)	(1,427		)	—		—			(2,272		)
	391			827			—		—			1,218
Total assets	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	54		$	6	$	—		$	60
Short-term debt — affiliated	243			220			9		(472		)	—
Accounts payable	478			1,000			—		(106		)	1,372
Accrued taxes	(15		)	31			24		—			40
Other	134			241			3		(51		)	327
Total current liabilities	840			1,546			42		(629		)	1,799
Long-term debt — non-affiliated	—			44			1,025		—			1,069
Long-term debt — affiliated	1,730			10,516			4,131		(16,377		)	—
Deferred income taxes	—			18			—		—			18
Postretirement benefits and other liabilities	418			129			—		4			551
Commitments and contingencies
Total liabilities	2,988			12,253			5,198		(17,002		)	3,437
Redeemable noncontrolling interests	—			35			—		—			35
Tenneco Inc. Shareholders’ equity	446			1,386			497		(1,832		)	497
Noncontrolling interests	—			41			—		—			41
Total equity	446			1,427			497		(1,832		)	538
Total liabilities, redeemable noncontrolling interests and equity	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010

BALANCE SHEET

	December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6		$	269		$	—	$	—		$	275
Restricted cash	—			5			—		—			5
Receivables, net	387			1,306			16		(649		)	1,060
Inventories	279			377			—		—			656
Deferred income taxes	87			—			7		(23		)	71
Prepayments and other	35			188			—		—			223
Total current assets	794			2,145			23		(672		)	2,290
Other assets:
Investment in affiliated companies	944			—			696		(1,640		)	—
Notes and advances receivable from affiliates	1,026			7,320			4,826		(13,172		)	—
Long-term receivables, net	12			2			—		—			14
Goodwill	22			47			—		—			69
Intangibles, net	13			17			—		—			30
Deferred income taxes	72			9			44		—			125
Other	44			60			23		—			127
	2,133			7,455			5,589		(14,812		)	365
Plant, property, and equipment, at cost	1,173			2,325			—		—			3,498
Less — Accumulated depreciation and amortization	(807		)	(1,516		)	—		—			(2,323		)
	366			809			—		—			1,175
Total assets	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	68		$	15	$	—		$	83
Short-term debt — affiliated	247			176			10		(433		)	—
Accounts payable	521			1,011			—		(173		)	1,359
Accrued taxes	9			31			—		—			40
Other	128			285			9		(66		)	356
Total current liabilities	905			1,571			34		(672		)	1,838
Long-term debt — non-affiliated	—			8			1,011		—			1,019
Long-term debt — affiliated	1,700			7,338			4,134		(13,172		)	—
Deferred income taxes	—			28			—		—			28
Postretirement benefits and other liabilities	357			92			—		4			453
Commitments and contingencies
Total liabilities	2,962			9,037			5,179		(13,840		)	3,338
Redeemable noncontrolling interests	—			20			—		—			20
Tenneco Inc. Shareholders’ equity	331			1,313			433		(1,644		)	433
Noncontrolling interests	—			39			—		—			39
Total equity	331			1,352			433		(1,644		)	472
Total liabilities, redeemable noncontrolling interests and equity	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830

Statement of Cash Flows

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	44		$	314		$	21		$	(38	)	$	341
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(106		)	(222		)	—			—			(328		)
Cash payments for software related intangible assets	(5		)	(8		)	—			—			(13		)
Cash payments for net assets purchased	(3		)	—			—			—			(3		)
Changes in restricted cash	—			2			—			—			2
Net cash used by investing activities	(114		)	(225		)	—			—			(339		)
Financing Activities
Retirement of long-term debt	—			(9		)	(453		)	—			(462		)
Issuance of long-term debt	—			45			525			—			570
Debt issuance cost on long-term debt	—			—			(12		)	—			(12		)
Tax benefit from stock-based compensation	—			—			26			—			26
Purchase of common stock under the share repurchase program	—			—			(22		)	—			(22		)
Issuance of common stock	—			—			19			—			19
Increase in bank overdrafts	—			6			—			—			6
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(13		)	(57		)	—			(70		)
Net increase (decrease) in short-term borrowings secured by accounts receivable	—			—			(10		)	—			(10		)
Intercompany dividends and net increase (decrease) in intercompany obligations	74			(75		)	(37		)	38			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Distribution to noncontrolling interests partners	—			(30		)	—			—			(30		)
Net cash provided (used) by financing activities	74			(71		)	(21		)	38			20
Effect of foreign exchange rate changes on cash and cash equivalents	—			(15		)	—			—			(15		)
Increase in cash and cash equivalents	4			3			—			—			7
Cash and cash equivalents, January 1	6			269			—			—			275
Cash and cash equivalents, December 31 (Note)	$	10		$	272		$	—		$	—		$	282

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	270		$	244		$	48		$	(59	)	$	503
Investing Activities
Proceeds from sale of assets	1			7			—			—			8
Cash payments for plant, property, and equipment	(102		)	(142		)	—			—			(244		)
Cash payments for software related intangible assets	(19		)	(6		)	—			—			(25		)
Change in restricted cash	—			(5		)	—			—			(5		)
Net cash used by investing activities	(120		)	(146		)	—			—			(266		)
Financing Activities
Retirement of long-term debt	—			(2		)	(14		)	—			(16		)
Tax benefit from stock-based compensation	—			—			24			—			24
Purchase of common stock under the share repurchase program	—			—			(27		)	—			(27		)
Issuance of common stock	—			—			20			—			20
Increase in bank overdrafts	—			(6		)	—			—			(6		)
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(43		)	21			—			(22		)
Net increase in short-term borrowings secured by accounts receivable	—			—			(40		)	—			(40		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(148		)	121			(32		)	59			—
Purchase of noncontrolling equity interest	—			(69		)	—			—			(69		)
Distribution to noncontrolling interests partners	—			(39		)	—			—			(39		)
Net cash provided (used) by financing activities	(148		)	(38		)	(48		)	59			(175		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(10		)	—			—			(10		)
Increase in cash and cash equivalents	2			50			—			—			52
Cash and cash equivalents, January 1	4			219			—			—			223
Cash and cash equivalents, December 31 (Note)	$	6		$	269		$	—		$	—		$	275

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	385		$	253		$	(226	)	$	(47	)	$	365
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(101		)	(155		)	—			—			(256		)
Cash payments for software related intangible assets	(6		)	(7		)	—			—			(13		)
Cash payments for net assets purchased	(7		)	—			—			—			(7		)
Net cash used by investing activities	(114		)	(159		)	—			—			(273		)
Financing Activities
Retirement of long-term debt	—			(1		)	(410		)	—			(411		)
Issuance of long-term debt	—			—			250			—			250
Debt issuance cost on long-term debt	—			—			(13		)	—			(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—			(18		)
Issuance of common stock	—			—			5			—			5
Increase in bank overdrafts	—			5			—			—			5
Net decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			48			19			—			67
Net increase in short-term borrowings secured by accounts receivable	—			—			50			—			50
Intercompany dividends and net increase (decrease) in intercompany obligations	(268		)	(122		)	343			47			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Purchase of noncontrolling equity interest	—			—			—			—			—
Distribution to noncontrolling interests partners	—			(29		)	—			—			(29		)
Net cash provided (used) by financing activities	(268		)	(94		)	226			47			(89		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			6			—			—			6
Increase (decrease) in cash and cash equivalents	3			6			—			—			9
Cash and cash equivalents, January 1	1			213			—			—			214
Cash and cash equivalents, December 31 (Note)	$	4		$	219		$	—		$	—		$	223

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

- Short-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Disclosure Short Term Debt [Abstract]
Maturities classified as current	$ 2	$ 2
Short-term borrowings	58	81
Total short-term debt	$ 60	$ 83

XML

VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2014

VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Column A	Column B		Column C		Column D	Column E
			Additions
Description	Balance at Beginning of Year		Charged to Costs and Expenses	Charged to Other Accounts	Deductions	Balance at End of Year
	(Millions)
Allowance for Doubtful Accounts and Notes Receivable Deducted from Assets to Which it Applies:
Year Ended December 31, 2014	$	14	4	—	2	$	16
Year Ended December 31, 2013	$	14	1	—	1	$	14
Year Ended December 31, 2012	$	17	3	—	6	$	14

XML

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Data

Quarter	Net Sales and Operating Revenues		Cost of Sales (Excluding Depreciation and Amortization)		Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests		Net Income Attributable to Tenneco Inc.
	(Millions)
2014
1st	$	2,094	$	1,754	$	113	$	46
2nd	2,241		1,851		156		81
3rd	2,081		1,735		140		78
4th	2,004		1,685		83		21
	$	8,420	$	7,025	$	492	$	226
2013
1st	$	1,903	$	1,604	$	93	$	54
2nd	2,067		1,736		141		63
3rd	1,963		1,691		72		12
4th	2,031		1,703		118		54
	$	7,964	$	6,734	$	424	$	183

Quarter	Basic Earnings  per Share of Common Stock		Diluted Earnings per Share of Common Stock
2014
1st	$	0.76	$	0.75
2nd	1.34		1.32
3rd	1.29		1.27
4th	0.34		0.33
Full Year	3.72		3.66
2013
1st	$	0.90	$	0.88
2nd	1.04		1.02
3rd	0.19		0.19
4th	0.90		0.88
Full Year	3.03		2.97

XML

Weighted Average Assumptions Used to Determine Benefit Obligations (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan Ultimate Health Care Cost Year Five	4.50%	4.50%	4.50%
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.10%	4.80%
United States Pension Plans of US Entity, Defined Benefits
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.10%	4.80%
Foreign
Weighted-average assumptions used to determine benefit obligations
Discount rate	3.30%	4.30%
Rate of compensation increase	3.40%	3.30%

XML

Summary of Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Redeemable Noncontrolling Interests

The following is a rollforward of activity in our redeemable noncontrolling interests for the years ending December 31, 2014, 2013 and 2012, respectively:

	2014			2013			2012
	(Millions)
Balance January 1	$	20		$	15		$	12
Net income attributable to redeemable noncontrolling interests	23			14			9
Sale of 45 percent equity interest from Tenneco Inc	4			—			—
Capital Contributions	1			—			2
Dividends declared	(13		)	(9		)	(8		)
Balance December 31	$	35		$	20		$	15

Inventories by Major Classification

Inventories

At December 31, 2014 and 2013, inventory by major classification was as follows:

	2014		2013
	(Millions)
Finished goods	$	272	$	267
Work in process	221		202
Raw materials	137		130
Materials and supplies	58		57
	$	688	$	656

Changes in Net Carrying Amount of Goodwill

The changes in the net carrying amount of goodwill for the years ended December 31, 2014, 2013 and 2012 were as follows:

	Clean Air Division							Ride Performance Division
	North America		Europe, South America & India			Asia Pacific		North America		Europe, South America & India			Asia Pacific		Total
(Millions)
Balance at December 31, 2012	$	14	$	14		$	—	$	10	$	34		$	—	$	72
Translation Adjustment	—		—			—		—		(3		)	—		(3		)
Balance at December 31, 2013	14		14			—		10		31			—		69
Translation Adjustment	—		(2		)	—		—		(2		)	—		(4		)
Balance at December 31, 2014	14		12			—		10		29			—		65

Carrying Amount and Accumulated Amortization of Finite Useful Life Intangible Assets

The carrying amount and accumulated amortization of our finite useful life intangible assets were as follows:

	December 31, 2014					December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Gross Carrying Value		Accumulated Amortization
	(Millions)					(Millions)
Customer contract	$	8	$	(4	)	$	8	$	(4	)
Patents	3		(2		)	3		(2		)
Technology rights	26		(15		)	26		(12		)
Other	11		(2		)	11		(1		)
Total	$	48	$	(23	)	$	48	$	(19	)

Property, Plant and Equipment

At December 31, 2014 and 2013, plant, property, and equipment, at cost, by major category were as follows:

	2014		2013
	(Millions)
Land, buildings, and improvements	$	569	$	579
Machinery and equipment	2,655		2,673
Other, including construction in progress	266		246
	$	3,490	$	3,498

XML

- Financial Ratios Under Senior Credit Facility (Detail)	3 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014
Required
Debt Instrument [Line Items]
Leverage Ratio (maximum)	3.5	3.50	3.5	3.5
Interest Coverage Ratio (minimum)	2.75	2.75	2.75	3.75
Actual
Debt Instrument [Line Items]
Leverage Ratio (maximum)	1.63	1.57	1.55	1.22
Interest Coverage Ratio (minimum)	10.39	10.62	10.99	11.4

XML

Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2012	Dec. 31, 2014 LegalMatter defendent case State	Dec. 31, 2013	Dec. 31, 2012
Commitment And Contingencies [Line Items]
Estimate of authorized expenditures required to complete facilities and projects				$ 132
Operating Leases, 2015				46
Operating Leases, 2016				35
Operating Leases, 2017				27
Operating Leases, 2018				21
Operating Leases, 2019				14
Operating Leases for subsequent years				18
Capital Lease, 2015 (less than $1 million)				1
Capital Lease, 2016 (less than $1 million)				1
Capital Lease, 2017 (less than $1 million)				1
Capital Lease, 2018 (less than $1 million)				1
Capital Lease, 2019 (less than $1 million)				1
Total rental expense				64	58	55
Environmental remediation accrual, discounted basis				15
Portion of environmental remediation costs recorded in other current liabilities				3
Portion of environmental remediation costs recorded in deferred credits and other liabilities				12
Weighted average discount rate				2.20%
Environmental remediation accrual, undiscounted basis				19
Expected payments of environmental remediation costs, 2014				3
Expected payments of environmental remediation costs, 2015				1
Expected payments of environmental remediation costs, 2016				1
Expected payments of environmental remediation costs, 2017				1
Expected payments of environmental remediation costs, 2018				1
Expected payments of environmental remediation costs, thereafter				12
Number of states for which we are subject to an audit with respect to payment of unclaimed property				11
Number of years subject to audit with respect to payment of unclaimed property				30 years
Number of complaints filed alleging exposure to asbestos from our product categories				20,000
Current docket of active and inactive cases nationwide relating to alleged exposure to asbestos from our product categories				500
Number of defendants in many asbestos related cases				100
Premium freight and overtime costs incurred	$ 2	$ 2	$ 2		$ 3

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Millions, except Share data, unless otherwise specified	Total	Common Stock	Premium on Common Stock and Other Capital Surplus	Accumulated Other Comprehensive Loss	Retained Earnings (Accumulated Deficit)	Less - Common Stock Held as Treasury Stock, at Cost	Noncontrolling Interest
Beginning Balance at Dec. 31, 2011		$ 1	$ 3,016	$ (382)	$ (2,379)	$ 256	$ 43
Beginning Balance (in shares) at Dec. 31, 2011		62,101,335				1,694,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issued pursuant to benefit plans (in shares)		149,398
Stock options exercised (in shares)		538,649
Purchase of noncontrolling equity interest	0		0
Premium on common stock issued pursuant to benefit plans			15
Other comprehensive income (loss)	(25)			(26)			1
Net income attributable to Tenneco Inc.	275				275		20
Purchase of common stock through stock repurchase program (in shares)						600,000
Purchase of common stock through stock repurchase program						18
Capital contribution							3
Other comprehensive income (loss)							1
Dividends declared							(22)
Ending Balance at Dec. 31, 2012	291	1	3,031	(408)	(2,104)	274	45
Total Tenneco Inc. shareholders’ equity at Dec. 31, 2012						246
Ending Balance (in shares) at Dec. 31, 2012		62,789,382				2,294,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issued pursuant to benefit plans (in shares)		156,213
Stock options exercised (in shares)		769,133
Purchase of noncontrolling equity interest	(68)		(68)
Premium on common stock issued pursuant to benefit plans			51
Other comprehensive income (loss)	48			48			0
Net income attributable to Tenneco Inc.	183				183		24
Purchase of common stock through stock repurchase program (in shares)						550,000
Purchase of common stock through stock repurchase program						27
Capital contribution							0
Sale of noncontrolling equity interest							(1)
Other comprehensive income (loss)							0
Dividends declared							(29)
Ending Balance at Dec. 31, 2013	472	1	3,014	(360)	(1,921)	301	39
Total Tenneco Inc. shareholders’ equity at Dec. 31, 2013	433					433
Ending Balance (in shares) at Dec. 31, 2013		63,714,728				2,844,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issued pursuant to benefit plans (in shares)		62,334
Stock options exercised (in shares)		677,186
Purchase of noncontrolling equity interest	0		0
Premium on common stock issued pursuant to benefit plans			45
Other comprehensive income (loss)	(187)			(185)			(2)
Net income attributable to Tenneco Inc.	226				226		21
Purchase of common stock through stock repurchase program (in shares)						400,000
Purchase of common stock through stock repurchase program						22
Sale of noncontrolling equity interest							0
Other comprehensive income (loss)							(1)
Dividends declared							(18)
Ending Balance at Dec. 31, 2014	538	1	3,059	(545)	(1,695)	323	41
Total Tenneco Inc. shareholders’ equity at Dec. 31, 2014	$ 497					$ 497
Ending Balance (in shares) at Dec. 31, 2014		64,454,248				3,244,692

XML

CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Capitalized interest	$ 5	$ 4	$ 4

XML

Pension Plans, Postretirement and Other Employee Benefits

12 Months Ended

Dec. 31, 2014

Pension Plans, Postretirement and Other Employee Benefits

Pension Plans, Postretirement and Other Employee Benefits

Pension benefits are based on years of service and, for most salaried employees, on average compensation. Our funding policy is to contribute to the plans amounts necessary to satisfy the funding requirement of applicable federal or foreign laws and regulations. Of our $931 million benefit obligation at December 31, 2014, approximately $879 million required funding under applicable federal and foreign laws. The balance of our benefit obligation, $52 million, did not require funding under applicable federal or foreign laws and regulations. At December 31, 2014, we had approximately $726 million in assets to fund that obligation. Pension plan assets were invested in the following classes of securities:

	Percentage of Fair Market Value
	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
Equity Securities	70	%	60	%	71	%	62	%
Debt Securities	30	%	32	%	29	%	31	%
Real Estate	—		4	%	—		2	%
Other	—		4	%	—	%	5	%

The assets of some of our pension plans are invested in trusts that permit commingling of the assets of more than one employee benefit plan for investment and administrative purposes. Each of the plans participating in the trust has interests in the net assets of the underlying investment pools of the trusts. The investments for all our pension plans are recorded at estimated fair value, in compliance with the accounting guidance on fair value measurement.

The following table presents our plan assets using the fair value hierarchy as of December 31, 2014 and 2013, respectively. The fair value hierarchy has three levels based on the methods used to determine the fair value. Level 1 assets refer to those asset values based on quoted market prices in active markets for identical assets at the measurement date. Level 2 assets refer to assets with values determined using significant other observable inputs, and Level 3 assets include values determined with non-observable inputs.

	Fair Value Level as of December 31, 2014
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	134	$	—	$	31	$	25	$	—
U.S. mid cap	—		—		—		4		5		—
U.S. Small Cap	—		25		—		—		—		—
Non-U.S. large cap	—		—		—		57		68		—
Non-U.S. mid cap	—		24		—		20		16		—
Non-U.S. small cap	—		—		—		1		6		—
Emerging markets	—		8		—		—		3		—
Debt securities:
U.S. corporate bonds	—		5		—		—		5		—
U.S. other fixed income	—		95		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		41		27		—
Non-U.S. corporate bonds	—		—		—		20		27		—
Non-U.S. mortgage backed securities	—		—		—		—		2		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		—		—
Non-U.S. other fixed income	—		—		—		1		—		—
Real Estate:
Non-U.S. real estate	—		—		—		—		6		—
Other:
Insurance contracts	—		—		—		—		13		9
Cash held in bank accounts	2		—		—		4		—		—
Total	$	43	$	291	$	—	$	180	$	203	$	9

	Fair Value Level as of December 31, 2013
	US						Foreign
Asset Category	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(Millions)
Equity securities:
U.S. large cap	$	41	$	143	$	—	$	31	$	21	$	—
U.S. mid cap	—		—		—		4		4		—
U.S. Small Cap	—		27		—		—		—		—
Non-U.S. large cap	—		—		—		57		71		—
Non-U.S. mid cap	—		27		—		20		19		—
Non-U.S. small cap	—		—		—		1		7		—
Emerging markets	—		8		—		—		4		—
Debt securities:
U.S. corporate bonds	—		5		—		—		4		—
U.S. other fixed income	—		96		—		—		—		—
Non-U.S. treasuries/government bonds	—		—		—		35		25		—
Non-U.S. corporate bonds	—		—		—		18		18		—
Non-U.S. mortgage backed securities	—		—		—		—		4		—
Non-U.S. municipal obligations	—		—		—		1		—		—
Non-U.S. asset backed securities	—		—		—		—		3		—
Non-U.S. other fixed income	—		—		—		1		2		—
Real Estate:
Non-U.S. real estate	—		—		—		1		5		—
Other:
Insurance contracts	—		—		—		—		9		8
Cash held in bank accounts	—		—		—		6		—		—
Total	$	41	$	306	$	—	$	175	$	196	$	8

Level 1 assets were valued using market prices based on daily net asset value (NAV) or prices available daily through a public stock exchange. Level 2 assets were valued primarily using market prices, sometimes net of estimated realization expenses, and based on broker/dealer markets or in commingled funds where NAV is not available daily or publicly. For insurance contracts, the estimated surrender value of the policy was used to estimate fair market value. Level 3 assets in the Netherlands were valued using an industry standard model based on certain assumptions such as the U-return and estimated technical reserve.

The table below summarizes the changes in the fair value of the Level 3 assets:

	December 31, 2014				December 31, 2013
	Level 3 Assets				Level 3 Assets
	US		Foreign		US		Foreign
	(Millions)				(Millions)
Balance at December 31 of the previous year	$	—	$	8	$	—	$	8
Actual return on plan assets:
Relating to assets still held at the reporting date	—		1		—		—
Ending Balance at December 31	$	—	$	9	$	—	$	8

The following table contains information about significant concentrations of risk, including all individual assets that make up more than 5 percent of the total assets and any direct investments in Tenneco stock:

Asset Category	Fair Value Level	Value		Percentage of Total Assets
	(Millions)
2014:
Tenneco Stock	1	$	41	5.6	%
2013:
Tenneco Stock	1	$	41	5.6	%

Our investment policy for both our domestic and foreign plans is to invest more heavily in equity securities than debt securities. Targeted pension plan allocations are 70 percent in equity securities and 30 percent in debt securities, with acceptable tolerance levels of plus or minus five percent within each category for our domestic plans. Our foreign plans are individually managed to different target levels depending on the investing environment in each country.

Our approach to determining expected return on plan asset assumptions evaluates both historical returns as well as estimates of future returns, and adjusts for any expected changes in the long-term outlook for the equity and fixed income markets for both our domestic and foreign plans.

A summary of the change in benefit obligation, the change in plan assets, the development of net amount recognized, and the amounts recognized in the balance sheets for the pension plans and postretirement benefit plan follows:

	Pension												Postretirement
	2014						2013						2014			2013
	US			Foreign			US			Foreign			US			US
	(Millions)
Change in benefit obligation:
Benefit obligation at December 31 of the previous year	$	421		$	442		$	461		$	431		$	112		$	131
Currency rate conversion	—			(41		)	—			(2		)	—			—
Settlement	(53		)	—			—			(1		)	—			—
Curtailment	—			—						(1		)
Service cost	1			8			1			9			—			—
Interest cost	20			18			19			17			6			5
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Plan amendments	—			—			—			1			—			—
Actuarial (gain)/loss	77			73			(41		)	6			18			(16		)
Prior period correction	—			—			—			—			15			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Participants’ contributions	—			2			—			2			—			—
Benefit obligation at December 31	$	448		$	483		$	421		$	442		$	143		$	112
Change in plan assets:
Fair value at December 31 of the previous year	$	347		$	379		$	275		$	332		$	—		$	—
Currency rate conversion	—			(32		)	—			(3		)	—			—
Settlement	(41		)	—			—			(1		)	—			—
Actual return on plan assets	23			40			60			43			—			—
Administrative expenses/taxes paid	—			(2		)	—			(2		)	—			—
Employer contributions	23			22			31			26			8			8
Prescription drug subsidy received	—			—			—			—			—			—
Participants’ contributions	—			2			—			2			—			—
Benefits paid	(18		)	(17		)	(19		)	(18		)	(8		)	(8		)
Fair value at December 31	$	334		$	392		$	347		$	379		$	—		$	—
Development of net amount recognized:
Unfunded status at December 31	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)
Unrecognized cost:
Actuarial loss	230			172			190			137			53			32
Prior service cost/(credit)	1			5			1			7			(10		)	(16		)
Net amount recognized at December 31	$	116		$	87		$	117		$	82		$	(100	)	$	(96	)
Amounts recognized in the balance sheets as of December 31
Noncurrent assets	—			8			—			11			—			—
Current liabilities	(10		)	(3		)	(6		)	(2		)	(9		)	(8		)
Noncurrent liabilities	(105		)	(95		)	(68		)	(71		)	(134		)	(104		)
Net amount recognized	$	(115	)	$	(90	)	$	(74	)	$	(62	)	$	(143	)	$	(112	)

Assets of one plan may not be utilized to pay benefits of other plans. Additionally, the prepaid (accrued) pension cost has been recorded based upon certain actuarial estimates as described below. Those estimates are subject to revision in future periods given new facts or circumstances.

Net periodic pension costs for the years 2014, 2013 and 2012, consist of the following components:

	2014						2013						2012
	US			Foreign			US			Foreign			US			Foreign
	(Millions)
Service cost — benefits earned during the year	$	1		$	8		$	1		$	9		$	1		$	7
Interest cost	20			18			19			17			20			18
Expected return on plan assets	(25		)	(23		)	(22		)	(20		)	(22		)	(20		)
Curtailment loss	—			—			—			—			—			—
Settlement loss	21			—			—			1			—			1
Net amortization:
Actuarial loss	7			7			9			10			7			7
Prior service cost	—			2			—			1			—			2
Net pension costs	$	24		$	12		$	7		$	18		$	6		$	15

Amounts recognized in accumulated other comprehensive loss for pension benefits consist of the following components:

	2014				2013
	US		Foreign		US		Foreign
	(Millions)
Net actuarial loss	$	230	$	172	$	190	$	137
Prior service cost	1		5		1		7
	$	231	$	177	$	191	$	144

Amounts recognized for pension and postretirement benefits in other comprehensive income for the year ended December 31, 2014 and 2013 include the following components:

	Year Ended December 31,
	2014									2013
	Before-Tax Amount			Tax Benefit			Net-of-Tax Amount			Before-Tax Amount			Tax Benefit			Net-of-Tax Amount
	(Millions)
Defined benefit pension and postretirement plans:
Change in total actuarial gain (loss)	$	(124	)	$	35		$	(89	)	$	113		$	(41	)	$	72
Amortization of prior service cost included in net periodic pension and postretirement cost	(5		)	1			(4		)	(5		)	2			(3		)
Amortization of actuarial gain (loss) included in net periodic pension and postretirement cost	18			(5		)	13			23			(7		)	16
Other comprehensive income — pension benefits	$	(111	)	$	31		$	(80	)	$	131		$	(46	)	$	85

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	US		Foreign
	(Millions)
Net actuarial loss	$	8	$	9
Prior service cost	—		1
	$	8	$	10

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for all pension plans with accumulated benefit obligations in excess of plan assets at December 31, 2014 and 2013 were as follows:

	December 31, 2014				December 31, 2013
	US		Foreign		US		Foreign
	(Millions)
Projected benefit obligation	$	448	$	349	$	421	$	289
Accumulated benefit obligation	448		344		421		286
Fair value of plan assets	334		253		347		218

The following estimated benefit payments are payable from the pension plans to participants:

Year	US		Foreign
	(Millions)
2015	$	29	$	18
2016	21		19
2017	29		18
2018	22		19
2019	24		22
2020-2023	122		113

The following assumptions were used in the accounting for the pension plans for the years of 2014, 2013, and 2012:

	2014				2013
	US		Foreign		US		Foreign
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	3.3	%	4.8	%	4.3	%
Rate of compensation increase	N/A		3.4	%	N/A		3.3	%

	2014				2013				2012
	US		Foreign		US		Foreign		US		Foreign
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.3	%	4.1	%	4.2	%	4.8	%	4.9	%
Expected long-term return on plan assets	7.8	%	6.1	%	7.8	%	6.2	%	8.3	%	6.3	%
Rate of compensation increase	N/A		3.3	%	N/A		3.4	%	N/A		3.5	%

We made contributions of $46 million to our pension plans during 2014. Based on current actuarial estimates, we believe we will be required to make contributions of $31 million to those plans during 2015. Pension contributions beyond 2015 will be required, but those amounts will vary based upon many factors, including the performance of our pension fund investments during 2015 and future discount rate changes.

The company announced and launched a voluntary program offering to buyout former employees vested in the U.S. pension plan during the third quarter of 2014. The process was completed in the fourth quarter. Based on participant responses, more than 60% of the former employees who were eligible to participate received a buyout. This resulted in a non-cash charge of $21 million. The cash payments to those former employees who elected to take the buyout were made from the pension plan's assets and did not impact the company's cash flow. This program reduced the outstanding U.S. pension liability by approximately $50 million.

We have life insurance plans which provided benefit to a majority of our U.S. employees. We also have postretirement plans for our U.S. employees hired before January 1, 2001. The plans cover salaried employees retiring on or after attaining age 55 who have at least 10 years of service with us. For hourly employees, the postretirement benefit plans generally cover employees who retire according to one of our hourly employee retirement plans. All of these benefits may be subject to deductibles, co-payment provisions and other limitations, and we have reserved the right to change these benefits. For those employees hired after January 1, 2001, we do not provide any postretirement benefits. Our postretirement healthcare and life insurance plans are not funded. The measurement date used to determine postretirement benefit obligations is December 31.

Net periodic postretirement benefit cost for the years 2014, 2013, and 2012, consists of the following components:

	2014			2013			2012
	(Millions)
Service cost — benefits earned during the year	$	—		$	—		$	1
Interest on accumulated postretirement benefit obligation	6			5			6
Net amortization:
Actuarial loss	4			4			5
Prior service credit	(7		)	(6		)	(6		)
Prior period correction	9			$	—		$	—
Net periodic postretirement benefit cost	$	12		$	3		$	6

In the fourth quarter of 2014, we recorded an $11 million adjustment to our postretirement medical expense as a result of approximately 170 retirees who were entitled to benefits but had not been included in the prior year calculations of net periodic postretirement benefit cost.

In 2015, we expect to recognize the following amounts, which are currently reflected in accumulated other comprehensive loss, as components of net periodic benefit cost:

	2015
	(Millions)
Net actuarial loss	$	5
Prior service credit	(4		)
	$	1

The following estimated postretirement benefit payments are payable from the plan to participants:

Year	Postretirement Benefits
	(Millions)
2015	$	9
2016	9
2017	9
2018	9
2019	9
2020-2023	42

We do not expect to receive any future subsidies under the Medicare Prescription Drug, Improvement, and Modernization Act.

The weighted-average assumed health care cost trend rate used in determining the 2014 accumulated postretirement benefit obligation was 6.5 percent, declining to 4.5 percent by 2019. For 2013, the health care cost trend rate was 7.0 percent declining to 4.5 percent by 2019 and for 2012, the health care cost trend rate was 7.5 percent declining to 4.5 percent by 2019.

The following assumptions were used in the accounting for postretirement cost for the years of 2014, 2013 and 2012:

	2014		2013
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A

	2014		2013		2012
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	4.8	%	4.1	%	4.8	%
Rate of compensation increase	N/A		N/A		N/A

A one-percentage-point increase in the 2014 assumed health care cost trend rates would increase total service and interest cost by less than $1 million and would increase the postretirement benefit obligation by $15 million. A one-percentage-point decrease in the 2014 assumed health care cost trend rates would decrease the total service and interest cost by less than $1 million and decrease the postretirement benefit obligation by $12 million.

Based on current actuarial estimates, we believe we will be required to make postretirement contributions of approximately $9 million during 2015.

Effective January 1, 2012, the Tenneco Employee Stock Ownership Plan for Hourly Employees and the Tenneco Employee Stock Ownership Plan for Salaried Employees were merged into one plan called the Tenneco 401(k) Retirement Savings Plan (the “Retirement Savings Plan”). Under the plan, subject to limitations in the Internal Revenue Code, participants may elect to defer up to 75 percent of their salary through contributions to the plan, which are invested in selected mutual funds or used to buy our common stock. We match 100 percent of an employee's contributions up to three percent of the employee's salary and 50 percent of an employee's contributions that are between three percent and five percent of the employee's salary. In connection with freezing the defined benefit pension plans for nearly all U.S. based salaried and non-union hourly employees effective December 31, 2006, and the related replacement of those defined benefit plans with defined contribution plans, we are making additional contributions to the Employee Stock Ownership Plans. We recorded expense for these contributions of approximately $25 million, $23 million and $21 million in 2014, 2013 and 2012, respectively. Matching contributions vest immediately. Defined benefit replacement contributions fully vest on the employee’s third anniversary of employment.

XML

Segment and Geographic Area Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2014 operating_segment product_segment geographic_segment
Segment Reporting [Line Items]
Number of Reportable Segments	3
Number of Product Segments	2
Number of Operating Segments	6

XML

Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Service cost - benefits earned during the year	$ 0	$ 0	$ 1
Interest cost	6	5	6
Net amortization:
Actuarial loss	4	4	5
Prior service cost	(7)	(6)	(6)
Prior period correction	9	0	0
Net pension costs	12	3	6
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost - benefits earned during the year	1	1	1
Interest cost	20	19	20
Expected return on plan assets	25	22	22
Settlement loss	(21)	0	0
Net amortization:
Actuarial loss	7	9	7
Net pension costs	24	7	6
Foreign
Defined Benefit Plan Disclosure [Line Items]
Service cost - benefits earned during the year	8	9	7
Interest cost	18	17	18
Expected return on plan assets	23	20	20
Settlement loss	0	(1)	(1)
Net amortization:
Actuarial loss	7	10	7
Prior service cost	2	1	2
Net pension costs	$ 12	$ 18	$ 15

XML

Significant Concentrations of Risk (Detail) (Fair Value, Inputs, Level 1, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 1
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Investment in Tenneco stock	$ 41	$ 41
Investment in Tenneco stock as a percentage of total plan assets	5.60%	5.60%

XML

Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Feb. 20, 2015	Jun. 30, 2014
Document Documentand Entity Information [Abstract]
Entity Registrant Name	TENNECO INC
Entity Central Index Key	0001024725
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Trading Symbol	TEN
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		61,288,883
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 3.9

XML

Segment and Geographic Area Information

12 Months Ended

Dec. 31, 2014

Segment and Geographic Area Information

Segment and Geographic Area Information

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with 2013, we are managed and organized along our two major product lines (clean air and ride performance) and three geographic areas (North America; Europe, South America and India; and Asia Pacific), resulting in six operating segments (North America Clean Air, North America Ride Performance, Europe, South America and India Clean Air, Europe, South America and India Ride Performance, Asia Pacific Clean Air and Asia Pacific Ride Performance). Within each geographical area, each operating segment manufactures and distributes either clean air or ride performance products primarily for the original equipment and aftermarket industries. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments as "Other." We evaluate segment performance based primarily on earnings before interest expense, income taxes, and noncontrolling interests. Products are transferred between segments and geographic areas on a basis intended to reflect as nearly as possible the "market value" of the products. Prior period segment information has been revised to reflect our new reporting segments.

Segment results for 2014, 2013 and 2012 are as follows:

	Clean Air Division						Ride Performance Division
	North America		Europe, South America & India		Asia Pacific		North America		Europe, South America & India			Asia Pacific		Other			Reclass & Elims			Total
	(Millions)
At December 31, 2014, and for the Year Ended
Revenues from external customers	$	2,815	$	1,974	$	1,022	$	1,351	$	1,032		$	226	$	—		$	—		$	8,420
Intersegment revenues	25		114		—		10		38			43		—			(230		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	237		59		101		143		40			36		(124		)	—			492
Total assets	1,165		789		593		664		503			227		—			69			4,010
At December 31, 2013, and for the Year Ended
Revenues from external customers	2,658		1,934		852		1,255		1,046			219		—			—			7,964
Intersegment revenues	8		111		1		10		41			32		—			(203		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	229		57		84		124		(7		)	22		(85		)	—			424
Total assets	1,030		827		544		628		552			213		—			36			3,830
At December 31, 2012, and for the Year Ended
Revenues from external customers	$	2,506	$	1,726	$	694	$	1,213	$	1,041		$	183	$	—		$	—		$	7,363
Intersegment revenues	6		101		1		10		53			30		—			(201		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	202		54		71		122		41			5		(67		)	—			428
Total assets	1,029		725		435		593		600			202		—			24			3,608

The following table shows information relating to our external customer revenues for each product or each group of similar products:

	Net Sales Year Ended December 31,
	2014		2013		2012
	(Millions)
Emission Control Products & Systems
Aftermarket	$	318	$	327	$	318
Original Equipment
OE Value-add	3,559		3,282		2,948
OE Substrate	1,934		1,835		1,660
	5,493		5,117		4,608
	5,811		5,444		4,926
Ride Control Products & Systems
Aftermarket	976		953		944
Original Equipment	1,633		1,567		1,493
	2,609		2,520		2,437
Total Revenues	$	8,420	$	7,964	$	7,363

The following customers accounted for 10 percent or more of our net sales in the last three years. The net sales to both customers were across segments.

Customer	2014		2013		2012
General Motors Company	15	%	15	%	17	%
Ford Motor Company	13	%	14	%	15	%

The following table shows information relating to the geographic regions in which we operate:

	Geographic Area
	United States		China		Germany		Mexico		Canada		Other Foreign(a)		Reclass & Elims			Consolidated
	(Millions)
At December 31, 2014, and for the Year Then Ended
Revenues from external customers(b)	$	3,348	$	1,079	$	955	$	423	$	413	$	2,202	$	—		$	8,420
Long-lived assets(c)	473		192		113		34		52		487		—			1,351
Total assets	1,710		683		319		156		164		1,133		(155		)	4,010
At December 31, 2013, and for the Year Then Ended
Revenues from external customers(b)	$	3,144	$	875	$	941	$	397	$	387	$	2,220	$	—		$	7,964
Long-lived assets(c)	448		158		120		31		59		500		—			1,316
Total assets	1,552		602		358		126		182		1,200		(190		)	3,830
At December 31, 2012, and for the Year Then Ended
Revenues from external customers(b)	$	2,975	$	661	$	817	$	374	$	389	$	2,147	$	—		$	7,363
Long-lived assets(c)	429		139		115		31		57		490		—			1,261
Total assets	1,521		448		344		120		168		1,187		(180		)	3,608

(a) Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Mexico, and Canada are not material.

(b) Revenues are attributed to countries based on location of the shipper.

(c) Long-lived assets include all long-term assets except goodwill, intangibles and deferred tax assets.

XML

- Reconciliation of our Uncertain Tax Positions (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Uncertain tax positions -
Balance January 1	$ 115	$ 107	$ 119
Gross increases in tax positions in current period	8	15	13
Gross increases in tax positions in prior period	5	0	1
Gross decreases in tax positions in prior period	(5)	(1)	(12)
Gross decreases - settlements	(2)	0	(5)
Gross decreases - statute of limitations expired	(7)	(6)	(9)
Balance December 31	$ 114	$ 115	$ 107

XML

Changes in Fair Value of Level 3 Assets (Detail) (Foreign, Fair Value, Inputs, Level 3, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Foreign | Fair Value, Inputs, Level 3
Schedule of Defined Benefit Plan Asset Allocation Targets [Line Items]
Balance at December 31 of the previous year	$ 8	$ 8
Relating to assets still held at the reporting date	1	0
Ending Balance at December 31	$ 9	$ 8

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cumulative Translation Adjustment
Balance January 1	$ (56)	$ (19)	$ (26)
Translation of foreign currency statements	(107)	(37)	7
Balance December 31	(163)	(56)	(19)
Additional Liability for Pension and Postretirement Benefits [Roll Forward]
Balance January 1	(299)	(384)	(352)
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(80)	85	(32)
Balance December 31	(379)	(299)	(384)
Balance December 31	(542)	(355)	(403)
Net income	270	222	304
Translation of foreign currency statements	(107)	(37)	7
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(80)	85	(32)
Other comprehensive income	(187)	48	(25)
Comprehensive Income	83	270	279
Tenneco Inc.
Cumulative Translation Adjustment
Balance January 1	(61)	(24)	(30)
Translation of foreign currency statements	(105)	(37)	6
Balance December 31	(166)	(61)	(24)
Additional Liability for Pension and Postretirement Benefits [Roll Forward]
Balance January 1	(299)	(384)	(352)
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(80)	85	(32)
Balance December 31	(379)	(299)	(384)
Balance December 31	(545)	(360)	(408)
Net income	226	183	275
Translation of foreign currency statements	(105)	(37)	6
Adjustment to the Liability for Pension and Postretirement benefits, net of tax	(80)	85	(32)
Other comprehensive income	(185)	48	(26)
Comprehensive Income	41	231	249
Noncontrolling Interests
Cumulative Translation Adjustment
Balance January 1	5	5	4
Translation of foreign currency statements	(2)	0	1
Balance December 31	3	5	5
Additional Liability for Pension and Postretirement Benefits [Roll Forward]
Balance January 1	0	0	0
Balance December 31		0	0
Balance December 31	3	5	5
Net income	44	39	29
Translation of foreign currency statements	(2)	0	1
Other comprehensive income	(2)	0	1
Comprehensive Income	$ 42	$ 39	$ 30

XML

Long-Term Debt, Short-Term Debt, and Financing Arrangements

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Long-Term Debt, Short-Term Debt, and Financing Arrangements

Long-Term Debt, Short-Term Debt, and Financing Arrangements

Long-Term Debt

A summary of our long-term debt obligations at December 31, 2014 and 2013, is set forth in the following table:

	2014		2013
	(Millions)
Tenneco Inc. —
Revolver borrowings due 2017, average effective interest rate 2.7% in 2013	$	—	$	58
Revolver borrowings due 2019, average effective interest rate 2.6% in 2014	—		—
Senior Tranche A Term Loan due 2014 through 2017, average effective interest rate 2.7% in 2013	—		228
Senior Tranche A Term Loan due 2015 through 2019, average effective interest rate 1.9% in 2014	300		—
7 3/4% Senior Notes due 2018	—		225
5 3/8% Senior Notes due 2024	225		—
6 7/8% Senior Notes due 2020	500		500
Debentures due 2015 through 2026, average effective interest rate 7.5% in 2014 and 7.5% in 2013	1		1
Other subsidiaries —
Other Long Term Debt due in 2019, average interest rate 5.45% in 2014	37		—
Notes due 2015 through 2026, average effective interest rate 1.3% in both 2014 and 2013	8		9
	1,071		1,021
Less — maturities classified as current	2		2
Total long-term debt	$	1,069	$	1,019

The aggregate maturities applicable to the long-term debt outstanding at December 31, 2014, are $16 million, $16 million, $24 million, $31 million and $255 million for 2015, 2016, 2017, 2018 and 2019, respectively.

We have excluded the required payments, within the next twelve months, under the Tranche A Term Facility totaling $15 million from current liabilities as of December 31, 2014, because we have the intent and ability to refinance the obligations on a long-term basis by using our revolving credit facility.

Short-Term Debt

Our short-term debt includes the current portion of long-term obligations and borrowings by parent company and foreign subsidiaries. Information regarding our short-term debt as of and for the years ended December 31, 2014 and 2013 is as follows:

	2014		2013
	(Millions)
Maturities classified as current	$	2	$	2
Short-term borrowings	58		81
Total short-term debt	$	60	$	83

	Notes Payable(a)
	2014			2013
	(Dollars in Millions)
Outstanding borrowings at end of year	$	58		$	81
Weighted average interest rate on outstanding borrowings at end of year(b)	2.6		%	4.4		%
Maximum month-end outstanding borrowings during year	$	124		$	177
Average month-end outstanding borrowings during year	$	107		$	116
Weighted average interest rate on average month-end outstanding borrowings during year(b)	4.0		%	4.7		%

(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

(b) This calculation does not include the commitment fees to be paid on the unused revolving credit facility balances which are recorded as interest expense for accounting purposes.

Financing Arrangements

	Committed Credit Facilities(a) as of December 31, 2014
	Term	Commitments		Borrowings		Letters of Credit(b)		Available
	(Millions)
Tenneco Inc. revolving credit agreement	2019	1,200		—		34		1,166
Tenneco Inc. tranche A term facility	2019	300		300		—		—
Subsidiaries’ credit agreements	2015-2026	152		104		—		48
		$	1,652	$	404	$	34	$	1,214

(a) We generally are required to pay commitment fees on the unused portion of the total commitment.

(b) Letters of credit reduce the available borrowings under the revolving credit agreement.

Overview.    Our financing arrangements are primarily provided by a committed senior secured financing arrangement with a syndicate of banks and other financial institutions. The arrangement is secured by substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries, as well as guarantees by our material domestic subsidiaries.

On December 8, 2014, we completed an amendment and restatement of our senior credit facility by increasing the amounts and extending the maturity dates of our revolving credit facility and our Tranche A Term Facility. The amended and restated facility replaces our former $850 million revolving credit facility and $213 million Tranche A Term Facility. The proceeds from this refinancing transaction were used to repay the $213 million Tranche A Term Facility, to fund the fees and expenses associated with the purchase and redemption of our $225 million 7 ³/₄ percent senior notes due in 2018 and for general corporate purposes. As of December 31, 2014, the senior credit facility provides us with a total revolving credit facility size of $1,200 million and a $300 million Tranche A Term Facility, both of which will mature on December 8, 2019. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty (subject to any customary LIBOR breakage fees). The revolving credit facility is reflected as debt on our balance sheet only if we borrow money under this facility or if we use the facility to make payments for letters of credit. Outstanding letters of credit reduce our availability to borrow revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.75 million through December 31, 2016, $5.625 million beginning March 31, 2017 through December 31, 2017, $7.5 million beginning March 31, 2018 through September 30, 2019 and a final payment of $195 million is due on December 8, 2019. We have excluded the required payments, within the next twelve months, under the Tranche A Term Facility totaling $15 million from current liabilities as of December 31, 2014, because we have the intent and ability to refinance the obligations on a long-term basis by using our revolving credit facility.

On November 20, 2014, we announced a cash tender offer to purchase our outstanding $225 million 7 ³/₄ percent senior notes due in 2018 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $181 million aggregate principal amount of the notes and, on December 5, 2014, we purchased the tendered notes at a price of 104.35 percent of the principal amount (which includes a consent payment of three percent of the principal amount), plus accrued and unpaid interest, and amended the related indenture. On December 22, 2014, we redeemed the remaining outstanding $44 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 103.88 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $1,200 million revolving credit facility and the new $300 million Tranche A Term Facility was used in part to fund the fees and expenses of the tender offer and redemption.

We recorded $13 million of pre-tax interest charges in December 2014 related to the refinancing of our senior credit facility, the repurchase and redemption of our 7  ³/₄ percent senior notes due in 2018 and the write-off of deferred debt issuance costs relating to those notes.

At December 31, 2014, of the $1,200 million available under the revolving credit facility, we had unused borrowing capacity of $1,166 million with zero balance in outstanding borrowings and $34 million in outstanding letters of credit. As of December 31, 2014, our outstanding debt also included $300 million related to our Tranche A Term Facility due December 8, 2019, $225 million of 5 ³/8 percent senior notes due December 15, 2024, $500 million of 6 ⁷/8 percent senior notes due December 15, 2020, and $104 million of other debt.

Senior Credit Facility — Interest Rates and Fees.    Beginning December 8, 2014, our Tranche A Term Facility and revolving credit facility bear interest at an annual rate equal to, at our option, either (i) London Interbank Offered Rate (“LIBOR”) plus a margin of 175 basis points, or (ii) a rate consisting of the greater of (a) the JPMorgan Chase prime rate plus a margin of 75 basis points, (b) the Federal Funds rate plus 50 basis points plus a margin of 75 basis points, and (c) one month LIBOR plus 100 basis points plus a margin of 75 basis points. The margin we pay on these borrowings will be increased by a total of 25 basis points above the original margin following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 2.25 and less than 3.25, and will be increased by a total of 50 basis points above the original margin following each fiscal quarter for which our consolidated net leverage ratio is equal to or greater than 3.25. In addition, beginning after we deliver financial statements for the fiscal quarter ending September 30, 2015, the margin we pay on these borrowings will be reduced by a total of 25 basis points below the original margin if our consolidated net leverage ratio is less than 1.25. We also pay a commitment fee equal to 30 basis points that will be reduced to 25 basis points or increased to up to 40 basis points depending on consolidated net leverage ratio changes as set forth in the senior credit facility.

Senior Credit Facility — Other Terms and Conditions.    Our senior credit facility requires that we maintain financial ratios equal to or better than the following consolidated net leverage ratio (consolidated indebtedness net of cash divided by consolidated EBITDA, as defined in the senior credit facility agreement), and consolidated interest coverage ratio (consolidated EBITDA divided by consolidated interest expense, as defined in the senior credit facility agreement) at the end of each period indicated. Failure to maintain these ratios will result in a default under our senior credit facility. The financial ratios required under the amended and restated senior credit facility (or the predecessor facility, as applicable) and the actual ratios we achieved for the four quarters of 2014, are as follows:

	Quarter Ended
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
	Req.	Act.	Req.	Act.	Req.	Act.	Req.	Act.
Leverage Ratio (maximum)	3.50	1.22	3.50	1.55	3.50	1.57	3.50	1.63
Interest Coverage Ratio (minimum)	3.75	11.40	2.75	10.99	2.75	10.62	2.75	10.39

The senior credit facility includes a maximum leverage ratio covenant of 3.50 and a minimum interest coverage ratio of 2.75 through December 8, 2019.

The covenants in our senior credit facility agreement generally prohibit us from repaying or refinancing our senior notes. So long as no default existed, we would, however, under our senior credit facility agreement, be permitted to repay or refinance our senior notes (i) with the net cash proceeds of permitted refinancing indebtedness (as defined in the senior credit facility agreement) or with the net cash proceeds of our common stock in each case issued within 180 days prior to such repayment; (ii) with the net cash proceeds of the incremental facilities (as defined in the senior credit facility agreement) and certain indebtedness incurred by our foreign subsidiaries; (iii) with the proceeds of the revolving loans (as defined in the senior credit facility agreement); (iv) with the cash generated by our operations; (v) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the senior credit facility agreement) issued by us after December 8, 2014; and (vi) in exchange for permitted refinancing indebtedness or in exchange for shares of our common stock; provided that such purchases are capped as follows (with respect to clauses (iii), (iv) and (v) based on a pro forma consolidated leverage ratio after giving effect to such purchase, cancellation or redemption):

Pro forma Consolidated Leverage Ratio	Aggregate Senior Note Maximum Amount
	(Millions)
Greater than or equal to 3.0x	$	20
Greater than or equal to 2.5x	$	100
Greater than or equal to 2.0x	$	200
Less than 2.0x	no limit

Although the senior credit facility agreement would permit us to repay or refinance our senior notes under the conditions described above, any repayment or refinancing of our outstanding notes would be subject to market conditions and either the voluntary participation of note holders or our ability to redeem the notes under the terms of the applicable note indenture. For example, while the senior credit facility agreement would allow us to repay our outstanding notes via a direct exchange of the notes for either permitted refinancing indebtedness or for shares of our common stock, we do not, under the terms of the agreements governing our outstanding notes, have the right to refinance the notes via any type of direct exchange.

The senior credit facility agreement also contains other restrictions on our operations that are customary for similar facilities, including limitations on: (i) incurring additional liens; (ii) sale and leaseback transactions (except for the permitted transactions as described in the senior credit facility agreement); (iii) liquidations and dissolutions; (iv) incurring additional indebtedness or guarantees; (v) investments and acquisitions; (vi) dividends and share repurchases; (vii) mergers and consolidations; and (viii) refinancing of the senior notes. Compliance with these requirements and restrictions is a condition for any incremental borrowings under the senior credit facility agreement and failure to meet these requirements enables the lenders to require repayment of any outstanding loans.

As of December 31, 2014, we were in compliance with all the financial covenants and operational restrictions of the senior credit facility. Our senior credit facility does not contain any terms that could accelerate payment of the facility or affect pricing under the facility as a result of a credit rating agency downgrade.

Senior Notes.    As of December 31, 2014, our outstanding senior notes included $225 million of 5 ³/8 percent senior notes due December 15, 2024 and $500 million of 6 ⁷/8 percent senior notes due December 15, 2020. Under the indentures governing the notes, we are permitted to redeem some or all of the remaining senior notes at specified prices that decline to par over a specified period, (a) on or after December 15, 2019, in the case of the senior notes due 2024, and (b) December 15, 2015, in the case of the senior notes due 2020. In addition, the notes may also be redeemed at a price generally equal to 100 percent of the principal amount thereof plus a premium based on the present values of the remaining payments due to the noteholders. Further, the indentures governing the notes also permit us to redeem up to 35 percent of the senior notes due 2024, with the proceeds of certain equity offerings completed on or before December 15, 2017. If we sell certain of our assets or experience specified kinds of changes in control, we must offer to repurchase the notes due 2024 and 2020 at 101 percent of the principal amount thereof plus accrued and unpaid interest.

Our senior notes require that, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, our consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00. The indentures also contain restrictions on our operations, including limitations on: (i) incurring additional indebtedness or liens; (ii) dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) mergers and consolidations. Subject to limited exceptions, all of our existing and future material domestic wholly owned subsidiaries fully and unconditionally guarantee these notes on a joint and several basis. There are no significant restrictions on the ability of the subsidiaries that have guaranteed these notes to make distributions to us. As of December 31, 2014, we were in compliance with the covenants and restrictions of these indentures.

Accounts Receivable Securitization.    We securitize some of our accounts receivable on a limited recourse basis in North America and Europe. As servicer under these accounts receivable securitization programs, we are responsible for performing all accounts receivable administration functions for these securitized financial assets including collections and processing of customer invoice adjustments. In North America, we have an accounts receivable securitization program with three commercial banks comprised of a first priority facility and a second priority facility. We securitize original equipment and aftermarket receivables on a daily basis under the bank program. In March 2014, the North American program was amended and extended to March 20, 2015. The first priority facility continues to provide financing of up to $110 million and the second priority facility, which is subordinated to the first priority facility, continues to provide up to an additional $40 million of financing. Both facilities monetize accounts receivable generated in the U.S. and Canada that meet certain eligibility requirements. The second priority facility also monetizes certain accounts receivable generated in the U.S. or Canada that would otherwise be ineligible under the first priority securitization facility. The amount of outstanding third-party investments in our securitized accounts receivable under the North American program was zero at December 31, 2014 and $10 million at December 31, 2013.

Each facility contains customary covenants for financings of this type, including restrictions related to liens, payments, mergers or consolidations and amendments to the agreements underlying the receivables pool. Further, each facility may be terminated upon the occurrence of customary events (with customary grace periods, if applicable), including breaches of covenants, failure to maintain certain financial ratios, inaccuracies of representations and warranties, bankruptcy and insolvency events, certain changes in the rate of default or delinquency of the receivables, a change of control and the entry or other enforcement of material judgments. In addition, each facility contains cross-default provisions, where the facility could be terminated in the event of non-payment of other material indebtedness when due and any other event which permits the acceleration of the maturity of material indebtedness.

We also securitize receivables in our European operations with regional banks in Europe. The arrangements to securitize receivables in Europe are provided under six separate facilities provided by various financial institutions in each of the foreign jurisdictions. The commitments for these arrangements are generally for one year, but some may be cancelled with notice 90 days prior to renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $153 million and $134 million at December 31, 2014 and December 31, 2013, respectively.

If we were not able to securitize receivables under either the North American or European securitization programs, our borrowings under our revolving credit agreement might increase. These accounts receivable securitization programs provide us with access to cash at costs that are generally favorable to alternative sources of financing, and allow us to reduce borrowings under our revolving credit agreement.

In our North American accounts receivable securitization programs, we transfer a partial interest in a pool of receivables and the interest that we retain is subordinate to the transferred interest. Accordingly, we account for our North American securitization program as a secured borrowing. In our European programs, we transfer accounts receivables in their entirety to the acquiring entities and satisfy all of the conditions established under ASC Topic 860, “Transfers and Servicing,” to report the transfer of financial assets in their entirety as a sale. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized $2 million in interest expense for each of the years ended 2014 and 2013 and $3 million in interest expense for the year ended 2012, respectively, relating to our North American securitization program. In addition, we recognized a loss of $4 million for each of the years ended 2014, 2013 and 2012, on the sale of trade accounts receivable in our European accounts receivable securitization programs, representing the discount from book values at which these receivables were sold to our banks. The discount rate varies based on funding costs incurred by our banks, which averaged approximately two percent for the year ended 2014 and three percent for each of the years ended 2013 and 2012, respectively.

XML

Restructuring and Other Charges

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Restructuring and Other Charges

Restructuring and Other Charges

Over the past several years, we have adopted plans to restructure portions of our operations. These plans were approved by our Board of Directors and were designed to reduce operational and administrative overhead costs throughout the business. In 2012, we incurred $13 million in restructuring and related costs, primarily related to headcount reductions in South America and non-cash asset write downs of $4 million in Europe, of which $10 million was recorded in cost of sales and $3 million was recorded in SG&A. In 2013, we incurred $78 million in restructuring and related costs, primarily related to European cost reduction efforts including non-cash asset write downs of $3 million, the costs to exit the distribution of aftermarket exhaust products and ending production of leaf springs in Australia, headcount reductions in various regions, and the net impact of freezing our defined benefit plans in the United Kingdom, of which $70 million was recorded in cost of sales, $6 million in SG&A, $1 million in engineering expense and $1 million in other expense. In 2014, we incurred $49 million in restructuring and related costs including non-cash charges of $5 million, primarily related to European cost reduction efforts, headcount reductions in Australia and South America, the sale of a closed facility in Cozad, Nebraska and costs related to organizational change, of which $28 million was recorded in cost of sales, $9 million in SG&A, $7 million in engineering expense, $4 million in other expense and $1 million in depreciation and amortization.

Amounts related to activities that are part of our restructuring plans are as follows:

	December 31, 2013 Restructuring Reserve		2014 Expenses	2014 Cash Payments		Impact of Exchange Rates		December 31, 2014 Restructuring Reserve
	(Millions)
Employee Severance, Termination Benefits and Other Related Costs	$	44	44	(43	)	(5	)	$	40

On January 31, 2013, we announced our intent to reduce structural costs in Europe by approximately $60 million annually, and anticipate related costs of approximately $120 million, which includes the closing of the Vittaryd facility in Sweden that we announced in September 2012 and a $7 million charge recorded in the fourth quarter of 2012 related to the impairment of certain assets in the European ride performance business. Any plans affecting our European hourly and salaried workforce have been and will be subject to consultation with the relevant employee representatives. We incurred $78 million in restructuring and related costs in 2013, of which $69 million was related to this initiative including $3 million for non-cash asset write downs. In 2014, we incurred $49 million in restructuring and related costs, of which $31 million was related to this initiative including $3 million for non-cash asset write downs. As part of our European structural cost reduction initiative, on September 5, 2013, we announced our intent to close our ride performance plant in Gijon, Spain and reduce the workforce at our ride performance plant in Sint-Truiden, Belgium. The actions were subject to consultation with the relevant employee representatives and in total would eliminate approximately 480 jobs in Western Europe while allowing the most efficient use of our capital assets and production capacity across the region. We concluded the consultation period with employee representatives at Gijon without having reached agreement and on December 17, 2013 notified the Gijon employees' works council that the Company was proceeding with the plant closure. Employee terminations at Gijon were completed by the end of 2013. During the first quarter of 2014, the employees' works council filed suit challenging the decision to close the Gijon plant and the local High Court of Justice of Asturias ruled in favor of the employees' works council. On February 25, 2014, we announced the intention of the Company to appeal that decision to the Supreme Court of Spain in Madrid and at the same time we worked closely with local and European government officials to reach a solution to address the challenge to our restructuring plan by the Gijon plant's employees' works council. In July 2014, we finalized an agreement related to the restructuring with employee representatives at Gijon. In the same month, we also finalized an agreement related to the Sint Truiden restructuring with employee representatives. Under the final agreement for Gijon, the plant re-opened in July 2014 with about half of its prior workforce and will continue to be operated by Tenneco until a complete transfer of ownership takes place in 2016. In the first quarter of 2014, we announced and finalized the closure of the clean air just-in-time plant in Iwuy, France, due to reduced demand for the plant's products. The actions were subject to the required consultation process with the relevant employee representatives.

Under the terms of our amended and restated senior credit agreement that took effect on December 8, 2014, we are allowed to exclude up to $150 million in the aggregate of all costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by us or any of our subsidiaries, together with any related provision for taxes, incurred after December 8, 2014 in the calculation of the financial covenant ratios required under our senior credit facility. As of December 31, 2014, we have not excluded any allowable charges relating to restructuring initiatives against the $150 million available under the terms of the senior credit facility.

XML

Summary of Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Consolidation and Presentation

Consolidation and Presentation

Our consolidated financial statements include all majority-owned subsidiaries. We carry investments in 20 percent to 50 percent owned companies in which the Company does not have a controlling interest, as equity method investments, at cost plus equity in undistributed earnings since the date of acquisition and cumulative translation adjustments. We have eliminated intercompany transactions. We have evaluated all subsequent events through the date our financial statements were issued.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include, among others allowances for doubtful receivables, promotional and product returns, pension and postretirement benefit plans, income taxes, and contingencies.

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

We have noncontrolling interests in five joint ventures with redemption features that could require us to purchase the noncontrolling interests at fair value in the event of a change in control of Tenneco Inc. or certain of our subsidiaries. We do not believe that it is probable that the redemption features in any of these joint venture agreements will be triggered. However, the redemption of these shares is not solely within our control. Accordingly, the related noncontrolling interests are presented as “Redeemable noncontrolling interests” in the temporary equity section of our consolidated balance sheets.

Inventories

Our inventories are stated at the lower of cost or market value using the first-in, first-out (“FIFO”) or average cost methods.

Goodwill and Intangibles, net

Goodwill and Intangibles, net

We evaluate goodwill for impairment in the fourth quarter of each year, or more frequently if events indicate it is warranted. The goodwill impairment test consists of a two-step process. In step one, we compare the estimated fair value of our reporting units with goodwill to the carrying value of the unit’s assets and liabilities to determine if impairment exists within the recorded balance of goodwill. We estimate the fair value of each reporting unit using the income approach which is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of market trends, forecasted revenues and expenses, capital expenditures, weighted average cost of capital and other variables. A separate discount rate derived by a combination of published sources, internal estimates and weighted based on our debt to equity ratio, was used to calculate the discounted cash flows for each of our reporting units. These estimates are based on assumptions that we believe to be reasonable, but which are inherently uncertain and outside of the control of management. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist which requires step two to be performed to measure the amount of the impairment loss. The amount of impairment is determined by comparing the implied fair value of a reporting unit’s goodwill to its carrying value.

Plant, Property, and Equipment, at Cost

We depreciate these properties excluding land on a straight-line basis over the estimated useful lives of the assets. Useful lives range from 10 to 50 years for buildings and improvements and from 3 to 25 years for machinery and equipment.

Notes and Accounts Receivable and Allowance for Doubtful Accounts

Notes and Accounts Receivable and Allowance for Doubtful Accounts

Receivables consist of amounts billed and currently due from customers and unbilled pre-production design and development costs.

Pre-production Design and Development and Tooling Assets

Pre-production Design and Development and Tooling Assets

We expense pre-production design and development costs as incurred unless we have a contractual guarantee for reimbursement from the original equipment customer.

Internal Use Software Assets

Internal Use Software Assets

We capitalize certain costs related to the purchase and development of software that we use in our business operations. We amortize the costs attributable to these software systems over their estimated useful lives, ranging from 3 to 12 years, based on various factors such as the effects of obsolescence, technology, and other economic factors.

Income Taxes

Income Taxes

We recognize deferred tax assets and liabilities on the basis of the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax values, and net operating losses ("NOL") and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. U.S. GAAP requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

The valuation allowances recorded against deferred tax assets generated by taxable losses in foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

Revenue Recognition

Revenue Recognition

We recognize revenue for sales to our original equipment and aftermarket customers when title and risk of loss passes to the customers under the terms of our arrangements with those customers, which is usually at the time of shipment from our plants or distribution centers. Generally, in connection with the sale of exhaust systems to certain original equipment manufacturers, we purchase catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of our customers which are used in the assembled system. These substrates are included in our inventory and “passed through” to the customer at our cost, plus a small margin, since we take title to the inventory and are responsible for both the delivery and quality of the finished product. Revenues recognized for substrate sales were $1,934 million, $1,835 million and $1,660 million in 2014, 2013 and 2012, respectively. For our aftermarket customers, we provide for promotional incentives and returns at the time of sale. Estimates are based upon the terms of the incentives and historical experience with returns. Certain taxes assessed by governmental authorities on revenue producing transactions, such as value added taxes, are excluded from revenue and recorded on a net basis. Shipping and handling costs billed to customers are included in revenues and the related costs are included in cost of sales in our consolidated statements of income (loss).

Warranty Reserves

Warranty Reserves

Where we have offered product warranty, we also provide for warranty costs. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims and upon specific warranty issues as they arise. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. While we have not experienced any material differences between these estimates and our actual costs, it is reasonably possible that future warranty issues could arise that could have a significant impact on our consolidated financial statements.

Earnings Per Share

Earnings Per Share

We compute basic earnings per share by dividing income available to common shareholders by the weighted-average number of common shares outstanding. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that we adjust the weighted-average number of shares outstanding to include estimates of additional shares that would be issued if potentially dilutive common shares had been issued. In addition, we adjust income available to common shareholders to include any changes in income or loss that would result from the assumed issuance of the dilutive common shares.

Engineering, Research and Development

Engineering, Research and Development

We expense engineering, research, and development costs as they are incurred. Engineering, research, and development expenses were $169 million for 2014, $144 million for 2013, and $126 million for 2012, net of reimbursements from our customers. Our customers reimburse us for engineering, research, and development costs on some platforms when we prepare prototypes and incur costs before platform awards.

Advertising and Promotion Expenses

Advertising and Promotion Expenses

We expense advertising and promotion expenses as they are incurred.

Foreign Currency Translation

Foreign Currency Translation

We translate the consolidated financial statements of foreign subsidiaries into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted-average exchange rate for revenues and expenses in each period. We record translation adjustments for those subsidiaries whose local currency is their functional currency as a component of accumulated other comprehensive income (loss) in shareholders’ equity. We recognize transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred, except for those transactions which hedge purchase commitments and for those intercompany balances which are designated as long-term investments.

Risk Management Activities

Risk Management Activities

We use derivative financial instruments, principally foreign currency forward purchase and sales contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes. In managing our foreign currency exposures, we identify and aggregate existing offsetting positions and then hedge residual exposures through third-party derivative contracts. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at both December 31, 2014 and 2013 and is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. We record the change in fair value of these foreign exchange forward contracts as part of currency gains (losses) within cost of sales in the consolidated statements of income (loss). The fair value of foreign exchange forward contracts are recorded in prepayments and other current assets or other current liabilities in the consolidated balance sheet.

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an amendment on revenue recognition. The amendment in this update creates Topic 606, Revenue from Contracts with Customers, and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendment supersedes the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and creates new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment is effective for reporting periods beginning after December 15, 2016 for public entities. We will adopt this amendment on January1, 2017. We are currently evaluating the potential impact of this new guidance on our consolidated financial statements.

Restricted Net Assets

Restricted Net Assets

In certain countries where we operate, transfers of funds out of such countries by way of dividends, loans or advances are subject to certain central bank restrictions which require approval from the central bank authorities prior to transferring funds out of these countries. The countries in which we operate that have such restrictions include Argentina, China, South Africa, and Thailand.

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies

Commitments and Contingencies

Capital Commitments

We estimate that expenditures aggregating approximately $132 million will be required after December 31, 2014 to complete facilities and projects authorized at such date, and we have made substantial commitments in connection with these facilities and projects.

Lease Commitments

We have long-term leases for certain facilities, equipment and other assets. The minimum lease payments under our non-cancelable operating leases with lease terms in excess of one year are $46 million in 2015, $35 million in 2016, $27 million in 2017, $21 million in 2018, and $14 million in 2019 and $18 million in subsequent years. The minimum lease payments under our non-cancelable capital leases with lease terms in excess of one year are less than $1 million in each of the next five years. Total rental expense for the year 2014, 2013 and 2012 was $64 million, $58 million and $55 million, respectively.

Environmental Matters, Legal Proceedings and Product Warranties

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations. These matters are typically incidental to the conduct of our business and create the potential for contingent losses. We accrue for potential contingent losses when our review of available facts indicates that it is probable a loss has been incurred and the amount of the loss is reasonably estimable. Each quarter we assess our loss contingencies based upon currently available facts, existing technology, presently enacted laws and regulations and taking into consideration the likely effects of inflation and other societal and economic factors and record adjustments to these reserves as required. As an example, we consider all available evidence including prior experience in remediation of contaminated sites, other companies’ cleanup experiences and data released by the United States Environmental Protection Agency or other organizations when we evaluate our environmental remediation contingencies. All of our loss contingency estimates are subject to revision in future periods based on actual costs or new information. With respect to our environmental liabilities, where future cash flows are fixed or reliably determinable, we have discounted those liabilities. We evaluate recoveries separately from the liability and, when they are assured, recoveries are recorded and reported separately from the associated liability in our consolidated financial statements.

Environmental Matters

We are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to current operations. We expense costs related to an existing condition caused by past operations that do not contribute to current or future revenue generation. As of December 31, 2014, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At December 31, 2014, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $15 million, of which $3 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.2 percent. The undiscounted value of the estimated remediation costs was $19 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2015, $1 million each year beginning 2016 through 2019 and $12 million in aggregate thereafter.

Based on information known to us, we have established reserves that we believe are adequate for these costs. Although we believe these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates and are subject to revision as more information becomes available about the extent of remediation required. At some sites, we expect that other parties will contribute towards the remediation costs. In addition, certain environmental statutes provide that our liability could be joint and several, meaning that we could be required to pay in excess of our share of remediation costs. Our understanding of the financial strength of other potentially responsible parties at these sites has been considered, where appropriate, in our determination of our estimated liability. We do not believe that any potential costs associated with our current status as a potentially responsible party in the Federal Superfund site, or as a liable party at the other locations referenced herein, will be material to our consolidated financial position, results of operations, or liquidity.

Antitrust Investigations

On March 25, 2014, representatives of the European Commission were at Tenneco GmbH's Edenkoben, Germany administrative facility to gather information in connection with an ongoing global antitrust investigation concerning multiple automotive suppliers. On March 25, 2014, we also received a related subpoena from the U.S. Department of Justice (“DOJ”).

On November 5, 2014, the DOJ granted us conditional leniency pursuant to an agreement we entered into under the Antitrust Division’s Corporate Leniency Policy. This agreement provides us with important benefits in exchange for our self reporting of matters to the DOJ and our continuing full cooperation with the DOJ’s resulting investigation. For example, the DOJ will not bring any criminal antitrust prosecution against us, nor seek any criminal fines or penalties, in connection with the matters we reported to the DOJ. Additionally, there are limits on our liability related to any follow on civil antitrust litigation in the U.S. The limits include single rather than treble damages, as well as relief from joint and several antitrust liability with other relevant civil antitrust action defendants. These limits are subject to our satisfying the DOJ and any court presiding over such follow on civil litigation. We cannot provide any assurance as to when such actions will be filed in the future or how they will ultimately be resolved.

Certain other competition agencies are also investigating possible violations of antitrust laws relating to products supplied by our company. We have cooperated and continue to cooperate fully with all of these antitrust investigations, and take other actions to minimize our potential exposure.

Antitrust law investigations and related matters often continue for several years and can result in significant penalties and liability. At this point, we cannot estimate the ultimate impact on our company from investigations into our antitrust compliance and related matters in light of the uncertainties and many variables involved, and there can be no assurance that the ultimate resolution of these matters, including any civil litigation claims, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Other Legal Proceedings, Claims and Investigations

We also from time to time are involved in legal proceedings, claims or investigations. Some of these matters involve allegations of damages against us relating to environmental liabilities (including, toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, employment matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance. For example, one of our Argentine subsidiaries is currently defending against a criminal complaint alleging the failure to comply with laws requiring the proceeds of export transactions to be collected, reported and/or converted to local currency within specified time periods. As another example, in the U.S. we are subject to an audit in 11 states with respect to the payment of unclaimed property to those states, spanning a period as far back as over 30 years. While we vigorously defend ourselves against all of these legal proceedings, claims and investigations and take other actions to minimize our potential exposure, in future periods we could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claim, except as described above under "Antitrust Investigations," we do not expect the legal proceedings, or claims or investigations currently pending against us will have any material adverse impact on our consolidated financial position, results of operations or liquidity.

In addition, we are subject to lawsuits initiated by a significant number of claimants alleging health problems as a result of exposure to asbestos. In the early 2000’s we were named in nearly 20,000 complaints, most of which were filed in Mississippi state court and the vast majority of which made no allegations of exposure to asbestos from our product categories. Most of these claims have been dismissed and our current docket of active and inactive cases is less than 500 cases nationwide. A small number of claims have been asserted by railroad workers alleging exposure to asbestos products in railroad cars manufactured by The Pullman Company, one of our subsidiaries. The substantial majority of the remaining claims are related to alleged exposure to asbestos in our automotive products. Only a small percentage of the claimants allege that they were automobile mechanics and a significant number appear to involve workers in other industries or otherwise do not include sufficient information to determine whether there is any basis for a claim against us. We believe, based on scientific and other evidence, it is unlikely that mechanics were exposed to asbestos by our former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants, with the number of some cases exceeding 100 defendants from a variety of industries. Additionally, the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages. As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, we may experience an increased number of these claims. We vigorously defend ourselves against these claims as part of our ordinary course of business. In future periods, we could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to us. To date, with respect to claims that have proceeded sufficiently through the judicial process, we have regularly achieved favorable resolutions. Accordingly, we presently believe that these asbestos-related claims will not have a material adverse impact on our future consolidated financial position, results of operations or liquidity.

Warranty Matters

We provide warranties on some of our products. The warranty terms vary but range from one year up to limited lifetime warranties on some of our premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified on OE products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. We actively study trends of our warranty claims and take action to improve product quality and minimize warranty claims. We believe that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the balance sheet.

Below is a table that shows the activity in the warranty accrual accounts:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Beginning Balance	$	24		$	23		$	26
Accruals related to product warranties	24			20			15
Reductions for payments made	(22		)	(19		)	(18		)
Ending Balance	$	26		$	24		$	23

In the fourth quarter of 2011, we encountered an issue in our North America OE ride performance business involving struts supplied on one particular OE platform. As a result, we directly incurred approximately $2 million in premium freight and overtime costs in the fourth quarter of 2011 and $3 million in 2012. In the first quarter of 2013 we incurred a charge of $2 million in connection with the resolution of all existing claims pertaining to this matter. We paid the customer the $2 million in the second quarter of 2013.

XML

Stock Options Status and Activity (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended				12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule Of Stock Options [Line Items]
Increase Decrease In Earnings Per Share Diluted						$ (0.09)	$ (0.08)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares Under Option Outstanding Beginning Balance	2,073,185	2,086,770	2,119,003	1,983,573	1,983,573
Shares Under Option, Granted	0	834	0	192,624
Share Under Option, Canceled	0	(526)		(31,299)
Shares Under Option, Forfeited	(12,182)	(1,535)	0	(300)
Shares Under Option, Exercised	(607,000)	(12,358)	(32,233)	(25,595)
Shares Under Option Outstanding Ending Balance	1,454,003	2,073,185	2,086,770	2,119,003	1,454,003	1,983,573
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Prices, Outstanding, Beginning Balance	$ 26.13	$ 26.11	$ 26.10	$ 22.93	$ 22.93
Weighted Average Exercise Prices, Granted	$ 0	$ 66.54	$ 0.00	$ 56.23
Weighted Average Exercise Price, Canceled	$ 0.00	$ 36.00		$ 19.78
Weighted Average Exercise Prices, Forfeited	$ 47.36	$ 29.72	$ 0.00	$ 22.77
Weighted Average Exercise Prices, Exercised	$ 13.66	$ 23.81	$ 25.49	$ 14.72
Weighted Average Exercise Prices, Outstanding, Ending Balance	$ 31.16	$ 26.13	$ 26.11	$ 26.10	$ 31.16	$ 22.93
Weighted Average Remaining Life in Years	4 years 4 months 24 days	4 years 1 month 5 days	4 years 3 months 17 days	4 years 7 months 5 days		4 years 6 months 0 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ 77	$ 75	$ 67	$ 62	$ 62
Aggregate Intrinsic Value, Exercised	24	0	1	1	30	19	10
Aggregate Intrinsic Value, Outstanding, Ending Balance	33	77	75	67	33	62
Stock Option
Schedule Of Stock Options [Line Items]
Unrecorded Tax Benefit From Stock Options Exercised					$ 12	$ 6	$ 10

XML

Common Stock

12 Months Ended

Dec. 31, 2014

Common Stock

Common Stock

We have authorized 135 million shares ($0.01 par value) of common stock, of which 64,454,248 shares and 63,714,728 shares were issued at December 31, 2014 and 2013, respectively. We held 3,244,692 and 2,844,692 shares of treasury stock at December 31, 2014 and 2013, respectively.

Equity Plans — In December 1996, we adopted the 1996 Stock Ownership Plan, which permitted the granting of a variety of awards, including common stock, restricted stock, performance units, stock equivalent units, stock appreciation rights (“SARs”) and stock options to our directors, officers, employees and consultants. The 1996 plan, which terminated as to new awards on December 31, 2001, was renamed the “Stock Ownership Plan.” In December 1999, we adopted the Supplemental Stock Ownership Plan, which permitted the granting of a variety of similar awards to our directors, officers, employees and consultants. We were authorized to deliver up to about 1.1 million treasury shares of common stock under the Supplemental Stock Ownership Plan, which also terminated as to new awards on December 31, 2001. In March 2002, we adopted the 2002 Long-Term Incentive Plan which permitted the granting of a variety of similar awards to our officers, directors, employees and consultants. Up to 4 million shares of our common stock were authorized for delivery under the 2002 Long-Term Incentive Plan. In March 2006, we adopted the 2006 Long-Term Incentive Plan which replaced the 2002 Long-Term Incentive Plan and permits the granting of a variety of similar awards to directors, officers, employees and consultants. On May 13, 2009, our stockholders approved an amendment to the Tenneco Inc. 2006 Long-Term Incentive Plan to increase the shares of common stock available thereunder by 2.3 million. Each share underlying an award generally counts as one share against the total plan availability under the 2009 amendment, each share underlying a full value award (e.g. restricted stock), however, counts as 1.25 shares against the total plan availability. On May 15, 2013 our stockholders approved another amendment to the Tenneco Inc. 2006 Long-Term Incentive Plan to increase the shares of common stock available thereunder by 3.5 million. As part of this amendment, each share underlying a full value award subsequently issued counts as 1.49 shares against total plan availability. As of December 31, 2014, up to 3,610,571 shares of our common stock remain authorized for delivery under the 2006 Long-Term Incentive Plan. Our nonqualified stock options have seven to 20 year terms and vest equally over a three-year service period from the date of the grant.

We have granted restricted common stock and stock options to our directors and certain key employees and restricted stock units, payable in cash, to certain key employees. These awards generally require, among other things, that the award holder remain in service to our company during the restriction period, which is currently three years, with a portion of the award vesting equally each year. We also have granted stock equivalent units and long-term performance units to certain key employees that are payable in cash. At December 31, 2014, the long-term performance units outstanding included a three-year grant for 2012-2014 payable in the first quarter of 2015, a three-year grant for 2013-2015 payable in the first quarter of 2016, and a three-year grant for 2014-2016 payable in the first quarter of 2017. Payment is based on the attainment of specified performance goals. Grant value is based on stock price, cumulative EBITDA and free cash flow metrics. In addition, we have granted SARs to certain key employees in our Asian and Indian operations that are payable in cash after a three-year service period. The grant value is indexed to the stock price.

Accounting Methods — We have recorded compensation expense (net of taxes) of $3 million, $6 million, and $5 million in the years ended December 31, 2014, 2013 and 2012, respectively, related to nonqualified stock options as part of our selling, general and administrative expense. This resulted in a $0.06 decrease in basic and diluted earnings per share in 2014, a $0.10 decrease in basic and a $0.09 decrease in diluted earnings per share in 2013, and a $0.09 decrease in basic and a $0.08 decrease in diluted earnings per share in 2012.

For employees eligible to retire at the grant date, we immediately expense stock options and restricted stock. If employees become eligible to retire during the vesting period, we immediately recognize any remaining expense associated with their stock options and restricted stock.

As of December 31, 2014, there was approximately $5 million of unrecognized compensation costs related to our stock options awards that we expect to recognize over a weighted average period of 0.9 years.

Compensation expense for restricted stock, restricted stock units, long-term performance units and SARs (net of taxes) was $13 million, $17 million, and $16 million for each of the years ended 2014, 2013 and 2012, respectively, and was recorded in selling, general, and administrative expense on the consolidated statements of income.

Cash received from stock option exercises was $10 million in 2014, $15 million in 2013, and $7 million in 2012. Stock option exercises generated an excess tax benefit of $12 million in 2014, $6 million in 2013 and $10 million in 2012. We started to record this tax benefit in the third quarter of 2013 when we began utilizing our federal and state NOLs. We recorded a tax benefit of $26 million in 2014, of which $14 million was related to the historic tax benefit on stock options from 2011 to 2013. In 2013 we recorded a tax benefit of $24 million related to the historic tax benefit on stock options from 2006 through 2011.

Assumptions — We calculated the fair values of stock option awards using the Black-Scholes option pricing model with the weighted average assumptions listed below. The fair value of share-based awards is determined at the time the awards are granted which is generally in January of each year, and requires judgment in estimating employee and market behavior.

	2014			2013			2012
Stock Options Granted:
Weighted average grant date fair value, per share	$	26.46		$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	52.8		%	66.4		%	73.5		%
Expected lives	5.0			4.9			4.7
Risk-free interest rates	1.7		%	0.7		%	0.8		%
Dividends yields	—		%	—		%	—		%

Expected volatility is calculated based on current implied volatility and historical realized volatility for the Company.

Expected lives of options are based upon the historical and expected time to post-vesting forfeiture and exercise. We believe this method is the best estimate of the future exercise patterns currently available.

The risk-free interest rates are based upon the Constant Maturity Rates provided by the U.S. Treasury. For our valuations, we used the continuous rate with a term equal to the expected life of the options.

Stock Options — The following table reflects the status and activity for all options to purchase common stock for the period indicated:

	Year Ended December 31, 2014
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options:
Outstanding, January 1, 2014	1,983,573		$	22.93	4.5	$	62
Granted	192,624		56.23
Canceled	(31,299	)	19.78
Forfeited	(300	)	22.77
Exercised	(25,595	)	14.72			1
Outstanding, March 31, 2014	2,119,003		$	26.10	4.6	$	67
Granted	—		—
Forfeited	—		—
Exercised	(32,233	)	25.49			1
Outstanding, June 30, 2014	2,086,770		$	26.11	4.3	$	75
Granted	834		66.54
Canceled	(526	)	36.00
Forfeited	(1,535	)	29.72
Exercised	(12,358	)	23.81			—
Outstanding, September 30, 2014	2,073,185		$	26.13	4.1	$	77
Granted	—		—
Canceled	—		—
Forfeited	(12,182	)	47.36
Exercised	(607,000	)	13.66			24
Outstanding, December 31, 2014	1,454,003		$	31.16	4.4	$	33

Of the outstanding 1,454,003 options, 971,689 are currently exercisable and have an intrinsic value of $28 million, a weighted average exercise price of 25.37 and a weighted average remaining life of 4.5 years.

The weighted average grant-date fair value of options granted during the years 2014, 2013 and 2012 was $26.48, $19.91 and $17.49, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013, and 2012 was $30 million, $19 million and $10 million, respectively. The total fair value of shares vested was $6 million, $5 million, and $4 million in 2014, 2013 and 2012.

Restricted Stock — The following table reflects the status for all nonvested restricted shares for the period indicated:

	Year Ended December 31, 2014
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2014	368,268		$	34.90
Granted	131,561		54.90
Vested	(186,112	)	36.57
Forfeited	—		—
Nonvested balance at March 31, 2014	313,717		$	42.30
Granted	2,838		66.96
Vested	(2,286	)	31.63
Forfeited	(575	)	38.52
Nonvested balance at June 30, 2014	313,694		$	42.60
Granted	1,160		67.02
Vested	(10,664	)	55.36
Forfeited	—		—
Nonvested balance at September 30, 2014	304,190		$	42.25
Granted	—		—
Vested	(11,040	)	36.37
Forfeited	(7,099	)	47.37
Nonvested balance at December 31, 2014	286,051		$	42.35

The fair value of restricted stock grants is equal to the average market price of our stock at the date of grant. As of December 31, 2014, approximately $5 million of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.7 years.

The weighted average grant-date fair value of restricted stock granted during the years 2014, 2013 and 2012 was $55.26, $36.40, and $30.06, respectively. The total fair value of restricted shares vested was $8 million in 2014, $6 million in 2013 and $5 million in 2012.

Share Repurchase Program — In January 2012, our Board of Directors approved a share repurchase program, authorizing us to repurchase up to 600,000 shares of our outstanding common stock over a 12 months period. This share repurchase program was intended to offset dilution from shares of restricted stock and stock options issued in 2012 to employees. We purchased all of the 600,000 shares during the second quarter of 2012 through open market purchases, which were funded through cash from operations, at a total cost of $18 million, at an average price of $29.22 per share. These repurchased shares are held as part of our treasury stock which increased to 2,294,692 shares at December 31, 2012 from 1,694,692 shares at December 31, 2011.

In January 2013, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to 550,000 shares of our outstanding common stock over a 12 month period. This share repurchase program is intended to offset dilution from shares of restricted stock and stock options issued in 2013 to employees. We purchased 450,000 shares through open market purchases and 100,000 shares from the Tenneco Retirement Plan for Salaried Employees, both of which were funded through cash from operations, at a total cost of $27 million, at an average price of 49.33 per share. These repurchased shares are held as part of our treasury stock which increased to 2,844,692 shares at December 31, 2013 from 2,294,692 shares at December 31, 2012.

In January 2014, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to 400,000 shares of our outstanding common stock over a 12 month period. This share repurchase program is intended to offset dilution from shares of restricted stock and stock options issued in 2014 to employees. We purchased 400,000 shares through open market purchases, which were funded through cash from operations, at a total cost of $22 million, at an average price of $56.06 per share. These repurchased shares are held as part of our treasury stock which increased to 3,244,692 shares at December 31, 2014 from 2,844,692 shares at December 31, 2013.

In January 2015, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to $350 million of our outstanding common stock over a three-year period.

Long-Term Performance Units, Restricted Stock Units and SARs — Long-term performance units, restricted stock units, and SARs are paid in cash and recognized as a liability based upon their fair value. As of December 31, 2014, $14 million of total unrecognized compensation costs is expected to be recognized over a weighted-average period of approximately 1.6 years.

XML

Restructuring and Other Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	$ 49	$ 78
Non- cash charges	5	3
Restructuring and related cost allowed to be excluded from the calculation of financial covenant ratios	150
Effect on Future Cash Flows, Amount		60
European Ride Control Business
Restructuring Cost and Reserve [Line Items]
Non-cash impairment charge			7
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	78
Vittaryd Plant Closing
Restructuring Cost and Reserve [Line Items]
Non- cash charges	3
Restructuring Charges	69
Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	28	70		13
Noncash asset write downs				10
Non- cash charges				4
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	9	6
Noncash asset write downs				3
Engineering Expense
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	7	1
Other Expense
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	4	1
Reduced Depreciation [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	1
Europe
Restructuring Cost and Reserve [Line Items]
Restructuring and related costs	31		120
Non- cash charges	$ 3

XML

Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Ownership percentage of existing and future material domestic owned subsidiaries	100.00%
Comprehensive income (loss) attributable to Tenneco Inc.	$ 41	$ 231	$ 249
Missclassification Of Intercompany Dividends [Member]
Intercompany dividends and net increase (decrease) in intercompany obligations		59	47
Correction To Other Comprehensive Income (Loss) [Member]
Comprehensive income (loss) attributable to Tenneco Inc.		$ 48	$ 26

XML

Financial Instruments

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Financial Instruments

Financial Instruments

The carrying and estimated fair values of our financial instruments by class at December 31, 2014 and 2013 were as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,071	$	1,106	$	1,021	$	1,089
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		—		—

Asset and Liability Instruments — The fair value of cash and cash equivalents, short and long-term receivables, accounts payable, and short-term debt was considered to be the same as or was not determined to be materially different from the carrying amount.

Long-term Debt — The fair value of our public fixed rate senior notes is based on quoted market prices. The fair value of our private borrowings under our senior credit facility and other long-term debt instruments is based on the market value of debt with similar maturities, interest rates and risk characteristics. The fair value of our level 1 debt, as classified in the fair value hierarchy, was $759 million and $792 million at December 31, 2014 and December 31, 2013, respectively. We have classified the $301 million and $287 million as level 2 in the fair value hierarchy at December 31, 2014 and December 31, 2013, respectively, since we utilize valuation inputs that are observable both directly and indirectly. We classified the remaining $46 million and $10 million, consisting of foreign subsidiary debt, as level 3 in the fair value hierarchy at December 31, 2014, and December 31, 2013, respectively.

Foreign exchange forward contracts — We use derivative financial instruments, principally foreign currency forward purchase and sales contracts with terms of less than one year, to hedge our exposure to changes in foreign currency exchange rates. Our primary exposure to changes in foreign currency rates results from intercompany loans made between affiliates to minimize the need for borrowings from third parties. Additionally, we enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. We manage counter-party credit risk by entering into derivative financial instruments with major financial institutions that can be expected to fully perform under the terms of such agreements. We do not enter into derivative financial instruments for speculative purposes. The fair value of our foreign currency forward contracts is based on an internally developed model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics. We record the change in fair value of these foreign exchange forward contracts as part of currency gains (losses) within cost of sales in the consolidated statements of income. The fair value of foreign exchange forward contracts are recorded in prepayments and other current assets or other current liabilities in the consolidated balance sheet. The fair value of our foreign currency forward contracts was a net liability position of less than $1 million at both December 31, 2014 and 2013.

The following table summarizes by major currency the notional amounts for foreign currency forward purchase and sale contracts as of December 31, 2014 (all of which mature in 2015):

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
British pounds	—Purchase	1
Canadian dollars	—Sell	(2	)
European euro	—Purchase	1
	—Sell	(4	)
Japanese yen	—Sell	(1,268	)
South African rand	—Purchase	112
U.S. dollars	—Purchase	14
	—Sell	(10	)

Guarantees — We have from time to time issued guarantees for the performance of obligations by some of our subsidiaries, and some of our subsidiaries have guaranteed our debt. All of our existing and future material domestic subsidiaries fully and unconditionally guarantee our senior credit facility and our senior notes on a joint and several basis. The senior credit facility is also secured by first-priority liens on substantially all our domestic assets and pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries. No assets or capital stock secure our senior notes. For additional information, refer to Note 13 of the consolidated financial statements of Tenneco Inc., where we present the Supplemental Guarantor Condensed Consolidating Financial Statements.

In March 2011, we entered into two performance guarantee agreements in the U.K. between Tenneco Management (Europe) Limited (“TMEL”) and the two Walker Group Retirement Plans, the Walker Group Employee Benefit Plan and the Walker Group Executive Retirement Benefit Plan (the “Walker Plans”), whereby TMEL will guarantee the payment of all current and future pension contributions in event of a payment default by the sponsoring or participating employers of the Walker Plans. As a result of our decision to enter into these performance guarantee agreements, the levy due to the U.K. Pension Protection Fund was reduced. The Walker Plans are comprised of employees from Tenneco Walker (U.K.) Limited and our Futaba-Tenneco U.K. joint venture. Employer contributions are funded by both Tenneco Walker (U.K.) Limited, as the sponsoring employer and Futaba-Tenneco U.K., as a participating employer. The performance guarantee agreements are expected to remain in effect until all pension obligations for the Walker Plans’ sponsoring and participating employers have been satisfied. The maximum amount payable for these pension performance guarantees, related to other participating employers, is approximately $55 million as of December 31, 2014 which is determined by taking 105 percent of the liability of the Walker Plans calculated under section 179 of the U.K. Pension Act of 2004 offset by plan assets. We did not record an additional liability in March 2011 for this performance guarantee since Tenneco Walker (U.K.) Limited, as the sponsoring employer of the Walker Plans, already recognizes 100 percent of the pension obligation calculated based on U.S. GAAP, for all of the Walker Plans’ participating employers on its balance sheet, which was $17 million and $10 million at December 31, 2014 and December 31, 2013, respectively. At December 31, 2014, all pension contributions under the Walker Plans were current for all of the Walker Plans’ sponsoring and participating employers.

In June 2011, we entered into an indemnity agreement between TMEL and Futaba Industrial Co. Ltd. which requires Futaba to indemnify TMEL for any cost, loss or liability which TMEL may incur under the performance guarantee agreements relating to the Futaba-Tenneco U.K. joint venture. The maximum amount reimbursable by Futaba to TMEL under this indemnity agreement is equal to the amount incurred by TMEL under the performance guarantee agreements multiplied by Futaba’s shareholder ownership percentage of the Futaba-Tenneco U.K. joint venture. At December 31, 2014, the maximum amount reimbursable by Futaba to TMEL is approximately $9 million.

We have issued guarantees through letters of credit in connection with some obligations of our affiliates. As of December 31, 2014, we have guaranteed $35 million in letters of credit to support some of our subsidiaries’ insurance arrangements, foreign employee benefit programs, environmental remediation activities and cash management and capital requirements.

Financial Instruments — One of our European subsidiaries receives payment from one of its customers whereby the accounts receivable are satisfied through the delivery of negotiable financial instruments. We may collect these financial instruments before their maturity date by either selling them at a discount or using them to satisfy accounts receivable that have previously been sold to a European bank. Any of these financial instruments which are not sold are classified as other current assets. The amount of these financial instruments that was collected before their maturity date and sold at a discount totaled $1 million and $5 million at December 31, 2014 and December 31, 2013, respectively. No such financial instruments were held by our European subsidiary as of December 31, 2014 and December 31, 2013, respectively.

In certain instances, several of our Chinese subsidiaries receive payment from customers through the receipt of financial instruments on the date the customer payments are due. Several of our Chinese subsidiaries also satisfy vendor payments through the delivery of financial instruments on the date the payments are due. Financial instruments issued to satisfy vendor payables and not redeemed totaled $24 million and $13 million at December 31, 2014 and December 31, 2013, respectively, and were classified as notes payable. Financial instruments received from customers and not redeemed totaled $17 million and $12 million at December 31, 2014 and December 31, 2013, respectively. We classify financial instruments received from our customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts if issued by our customer. We classified $17 million and $12 million in other current assets at December 31, 2014 and December 31, 2013, respectively.

The financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are drafts drawn that are payable at a future date and, in some cases, are negotiable and/or are guaranteed by the banks of the customers. The use of these instruments for payment follows local commercial practice. Because certain of such financial instruments are guaranteed by our customers’ banks, we believe they represent a lower financial risk than the outstanding accounts receivable that they satisfy which are not guaranteed by a bank.

Supply Chain Financing. Near the end of the second quarter of 2013 certain of our suppliers in the U.S. extended their payment terms to Tenneco. The liquidity benefit to Tenneco from the extended payment terms totaled $16 million at December 31, 2014. These suppliers also began participating in a supply chain financing program under which they securitize their accounts receivables from Tenneco with two financial institutions. The financial institutions participate in the supply chain financing program on an uncommitted basis and can cease purchasing receivables from Tenneco's suppliers at any time. If the financial institutions did not continue to purchase receivables from Tenneco's suppliers under this program, the participating vendors could reduce their payment terms to Tenneco which in turn would cause our borrowings under our revolving credit facility to increase.

Restricted Cash - Two of our Australian subsidiaries arranged for $3 million in guarantees to be issued by a financial institution to support some of our subsidiaries' property lease arrangements and workers compensation programs. These guarantees were supported by a cash deposit with the financial institution which has been classified as restricted cash on the Tenneco Inc. consolidated balance sheet at December 31, 2014.

XML

Income Taxes

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Income Taxes

Income Taxes

The domestic and foreign components of our income before income taxes and noncontrolling interests are as follows:

	Year Ended December 31,
	2014		2013		2012
	(Millions)
U.S. income before income taxes	$	130	$	150	$	166
Foreign income before income taxes	271		194		157
Income before income taxes and noncontrolling interests	$	401	$	344	$	323

Following is a comparative analysis of the components of income tax expense:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Current —
U.S. federal	$	38		$	25		$	—
State and local	3			4			4
Foreign	92			81			89
	133			110			93
Deferred —
U.S. federal	2			(4		)	(25		)
State and local	7			2			(20		)
Foreign	(11		)	14			(29		)
	(2		)	12			(74		)
Income tax expense	$	131		$	122		$	19

Following is a reconciliation of income taxes computed at the statutory U.S. federal income tax rate (35 percent for all years presented) to the income tax expense reflected in the statements of income:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Income tax expense computed at the statutory U.S. federal income tax rate	$	140		$	120		$	113
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates	(21		)	(21		)	(21		)
Taxes on repatriation of dividends	4			9			8
Remeasurement of estimated tax on unremitted earnings	—			(17		)	—
State and local taxes on income, net of U.S. federal income tax benefit	8			6			4
Changes in valuation allowance for tax loss carryforwards and credits	12			27			(91		)
Foreign tax holidays	(6		)	(5		)	(5		)
Investment and R&D tax credits	(10		)	(8		)	(1		)
Foreign earnings subject to U.S. federal income tax	7			5			23
Adjustment of prior years taxes	(2		)	(1		)	(5		)
Impact of tax law changes	—			(3		)	(1		)
Tax contingencies	—			6			(6		)
Other	(1		)	4			1
Income tax expense	$	131		$	122		$	19

The components of our net deferred tax assets were as follows:

	Year Ended December 31,
	2014			2013
	(Millions)
Deferred tax assets —
Tax loss carryforwards:
U.S. federal	$	—		$	—
State	15			23
Foreign	75			78
Tax credit benefits	86			88
Postretirement benefits other than pensions	55			43
Pensions	56			36
Bad debts	2			1
Sales allowances	7			6
Payroll and other accruals	155			132
Valuation allowance	(139		)	(135		)
Total deferred tax assets	312			272
Deferred tax liabilities —
Tax over book depreciation	51			56
Other	59			51
Total deferred tax liabilities	110			107
Net deferred tax assets	$	202		$	165

State tax loss carryforwards have been presented net of uncertain tax positions that if realized, would reduce tax loss carryforwards in 2014 and 2013 by $6 million and $4 million, respectively. Additionally, foreign tax loss carryforwards, have been presented net of uncertain tax positions that if realized, would reduce tax loss carryforwards in 2014 and 2013 by $12 million and $6 million, respectively.

Following is a reconciliation of deferred taxes to the deferred taxes shown in the balance sheet:

	Year Ended December 31,
	2014			2013
	(Millions)
Balance Sheet:
Current portion — deferred tax asset	$	81		$	71
Non-current portion — deferred tax asset	143			125
Current portion — deferred tax liability shown in other current liabilities	(4		)	(3		)
Non-current portion — deferred tax liability	(18		)	(28		)
Net deferred tax assets	$	202		$	165

As a result of the valuation allowances recorded for $139 million and $135 million at December 31, 2014 and 2013, respectively, we have potential tax assets that were not recognized on our balance sheet. These unrecognized tax assets resulted primarily from foreign tax loss carryforwards, foreign investment tax credits, foreign research and development credits and U.S. state net operating losses that are available to reduce future tax liabilities.

We reported income tax expense of $131 million, $122 million and $19 million in the years ended 2014, 2013 and 2012, respectively. The tax expense recorded in 2014 includes a net tax benefit of $11 million for prior year tax adjustments primarily relating to changes to uncertain tax positions and prior year income tax estimates. The tax expense recorded in 2013 differs from the expense that would be recorded using a U.S. Federal statutory rate of 35 percent primarily due to the impact of recording a valuation allowance against a tax benefit for restructuring activities in Spain and Belgium and U.S. taxes on repatriation of dividends, partially offset by tax adjustments related to recognizing a U.S. tax benefit for foreign taxes and a favorable mix of income generated in low tax rate jurisdictions. The tax expense recorded in 2012 included the impact of the U.S. 2012 valuation allowance release and income generated in lower tax rate jurisdictions, partially offset by the impact of recording a valuation allowance against the tax benefit for tax credits and losses in certain foreign jurisdictions.

In 2012, we reversed the tax valuation allowance against our net deferred tax assets in the U.S. based on operating improvements we had made, the outlook for light and commercial vehicle production in the U.S. and the positive impact this should have on our U.S. operations. We have fully utilized our federal net operating loss ("NOL") as of June 30, 2014. The state NOLs expire in various tax years through 2032.

Valuation allowances have been established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” threshold. The ability to realize deferred tax assets depends on our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

• Future reversals of existing taxable temporary differences;

• Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;

• Tax-planning strategies; and

• Taxable income in prior carryback years if carryback is permitted under the relevant tax law.

In 2012, after considering all available evidence and all possible sources of taxable income, we recorded a $19 million tax valuation allowance in Spain for tax credits that may not be utilized due to tax losses in Spain.

The valuation allowances recorded against deferred tax assets generated by taxable losses in Spain and certain other foreign jurisdictions will impact our provision for income taxes until the valuation allowances are released. Our provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

We do not provide for U.S. income taxes on unremitted earnings of foreign subsidiaries, except for the earnings of certain of our China operations, as our present intention is to reinvest the unremitted earnings in our foreign operations. Unremitted earnings of foreign subsidiaries were approximately $737 million at December 31, 2014. We estimated that the amount of U.S. and foreign income taxes that would be accrued or paid upon remittance of the assets that represent those unremitted earnings was $121 million. The estimated U.S. and foreign income taxes on unremitted earnings may be impacted in the future if we are unable to claim a U.S. foreign tax credit.

We have tax sharing agreements with our former affiliates that allocate tax liabilities for periods prior to year 2000 and establish indemnity rights on certain tax issues.

U.S. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is “more likely than not” that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

A reconciliation of our uncertain tax positions is as follows:

	2014			2013			2012
	(Millions)
Uncertain tax positions —
Balance January 1	$	115		$	107		$	119
Gross increases in tax positions in current period	8			15			13
Gross increases in tax positions in prior period	5			—			1
Gross decreases in tax positions in prior period	(5		)	(1		)	(12		)
Gross decreases — settlements	(2		)	—			(5		)
Gross decreases — statute of limitations expired	(7		)	(6		)	(9		)
Balance December 31	$	114		$	115		$	107

Included in the balance of uncertain tax positions were $101 million in 2014, $107 million in 2013, $101 million in 2012, of tax benefits, that if recognized, would affect the effective tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. Penalties of less than $1 million were accrued in 2014, 2013 and 2012. Additionally, we accrued interest income related to uncertain tax positions of less than $1 million in 2014, accrued interest expense of $2 million in 2013, and interest income of $2 million in 2012. Our liability for penalties was $2 million at December 31, 2014, $2 million at December 31, 2013 and $3 million at December 31, 2012, respectively, and our liability for interest was $6 million, $7 million, and $5 million at December 31, 2014, 2013 and 2012, respectively.

Our uncertain tax position at December 31, 2014 and 2013 included exposures relating to the disallowance of deductions, global transfer pricing and various other issues. We believe it is reasonably possible that a decrease of up to $30 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may occur within the coming year.

We are subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2014, our tax years open to examination in primary jurisdictions are as follows:

	Open To Tax Year
United States	2000
China	2004
Spain	2003
Canada	2011
Brazil	2010
Mexico	2009
Belgium	2012
Germany	2010
United Kingdom	2012

XML

Preferred Stock

12 Months Ended

Dec. 31, 2014

Preferred Stock

Preferred Stock

We had 50 million shares of preferred stock ($0.01 par value) authorized at December 31, 2014 and 2013, respectively. No shares of preferred stock were outstanding at those dates.

XML

-Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended				1 Months Ended
	Dec. 31, 2013	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012	Apr. 30, 2012	Mar. 31, 2012	Feb. 28, 2014	Mar. 22, 2012	Apr. 06, 2012	Mar. 08, 2012
Long Term Debt And Other Financing Arrangement [Line Items]
Maturities and sinking fund requirement applicable to long term debt 2014		$ 16,000,000
Maturities and sinking fund requirement applicable to long term debt 2015		16,000,000
Maturities and sinking fund requirement applicable to long term debt 2016		24,000,000
Maturities and sinking fund requirement applicable to long term debt 2017		31,000,000
Maturities and sinking fund requirement applicable to long term debt 2018		255,000,000
Maximum percentage of stock of certain first-tier foreign subsidiaries pledged to secure senior credit facility		66.00%
Long-term Debt, Maturities, Excluded Repayments of Principal in Next Twelve Months, Intent and Ability to Refinance		15,000,000
Unused borrowing capacity		1,214,000,000	[1]
Line of credit facility letters of credit outstanding		34,000,000	[1],[2]
Leverage ratio required (maximum) through March 22, 2017	3.50
Interest coverage required (minimum) through December 31, 2013		2.75
Debt Instrument, Redemption Price, Percentage		100.00%
Percent of the principal amount thereof plus accrued and unpaid interest		101.00%
Minimum
Long Term Debt And Other Financing Arrangement [Line Items]
Senior notes indentures minimum required fixed charge coverage ratio prior to incurring certain types of indebtedness		2.00
North America [Member]
Long Term Debt And Other Financing Arrangement [Line Items]
North American Program maximum facility size		110,000,000
Additional financing from second priority facility		40,000,000
Outstanding third party investments in securitized accounts receivable bank program	10,000,000			10,000,000
Interest expense recognized from securitization of receivables		2,000,000		3,000,000
Europe
Long Term Debt And Other Financing Arrangement [Line Items]
Outstanding third party investments in securitized accounts receivable bank program	134,000,000	153,000,000		134,000,000
Term of Commitments		1 year
Bank facility cancellation notification		90 days
Loss on sale of trade accounts receivable		(4,000,000)
Financing Cost Related To Sale Of Securitized Receivables		2.00%		3.00%	3.00%
Expiration of Former Revolving Credit Agreement due 2014
Long Term Debt And Other Financing Arrangement [Line Items]
Line of credit facility, maximum borrowing capacity									850,000,000
Expiration Of Tranche B Term Facility
Long Term Debt And Other Financing Arrangement [Line Items]
Line of credit facility, maximum borrowing capacity									213,000,000
8 1/8 Percent Senior Notes due in 2015
Long Term Debt And Other Financing Arrangement [Line Items]
Senior note rate											7.75%
Amount of debt offered for exchange by the company											225,000,000
Amount of debt tendered for exchange by the holders									181,000,000
Debt instrument redemption price as percentage of principal amount prior quarter									104.35%
Amount of debt tendered for exchange by the holders on April 6, 2012						44,000,000
Debt instrument redemption price as percentage of principal amount current quarter										103.88%
Expenses related to redemption							13,000,000
Revolving Credit Facility
Long Term Debt And Other Financing Arrangement [Line Items]
Line of credit facility, maximum borrowing capacity		1,200,000,000									1,200,000,000
Line of credit facility, maturity date		Dec. 08, 2019
Unused borrowing capacity		1,166,000,000
Tranche A Term Facility due March 22, 2017
Long Term Debt And Other Financing Arrangement [Line Items]
Line of credit facility, maximum borrowing capacity		300,000,000									300,000,000
Line of credit facility, maturity date		Dec. 08, 2019
Tranche A Term Facility due March 22, 2017 | London Interbank Offered Rate (LIBOR)
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		175.00%
Tranche A Term Facility due March 22, 2017 | London Interbank Offered Rate (LIBOR) | Initial Spread
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		100.00%
Tranche A Term Facility due March 22, 2017 | London Interbank Offered Rate (LIBOR) | Ending Spread
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		75.00%
Tranche A Term Facility due March 22, 2017 | JP Morgan Chase Prime Rate
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		75.00%
Tranche A Term Facility due March 22, 2017 | Federal Funds Effective Rate | Initial Spread
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		50.00%
Tranche A Term Facility due March 22, 2017 | Federal Funds Effective Rate | Ending Spread
Long Term Debt And Other Financing Arrangement [Line Items]
Basis spread on variable rate		75.00%
Tranche A Term Facility due March 22, 2017 | June 30, 2014 through March 31, 2015
Long Term Debt And Other Financing Arrangement [Line Items]
Repayment of term loan		3,750,000
Tranche A Term Facility due March 22, 2017 | June 30, 2015 through March 31, 2016
Long Term Debt And Other Financing Arrangement [Line Items]
Repayment of term loan		5,625,000
Tranche A Term Facility due March 22, 2017 | June 30, 2016 through December 31, 2016
Long Term Debt And Other Financing Arrangement [Line Items]
Repayment of term loan		7,500,000
Tranche A Term Facility due March 22, 2017 | Due on March 22, 2017
Long Term Debt And Other Financing Arrangement [Line Items]
Repayment of term loan		195,000,000
Letter of Credit
Long Term Debt And Other Financing Arrangement [Line Items]
Line of credit facility letters of credit outstanding		34,000,000
7 3/4 Percent Senior Notes due August 15, 2018
Long Term Debt And Other Financing Arrangement [Line Items]
Unsecured debt		225,000,000
6 7/8 Percent Senior Notes due Dec 15, 2020
Long Term Debt And Other Financing Arrangement [Line Items]
Unsecured debt		500,000,000
Other Debt
Long Term Debt And Other Financing Arrangement [Line Items]
Unsecured debt		$ 104,000,000
Senior Credit Facility
Long Term Debt And Other Financing Arrangement [Line Items]
Borrowings reduced in basis points to applicable margin, resulting from senior secured leverage ratio below minimum		0.0025
Increase (decrease) in basis points to applicable margin, resulting from senior secured leverage ratio below minimum		0.50%						(0.25%)
Commitment fee basis points		0.30%
Senior Credit Facility | Minimum
Long Term Debt And Other Financing Arrangement [Line Items]
Senior secured leverage ratio		2.25
Senior Credit Facility | Maximum
Long Term Debt And Other Financing Arrangement [Line Items]
Senior secured leverage ratio		3.25
commitment fee [Domain]
Long Term Debt And Other Financing Arrangement [Line Items]
Increase (decrease) in basis points to applicable margin, resulting from senior secured leverage ratio below minimum		0.40%

[1] We generally are required to pay commitment fees on the unused portion of the total commitment.

[2] Letters of credit reduce the available borrowings under the revolving credit agreement.

XML

Nonvested Restricted Shares (Detail) (USD $)	12 Months Ended			3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted	$ 55.26	$ 36.40	$ 30.06
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Nonvested Restricted Shares, Beginning Balance	368,268			304,190	313,694	313,717	368,268
Nonvested Restricted Shares, Granted				0	1,160	2,838	131,561
Restricted Shares, Vested				(11,040)	(10,664)	(2,286)	(186,112)
Nonvested Restricted Shares, Forfeited				(7,099)	0	(575)	0
Nonvested Restricted Shares, Ending Balance	286,051			286,051	304,190	313,694	313,717
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period	$ 34.90			$ 42.25	$ 42.60	$ 42.30	$ 34.90
Granted				$ 0.00	$ 67.02	$ 66.96	$ 54.90
Vested				$ 36.37	$ 55.36	$ 31.63	$ 36.57
Forfeited				$ 47,370,000.00	$ 0.00	$ 38.52	$ 0.00
Nonvested, Weighted Average Grant Date Fair Value, End of Period	$ 42.35			$ 42.35	$ 42.25	$ 42.60	$ 42.30

XML

- Notes Payable (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013
Short-term Debt [Line Items]
Outstanding borrowings at end of year	$ 58		$ 81
Notes Payable Current
Short-term Debt [Line Items]
Outstanding borrowings at end of year	58	[1]	81	[1]
Weighted average interest rate on outstanding borrowings at end of year(b)	2.60%	[1],[2]	4.40%	[1],[2]
Approximate maximum month-end outstanding borrowings during year	124	[1]	177	[1]
Approximate average month-end outstanding borrowings during year	$ 107	[1]	$ 116	[1]
Weighted average interest rate on average month-end outstanding borrowings during year(b)	4.00%	[1],[2]	4.70%	[1],[2]

[1] Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

[2] This calculation does not include the commitment fees to be paid on the unused revolving credit facility balances which are recorded as interest expense for accounting purposes.

XML

Assumptions Used to Determine Postretirement Cost (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.10%	4.80%
Discount rate	4.80%	4.10%	4.80%

XML

- Summary of Long-Term Debt Obligations (Parenthetical) (Detail)	Dec. 31, 2014	Dec. 31, 2013
Revolver Borrowings due 2017
Debt Instrument [Line Items]
Average effective interest rate	2.70%	2.70%
Senior Term Loan due 2014 through 2017
Debt Instrument [Line Items]
Average effective interest rate	2.70%	2.70%
7 3/4% Senior Notes due 2018
Debt Instrument [Line Items]
Stated interest rate	7.75%	7.75%
6 7/8% Senior Notes due 2020
Debt Instrument [Line Items]
Stated interest rate	6.875%	6.875%
Debentures due 2013 through 2025
Debt Instrument [Line Items]
Average effective interest rate	7.50%	7.50%
CHINA
Debt Instrument [Line Items]
Average effective interest rate	5.45%	0.00%
Notes due 2013 through 2025
Debt Instrument [Line Items]
Average effective interest rate	1.30%	1.30%

XML

Summary of Amount Recognised in Balance Sheets for Pension Plans and Postretirement Benefit Plan (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost		$ 6	$ 5	$ 6
Prior period correction	11
Employer contributions		46
Fair value at December 31	726	726
Actuarial loss		4	4	5
Prior service cost		(4)
Defined Benefit Plan, Assets for Plan Benefits, Noncurrent	0	0	0
Noncurrent liabilities	(339)	(339)	(249)
United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligation at December 31 of the previous year		112
Interest cost		20	19	20
Benefits paid		(8)	(8)
Benefit obligation at December 31			112
Actuarial loss		7	9	7
Prior service cost		1	1
Foreign
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost		18	17	18
Actuarial loss		7	10	7
Prior service cost		5	7
Postretirement
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligation at December 31 of the previous year		112	131
Service cost			0
Interest cost		6	5
Actuarial (gain)/loss		18	(16)
Prior period correction		15
Benefits paid		(8)
Benefit obligation at December 31	143	143	112
Employer contributions		8	8
Prescription drug subsidy received			0
Unfunded status at December 31		(143)	(112)
Actuarial loss		53	32
Prior service cost		(10)	(16)
Net amount recognized at December 31	(100)	(100)	(96)
Current liabilities	(9)	(9)	(8)
Noncurrent liabilities	(134)	(134)	(104)
Net amount recognized	(143)	(143)	(112)
Pension Plans, Defined Benefit | United States Pension Plans of US Entity, Defined Benefits
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligation at December 31 of the previous year		421	461
Settlement		(53)
Service cost		1	1
Interest cost		20	19
Actuarial (gain)/loss		77	(41)
Benefits paid		(18)	(19)
Benefit obligation at December 31	448	448	421
Fair value at December 31 of the previous year		347	275
Settlement		(41)
Actual return on plan assets		23	60
Employer contributions		23	31
Fair value at December 31	334	334	347
Unfunded status at December 31		(115)	(74)
Actuarial loss		230	190
Prior service cost		1	1
Net amount recognized at December 31	116	116	117
Current liabilities	(10)	(10)	(6)
Noncurrent liabilities	(105)	(105)	(68)
Net amount recognized	(115)	(115)	(74)
Pension Plans, Defined Benefit | Foreign
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligation at December 31 of the previous year		442	431
Currency rate conversion		(41)	(2)
Settlement		0	(1)
Curtailment		0	(1)
Service cost		8	9
Interest cost		18	17
Administrative expenses/taxes paid		(2)	(2)
Plan amendments		0	1
Actuarial (gain)/loss		73	6
Benefits paid		(17)	(18)
Participants' contributions		2	2
Benefit obligation at December 31	483	483	442
Fair value at December 31 of the previous year		379	332
Currency rate conversion		(32)	(3)
Settlement		0	(1)
Actual return on plan assets		40	43
Employer contributions		22	26
Participants' contributions		2	2
Fair value at December 31	392	392	379
Unfunded status at December 31		(90)	(62)
Actuarial loss		172	137
Prior service cost		5	7
Net amount recognized at December 31	87	87	82
Defined Benefit Plan, Assets for Plan Benefits, Noncurrent	8	8	11
Current liabilities	(3)	(3)	(2)
Noncurrent liabilities	(95)	(95)	(71)
Net amount recognized	$ (90)	$ (90)	$ (62)

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Warranty Accrual Table

Below is a table that shows the activity in the warranty accrual accounts:

	Year Ended December 31,
	2014			2013			2012
	(Millions)
Beginning Balance	$	24		$	23		$	26
Accruals related to product warranties	24			20			15
Reductions for payments made	(22		)	(19		)	(18		)
Ending Balance	$	26		$	24		$	23

XML

Summary of Accounting Policies - Engineering, Research and Development (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Engineering, research, and development	$ 169	$ 144	$ 126
Customer reimbursements for engineering, research and development expenses	$ 159	$ 169	$ 159

XML

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

Quarter	Net Sales and Operating Revenues		Cost of Sales (Excluding Depreciation and Amortization)		Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests		Net Income Attributable to Tenneco Inc.
	(Millions)
2014
1st	$	2,094	$	1,754	$	113	$	46
2nd	2,241		1,851		156		81
3rd	2,081		1,735		140		78
4th	2,004		1,685		83		21
	$	8,420	$	7,025	$	492	$	226
2013
1st	$	1,903	$	1,604	$	93	$	54
2nd	2,067		1,736		141		63
3rd	1,963		1,691		72		12
4th	2,031		1,703		118		54
	$	7,964	$	6,734	$	424	$	183

Quarter	Basic Earnings  per Share of Common Stock		Diluted Earnings per Share of Common Stock
2014
1st	$	0.76	$	0.75
2nd	1.34		1.32
3rd	1.29		1.27
4th	0.34		0.33
Full Year	3.72		3.66
2013
1st	$	0.90	$	0.88
2nd	1.04		1.02
3rd	0.19		0.19
4th	0.90		0.88
Full Year	3.03		2.97

Note: The sum of the quarters may not equal the total of the respective year’s earnings per share on either a basic or diluted basis due to changes in the weighted average shares outstanding throughout the year.

(The preceding notes are an integral part of the foregoing consolidated financial statements.)

XML

Valuation and Qualifying Accounts (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 14	$ 14	$ 17
Charged to Costs and Expenses	4	1	3
Charged to Other Accounts	0	0	0
Deductions	2	1	6
Balance at End of Year	$ 16	$ 14	$ 14

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Transfers to Noncontrolling Interest

The table below summaries the net income attributable to Tenneco Inc. and transfers to the noncontrolling interest:

	Year Ended December 31,
	2014		2013			2012
	(Millions)
Net income attributable to Tenneco Inc.	$	226	$	183		$	275
Decrease in equity for purchase of noncontrolling equity interest	—		(68		)	—
Net income attributable to Tenneco Inc. shareholders less purchase of noncontrolling equity interest	226		115			275

XML

Amounts Recognized for Pension and Postretirement Benefits in Other Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Change in total actuarial loss, Before-tax amount	$ (124)	$ 113
Amortization of prior service cost included in net periodic pension and postretirement cost, Before-tax amount	(5)	(5)
Amortization of actuarial loss included in net periodic pension and postretirement cost, Before-tax amount	18	23
Other comprehensive income - pension benefits, Before-tax amount	(111)	131
Change in total actuarial loss, Tax Benefit	35	(41)
Amortization of prior service cost included in net periodic pension and postretirement cost, Tax Benefit	1	2
Amortization of actuarial loss included in net periodic pension and postretirement cost, Tax Benefit	(5)	(7)
Other comprehensive - pension benefits, Tax Benefit	31	(46)
Change in total actuarial loss, Net-of-tax amount	(89)	72
Amortization of prior service cost included in net periodic pension and postretirement cost, Net-of-tax Amount	(4)	(3)
Amortization of actuarial loss included in net periodic pension and postretirement cost, Net-of-tax Amount	13	16
Other comprehensive income - pension benefits, Net-of-tax Amount	$ (80)	$ 85	$ (32)

XML

Summary of Accounting Policies - Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Income tax expense	$ 131	$ 122	$ 19
Impact on earnings related to reversal of valuation allowance	$ 11

XML

Revenue from External Customers table (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting [Line Items]
Revenues from external customers	$ 8,420	[1]	$ 7,964	[1]	$ 7,363	[1]
Clean Air Systems And Products
Segment Reporting [Line Items]
Revenues from external customers	5,811		5,444		4,926
Clean Air Systems And Products | Aftermarket
Segment Reporting [Line Items]
Revenues from external customers	318		327		318
Clean Air Systems And Products | Original Equipment
Segment Reporting [Line Items]
Revenues from external customers	5,493		5,117		4,608
Clean Air Systems And Products | Original Equipment | OE Value-add
Segment Reporting [Line Items]
Revenues from external customers	3,559		3,282		2,948
Clean Air Systems And Products | Original Equipment | OE Substrate
Segment Reporting [Line Items]
Revenues from external customers	1,934		1,835		1,660
Ride Control Systems And Products
Segment Reporting [Line Items]
Revenues from external customers	2,609		2,520		2,437
Ride Control Systems And Products | Aftermarket
Segment Reporting [Line Items]
Revenues from external customers	976		953		944
Ride Control Systems And Products | Original Equipment
Segment Reporting [Line Items]
Revenues from external customers	$ 1,633		$ 1,567		$ 1,493

[1] Revenues are attributed to countries based on location of the shipper.

XML

Summary of Accounting Policies - Goodwill and Intangibles, Net (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2008
Accounting Policies [Abstract]
Goodwill impairment charge	$ 0	$ 0	$ 0
Finite useful life of intangible assets, Minimum	5 years
Finite useful life of intangible assets, Maximum	50 years
Finite Lived Intangible Assets Amortization Expenses	4	5	5
Estimated amortization of intangible assets, 2014	4
Estimated amortization of intangible assets, 2015	3
Estimated amortization of intangible assets, 2016	3
Estimated amortization of intangible assets, 2017	2
Estimated amortization of intangible assets, 2018	1
Capitalization of indefinite life purchased trademarks				$ 1

XML

Geographic Information Table (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Schedule Of Geographical Information [Line Items]
Revenues from external customers	$ 8,420	[1]	$ 7,964	[1]	$ 7,363	[1]
Long-lived assets	1,351	[2]	1,316	[2]	1,261	[2]
Total assets	4,010		3,830		3,608
United States
Schedule Of Geographical Information [Line Items]
Revenues from external customers	3,348	[1]	3,144	[1]	2,975	[1]
Long-lived assets	473	[2]	448	[2]	429	[2]
Total assets	1,710		1,552		1,521
Germany
Schedule Of Geographical Information [Line Items]
Revenues from external customers	1,079	[1]	875	[1]	661	[1]
Long-lived assets	192	[2]	158	[2]	139	[2]
Total assets	683		602		448
Canada
Schedule Of Geographical Information [Line Items]
Revenues from external customers	955	[1]	941	[1]	817	[1]
Long-lived assets	113	[2]	120	[2]	115	[2]
Total assets	319		358		344
CHINA
Schedule Of Geographical Information [Line Items]
Revenues from external customers	423	[1]	397	[1]	374	[1]
Long-lived assets	34	[2]	31	[2]	31	[2]
Total assets	156		126		120
Mexico
Schedule Of Geographical Information [Line Items]
Revenues from external customers	413	[1]	387	[1]	389
Long-lived assets	52		59		57
Total assets	164		182		168
Other Foreign Countries [Member]
Schedule Of Geographical Information [Line Items]
Revenues from external customers	2,202	[1],[3]	2,220	[1],[3]	2,147	[1],[3]
Long-lived assets	487	[2],[3]	500	[2],[3]	490	[2],[3]
Total assets	1,133	[3]	1,200	[3]	1,187	[3]
Intersegment Eliminations [Member]
Schedule Of Geographical Information [Line Items]
Revenues from external customers	0		0		0
Long-lived assets	0
Reclass & Elims
Schedule Of Geographical Information [Line Items]
Total assets	$ (155)		$ (190)		$ (180)

[1] Revenues are attributed to countries based on location of the shipper.

[2] Long-lived assets include all long-term assets except goodwill, intangibles and deferred tax assets.

[3] Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Mexico, and Canada are not material.

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 282	[1]	$ 275	[1]
Restricted cash	3		5
Receivables —
Customer notes and accounts, net	1,064		1,041
Other	24		19
Inventories	688		656
Deferred income taxes	81		71
Prepayments and other	284		223
Total current assets	2,426		2,290
Other assets:
Long-term receivables, net	12		14
Goodwill	65		69
Intangibles, net	26		30
Deferred income taxes	143		125
Other	120		127
Total other assets	366		365
Plant, property, and equipment, at cost	3,490		3,498
Less — Accumulated depreciation and amortization	(2,272)		(2,323)
Plant, property and equipment, net	1,218		1,175
Total Assets	4,010		3,830
Current liabilities:
Short-term debt (including current maturities of long-term debt)	60		83
Accounts payable	1,372		1,359
Accrued taxes	40		40
Accrued interest	3		10
Accrued liabilities	258		252
Other	66		94
Total current liabilities	1,799		1,838
Long-term debt	1,069		1,019
Deferred income taxes	18		28
Postretirement benefits	339		249
Deferred credits and other liabilities	212		204
Commitments and contingencies
Total liabilities	3,437		3,338
Redeemable noncontrolling interests	35		20
Tenneco Inc. Shareholders’ equity:
Common stock	1		1
Premium on common stock and other capital surplus	3,059		3,014
Accumulated other comprehensive loss	(545)		(360)
Retained earnings (accumulated deficit)	(1,695)		(1,921)
Shareholders equity before deduction of treasury stock	820		734
Less — Shares held as treasury stock, at cost	323		301
Total Tenneco Inc. shareholders’ equity	497		433
Noncontrolling interests	41		39
Total equity	538		472
Total liabilities, redeemable noncontrolling interests and equity	$ 4,010		$ 3,830

[1] Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

Pension Plan Assets Classes of Securities (Detail)	Dec. 31, 2014	Dec. 31, 2013
United States Pension Plans of US Entity, Defined Benefits | Equity Securities
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	70.00%	71.00%
United States Pension Plans of US Entity, Defined Benefits | Debt Securities
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	30.00%	29.00%
United States Pension Plans of US Entity, Defined Benefits | All Other
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities		0.00%
Foreign | Equity Securities
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	60.00%	62.00%
Foreign | Debt Securities
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	32.00%	31.00%
Foreign | Real Estate
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	4.00%	2.00%
Foreign | All Other
Schedule of Pension and Other Postretirment Plan Assets by Fair Value [Line Items]
Debt Securities	4.00%	5.00%

XML

Acquisitions

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Acquisitions

Acquisitions and divestitures

In September 2012, we purchased certain rights from Combustion Components Associates, Inc. primarily pertaining to emission control technology for stationary reciprocating engine applications for $7 million in cash.

In the fourth quarter of 2013, we purchased an additional 20 percent equity interest in Tenneco Tongtai (Dalian) Exhaust System Co., Ltd. (TTEC) joint venture investment in China for $69 million in cash through two transactions. The joint venture partner also received an additional amount of $9 million in lieu of receiving its pro-rata share of dividends owed from the joint venture. As a result of the purchase, TTEC became a wholly owned indirect subsidiary of Tenneco.

In May 2014, we sold a 45 percent equity interest in Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd., to a third party for $4 million. As a result of the sale, our equity ownership of Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. changed to 55 percent from 100 percent. The net impact to equity from the sale was less than $1 million.

The table below summaries the net income attributable to Tenneco Inc. and transfers to the noncontrolling interest:

	Year Ended December 31,
	2014		2013			2012
	(Millions)
Net income attributable to Tenneco Inc.	$	226	$	183		$	275
Decrease in equity for purchase of noncontrolling equity interest	—		(68		)	—
Net income attributable to Tenneco Inc. shareholders less purchase of noncontrolling equity interest	226		115			275

XML

Acquisitions -Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			1 Months Ended		3 Months Ended	1 Months Ended
	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Aug. 31, 2011	Dec. 31, 2013	Dec. 31, 2014	Sep. 30, 2012	May 31, 2014
Business Acquisition [Line Items]
Noncontrolling Interest, Increase from Sale of Parent Equity Interest	$ 1	$ 0	$ 68	$ 0
Clear Air Joint Venture in Thailand
Business Acquisition [Line Items]
Equity ownership percentage before additional acquisition					75.00%
Equity ownership percentage after additional acquisition					100.00%
TTEC
Business Acquisition [Line Items]
Additional equity interest purchased in joint venture		20.00%					20.00%
Payment to acquire additional interest in joint venture						9	69
Intellectual Property Rights | Emission Control Systems And Products
Business Acquisition [Line Items]
Acquired certain rights from Combustion Components Associates Inc								7
CHINA
Business Acquisition [Line Items]
Buisness Sale Percentage of Voting Interest Sold									45.00%
Proceeds from Sale of Equity Method Investments									$ 4
Equity Ownership Percentage after Additional Sale									55.00%
Equity Ownership Percentage Before Additional Sale									100.00%

XML

Common Stock - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended			3 Months Ended					12 Months Ended
	May 31, 2014	Jan. 31, 2013	Dec. 31, 1999	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 31, 2014	Jan. 31, 2012	Dec. 31, 2011	Jan. 31, 2015	Mar. 12, 2002	May 15, 2013	May 13, 2009
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number				1,454,003	2,073,185	2,086,770	2,119,003		1,454,003	1,983,573
Authorized common stock available for issuance under the plan				135,000,000					135,000,000
Common stock, par value				$ 0.01					$ 0.01
Common stock, shares issued				64,454,248					64,454,248	63,714,728
Treasury stock shares				3,244,692					3,244,692	2,844,692	2,294,692			1,694,692
Term for stock options			3 years						5 years 0 months 0 days	4 years 10 months 24 days	4 years 8 months 12 days
Restriction period for restricted common stock			3 years
Decrease in basic earnings per share									$ (0.06)	$ (0.10)
Increase Decrease In Earnings Per Share Diluted										$ (0.09)	$ (0.08)
Decrease in basic and diluted earnings per share											$ (0.09)
Share based compensation									$ 13	$ 13	$ 11
Weighted average grant-date fair value of options granted									$ 26.48	$ 19.91	$ 17.49
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number				971,689					971,689
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value				28					28
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price				$ 25.37					$ 25.37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term									4 years 6 months 0 days
Total Intrinsic value of options exercised				24	0	1	1		30	19	10
Total fair value of shares vested									6	5	4
Weighted average grant-date fair value of restricted stock granted									$ 55.26	$ 36.40	$ 30.06
Total fair value of restricted shares vested									8	6	5
Number of shares authorized to be repurchased		550,000										400,000
Stock repurchased during period								600,000
Payments for Repurchase of Common Stock								18	22	27	18
2012 authorized outstanding common stock for repurchase over a 12 month period													600,000
Average price of share repurchase program								$ 29.22
Stock repurchased during the period	22	27
Treasury stock average cost per share	$ 56.06	$ 49.33
Future Stock Repurchases Program
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of shares authorized to be repurchased															350,000,000
Stock Appreciation Rights (SARs) [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restriction period for restricted common stock									3 years
Stock Option
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense related to nonqualified stock options									3	6	5
Unrecognized compensation costs				5					5
Unrecognized compensation costs, weighted average period									0 years 10 months 24 days
Cash received from stock option exercises									10	15	7
Unrecorded Tax Benefit From Stock Options Exercised									12	6	10
Employee Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options									26
Restricted stock, restricted stock units, long term performance units, SARs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation costs				14					14
Unrecognized compensation costs, weighted average period									1 year 7 months 6 days
Share based compensation									13	17	16
Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation costs				5					5
Unrecognized compensation costs, weighted average period									1 year 8 months 12 days
Weighted average grant-date fair value of restricted stock granted				$ 0.00	$ 67.02	$ 66.96	$ 54.90
Supplemental Stock Ownership Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Authorized treasury shares available for purchase under the supplemental stock ownership plan			1,100,000
2002 Long-Term Incentive Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Authorized common stock available for issuance under the plan																4,000,000
2006 Long-Term Incentive Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Authorized common stock available for issuance under the plan																	3,500,000	2,300,000
Count of each share from a stock option award against shares available for issuance under the plan																		1
Count of each share from a full value award against shares available for issuance under the plan																	1.49	1.25
Shares of common stock remain authorized for delivery				3,610,571					3,610,571
United States | Stock Option
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Cash received from stock option exercises										24
United States | Employee Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options									14
2013 [Domain]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Treasury stock shares											2,294,692
2014 [Domain]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Treasury stock shares										2,844,692
Less - Common Stock Held as Treasury Stock, at Cost
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock repurchased during period									400,000	550,000	600,000
Stock repurchased during the period									$ 22	$ 27	$ 18
Less - Common Stock Held as Treasury Stock, at Cost | Open Market [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock repurchased during period	400,000	450,000
Less - Common Stock Held as Treasury Stock, at Cost | Tenneco Retirement Plan for Salaried Employees [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock repurchased during period		100,000
Maximum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Term for stock options			20 years
Minimum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Term for stock options			7 years
2012 Through 2014 [Member] | Performance Shares [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restriction period for restricted common stock									3 years
2013 Through 2015 [Member] | Performance Shares [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restriction period for restricted common stock									3 years
2014 Through 2016 [Member] | Performance Shares [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restriction period for restricted common stock									3 years

XML

Revenue Percent by Major Customers (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
General Motors
Revenue, Major Customer [Line Items]
Customer accounted for ten percent or more of net sales	15.00%	15.00%	17.00%
Ford
Revenue, Major Customer [Line Items]
Customer accounted for ten percent or more of net sales	13.00%	14.00%	15.00%

XML

- Proforma Consolidated Leverage Ratio (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Greater than or equal to 3.0x
Line of Credit Facility [Line Items]
Maximum aggregate principal amount of purchases, cancellations and redemptions of senior notes	20
Greater than or equal to 2.5x
Line of Credit Facility [Line Items]
Maximum aggregate principal amount of purchases, cancellations and redemptions of senior notes	100
Greater than or equal to 2.0x
Line of Credit Facility [Line Items]
Maximum aggregate principal amount of purchases, cancellations and redemptions of senior notes	200
Less than 2.0x
Line of Credit Facility [Line Items]
Less than 2.0x	no limit
Europe
Line of Credit Facility [Line Items]
Financing Cost Related To Sale Of Securitized Receivables	2.00%	3.00%	3.00%

XML

Restructuring and Other Charges (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Roll Forward of Restructuring Reserve

Amounts related to activities that are part of our restructuring plans are as follows:

	December 31, 2013 Restructuring Reserve		2014 Expenses	2014 Cash Payments		Impact of Exchange Rates		December 31, 2014 Restructuring Reserve
	(Millions)
Employee Severance, Termination Benefits and Other Related Costs	$	44	44	(43	)	(5	)	$	40

XML

- Income before income taxes and noncontrolling interests (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Disclosure Income Before Income Taxes And Noncontrolling Interests [Abstract]
U.S. income before income taxes	$ 130	$ 150	$ 166
Foreign income before income taxes	271	194	157
Earnings before income taxes and noncontrolling interests	$ 401	$ 344	$ 323

XML

Summary of Accounting Policies - Redeemable Noncontrolling Interests (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended	1 Months Ended
	Dec. 31, 2014 joint_venture	May 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Finite Lived Intangible Assets Amortization Expenses	$ 4		$ 5	$ 5
Number of joint ventures	5
CHINA
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Buisness Sale Percentage of Voting Interest Sold		45.00%
Proceeds from Sale of Equity Method Investments		$ 4
Equity Ownership Percentage after Additional Sale		55.00%
Equity Ownership Percentage Before Additional Sale		100.00%

XML

Supplemental Guarantor Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2014

Supplemental Guarantor Condensed Consolidating Financial Statements

Supplemental Guarantor Condensed Consolidating Financial Statement

Basis of Presentation

Substantially all of our existing and future material domestic 100% owned subsidiaries (which are referred to as the Guarantor Subsidiaries) fully and unconditionally guarantee our senior notes due in 2020 and 2024 on a joint and several basis. However, a subsidiary’s guarantee may be released in certain customary circumstances such as a sale of the subsidiary or all or substantially all of its assets in accordance with the indenture applicable to the notes. The Guarantor Subsidiaries are combined in the presentation below.

These consolidating financial statements are presented on the equity method. Under this method, our investments are recorded at cost and adjusted for our ownership share of a subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes. You should read the condensed consolidating financial information of the Guarantor Subsidiaries in connection with our condensed consolidated financial statements and related notes of which this note is an integral part.

We revised the supplemental guarantor statements of comprehensive income and cash flows as a result of a correction to comprehensive income and to the classification of intercompany dividends in the cash flow. These revisions had no impact on any of the company’s current or previously issued consolidated financial statements. The misclassification in the supplemental cash flow statements consisted of including $59 million and $47 million of intercompany dividend payments by the nonguarantor subsidiaries in operating activities which should have instead been included in financing activities for the years ended 2013 and 2012, respectively. Other comprehensive income of $48 million was excluded in the net comprehensive income of the parent company for the year ended 2013 and $26 million of other comprehensive loss was excluded for the year ended 2012. The impact of these corrections to the applicable prior periods are reflected in the guarantor financial information herein and will be reflected in future filings.

Distributions

There are no significant restrictions on the ability of the Guarantor Subsidiaries to make distributions to us.

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,727		$	4,693		$	—		$	—		$	8,420
Affiliated companies	403			602			—			(1,005		)	—
	4,130			5,295			—			(1,005		)	8,420
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,391			4,639			—			(1,005		)	7,025
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	81			88			—			—			169
Selling, general, and administrative	211			302			6			—			519
Depreciation and amortization of other intangibles	86			122			—			—			208
	3,769			5,151			6			(1,005		)	7,921
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	26			9			—			(38		)	(3		)
	26			5			—			(38		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	387			149			(6		)	(38		)	492
Interest expense —
External (net of interest capitalized)	(1		)	4			88			—			91
Affiliated companies (net of interest income)	73			(75		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	315			220			(96		)	(38		)	401
Income tax expense	94			37			—			—			131
Equity in net income (loss) from affiliated companies	129			—			322			(451		)	—
Net income (loss)	350			183			226			(489		)	270
Less: Net income attributable to noncontrolling interests	—			44			—			—			44
Net income (loss) attributable to Tenneco Inc.	$	350		$	139		$	226		$	(489	)	$	226
Comprehensive income (loss) attributable to Tenneco Inc.	$	350		$	139		$	41		$	(489	)	$	41

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,498		$	4,466		$	—		$	—		$	7,964
Affiliated companies	350			572			—			(922		)	—
	3,848			5,038			—			(922		)	7,964
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,103			4,553			—			(922		)	6,734
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	66			78			—			—			144
Selling, general, and administrative	187			260			6			—			453
Depreciation and amortization of other intangibles	78			127			—			—			205
	3,434			5,018			6			(922		)	7,536
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	(1		)	59			—			(58		)	—
	(1		)	55			—			(58		)	(4		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies	413			75			(6		)	(58		)	424
Interest expense —
External (net of interest capitalized)	(2		)	5			77			—			80
Affiliated companies (net of interest income)	70			(72		)	2			—			—
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies	345			142			(85		)	(58		)	344
Income tax expense	60			62			—			—			122
Equity in net income (loss) from affiliated companies	32			—			268			(300		)	—
Net income (loss)	317			80			183			(358		)	222
Less: Net income attributable to noncontrolling interests	—			39			—			—			39
Net income (loss) attributable to Tenneco Inc.	$	317		$	41		$	183		$	(358	)	$	183
Comprehensive income (loss) attributable to Tenneco Inc.	$	317		$	41		$	231		$	358		$	231

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	3,331		$	4,032		$	—		$	—		$	7,363
Affiliated companies	182			547			—			(729		)	—
	3,513			4,579			—			(729		)	7,363
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	3,056			3,843			—			(729		)	6,170
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	57			69			—			—			126
Selling, general, and administrative	198			224			5			—			427
Depreciation and amortization of other intangibles	72			133			—			—			205
	3,383			4,269			5			(729		)	6,928
Other income (expense)
Loss on sale of receivables	—			(4		)	—			—			(4		)
Other income (expense)	115			(71		)	—			(47		)	(3		)
	115			(75		)	—			(47		)	(7		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	245			235			(5		)	(47		)	428
Interest expense —
External (net of interest capitalized)	—			5			100			—			105
Affiliated companies (net of interest income)	212			(81		)	(131		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	33			311			26			(47		)	323
Income tax expense	(39		)	58			—			—			19
Equity in net income (loss) from affiliated companies	217			—			249			(466		)	—
Net income (loss)	289			253			275			(513		)	304
Less: Net income attributable to noncontrolling interests	—			29			—			—			29
Net income (loss) attributable to Tenneco Inc.	$	289		$	224		$	275		$	(513	)	$	275
Comprehensive income (loss) attributable to Tenneco Inc.	$	289		$	224		$	249		$	(513	)	$	249

BALANCE SHEET

	December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	10		$	272		$	—	$	—		$	282
Restricted cash	—			3			—		—			3
Receivables, net	408			1,309			—		(629		)	1,088
Inventories	312			376			—		—			688
Deferred income taxes	49			25			7		—			81
Prepayments and other	96			188			—		—			284
Total current assets	875			2,173			7		(629		)	2,426
Other assets:
Investment in affiliated companies	1,064			—			764		(1,828		)	—
Notes and advances receivable from affiliates	944			10,589			4,844		(16,377		)	—
Long-term receivables, net	12			—			—		—			12
Goodwill	22			43			—		—			65
Intangibles, net	10			16			—		—			26
Deferred income taxes	76			14			53		—			143
Other	40			53			27		—			120
	2,168			10,715			5,688		(18,205		)	366
Plant, property, and equipment, at cost	1,236			2,254			—		—			3,490
Less — Accumulated depreciation and amortization	(845		)	(1,427		)	—		—			(2,272		)
	391			827			—		—			1,218
Total assets	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	54		$	6	$	—		$	60
Short-term debt — affiliated	243			220			9		(472		)	—
Accounts payable	478			1,000			—		(106		)	1,372
Accrued taxes	(15		)	31			24		—			40
Other	134			241			3		(51		)	327
Total current liabilities	840			1,546			42		(629		)	1,799
Long-term debt — non-affiliated	—			44			1,025		—			1,069
Long-term debt — affiliated	1,730			10,516			4,131		(16,377		)	—
Deferred income taxes	—			18			—		—			18
Postretirement benefits and other liabilities	418			129			—		4			551
Commitments and contingencies
Total liabilities	2,988			12,253			5,198		(17,002		)	3,437
Redeemable noncontrolling interests	—			35			—		—			35
Tenneco Inc. Shareholders’ equity	446			1,386			497		(1,832		)	497
Noncontrolling interests	—			41			—		—			41
Total equity	446			1,427			497		(1,832		)	538
Total liabilities, redeemable noncontrolling interests and equity	$	3,434		$	13,715		$	5,695	$	(18,834	)	$	4,010

BALANCE SHEET

	December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6		$	269		$	—	$	—		$	275
Restricted cash	—			5			—		—			5
Receivables, net	387			1,306			16		(649		)	1,060
Inventories	279			377			—		—			656
Deferred income taxes	87			—			7		(23		)	71
Prepayments and other	35			188			—		—			223
Total current assets	794			2,145			23		(672		)	2,290
Other assets:
Investment in affiliated companies	944			—			696		(1,640		)	—
Notes and advances receivable from affiliates	1,026			7,320			4,826		(13,172		)	—
Long-term receivables, net	12			2			—		—			14
Goodwill	22			47			—		—			69
Intangibles, net	13			17			—		—			30
Deferred income taxes	72			9			44		—			125
Other	44			60			23		—			127
	2,133			7,455			5,589		(14,812		)	365
Plant, property, and equipment, at cost	1,173			2,325			—		—			3,498
Less — Accumulated depreciation and amortization	(807		)	(1,516		)	—		—			(2,323		)
	366			809			—		—			1,175
Total assets	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	68		$	15	$	—		$	83
Short-term debt — affiliated	247			176			10		(433		)	—
Accounts payable	521			1,011			—		(173		)	1,359
Accrued taxes	9			31			—		—			40
Other	128			285			9		(66		)	356
Total current liabilities	905			1,571			34		(672		)	1,838
Long-term debt — non-affiliated	—			8			1,011		—			1,019
Long-term debt — affiliated	1,700			7,338			4,134		(13,172		)	—
Deferred income taxes	—			28			—		—			28
Postretirement benefits and other liabilities	357			92			—		4			453
Commitments and contingencies
Total liabilities	2,962			9,037			5,179		(13,840		)	3,338
Redeemable noncontrolling interests	—			20			—		—			20
Tenneco Inc. Shareholders’ equity	331			1,313			433		(1,644		)	433
Noncontrolling interests	—			39			—		—			39
Total equity	331			1,352			433		(1,644		)	472
Total liabilities, redeemable noncontrolling interests and equity	$	3,293		$	10,409		$	5,612	$	(15,484	)	$	3,830

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2014
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	44		$	314		$	21		$	(38	)	$	341
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(106		)	(222		)	—			—			(328		)
Cash payments for software related intangible assets	(5		)	(8		)	—			—			(13		)
Cash payments for net assets purchased	(3		)	—			—			—			(3		)
Changes in restricted cash	—			2			—			—			2
Net cash used by investing activities	(114		)	(225		)	—			—			(339		)
Financing Activities
Retirement of long-term debt	—			(9		)	(453		)	—			(462		)
Issuance of long-term debt	—			45			525			—			570
Debt issuance cost on long-term debt	—			—			(12		)	—			(12		)
Tax benefit from stock-based compensation	—			—			26			—			26
Purchase of common stock under the share repurchase program	—			—			(22		)	—			(22		)
Issuance of common stock	—			—			19			—			19
Increase in bank overdrafts	—			6			—			—			6
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(13		)	(57		)	—			(70		)
Net increase (decrease) in short-term borrowings secured by accounts receivable	—			—			(10		)	—			(10		)
Intercompany dividends and net increase (decrease) in intercompany obligations	74			(75		)	(37		)	38			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Distribution to noncontrolling interests partners	—			(30		)	—			—			(30		)
Net cash provided (used) by financing activities	74			(71		)	(21		)	38			20
Effect of foreign exchange rate changes on cash and cash equivalents	—			(15		)	—			—			(15		)
Increase in cash and cash equivalents	4			3			—			—			7
Cash and cash equivalents, January 1	6			269			—			—			275
Cash and cash equivalents, December 31 (Note)	$	10		$	272		$	—		$	—		$	282

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	270		$	244		$	48		$	(59	)	$	503
Investing Activities
Proceeds from sale of assets	1			7			—			—			8
Cash payments for plant, property, and equipment	(102		)	(142		)	—			—			(244		)
Cash payments for software related intangible assets	(19		)	(6		)	—			—			(25		)
Change in restricted cash	—			(5		)	—			—			(5		)
Net cash used by investing activities	(120		)	(146		)	—			—			(266		)
Financing Activities
Retirement of long-term debt	—			(2		)	(14		)	—			(16		)
Tax benefit from stock-based compensation	—			—			24			—			24
Purchase of common stock under the share repurchase program	—			—			(27		)	—			(27		)
Issuance of common stock	—			—			20			—			20
Increase in bank overdrafts	—			(6		)	—			—			(6		)
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable	—			(43		)	21			—			(22		)
Net increase in short-term borrowings secured by accounts receivable	—			—			(40		)	—			(40		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(148		)	121			(32		)	59			—
Purchase of noncontrolling equity interest	—			(69		)	—			—			(69		)
Distribution to noncontrolling interests partners	—			(39		)	—			—			(39		)
Net cash provided (used) by financing activities	(148		)	(38		)	(48		)	59			(175		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(10		)	—			—			(10		)
Increase in cash and cash equivalents	2			50			—			—			52
Cash and cash equivalents, January 1	4			219			—			—			223
Cash and cash equivalents, December 31 (Note)	$	6		$	269		$	—		$	—		$	275

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

STATEMENT OF CASH FLOWS

	Year Ended December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	385		$	253		$	(226	)	$	(47	)	$	365
Investing Activities
Proceeds from sale of assets	—			3			—			—			3
Cash payments for plant, property, and equipment	(101		)	(155		)	—			—			(256		)
Cash payments for software related intangible assets	(6		)	(7		)	—			—			(13		)
Cash payments for net assets purchased	(7		)	—			—			—			(7		)
Net cash used by investing activities	(114		)	(159		)	—			—			(273		)
Financing Activities
Retirement of long-term debt	—			(1		)	(410		)	—			(411		)
Issuance of long-term debt	—			—			250			—			250
Debt issuance cost on long-term debt	—			—			(13		)	—			(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—			(18		)
Issuance of common stock	—			—			5			—			5
Increase in bank overdrafts	—			5			—			—			5
Net decrease in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			48			19			—			67
Net increase in short-term borrowings secured by accounts receivable	—			—			50			—			50
Intercompany dividends and net increase (decrease) in intercompany obligations	(268		)	(122		)	343			47			—
Capital contribution from noncontrolling interest partner	—			5			—			—			5
Purchase of noncontrolling equity interest	—			—			—			—			—
Distribution to noncontrolling interests partners	—			(29		)	—			—			(29		)
Net cash provided (used) by financing activities	(268		)	(94		)	226			47			(89		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			6			—			—			6
Increase (decrease) in cash and cash equivalents	3			6			—			—			9
Cash and cash equivalents, January 1	1			213			—			—			214
Cash and cash equivalents, December 31 (Note)	$	4		$	219		$	—		$	—		$	223

Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.

XML

Estimated Subsidies Under Medicare Prescription Drug Improvement and Modernization Act (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
2015	$ 9
2016	9
2017	9
2018	9
2019	9
2020-2023	$ 42