10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________ 

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2013

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, Illinois	60045
(Address of principal executive offices)	(Zip Code)

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

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 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. (Check one):

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Common Stock, par value $0.01 per share: 61,095,991 shares outstanding as of August 1, 2013.

TABLE OF CONTENTS

		Page
Part I — Financial Information
Item 1.	Financial Statements (Unaudited)	5
	Tenneco Inc. and Consolidated Subsidiaries —
	Report of Independent Registered Public Accounting Firm	5
	Condensed Consolidated Statements of Income	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Balance Sheets	11
	Condensed Consolidated Statements of Cash Flows	12
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	13
	Notes to Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	62
Part II — Other Information
Item 1.	Legal Proceedings	*
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	*
Item 6.	Exhibits	65

* No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.

2

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

This Quarterly 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 2 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;

• 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 current European cost reduction initiatives, and to realize anticipated benefits from these plans;

• 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 higher fuel prices on transportation and logistics costs, raw material costs and discretionary purchases of vehicles or aftermarket products;

• 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 cost and outcome of existing and any future claims or legal proceedings, including, but not limited to, claims or proceedings against us or our customers relating to product performance, product safety or intellectual property rights;

• 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;

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

• 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 changes in and compliance with laws and regulations, including: environmental laws and regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved; and any changes to the timing of the funding requirements for our pension and other postretirement benefit liabilities;

• 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” in our annual report on Form 10-K for the year ended December 31, 2012, 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

PART I.

FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have reviewed the accompanying condensed consolidated balance sheet of Tenneco Inc. and consolidated subsidiaries as of June 30, 2013, and the related condensed consolidated statements of income, comprehensive income, and cash flows for the three and six month periods ended June 30, 2013 and 2012 and changes in shareholders' equity for the six months ended June 30, 2013 and 2012. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for the year then ended (not presented herein), and in our report dated February 27, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2012, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

August 6, 2013

The “Report of Independent Registered Public Accounting Firm” included above is not a “report” or “part of a Registration Statement” prepared or certified by an independent accountant within the meaning of Sections 7 and 11 of the Securities Act of 1933, and the accountants’ Section 11 liability does not extend to such report.

5

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012			Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
	(Millions Except Share and Per Share Amounts)
Revenues
Net sales and operating revenues	$	2,067		$	1,920		$	3,970		$	3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,736			1,595			3,340			3,202
Engineering, research, and development	33			28			68			66
Selling, general, and administrative	106			109			225			227
Depreciation and amortization of other intangibles	50			50			100			99
	1,925			1,782			3,733			3,594
Other expense
Loss on sale of receivables	(1		)	(1		)	(2		)	(2		)
Other	—			—			(1		)	(3		)
	(1		)	(1		)	(3		)	(5		)
Earnings before interest expense, income taxes, and noncontrolling interests	141			137			234			233
Interest expense (net of interest capitalized of $1 million in both of the three months ended June 30, 2013 and 2012, respectively, and $2 million in both of the six months ended June 30, 2013 and 2012, respectively)	20			21			40			63
Earnings before income taxes and noncontrolling interests	121			116			194			170
Income tax expense	47			21			59			39
Net income	74			95			135			131
Less: Net income attributable to noncontrolling interests	11			8			18			14
Net income attributable to Tenneco Inc.	$	63		$	87		$	117		$	117
Earnings per share
Weighted average shares of common stock outstanding —
Basic	60,542,361			59,992,055			60,424,540			60,067,205
Diluted	61,724,124			61,260,871			61,532,550			61,470,513
Basic earnings per share of common stock	$	1.04		$	1.45		1.94			1.95
Diluted earnings per share of common stock	$	1.02		$	1.42		1.91			1.90

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of income.

6

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended June 30, 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				$	63				$	11				$	74
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance April 1	$	(50	)				$	5			$	(45	)
Translation of foreign currency statements	(24		)	(24		)	—		—		(24		)	(24		)
Balance June 30	(74		)				5				(69		)
Additional Liability for Pension and Postretirement Benefits
Balance April 1	(380		)				—				(380		)
Additional Liability for Pension and Postretirement Benefits, net of tax	6			6							6			6
Balance June 30	(374		)				—				(374		)
Balance June 30	$	(448	)				$	5			$	(443	)
Other Comprehensive Loss				(18		)			—					(18		)
Comprehensive Income				$	45				$	11				$	56

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of comprehensive income.

7

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended June 30, 2012
	Tenneco Inc.						Noncontrolling Interests				Total
	Accumulated Other Comprehensive Income (Loss)			Comprehensive Income			Accumulated Other Comprehensive Income (Loss)		Comprehensive Income (Loss)		Accumulated Other Comprehensive Income (Loss)			Comprehensive Income
	(Millions)
Net Income				$	87				$	8				$	95
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance April 1	$	(4	)				$	3			$	(1	)
Translation of foreign currency statements	(43		)	(43		)	1		1		(42		)	(42		)
Balance June 30	(47		)				4				(43		)
Additional Liability for Pension and Postretirement Benefits
Balance April 1	(349		)				—				(349		)
Additional Liability for Pension and Postretirement Benefits, net of tax	5			5							5			5
Balance June 30	(344		)				—				(344		)
Balance June 30	$	(391	)				$	4			$	(387	)
Other Comprehensive Income (Loss)				(38		)			1					(37		)
Comprehensive Income				$	49				$	9				$	58

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of comprehensive income.

8

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Six Months Ended June 30, 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				$	117				$	18				$	135
Accumulated Other Comprehensive Income (Loss)
Cumulative Translation Adjustment
Balance January 1	$	(24	)				$	5			$	(19	)
Translation of foreign currency statements	(50		)	(50		)	—		—		(50		)	(50		)
Balance June 30	(74		)				5				(69		)
Additional Liability for Pension and Postretirement Benefits
Balance January 1	(384		)				—				(384		)
Additional Liability for Pension and Postretirement Benefits, net of tax	10			10							10			10
Balance June 30	(374		)				—				(374		)
Balance June 30	$	(448	)				$	5			$	(443	)
Other Comprehensive Income				(40		)			—					(40		)
Comprehensive Income				$	77				$	18				$	95

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of comprehensive income.

9

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Six Months Ended June 30, 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				$	117				$	14				$	131
Accumulated Other Comprehensive Income
Cumulative Translation Adjustment
Balance January 1	$	(30	)				$	4			$	(26	)
Translation of foreign currency statements	(17		)	(17		)	—		—		(17		)	(17		)
Balance June 30	(47		)				4				(43		)
Additional Liability for Pension and Postretirement Benefits
Balance January 1	(352		)				—				(352		)
Additional Liability for Pension and Postretirement Benefits, net of tax	8			8							8			8
Balance June 30	(344		)				—				(344		)
Balance June 30	$	(391	)				$	4			$	(387	)
Other Comprehensive Loss				(9		)			—					(9		)
Comprehensive Income				$	108				$	14				$	122

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of comprehensive income.

10

TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2013			December 31, 2012
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	235		$	223
Restricted cash	5			—
Receivables —
Customer notes and accounts, net	1,196			966
Other	22			20
Inventories —
Finished goods	271			273
Work in process	206			207
Raw materials	138			133
Materials and supplies	54			54
Deferred income taxes	72			72
Prepayments and other	248			176
Total current assets	2,447			2,124
Other assets:
Long-term receivables, net	8			4
Goodwill	70			72
Intangibles, net	32			35
Deferred income taxes	151			116
Other	121			135
	382			362
Plant, property, and equipment, at cost	3,333			3,365
Less — Accumulated depreciation and amortization	(2,223		)	(2,243		)
	1,110			1,122
Total Assets	$	3,939		$	3,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)	$	120		$	113
Trade payables	1,339			1,186
Accrued taxes	36			50
Accrued interest	9			10
Accrued liabilities	246			239
Other	44			51
Total current liabilities	1,794			1,649
Long-term debt	1,158			1,067
Deferred income taxes	26			27
Postretirement benefits	374			407
Deferred credits and other liabilities	194			152
Commitments and contingencies
Total liabilities	3,546			3,302
Redeemable noncontrolling interests	13			15
Tenneco Inc. Shareholders’ equity:
Common stock	1			1
Premium on common stock and other capital surplus	3,049			3,031
Accumulated other comprehensive loss	(448		)	(408		)
Retained earnings (accumulated deficit)	(1,987		)	(2,104		)
	615			520
Less — Shares held as treasury stock, at cost	276			274
Total Tenneco Inc. shareholders’ equity	339			246
Noncontrolling interests	41			45
Total equity	380			291
Total liabilities, redeemable noncontrolling interests and equity	$	3,939		$	3,608

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated balance sheets.

11

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012			Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
	(Millions)
Net income	$	74		$	95		$	135		$	131
Adjustments to reconcile net income to cash provided by operating activities —
Depreciation and amortization of other intangibles	50			50			100			99
Deferred income taxes	21			(2		)	16			(7		)
Stock-based compensation	2			3			7			7
Loss on sale of assets	2			1			2			2
Changes in components of working capital —
(Increase) decrease in receivables	(77		)	(31		)	(253		)	(212		)
(Increase) decrease in inventories	22			(7		)	(18		)	(83		)
(Increase) decrease in prepayments and other current assets	(32		)	(23		)	(81		)	(39		)
Increase (decrease) in payables	72			(2		)	149			86
Increase (decrease) in accrued taxes	(8		)	17			(13		)	18
Increase (decrease) in accrued interest	(4		)	(4		)	—			(4		)
Increase (decrease) in other current liabilities	15			2			7			15
Changes in long-term assets	3			1			3			9
Changes in long-term liabilities	(10		)	(17		)	(20		)	(22		)
Other	3			3			7			1
Net cash provided by operating activities	133			86			41			1
Investing Activities
Proceeds from the sale of assets	—			—			2			1
Cash payments for plant, property, and equipment	(54		)	(60		)	(124		)	(125		)
Cash payments for software related intangible assets	(6		)	(3		)	(12		)	(7		)
Changes in restricted cash	4			—			(5		)	—
Net cash (used) by investing activities	(56		)	(63		)	(139		)	(131		)
Financing Activities
Issuance of common shares	12			—			13			—
Retirement of long-term debt	(3		)	(22		)	(8		)	(403		)
Issuance of long-term debt	—			—			—			250
Debt issuance cost of long-term debt	—			(1		)	—			(13		)
Purchase of common stock under the share repurchase program	(2		)	(18		)	(2		)	(18		)
Increase (decrease) in bank overdrafts	44			(2		)	35			—
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt	(84		)	3			107			236
Net increase in short-term borrowings secured by accounts receivable	—			30			—			60
Capital contribution from noncontrolling interest partner	—			1			—			1
Distributions to noncontrolling interest partners	(23		)	(18		)	(23		)	(18		)
Net cash provided (used) by financing activities	(56		)	(27		)	122			95
Effect of foreign exchange rate changes on cash and cash equivalents	(19		)	(8		)	(12		)	2
Increase (decrease) in cash and cash equivalents	2			(12		)	12			(33		)
Cash and cash equivalents, April 1 and January 1, respectively	233			193			223			214
Cash and cash equivalents, June 30	$	235		$	181		$	235		$	181
Supplemental Cash Flow Information
Cash paid during the period for interest	$	23		$	24		$	39		$	59
Cash paid during the period for income taxes (net of refunds)	46			19			71			36
Non-cash Investing and Financing Activities
Period end balance of trade payables for plant, property, and equipment	$	24		$	30		$	24		$	30

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 the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of cash flows.

12

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Six Months Ended June 30,
	2013				2012
	Shares	Amount			Shares	Amount
	(Millions Except Share Amounts)
Tenneco Inc. Shareholders:
Common Stock
Balance January 1	62,789,382	$	1		62,101,335	$	1
Issued pursuant to benefit plans	156,357	—			152,705	—
Stock options exercised	491,064	—			115,016	—
Balance June 30	63,436,803	1			62,369,056	1
Premium on Common Stock and Other Capital Surplus
Balance January 1		3,031				3,016
Premium on common stock issued pursuant to benefit plans		18				6
Balance June 30		3,049				3,022
Accumulated Other Comprehensive Loss
Balance January 1		(408		)		(382		)
Other comprehensive income (loss)		(40		)		(9		)
Balance June 30		(448		)		(391		)
Retained Earnings (Accumulated Deficit)
Balance January 1		(2,104		)		(2,379		)
Net income attributable to Tenneco Inc.		117				117
Balance June 30		(1,987		)		(2,262		)
Less — Common Stock Held as Treasury Stock, at Cost
Balance January 1	2,294,692	274			1,694,692	256
Purchase of common stock through stock repurchase program	45,000	2			600,000	18
Balance June 30	2,339,692	276			2,294,692	274
Total Tenneco Inc. shareholders’ equity		$	339			$	96
Noncontrolling Interests:
Balance January 1		$	45			$	43
Net income		12				10
Other comprehensive income (loss)		(1		)		1
Dividends declared		(15		)		(17		)
Balance June 30		$	41			$	37
Total equity		$	380			$	133

The accompanying notes to the condensed consolidated financial statements are an integral

part of these condensed consolidated statements of changes in shareholders’ equity.

13

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Consolidation and Presentation

As you read the accompanying financial statements you should also read our Annual Report on Form 10-K for the year ended December 31, 2012.

In our opinion, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly Tenneco Inc.’s results of operations, comprehensive income, financial position, cash flows, and changes in shareholders’ equity for the periods indicated. We have prepared the unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for annual financial statements.

Our condensed 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 all intercompany transactions. We have evaluated all significant subsequent events for any impact on these financial statements through the date they were issued.

(2) Financial Instruments

The carrying and estimated fair values of our financial instruments by class at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,160	$	1,217	$	1,070	$	1,136
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		1		1

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 (level 1). 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 (level 2). The fair value of our level 1 debt, as classified in the fair value hierarchy, was $782 million and $790 million at June 30, 2013 and December 31, 2012, respectively. We have classified $425 million and $334 million as level 2 in the fair value hierarchy at June 30, 2013 and December 31, 2012, respectively, since we utilize valuation inputs that are observable both directly and indirectly. We classified the remaining $10 million and $12 million, consisting of foreign subsidiary debt, as level 3 in the fair value hierarchy at June 30, 2013 and December 31, 2012, 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 condensed 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 condensed consolidated balance sheet. The fair value of our foreign exchange forward contracts, presented on a gross basis at June 30, 2013 and December 31, 2012, respectively, was as follows:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	Fair Value of Derivative Instruments
	June 30, 2013						December 31, 2012
	Asset Derivatives		Liability Derivatives		Total		Asset Derivatives	Liability Derivatives		Total
	(Millions)
Foreign exchange forward contracts		$—		$—		$—	$1		$—		$1

The fair value of our recurring financial assets at June 30, 2013 and December 31, 2012, respectively, are as follows:

	June 30, 2013				December 31, 2012
	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
	(Millions)
Financial Assets:
Foreign exchange forward contracts	n/a	$	—	n/a	n/a	$	1	n/a

The fair value hierarchy definition prioritizes the inputs used in measuring fair value into the following levels:

Level 1	—	Quoted prices in active markets for identical assets or liabilities.
Level 2	—	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3	—	Unobservable inputs based on our own assumptions.

The following table summarizes by major currency the notional amounts for foreign currency forward purchase and sale contracts as of June 30, 2013 (all of which mature in 2013):

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
	—Sell	(2	)
British pounds	—Purchase	8
European euro	—Sell	(8	)
South African rand	—Purchase	103
Japanese yen	—Purchase	159
	—Sell	(790	)
U.S. dollars	—Purchase	13
	—Sell	(17	)
Other	—Purchase	1
	—Sell	(2	)

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 wholly-owned subsidiaries fully and unconditionally guarantee our senior credit facility and our senior notes on a joint and several basis. The arrangement for 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 of our direct or indirect subsidiaries secure our senior notes. For additional information, refer to Note 13 of our condensed consolidated financial statements, where we present the Supplemental Guarantor Condensed 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

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 is approximately $32 million as of June 30, 2013 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 $5 million and $7 million at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013, 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 June 30, 2013, the maximum amount reimbursable by Futaba to TMEL is approximately $6 million.

We have issued guarantees through letters of credit in connection with some obligations of our affiliates. As of June 30, 2013, we have guaranteed $39 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.

Negotiable Financial Instruments — One of our European subsidiaries receives payment from one of its Original Equipment (OE) 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 $6 million at both June 30, 2013 and December 31, 2012. No negotiable financial instruments were held by our European subsidiary as of June 30, 2013 or December 31, 2012.

In certain instances, several of our Chinese subsidiaries receive payment from OE customers and satisfy vendor payments through the receipt and delivery of negotiable financial instruments. Financial instruments used to satisfy vendor payables and not redeemed totaled $18 million and $12 million at June 30, 2013 and December 31, 2012, respectively, and were classified as notes payable. Financial instruments received from OE customers and not redeemed totaled $16 million and $8 million at June 30, 2013 and December 31, 2012, respectively. We classify financial instruments received from our OE customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts, net if issued by our customer. We classified $16 million and $8 million in other current assets at June 30, 2013 and December 31, 2012, respectively. Some of our Chinese subsidiaries that issue their own negotiable financial instruments to pay vendors are required to maintain a cash balance if they exceed certain credit limits with the financial institution that guarantees those financial instruments. A restricted cash balance was not required at those Chinese subsidiaries at June 30, 2013 or December 31, 2012.

The negotiable financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are checks drawn by our OE customers and guaranteed by their banks that are payable at a future date. The use of these instruments for payment follows local commercial practice. Because negotiable financial instruments are financial obligations of our customers and 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.

Restricted Cash - Two of our Australian subsidiaries have arranged for $5 million in guarantees to be issued by a financial institution to support some of our subsidiaries' insurance arrangements and foreign employee benefit 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 June 30, 2013.

(3) Long-Term Debt and Financing Arrangements

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 March 22, 2012, we completed an amendment and restatement of our senior credit facility by increasing the amount and extending the maturity date of our revolving credit facility and adding a new $250 million Tranche A Term Facility. The

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

amended and restated facility replaces our former $556 million revolving credit facility, $148 million Tranche B Term Facility and $130 million Tranche B-1 letter of credit/revolving loan facility. The proceeds from this refinancing transaction were used to repay our $148 million Tranche B Term Facility and, as described below, to fund the purchase and redemption of our $250 million 8.125 percent senior notes due in 2015. As of June 30, 2013, the senior credit facility provides us with a total revolving credit facility size of $850 million and had a $234 million balance outstanding under the Tranche A Term Facility, both of which will mature on March 22, 2017. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty. 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 enter into revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.1 million through March 31, 2014, $6.3 million beginning June 30, 2014 through March 31, 2015, $9.4 million beginning June 30, 2015 through March 31, 2016, $12.5 million beginning June 30, 2016 through December 31, 2016 and a final payment of $125 million is due on March 22, 2017.

The financial ratios required under the amended and restated senior credit facility, and the actual ratios we achieved for the two quarters of 2013, are as follows:

	Quarter Ended
	March 31, 2013		June 30, 2013
	Required	Actual	Required	Actual
Leverage Ratio (maximum)	3.50	1.98	3.50	1.79
Interest Coverage Ratio (minimum)	2.55	8.39	2.55	8.74

The senior credit facility includes a maximum leverage ratio covenant of 3.50 through March 22, 2017 and a minimum interest coverage ratio of 2.55 through December 31, 2013 and 2.75 thereafter, through March 22, 2017.

On March 8, 2012, we announced a cash tender offer to purchase our outstanding $250 million8.125 percent senior notes due in 2015 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $232 million aggregate principal amount of the notes and, on March 22, 2012, we purchased the tendered notes at a price of 104.44 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 April 6, 2012, we redeemed all remaining outstanding $18 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 104.06 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $850 million revolving credit facility and the new $250 million Tranche A Term Facility was used to fund the total cost of the tender offer and redemption, including all related fees and expenses.

We recorded $17 million of pre-tax charges in March 2012 related to the refinancing of our senior credit facility, the repurchase and redemption of $232 million aggregate principal amount of our 8.125 percent senior notes due in 2015 and the write-off of deferred debt issuance costs relating to these senior notes. We recorded an additional $1 million of pre-tax charges during the second quarter of 2012 relating to the redemption of the remaining $18 million aggregate principal amount of our 8.125 percent senior notes which occurred in April 2012.

At June 30, 2013, of the $850 million available under the revolving credit facility, we had unused borrowing capacity of $621 million with $190 million in outstanding borrowings and $39 million in outstanding letters of credit. The $190 million in outstanding borrowings under the revolving credit facility reflected a banking error on the last day of the second quarter of 2013 that reduced the revolver borrowings and increased bank overdrafts by $40 million. Without this our debt balance would have been $40 million higher. As of June 30, 2013, our outstanding debt also included $234 million related to our Tranche A Term Facility which is subject to quarterly principal payments as described above through March 22, 2017, $225 million of 7.75 percent senior notes due August 15, 2018, $500 million of 6.875 percent senior notes due December 15, 2020, and $130 million of other debt.

(4) Income Taxes

We reported income tax expenses of $47 million and $21 million in the three month periods ended June 30, 2013 and 2012, respectively, and $59 million and $39 million in the six month periods ended June 30, 2013 and 2012, respectively. The tax expense recorded in the first six months of 2013 includes a net tax benefit of $13 million for tax adjustments primarily related to recognizing a U.S. tax benefit for foreign taxes.

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

In 2008, given our historical losses in the U.S., we concluded that our ability to fully utilize our federal and state net operating loss ("NOL") carryforward was limited. As a result, we recorded a valuation allowance against all of our U.S. deferred tax assets except for our tax planning strategies which had not yet been implemented and which did not depend upon generating future taxable income. Prior to the reversal of the valuation allowance in the third quarter of 2012, we carried a deferred tax asset in the U.S. of $90 million relating to the expected utilization of the federal and state NOL. The recording of a valuation allowance did not impact the amount of the NOL that would be available for federal and state income tax purposes in future periods.

In the third quarter of 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 NOL at December 31, 2012 totaled $190 million and expires beginning in tax years ending in 2022 through 2030. The state NOLs expire in various tax years through 2032.

Valuation allowances are established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” standard. 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 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.

(5) 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 2013, the North American program was amended and extended to March 21, 2014. 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, and the second priority facility also monetizes certain accounts receivable generated in the U.S. and 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 $50 million at both June 30, 2013 and December 31, 2012.

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 seven separate facilities. The commitments for these arrangements are generally for one year, but some may be canceled with notice 90 days prior to renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon 15 days, or less, notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $151 million and $94 million at June 30, 2013 and December 31, 2012, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

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 Accounting Standards Codification (ASC) Topic 860, “Transfers and Servicing,” to report the transfer of financial assets in their entirety as a sale. The proceeds received in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized less than $1 million interest expense in each of the three month periods ended June 30, 2013 and 2012, and $1 million for each of the six month periods ended June 30, 2013 and 2012, relating to our North American securitization program. In addition, we recognized a loss of $1 million in each of the three month periods ended June 30, 2013 and 2012, and $2 million for each of the six month periods ended June 30, 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 three percent during both the first half of 2013 and 2012, respectively.

(6) 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 the second quarter of 2013, we incurred $7 million in restructuring and related costs, primarily related to European cost reduction efforts, the ending of 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 $4 million was recorded in cost of sales and $3 million was recorded in SG&A. In the second quarter of 2012, we incurred $2 million in restructuring and related costs, primarily related to headcount reductions in South America, all of which was recorded in cost of sales. For the first six months of 2013, we have incurred $11 million in restructuring and related costs, primarily related to European cost reduction efforts, our exit from the distribution of aftermarket exhaust products, the ending of 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 $7 million was recorded in cost of sales and $4 million was recorded in SG&A. For the first six months of 2012, we incurred $3 million in restructuring and related costs primarily related to headcount reductions in South America, all of which was recorded in cost of sales.

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

	December 31, 2012 Restructuring Reserve		2013 Expenses		2013 Cash Payments			June 30, 2013 Restructuring Reserve
	(Millions)
Employee Severance and Termination Benefits		$—		$11		($6	)		$5

Under the terms of our amended and restated senior credit agreement that took effect on March 22, 2012, we are allowed to exclude $80 million of cash charges and expenses, before taxes, related to cost reduction initiatives incurred after March 22, 2012 from the calculation of the financial covenant ratios required under our senior credit facility. As of June 30, 2013, we have excluded $24 million in cumulative allowable charges relating to restructuring initiatives against the $80 million available under the terms of the senior credit facility.

On January 31, 2013, we announced our plan to reduce structural costs in Europe 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. $3 million of the total of $7 million we incurred in restructuring and related costs in the second quarter of 2013 was related to this initiative. $5 million of the total of $11 million we incurred in restructuring and related costs in the first six months of 2013 was related to this initiative. In 2012, we recorded non-cash charges of $4 million related to the closing of the Vittaryd facility.

(7) Environmental Matters, Litigation and Product Warranties

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations that are 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. All other environmental liabilities are recorded at their undiscounted amounts. 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.

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 June 30, 2013, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At June 30, 2013, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $17 million, of which $5 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our condensed consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.10 percent. The undiscounted value of the estimated remediation costs was $20 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2013, $2 million in 2014, $1 million each year beginning 2015 through 2017 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 to 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 results of operations, financial position or cash flows.

We are also from time to time involved in legal proceedings, claims or investigations. Some of these proceedings allege 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. 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 claims, 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, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations or cash flows.

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 2000s 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

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(Unaudited)

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 condition, results of operations or cash flows.

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:

	Six Months Ended June 30,
	2013			2012
	(Millions)
Beginning Balance January 1,	$	23		$	26
Accruals related to product warranties	6			7
Reductions for payments made	(9		)	(9		)
Ending Balance June 30,	$	20		$	24

In the fourth quarter of 2011, we encountered an issue in our North America OE ride control 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.

(8) Earnings Per Share

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

21

	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012		Six Months Ended June 30, 2013		Six Months Ended June 30, 2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Earnings per share of common stock	$	1.04	$	1.45	$	1.94	$	1.95
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Effect of dilutive securities:
Restricted stock	170,950		109,722		157,551		139,995
Stock options	1,010,813		1,159,094		950,459		1,263,313
Weighted Average shares of common stock outstanding including dilutive securities	61,724,124		61,260,871		61,532,550		61,470,513
Earnings per share of common stock	$	1.02	$	1.42	$	1.91	$	1.90

Options to purchase 830,486 and 524,701 shares of common stock were outstanding as of June 30, 2013 and 2012, respectively, but not included in the computation of diluted earnings per share respectively, because the options were anti-dilutive.

(9) Common Stock

Equity Plans — We have granted a variety of awards, including common stock, restricted stock, restricted stock units, performance units, stock appreciation rights (“SARs”), and stock options to our directors, officers, and employees.

Accounting Methods — We have recorded $1 million in compensation expense in each of the three month periods ended June 30, 2013 and 2012 and $3 million in compensation expense for each of the six month periods ended June 30, 2013 and 2012, related to nonqualified stock options as part of our selling, general and administrative expense. This resulted in a decrease of $0.02 in both basic and diluted earnings per share for the three month periods ended June 30, 2013 and 2012 and a decrease of $0.05 in both basic and diluted earnings per share for the six month periods ended June 30, 2013 and 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 June 30, 2013, there was approximately $8 million of unrecognized compensation costs related to our stock option awards that we expect to recognize over a weighted average period of 1.7 years.

Compensation expense for restricted stock, restricted stock units, long-term performance units and SARs was $5 million and $2 million for the three months ended June 30, 2013 and 2012, respectively, and $8 million for each of the six months ended June 30, 2013 and 2012 and was recorded in selling, general, and administrative expense in our condensed consolidated statements of income.

Cash received from stock option exercises for the six months ended June 30, 2013 and 2012 was $10 million and $2 million, respectively. Stock option exercises in the first six months of 2013 and 2012 would have generated an excess tax benefit of $3 million and $1 million, respectively. We did not record the excess tax benefit as we have federal and state net operating losses which were not being utilized.

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	Six Months Ended June 30,
	2013			2012
Stock Options Granted
Weighted average grant date fair value, per share	$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	66.4		%	73.5		%
Expected lives	4.9			4.7
Risk-free interest rates	0.7		%	0.8		%
Dividend 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:

	Six Months Ended June 30, 2013
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options
Outstanding, January 1, 2013	2,447,475		$	20.14	4.1	$	29
Granted	311,539		36.29
Canceled	(7,225	)	11.73
Forfeited	(14,920	)	14.59
Exercised	(82,622	)	19.96			1
Outstanding, March 31, 2013	2,654,247		$	22.12	4.3	$	41
Granted	388		38.90
Forfeited	(450	)	21.81
Exercised	(393,442	)	22.53			7
Outstanding, June 30, 2013	2,260,743		22.06		4.7	44

The weighted average grant-date fair value of options granted during the six months ended June 30, 2013 and 2012 was $19.84 and $17.49, respectively. The total fair value of shares vested was $3 million for both the periods ended June 30, 2013 and 2012.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	Six Months Ended June 30, 2013
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2013	348,918		$	31.69
Granted	204,731		36.28
Vested	(154,160	)	29.54
Forfeited	—		—
Nonvested balance at March 31, 2013	399,489		$	34.88
Granted	226		38.90
Vested	(15,289	)	35.40
Forfeited	—		—
Nonvested balance at June 30, 2013	384,426		34.86

The fair value of restricted stock grants is equal to the average of the high and low trading price of our stock on the date of grant. As of June 30, 2013, approximately $9 million of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of approximately 2.0 years. The total fair value of restricted shares vested was $5 million and $4 million at June 30, 2013 and 2012, respectively.

In January 2013, our Board of Directors approved a share repurchase program, authorizing us to repurchase up to 550,000 shares of Tenneco’s outstanding common stock over a 12 months 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 45,000 shares during the second quarter of 2013 through open market purchases, which were funded through cash from operations at a total cost of $2 million at an average price of $44.56 per share. These repurchased shares are held as part of our treasury stock which increased to 2,339,692 shares at June 30, 2013 from 2,294,692 shares at December 31, 2012.

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 June 30, 2013, $18 million of total unrecognized compensation costs is expected to be recognized over a weighted-average period of approximately 2.1 years.

(10) Pension Plans, Postretirement and Other Employee Benefits

Net periodic pension costs and postretirement benefit costs consist of the following components:

	Three Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	3		$	—		$	2		$	—		$	—
Interest cost	4			4			5			5			2			1
Expected return on plan assets	(6		)	(5		)	(6		)	(6		)	—			—
Net amortization:
Actuarial loss	3			3			2			2			1			2
Prior service cost (credit)	—			1			—			1			(2		)	(2		)
Net pension and postretirement costs	$	2		$	6		$	1		$	4		$	1		$	1

24

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	Six Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	5		$	—		$	4		$	—		$	—
Interest cost	9			8			10			9			3			3
Expected return on plan assets	(11		)	(10		)	(11		)	(11		)	—			—
Net amortization:
Actuarial loss	5			6			4			4			2			3
Prior service cost (credit)	—			1			—			1			(3		)	(3		)
Net pension and postretirement costs	$	4		$	10		$	3		$	7		$	2		$	3

For the six months ended June 30, 2013, we made pension contributions of $12 million and $15 million for our domestic and foreign pension plans, respectively. Based on current actuarial estimates, we believe we will be required to contribute approximately $32 million for the remainder of 2013. Pension contributions beyond 2013 will be required, but those amounts will vary based upon many factors including, for example, the performance of our pension fund investments during 2013.

We made postretirement contributions of approximately $4 million during the first six months of 2013. Based on current actuarial estimates, we believe we will be required to contribute approximately $5 million for the remainder of 2013.

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.

Amounts recognized for pension and postretirement benefits in other comprehensive income for the three and six month periods ended June 30, 2013 and 2012 include the following components:

	Three Months Ended June 30,
	2013								2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(1	)	$	—	$	(1	)	$	(1	)	$	—	$	(1	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	7			—		7			6			—		6
Other comprehensive income – pension benefits	$	6		$	—	$	6		$	5		$	—	$	5

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TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	Six Months Ended June 30,
	2013									2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(2	)	$	—		$	(2	)	$	(2	)	$	—		$	(2	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	13			(1		)	12			11			(1		)	10
Other comprehensive income – pension benefits	$	11		$	(1	)	$	10		$	9		$	(1	)	$	8

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”). The Retirement Savings Plan has been designed to adopt a Safe-Harbor approach approved by the Internal Revenue Service and which will provide for increased company matching contributions at lower percentages of employee deferrals. The company matching contribution has changed from 50 percent on the first eight percent of employee contributions to 100 percent on the first three percent and 50 percent on the next two percent of employee contributions effective January 1, 2012.

(11) New Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued an amendment to provide explicit guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The objective of the amendment is to eliminate the diversity in practice in the presentation of unrecognized tax benefits in those instances. This amendment is effective for reporting periods beginning after December 15, 2013. We will adopt this amendment on January 1, 2014. Adoption of the amendment is not expected to have a material impact on our consolidated financial statements.

In April 2013, the FASB issued an amendment to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendment applies to all entities that issue financial statements that are presented in conformity with U.S. GAAP except investment companies that are regulated under the Investment Company Act of 1940. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to resolve the diversity in practice about whether Subtopic 810-10, Consolidation-Overall, or Subtopic 830-30, Foreign Currency Matters-Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part of all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real state or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to the accounting guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement amount its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this amendment also requires an entity to disclose the nature and amount of the obligation as well as other information about

26

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

those obligations. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to the accounting guidance to improve the transparency of reporting amounts reclassified out of other comprehensive income. Other comprehensive income (loss) includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. This amendment does not change the current requirements for reporting net income or other comprehensive income in the financial statements. All of the information that this amendment requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. This new amendment requires presentation either on the face of the statement where net income is presented or in the notes, the effects of significant amounts reclassified out of accumulated other comprehensive income, and that the reclassified amounts be cross-referenced to the other disclosures required under U.S. GAAP. This amendment was effective for reporting periods beginning after December 15, 2012. This amendment has not had a material impact on our condensed consolidated financial statements.

In December 2011, the FASB issued an amendment relating to the disclosure about offsetting assets and liabilities. This amendment requires disclosure to provide information to help reconcile differences in the offsetting requirements under U.S. GAAP and International Financial Reporting Standards ("IFRS"). A reporting entity will be required to disclose (1) the gross amount of recognized assets and liabilities, (2) the amounts offset to determine the net amounts presented in the statement of financial position, (3) the net amounts presented in the statement of financial position, (4) the amounts subject to an enforceable master netting arrangement or similar agreement not otherwise included in (2), and (5) the net amount after deducting the amounts in (4) and (3). This amendment was effective for a reporting entity’s interim and annual periods beginning on or after January 1, 2013. Following issuance of this amendment, considerable concerns were raised regarding the broad scope of this amendment. In response to the concerns, in January, 2013, the FASB issued a new amendment revising the scope of the disclosure requirements to apply only to derivatives, repurchase agreements and reverse repurchase agreements, and security borrowing and lending transactions subject to a master netting arrangement or similar agreement. As a result of this new amendment the disclosure about offsetting assets and liabilities did not have any impact to our consolidated financial statements.

(12) Segment Information

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with the first quarter of 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with the first quarter of 2013, we are managed and organized along our two major product lines (emission control and ride control) 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 ride control or emission control 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.

The following table summarizes certain Tenneco Inc. segment information:

27

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

	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 June 30, 2013 and for the Three Months Ended June 30, 2013
Revenues from external customers	$	687	$	516	$	203	$	324	$	281	$	56	$	—		$	—		$	2,067
Intersegment revenues	1		26		—		3		9		8		—			(47		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	68		18		21		36		14		6		(22		)	—			141
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Three Months Ended June 30, 2012
Revenues from external customers	671		434		169		325		276		45		—			—			1,920
Intersegment revenues	1		29		—		3		14		8		—			(55		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	57		20		18		37		16		2		(13		)	—			137
Total assets	1,021		804		384		595		604		190		—			29			3,627
At June 30, 2013 and for the Six Months Ended June 30, 2013
Revenues from external customers	$	1,333	$	983	$	386	$	631	$	533	$	104	$	—		$	—		$	3,970
Intersegment revenues	2		57		—		5		21		15		—			(100		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	117		29		36		61		24		10		(43		)	—			234
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Six Months Ended June 30, 2012
Revenues from external customers	1,340		894		325		642		548		83		—			—			3,832
Intersegment revenues	5		59		—		5		28		16		—			(113		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	105		36		30		72		26		—		(36		)	—			233
Total assets	1,021		804		384		595		604		190		—			29			3,627

(13) Supplemental Guarantor Condensed Consolidating Financial Statements

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 2018 and 2020 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

28

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

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.

Distributions

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

29

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	904		$	1,163		$	—		$	—		$	2,067
Affiliated companies	92			141			—			(233		)	—
	996			1,304			—			(233		)	2,067
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	776			1,192			—			(232		)	1,736
Engineering, research, and development	14			19			—			—			33
Selling, general, and administrative	45			60			1			—			106
Depreciation and amortization of other intangibles	19			31			—			—			50
	854			1,302			1			(232		)	1,925
Other income (expense)
Loss on sale of receivables	—			(1		)	—			—			(1		)
Other income (loss)	34			5			—			(39		)	—
	34			4			—			(39		)	(1		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	176			6			(1		)	(40		)	141
Interest expense —
External (net of interest capitalized)	(1		)	1			20			—			20
Affiliated companies (net of interest income)	18			(18		)	—			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	159			23			(21		)	(40		)	121
Income tax expense	40			7			—			—			47
Equity in net income (loss) from affiliated companies	2			—			84			(86		)	—
Net Income	121			16			63			(126		)	74
Less: Net income attributable to noncontrolling interests	—			11			—			—			11
Net income (loss) attributable to Tenneco Inc.	$	121		$	5		$	63		$	(126	)	$	63
Comprehensive income (loss) attributable to Tenneco Inc.	$	126		$	(18	)	$	63		$	(126	)	$	45

30

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	897	$	1,023		$	—		$	—		$	1,920
Affiliated companies	45		145			—			(190		)	—
	942		1,168			—			(190		)	1,920
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	771		1,014			—			(190		)	1,595
Engineering, research, and development	12		16			—			—			28
Selling, general, and administrative	38		70			1			—			109
Depreciation and amortization of other intangibles	18		32			—			—			50
	839		1,132			1			(190		)	1,782
Other income (expense)
Loss on sale of receivables	—		(1		)	—			—			(1		)
Other income (expense)	43		(4		)	—			(39		)	—
	43		(5		)	—			(39		)	(1		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	146		31			(1		)	(39		)	137
Interest expense —
External (net of interest capitalized)	—		1			20			—			21
Affiliated companies (net of interest income)	58		(23		)	(35		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	88		53			14			(39		)	116
Income tax expense	5		16			—			—			21
Equity in net income (loss) from affiliated companies	29		—			73			(102		)	—
Net income (loss)	112		37			87			(141		)	95
Less: Net income attributable to noncontrolling interests	—		8			—			—			8
Net income (loss) attributable to Tenneco Inc.	$	112	$	29		$	87		$	(141	)	$	87
Comprehensive income (loss) attributable to Tenneco Inc.	$	102	$	1		$	87		$	(141	)	$	49

31

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,756		$	2,214		$	—		$	—		$	3,970
Affiliated companies	171			291			—			(462		)	—
	1,927			2,505			—			(462		)	3,970
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,518			2,283			—			(461		)	3,340
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	29			39			—			—			68
Selling, general, and administrative	98			124			3			—			225
Depreciation and amortization of other intangibles	38			62			—			—			100
	1,683			2,508			3			(461		)	3,733
Other income (expense)
Loss on sale of receivables	—			(2		)	—			—			(2		)
Other income (expense)	33			5			—			(39		)	(1		)
	33			3			—			(39		)	(3		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	277			—			(3		)	(40		)	234
Interest expense —
External (net of interest capitalized)	(1		)	2			39			—			40
Affiliated companies (net of interest income)	36			(37		)	1			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	242			35			(43		)	(40		)	194
Income tax expense	46			13			—			—			59
Equity in net income (loss) from affiliated companies	(3		)	—			160			(157		)	—
Net income (loss)	193			22			117			(197		)	135
Less: Net income attributable to noncontrolling interests	—			18			—			—			18
Net income (loss) attributable to Tenneco Inc.	$	193		$	4		$	117		$	(197	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	193		$	(36	)	$	117		$	(197	)	$	77

32

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,787	$	2,045		$	—		$	—		$	3,832
Affiliated companies	96		297			—			(393		)	—
	1,883		2,342			—			(393		)	3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,618		1,977			—			(393		)	3,202
Goodwill impairment charge	—		—			—			—			—
Engineering, research, and development	28		38			—			—			66
Selling, general, and administrative	77		147			3			—			227
Depreciation and amortization of other intangibles	36		63			—			—			99
	1,759		2,225			3			(393		)	3,594
Other income (expense)
Loss on sale of receivables	—		(2		)	—			—			(2		)
Other income (expense)	46		(10		)	—			(39		)	(3		)
	46		(12		)	—			(39		)	(5		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	170		105			(3		)	(39		)	233
Interest expense —
External (net of interest capitalized)	—		2			61			—			63
Affiliated companies (net of interest income)	112		(42		)	(70		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	58		145			6			(39		)	170
Income tax expense	7		32			—			—			39
Equity in net income (loss) from affiliated companies	97		—			111			(208		)	—
Net income (loss)	148		113			117			(247		)	131
Less: Net income attributable to noncontrolling interests	—		14			—			—			14
Net income (loss) attributable to Tenneco Inc.	$	148	$	99		$	117		$	(247	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	145	$	93		$	117		$	(247	)	$	108

33

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

BALANCE SHEET

	June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1		$	234		$	—	$	—		$	235
Restricted cash	—			5			—		—			5
Receivables, net	488			1,227			30		(527		)	1,218
Inventories	273			396			—		—			669
Deferred income taxes	90			—			6		(24		)	72
Prepayments and other	39			209			—		—			248
Total current assets	891			2,071			36		(551		)	2,447
Other assets:
Investment in affiliated companies	518			—			870		(1,388		)	—
Notes and advances receivable from affiliates	960			5,768			4,660		(11,388		)	—
Long-term receivables, net	6			2			—		—			8
Goodwill	21			48			—		1			70
Intangibles, net	15			17			—		—			32
Deferred income taxes	116			11			24		—			151
Other	48			48			26		(1		)	121
	1,684			5,894			5,580		(12,776		)	382
Plant, property, and equipment, at cost	1,129			2,204			—		—			3,333
Less — Accumulated depreciation and amortization	(781		)	(1,442		)	—		—			(2,223		)
	348			762			—		—			1,110
Total assets	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	120		$	—	$	—		$	120
Short-term debt — affiliated	62			262			9		(333		)	—
Trade payables	522			975			—		(158		)	1,339
Accrued taxes	12			23			1		—			36
Other	120			230			9		(60		)	299
Total current liabilities	716			1,610			19		(551		)	1,794
Long-term debt — non-affiliated	—			8			1,150		—			1,158
Long-term debt — affiliated	1,515			5,806			4,067		(11,388		)	—
Deferred income taxes	—			26			—		—			26
Postretirement benefits and other liabilities	467			98			—		3			568
Commitments and contingencies
Total liabilities	2,698			7,548			5,236		(11,936		)	3,546
Redeemable noncontrolling interests	—			13			—		—			13
Tenneco Inc. shareholders’ equity	225			1,125			380		(1,391		)	339
Noncontrolling interests	—			41			—		—			41
Total equity	225			1,166			380		(1,391		)	380
Total liabilities, redeemable noncontrolling interests and equity	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939

34

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

BALANCE SHEET

	December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	4		$	219		$	—	$	—		$	223
Receivables, net	341			1,268			30		(653		)	986
Inventories	278			389			—		—			667
Deferred income taxes	91			—			6		(25		)	72
Prepayments and other	28			148			—		—			176
Total current assets	742			2,024			36		(678		)	2,124
Other assets:
Investment in affiliated companies	551			—			717		(1,268		)	—
Notes and advances receivable from affiliates	957			4,495			4,594		(10,046		)	—
Long-term receivables, net	2			2			—		—			4
Goodwill	21			51			—		—			72
Intangibles, net	18			17			—		—			35
Deferred income taxes	55			1			60		—			116
Other	31			75			29		—			135
	1,635			4,641			5,400		(11,314		)	362
Plant, property, and equipment, at cost	1,098			2,267			—		—			3,365
Less — Accumulated depreciation and amortization	(763		)	(1,480		)	—		—			(2,243		)
	335			787			—		—			1,122
Total assets	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	112		$	1	$	—		$	113
Short-term debt — affiliated	250			173			10		(433		)	—
Trade payables	423			954			—		(191		)	1,186
Accrued taxes	16			34			—		—			50
Other	135			210			9		(54		)	300
Total current liabilities	824			1,483			20		(678		)	1,649
Long-term debt — non-affiliated	—			8			1,059		—			1,067
Long-term debt — affiliated	1,447			4,533			4,066		(10,046		)	—
Deferred income taxes	—			27			—		—			27
Postretirement benefits and other liabilities	438			118			—		3			559
Commitments and contingencies
Total liabilities	2,709			6,169			5,145		(10,721		)	3,302
Redeemable noncontrolling interests	—			15			—		—			15
Tenneco Inc. shareholders’ equity	3			1,223			291		(1,271		)	246
Noncontrolling interests	—			45			—		—			45
Total equity	3			1,268			291		(1,271		)	291
Total liabilities, redeemable noncontrolling interests and equity	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608

35

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF CASH FLOWS

	Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	87		$	73		$	(27	)	$	—	$	133
Investing Activities
Proceeds from sale of assets	1			(1		)	—			—		—
Cash payments for plant, property, and equipment	(23		)	(31		)	—			—		(54		)
Cash payments for software related intangible assets	(6		)	—			—			—		(6		)
Changes in restricted cash	—			4			—			—		4
Net cash used by investing activities	(28		)	(28		)	—			—		(56		)
Financing Activities
Issuance of common and treasury shares	—			—			12			—		12
Retirement of long-term debt	—			(1		)	(2		)	—		(3		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			4			—			—		44
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			7			(91		)	—		(84		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(8		)	110			—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided (used) by financing activities	(62		)	(21		)	27			—		(56		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(19		)	—			—		(19		)
Increase (decrease) in cash and cash equivalents	(3		)	5			—			—		2
Cash and cash equivalents, April 1	4			229			—			—		233
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

36

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF CASH FLOWS

	Three Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	122		$	24		$	(60	)	$	—	$	86
Investing Activities
Cash payments for plant, property, and equipment	(22		)	(38		)	—			—		(60		)
Cash payments for software related intangible assets	(1		)	(2		)	—			—		(3		)
Net cash used by investing activities	(23		)	(40		)	—			—		(63		)
Financing Activities
Retirement of long-term debt	—			(1		)	(21		)	—		(22		)
Debt issuance cost of long-term debt	—			—			(1		)	—		(1		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Increase (decrease) in bank overdrafts	—			(2		)	—			—		(2		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			41			(38		)	—		3
Net increase in short-term borrowings secured by accounts receivable	—			—			30			—		30
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(6		)	108			—		—
Capital contribution from noncontrolling interest partner	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(102		)	15			60			—		(27		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(8		)	—			—		(8		)
Increase (decrease) in cash and cash equivalents	(3		)	(9		)	—			—		(12		)
Cash and cash equivalents, April 1	3			190			—			—		193
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

37

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF CASH FLOWS

	Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	(15	)	$	88		$	(32	)	$	—	$	41
Investing Activities
Proceeds from sale of assets	1			1			—			—		2
Cash payments for plant, property, and equipment	(55		)	(69		)	—			—		(124		)
Cash payments for software related intangible assets	(9		)	(3		)	—			—		(12		)
Changes in restricted cash	—			(5		)	—			—		(5		)
Net cash used by investing activities	(63		)	(76		)	—			—		(139		)
Financing Activities
Issuance of common and treasury shares	—			—			13			—		13
Retirement of long-term debt	—			(1		)	(7		)	—		(8		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			(5		)	—			—		35
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			10			97			—		107
Intercompany dividends and net increase (decrease) in intercompany obligations	35			34			(69		)	—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided by financing activities	$	75		$	15		$	32		$	—	$	122
Effect of foreign exchange rate changes on cash and cash equivalents	—			(12		)	—			—		(12		)
Increase (decrease) in cash and cash equivalents	(3		)	15			—			—		12
Cash and cash equivalents, January 1	4			219			—			—		223
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

38

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —(Continued)

(Unaudited)

STATEMENT OF CASH FLOWS

	Six Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	124		$	3		$	(126	)	$	—	$	1
Investing Activities
Proceeds from sale of assets	—			1			—			—		1
Cash payments for plant, property, and equipment	(47		)	(78		)	—			—		(125		)
Cash payments for software related intangible assets	(2		)	(5		)	—			—		(7		)
Net cash used by investing activities	(49		)	(82		)	—			—		(131		)
Financing Activities
Retirement of long-term debt	—			(1		)	(402		)	—		(403		)
Issuance of long-term debt	—			—			250			—		250
Debt issuance cost of long-term debt	—			—			(13		)	—		(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			68			168			—		236
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			—			60			—		60
Intercompany dividends and net increase (decrease) in intercompany obligations	(76		)	(5		)	81			—		—
Capital contribution from noncontrolling interest partners	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(76		)	45			126			—		95
Effect of foreign exchange rate changes on cash and cash equivalents	—			2			—			—		2
Increase (decrease) in cash and cash equivalents	(1		)	(32		)	—			—		(33		)
Cash and cash equivalents, January 1	1			213			—			—		214
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

39

ITEM 2.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 condensed consolidated financial statements and related notes beginning on page 6.

Executive Summary

We are one of the world's leading manufacturers of emission control and ride control products and systems for light, commercial and specialty vehicle 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 control products and Walker^®, XNOx^™, Fonos^™, DynoMax^® and Thrush^™ emission control products. We serve more than 63 different original equipment manufacturers and commercial vehicle engine manufacturers, and our products are included on all ten 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 2012. Our aftermarket customers are comprised of full-line and specialty warehouse distributors, retailers, jobbers, installer chains and car dealers. As of December 31, 2012, we operated 89 manufacturing facilities worldwide and employed approximately 25,000 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 the second quarter of 2013, light vehicle production was up six percent in North America, 11 percent in China, one percent in Europe and 22 percent in South America. Light vehicle production was down six percent in India and one percent in Australia in the second quarter of 2013 when compared to the second quarter of 2012.

Total revenues for the second quarter of 2013 were $2,067 million, up from $1,920 million in the second quarter of 2012. Excluding the impact of currency and substrate sales, revenue was up $94 million, or six percent, from $1,491 million to $1,585 million, driven primarily by strong OE light vehicle production volumes in North America, South America and China.

Cost of sales (exclusive of depreciation and amortization): Cost of sales for the second quarter of 2013 was $1,736 million, or 84.0 percent of sales, compared to $1,595 million, or 83.1 percent of sales in the second quarter of 2012. The following table lists the primary drivers behind the change in cost of sales ($ millions).

Quarter ended June 30, 2012	$	1,595
Volume and mix	144
Material	(15		)
Currency exchange rates	3
Restructuring	1
Other Costs	8
Quarter ended June 30, 2013	$	1,736

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

Gross margin: Revenue less cost of sales for the second quarter of 2013 was $331 million, or 16.0 percent, versus $325 million, or 16.9 percent, in the second quarter of 2012. The effects on gross margin resulting from higher volumes and better material cost management were partially offset by currency.

Engineering, research and development: Engineering, research and development expense was $33 million and $28 million in the second quarters of 2013 and 2012, respectively. Increased spending to support customer programs, growth in emerging markets and decreased engineering cost recoveries drove the increase in expense year-over-year.

Selling, general and administrative: Selling, general and administrative expense was down $3 million in the second quarter of 2013, at $106 million, compared to $109 million in the second quarter of 2012.

Depreciation and amortization: Depreciation and amortization expense was $50 million in both the second quarter of 2013 and 2012.

40

Earnings before interest expense, taxes and noncontrolling interests (“EBIT”) were $141 million for the second quarter of 2013, an increase of $4 million when compared to $137 million in the second quarter of the prior year. Higher light vehicle production volumes in North America, South America and China and effective operational cost management were partially offset by lower commercial vehicle volumes in North America and their related costs, higher restructuring and related expenses and $8 million of negative currency.

Total revenues for the first six months of 2013 were up four percent to $3,970 million from $3,832 million for the first six months of 2012. Excluding the impact of currency and substrate sales, revenue was up $115 million, from $2,947 million to $3,062 million, driven primarily by strong OE light vehicle production volumes in North America, South America and China.

Cost of sales: Cost of sales for the first half of 2013 was $3,340 million, or 84.1 percent of sales, compared to $3,202 million, or 83.6 percent of sales in the first half of 2012. The following table lists the primary drivers behind the change in cost of sales ($ millions).

Six months ended June 30, 2012	$	3,202
Volume and mix	180
Material	(35		)
Currency exchange rates	(25		)
Restructuring	3
Other Costs	15
Six months ended June 30, 2013	$	3,340

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

Gross margin: Revenue less cost of sales for the first six months of 2013 was $630 million, or 15.9 percent, versus $630 million, or 16.4 percent in the first six months of 2012. The effect on gross margin resulting from higher volumes and better material cost management were offset by negative currency, higher restructuring expenses and higher manufacturing costs.

Engineering, research and development: Engineering, research and development expense was $68 million and $66 million in the first six months of 2013 and 2012, respectively.

Selling, general and administrative: Selling, general and administrative expense was $225 million and $227 million in the first half of 2013 and 2012, respectively.

Depreciation and amortization: Depreciation and amortization expense in the first six months of 2013 was $100 million, compared to $99 million in the first six months of 2012.

EBIT was $234 million for the first half of 2013, an improvement of $1 million, when compared to $233 million in the first half of 2012. Higher production volumes in China for both product lines and effective operational cost management were partially offset by lower volumes in Europe and North America Ride Performance, the related manufacturing absorption costs, costs in North America Ride Performance related to the resolution of an issue from late 2011 related to struts supplied to one particular OE platform, higher restructuring and related expenses and $8 million of negative currency.

Results from Operations

The tables below reflect our revenues for 2013 and 2012. 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 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. We view the growth of substrates as a key indicator that our value-add content in an emission control system is moving toward the higher technology hot-end gas and diesel business.

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

41

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 2012 table since this is the base period for measuring the effects of currency during 2013 on our operations. We believe investors find this information useful in understanding period-to-period comparisons in our revenues.

Net Sales and Operating Revenues for the Three Months Ended June 30, 2013 and 2012

	Three Months Ended June 30, 2013
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues			Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	687	$	272	$	415	$	—		$	415
Europe, South America & India	516		184		332		(4		)	336
Asia Pacific	203		32		171		4			167
Total Clean Air Division	1,406		488		918		—			918
Ride Performance Division
North America	324		—		324		—			324
Europe, South America & India	281		—		281		(5		)	286
Asia Pacific	56		—		56		(1		)	57
Total Ride Performance Division	661		—		661		(6		)	667
Total Tenneco Inc.	$	2,067	$	488	$	1,579	$	(6	)	$	1,585

	Three Months Ended June 30, 2012
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues		Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	671	$	269	$	402	$	—	$	402
Europe, South America & India	434		137		297		—		297
Asia Pacific	169		23		146		—		146
Total Clean Air Division	1,274		429		845		—		845
Ride Performance Division
North America	325		—		325		—		325
Europe, South America & India	276		—		276		—		276
Asia Pacific	45		—		45		—		45
Total Ride Performance Division	646		—		646		—		646
Total Tenneco Inc.	$	1,920	$	429	$	1,491	$	—	$	1,491

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	Three Months Ended June 30, 2013 Versus Three Months Ended June 30, 2012 Dollar and Percent Increase (Decrease)
	Revenues			Percent		Value-add Revenues excluding Currency			Percent
	(Millions Except Percent Amounts)
Clean Air Division
North America	$	16		2	%	$	13		3	%
Europe, South America & India	82			19	%	39			13	%
Asia Pacific	34			20	%	21			14	%
Total Clean Air Division	132			10	%	73			9	%
Ride Performance Division
North America	(1		)	—	%	(1		)	—	%
Europe, South America & India	5			2	%	10			4	%
Asia Pacific	11			24	%	12			27	%
Total Ride Performance Division	15			2	%	21			3	%
Total Tenneco Inc.	$	147		8	%	$	94		6	%

Light Vehicle Industry Production by Region for Three Months Ended June 30, 2013 and 2012 (According to IHS Automotive, July 2013)

	Three Months Ended June 30,
	2013	2012	Increase (Decrease)		% Increase (Decrease)
	(Number of Vehicles in Thousands)
North America	4,221	3,986	235		6	%
Europe	5,065	5,017	48		1	%
South America	1,253	1,029	224		22	%
India	863	921	(58	)	(6	)%
Total Europe, South America & India	7,181	6,967	214		3	%
China	5,020	4,513	507		11	%
Australia	55	56	(1	)	(1	)%

Clean Air revenue was up $132 million in the second quarter of 2013 compared to the second quarter of 2012, driven by higher sales in all the regions. The increase in North American revenues was driven by higher volumes, which accounted for $16 million of the year-over-year change in revenues. The increase in European, South American and Indian revenues was mostly driven by higher volumes of $87 million, mainly due to higher year-over-year OE light and commercial vehicle revenues. Currency had a $3 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was primarily driven by higher volumes of $32 million, mostly due to new platforms and higher light vehicle production volumes in China. Currency had a $5 million favorable impact on Asia Pacific revenues.

Ride Performance revenue was up $15 million in the second quarter of 2013 compared to the second quarter of 2012, primarily driven by higher volumes in Europe, South America and India and Asia Pacific regions, partially offset by lower volumes in North America. The decrease in North American revenues was driven by lower volumes, which accounted for $2 million of the year-over-year change in revenues, including lower commercial vehicle revenues. The increase in European, South American and Indian revenues was primarily driven by higher volumes of $7 million. Currency had a $5 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was driven by higher volumes of $12 million, mostly due to new platforms in the region and higher light vehicle production volumes in China. Currency had a $1 million unfavorable impact on Asia Pacific revenues.

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Net Sales and Operating Revenues for the Six Months Ended June 30, 2013 and 2012

	Six Months Ended June 30, 2013
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues			Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	1,333	$	532	$	801	$	—		$	801
Europe, South America & India	983		353		630		(17		)	647
Asia Pacific	386		57		329		4			325
Total Clean Air Division	2,702		942		1,760		(13		)	1,773
Ride Performance Division
North America	631		—		631		(1		)	632
Europe, South America & India	533		—		533		(19		)	552
Asia Pacific	104		—		104		(1		)	105
Total Ride Performance Division	1,268		—		1,268		(21		)	1,289
Total Tenneco Inc.	$	3,970	$	942	$	3,028	$	(34	)	$	3,062

	Six Months Ended June 30, 2012
	Revenues		Substrate Sales		Value-add Revenues		Currency Impact on Value-add Revenues		Value-add Revenues excluding Currency
	(Millions)
Clean Air Division
North America	$	1,340	$	546	$	794	$	—	$	794
Europe, South America & India	894		290		604		—		604
Asia Pacific	325		49		276		—		276
Total Clean Air Division	2,559		885		1,674		—		1,674
Ride Performance Division
North America	642		—		642		—		642
Europe, South America & India	548		—		548		—		548
Asia Pacific	83		—		83		—		83
Total Ride Performance Division	1,273		—		1,273		—		1,273
Total Tenneco Inc.	$	3,832	$	885	$	2,947	$	—	$	2,947

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	Six Months Ended June 30, 2013 Versus Six Months Ended June 30, 2012 Dollar and Percent Increase (Decrease)
	Revenues			Percent		Value-add Revenues excluding Currency			Percent
	(Millions Except Percent Amounts)
Clean Air Division
North America	$	(7	)	(1	)%	$	7		1	%
Europe, South America & India	89			10	%	43			7	%
Asia Pacific	61			19	%	49			18	%
Total Clean Air Division	143			6	%	99			6	%
Ride Performance Division
North America	(11		)	(2	)%	(10		)	(2	)%
Europe, South America & India	(15		)	(3	)%	4			1	%
Asia Pacific	21			25	%	22			27	%
Total Ride Performance Division	(5		)	—	%	16			1	%
Total Tenneco Inc.	$	138		4	%	$	115		4	%

Light Vehicle Industry Production by Region for Six Months Ended June 30, 2013 and 2012 (According to IHS Automotive, July 2013)

	Six Months Ended June 30,
	2013	2012	Increase (Decrease)		% Increase (Decrease)
	(Number of Vehicles in Thousands)
North America	8,233	7,951	282		4	%
Europe	9,885	10,271	(386	)	(4	)%
South America	2,275	1,983	292		15	%
India	1,874	1,998	(124	)	(6	)%
Total Europe, South America & India	14,034	14,252	(218	)	(2	)%
China	10,130	8,994	1,136		13	%
Australia	119	113	6		5	%

Clean Air revenue was up $143 million in the first six months of 2013 compared to the first six months of 2012, primarily driven by higher sales in the Europe, South America and India and Asia Pacific regions, partially offset by declines in the North American region. The decrease in North American revenues was driven by lower volumes, which accounted for $7 million of the year-over-year change in revenues, including lower commercial vehicle revenues. The increase in European, South American and Indian revenues was mostly driven by higher volumes of $114 million, mainly due to higher year-over-year OE light and commercial vehicle revenues. Currency had a $20 million unfavorable impact on European, South American and Indian revenues. The increase in Asia Pacific revenues was primarily driven by higher volumes of $64 million, mostly due to new platforms and higher light vehicle production volumes in China. Currency had a $5 million favorable impact on Asia Pacific revenues.

Ride Performance revenue was down $5 million in the first six months of 2013 compared to the first six months of 2012, primarily driven by lower volumes in North America and Europe, South America and India, partially offset by higher volumes in the Asia Pacific region. The decrease in North American revenues was driven by lower volumes, which accounted for $12 million of the year-over-year change in revenues, including lower commercial vehicle revenues. Currency had a $1 million unfavorable impact on year-over-year North American revenues. The decrease in European, South American and Indian revenues was primarily driven by lower volumes of $2 million and an unfavorable currency impact of $19 million. The increase in Asia Pacific revenues was driven by higher volumes of $22 million, mostly due to new platforms in the region and higher light vehicle production volumes in China. Currency had a $1 million unfavorable impact on year-over-year Asia Pacific revenues.

Earnings before Interest Expense, Income Taxes and Noncontrolling Interests (“EBIT”) for the Three Months Ended June 30, 2013 and 2012

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	Three Months Ended June 30,						Change
	2013			2012
	(Millions)
Clean Air Division
North America	$	68		$	57		$	11
Europe, South America & India	18			20			(2		)
Asia Pacific	21			18			3
Total Clean Air Division	107			95			12
Ride Performance Division
North America	36			37			(1		)
Europe, South America & India	14			16			(2		)
Asia Pacific	6			2			4
Total Ride Performance Division	56			55			1
Other	(22		)	(13		)	(9		)
Total Tenneco Inc.	$	141		$	137		$	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:

	Three Months Ended June 30,
	2013		2012
	(Millions)
Clean Air Division
Europe, South America & India
Restructuring and related expenses	$	3	$	1
Total Clear Air Division	$	3	$	1
Ride Performance Division
Europe, South America & India
Restructuring and related expenses	1		1
Asia Pacific
Restructuring and related expenses	1		$	—
Total Ride Performance Division	$	2	$	1
Other
Restructuring and related expenses	$	2	$	—

EBIT for the Clean Air division was $107 million in the second quarter of 2013 compared to $95 million in the second quarter a year ago. EBIT for North America increased $11 million to $68 million in the second quarter of 2013 versus the second quarter of 2012. EBIT benefited from higher OE light vehicle production volumes, higher aftermarket sales and operational cost management. Europe, South America and India's EBIT decreased $2 million in the second quarter of 2013 to $18 million from $20 million in the second quarter of 2012. The decrease was driven by increased restructuring and related expenses and negative currency partially offset by new platforms in Europe and higher OE light and commercial vehicle revenue in Europe and South America. EBIT for Asia Pacific increased $3 million to $21 million in the second quarter of 2013 from $18 million in the second quarter of 2012. EBIT benefited from new platforms and higher production volumes in China. For the Clean Air division, restructuring and related expenses of $3 million were included in EBIT for the second quarter of 2013 and $1 million for the same period in 2012. Currency had a $3 million unfavorable impact on EBIT of the Clean Air division for 2013 when compared to last year.

EBIT for the Ride Performance division was $56 million in the second quarter of 2013 compared to $55 million in the second quarter a year ago. EBIT for North America decreased $1 million in the second quarter of 2013 to $36 million from $37 million in the second quarter of 2012. The decrease was driven by lower OE commercial vehicle volumes and the related manufacturing absorption costs partially offset by higher OE light vehicle volumes and operational cost management. Europe, South America and India's EBIT was $14 million in the second quarter of 2013, compared to $16 million in the second quarter a year ago. The decrease was driven by negative currency impact partially offset by higher aftermarket volumes in Europe and higher revenues for OE light and commercial vehicles in South America. EBIT for Asia Pacific increased $4 million to $6 million in the second quarter of 2013 from $2 million in the second quarter of 2012. EBIT benefited from new platforms in the

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region and higher production volumes in China partially offset by negative currency. For the Ride Performance division, restructuring and related expenses of $2 million were included in EBIT for the second quarter of 2013 and $1 million for the same period in 2012. Currency had a $5 million unfavorable impact on EBIT of the Ride Performance division for 2013 when compared to last year.

Currency had an $8 million unfavorable impact on overall company EBIT for the second quarter of 2013 as compared to the prior year's second quarter.

EBIT as a Percentage of Revenue for the Three Months Ended June 30, 2013 and 2012

	Three Months Ended June 30,
	2013		2012
Clean Air Division
North America	10	%	8	%
Europe, South America & India	3	%	5	%
Asia Pacific	10	%	11	%
Total Clean Air Division	8	%	7	%
Ride Performance Division
North America	11	%	11	%
Europe, South America & India	5	%	6	%
Asia Pacific	11	%	4	%
Total Ride Performance Division	8	%	9	%
Total Tenneco Inc.	7	%	7	%

In the Clean Air division, EBIT as a percentage of revenues for the second quarter of 2013 was up one percentage point compared to last year's second quarter. In North America, EBIT as a percentage of revenues for the second quarter of 2013 was up two percentage points from last year's second quarter due to higher OE light vehicle production volumes, higher aftermarket sales and operational cost management. Europe, South America and India's EBIT as a percentage of revenues for the second quarter of 2013 decreased two percentage points from the prior year's second quarter, driven by increased restructuring and related expenses and negative currency partially offset by new platforms in Europe and higher OE light and commercial vehicle revenue in Europe and South America. EBIT as a percentage of revenues for Asia Pacific was down one percentage point in the second quarter of 2013 when compared to the second quarter of 2012 due to a higher mix of lower margin substrate sales.

In the Ride Performance division, EBIT as a percentage of revenues was down one percentage point compared to the prior year's second quarter. In the second quarter of 2013, EBIT as a percentage of revenues for North America was even compared to the second quarter of 2012 driven by lower OE commercial vehicle volumes and the related manufacturing absorption costs offset by higher OE light vehicle volumes and operational cost management. EBIT as a percentage of revenues in Europe, South America and India was down one percentage point in the second quarter of 2013 when compared to the prior year's second quarter due to negative currency partially offset by higher aftermarket volumes in Europe and higher revenues for OE light and commercial vehicles in South America. In Asia Pacific, EBIT as a percentage of revenues for the second quarter of 2013 was up seven percentage points from last year's second quarter due to new platforms in the region and higher production volumes in China partially offset by negative currency.

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EBIT for the Six Months Ended June 30, 2013 and 2012

	Six Months Ended June 30,						Change
	2013			2012
	(Millions)
Clean Air Division
North America	$	117		$	105		$	12
Europe, South America & India	29			36			(7		)
Asia Pacific	36			30			6
Total Clean Air Division	182			171			11
Ride Performance Division
North America	61			72			(11		)
Europe, South America & India	24			26			(2		)
Asia Pacific	10			—			10
Total Ride Performance Division	95			98			(3		)
Other	(43		)	(36		)	(7		)
Total Tenneco Inc.	$	234		$	233		$	1

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:

	Six Months Ended June 30,
	2013		2012
	(Millions)
Clean Air Division
Europe, South America & India
Restructuring and related expenses	$	4	$	1
Asia Pacific
Restructuring and related expenses	2		—
Total Clean Air Division	$	6	$	1
Ride Performance Division
Europe, South America & India
Restructuring and related expenses	2		2
Asia Pacific
Restructuring and related expenses	1		—
Total Ride Performance Division	$	3	$	2
Other
Restructuring and related expenses	$	2	$	—

EBIT for the Clean Air division was $182 million in the first half of 2013 compared to $171 million in the first half of 2012. EBIT for North America increased $12 million to $117 million in the first half of 2013 versus the first half of 2012. The benefits to EBIT from solid aftermarket performance and operational cost management were partially offset by negative currency. Europe, South America and India's EBIT decreased $7 million in the first half of 2013 to $29 million from $36 million in the first half of 2012. The decrease was driven by lower aftermarket volumes, increased restructuring and related expenses and negative currency partially offset by higher OE revenues and operational cost management. EBIT for Asia Pacific increased $6 million to $36 million in the first half of 2013 from $30 million in the first half of 2012. The benefits to EBIT from new platforms and higher production volumes in China, operational cost management and positive currency were partially offset by higher engineering expense and increased restructuring and related expenses. For the Clean Air division, EBIT included restructuring and related expenses of $6 million for the first half of 2013 and $1 million for the first half of 2012. Currency had a $3 million unfavorable impact on EBIT of the Clean Air division for 2013 when compared to last year.

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EBIT for the Ride Performance division was $95 million in the first half of 2013 compared to $98 million in the first half of 2012. EBIT for North America decreased $11 million in the first half of 2013 to $61 million from $72 million in the first half of 2012. The decrease was driven by lower OE commercial vehicle revenues, aftermarket volumes, the related manufacturing absorption costs, costs related to the resolution of an issue from late 2011 related to struts supplied to one particular OE platform and negative currency partially offset by operational cost management. Europe, South America and India's EBIT was $24 million in the first half of 2013, compared to $26 million in the first half a year ago. The decrease was driven by lower volumes in OE production and negative currency impact offset by operational cost management. EBIT from Asia Pacific increased $10 million in the first half of 2013 from the first half of 2012. EBIT benefited from new platforms in the region, higher production volumes in China and operational cost management. For the Ride Performance division, EBIT included restructuring and related expenses of $3 million for the first half of 2013 and $2 million for the first half of 2012. Currency had a $5 million unfavorable impact on EBIT of the Ride Performance division for 2013 when compared to last year.

Currency had an $8 million unfavorable impact on overall company EBIT for the first half of 2013 as compared to the first half of prior year.

EBIT as a Percentage of Revenue for the Six Months Ended June 30, 2013 and 2012

	Six Months Ended June 30,
	2013		2012
Clean Air Division
North America	9	%	8	%
Europe, South America & India	3	%	4	%
Asia Pacific	9	%	9	%
Total Clean Air Division	7	%	7	%
Ride Performance Division
North America	10	%	11	%
Europe, South America & India	5	%	5	%
Asia Pacific	10	%	—	%
Total Ride Performance Division	7	%	8	%
Total Tenneco Inc.	6	%	6	%

In the Clean Air division, EBIT as a percentage of revenues for the first half of 2013 was even compared to the first half of last year. In North America, EBIT as a percentage of revenues for the first half of 2013 was up one percentage point from the first half of last year due to solid aftermarket performance and operational cost management partially offset by negative currency. Europe, South America and India's EBIT as a percentage of revenues for the first half of 2013 decreased one percentage point from the first half of prior year, driven by lower aftermarket volumes, increased restructuring and related expenses and negative currency partially offset by higher OE revenues and operational cost management. EBIT as a percentage of revenues for Asia Pacific was even in the first half of 2013 when compared to the first half of 2012 due to new platforms and higher production volumes in China, operational cost management and positive currency offset by higher engineering expense and increased restructuring and related expenses.

In the Ride Performance division, EBIT as a percentage of revenues was down one percentage point compared to the first half of prior year. In the first half of 2013, EBIT as a percentage of revenues for North America decreased one percentage point when compared to the first half of 2012 driven by lower OE commercial vehicle revenues, aftermarket volumes, the related manufacturing absorption costs, costs related to the resolution of an issue from late 2011 related to struts supplied to one particular OE platform and negative currency partially offset by operational cost management. EBIT as a percentage of revenues in Europe, South America and India was flat in the first half of 2013 when compared to the prior year's first half due to lower volumes in OE production and negative currency impact offset by operational cost management. In Asia Pacific, EBIT as a percentage of revenues for the first half of 2013 was up 10 percentage points from the first half of last year due to new platforms in the region, higher production volumes in China and operational cost management.

Interest Expense, Net of Interest Capitalized

We reported interest expense in the second quarter of 2013 of $20 million (all in our U.S. operations) net of interest capitalized of $1 million, down from $21 million (all in our U.S. operations) net of interest capitalized of $1 million in the second quarter of 2012. Included in the second quarter of 2012 was $1 million of expense related to our refinancing activities.

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Excluding the refinancing expenses, interest expense was flat in the second quarter of 2013 compared to the prior year's second quarter.

We reported interest expense in the first half of 2013 of $40 million ($39 million in our U.S. operations and $1 million in our foreign operations) net of interest capitalized of $2 million, down from $63 million (all in our U.S. operations) net of interest capitalized of $2 million in the first half of 2012. Included in the first half of 2012 was $18 million of expense related to our refinancing activities. Excluding the refinancing expenses, interest expense decreased in the first half of 2013 compared to the first half of prior year as a result of lower rates due to last year's debt refinancing transactions.

On June 30, 2013, we had $734 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 August 2018, and the remainder is fixed from 2015 through 2025. We also have $426 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 $47 million for the second quarter of 2013. Income tax expense was $21 million for the second quarter of 2012. The tax expense recorded for 2012 included a net tax benefit primarily related to U.S. taxable income with no associated tax expense due to the valuation allowance on our net operating loss ("NOL") position and prior year tax adjustments, partially offset by the impact of recording a valuation allowance against the tax benefit for losses in certain foreign jurisdictions.

We reported an income tax expense of $59 million for the first six months of 2013. The tax expense recorded in the first six months of 2013 includes a net tax benefit of $13 million for tax adjustment primarily related to recognizing a U.S. tax benefit for foreign taxes. Income tax expense was $39 million for the first six months of 2012. The tax expense recorded for the first six months of 2012 included a net tax benefit primarily related to U.S. taxable income with no associated tax expense due to the valuation allowance on our NOL carryforward and prior year tax adjustments, partially offset by the impact of recording a valuation allowance against the tax benefit for losses in certain foreign jurisdictions.

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.

In 2008, given our historical losses in the U.S., we concluded that our ability to fully utilize our federal and state NOL carryforward was limited. As a result, we recorded a valuation allowance against all of our U.S. deferred tax assets except for our tax planning strategies which had not yet been implemented and which did not depend upon generating future taxable income. Prior to the reversal of the valuation allowance in the third quarter of 2012, we carried a deferred tax asset in the U.S. of $90 million relating to the expected utilization of the federal and state NOL. The recording of a valuation allowance did not impact the amount of the NOL that would be available for federal and state income tax purposes in future periods.

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 NOL at December 31, 2012 totaled $190 million and expires beginning in tax years ending in 2022 through 2030. The state NOLs expire in various tax years through 2032.

Valuation allowances are established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” standard. 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 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.

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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 the second quarter of 2013, we incurred $7 million in restructuring and related costs, primarily related to European cost reduction efforts, the ending of 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 $4 million was recorded in cost of sales and $3 million was recorded in SG&A. In the second quarter of 2012, we incurred $2 million in restructuring and related costs, primarily related to headcount reductions in South America, all of which was recorded in cost of sales. For the first six months of 2013, we have incurred $11 million in restructuring and related costs, primarily related to European cost reduction efforts, our exit from the distribution of aftermarket exhaust products, the ending of 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 $7 million was recorded in cost of sales and $4 million was recorded in SG&A. For the first six months of 2012, we incurred $3 million in restructuring and related costs primarily related to headcount reductions in South America, all of which was recorded in cost of sales.

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

	December 31, 2012 Restructuring Reserve		2013 Expenses	2013 Cash Payments	June 30, 2013 Restructuring Reserve
	(Millions)
Employee Severance and Termination Benefits	$	—	11	(6)	$	5

Under the terms of our amended and restated senior credit agreement that took effect on March 22, 2012, we are allowed to exclude $80 million of cash charges and expenses, before taxes, related to cost reduction initiatives incurred after March 22, 2012 from the calculation of the financial covenant ratios required under our senior credit facility. As of June 30, 2013, we have excluded $24 million in cumulative allowable charges relating to restructuring initiatives against the $80 million available under the terms of the senior credit facility.

On January 31, 2013, we announced our plan 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 expect that most of the remaining expense will be recorded later in 2013 and 2014, 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 union consultation. $3 million of the total of $7 million we incurred in restructuring and related costs in the second quarter of 2013 was related to this initiative. $5 million of the total of $11 million we incurred in restructuring and related costs in the first six months of 2013 was related to this initiative. In 2012, we recorded non-cash charges of $4 million related to the closing of the Vittaryd facility.

Earnings Per Share

We reported net income attributable to Tenneco Inc. of $63 million or $1.02 per diluted common share for the second quarter of 2013. Included in the results for the second quarter of 2013 were negative impacts from expenses related to our restructuring activities, which decreased earnings per diluted share by $0.08. We reported net income attributable to Tenneco Inc. of $87 million or $1.42 per diluted common share for the second quarter of 2012. Included in the results for the second quarter of 2012 were negative impacts from expenses related to our restructuring activities and costs related to our refinancing activities which were more than offset by net tax benefits. The net impact of these items increased earnings per diluted share by $0.28.

We reported net income attributable to Tenneco Inc. of $117 million or $1.91 per diluted common share for the first half of 2013. Included in the results for the first half of 2013 were negative impacts from expenses related to our restructuring activities, which were more than offset by net tax benefits. The net impact of these items increased earnings per diluted share by $0.08. We reported net income attributable to Tenneco Inc. of $117 million or $1.90 per diluted common share for the first half of 2012. Included in the first six months results for 2012 were negative impacts from expenses related to our restructuring activities and costs related to our refinancing activities which were more than offset by net tax benefits. The net impact of these items increased earnings per diluted share by $0.10.

Dividends on Common Stock

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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 the Three Months Ended June 30, 2013 and 2012

	Three Months Ended June 30,
	2013			2012
	(Millions)
Cash provided (used) by:
Operating activities	$	133		$	86
Investing activities	(56		)	(63		)
Financing activities	(56		)	(27		)

Operating Activities

For the second quarter of 2013, operating activities provided $133 million in cash compared to $86 million in cash provided during last year’s second quarter. Compared to the prior year, the increase in cash from operations was primarily driven by working capital improvements including strong year-over-year improvement in inventories. For the second quarter of 2013, cash used for working capital was $12 million versus $48 million of cash used for working capital in the second quarter of 2012. Receivables were a use of cash of $77 million in the second quarter of 2013 compared to a cash use of $31 million in the prior year’s second quarter. Inventory represented a cash inflow of $22 million during the second quarter of 2013, compared to a cash outflow of $7 million for last year’s second quarter. Accounts payable provided $72 million of cash for the quarter ended June 30, 2013, compared to cash used of $2 million for the quarter ended June 30, 2012. Cash taxes were $46 million for the second quarter of 2013 compared to $19 million in the prior year’s second quarter.

Investing Activities

Cash used for investing activities was $56 million in the second quarter of 2013 compared to $63 million in the same period a year ago. Cash payments for plant, property and equipment were $54 million in the second quarter of 2013 versus payments of $60 million in the second quarter of 2012, a decrease of $6 million. The majority of the spending was to support continued growth in the Clean Air business. Cash payments for software-related intangible assets were $6 million and $3 million, respectively, for the second quarters of 2013 and 2012. Changes in restricted cash provided cash of $4 million in the second quarter of 2013.

Financing Activities

Cash flow from financing activities was an outflow of $56 million for the quarter ending June 30, 2013 compared to an outflow of $27 million for the quarter ending June 30, 2012. During the second quarter of 2013, we repurchased 45,000 shares of our outstanding common stock for $2 million at an average price of $44.56 per share as part of a previously announced stock buyback plan for 550,000 shares of outstanding common stock. During the second quarter of 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.

Cash Flows for the Six Months Ended June 30, 2013 and 2012

	Six Months Ended June 30,
	2013			2012
	(Millions)
Cash provided (used) by:
Operating activities	$	41		$	1
Investing activities	(139		)	(131		)
Financing activities	122			95

Operating Activities

For the first six months of 2013, operating activities provided $41 million in cash compared to $1 million in cash provided during the first six months of last year. For the first six months of 2013, cash used for working capital was $209 million versus $219 million of cash used for working capital in the first six months of 2012. Receivables were a use of cash of $253 million in the first six months of 2013 compared to a cash use of $212 million in the first six months of prior year. Inventory represented a cash outflow of $18 million during the first six months of 2013, compared to a cash outflow of

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$83 million for the first six months of last year. Accounts payable provided $149 million of cash for the the first six months ended June 30, 2013, compared to cash provided of $86 million for the first six months ended June 30, 2012. Cash taxes were $71 million for the first six months of 2013 compared to $36 million in the first six months of prior year.

Investing Activities

Cash used for investing activities was $139 million in the first six months of 2013 compared to $131 million in the same period a year ago. Cash payments for plant, property and equipment were $124 million in the first six months of 2013 versus payments of $125 million in the first six months of 2012, a decrease of $1 million. The majority of the spending was to support continued growth in the Clean Air business. Cash payments for software-related intangible assets were $12 million and $7 million, respectively, for the first six months of 2013 and 2012. Changes in restricted cash were a use of cash of $5 million in the first six months of 2013.

Financing Activities

Cash flow from financing activities was an inflow of $122 million for the six months ending June 30, 2013 compared to an inflow of $95 million for the six months ending June 30, 2012. During the first six months of 2013, we repurchased 45,000 shares of our outstanding common stock for $2 million at an average price of $44.56 per share as part of a previously announced stock buyback plan for 550,000 shares of outstanding common stock. During the first six months of 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. Borrowings under our revolving credit facility were $190 million at June 30, 2013 versus $252 million at June 30, 2012. In the first six months of 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.

Outlook

In the third quarter of 2013, IHS Automotive forecasts a four percent increase in light vehicle production in the regions where we operate versus a year ago with both North America and China increasing eight percent year-over-year. South America is expected to be even with last year and production declines of three percent are expected in Europe.

According to IHS Automotive, full-year light vehicle production in the regions where we operate is also predicted to increase four percent versus last year. Full-year light vehicle production is estimated by IHS Automotive to increase in North America by five percent, in China by 10 percent, and in South America by six percent. Full-year light vehicle production in Europe is projected to decline three percent.

We are well-positioned to capitalize on the stronger global light vehicle production environment with an excellent platform mix, the continued ramp-up on new programs and a well-established footprint in the fastest growing markets.

In general, the global commercial vehicle market remains weak. There is modest demand improvement in certain areas; however, inventory corrections are still expected to impact production levels. We anticipate commercial vehicle revenues for the next two quarters to be relatively flat compared with the second quarter, bringing full year commercial vehicle revenues within the lower end of the our previously announced range.

For the remainder of the year, we anticipate a tax rate between 36 percent and 38 percent, and 2013 cash taxes to be approximately $110 million.

Critical Accounting Policies

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Preparing our condensed 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 condensed 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

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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 $942 million and $885 million for the first six months of 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 condensed consolidated 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 condensed consolidated financial statements.

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 totaled $34 million and $25 million at June 30, 2013 and December 31, 2012, respectively. In addition, plant, property and equipment included $55 million and $50 million at June 30, 2013 and December 31, 2012, respectively, for original equipment tools and dies that we own, and prepayments and other included $91 million and $66 million at June 30, 2013 and December 31, 2012, 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 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 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.

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

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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 and equity structure, 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 2012, the estimated fair value of each of our reporting units 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 4.1 percent in 2013 from 4.9 percent in 2012. The discount rate for postretirement benefits was lowered to 4.1 percent in 2013 from 4.8 percent in 2012.

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 6.9 percent in 2013 from 7.2 percent for 2012.

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. As of June 30, 2013, all legal funding requirements have been met.

Changes in Accounting Pronouncements

Note 11 in our notes to condensed consolidated financial statements located in Part I Item 1 of this Form 10-Q is incorporated herein for reference.

Liquidity and Capital Resources

Capitalization

	June 30, 2013		December 31, 2012		% Change
	(Millions)
Short-term debt and maturities classified as current	$	120	$	113	6	%
Long-term debt	1,158		1,067		9
Total debt	1,278		1,180		8
Total redeemable noncontrolling interests	13		15		(13	)
Total noncontrolling interests	41		45		(9	)
Tenneco Inc. shareholders’ equity	339		246		38
Total equity	380		291		31
Total capitalization	$	1,671	$	1,486	12

General. Short-term debt, which includes maturities classified as current, borrowings by foreign subsidiaries, and borrowings securitized by our North American accounts receivable securitization program, was $120 million and $113 million

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as of June 30, 2013 and December 31, 2012, respectively. Borrowings under our revolving credit facilities, which are classified as long-term debt, were $190 million and $92 million at June 30, 2013 and December 31, 2012, respectively.

The 2013 year-to-date increase in total equity primarily resulted from net income attributable to Tenneco Inc. of $63 million, a $10 million increase in additional liability for pension and postretirement benefits, a $18 million increase in premium on common stock and other capital surplus relating to common stock issued pursuant to benefit plans and a $51 million 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 March 22, 2012, we completed an amendment and restatement of our senior credit facility by increasing the amount and extending the maturity date of our revolving credit facility and adding a new Tranche A Term Facility. The amended and restated facility replaces our former $556 million revolving credit facility, $148 million Tranche B Term Facility and $130 million Tranche B-1 letter of credit/revolving loan facility. The proceeds from this refinancing transaction were used to repay our $148 million Tranche B Term Facility and, as described below, to fund the purchase and redemption of our $250 million 8.125 percent senior notes due in 2015. As of June 30, 2013, the senior credit facility provides us with a total revolving credit facility size of $850 million and had a $234 million balance outstanding under the Tranche A Term Facility, both of which will mature on March 22, 2017. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty. 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 enter into revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.1 million beginning June 30, 2012 through March 31, 2014, $6.3 million beginning June 30, 2014 through March 31, 2015, $9.4 million beginning June 30, 2015 through March 31, 2016, $12.5 million beginning June 30, 2016 through December 31, 2016 and a final payment of $125 million is due on March 22, 2017.

On March 8, 2012, we announced a cash tender offer to purchase our outstanding $250 million 8.125 percent senior notes due in 2015 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $232 million aggregate principal amount of the notes and, on March 22, 2012, we purchased the tendered notes at a price of 104.44 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 April 6, 2012, we redeemed the remaining outstanding $18 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 104.06 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $850 million revolving credit facility and the new $250 million Tranche A Term Facility was used to fund the total cost of the tender offer and redemption, including all related fees and expenses.

At June 30, 2013, of the $850 million available under the revolving credit facility, we had unused borrowing capacity of $621 million with $190 million in outstanding borrowings and $39 million in outstanding letters of credit. As of June 30, 2013, our outstanding debt also included $234 million related to our Tranche A Term Facility which is subject to quarterly principal payments as described above through March 22, 2017, $225 million of 7.75 percent senior notes due August 15, 2018, $500 million of 6.875 percent senior notes due December 15, 2020, and $130 million of other debt.

Senior Credit Facility — Interest Rates and Fees. Beginning March 22, 2012, 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 250 basis points, or (ii) a rate consisting of the greater of (a) the JPMorgan Chase prime rate plus a margin of 150 basis points, (b) the Federal Funds rate plus 50 basis points plus a margin of 150 basis points, and (c) the Eurodollar Rate plus 100 basis points plus a margin of 150 basis points. The margin we pay on these borrowings will be reduced by a total of 25 basis points below the original margin following each fiscal quarter for which our consolidated net leverage ratio is less than 1.50 or will be increased by a total of 25 basis points above the original margin if our consolidated net leverage ratio is greater than or equal to 2.50. We also pay a commitment fee equal to 40 basis points.

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 under 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 and, the actual ratios we achieved for the two quarters of 2013, are as follows:

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	Quarter Ended
	March 31, 2013		June 30, 2013
	Required	Actual	Required	Actual
Leverage Ratio (maximum)	3.50	1.98	3.50	1.79
Interest Coverage Ratio (minimum)	2.55	8.39	2.55	8.74

The senior credit facility includes a maximum leverage ratio covenant of 3.50 through March 22, 2017 and a minimum interest coverage ratio of 2.55 through December 31, 2013 and 2.75 thereafter, through March 22, 2017.

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); (ii) with the net cash proceeds of the incremental facilities (as defined in the senior credit facility agreement); (iii) with the net cash proceeds of the revolving loans (as defined in the senior credit facility agreement); (iv) with the cash generated by the operations of the Company; (v) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the senior credit facility agreement) issued by the Company after March 22, 2012; 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) 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 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 June 30, 2013, 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 June 30, 2013, our outstanding senior notes also included $225 million of 7.75 percent senior notes due August 15, 2018 and $500 million of 6.875 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 at any time on and after August 15, 2014 in the case of the senior notes due 2018, and December 15, 2015 in the case of the senior notes due 2020. In addition, prior to such dates 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 2018, with the proceeds of certain equity offerings completed on or before August 15, 2013 and up to 35 percent of the senior notes due 2020, with the proceeds of certain equity offerings completed on or before December 15, 2013. If we sell certain of our assets or experience specified kinds of changes in control, we must offer to repurchase the notes due 2018 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;

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(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 June 30, 2013, 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 2013, the North American program was amended and extended to March 21, 2014. 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 $50 million at both June 30, 2013 and December 31, 2012.

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 seven separate facilities. 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 15 days, or less, notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $151 million and $94 million at June 30, 2013 and December 31, 2012, 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 proceeds received in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized less than $1 million interest expense in each of the three month periods ended June 30, 2013 and 2012, respectively, and $1 million in the six month periods ended June 30, 2013 and 2012, respectively, relating to our North American securitization program. In addition, we recognized a loss of $1 million in each of the three month periods ended June 30, 2013 and 2012, respectively, and $2 million in each of the six month periods ended June 30, 2013 and 2012, respectively, 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 three percent during both the first half of 2013 and 2012, respectively.

Negotiable Financial Instruments. One of our European subsidiaries receives payment from one of its OE 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 $6 million at both June 30, 2013 and December 31, 2012. No negotiable financial instruments were held by our European subsidiary as of June 30, 2013 and December 31, 2012, respectively.

In certain instances, several of our Chinese subsidiaries receive payment from OE customers and satisfy vendor payments through the receipt and delivery of negotiable financial instruments. Financial instruments used to satisfy vendor payables and

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not redeemed totaled $18 million and $12 million at June 30, 2013 and December 31, 2012, respectively, and were classified as notes payable. Financial instruments received from OE customers and not redeemed totaled $16 million and $8 million at June 30, 2013 and December 31, 2012, respectively. We classify financial instruments received from our OE customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts, net if issued by our customer. We classified $16 million and $8 million in other current assets at June 30, 2013 and December 31, 2012, respectively. Some of our Chinese subsidiaries that issue their own negotiable financial instruments to pay vendors are required to maintain a cash balance if they exceed certain credit limits with the financial institution that guarantees those financial instruments. A restricted cash balance was not required at those Chinese subsidiaries at June 30, 2013 or December 31, 2012.

The negotiable financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are checks drawn by our OE customers and guaranteed by their banks that are payable at a future date. The use of these instruments for payment follows local commercial practice. Because negotiable financial instruments are financial obligations of our customers and 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.

Capital Requirements. We believe that cash flows from operations, combined with our cash on hand 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 including cost reduction plans, 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 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.

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 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 less than $1 million at June 30, 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. The following table summarizes by major currency the notional amounts for our foreign currency forward purchase and sale contracts as of June 30, 2013. All contracts in the following table mature in 2013.

		June 30, 2013
		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
	—Sell	(2	)
British pounds	—Purchase	8
European euro	—Sell	(8	)
South African rand	—Purchase	103
Japanese yen	—Purchase	159
	—Sell	(790	)
U.S. dollars	—Purchase	13
	—Sell	(17	)
Other	—Purchase	1
	—Sell	(2	)

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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 facility 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 five to ten years. On June 30, 2013, we had $734 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 August 2018, and the remainder is fixed from 2015 through 2026. We also have $426 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 June 30, 2013 was about 105 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 $5 million.

Environmental Matters, Litigation and Product Warranties

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations that are 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, and presently enacted laws and regulations 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. Further, 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. All other environmental liabilities are recorded at their undiscounted amounts. 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.

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 June 30, 2013, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At June 30, 2013, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $17 million, of which $5 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our condensed consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.10 percent. The undiscounted value of the estimated remediation costs was $20 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2013, $2 million in 2014, $1 million each year beginning 2015 through 2017 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 to 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 results of operations, financial position or cash flows.

We also from time to time are involved in legal proceedings, claims or investigations. Some of these proceedings allege 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. 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

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these claims, 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, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations or cash flows.

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 2000s 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 condition, results of operations or cash flows.

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:

	Six Months Ended June 30,
	2013			2012
	(Millions)
Beginning Balance January 1,	$	23		$	26
Accruals related to product warranties	6			7
Reductions for payments made	(9		)	(9		)
Ending Balance June 30,	$	20		$	24

In the fourth quarter of 2011, we encountered an issue in our North America OE ride control 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.

Tenneco 401(K) Retirement Savings Plan

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 in cash 100 percent on the first three percent and 50 percent on the next two percent of employee contributions. 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

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recorded expense for these contributions of approximately $11 million for each of the six month periods ended June 30, 2013 and 2012. Matching contributions vest immediately. Defined benefit replacement contributions fully vest on the employee’s third anniversary of employment.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to interest rate risk and foreign currency exchange rate risk, see the caption entitled “Derivative Financial Instruments” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

ITEM 4.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 quarter 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1A.RISK FACTORS

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. There have been no material changes to the Risk Factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) Not applicable.

(c) 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 first quarter of 2013. All of these purchases reflect 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
April 2013	—	$	—	—	550,000
May 2013	96	$	38.60	—	550,000
June 2013	55,979	$	42.91	45,000	505,000
Total	56,075	$	42.91	45,000	505,000

In January 2013, our Board of Directors approved a share repurchase program, authorizing our company to repurchase up to 550,000 shares of the Company's outstanding common stock over a 12 month period. Our share repurchase program is intended to offset dilution from shares of restricted stock and stock options issued in 2013 to employees.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Tenneco Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENNECO INC.
By:	/S/    KENNETH R. TRAMMELL
	Kenneth R. Trammell
	Executive Vice President and Chief Financial Officer

Dated: August 6, 2013

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INDEX TO EXHIBITS

TO

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED JUNE 30, 2013

Exhibit Number		Description
10.1		Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (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, File No. 1-12387).
10.2		Form of Restricted Stock Award Agreement for Employees (incorporated herein by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K dated May 21, 2013, File No. 1-12387).
10.3		Form of Stock Option Award Agreement for Employees (incorporated herein by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K dated May 21, 2013, File No. 1-12387).
10.4		Amendment No. 4 to SLOT Receivables Purchase Agreement, dated May 22, 2013 (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated May 28, 2013, File No. 1-12387).
*10.5	—	Tenneco Inc. Excess Benefit Plan (as Amended and Restated Effective as of January 1, 2013).
*10.6	—	Tenneco Inc. Deferred Compensation Plan (as Amended and Restated Effective as of August 1, 2013).
*10.7	—	Tenneco Inc. Incentive Deferral Plan (as Amended and Restated Effective as of August 1, 2013).
*12	—	Computation of Ratio of Earnings to Fixed Charges.
*15.1	—	Letter of PricewaterhouseCoopers LLP regarding interim financial information.
*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.
*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.

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EX-10.5

EXHIBIT 10.5

TENNECO INC. EXCESS BENEFIT PLAN

(As Amended and Restated Effective as of January 1, 2013)

SECTION 1

GENERAL

1.1.History, Purpose and Effective Date. Tenneco Inc. (“Tenneco”) previously adopted the Tenneco Inc. Excess Benefit Plan (the “Plan”), effective as of January 1, 2007 to provide benefits to eligible employees of Tenneco and the Employers (as defined in subsection 1.2) whose benefits under the Tenneco 401(k) Retirement Savings Plan (known prior to January 1, 2012 as “Tenneco Salaried Employee Stock Ownership Plan”) (the “401(k) Plan”) are limited as the result of certain limitations of the Internal Revenue Code of 1986, as amended (the “Code”), and as a result of the compensation that is taken into account under the 401(k) Plan for contribution purposes. The following provisions constitute an amendment, restatement and continuation of the Plan effective as of January 1, 2013 (the “Effective Date”). The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan is intended to comply with section 409A of the Code and will be interpreted and administered in accordance therewith.

1.2.Employers and Related Companies. Tenneco and any Related Company which, with the consent of Tenneco, adopts the Plan are referred to below collectively as the “Employers” and individually as an “Employer”. The term “Related Company” means any corporation or trade or business during any period that it is, along with Tenneco, a member of a controlled group of trades or businesses within the meaning of sections 414(b) and (c) of the Code. As of the Effective Date, Tenneco Automotive Operating Company will be an Employer under the Plan without any further action of any person.

1.3.Plan Administration. The authority to control and manage the operation and administration of the Plan will be vested in the Tenneco Benefits Committee (the “Administrative Committee”). In controlling and managing the operation and administration of the Plan, the Administrative Committee will have full and discretionary power and authority to conclusively interpret and construe the provisions of the Plan, to determine the amount of benefits and the rights or eligibility of employees or Participants under the Plan and to establish a claims procedure, and will have such other powers and authorities as may be necessary to discharge its duties hereunder. Any interpretation of the Plan and any decision made by the Administrative Committee on any matter within the discretion of the Administrative Committee shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Administrative Committee shall make such adjustment on account thereof as it considers equitable and practicable. The Administrative Committee may delegate such of its ministerial or discretionary duties and functions as it may deem appropriate to any employee or group of employees of any Employer.

1.4.Source of Benefit Payments. Benefits payable under the Plan by any Employer will be paid from the general revenues and assets of such Employer and no Employer will be required to set up a funded reserve or otherwise set aside specific funds for the payment of its obligations under the Plan.

1

None of the individuals entitled to benefits under the Plan will have any claim on, or any beneficial ownership interest in, any assets of any Employer, and any rights of such individuals under the Plan will constitute unsecured contractual rights only.

1.5.Applicable Laws. The Plan will be construed and administered in accordance with the internal laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America.

1.6.Gender and Number. Where the context admits, words in any gender will include any other gender, words in the singular will include the plural and the plural will include the singular.

1.7.Plan Year. The Plan Year shall be the calendar year.

1.8.Supplements. The provisions of the Plan as applied to any Employer, to any group of employees of any Employer may, with the consent of Tenneco, be modified or supplemented from time to time by the adoption of one or more Supplements. Each Supplement shall form a part of the Plan as of the Supplement’s effective date. In the event of any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall govern.

SECTION 2
PARTICIPATION

2.1.Eligibility for Participation. The Compensation/Nominating/Governance Committee of Tenneco (the “CNG Committee”) has determined that those employees of the Employers with a designation of EICP 1 or higher (other than any such employee who is specifically excluded from participation by the CNG Committee) shall be eligible to participate in the Plan (each an “Eligible Employee”). Once an individual has been designated as an Eligible Employee, he shall remain as an Eligible Employee as long as he continues to be employed by the Employers or, if earlier, the first day of the first Plan Year following the date as of which he is no longer designated EICP 1 or higher.

2.2.Effective Date of Participation; Reemployment. Each person who is an Eligible Employee as of the first day of a Plan Year shall become a “Participant” in the Plan as of the first day of the Plan Year. If a person becomes an Eligible Employee after the first day of a Plan Year, he shall become a “Participant” in the Plan as of the first day on which he is an Eligible Employee. Once an individual becomes a Participant in the Plan for a Plan Year, he shall remain a Participant for the entire Plan Year (or portion thereof); provided, however, that an individual’s participation in the Plan for a Plan Year shall end as of his Termination Date (as defined in Section 5.1(a)). Notwithstanding the foregoing, if a Participant’s Termination Date occurs during a Plan Year and he is employed or reemployed by an Employer or Related Company prior to the last day of the Plan Year, he shall immediately become a Participant upon his reemployment.

2.3.Restricted Participation. During any period that a Participant continues in the employ of an Employer or a Related Company but is not an Eligible Employee and during any period for which no Employer Deferred Contributions (as defined in Section 3.2) are made with respect to the Participant, the Participant, or in the event of his death, his beneficiary, will be considered and treated as a Participant for all purposes of the Plan except for purposes of Section 3.

2.4.Plan Not Contract of Employment. The Plan does not constitute a contract of employment or continued service, and nothing in the Plan will give any Participant the right to be retained in the

2

employ of any Employer, nor any right or claim to any benefit under the Plan, except to the extent specifically provided under the terms of the Plan.

SECTION 3
ACCOUNTS AND CONTRIBUTIONS

3.1.Participant Accounts. The Administrative Committee shall maintain a bookkeeping “Account” in the name of each Participant to reflect such Participant’s interest under the Plan.

3.2.Contributions.

(a) Participant Contributions. Participants are not required or permitted to make any contributions under the Plan.

(b) Employer Bonus Contributions. Each Employer shall make contributions to the Plan for each Plan Year (“Employer Bonus Contributions”) on behalf of each of its employees who is a Participant for such Plan Year who was paid a bonus (or who would have been paid a bonus but for a deferral election related to such bonus) under, or calculated and paid substantially in accordance with the terms of, the Tenneco Automotive Value Added (TAVA) Plan (the “Bonus”) from the Employer for such Plan Year. The amount of the Employer Bonus Contribution made by an Employer for any Plan Year on behalf of any Participant shall be equal to (i) the Company Retirement Contribution percentage that applies to such Participant for such Plan Year under the 401(k) Plan (determined as of the first day of the Plan Year without regard to any changes in such percentage during the Plan Year), multiplied by (ii) the Bonus. Employer Bonus Contributions shall be credited to the applicable Participants’ Accounts in accordance with subsection 4.1.

(c) Employer Retirement Contributions. Each Employer shall make contributions to the Plan for each Plan Year (“Employer Retirement Contributions”) on behalf of each of its employees who is a Participant in the Plan for such Plan Year and whose Company Retirement Contributions under the 401(k) Plan for such Plan Year are limited for such Plan Year by the limitations of section 401(a)(17) of the Code. The amount of Employer Retirement Contribution made by any Employer for any Plan Year on behalf of any Participant shall be equal to (i) the Company Retirement Contribution percentage that applies to such Participant for such Plan Year under the 401(k) Plan (determined as of the first day of the Plan Year without regard to any changes in such percentage during the Plan Year), multiplied by (ii) the Participant’s Compensation (as defined in the 401(k) Plan, but without regard to the limitations of section 401(a)(17) of the Code)) for such Plan Year in excess of the limitations of section 401(a)(17) of the Code for such Plan Year. Employer Retirement Contributions shall be credited to the applicable Participants’ Accounts in accordance with subsection 4.1.

(d) Employer Matching Contributions. Each Employer shall make contributions to the Plan for each Plan Year (“Employer Matching Contributions”) on behalf of each of its employees who is a Participant in the Plan for such Plan Year, who has made the maximum permitted salary deferrals to the 401(k) Plan for such Plan Year, who is employed by the Employer on the last day of the Plan Year and whose Matching Company Contributions under the 401(k) Plan for such Plan Year are limited for such Plan Year by the limitations of section 401(a)(17) of the Code. The amount of Employer Matching Contribution made by any Employer

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for any Plan Year on behalf of any Participant shall be equal to the difference (but not less than zero) between (i) the maximum Matching Company Contributions that could have been made on behalf of the Participant under the 401(k) Plan for that year had the limitations of section 401(a)(17) of the Code had not applied minus (ii) the maximum Matching Company Contributions that could have been made on behalf of the Participant under the 401(k) Plan for that year taking into account the limitations of section 401(a)(17) of the Code. Employer Matching Contributions shall be credited to the applicable Participants’ Accounts in accordance with subsection 4.1.

Employer Bonus Contributions, Employer Retirement Contributions and Employer Matching Contributions are sometimes collectively referred to herein as “Employer Deferred Contributions”.

SECTION 4
PLAN ACCOUNTING

4.1.Adjustment of Accounts. Each Participant’s Account shall be adjusted in accordance with this Section 4, in a uniform, nondiscriminatory manner, as of each business day on which the New York Stock Exchange is open for business (each an “Accounting Date”). As of each Accounting Date, the balance of each Participant’s Account shall be adjusted as follows:

(a) first, charge to the Account balance the amount of any distributions under the Plan with respect to that Account that have not previously been charged;

(b) next, credit to the Account balance the amount of Employer Deferred Contributions made on behalf of the Participant in accordance with Section 3 since the preceding Accounting Date; and

(c) finally, adjust the Account balance for the applicable investment return in accordance with subsection 4.2.

4.2.Investment Return. The following shall apply with respect to amounts credited to a Participant’s Account:

(a) Amounts credited to a Participant’s Account in accordance with subsection 4.1 shall be adjusted as of each Accounting Date to reflect the value of an investment equal to the Participant’s Account balance in one or more assumed investments that the Administrative Committee offers from time to time and communicated to Participants (the “Investment Funds”), and which the Participant directs the Administrative Committee to use for purposes of adjusting his Account. Such amount shall be determined without regard to taxes that would be payable with respect to any such Investment Fund, but will be adjusted for any investment management or similar fee that is customarily paid with respect to the Investment Fund.

(b) To the extent permitted by the Administrative Committee, the Participant may elect to have different portions of his Account balance for any period adjusted on the basis of different Investment Funds and any election by a Participant with respect to an Investment Fund shall be subject to such rules and regulations established from time to time by the Administrative Committee.

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(c) Notwithstanding the election by Participants of certain investments in specified Investment Funds and the adjustment of their Accounts based on such investment elections, the Plan does not require, and no trust or other instrument that may be maintained in connection with the Plan shall require, that any assets or amounts which are set aside in trust or otherwise for the purpose of paying Plan benefits shall actually be invested in the investment alternatives selected by Participants.

(d) Any change in the Participant’s investment direction shall be made in accordance with rules established by the Administrative Committee, shall apply prospectively only and shall be implemented as soon as practicable after the direction is received by the Administrative Committee.

The Administrative Committee may eliminate any Investment Fund at any time; provided, however, that the Administrative Committee may not retroactively eliminate any Investment Fund.

4.3.No Actual Investment. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Investment Funds are to be used for measurement purposes only and Participants’ election of any such Investment Fund, the allocation of amounts to Participants’ Accounts, the calculation of any additional amounts and the crediting or debiting of amounts to Participants’ Accounts shall not be considered or construed in any manner as an actual investment of Participants’ Accounts in any investment alternative. In the event that Tenneco or any other Employer, in its own discretion, decides to invest funds in any or all of the investment funds which correspond to the Investment Funds under the Plan, no Participant shall have any rights in or to such actual investments themselves. Without limiting the generality of the foregoing, a Participant’s Account balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his behalf by the Employers and the Participant shall at all times remain an unsecured creditor of the Employers.

4.4.Statement of Plan Account. The Administrative Committee will cause to be delivered to each Plan Participant a statement of the balances of his Account as required by law.

SECTION 5
PAYMENT OF PLAN BENEFITS

5.1.Certain Definitions. For purposes of the Plan:

(a) A Participant’s “Termination Date” shall mean the date on which his employment with the Employers and Related Companies terminates for any reason. Whether a Participant has had a termination of employment shall be interpreted and administered in all respects in accordance with section 409A of the Code and applicable regulations issued thereunder.

(b) A Participant’s Years of Service shall be equal to the number of Years of Service credited to him under the 401(k) Plan for purposes of vesting; provided, however, that if a Participant is not a participant in the 401(k) Plan, his Years of Service shall be determined in accordance with the foregoing, as if he were a participant in the 401(k) Plan.

5.2.Vesting. A Participant shall become vested in his Employer Deferred Contributions, and income, loses, appreciation and depreciation attributable thereto, when he completes three Years of Service. If a Participant’s Termination Date occurs prior to the date on which he completes three Years of

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Service, he shall forfeit the balance in his Account and he shall have no further rights to any portion of such balance.

5.3.Time and Form of Payment. The vested balance of a Participant’s Account shall be distributed in a lump sum cash payment within 30 days following his Termination Date. Notwithstanding the foregoing or any other provision of the Plan to the contrary, if the Participant is a specified employee (within the meaning of section 409A of the Code) on his Termination Date, the amount credited to his Account under the Plan shall be paid in a lump sum cash payment on the first business day of the seventh month following his Termination Date.

5.4.Withholding for Tax Liability. Any Employer may withhold or cause to be withheld from any Employer Deferred Contributions or any other amounts otherwise due to the Participant or any payment of benefits made pursuant to the Plan any taxes required to be withheld and such sum as the Employer may reasonably estimate to be necessary to cover any taxes for which the Employer may be liable and which may be assessed with regard to such deferrals or payments under the Plan.

5.5.Beneficiary Designation. A Participant may, from time to time, designate in writing any legal or natural person or persons (who may be designated contingently or successively) to whom payments are to be made if the Participant dies before receiving payment of his entire Account balance. A beneficiary designation form will be effective only after it is filed in writing with the Administrative Committee while the Participant is alive and will cancel all beneficiary designation forms filed earlier.

5.6.Payment to Persons Under Legal Disability. In the event that any amount will be payable under this Plan to a Participant under legal or other disability who, in the opinion of the Administrative Committee, is unable to administer such payments, the payments will be made to the legal conservator of the estate of such Participant or, if no such legal conservator will have been appointed, then to any individual (for the benefit of such Participant) whom the Administrative Committee may from time to time approve.

5.7.Benefits May Not Be Assigned or Alienated. Benefits payable to Participants or beneficiaries under this Plan may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subject to attachment, garnishment, levy, execution or other legal or equitable process.

5.8.Special Section 409A Provisions. It is intended that the Plan comply with the provisions of Section 409A of the Code and all provisions of the Plan shall be construed and interpreted in accordance with the requirements of Section 409A of the Code and applicable guidance thereunder.

SECTION 6

AMENDMENT AND TERMINATION

Tenneco reserves the right to amend or terminate the Plan by action of the CNG Committee, or the committee or person to which it delegates such authority, and each Employer reserves the right to terminate the Plan, as applied to it; provided, however, that no such amendment or termination of the Plan will reduce the amount credited to any Participant as of the date of such amendment or termination.

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EX-10.6

EXHIBIT 10.6

TENNECO INC. DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective as of August 1, 2013)

1. Purpose

The purpose of the Plan is to provide to directors and a select group of management or highly compensated employees of Tenneco Inc. (sometimes referred to as Tenneco) and its subsidiaries and affiliates (hereinafter collectively referred to as the “Company”) an opportunity to defer compensation received by them from the Company in accordance with the terms and conditions set forth herein. Effective as of December 31, 2004, all deferrals under the Plan were frozen and no new individuals were thereafter eligible to participate in the Plan and no deferrals were thereafter made under the Plan. The following provisions constitute an amendment, restatement and continuation of the Plan effective as of August 1, 2013 (the “Effective Date”). The Plan is intended to be grandfathered for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Adoption and Administration

The Plan shall be administered by the Compensation / Nominating / Governance Committee of the Board of Directors of the Company (the “Committee”). The Committee shall have the sole and complete authority and discretion to interpret the terms and provisions of the Plan and to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of the Plan, and to determine facts under the Plan as it shall from time to time deem advisable.

3. Eligibility

Directors and U.S. paid participants in the Company’s Executive Incentive Compensation Plan shall be eligible to participate in the Plan. Any person who had an account balance in the Tenneco Inc. Deferred Compensation Plan (or the Deferred Compensation Plan for Directors of Tenneco Inc.) as of the date (the “Distribution Date”) on which the stock of Tenneco Packaging Inc. was distributed to the shareholders of the Company and whose account balance was allocated to the Company under the Human Resources Agreement between the Company and Tenneco Packaging, Inc, (the “Agreement”) shall participate in this Plan.

Persons eligible to participate in the Plan shall be referred to as “Participant” or “Participants” as the case may be.

4. Election to Defer

(a) A Participant may elect in writing to defer receipt of all or a specified portion of his or her bonuses or incentive compensation to be received during a calendar year (“Deferral Election”); provided, however, that any election by a Participant who is subject to the reporting and short swing profits liability provisions of Section 16 of the Securities and Exchange Act of 1934, as amended, including an election relating to the form of distribution or to defer income into a “Tenneco stock index account” pursuant to Section 6 of the Plan, shall not be effective until such election and the transactions contemplated

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thereby shall have been specifically approved by the Committee to the extent such approval is required to avoid liability under Section 16 of the Securities and Exchange Act of 1934 and the regulations thereunder. Amounts deferred under the Plan shall be referred to as the “Deferred Amounts.” Once received by the Committee, a Deferral Election cannot be revoked.

(b) Prior to the freezing of the Plan effective as of December 31, 2004, Directors who were not employees of the Company (hereinafter referred to as “Outside Directors”) received as part of their compensation for service on the Company’s Board of Directors a portion of their annual retainer fee in the form of credits deferred subject to the terms of this Plan in the Tenneco stock index account with stock settlement. As of the Effective Date, Participants who received credits to the Tenneco stock index account as an Outside Director may change the investment election pursuant to Section 6.

(c) Except asprovided in this Section 4(c), a Deferral Election must be made prior to September 30 of the calendar year in which the bonus, incentive compensation or retainer fee will be awarded. A Participant must make a separate Deferral Election with respect to each calendar year of participation in the Plan. A new Participant in the Plan shall have 30 days following his or her notification by the Committee of his or her eligibility to participate in the Plan to make a Deferral Election with respect to bonus or incentive compensation to be awarded within that calendar year.

(d) As specified by the Participant in a Deferral Election, the period of deferral shall be until the Participant dies, terminates employment or service with the Company, or until a specific date selected by the Participant in the Deferral Election.

5. Establishment of Deferred Compensation Account

At the time of a Participant’s initial Deferral Election, the Company shall establish a memorandum account (a “Deferred Compensation Account”) for such Participant on its books. The Deferred Amount shall be credited to the Participant’s Deferred Compensation Account as of the day on which the Participant would otherwise be entitled to receive the bonus or incentive compensation. Any required withholding for taxes (e.g. Social Security taxes) on the Deferred Amount shall be made from other compensation of the Participant. Adjustments as provided below, shall be made to the Participant’s Deferred Compensation Account.

6. Adjustments to Deferred Amounts

The Committee shall credit the balance of the Participant’s Deferred Compensation Account with an earnings factor. The earnings factor will equal the amount the Participant’s Deferred Compensation Account would have earned if it had been invested in the investment options listed below. Each Participant, including for periods after the Effective Date, a Participant who received credits to the Tenneco stock index account as an Outside Director, is permitted to select the investment option used to determine the earnings factor and may change the selection at any time. The Participant may choose more than one investment option in increments of at least one (1) percent. The Company reserves the right to change or amend any of the investment options at any time.

The investment options used to determine the earnings factor are:

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(a) The prime rate of interest as reported by JP Morgan Chase Bank at the first day of each calendar month.

(b) Tenneco stock index account — the amount of deferral will be invested in the Tenneco stock equivalent unit account. Any investment in this account will be measured solely by the performance of the Company’s common stock (including dividends that will be reinvested). Amounts credited to this account will be settled either in cash or, if the Company so elects, shares of the Company's common stock and will be offered under the Company's principle equity incentive plan then in effect.

(c) The return under certain investment funds chosen by the Company from time to time in its sole discretion, which shall be communicated to the Participants.

The Company is under no obligation to acquire or provide any of the investments designated by a Participant, and any investments actually made by the Company will be made solely in its name and will remain its property.

The crediting of an earnings factor shall occur so long as there is a balance in the Participant’s Deferred Compensation Account regardless of whether the Participant has terminated employment.

7. Payment of Deferred Amounts

(a) Except as otherwise provided in subsection (b) below, a Participant’s Deferred Amount shall be paid, or commence to be paid, to the Participant, or the Participant’s beneficiary, as soon as practicable after:

(i)    the Participant’s death,

(ii)    the termination of the Participant’s employment or service as a director, or

(iii) the date specified in the applicable Deferral Election made by the Participant.

In the event of the Participant’s death, payment of the balance in the Participant’s Deferred Compensation Account shall be made, either (i) in a lump sum or (ii) in a number of annual installments, not to exceed five, as soon as administratively feasible to the Participant’s designated beneficiary, or if none, to the Participant’s estate.

(b) The Participant may elect to receive payment of the balance of his or her Deferred Compensation Account either (i) in a lump sum upon termination or (ii) in a single payment at a specified date prior to termination or (iii) in a number of post termination annual installments, not to exceed five, as the Participant shall elect The distribution election must be made at least one year before the Deferred Amount is payable and must be approved by the Committee. If no election is made, a lump sum payment will be made upon the Participant’s termination.

8. Participant Reports

The Committee shall provide a statement to the Participant quarterly concerning the status of his or her Deferred Compensation Account.

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9. Transferability of Interests

During the period of deferral, all Deferred Amounts shall be considered as general assets of the Company for use as it deems necessary and shall be subject to the claims of its creditors.

The rights and interests of a Participant during the period of deferral shall be those of a general unsecured creditor except that such Participant’s rights and interests may not be reached by the creditors of the Participant or the Participant’s beneficiary, or anticipated, assigned, pledged, transferred or otherwise encumbered except in the event of the death of the Participant, and then only by will or the laws of descent and distribution.

10. Amendment, Suspension and Termination

The Company, at any time, may amend, suspend or terminate the Plan or any portion thereof in such manner and to such extent as it may deem advisable and in its best interests. No amendment, suspension or termination shall reduce the amount then credited to a Participant’s Deferred Compensation Account (other than future adjustments pursuant to Section 6).

11. Unfunded Obligation

The Plan shall not be funded; no trust, escrow or other provisions shall be established to secure payments due under the Plan; and the Plan shall be regarded as unfunded for purposes of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code. Each Participant shall be treated as a general, unsecured creditor at all times under the Plan, and shall have no rights to any specific assets of the Company. All amounts credited to the memorandum accounts of the Participants will remain general assets of the Company and shall be payable solely from the general assets of the Company.

12. No Right to Employment or Other Benefits

Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the Company. Any compensation deferred and any payments made under this Plan shall not be included in creditable compensation in computing benefits under any employee benefit plan of the Company except to the extent expressly provided therein.

13. Dispute Resolution

By participating in the Plan, each Participant agrees that any dispute arising under the Plan shall beresolved by binding arbitration in Lake Forest, Illinois under the rules of the American Arbitration Association and that there will be no remedy besides the disputed deferred compensation amount in issue.

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EX-10.7

EXHIBIT 10.7

TENNECO INC. INCENTIVE DEFERRAL PLAN

(As Amended and Restated Effective as of August 1, 2013)

1. Purpose

Tenneco Inc., formerly known as Tenneco Automotive Inc. (“Tenneco”) previously adopted the Tenneco Automotive Inc. Incentive Deferral Plan, effective January 1, 2005 (the “Plan”). The Plan was amended and restated effective as of January 1, 2008 and, at that time, was renamed the “Tenneco Inc. Incentive Deferral Plan” The following provisions constitute an amendment, restatement and continuation of the Plan effective as of August 1, 2013. The purpose of the Plan is to provide directors and a select group of management or highly compensated employees of the Company and its subsidiaries and affiliates (hereinafter collectively referred to as the “Company”) an opportunity to defer compensation received by them from the Company in accordance with the terms and conditions set forth herein. The Plan is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted and administered in accordance therewith.

2. Adoption and Administration

The Plan shall be administered by the Compensation/Nominating/Governance Committee of the Board of Directors of the Company (the “Committee”). The Committee shall have the sole and complete authority and discretion to interpret the terms and provisions of the Plan and to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of the Plan, and to determine facts under the Plan as it shall from time to time deem advisable.

3. Eligibility

Directors and executive incentive level U.S. participants in the Company’s Value Added (“TAVA”) Incentive Compensation Plan shall be eligible to participate in the Plan. Further, any person who had an account balance in the Tenneco Inc. Deferred Compensation Plan may participate in this Plan.

Employees eligible to participate in the Plan shall be referred to as “Participant” or “Participants.” All Outside Directors (as defined in Section 5 below) shall be eligible to participate in the Plan.

4. Elections to Defer--Participants

A Participant may elect in writing to defer receipt of all or a specified portion of his or her bonuses or incentive compensation to be received with respect to a calendar year (“Deferral Election”), provided that the bonuses or incentive compensation, as applicable, are contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Once received by the Committee, a Deferral Election shall be irrevocable for the year to which it relates and will remain in effect for subsequent calendar years unless and until modified

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by the Participant for a subsequent calendar year in accordance with the terms of the Plan and in accordance with rules and procedures established by the Committee.

A Deferral Election must be made prior to June 30 of the calendar year in which the bonuses or incentive compensation will be awarded (but only to the extent the bonuses or incentive compensation qualify as performance-based compensation under Code Section 409A). A new Participant in the Plan shall have 30 days following the date on which he or she first becomes a Participant to make a Deferral Election with respect to bonuses or incentive compensation to be awarded within that calendar year. Where the Deferral Election is made in the first year of eligibility but after the beginning of the performance period for the bonus or incentive compensation, as applicable, the Deferral Election (which shall be irrevocable when made) shall apply to no more than an amount equal to the total amount of the bonus or incentive compensation, as applicable, for the performance period, multiplied by the ratio of the number of days remaining in the performance period after the Deferral Election is made over the total number of days in the performance period. Bonuses or incentive compensation deferred under the Plan shall be referred to as the “Deferred Amounts”.

Each Deferral Election shall indicate whether the bonus or incentive compensation, as applicable, credited to the Participant’s Deferred Compensation Account (described in Section 6 below) for a given calendar year shall be distributed to the Participant as a specified in-service distribution or as a distribution upon termination of employment with the Company as described in Section 8(a), provided that the same distribution date shall be selected for all Deferred Amounts deferred for a given calendar year. If the Participant does not indicate in the Participant’s Deferral Election that his or her Deferred Amounts deferred for a given calendar year are to be distributed as a specified date in-service distribution, or if the Participant terminates employment with the Company prior to the date of his or her specified date in-service distribution, such Deferred Amounts shall be distributed to the Participant upon his or her termination of employment with the Company as described in Section 8(a).

5. Elections to Defer--Outside Directors

Directors who are not employees of the Company or its subsidiaries (“Outside Directors”) may elect in writing (a “Director Deferral Election”) to defer all or a specified portion of his or her annual retainer fee or any other applicable fees (collectively, “Discretionary Deferred Fees”) payable in cash with respect to a calendar year, subject to the terms of this Plan. A Director Deferral Election must be made prior to December 31 of the calendar year preceding the calendar year to which the Director Deferral Election will apply (or such earlier date specified by the Committee) and shall be irrevocable as of such December 31. An Outside Director’s Director Deferral Election will remain in effect for subsequent calendar years unless and until modified by the Outside Director for a subsequent calendar year in accordance with the terms of the Plan and in accordance with rules and procedures established by the Committee.

A newly appointed or elected Outside Director shall have 30 days following his or her initial appointment or election as a director to make a Director Deferral Election with respect to his or her Discretionary Deferred Fees for services to be performed after the election and during the remainder of the calendar year of his or her initial appointment or election and any Director Deferral Election filed in accordance with this sentence shall be irrevocable when filed with the Company.

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All amounts credited to an Outside Director’s Deferred Compensation Account (described in Section 6 below) shall be distributed to the Outside Director upon his or her separation from service with the Company as described in Section 8(b).

6. Establishment of Deferred Compensation Account

The Company shall establish a memorandum account (a “Deferred Compensation Account”) on its books for a Participant at the time of the Participant’s Deferred Election and for an Outside Director at the time of the Outside Director’s Director Deferral Election; provided, however, that any Deferred Compensation Accounts established under the Plan prior to January 1, 2011 shall continue to be maintained from and after January 1, 2011 in accordance with the terms and conditions of the Plan. Deferrals under Section 4 and Section 5 shall be credited to the Deferred Compensation Account of the respective Participant or Outside Director for a given calendar year as of the day on which he or she would otherwise be entitled to receive the compensation. Any required withholding for taxes (e.g., Social Security taxes) on the Deferred Amount shall be made from other compensation of the Participant. Adjustments as provided below shall be made to the Deferred Compensation Accounts.

7. Adjustments to Deferred Compensation Accounts

The Committee shall credit the balance of each Deferred Compensation Account with an earnings factor equal to the amount such Deferred Compensation Account would have earned if it had been invested in the investment options listed below. A Participant or Outside Director may select the investment option used to determine the earnings factor with respect to his or her Deferred Compensation Account and may change the selection at any time. More than one investment option may be selected in increments of at least one (1) percent. The Company reserves the right, in its sole discretion, to change, amend, add or remove investment options at any time and in any manner it deems appropriate without the consent of the Participants or Outside Directors. If a Participant or Outside Director has not selected an investment option with respect to his or her Deferred Compensation Account, the Deferred Compensation Account shall be adjusted based on the earnings factor described in clause (a) below. The investment options used to determine the earnings factor are:

(a) The prime rate of interest as reported by JPMorgan Chase Bank at the first day of each calendar month.

(b) Tenneco stock index account — the amount of deferral will be invested in the Tenneco stock equivalent unit account. Any investment in this account will be measured solely by the performance of the Company’s common stock (including dividends that will be reinvested). Amounts credited to this account will be settled either in cash or, if the Company so elects, shares of the Company’s common stock and will be offered under the Company’s principal equity incentive plan then in effect.

(c) The return under certain investment funds chosen by the Company from time to time in its sole discretion, which shall be communicated to the Participants and Outside Directors.

The Company is under no obligation to acquire or provide any of the investments designated by a Participant or Outside Director, and any investments actually made by the Company will be made solely in its name and will remain its property.

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The crediting of an earnings factor shall occur so long as there is a balance in the Participant’s or Outside Director’s Deferred Compensation Account regardless of whether the Participant or Outside Director has separated from service.

8. Time and Form of Payment

(a)    Subject to subsection (c) below, a Participant’s Deferred Amount, if any,

as adjusted pursuant to Section 7, shall be paid in a single lump sum payment to the Participant, or the Participant’s beneficiary, within 60 days after the earlier to occur of:

(i)    the termination of the Participant’s employment, or

(i) the date specified for in-service distribution in the applicable Deferral Election made by the Participant, if any.

(b) An Outside Director’s Deferred Compensation Account, as adjusted pursuant to Section 7, shall be settled within 60 days after the Outside Director’s separation from service with the Company. For purposes of the Plan, the term “separation from service” shall mean a “separation from service” under Code Section 409A.

(c) Notwithstanding Section 8(a), with respect to any Participant who is a “specified employee” under Code Section 409A, payment of such Participant’s Deferred Amount upon a termination of employment shall be delayed until the earlier to occur of the Participant’s death or the date that is six months and one day following the Participant’s termination of employment. For purposes of the Plan, the terms “terminated employment,” “termination of employment,” “separation from service,” and variations thereof, as used in the Plan, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.

(d) A Participant may elect (a “Distribution Change Election”) to delay the specified date in-service distribution of all or a portion of any Deferred Amount credited to such Participant’s Deferred Compensation Account for a given calendar year to a subsequent time, provided that the Distribution Change Election is filed with the Company at least 12 months before the date the in-service payment is otherwise scheduled to be paid. A Distribution Change Election that is filed in accordance with the preceding sentence shall not be effective until at least 12 months after it is filed with the Committee and shall defer payment of such Deferred Amount for at least five years from the date payment would otherwise have been made (but no later than the Participant’s termination of employment, except as otherwise provided in subsection (c) above). A Participant’s Distribution Change Election shall be irrevocable when filed with the Committee. A Participant may not make more than one Distribution Change Election with respect to any Deferred Amount credited to such Participant’s Deferred Compensation Account for a given calendar year.

9. Reports

The Committee shall provide a statement to the Participant and Outside Director quarterly concerning the status of his or her Deferred Compensation Account.

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10. Transferability of Interests

During the period of deferral, all amounts credited to a Participant’s Deferred Compensation Account, as adjusted pursuant to Section 7, shall be considered as general assets of the Company for use as it deems necessary and shall be subject to the claims of its creditors. The rights and interests of each Participant and Outside Director during the period of deferral shall be those of a general unsecured creditor except that such Participant’s or Outside Director’s rights and interests may not be reached by the creditors of the Participant or Outside Director or their beneficiaries, respectively, or anticipated, assigned, pledged, transferred or otherwise encumbered except in the event of the death of the Participant or Outside Director, and then only by will or the laws of descent and distribution.

11. Amendment, Suspension and Termination

The Company, at any time, through action of the Committee, may amend, suspend or terminate the Plan or any portion thereof in such manner and to such extent as it may deem advisable and in its best interests. No amendment, suspension or termination shall reduce the amount then credited to the Participant’s Deferred Compensation Account (other than as a result of future adjustments pursuant to Section 7).

12. Unfunded Obligation

The Plan shall not be funded; no trust, escrow or other provisions shall be established to secure payments due under the Plan; and the Plan shall be regarded as unfunded for purposes of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code. Each Participant and Outside Director shall be treated as a general, unsecured creditor at all times under the Plan, and shall have no rights to any specific assets of the Company. All amounts credited to the memorandum accounts of the Participants and Outside Directors will remain general assets of the Company and shall be payable solely from the general assets of the Company.

13. No Right to Employment or Other Benefits

Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the Company. Any compensation deferred and any payments made under this Plan shall not be included in creditable compensation in computing benefits under anyemployee benefit plan of the Company except to the extent expressly provided therein.

14. Dispute Resolution

By participating in the Plan, each Participant and Outside Director agrees that any dispute arising under the Plan shall be resolved by binding arbitration in Lake Forest, Illinois under the rules of the American Arbitration Association and that there will be no remedy besides the disputed deferred compensation amount in issue.

15. Code Section 409A

(a) Except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder, the time or schedule of any payment or amount scheduled to be paid pursuant to the Plan may not be accelerated.

5

(b) The Plan and the benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company and the Committee intend to administer the Plan so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Plan will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Participant or Outside Director (or any other individual claiming a benefit through a Participant or Outside Director) for any tax, interest, or penalties the Participant or Outside Director may owe as a result of participation in the Plan, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect any Participant or Outside Director from the obligation to pay any taxes pursuant to Code Section 409A.

6

EX-12

EXHIBIT 12

TENNECO INC. AND CONSOLIDATED SUBSIDIARIES

COMBINED WITH 50% OR LESS OWNED UNCONSOLIDATED SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

	Six Months Ended June 30,
	2013		2012
	(Millions)
Net income attributable to Tenneco Inc.	$	117	$	117
Add:
Interest expense	39		63
Portion of rental representative of the interest factor	10		9
Income tax expense	59		39
Noncontrolling interests	18		14
Amortization of interest capitalized	2		2
Undistributed (earnings) losses of affiliated companies in which less
than a 50% voting interest is owned	—		1
Earnings as defined	$	245	$	245
Interest expense	39		63
Interest capitalized	2		2
Portion of rentals representative of the interest factor	10		9
Fixed charges as defined	$	51	$	74
Ratio of earnings to fixed charges	4.80		3.31

EX-15.1

EXHIBIT 15.1

August 6, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated August 6, 2013 on our review of interim financial information of Tenneco, Inc. for the three and six month periods ended June 30, 2013 and 2012 and included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2013 is incorporated by reference in its Registration Statements on Form S-8 (Nos. 333-17485, 333-41535, 333-33934, 333-101973, 333-113705, 333-142475, 333-159358), and on Form S-3 (333-159305).

Very truly yours,

/s/PricewaterhouseCoopers LLP

Milwaukee, WI

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 quarterly report on Form 10-Q 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: August 6, 2013

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 quarterly report on Form 10-Q 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: August 6, 2013

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 Quarterly Report on Form 10-Q of Tenneco Inc. (the “Company”) for the period ended June 30, 2013, 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
	Chief Executive Officer
/s/	KENNETH R. TRAMMELL
	Kenneth R. Trammell
	Chief Financial Officer

Dated: August 6, 2013

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.

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Pension Plans, Postretirement and Other Employee Benefits

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Pension Plans, Postretirement and Other Employee Benefits

Pension Plans, Postretirement and Other Employee Benefits

Net periodic pension costs and postretirement benefit costs consist of the following components:

	Three Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	3		$	—		$	2		$	—		$	—
Interest cost	4			4			5			5			2			1
Expected return on plan assets	(6		)	(5		)	(6		)	(6		)	—			—
Net amortization:
Actuarial loss	3			3			2			2			1			2
Prior service cost (credit)	—			1			—			1			(2		)	(2		)
Net pension and postretirement costs	$	2		$	6		$	1		$	4		$	1		$	1

	Six Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	5		$	—		$	4		$	—		$	—
Interest cost	9			8			10			9			3			3
Expected return on plan assets	(11		)	(10		)	(11		)	(11		)	—			—
Net amortization:
Actuarial loss	5			6			4			4			2			3
Prior service cost (credit)	—			1			—			1			(3		)	(3		)
Net pension and postretirement costs	$	4		$	10		$	3		$	7		$	2		$	3

For the six months ended June 30, 2013, we made pension contributions of $12 million and $15 million for our domestic and foreign pension plans, respectively. Based on current actuarial estimates, we believe we will be required to contribute approximately $32 million for the remainder of 2013. Pension contributions beyond 2013 will be required, but those amounts will vary based upon many factors including, for example, the performance of our pension fund investments during 2013.

We made postretirement contributions of approximately $4 million during the first six months of 2013. Based on current actuarial estimates, we believe we will be required to contribute approximately $5 million for the remainder of 2013.

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.

Amounts recognized for pension and postretirement benefits in other comprehensive income for the three and six month periods ended June 30, 2013 and 2012 include the following components:

	Three Months Ended June 30,
	2013								2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(1	)	$	—	$	(1	)	$	(1	)	$	—	$	(1	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	7			—		7			6			—		6
Other comprehensive income – pension benefits	$	6		$	—	$	6		$	5		$	—	$	5

	Six Months Ended June 30,
	2013									2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(2	)	$	—		$	(2	)	$	(2	)	$	—		$	(2	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	13			(1		)	12			11			(1		)	10
Other comprehensive income – pension benefits	$	11		$	(1	)	$	10		$	9		$	(1	)	$	8

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”). The Retirement Savings Plan has been designed to adopt a Safe-Harbor approach approved by the Internal Revenue Service and which will provide for increased company matching contributions at lower percentages of employee deferrals. The company matching contribution has changed from 50 percent on the first eight percent of employee contributions to 100 percent on the first three percent and 50 percent on the next two percent of employee contributions effective January 1, 2012.

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Amounts Recognized for Pension and Postretirement Benefits in Other Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Amortization of prior service cost included in net periodic pension and postretirement cost, Before-tax amount	$ (1)	$ (1)	$ (2)	$ (2)
Amortization of actuarial loss included in net periodic pension and postretirement cost, Before-tax amount	7	6	13	11
Other comprehensive income - pension benefits, Before-tax amount	6	5	11	9
Amortization of prior service cost included in net periodic pension and postretirement cost, Tax Benefit	0	0	0	0
Amortization of actuarial loss included in net periodic pension and postretirement cost, Tax Benefit	0	0	(1)	(1)
Other comprehensive - pension benefits, Tax Benefit	0	0	(1)	(1)
Amortization of prior service cost included in net periodic pension and postretirement cost, Net-of-tax Amount	(1)	(1)	(2)	(2)
Amortization of actuarial loss included in net periodic pension and postretirement cost, Net-of-tax Amount	7	6	12	10
Other comprehensive income - pension benefits, Net-of-tax Amount	$ 6	$ 5	$ 10	$ 8

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	$ 74	$ 95	$ 135	$ 131
Translation of foreign currency statements	(24)	(42)	(50)	(17)
Additional Liability for Pension and Postretirement Benefits, net of tax	6	5	10	8
Other Comprehensive Income (Loss)	(18)	(37)	(40)	(9)
Comprehensive Income	56	58	95	122
Cumulative Translation Adjustment
Balance April 1	(45)	(1)	(19)	(26)
Translation of foreign currency statements	(24)	(42)	(50)	(17)
Balance June 30	(69)	(43)	(69)	(43)
Additional Liability for Pension and Postretirement Benefits
Balance April 1	(380)	(349)	(384)	(352)
Additional Liability for Pension and Postretirement Benefits, net of tax	6	5	10	8
Balance June 30	(374)	(344)	(374)	(344)
Balance June 30	(443)	(387)	(443)	(387)
Tenneco Inc.
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	63	87	117	117
Translation of foreign currency statements	(24)	(43)	(50)	(17)
Additional Liability for Pension and Postretirement Benefits, net of tax	6	5	10	8
Other Comprehensive Income (Loss)	(18)	(38)	(40)	(9)
Comprehensive Income	45	49	77	108
Cumulative Translation Adjustment
Balance April 1	(50)	(4)	(24)	(30)
Translation of foreign currency statements	(24)	(43)	(50)	(17)
Balance June 30	(74)	(47)	(74)	(47)
Additional Liability for Pension and Postretirement Benefits
Balance April 1	(380)	(349)	(384)	(352)
Additional Liability for Pension and Postretirement Benefits, net of tax	6	5	10	8
Balance June 30	(374)	(344)	(374)	(344)
Balance June 30	(448)	(391)	(448)	(391)
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	11	8	18	14
Translation of foreign currency statements	0	1	0	0
Other Comprehensive Income (Loss)	0	1	0	0
Comprehensive Income	11	9	18	14
Cumulative Translation Adjustment
Balance April 1	5	3	5	4
Translation of foreign currency statements	0	1	0	0
Balance June 30	5	4	5	4
Additional Liability for Pension and Postretirement Benefits
Balance April 1	0	0	0	0
Balance June 30	0	0	0	0
Balance June 30	$ 5	$ 4	$ 5	$ 4

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Long-Term Debt and Financing Arrangements

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-Term Debt and Financing Arrangements

Long-Term Debt and Financing Arrangements

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 March 22, 2012, we completed an amendment and restatement of our senior credit facility by increasing the amount and extending the maturity date of our revolving credit facility and adding a new $250 million Tranche A Term Facility. The amended and restated facility replaces our former $556 million revolving credit facility, $148 million Tranche B Term Facility and $130 million Tranche B-1 letter of credit/revolving loan facility. The proceeds from this refinancing transaction were used to repay our $148 million Tranche B Term Facility and, as described below, to fund the purchase and redemption of our $250 million 8.125 percent senior notes due in 2015. As of June 30, 2013, the senior credit facility provides us with a total revolving credit facility size of $850 million and had a $234 million balance outstanding under the Tranche A Term Facility, both of which will mature on March 22, 2017. Funds may be borrowed, repaid and re-borrowed under the revolving credit facility without premium or penalty. 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 enter into revolving loans under the facility. We are required to make quarterly principal payments under the Tranche A Term Facility of $3.1 million through March 31, 2014, $6.3 million beginning June 30, 2014 through March 31, 2015, $9.4 million beginning June 30, 2015 through March 31, 2016, $12.5 million beginning June 30, 2016 through December 31, 2016 and a final payment of $125 million is due on March 22, 2017.

The financial ratios required under the amended and restated senior credit facility, and the actual ratios we achieved for the two quarters of 2013, are as follows:

	Quarter Ended
	March 31, 2013		June 30, 2013
	Required	Actual	Required	Actual
Leverage Ratio (maximum)	3.50	1.98	3.50	1.79
Interest Coverage Ratio (minimum)	2.55	8.39	2.55	8.74

The senior credit facility includes a maximum leverage ratio covenant of 3.50 through March 22, 2017 and a minimum interest coverage ratio of 2.55 through December 31, 2013 and 2.75 thereafter, through March 22, 2017.

On March 8, 2012, we announced a cash tender offer to purchase our outstanding $250 million8.125 percent senior notes due in 2015 and a solicitation of consents to certain proposed amendments to the indenture governing these notes. We received tenders and consents representing $232 million aggregate principal amount of the notes and, on March 22, 2012, we purchased the tendered notes at a price of 104.44 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 April 6, 2012, we redeemed all remaining outstanding $18 million aggregate principal amount of senior notes that were not purchased pursuant to the tender offer at a price of 104.06 percent of the principal amount, plus accrued and unpaid interest. The additional liquidity provided by the new $850 million revolving credit facility and the new $250 million Tranche A Term Facility was used to fund the total cost of the tender offer and redemption, including all related fees and expenses.

We recorded $17 million of pre-tax charges in March 2012 related to the refinancing of our senior credit facility, the repurchase and redemption of $232 million aggregate principal amount of our 8.125 percent senior notes due in 2015 and the write-off of deferred debt issuance costs relating to these senior notes. We recorded an additional $1 million of pre-tax charges during the second quarter of 2012 relating to the redemption of the remaining $18 million aggregate principal amount of our 8.125 percent senior notes which occurred in April 2012.

At June 30, 2013, of the $850 million available under the revolving credit facility, we had unused borrowing capacity of $621 million with $190 million in outstanding borrowings and $39 million in outstanding letters of credit. The $190 million in outstanding borrowings under the revolving credit facility reflected a banking error on the last day of the second quarter of 2013 that reduced the revolver borrowings and increased bank overdrafts by $40 million. Without this our debt balance would have been $40 million higher. As of June 30, 2013, our outstanding debt also included $234 million related to our Tranche A Term Facility which is subject to quarterly principal payments as described above through March 22, 2017, $225 million of 7.75 percent senior notes due August 15, 2018, $500 million of 6.875 percent senior notes due December 15, 2020, and $130 million of other debt.

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Environmental Matters, Litigation and Product Warranties (Tables)

6 Months Ended

Jun. 30, 2013

Environmental Matters, Litigation and Product Warranties [Abstract]

Warranty Accrual Rollforward

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

	Six Months Ended June 30,
	2013			2012
	(Millions)
Beginning Balance January 1,	$	23		$	26
Accruals related to product warranties	6			7
Reductions for payments made	(9		)	(9		)
Ending Balance June 30,	$	20		$	24

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Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Ownership percentage of existing and future material domestic owned subsidiaries	100.00%

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued an amendment to provide explicit guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss, or tax credit carryforward exists. The objective of the amendment is to eliminate the diversity in practice in the presentation of unrecognized tax benefits in those instances. This amendment is effective for reporting periods beginning after December 15, 2013. We will adopt this amendment on January 1, 2014. Adoption of the amendment is not expected to have a material impact on our consolidated financial statements.

In April 2013, the FASB issued an amendment to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendment applies to all entities that issue financial statements that are presented in conformity with U.S. GAAP except investment companies that are regulated under the Investment Company Act of 1940. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to resolve the diversity in practice about whether Subtopic 810-10, Consolidation-Overall, or Subtopic 830-30, Foreign Currency Matters-Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part of all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real state or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to the accounting guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement amount its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this amendment also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This amendment is effective for reporting periods beginning after December 15, 2013. Adoption of the amendment will not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an amendment to the accounting guidance to improve the transparency of reporting amounts reclassified out of other comprehensive income. Other comprehensive income (loss) includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. This amendment does not change the current requirements for reporting net income or other comprehensive income in the financial statements. All of the information that this amendment requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. This new amendment requires presentation either on the face of the statement where net income is presented or in the notes, the effects of significant amounts reclassified out of accumulated other comprehensive income, and that the reclassified amounts be cross-referenced to the other disclosures required under U.S. GAAP. This amendment was effective for reporting periods beginning after December 15, 2012. This amendment has not had a material impact on our condensed consolidated financial statements.

In December 2011, the FASB issued an amendment relating to the disclosure about offsetting assets and liabilities. This amendment requires disclosure to provide information to help reconcile differences in the offsetting requirements under U.S. GAAP and International Financial Reporting Standards ("IFRS"). A reporting entity will be required to disclose (1) the gross amount of recognized assets and liabilities, (2) the amounts offset to determine the net amounts presented in the statement of financial position, (3) the net amounts presented in the statement of financial position, (4) the amounts subject to an enforceable master netting arrangement or similar agreement not otherwise included in (2), and (5) the net amount after deducting the amounts in (4) and (3). This amendment was effective for a reporting entity’s interim and annual periods beginning on or after January 1, 2013. Following issuance of this amendment, considerable concerns were raised regarding the broad scope of this amendment. In response to the concerns, in January, 2013, the FASB issued a new amendment revising the scope of the disclosure requirements to apply only to derivatives, repurchase agreements and reverse repurchase agreements, and security borrowing and lending transactions subject to a master netting arrangement or similar agreement. As a result of this new amendment the disclosure about offsetting assets and liabilities did not have any impact to our consolidated financial statements.

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Assumptions Used for Calculating Fair Values of Stock Option Awards (Detail) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Stock Options Granted
Weighted average grant date fair value, per share	$ 19.84	$ 17.35
Weighted average assumptions used:
Expected volatility	66.40%	73.50%
Expected lives	4 years 10 months 24 days	4 years 8 months 12 days
Risk-free interest rates	0.70%	0.80%
Dividend yields	0.00%	0.00%

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Statement of Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net sales and operating revenues —
External	$ 2,067	$ 1,920	$ 3,970	$ 3,832
Affiliated companies	0	0	0	0
Net sales and operating revenues	2,067	1,920	3,970	3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,736	1,595	3,340	3,202
Goodwill impairment charge			0	0
Engineering, research, and development	33	28	68	66
Selling, general, and administrative	106	109	225	227
Depreciation and amortization of other intangibles	50	50	100	99
Costs and expenses	1,925	1,782	3,733	3,594
Other income (expense)
Loss on sale of receivables	(1)	(1)	(2)	(2)
Other income (loss)	0	0	(1)	(3)
Total other income (expense)	(1)	(1)	(3)	(5)
Earnings before interest expense, income taxes, and noncontrolling interests	141	137	234	233
Interest expense —
External (net of interest capitalized)	20	21	40	63
Affiliated companies (net of interest income)	0	0	0	0
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	121	116	194	170
Income tax expense	47	21	59	39
Equity in net income (loss) from affiliated companies	0	0	0	0
Net income	74	95	135	131
Less: Net income attributable to noncontrolling interests	11	8	18	14
Net income attributable to Tenneco Inc.	63	87	117	117
Comprehensive income (loss) attributable to Tenneco Inc.	45	49	77	108
Guarantor Subsidiaries
Net sales and operating revenues —
External	904	897	1,756	1,787
Affiliated companies	92	45	171	96
Net sales and operating revenues	996	942	1,927	1,883
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	776	771	1,518	1,618
Goodwill impairment charge			0	0
Engineering, research, and development	14	12	29	28
Selling, general, and administrative	45	38	98	77
Depreciation and amortization of other intangibles	19	18	38	36
Costs and expenses	854	839	1,683	1,759
Other income (expense)
Loss on sale of receivables	0	0	0	0
Other income (loss)	34	43	33	46
Total other income (expense)	34	43	33	46
Earnings before interest expense, income taxes, and noncontrolling interests	176	146	277	170
Interest expense —
External (net of interest capitalized)	(1)	0	(1)	0
Affiliated companies (net of interest income)	18	58	36	112
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	159	88	242	58
Income tax expense	40	5	46	7
Equity in net income (loss) from affiliated companies	2	29	(3)	97
Net income	121	112	193	148
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Tenneco Inc.	121	112	193	148
Comprehensive income (loss) attributable to Tenneco Inc.	126	102	193	145
Non-Guarantor Subsidiaries
Net sales and operating revenues —
External	1,163	1,023	2,214	2,045
Affiliated companies	141	145	291	297
Net sales and operating revenues	1,304	1,168	2,505	2,342
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,192	1,014	2,283	1,977
Goodwill impairment charge			0	0
Engineering, research, and development	19	16	39	38
Selling, general, and administrative	60	70	124	147
Depreciation and amortization of other intangibles	31	32	62	63
Costs and expenses	1,302	1,132	2,508	2,225
Other income (expense)
Loss on sale of receivables	(1)	(1)	(2)	(2)
Other income (loss)	5	(4)	5	(10)
Total other income (expense)	4	(5)	3	(12)
Earnings before interest expense, income taxes, and noncontrolling interests	6	31	0	105
Interest expense —
External (net of interest capitalized)	1	1	2	2
Affiliated companies (net of interest income)	(18)	(23)	(37)	(42)
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	23	53	35	145
Income tax expense	7	16	13	32
Equity in net income (loss) from affiliated companies	0	0	0	0
Net income	16	37	22	113
Less: Net income attributable to noncontrolling interests	11	8	18	14
Net income attributable to Tenneco Inc.	5	29	4	99
Comprehensive income (loss) attributable to Tenneco Inc.	(18)	1	(36)	93
Tenneco Inc
Net sales and operating revenues —
External	0	0	0	0
Affiliated companies	0		0	0
Net sales and operating revenues	0	0	0	0
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	0	0	0	0
Goodwill impairment charge			0	0
Engineering, research, and development	0	0	0	0
Selling, general, and administrative	1	1	3	3
Depreciation and amortization of other intangibles	0	0	0	0
Costs and expenses	1	1	3	3
Other income (expense)
Loss on sale of receivables	0	0	0	0
Other income (loss)	0	0	0	0
Total other income (expense)	0	0	0	0
Earnings before interest expense, income taxes, and noncontrolling interests	(1)	(1)	(3)	(3)
Interest expense —
External (net of interest capitalized)	20	20	39	61
Affiliated companies (net of interest income)	0	(35)	1	(70)
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	(21)	14	(43)	6
Income tax expense	0	0	0	0
Equity in net income (loss) from affiliated companies	84	73	160	111
Net income	63	87	117	117
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Tenneco Inc.	63	87	117	117
Comprehensive income (loss) attributable to Tenneco Inc.	63	87	117	117
Reclass & Elims
Net sales and operating revenues —
External	0	0	0	0
Affiliated companies	(233)	(190)	(462)	(393)
Net sales and operating revenues	(233)	(190)	(462)	(393)
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	(232)	(190)	(461)	(393)
Goodwill impairment charge			0	0
Engineering, research, and development	0	0	0	0
Selling, general, and administrative	0	0	0	0
Depreciation and amortization of other intangibles	0	0	0	0
Costs and expenses	(232)	(190)	(461)	(393)
Other income (expense)
Loss on sale of receivables	0	0	0	0
Other income (loss)	(39)	(39)	(39)	(39)
Total other income (expense)	(39)	(39)	(39)	(39)
Earnings before interest expense, income taxes, and noncontrolling interests	(40)	(39)	(40)	(39)
Interest expense —
External (net of interest capitalized)	0	0	0	0
Affiliated companies (net of interest income)	0	0	0	0
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	(40)	(39)	(40)	(39)
Income tax expense	0	0	0	0
Equity in net income (loss) from affiliated companies	(86)	(102)	(157)	(208)
Net income	(126)	(141)	(197)	(247)
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Tenneco Inc.	(126)	(141)	(197)	(247)
Comprehensive income (loss) attributable to Tenneco Inc.	$ (126)	$ (141)	$ (197)	$ (247)

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Financial Ratios under Senior Credit Facility (Detail)	3 Months Ended
	Jun. 30, 2013	Mar. 31, 2013
Required [Member]
Financial Ratios Under Senior Credit Facility [Line Items]
Leverage Ratio (maximum)	3.5	3.5
Interest Coverage Ratio (minimum)	2.55	2.55
Actual [Member]
Financial Ratios Under Senior Credit Facility [Line Items]
Leverage Ratio (maximum)	1.79	1.98
Interest Coverage Ratio (minimum)	8.74	8.39

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Pension Plans, Postretirement and Other Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Components of Net Periodic Benefit Cost

Net periodic pension costs and postretirement benefit costs consist of the following components:

	Three Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	3		$	—		$	2		$	—		$	—
Interest cost	4			4			5			5			2			1
Expected return on plan assets	(6		)	(5		)	(6		)	(6		)	—			—
Net amortization:
Actuarial loss	3			3			2			2			1			2
Prior service cost (credit)	—			1			—			1			(2		)	(2		)
Net pension and postretirement costs	$	2		$	6		$	1		$	4		$	1		$	1

	Six Months Ended June 30,
	Pension												Postretirement
	2013						2012						2013			2012
	US			Foreign			US			Foreign			US			US
	(Millions)
Service cost — benefits earned during the period	$	1		$	5		$	—		$	4		$	—		$	—
Interest cost	9			8			10			9			3			3
Expected return on plan assets	(11		)	(10		)	(11		)	(11		)	—			—
Net amortization:
Actuarial loss	5			6			4			4			2			3
Prior service cost (credit)	—			1			—			1			(3		)	(3		)
Net pension and postretirement costs	$	4		$	10		$	3		$	7		$	2		$	3

Amounts Recognized for Pension and Postretirement Benefits in Other Comprehensive Income

Amounts recognized for pension and postretirement benefits in other comprehensive income for the three and six month periods ended June 30, 2013 and 2012 include the following components:

	Three Months Ended June 30,
	2013								2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(1	)	$	—	$	(1	)	$	(1	)	$	—	$	(1	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	7			—		7			6			—		6
Other comprehensive income – pension benefits	$	6		$	—	$	6		$	5		$	—	$	5

	Six Months Ended June 30,
	2013									2012
	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:
Amortization of prior service cost included in net periodic pension and postretirement cost	$	(2	)	$	—		$	(2	)	$	(2	)	$	—		$	(2	)
Amortization of actuarial loss included in net periodic pension and postretirement cost	13			(1		)	12			11			(1		)	10
Other comprehensive income – pension benefits	$	11		$	(1	)	$	10		$	9		$	(1	)	$	8

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Common Stock (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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.

	Six Months Ended June 30,
	2013			2012
Stock Options Granted
Weighted average grant date fair value, per share	$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	66.4		%	73.5		%
Expected lives	4.9			4.7
Risk-free interest rates	0.7		%	0.8		%
Dividend yields	—		%	—		%

Stock Options Status and Activity

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

	Six Months Ended June 30, 2013
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options
Outstanding, January 1, 2013	2,447,475		$	20.14	4.1	$	29
Granted	311,539		36.29
Canceled	(7,225	)	11.73
Forfeited	(14,920	)	14.59
Exercised	(82,622	)	19.96			1
Outstanding, March 31, 2013	2,654,247		$	22.12	4.3	$	41
Granted	388		38.90
Forfeited	(450	)	21.81
Exercised	(393,442	)	22.53			7
Outstanding, June 30, 2013	2,260,743		22.06		4.7	44

Nonvested Restricted Shares

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

	Six Months Ended June 30, 2013
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2013	348,918		$	31.69
Granted	204,731		36.28
Vested	(154,160	)	29.54
Forfeited	—		—
Nonvested balance at March 31, 2013	399,489		$	34.88
Granted	226		38.90
Vested	(15,289	)	35.40
Forfeited	—		—
Nonvested balance at June 30, 2013	384,426		34.86

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Earnings Per Share - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Anti-dilutive stock options	830,486	524,701

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Fair Value of Financial Assets on Recurring Basis (Detail) (Level 2 [Member], Foreign Exchange Forward Contracts [Member], Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Level 2 [Member] | Foreign Exchange Forward Contracts [Member] | Fair Value, Measurements, Recurring [Member]
Financial Assets:
Foreign exchange forward contracts	$ 0	$ 1

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Accounts Receivables - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Transfers of Servicing of Financial Assets [Line Items]
Number of Commercial Banks with Accounts Receivable Securitization Programs	3		3
Number of Facilities Associated with European Operations	7		7
Term of Commitments			1 year
Term Of Commitments, Cancellation Period			90 days
Term Of Commitments, Financial Institution Cancellation Period			15 days
North America [Member]
Transfers of Servicing of Financial Assets [Line Items]
North American program maximum facility size	$ 110		$ 110
Additional Financing from second priority facility	40		40
Outstanding third party investments in securitized accounts receivable bank program	50		50		50
Securitization Interest Expense	1	1	1	1
Europe [Member]
Transfers of Servicing of Financial Assets [Line Items]
Outstanding third party investments in securitized accounts receivable bank program	151		151		94
Loss on sale of trade accounts receivable	$ 1	$ 1	$ 2	$ 2
Financing Cost Related To Sale Of Securitized Receivables			3.00%	3.00%

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Stock Options Status and Activity (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, January 1, 2013	2,654,247	2,447,475	2,447,475
Granted	388	311,539
Canceled		(7,225)
Forfeited	(450)	(14,920)
Exercised	(393,442)	(82,622)
Outstanding, March 31, 2013	2,260,743	2,654,247	2,260,743	2,447,475
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding, January 1, 2013	$ 22.12	$ 20.14	$ 20.14
Granted	$ 38.90	$ 36.29
Canceled		$ 11.73
Forfeited	$ 21.81	$ 14.59
Exercised	$ 22.53	$ 19.96
Outstanding, March 31, 2013	$ 22.06	$ 22.12	$ 22.06	$ 20.14
Weighted Avg. Remaining Life in Years		4 years 3 months 0 days	4 years 8 months 12 days	4 years 1 month 6 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance	$ 41	$ 29	$ 29
Aggregate Intrinsic Value, Exercised	7	1
Aggregate Intrinsic Value, Outstanding, Ending Balance	$ 44	$ 41	$ 44	$ 29

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Carrying and Estimated Fair Value (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Instruments with off-balance sheet risk:
Asset derivative contracts	$ 0	$ 1
Carrying Amount [Member]
Carrying and estimated fair value
Long-term debt (including current maturities)	1,160	1,070
Instruments with off-balance sheet risk:
Asset derivative contracts	0	1
Fair Value [Member]
Carrying and estimated fair value
Long-term debt (including current maturities)	1,217	1,136
Instruments with off-balance sheet risk:
Asset derivative contracts	$ 0	$ 1

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Environmental Matters, Litigation and Product Warranties - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2013 defendent federal_superfund_site LegalMatter State
Environmental Matters, Litigation and Product Warranties [Line Items]
Number of Federal Super Fund sites				1
Environmental remediation accrual, discounted basis	$ 17			$ 17
Portion of environmental remediation costs recorded in other current liabilities	5			5
Portion of environmental remediation costs recorded in deferred credits and other liabilities	12			12
Weighted average discount rate	2.10%			2.10%
Environmental remediation accrual, undiscounted basis	20			20
Cost of services, environmental remediation, next twelve months	3			3
Cost of services, environmental remediation, year two	2			2
Cost of services, environmental remediation, year three	1			1
Cost of services, environmental remediation, year four	1			1
Cost of services, environmental remediation, year five	1			1
Cost of services, environmental remediation, thereafter	12			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 (less than 500 cases)				500
Number of defendants in many asbestos related cases				100
Premium freight and overtime costs incurred	$ 2	$ 3	$ 2	$ 2

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Summary of Earnings Per Share of Common Stock

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

	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012		Six Months Ended June 30, 2013		Six Months Ended June 30, 2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Earnings per share of common stock	$	1.04	$	1.45	$	1.94	$	1.95
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Effect of dilutive securities:
Restricted stock	170,950		109,722		157,551		139,995
Stock options	1,010,813		1,159,094		950,459		1,263,313
Weighted Average shares of common stock outstanding including dilutive securities	61,724,124		61,260,871		61,532,550		61,470,513
Earnings per share of common stock	$	1.02	$	1.42	$	1.91	$	1.90

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Operating Activities
Net Income	$ 74	$ 95	$ 135	$ 131
Adjustments to reconcile net income to cash provided by operating activities —
Depreciation and amortization of other intangibles	50	50	100	99
Deferred income taxes	21	(2)	16	(7)
Stock-based compensation	2	3	7	7
Loss on sale of assets	2	1	2	2
Changes in components of working capital —
(Increase) decrease in receivables	(77)	(31)	(253)	(212)
(Increase) decrease in inventories	22	(7)	(18)	(83)
(Increase) decrease in prepayments and other current assets	(32)	(23)	(81)	(39)
Increase (decrease) in payables	72	(2)	149	86
Increase (decrease) in accrued taxes	(8)	17	(13)	18
Increase (decrease) in accrued interest	(4)	(4)	0	(4)
Increase (decrease) in other current liabilities	15	2	7	15
Changes in long-term assets	3	1	3	9
Changes in long-term liabilities	(10)	(17)	(20)	(22)
Other	3	3	7	1
Net cash provided by operating activities	133	86	41	1
Investing Activities
Proceeds from the sale of assets	0	0	2	1
Cash payments for plant, property, and equipment	(54)	(60)	(124)	(125)
Cash payments for software related intangible assets	(6)	(3)	(12)	(7)
Changes in restricted cash	4	0	(5)	0
Net cash (used) by investing activities	(56)	(63)	(139)	(131)
Financing Activities
Issuance of common shares	12	0	13	0
Retirement of long-term debt	(3)	(22)	(8)	(403)
Issuance of long-term debt	0	0	0	250
Debt issuance cost of long-term debt	0	(1)	0	(13)
Purchase of common stock under the share repurchase program	(2)	(18)	(2)	(18)
Increase (decrease) in bank overdrafts	44	(2)	35	0
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt	(84)	3	107	236
Net increase in short-term borrowings secured by accounts receivable	0	30	0	60
Capital contribution from noncontrolling interest partners	0	1	0	1
Distributions to noncontrolling interest partners	(23)	(18)	(23)	(18)
Net cash provided (used) by financing activities	(56)	(27)	122	95
Effect of foreign exchange rate changes on cash and cash equivalents	(19)	(8)	(12)	2
Increase (decrease) in cash and cash equivalents	2	(12)	12	(33)
Cash and cash equivalents, April 1 and January 1, respectively	233	193	223	214
Cash and cash equivalents, June 30	235	181	235	181
Supplemental Cash Flow Information
Cash paid during the period for interest	23	24	39	59
Cash paid during the period for income taxes (net of refunds)	46	19	71	36
Non-cash Investing and Financing Activities
Period end balance of trade payables for plant, property, and equipment	$ 24	$ 30	$ 24	$ 30

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Consolidation and Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation and Presentation

Consolidation and Presentation

As you read the accompanying financial statements you should also read our Annual Report on Form 10-K for the year ended December 31, 2012.

In our opinion, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly Tenneco Inc.’s results of operations, comprehensive income, financial position, cash flows, and changes in shareholders’ equity for the periods indicated. We have prepared the unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for annual financial statements.

Our condensed 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 all intercompany transactions. We have evaluated all significant subsequent events for any impact on these financial statements through the date they were issued.

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We reported income tax expenses of $47 million and $21 million in the three month periods ended June 30, 2013 and 2012, respectively, and $59 million and $39 million in the six month periods ended June 30, 2013 and 2012, respectively. The tax expense recorded in the first six months of 2013 includes a net tax benefit of $13 million for tax adjustments primarily related to recognizing a U.S. tax benefit for foreign taxes.

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.

In 2008, given our historical losses in the U.S., we concluded that our ability to fully utilize our federal and state net operating loss ("NOL") carryforward was limited. As a result, we recorded a valuation allowance against all of our U.S. deferred tax assets except for our tax planning strategies which had not yet been implemented and which did not depend upon generating future taxable income. Prior to the reversal of the valuation allowance in the third quarter of 2012, we carried a deferred tax asset in the U.S. of $90 million relating to the expected utilization of the federal and state NOL. The recording of a valuation allowance did not impact the amount of the NOL that would be available for federal and state income tax purposes in future periods.

In the third quarter of 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 NOL at December 31, 2012 totaled $190 million and expires beginning in tax years ending in 2022 through 2030. The state NOLs expire in various tax years through 2032.

Valuation allowances are established in certain foreign jurisdictions for deferred tax assets based on a “more likely than not” standard. 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 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.

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Financial Instruments

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Financial Instruments

Financial Instruments

The carrying and estimated fair values of our financial instruments by class at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,160	$	1,217	$	1,070	$	1,136
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		1		1

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 (level 1). 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 (level 2). The fair value of our level 1 debt, as classified in the fair value hierarchy, was $782 million and $790 million at June 30, 2013 and December 31, 2012, respectively. We have classified $425 million and $334 million as level 2 in the fair value hierarchy at June 30, 2013 and December 31, 2012, respectively, since we utilize valuation inputs that are observable both directly and indirectly. We classified the remaining $10 million and $12 million, consisting of foreign subsidiary debt, as level 3 in the fair value hierarchy at June 30, 2013 and December 31, 2012, 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 condensed 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 condensed consolidated balance sheet. The fair value of our foreign exchange forward contracts, presented on a gross basis at June 30, 2013 and December 31, 2012, respectively, was as follows:

	Fair Value of Derivative Instruments
	June 30, 2013						December 31, 2012
	Asset Derivatives		Liability Derivatives		Total		Asset Derivatives	Liability Derivatives		Total
	(Millions)
Foreign exchange forward contracts		$—		$—		$—	$1		$—		$1

The fair value of our recurring financial assets at June 30, 2013 and December 31, 2012, respectively, are as follows:

	June 30, 2013				December 31, 2012
	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
	(Millions)
Financial Assets:
Foreign exchange forward contracts	n/a	$	—	n/a	n/a	$	1	n/a

The fair value hierarchy definition prioritizes the inputs used in measuring fair value into the following levels:

Level 1	—	Quoted prices in active markets for identical assets or liabilities.
Level 2	—	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3	—	Unobservable inputs based on our own assumptions.

The following table summarizes by major currency the notional amounts for foreign currency forward purchase and sale contracts as of June 30, 2013 (all of which mature in 2013):

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
	—Sell	(2	)
British pounds	—Purchase	8
European euro	—Sell	(8	)
South African rand	—Purchase	103
Japanese yen	—Purchase	159
	—Sell	(790	)
U.S. dollars	—Purchase	13
	—Sell	(17	)
Other	—Purchase	1
	—Sell	(2	)

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 wholly-owned subsidiaries fully and unconditionally guarantee our senior credit facility and our senior notes on a joint and several basis. The arrangement for 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 of our direct or indirect subsidiaries secure our senior notes. For additional information, refer to Note 13 of our condensed consolidated financial statements, where we present the Supplemental Guarantor Condensed 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 is approximately $32 million as of June 30, 2013 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 $5 million and $7 million at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013, 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 June 30, 2013, the maximum amount reimbursable by Futaba to TMEL is approximately $6 million.

We have issued guarantees through letters of credit in connection with some obligations of our affiliates. As of June 30, 2013, we have guaranteed $39 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.

Negotiable Financial Instruments — One of our European subsidiaries receives payment from one of its Original Equipment (OE) 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 $6 million at both June 30, 2013 and December 31, 2012. No negotiable financial instruments were held by our European subsidiary as of June 30, 2013 or December 31, 2012.

In certain instances, several of our Chinese subsidiaries receive payment from OE customers and satisfy vendor payments through the receipt and delivery of negotiable financial instruments. Financial instruments used to satisfy vendor payables and not redeemed totaled $18 million and $12 million at June 30, 2013 and December 31, 2012, respectively, and were classified as notes payable. Financial instruments received from OE customers and not redeemed totaled $16 million and $8 million at June 30, 2013 and December 31, 2012, respectively. We classify financial instruments received from our OE customers as other current assets if issued by a financial institution of our customers or as customer notes and accounts, net if issued by our customer. We classified $16 million and $8 million in other current assets at June 30, 2013 and December 31, 2012, respectively. Some of our Chinese subsidiaries that issue their own negotiable financial instruments to pay vendors are required to maintain a cash balance if they exceed certain credit limits with the financial institution that guarantees those financial instruments. A restricted cash balance was not required at those Chinese subsidiaries at June 30, 2013 or December 31, 2012.

The negotiable financial instruments received by one of our European subsidiaries and some of our Chinese subsidiaries are checks drawn by our OE customers and guaranteed by their banks that are payable at a future date. The use of these instruments for payment follows local commercial practice. Because negotiable financial instruments are financial obligations of our customers and 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.

Restricted Cash - Two of our Australian subsidiaries have arranged for $5 million in guarantees to be issued by a financial institution to support some of our subsidiaries' insurance arrangements and foreign employee benefit 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 June 30, 2013.

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Restructuring and Other Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2013	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring cost	$ 7		$ 2	$ 3	$ 7	$ 13
Restructuring and related cost allowed to be excluded from the calculation of financial covenant ratios					80
Asset Impairment Charges		7
Restructuring Charges	3
Cumulative amount of allowable exclusions recognized in our calculation of financial covenant ratios					24
Non- cash charges						4
Cost of Sales [Member]
Restructuring Cost and Reserve [Line Items]
Noncash asset write downs					4	10
Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Noncash asset write downs					4	3
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	7				11
Non- cash charges						4
Foreign Pension Plans, Defined Benefit [Member] | Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Noncash asset write downs					3
Europe [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring cost					11
Europe [Member] | Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges					$ 5

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

The following table summarizes certain Tenneco Inc. segment information:

	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 June 30, 2013 and for the Three Months Ended June 30, 2013
Revenues from external customers	$	687	$	516	$	203	$	324	$	281	$	56	$	—		$	—		$	2,067
Intersegment revenues	1		26		—		3		9		8		—			(47		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	68		18		21		36		14		6		(22		)	—			141
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Three Months Ended June 30, 2012
Revenues from external customers	671		434		169		325		276		45		—			—			1,920
Intersegment revenues	1		29		—		3		14		8		—			(55		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	57		20		18		37		16		2		(13		)	—			137
Total assets	1,021		804		384		595		604		190		—			29			3,627
At June 30, 2013 and for the Six Months Ended June 30, 2013
Revenues from external customers	$	1,333	$	983	$	386	$	631	$	533	$	104	$	—		$	—		$	3,970
Intersegment revenues	2		57		—		5		21		15		—			(100		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	117		29		36		61		24		10		(43		)	—			234
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Six Months Ended June 30, 2012
Revenues from external customers	1,340		894		325		642		548		83		—			—			3,832
Intersegment revenues	5		59		—		5		28		16		—			(113		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	105		36		30		72		26		—		(36		)	—			233
Total assets	1,021		804		384		595		604		190		—			29			3,627

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Fair Value of Long Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	$ 782	$ 790
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	425	334
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	$ 10	$ 12

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Long-Term Debt and Financing Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended			3 Months Ended						1 Months Ended		3 Months Ended				3 Months Ended
	Jun. 30, 2013	Mar. 22, 2012 Expiration of former revolving credit Agreement due 2014 [Member]	Mar. 22, 2012 Expiration Of Tranche B Term Facility [Member]	Mar. 22, 2012 Expiration of Tranche B-1 letter of credit and revolving loan facilities [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member]	Mar. 22, 2012 Tranche A Term Facility due March 22, 2017 [Member]	Mar. 08, 2012 Tranche A Term Facility due March 22, 2017 [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member] June 30, 2012 through March 31, 2014 [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member] June 30, 2014 through March 31, 2015 [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member] June 30, 2015 through March 31, 2016 [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member] June 30, 2016 through December 31, 2016 [Member]	Jun. 30, 2013 Tranche A Term Facility due March 22, 2017 [Member] Due on March 22, 2017 [Member]	Jun. 30, 2013 Revolving Credit Facility (Member)	Apr. 30, 2012 8 1/8 percent senior notes due in 2015 [Member]	Mar. 22, 2012 8 1/8 percent senior notes due in 2015 [Member]	Jun. 30, 2012 8 1/8 percent senior notes due in 2015 [Member]	Apr. 06, 2012 8 1/8 percent senior notes due in 2015 [Member]	Mar. 30, 2012 8 1/8 percent senior notes due in 2015 [Member]	Mar. 08, 2012 8 1/8 percent senior notes due in 2015 [Member]	Jun. 30, 2013 Letter of Credit (Member)	Jun. 30, 2013 7 3/4 percent senior notes due August 15, 2018 [Member]	Jun. 30, 2013 6 7/8 percent senior notes due Dec 15, 2020 [Member]	Jun. 30, 2013 Other Debt [Member]
Long Term Debt And Other Financing Arrangement [Line Items]
Maximum percentage of stock of certain first-tier foreign subsidiaries pledged to secure senior credit facility	66.00%
Line of Credit Facility, Maximum Borrowing Capacity		$ 556	$ 148	$ 130	$ 234	$ 250	$ 250						$ 850						$ 250
Line of Credit Facility, Maturity Date					Mar. 22, 2017								Mar. 22, 2012
Repayment of term loan								3.1	6.3	9.4	12.5	125.0
Interest coverage ratio (minimum) effective from March 31, 2014 through March 22, 2017	2.75
Leverage Ratio Required (Maximum) for future quarters	3.50
Interest coverage required (minimum) September 30, 2012 through December 31, 2013	2.55
Amount of debt offered for exchange by the company							250
Amount of debt tendered for exchange by the holders															232
Debt instrument redemption price as percentage of principal amount prior quarter																		104.44%
Debt instrument consent payment as percentage of principal amount																		3.00%
Amount of debt tendered for exchange by the holders on April 6, 2012														18
Debt instrument redemption price as percentage of principal amount current quarter																	104.06%
Expenses related to redemption															17	1
Senior notes rate															8.125%						7.75%	6.875%
Unused Borrowing Capacity													621
Outstanding borrowings in senior secured credit facility													190
Bank Overdrafts													40
Line of credit facility letters of credit outstanding																				39
Unsecured debt																					$ 225	$ 500	$ 130

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Segment Information Segment Information Textuals (Details)	6 Months Ended
	Jun. 30, 2013 operating_segment product_segment geographic_segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of product segments	2
Number of operating segments	6

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Nonvested Restricted Shares (Detail) (Restricted Stock [Member], USD $)	3 Months Ended
	Jun. 30, 2013	Mar. 31, 2013
Restricted Stock [Member]
Nonvested Restricted Shares
Nonvested balance at January 1, 2013	399,489	348,918
Granted	226	204,731
Vested	(15,289)	(154,160)
Nonvested balance at March 31, 2013	384,426	399,489
Weighted Avg. Grant Date Fair Value
Nonvested balance at January 1, 2013	$ 34.88	$ 31.69
Granted	$ 38.90	$ 36.28
Vested	$ 35.40	$ 29.54
Nonvested balance at March 31, 2013	$ 34.86	$ 34.88
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 0.00	$ 0.00

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Summary of Earnings Per Share of Common Stock (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Basic earnings per share —
Net income attributable to Tenneco Inc.	$ 63	$ 87	$ 117	$ 117
Weighted Average shares of common stock outstanding	60,542,361	59,992,055	60,424,540	60,067,205
Earnings per share of common stock	$ 1.04	$ 1.45	$ 1.94	$ 1.95
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$ 63	$ 87	$ 117	$ 117
Weighted Average shares of common stock outstanding	60,542,361	59,992,055	60,424,540	60,067,205
Effect of dilutive securities:
Restricted stock	170,950	109,722	157,551	139,995
Stock options	1,010,813	1,159,094	950,459	1,263,313
Weighted Average shares of common stock outstanding including dilutive securities	61,724,124	61,260,871	61,532,550	61,470,513
Earnings per share of common stock	$ 1.02	$ 1.42	$ 1.91	$ 1.90

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Capitalized interest	$ 1	$ 1	$ 2	$ 2

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Environmental Matters, Litigation and Product Warranties

6 Months Ended

Jun. 30, 2013

Environmental Matters, Litigation and Product Warranties [Abstract]

Environmental Matters, Litigation and Product Warranties

Environmental Matters, Litigation and Product Warranties

We are involved in environmental remediation matters, legal proceedings, claims, investigations and warranty obligations that are 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. All other environmental liabilities are recorded at their undiscounted amounts. 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.

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 June 30, 2013, we have the obligation to remediate or contribute towards the remediation of certain sites, including one Federal Superfund site. At June 30, 2013, our aggregated estimated share of environmental remediation costs for all these sites on a discounted basis was approximately $17 million, of which $5 million is recorded in other current liabilities and $12 million is recorded in deferred credits and other liabilities in our condensed consolidated balance sheet. For those locations where the liability was discounted, the weighted average discount rate used was 2.10 percent. The undiscounted value of the estimated remediation costs was $20 million. Our expected payments of environmental remediation costs are estimated to be approximately $3 million in 2013, $2 million in 2014, $1 million each year beginning 2015 through 2017 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 to 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 results of operations, financial position or cash flows.

We are also from time to time involved in legal proceedings, claims or investigations. Some of these proceedings allege 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. 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 claims, 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, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations or cash flows.

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 2000s 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 condition, results of operations or cash flows.

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:

	Six Months Ended June 30,
	2013			2012
	(Millions)
Beginning Balance January 1,	$	23		$	26
Accruals related to product warranties	6			7
Reductions for payments made	(9		)	(9		)
Ending Balance June 30,	$	20		$	24

In the fourth quarter of 2011, we encountered an issue in our North America OE ride control 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.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 235	$ 223
Restricted cash	5	0
Receivables —
Customer notes and accounts, net	1,196	966
Other	22	20
Inventories —
Finished goods	271	273
Work in process	206	207
Raw materials	138	133
Materials and supplies	54	54
Deferred income taxes	72	72
Prepayments and other	248	176
Total current assets	2,447	2,124
Other assets:
Long-term receivables, net	8	4
Goodwill	70	72
Intangibles, net	32	35
Deferred income taxes	151	116
Other	121	135
Total other assets	382	362
Plant, property, and equipment, at cost	3,333	3,365
Less — Accumulated depreciation and amortization	(2,223)	(2,243)
Plant, property and equipment, net	1,110	1,122
Total Assets	3,939	3,608
Current liabilities:
Short-term debt (including current maturities of long-term debt)	120	113
Trade payables	1,339	1,186
Accrued taxes	36	50
Accrued interest	9	10
Accrued liabilities	246	239
Other	44	51
Total current liabilities	1,794	1,649
Long-term debt	1,158	1,067
Deferred income taxes	26	27
Postretirement benefits	374	407
Deferred credits and other liabilities	194	152
Total liabilities	3,546	3,302
Redeemable noncontrolling interests	13	15
Tenneco Inc. Shareholders’ equity:
Common stock	1	1
Premium on common stock and other capital surplus	3,049	3,031
Accumulated other comprehensive loss	(448)	(408)
Retained earnings (accumulated deficit)	(1,987)	(2,104)
Shareholders Equity Before Deduction Of Treasury Stock, Total	615	520
Less — Shares held as treasury stock, at cost	276	274
Total Tenneco Inc. shareholders’ equity	339	246
Noncontrolling interests	41	45
Total equity	380	291
Total liabilities, redeemable noncontrolling interests and equity	$ 3,939	$ 3,608

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Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 235	$ 233	$ 223	$ 181	$ 193	$ 214
Restricted cash	5		0
Receivables, net	1,218		986
Inventories	669		667
Deferred income taxes	72		72
Prepayments and other	248		176
Total current assets	2,447		2,124
Other assets:
Investment in affiliated companies	0		0
Notes and advances receivable from affiliates	0		0
Long-term receivables, net	8		4
Goodwill	70		72
Intangibles, net	32		35
Deferred income taxes	151		116
Other	121		135
Total other assets	382		362
Plant, property, and equipment, at cost	3,333		3,365
Less — Accumulated depreciation and amortization	(2,223)		(2,243)
Plant, property and equipment, net	1,110		1,122
Total Assets	3,939		3,608	3,627
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	120		113
Short-term debt — affiliated	0		0
Trade payables	1,339		1,186
Accrued taxes	36		50
Other	299		300
Total current liabilities	1,794		1,649
Long-term debt — non-affiliated	1,158		1,067
Long-term debt — affiliated	0		0
Deferred income taxes	26		27
Postretirement benefits and other liabilities	568		559
Total liabilities	3,546		3,302
Redeemable noncontrolling interests	13		15
Tenneco Inc. shareholders’ equity	339		246
Noncontrolling interests	41		45
Total equity	380		291	133
Total liabilities, redeemable noncontrolling interests and equity	3,939		3,608
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	1	4	4	0	3	1
Restricted cash	0
Receivables, net	488		341
Inventories	273		278
Deferred income taxes	90		91
Prepayments and other	39		28
Total current assets	891		742
Other assets:
Investment in affiliated companies	518		551
Notes and advances receivable from affiliates	960		957
Long-term receivables, net	6		2
Goodwill	21		21
Intangibles, net	15		18
Deferred income taxes	116		55
Other	48		31
Total other assets	1,684		1,635
Plant, property, and equipment, at cost	1,129		1,098
Less — Accumulated depreciation and amortization	(781)		(763)
Plant, property and equipment, net	348		335
Total Assets	2,923		2,712
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	0		0
Short-term debt — affiliated	62		250
Trade payables	522		423
Accrued taxes	12		16
Other	120		135
Total current liabilities	716		824
Long-term debt — non-affiliated	0		0
Long-term debt — affiliated	1,515		1,447
Deferred income taxes	0		0
Postretirement benefits and other liabilities	467		438
Total liabilities	2,698		2,709
Redeemable noncontrolling interests	0		0
Tenneco Inc. shareholders’ equity	225		3
Noncontrolling interests	0		0
Total equity	225		3
Total liabilities, redeemable noncontrolling interests and equity	2,923		2,712
Nonguarantor Subsidiaries
Current assets:
Cash and cash equivalents	234	229	219	181	190	213
Restricted cash	5
Receivables, net	1,227		1,268
Inventories	396		389
Deferred income taxes	0		0
Prepayments and other	209		148
Total current assets	2,071		2,024
Other assets:
Investment in affiliated companies	0		0
Notes and advances receivable from affiliates	5,768		4,495
Long-term receivables, net	2		2
Goodwill	48		51
Intangibles, net	17		17
Deferred income taxes	11		1
Other	48		75
Total other assets	5,894		4,641
Plant, property, and equipment, at cost	2,204		2,267
Less — Accumulated depreciation and amortization	(1,442)		(1,480)
Plant, property and equipment, net	762		787
Total Assets	8,727		7,452
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	120		112
Short-term debt — affiliated	262		173
Trade payables	975		954
Accrued taxes	23		34
Other	230		210
Total current liabilities	1,610		1,483
Long-term debt — non-affiliated	8		8
Long-term debt — affiliated	5,806		4,533
Deferred income taxes	26		27
Postretirement benefits and other liabilities	98		118
Total liabilities	7,548		6,169
Redeemable noncontrolling interests	13		15
Tenneco Inc. shareholders’ equity	1,125		1,223
Noncontrolling interests	41		45
Total equity	1,166		1,268
Total liabilities, redeemable noncontrolling interests and equity	8,727		7,452
Tenneco Inc
Current assets:
Cash and cash equivalents	0	0	0	0	0	0
Restricted cash	0
Receivables, net	30		30
Inventories	0		0
Deferred income taxes	6		6
Prepayments and other	0		0
Total current assets	36		36
Other assets:
Investment in affiliated companies	870		717
Notes and advances receivable from affiliates	4,660		4,594
Long-term receivables, net	0		0
Goodwill	0		0
Intangibles, net	0		0
Deferred income taxes	24		60
Other	26		29
Total other assets	5,580		5,400
Plant, property, and equipment, at cost	0		0
Less — Accumulated depreciation and amortization	0		0
Plant, property and equipment, net	0		0
Total Assets	5,616		5,436
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	0		1
Short-term debt — affiliated	9		10
Trade payables	0		0
Accrued taxes	1		0
Other	9		9
Total current liabilities	19		20
Long-term debt — non-affiliated	1,150		1,059
Long-term debt — affiliated	4,067		4,066
Deferred income taxes	0		0
Postretirement benefits and other liabilities	0		0
Total liabilities	5,236		5,145
Redeemable noncontrolling interests	0		0
Tenneco Inc. shareholders’ equity	380		291
Noncontrolling interests	0		0
Total equity	380		291
Total liabilities, redeemable noncontrolling interests and equity	5,616		5,436
Reclass & Elims
Current assets:
Cash and cash equivalents	0		0
Restricted cash	0
Receivables, net	(527)		(653)
Inventories	0		0
Deferred income taxes	(24)		(25)
Prepayments and other	0		0
Total current assets	(551)		(678)
Other assets:
Investment in affiliated companies	(1,388)		(1,268)
Notes and advances receivable from affiliates	(11,388)		(10,046)
Long-term receivables, net	0		0
Goodwill	1		0
Intangibles, net	0		0
Deferred income taxes	0		0
Other	(1)		0
Total other assets	(12,776)		(11,314)
Plant, property, and equipment, at cost	0		0
Less — Accumulated depreciation and amortization	0		0
Plant, property and equipment, net	0		0
Total Assets	(13,327)		(11,992)
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	0		0
Short-term debt — affiliated	(333)		(433)
Trade payables	(158)		(191)
Accrued taxes	0		0
Other	(60)		(54)
Total current liabilities	(551)		(678)
Long-term debt — non-affiliated	0		0
Long-term debt — affiliated	(11,388)		(10,046)
Deferred income taxes	0		0
Postretirement benefits and other liabilities	3		3
Total liabilities	(11,936)		(10,721)
Redeemable noncontrolling interests	0		0
Tenneco Inc. shareholders’ equity	(1,391)		(1,271)
Noncontrolling interests	0		0
Total equity	(1,391)		(1,271)
Total liabilities, redeemable noncontrolling interests and equity	$ (13,327)		$ (11,992)

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues
Net sales and operating revenues	$ 2,067	$ 1,920	$ 3,970	$ 3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,736	1,595	3,340	3,202
Engineering, research, and development	33	28	68	66
Selling, general, and administrative	106	109	225	227
Depreciation and amortization of other intangibles	50	50	100	99
Costs and expenses	1,925	1,782	3,733	3,594
Other expense
Loss on sale of receivables	(1)	(1)	(2)	(2)
Other	0	0	(1)	(3)
Total other income (expense)	(1)	(1)	(3)	(5)
Earnings before interest expense, income taxes, and noncontrolling interests	141	137	234	233
Interest expense (net of interest capitalized of $1 million in both of the three months ended June 30, 2013 and 2012, respectively, and $2 million in both of the six months ended June 30, 2013 and 2012, respectively)	20	21	40	63
Earnings before income taxes and noncontrolling interests	121	116	194	170
Income tax expense	47	21	59	39
Net income	74	95	135	131
Less: Net income attributable to noncontrolling interests	11	8	18	14
Net income attributable to Tenneco Inc.	$ 63	$ 87	$ 117	$ 117
Weighted average shares of common stock outstanding —
Basic (in shares)	60,542,361	59,992,055	60,424,540	60,067,205
Diluted (in shares)	61,724,124	61,260,871	61,532,550	61,470,513
Basic earnings per share of common stock (in dollars per share)	$ 1.04	$ 1.45	$ 1.94	$ 1.95
Diluted earnings per share of common stock (in dollars per share)	$ 1.02	$ 1.42	$ 1.91	$ 1.90

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Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
United States Pension Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost — benefits earned during the period	$ 1	$ 0	$ 1	$ 0
Interest cost	4	5	9	10
Expected return on plan assets	(6)	(6)	(11)	(11)
Net amortization:
Actuarial loss	3	2	5	4
Prior service cost (credit)	0	0	0	0
Net pension and postretirement costs	2	1	4	3
Foreign Pension Plans, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost — benefits earned during the period	3	2	5	4
Interest cost	4	5	8	9
Expected return on plan assets	(5)	(6)	(10)	(11)
Net amortization:
Actuarial loss	3	2	6	4
Prior service cost (credit)	1	1	1	1
Net pension and postretirement costs	6	4	10	7
United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost — benefits earned during the period	0	0	0	0
Interest cost	2	1	3	3
Expected return on plan assets	0	0	0	0
Net amortization:
Actuarial loss	1	2	2	3
Prior service cost (credit)	(2)	(2)	(3)	(3)
Net pension and postretirement costs	$ 1	$ 1	$ 2	$ 3

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Supplemental Guarantor Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Statement of Comprehensive Income (Loss)

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	904		$	1,163		$	—		$	—		$	2,067
Affiliated companies	92			141			—			(233		)	—
	996			1,304			—			(233		)	2,067
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	776			1,192			—			(232		)	1,736
Engineering, research, and development	14			19			—			—			33
Selling, general, and administrative	45			60			1			—			106
Depreciation and amortization of other intangibles	19			31			—			—			50
	854			1,302			1			(232		)	1,925
Other income (expense)
Loss on sale of receivables	—			(1		)	—			—			(1		)
Other income (loss)	34			5			—			(39		)	—
	34			4			—			(39		)	(1		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	176			6			(1		)	(40		)	141
Interest expense —
External (net of interest capitalized)	(1		)	1			20			—			20
Affiliated companies (net of interest income)	18			(18		)	—			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	159			23			(21		)	(40		)	121
Income tax expense	40			7			—			—			47
Equity in net income (loss) from affiliated companies	2			—			84			(86		)	—
Net Income	121			16			63			(126		)	74
Less: Net income attributable to noncontrolling interests	—			11			—			—			11
Net income (loss) attributable to Tenneco Inc.	$	121		$	5		$	63		$	(126	)	$	63
Comprehensive income (loss) attributable to Tenneco Inc.	$	126		$	(18	)	$	63		$	(126	)	$	45

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	897	$	1,023		$	—		$	—		$	1,920
Affiliated companies	45		145			—			(190		)	—
	942		1,168			—			(190		)	1,920
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	771		1,014			—			(190		)	1,595
Engineering, research, and development	12		16			—			—			28
Selling, general, and administrative	38		70			1			—			109
Depreciation and amortization of other intangibles	18		32			—			—			50
	839		1,132			1			(190		)	1,782
Other income (expense)
Loss on sale of receivables	—		(1		)	—			—			(1		)
Other income (expense)	43		(4		)	—			(39		)	—
	43		(5		)	—			(39		)	(1		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	146		31			(1		)	(39		)	137
Interest expense —
External (net of interest capitalized)	—		1			20			—			21
Affiliated companies (net of interest income)	58		(23		)	(35		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	88		53			14			(39		)	116
Income tax expense	5		16			—			—			21
Equity in net income (loss) from affiliated companies	29		—			73			(102		)	—
Net income (loss)	112		37			87			(141		)	95
Less: Net income attributable to noncontrolling interests	—		8			—			—			8
Net income (loss) attributable to Tenneco Inc.	$	112	$	29		$	87		$	(141	)	$	87
Comprehensive income (loss) attributable to Tenneco Inc.	$	102	$	1		$	87		$	(141	)	$	49

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,756		$	2,214		$	—		$	—		$	3,970
Affiliated companies	171			291			—			(462		)	—
	1,927			2,505			—			(462		)	3,970
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,518			2,283			—			(461		)	3,340
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	29			39			—			—			68
Selling, general, and administrative	98			124			3			—			225
Depreciation and amortization of other intangibles	38			62			—			—			100
	1,683			2,508			3			(461		)	3,733
Other income (expense)
Loss on sale of receivables	—			(2		)	—			—			(2		)
Other income (expense)	33			5			—			(39		)	(1		)
	33			3			—			(39		)	(3		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	277			—			(3		)	(40		)	234
Interest expense —
External (net of interest capitalized)	(1		)	2			39			—			40
Affiliated companies (net of interest income)	36			(37		)	1			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	242			35			(43		)	(40		)	194
Income tax expense	46			13			—			—			59
Equity in net income (loss) from affiliated companies	(3		)	—			160			(157		)	—
Net income (loss)	193			22			117			(197		)	135
Less: Net income attributable to noncontrolling interests	—			18			—			—			18
Net income (loss) attributable to Tenneco Inc.	$	193		$	4		$	117		$	(197	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	193		$	(36	)	$	117		$	(197	)	$	77

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,787	$	2,045		$	—		$	—		$	3,832
Affiliated companies	96		297			—			(393		)	—
	1,883		2,342			—			(393		)	3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,618		1,977			—			(393		)	3,202
Goodwill impairment charge	—		—			—			—			—
Engineering, research, and development	28		38			—			—			66
Selling, general, and administrative	77		147			3			—			227
Depreciation and amortization of other intangibles	36		63			—			—			99
	1,759		2,225			3			(393		)	3,594
Other income (expense)
Loss on sale of receivables	—		(2		)	—			—			(2		)
Other income (expense)	46		(10		)	—			(39		)	(3		)
	46		(12		)	—			(39		)	(5		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	170		105			(3		)	(39		)	233
Interest expense —
External (net of interest capitalized)	—		2			61			—			63
Affiliated companies (net of interest income)	112		(42		)	(70		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	58		145			6			(39		)	170
Income tax expense	7		32			—			—			39
Equity in net income (loss) from affiliated companies	97		—			111			(208		)	—
Net income (loss)	148		113			117			(247		)	131
Less: Net income attributable to noncontrolling interests	—		14			—			—			14
Net income (loss) attributable to Tenneco Inc.	$	148	$	99		$	117		$	(247	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	145	$	93		$	117		$	(247	)	$	108

Balance Sheet

BALANCE SHEET

	June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1		$	234		$	—	$	—		$	235
Restricted cash	—			5			—		—			5
Receivables, net	488			1,227			30		(527		)	1,218
Inventories	273			396			—		—			669
Deferred income taxes	90			—			6		(24		)	72
Prepayments and other	39			209			—		—			248
Total current assets	891			2,071			36		(551		)	2,447
Other assets:
Investment in affiliated companies	518			—			870		(1,388		)	—
Notes and advances receivable from affiliates	960			5,768			4,660		(11,388		)	—
Long-term receivables, net	6			2			—		—			8
Goodwill	21			48			—		1			70
Intangibles, net	15			17			—		—			32
Deferred income taxes	116			11			24		—			151
Other	48			48			26		(1		)	121
	1,684			5,894			5,580		(12,776		)	382
Plant, property, and equipment, at cost	1,129			2,204			—		—			3,333
Less — Accumulated depreciation and amortization	(781		)	(1,442		)	—		—			(2,223		)
	348			762			—		—			1,110
Total assets	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	120		$	—	$	—		$	120
Short-term debt — affiliated	62			262			9		(333		)	—
Trade payables	522			975			—		(158		)	1,339
Accrued taxes	12			23			1		—			36
Other	120			230			9		(60		)	299
Total current liabilities	716			1,610			19		(551		)	1,794
Long-term debt — non-affiliated	—			8			1,150		—			1,158
Long-term debt — affiliated	1,515			5,806			4,067		(11,388		)	—
Deferred income taxes	—			26			—		—			26
Postretirement benefits and other liabilities	467			98			—		3			568
Commitments and contingencies
Total liabilities	2,698			7,548			5,236		(11,936		)	3,546
Redeemable noncontrolling interests	—			13			—		—			13
Tenneco Inc. shareholders’ equity	225			1,125			380		(1,391		)	339
Noncontrolling interests	—			41			—		—			41
Total equity	225			1,166			380		(1,391		)	380
Total liabilities, redeemable noncontrolling interests and equity	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939

BALANCE SHEET

	December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	4		$	219		$	—	$	—		$	223
Receivables, net	341			1,268			30		(653		)	986
Inventories	278			389			—		—			667
Deferred income taxes	91			—			6		(25		)	72
Prepayments and other	28			148			—		—			176
Total current assets	742			2,024			36		(678		)	2,124
Other assets:
Investment in affiliated companies	551			—			717		(1,268		)	—
Notes and advances receivable from affiliates	957			4,495			4,594		(10,046		)	—
Long-term receivables, net	2			2			—		—			4
Goodwill	21			51			—		—			72
Intangibles, net	18			17			—		—			35
Deferred income taxes	55			1			60		—			116
Other	31			75			29		—			135
	1,635			4,641			5,400		(11,314		)	362
Plant, property, and equipment, at cost	1,098			2,267			—		—			3,365
Less — Accumulated depreciation and amortization	(763		)	(1,480		)	—		—			(2,243		)
	335			787			—		—			1,122
Total assets	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	112		$	1	$	—		$	113
Short-term debt — affiliated	250			173			10		(433		)	—
Trade payables	423			954			—		(191		)	1,186
Accrued taxes	16			34			—		—			50
Other	135			210			9		(54		)	300
Total current liabilities	824			1,483			20		(678		)	1,649
Long-term debt — non-affiliated	—			8			1,059		—			1,067
Long-term debt — affiliated	1,447			4,533			4,066		(10,046		)	—
Deferred income taxes	—			27			—		—			27
Postretirement benefits and other liabilities	438			118			—		3			559
Commitments and contingencies
Total liabilities	2,709			6,169			5,145		(10,721		)	3,302
Redeemable noncontrolling interests	—			15			—		—			15
Tenneco Inc. shareholders’ equity	3			1,223			291		(1,271		)	246
Noncontrolling interests	—			45			—		—			45
Total equity	3			1,268			291		(1,271		)	291
Total liabilities, redeemable noncontrolling interests and equity	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608

Statement of Cash Flows

STATEMENT OF CASH FLOWS

	Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	87		$	73		$	(27	)	$	—	$	133
Investing Activities
Proceeds from sale of assets	1			(1		)	—			—		—
Cash payments for plant, property, and equipment	(23		)	(31		)	—			—		(54		)
Cash payments for software related intangible assets	(6		)	—			—			—		(6		)
Changes in restricted cash	—			4			—			—		4
Net cash used by investing activities	(28		)	(28		)	—			—		(56		)
Financing Activities
Issuance of common and treasury shares	—			—			12			—		12
Retirement of long-term debt	—			(1		)	(2		)	—		(3		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			4			—			—		44
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			7			(91		)	—		(84		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(8		)	110			—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided (used) by financing activities	(62		)	(21		)	27			—		(56		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(19		)	—			—		(19		)
Increase (decrease) in cash and cash equivalents	(3		)	5			—			—		2
Cash and cash equivalents, April 1	4			229			—			—		233
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

	Three Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	122		$	24		$	(60	)	$	—	$	86
Investing Activities
Cash payments for plant, property, and equipment	(22		)	(38		)	—			—		(60		)
Cash payments for software related intangible assets	(1		)	(2		)	—			—		(3		)
Net cash used by investing activities	(23		)	(40		)	—			—		(63		)
Financing Activities
Retirement of long-term debt	—			(1		)	(21		)	—		(22		)
Debt issuance cost of long-term debt	—			—			(1		)	—		(1		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Increase (decrease) in bank overdrafts	—			(2		)	—			—		(2		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			41			(38		)	—		3
Net increase in short-term borrowings secured by accounts receivable	—			—			30			—		30
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(6		)	108			—		—
Capital contribution from noncontrolling interest partner	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(102		)	15			60			—		(27		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(8		)	—			—		(8		)
Increase (decrease) in cash and cash equivalents	(3		)	(9		)	—			—		(12		)
Cash and cash equivalents, April 1	3			190			—			—		193
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

	Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	(15	)	$	88		$	(32	)	$	—	$	41
Investing Activities
Proceeds from sale of assets	1			1			—			—		2
Cash payments for plant, property, and equipment	(55		)	(69		)	—			—		(124		)
Cash payments for software related intangible assets	(9		)	(3		)	—			—		(12		)
Changes in restricted cash	—			(5		)	—			—		(5		)
Net cash used by investing activities	(63		)	(76		)	—			—		(139		)
Financing Activities
Issuance of common and treasury shares	—			—			13			—		13
Retirement of long-term debt	—			(1		)	(7		)	—		(8		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			(5		)	—			—		35
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			10			97			—		107
Intercompany dividends and net increase (decrease) in intercompany obligations	35			34			(69		)	—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided by financing activities	$	75		$	15		$	32		$	—	$	122
Effect of foreign exchange rate changes on cash and cash equivalents	—			(12		)	—			—		(12		)
Increase (decrease) in cash and cash equivalents	(3		)	15			—			—		12
Cash and cash equivalents, January 1	4			219			—			—		223
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

	Six Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	124		$	3		$	(126	)	$	—	$	1
Investing Activities
Proceeds from sale of assets	—			1			—			—		1
Cash payments for plant, property, and equipment	(47		)	(78		)	—			—		(125		)
Cash payments for software related intangible assets	(2		)	(5		)	—			—		(7		)
Net cash used by investing activities	(49		)	(82		)	—			—		(131		)
Financing Activities
Retirement of long-term debt	—			(1		)	(402		)	—		(403		)
Issuance of long-term debt	—			—			250			—		250
Debt issuance cost of long-term debt	—			—			(13		)	—		(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			68			168			—		236
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			—			60			—		60
Intercompany dividends and net increase (decrease) in intercompany obligations	(76		)	(5		)	81			—		—
Capital contribution from noncontrolling interest partners	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(76		)	45			126			—		95
Effect of foreign exchange rate changes on cash and cash equivalents	—			2			—			—		2
Increase (decrease) in cash and cash equivalents	(1		)	(32		)	—			—		(33		)
Cash and cash equivalents, January 1	1			213			—			—		214
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

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Restructuring and Other Charges (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring Reserve [Abstract]

Roll Forward of Restructuring Reserve

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

	December 31, 2012 Restructuring Reserve		2013 Expenses		2013 Cash Payments			June 30, 2013 Restructuring Reserve
	(Millions)
Employee Severance and Termination Benefits		$—		$11		($6	)		$5

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Warranty Accrual Rollforward (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning Balance January 1,	$ 23	$ 26
Accruals related to product warranties	6	7
Reductions for payments made	(9)	(9)
Ending Balance June 30,	$ 20	$ 24

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Segment Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Segment Reporting [Line Items]
Revenues from external customers	$ 2,067	$ 1,920	$ 3,970	$ 3,832
Intersegment revenues	0	0	0	0
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	141	137	234	233
Total assets	3,939	3,627	3,939	3,627	3,608
Other Countries [Member]
Segment Reporting [Line Items]
Revenues from external customers	0	0	0	0
Intersegment revenues	0	0	0	0
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(22)	(13)	(43)	(36)
Total assets	0	0	0	0
Reclass and Elims
Segment Reporting [Line Items]
Revenues from external customers	0	0	0	0
Intersegment revenues	(47)	(55)	(100)	(113)
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	0	0	0	0
Total assets	37	29	37	29
Clean Air Division [Member] | North America [Member]
Segment Reporting [Line Items]
Revenues from external customers	687	671	1,333	1,340
Intersegment revenues	1	1	2	5
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	68	57	117	105
Total assets	1,099	1,021	1,099	1,021
Clean Air Division [Member] | Europe [Member]
Segment Reporting [Line Items]
Revenues from external customers	516	434	983	894
Intersegment revenues	26	29	57	59
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	18	20	29	36
Total assets	869	804	869	804
Clean Air Division [Member] | Asia Pacific
Segment Reporting [Line Items]
Revenues from external customers	203	169	386	325
Intersegment revenues	0	0	0	0
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	21	18	36	30
Total assets	451	384	451	384
Ride Performance Division [Member] | North America [Member]
Segment Reporting [Line Items]
Revenues from external customers	324	325	631	642
Intersegment revenues	3	3	5	5
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	36	37	61	72
Total assets	682	595	682	595
Ride Performance Division [Member] | Europe [Member]
Segment Reporting [Line Items]
Revenues from external customers	281	276	533	548
Intersegment revenues	9	14	21	28
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	14	16	24	26
Total assets	593	604	593	604
Ride Performance Division [Member] | Asia Pacific
Segment Reporting [Line Items]
Revenues from external customers	56	45	104	83
Intersegment revenues	8	8	15	16
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	6	2	10	0
Total assets	$ 208	$ 190	$ 208	$ 190

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012 United States [Member]	Jun. 30, 2013 Federal [Member]	Jun. 30, 2013 State [Member]
Income Tax [Line Items]
Income tax expense (benefit)	$ 47	$ 21	$ 59	$ 39
Net tax benefits related to US taxable income	13		13
Deferred tax assets related to NOL's	90		90
Impact on earnings related to reversal of valuation allowance					81
Federal net operating loss					$ 190
NOL's expiration period						tax years ending in 2022 through 2030	various tax years through 2032

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Summarization for Foreign Currency Forward Purchase and Sale Contracts (Detail) In Millions, unless otherwise specified	Jun. 30, 2013 Australian dollars [Member] USD ($)	Jun. 30, 2013 British pounds [Member] GBP (£)	Jun. 30, 2013 European euro [Member] EUR (€)	Jun. 30, 2013 South African rand [Member] ZAR	Jun. 30, 2013 Japanese yen [Member] JPY (¥)	Jun. 30, 2013 U.S. dollars [Member] USD ($)	Jun. 30, 2013 Other [Member] USD ($)
Derivative [Line Items]
Notional Amount in Foreign Currency, Purchase	$ 3	£ 8		103	¥ 159	$ 13	$ 1
Notional Amount in Foreign Currency, Sell	$ (2)		€ (8)		¥ (790)	$ (17)	$ (2)

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Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
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	$ 39
Negotiable financial instruments collected before maturity date and sold at discount	6
Negotiable Financial Instruments Not Redeemed And Used For Vendor Payment	18	12
Negotiable financial instruments received from one customer not redeemed	16	8
Negotiable financial instruments received classified as other current assets	16	8
Restricted cash	5	0
TMEL and Walker Plans [Member]
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	32
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	5	7
TMEL and Futaba [Member]
Financial Instruments [Line Items]
Maximum amount reimbursable under indemnity agreement	6
Australia [Member]
Financial Instruments [Line Items]
Number of subsidiaries	2
Restricted cash	$ 5

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Restructuring and Other Charges

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [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 the second quarter of 2013, we incurred $7 million in restructuring and related costs, primarily related to European cost reduction efforts, the ending of 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 $4 million was recorded in cost of sales and $3 million was recorded in SG&A. In the second quarter of 2012, we incurred $2 million in restructuring and related costs, primarily related to headcount reductions in South America, all of which was recorded in cost of sales. For the first six months of 2013, we have incurred $11 million in restructuring and related costs, primarily related to European cost reduction efforts, our exit from the distribution of aftermarket exhaust products, the ending of 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 $7 million was recorded in cost of sales and $4 million was recorded in SG&A. For the first six months of 2012, we incurred $3 million in restructuring and related costs primarily related to headcount reductions in South America, all of which was recorded in cost of sales.

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

	December 31, 2012 Restructuring Reserve		2013 Expenses		2013 Cash Payments			June 30, 2013 Restructuring Reserve
	(Millions)
Employee Severance and Termination Benefits		$—		$11		($6	)		$5

Under the terms of our amended and restated senior credit agreement that took effect on March 22, 2012, we are allowed to exclude $80 million of cash charges and expenses, before taxes, related to cost reduction initiatives incurred after March 22, 2012 from the calculation of the financial covenant ratios required under our senior credit facility. As of June 30, 2013, we have excluded $24 million in cumulative allowable charges relating to restructuring initiatives against the $80 million available under the terms of the senior credit facility.

On January 31, 2013, we announced our plan to reduce structural costs in Europe 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. $3 million of the total of $7 million we incurred in restructuring and related costs in the second quarter of 2013 was related to this initiative. $5 million of the total of $11 million we incurred in restructuring and related costs in the first six months of 2013 was related to this initiative. In 2012, we recorded non-cash charges of $4 million related to the closing of the Vittaryd facility.

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Consolidation and Presentation - Additional Information (Detail)	Jun. 30, 2013
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Range of percentages of investments, equity method investments	20.00%
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Range of percentages of investments, equity method investments	50.00%

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Roll Forward of Restructuring Reserve (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013 Severance [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve		$ 0
Expenses	(3)	11
Cash Payments		(6)
Restructuring Reserve		$ 5

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Common Stock

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Common Stock

Common Stock

Equity Plans — We have granted a variety of awards, including common stock, restricted stock, restricted stock units, performance units, stock appreciation rights (“SARs”), and stock options to our directors, officers, and employees.

Accounting Methods — We have recorded $1 million in compensation expense in each of the three month periods ended June 30, 2013 and 2012 and $3 million in compensation expense for each of the six month periods ended June 30, 2013 and 2012, related to nonqualified stock options as part of our selling, general and administrative expense. This resulted in a decrease of $0.02 in both basic and diluted earnings per share for the three month periods ended June 30, 2013 and 2012 and a decrease of $0.05 in both basic and diluted earnings per share for the six month periods ended June 30, 2013 and 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 June 30, 2013, there was approximately $8 million of unrecognized compensation costs related to our stock option awards that we expect to recognize over a weighted average period of 1.7 years.

Compensation expense for restricted stock, restricted stock units, long-term performance units and SARs was $5 million and $2 million for the three months ended June 30, 2013 and 2012, respectively, and $8 million for each of the six months ended June 30, 2013 and 2012 and was recorded in selling, general, and administrative expense in our condensed consolidated statements of income.

Cash received from stock option exercises for the six months ended June 30, 2013 and 2012 was $10 million and $2 million, respectively. Stock option exercises in the first six months of 2013 and 2012 would have generated an excess tax benefit of $3 million and $1 million, respectively. We did not record the excess tax benefit as we have federal and state net operating losses which were not being utilized.

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.

	Six Months Ended June 30,
	2013			2012
Stock Options Granted
Weighted average grant date fair value, per share	$	19.84		$	17.35
Weighted average assumptions used:
Expected volatility	66.4		%	73.5		%
Expected lives	4.9			4.7
Risk-free interest rates	0.7		%	0.8		%
Dividend 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:

	Six Months Ended June 30, 2013
	Shares Under Option		Weighted Avg. Exercise Prices		Weighted Avg. Remaining Life in Years	Aggregate Intrinsic Value
						(Millions)
Outstanding Stock Options
Outstanding, January 1, 2013	2,447,475		$	20.14	4.1	$	29
Granted	311,539		36.29
Canceled	(7,225	)	11.73
Forfeited	(14,920	)	14.59
Exercised	(82,622	)	19.96			1
Outstanding, March 31, 2013	2,654,247		$	22.12	4.3	$	41
Granted	388		38.90
Forfeited	(450	)	21.81
Exercised	(393,442	)	22.53			7
Outstanding, June 30, 2013	2,260,743		22.06		4.7	44

The weighted average grant-date fair value of options granted during the six months ended June 30, 2013 and 2012 was $19.84 and $17.49, respectively. The total fair value of shares vested was $3 million for both the periods ended June 30, 2013 and 2012.

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

	Six Months Ended June 30, 2013
	Shares		Weighted Avg. Grant Date Fair Value
Nonvested Restricted Shares
Nonvested balance at January 1, 2013	348,918		$	31.69
Granted	204,731		36.28
Vested	(154,160	)	29.54
Forfeited	—		—
Nonvested balance at March 31, 2013	399,489		$	34.88
Granted	226		38.90
Vested	(15,289	)	35.40
Forfeited	—		—
Nonvested balance at June 30, 2013	384,426		34.86

The fair value of restricted stock grants is equal to the average of the high and low trading price of our stock on the date of grant. As of June 30, 2013, approximately $9 million of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of approximately 2.0 years. The total fair value of restricted shares vested was $5 million and $4 million at June 30, 2013 and 2012, respectively.

In January 2013, our Board of Directors approved a share repurchase program, authorizing us to repurchase up to 550,000 shares of Tenneco’s outstanding common stock over a 12 months 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 45,000 shares during the second quarter of 2013 through open market purchases, which were funded through cash from operations at a total cost of $2 million at an average price of $44.56 per share. These repurchased shares are held as part of our treasury stock which increased to 2,339,692 shares at June 30, 2013 from 2,294,692 shares at December 31, 2012.

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 June 30, 2013, $18 million of total unrecognized compensation costs is expected to be recognized over a weighted-average period of approximately 2.1 years.

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Accounts Receivable Securitization

6 Months Ended

Jun. 30, 2013

Disclosure Accounts Receivables Additional Information [Abstract]

Accounts Receivable Securitization

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 2013, the North American program was amended and extended to March 21, 2014. 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, and the second priority facility also monetizes certain accounts receivable generated in the U.S. and 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 $50 million at both June 30, 2013 and December 31, 2012.

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 seven separate facilities. The commitments for these arrangements are generally for one year, but some may be canceled with notice 90 days prior to renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon 15 days, or less, notification. The amount of outstanding third-party investments in our securitized accounts receivable in Europe was $151 million and $94 million at June 30, 2013 and December 31, 2012, 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 Accounting Standards Codification (ASC) Topic 860, “Transfers and Servicing,” to report the transfer of financial assets in their entirety as a sale. The proceeds received in exchange for the transfer of accounts receivable under our European securitization programs approximates the fair value of such receivables. We recognized less than $1 million interest expense in each of the three month periods ended June 30, 2013 and 2012, and $1 million for each of the six month periods ended June 30, 2013 and 2012, relating to our North American securitization program. In addition, we recognized a loss of $1 million in each of the three month periods ended June 30, 2013 and 2012, and $2 million for each of the six month periods ended June 30, 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 three percent during both the first half of 2013 and 2012, respectively.

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CONDENSED 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	Tenneco Inc.	Noncontrolling Interests
Balance January 1 at Dec. 31, 2011		$ 1	$ 3,016	$ (382)	$ (2,379)	$ 256		$ 43
Balance January 1 at Dec. 31, 2011		62,101,335				1,694,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Premium on common stock issued pursuant to benefit plans			6
Other comprehensive income (loss)				(9)				1
Net income attributable to Tenneco Inc.	117				117
Net income								10
Dividends declared								(17)
Purchase of common stock through stock repurchase program, Shares						600,000
Purchase of common stock through stock repurchase program						18
Issued pursuant to benefit plans		152,705
Stock options exercised		115,016
Balance June 30 at Jun. 30, 2012	133	1	3,022	(391)	(2,262)	274	96	37
Balance June 30 at Jun. 30, 2012		62,369,056				2,294,692
Balance January 1 at Dec. 31, 2012	291	1	3,031	(408)	(2,104)	274		45
Balance January 1 at Dec. 31, 2012		62,789,382				2,294,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Premium on common stock issued pursuant to benefit plans			18
Other comprehensive income (loss)				(40)				(1)
Net income attributable to Tenneco Inc.	117				117
Net income								12
Dividends declared								(15)
Purchase of common stock through stock repurchase program, Shares						45,000
Purchase of common stock through stock repurchase program						2
Issued pursuant to benefit plans		156,357
Stock options exercised		491,064
Balance June 30 at Jun. 30, 2013	$ 380	$ 1	$ 3,049	$ (448)	$ (1,987)	$ 276	$ 339	$ 41
Balance June 30 at Jun. 30, 2013		63,436,803				2,339,692

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Pension Plans, Postretirement and Other Employee Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	0 Months Ended	6 Months Ended			6 Months Ended
	Jan. 02, 2012 retirement_plan	Jun. 30, 2013 United States Pension Plans of US Entity, Defined Benefit [Member]	Jun. 30, 2013 Foreign Pension Plans, Defined Benefit [Member]	Jun. 30, 2013 Pension Plans, Defined Benefit [Member]	Jun. 30, 2013 United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Employer contributions		$ 12	$ 15		$ 4
Employer estimated contributions				$ 32	$ 5
Retirement Savings Plan	1
Defined compensation plan, original employee match percentage on fifty percent of employee contributions	8.00%
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	2.00%

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Common Stock - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 31, 2013	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation, effect on earnings per share, basic		$ 0.02		$ 0.05
Share-based compensation, effect on earnings per share, diluted				$ 0.03
Share based compensation		$ 2	$ 3		$ 7	$ 7
Weighted average grant-date fair value of options granted				$ 17.49	$ 19.84
Total fair value of shares vested				3	3
Stock Repurchased during Period, Shares	550,000	45,000
Purchase of common stock through stock repurchase program		2
Treasury Stock Acquired, Average Cost Per Share		$ 44.56
Treasury Stock, Shares		2,339,692			2,339,692		2,294,692
Stock repurchase duration in 2012					12 months
Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation costs		8			8
Unrecognized compensation costs, weighted average period					1 year 8 months 12 days
Cash received from stock option exercises					10	2
Unrecorded tax benefit from stock options exercised					3	1
Restricted Stock, Restricted Stock Units, Long Term Performance Units, SARs [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation costs		18			18
Unrecognized compensation costs, weighted average period					2 years 1 month 6 days
Share based compensation		5	2		8	8
Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Unrecognized compensation costs		9			9
Unrecognized compensation costs, weighted average period					2 years 0 months 0 days
Total fair value of restricted shares vested					5	4
Selling, General and Administrative Expenses [Member] | Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense related to nonqualified stock options		$ 1	$ 1		$ 3	$ 3

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Foreign Exchange Forward Contracts Fair Value on Gross Basis (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Fair Value of Derivative Instruments, Asset Derivatives	$ 0	$ 1
Fair Value of Derivative Instruments, Liability Derivatives	0	0
Fair Value of Derivative Instruments	$ 0	$ 1
Term Of Foreign Currency Forward Purchase And Sales Contacts (less than one year)	1 year

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Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Operating Activities
Net cash provided (used) by operating activities	$ 133	$ 86	$ 41	$ 1
Investing Activities
Proceeds from sale of assets	0	0	2	1
Cash payments for plant, property, and equipment	(54)	(60)	(124)	(125)
Cash payments for software related intangible assets	(6)	(3)	(12)	(7)
Changes in restricted cash	4	0	(5)	0
Net cash (used) by investing activities	(56)	(63)	(139)	(131)
Financing Activities
Issuance of common shares	12	0	13	0
Retirement of long-term debt	(3)	(22)	(8)	(403)
Issuance of long-term debt	0	0	0	250
Debt issuance cost of long-term debt	0	(1)	0	(13)
Purchase of common stock under the share repurchase program	(2)	(18)	(2)	(18)
Increase (decrease) in bank overdrafts	44	(2)	35	0
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	(84)	3	107	236
Increase Decrease In Secured Short Term Debt		30	107	60
Intercompany dividends and net increase (decrease) in intercompany obligations	0	0	0	0
Capital contribution from noncontrolling interest partners	0	1	0	1
Distributions to noncontrolling interest partners	(23)	(18)	(23)	(18)
Net cash provided (used) by financing activities	(56)	(27)	122	95
Effect of foreign exchange rate changes on cash and cash equivalents	(19)	(8)	(12)	2
Increase (decrease) in cash and cash equivalents	2	(12)	12	(33)
Cash and cash equivalents, April 1 and January 1, respectively	233	193	223	214
Cash and cash equivalents, June 30	235	181	235	181
Guarantor Subsidiaries
Operating Activities
Net cash provided (used) by operating activities	87	122	(15)	124
Investing Activities
Proceeds from sale of assets	1		1	0
Cash payments for plant, property, and equipment	(23)	(22)	(55)	(47)
Cash payments for software related intangible assets	(6)	(1)	(9)	(2)
Changes in restricted cash	0		0
Net cash (used) by investing activities	(28)	(23)	(63)	(49)
Financing Activities
Issuance of common shares	0		0
Retirement of long-term debt	0	0	0	0
Issuance of long-term debt				0
Debt issuance cost of long-term debt		0		0
Purchase of common stock under the share repurchase program	0	0	0	0
Increase (decrease) in bank overdrafts	40	0	40
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	0	0		0
Increase Decrease In Secured Short Term Debt		0	0	0
Intercompany dividends and net increase (decrease) in intercompany obligations	(102)	(102)	35	(76)
Capital contribution from noncontrolling interest partners		0		0
Distributions to noncontrolling interest partners	0	0	0	0
Net cash provided (used) by financing activities	(62)	(102)	75	(76)
Effect of foreign exchange rate changes on cash and cash equivalents	0	0	0	0
Increase (decrease) in cash and cash equivalents	(3)	(3)	(3)	(1)
Cash and cash equivalents, April 1 and January 1, respectively	4	3	4	1
Cash and cash equivalents, June 30	1	0	1	0
Non-Guarantor Subsidiaries
Operating Activities
Net cash provided (used) by operating activities	73	24	88	3
Investing Activities
Proceeds from sale of assets	(1)		1	1
Cash payments for plant, property, and equipment	(31)	(38)	(69)	(78)
Cash payments for software related intangible assets	0	(2)	(3)	(5)
Changes in restricted cash	4		(5)
Net cash (used) by investing activities	(28)	(40)	(76)	(82)
Financing Activities
Issuance of common shares	0		0
Retirement of long-term debt	(1)	(1)	(1)	(1)
Issuance of long-term debt				0
Debt issuance cost of long-term debt		0		0
Purchase of common stock under the share repurchase program	0	0	0	0
Increase (decrease) in bank overdrafts	4	(2)	(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	7	41		68
Increase Decrease In Secured Short Term Debt		0	10	0
Intercompany dividends and net increase (decrease) in intercompany obligations	(8)	(6)	34	(5)
Capital contribution from noncontrolling interest partners		1		1
Distributions to noncontrolling interest partners	(23)	(18)	(23)	(18)
Net cash provided (used) by financing activities	(21)	15	15	45
Effect of foreign exchange rate changes on cash and cash equivalents	(19)	(8)	(12)	2
Increase (decrease) in cash and cash equivalents	5	(9)	15	(32)
Cash and cash equivalents, April 1 and January 1, respectively	229	190	219	213
Cash and cash equivalents, June 30	234	181	234	181
Tenneco Inc
Operating Activities
Net cash provided (used) by operating activities	(27)	(60)	(32)	(126)
Investing Activities
Proceeds from sale of assets	0		0	0
Cash payments for plant, property, and equipment	0	0	0	0
Cash payments for software related intangible assets	0	0	0	0
Changes in restricted cash	0		0
Net cash (used) by investing activities	0	0	0	0
Financing Activities
Issuance of common shares	12		13
Retirement of long-term debt	(2)	(21)	(7)	(402)
Issuance of long-term debt				250
Debt issuance cost of long-term debt		(1)		(13)
Purchase of common stock under the share repurchase program	(2)	(18)	(2)	(18)
Increase (decrease) in bank overdrafts	0	0	0
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	(91)	(38)		168
Increase Decrease In Secured Short Term Debt		30	97	60
Intercompany dividends and net increase (decrease) in intercompany obligations	110	108	(69)	81
Capital contribution from noncontrolling interest partners		0		0
Distributions to noncontrolling interest partners	0	0	0	0
Net cash provided (used) by financing activities	27	60	32	126
Effect of foreign exchange rate changes on cash and cash equivalents	0	0	0	0
Increase (decrease) in cash and cash equivalents	0	0	0	0
Cash and cash equivalents, April 1 and January 1, respectively	0	0	0	0
Cash and cash equivalents, June 30	0	0	0	0
Reclass and Elims
Operating Activities
Net cash provided (used) by operating activities	0	0	0	0
Investing Activities
Proceeds from sale of assets	0		0	0
Cash payments for plant, property, and equipment	0	0	0	0
Cash payments for software related intangible assets	0	0	0	0
Changes in restricted cash	0		0
Net cash (used) by investing activities	0	0	0	0
Financing Activities
Issuance of common shares	0		0
Retirement of long-term debt	0	0	0	0
Issuance of long-term debt				0
Debt issuance cost of long-term debt		0		0
Purchase of common stock under the share repurchase program	0	0	0	0
Increase (decrease) in bank overdrafts	0	0	0
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	0	0		0
Increase Decrease In Secured Short Term Debt		0	0	0
Intercompany dividends and net increase (decrease) in intercompany obligations	0	0	0	0
Capital contribution from noncontrolling interest partners		0		0
Distributions to noncontrolling interest partners	0	0	0	0
Net cash provided (used) by financing activities	0	0	0	0
Effect of foreign exchange rate changes on cash and cash equivalents	0	0	0	0
Increase (decrease) in cash and cash equivalents	0	0	0	0
Cash and cash equivalents, April 1 and January 1, respectively	0	0	0	0
Cash and cash equivalents, June 30	$ 0	$ 0	$ 0	$ 0

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Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

In connection with the organizational changes announced on February 14, 2013 that aligned our businesses along product lines, effective with the first quarter of 2013, our three prior geographic reportable segments have each been split into two product segments. Beginning with the first quarter of 2013, we are managed and organized along our two major product lines (emission control and ride control) 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 ride control or emission control 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.

The following table summarizes certain Tenneco Inc. segment information:

	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 June 30, 2013 and for the Three Months Ended June 30, 2013
Revenues from external customers	$	687	$	516	$	203	$	324	$	281	$	56	$	—		$	—		$	2,067
Intersegment revenues	1		26		—		3		9		8		—			(47		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	68		18		21		36		14		6		(22		)	—			141
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Three Months Ended June 30, 2012
Revenues from external customers	671		434		169		325		276		45		—			—			1,920
Intersegment revenues	1		29		—		3		14		8		—			(55		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	57		20		18		37		16		2		(13		)	—			137
Total assets	1,021		804		384		595		604		190		—			29			3,627
At June 30, 2013 and for the Six Months Ended June 30, 2013
Revenues from external customers	$	1,333	$	983	$	386	$	631	$	533	$	104	$	—		$	—		$	3,970
Intersegment revenues	2		57		—		5		21		15		—			(100		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	117		29		36		61		24		10		(43		)	—			234
Total assets	1,099		869		451		682		593		208		—			37			3,939
At June 30, 2012 and for the Six Months Ended June 30, 2012
Revenues from external customers	1,340		894		325		642		548		83		—			—			3,832
Intersegment revenues	5		59		—		5		28		16		—			(113		)	—
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests	105		36		30		72		26		—		(36		)	—			233
Total assets	1,021		804		384		595		604		190		—			29			3,627

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

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

	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012		Six Months Ended June 30, 2013		Six Months Ended June 30, 2012
	(Millions Except Share and Per Share Amounts)
Basic earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Earnings per share of common stock	$	1.04	$	1.45	$	1.94	$	1.95
Diluted earnings per share —
Net income attributable to Tenneco Inc.	$	63	$	87	$	117	$	117
Weighted Average shares of common stock outstanding	60,542,361		59,992,055		60,424,540		60,067,205
Effect of dilutive securities:
Restricted stock	170,950		109,722		157,551		139,995
Stock options	1,010,813		1,159,094		950,459		1,263,313
Weighted Average shares of common stock outstanding including dilutive securities	61,724,124		61,260,871		61,532,550		61,470,513
Earnings per share of common stock	$	1.02	$	1.42	$	1.91	$	1.90

Options to purchase 830,486 and 524,701 shares of common stock were outstanding as of June 30, 2013 and 2012, respectively, but not included in the computation of diluted earnings per share respectively, because the options were anti-dilutive.

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Long-Term Debt and Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Financial Ratios under Senior Credit Facility

The financial ratios required under the amended and restated senior credit facility, and the actual ratios we achieved for the two quarters of 2013, are as follows:

	Quarter Ended
	March 31, 2013		June 30, 2013
	Required	Actual	Required	Actual
Leverage Ratio (maximum)	3.50	1.98	3.50	1.79
Interest Coverage Ratio (minimum)	2.55	8.39	2.55	8.74

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Supplemental Guarantor Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Guarantor Condensed Consolidating Financial Statements

Supplemental Guarantor Condensed Consolidating Financial Statements

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 2018 and 2020 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.

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 Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	904		$	1,163		$	—		$	—		$	2,067
Affiliated companies	92			141			—			(233		)	—
	996			1,304			—			(233		)	2,067
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	776			1,192			—			(232		)	1,736
Engineering, research, and development	14			19			—			—			33
Selling, general, and administrative	45			60			1			—			106
Depreciation and amortization of other intangibles	19			31			—			—			50
	854			1,302			1			(232		)	1,925
Other income (expense)
Loss on sale of receivables	—			(1		)	—			—			(1		)
Other income (loss)	34			5			—			(39		)	—
	34			4			—			(39		)	(1		)
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	176			6			(1		)	(40		)	141
Interest expense —
External (net of interest capitalized)	(1		)	1			20			—			20
Affiliated companies (net of interest income)	18			(18		)	—			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	159			23			(21		)	(40		)	121
Income tax expense	40			7			—			—			47
Equity in net income (loss) from affiliated companies	2			—			84			(86		)	—
Net Income	121			16			63			(126		)	74
Less: Net income attributable to noncontrolling interests	—			11			—			—			11
Net income (loss) attributable to Tenneco Inc.	$	121		$	5		$	63		$	(126	)	$	63
Comprehensive income (loss) attributable to Tenneco Inc.	$	126		$	(18	)	$	63		$	(126	)	$	45

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	897	$	1,023		$	—		$	—		$	1,920
Affiliated companies	45		145			—			(190		)	—
	942		1,168			—			(190		)	1,920
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	771		1,014			—			(190		)	1,595
Engineering, research, and development	12		16			—			—			28
Selling, general, and administrative	38		70			1			—			109
Depreciation and amortization of other intangibles	18		32			—			—			50
	839		1,132			1			(190		)	1,782
Other income (expense)
Loss on sale of receivables	—		(1		)	—			—			(1		)
Other income (expense)	43		(4		)	—			(39		)	—
	43		(5		)	—			(39		)	(1		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	146		31			(1		)	(39		)	137
Interest expense —
External (net of interest capitalized)	—		1			20			—			21
Affiliated companies (net of interest income)	58		(23		)	(35		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	88		53			14			(39		)	116
Income tax expense	5		16			—			—			21
Equity in net income (loss) from affiliated companies	29		—			73			(102		)	—
Net income (loss)	112		37			87			(141		)	95
Less: Net income attributable to noncontrolling interests	—		8			—			—			8
Net income (loss) attributable to Tenneco Inc.	$	112	$	29		$	87		$	(141	)	$	87
Comprehensive income (loss) attributable to Tenneco Inc.	$	102	$	1		$	87		$	(141	)	$	49

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,756		$	2,214		$	—		$	—		$	3,970
Affiliated companies	171			291			—			(462		)	—
	1,927			2,505			—			(462		)	3,970
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,518			2,283			—			(461		)	3,340
Goodwill impairment charge	—			—			—			—			—
Engineering, research, and development	29			39			—			—			68
Selling, general, and administrative	98			124			3			—			225
Depreciation and amortization of other intangibles	38			62			—			—			100
	1,683			2,508			3			(461		)	3,733
Other income (expense)
Loss on sale of receivables	—			(2		)	—			—			(2		)
Other income (expense)	33			5			—			(39		)	(1		)
	33			3			—			(39		)	(3		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	277			—			(3		)	(40		)	234
Interest expense —
External (net of interest capitalized)	(1		)	2			39			—			40
Affiliated companies (net of interest income)	36			(37		)	1			—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	242			35			(43		)	(40		)	194
Income tax expense	46			13			—			—			59
Equity in net income (loss) from affiliated companies	(3		)	—			160			(157		)	—
Net income (loss)	193			22			117			(197		)	135
Less: Net income attributable to noncontrolling interests	—			18			—			—			18
Net income (loss) attributable to Tenneco Inc.	$	193		$	4		$	117		$	(197	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	193		$	(36	)	$	117		$	(197	)	$	77

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

	For the Six Months Ended June 30, 2012
	Guarantor Subsidiaries		Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims			Consolidated
	(Millions)
Revenues
Net sales and operating revenues —
External	$	1,787	$	2,045		$	—		$	—		$	3,832
Affiliated companies	96		297			—			(393		)	—
	1,883		2,342			—			(393		)	3,832
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below)	1,618		1,977			—			(393		)	3,202
Goodwill impairment charge	—		—			—			—			—
Engineering, research, and development	28		38			—			—			66
Selling, general, and administrative	77		147			3			—			227
Depreciation and amortization of other intangibles	36		63			—			—			99
	1,759		2,225			3			(393		)	3,594
Other income (expense)
Loss on sale of receivables	—		(2		)	—			—			(2		)
Other income (expense)	46		(10		)	—			(39		)	(3		)
	46		(12		)	—			(39		)	(5		)
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies	170		105			(3		)	(39		)	233
Interest expense —
External (net of interest capitalized)	—		2			61			—			63
Affiliated companies (net of interest income)	112		(42		)	(70		)	—			—
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies	58		145			6			(39		)	170
Income tax expense	7		32			—			—			39
Equity in net income (loss) from affiliated companies	97		—			111			(208		)	—
Net income (loss)	148		113			117			(247		)	131
Less: Net income attributable to noncontrolling interests	—		14			—			—			14
Net income (loss) attributable to Tenneco Inc.	$	148	$	99		$	117		$	(247	)	$	117
Comprehensive income (loss) attributable to Tenneco Inc.	$	145	$	93		$	117		$	(247	)	$	108

BALANCE SHEET

	June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1		$	234		$	—	$	—		$	235
Restricted cash	—			5			—		—			5
Receivables, net	488			1,227			30		(527		)	1,218
Inventories	273			396			—		—			669
Deferred income taxes	90			—			6		(24		)	72
Prepayments and other	39			209			—		—			248
Total current assets	891			2,071			36		(551		)	2,447
Other assets:
Investment in affiliated companies	518			—			870		(1,388		)	—
Notes and advances receivable from affiliates	960			5,768			4,660		(11,388		)	—
Long-term receivables, net	6			2			—		—			8
Goodwill	21			48			—		1			70
Intangibles, net	15			17			—		—			32
Deferred income taxes	116			11			24		—			151
Other	48			48			26		(1		)	121
	1,684			5,894			5,580		(12,776		)	382
Plant, property, and equipment, at cost	1,129			2,204			—		—			3,333
Less — Accumulated depreciation and amortization	(781		)	(1,442		)	—		—			(2,223		)
	348			762			—		—			1,110
Total assets	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	120		$	—	$	—		$	120
Short-term debt — affiliated	62			262			9		(333		)	—
Trade payables	522			975			—		(158		)	1,339
Accrued taxes	12			23			1		—			36
Other	120			230			9		(60		)	299
Total current liabilities	716			1,610			19		(551		)	1,794
Long-term debt — non-affiliated	—			8			1,150		—			1,158
Long-term debt — affiliated	1,515			5,806			4,067		(11,388		)	—
Deferred income taxes	—			26			—		—			26
Postretirement benefits and other liabilities	467			98			—		3			568
Commitments and contingencies
Total liabilities	2,698			7,548			5,236		(11,936		)	3,546
Redeemable noncontrolling interests	—			13			—		—			13
Tenneco Inc. shareholders’ equity	225			1,125			380		(1,391		)	339
Noncontrolling interests	—			41			—		—			41
Total equity	225			1,166			380		(1,391		)	380
Total liabilities, redeemable noncontrolling interests and equity	$	2,923		$	8,727		$	5,616	$	(13,327	)	$	3,939

BALANCE SHEET

	December 31, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)		Reclass & Elims			Consolidated
	(Millions)
ASSETS
Current assets:
Cash and cash equivalents	$	4		$	219		$	—	$	—		$	223
Receivables, net	341			1,268			30		(653		)	986
Inventories	278			389			—		—			667
Deferred income taxes	91			—			6		(25		)	72
Prepayments and other	28			148			—		—			176
Total current assets	742			2,024			36		(678		)	2,124
Other assets:
Investment in affiliated companies	551			—			717		(1,268		)	—
Notes and advances receivable from affiliates	957			4,495			4,594		(10,046		)	—
Long-term receivables, net	2			2			—		—			4
Goodwill	21			51			—		—			72
Intangibles, net	18			17			—		—			35
Deferred income taxes	55			1			60		—			116
Other	31			75			29		—			135
	1,635			4,641			5,400		(11,314		)	362
Plant, property, and equipment, at cost	1,098			2,267			—		—			3,365
Less — Accumulated depreciation and amortization	(763		)	(1,480		)	—		—			(2,243		)
	335			787			—		—			1,122
Total assets	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt (including current maturities of long-term debt)
Short-term debt — non-affiliated	$	—		$	112		$	1	$	—		$	113
Short-term debt — affiliated	250			173			10		(433		)	—
Trade payables	423			954			—		(191		)	1,186
Accrued taxes	16			34			—		—			50
Other	135			210			9		(54		)	300
Total current liabilities	824			1,483			20		(678		)	1,649
Long-term debt — non-affiliated	—			8			1,059		—			1,067
Long-term debt — affiliated	1,447			4,533			4,066		(10,046		)	—
Deferred income taxes	—			27			—		—			27
Postretirement benefits and other liabilities	438			118			—		3			559
Commitments and contingencies
Total liabilities	2,709			6,169			5,145		(10,721		)	3,302
Redeemable noncontrolling interests	—			15			—		—			15
Tenneco Inc. shareholders’ equity	3			1,223			291		(1,271		)	246
Noncontrolling interests	—			45			—		—			45
Total equity	3			1,268			291		(1,271		)	291
Total liabilities, redeemable noncontrolling interests and equity	$	2,712		$	7,452		$	5,436	$	(11,992	)	$	3,608

STATEMENT OF CASH FLOWS

	Three Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	87		$	73		$	(27	)	$	—	$	133
Investing Activities
Proceeds from sale of assets	1			(1		)	—			—		—
Cash payments for plant, property, and equipment	(23		)	(31		)	—			—		(54		)
Cash payments for software related intangible assets	(6		)	—			—			—		(6		)
Changes in restricted cash	—			4			—			—		4
Net cash used by investing activities	(28		)	(28		)	—			—		(56		)
Financing Activities
Issuance of common and treasury shares	—			—			12			—		12
Retirement of long-term debt	—			(1		)	(2		)	—		(3		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			4			—			—		44
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			7			(91		)	—		(84		)
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(8		)	110			—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided (used) by financing activities	(62		)	(21		)	27			—		(56		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(19		)	—			—		(19		)
Increase (decrease) in cash and cash equivalents	(3		)	5			—			—		2
Cash and cash equivalents, April 1	4			229			—			—		233
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

	Three Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	122		$	24		$	(60	)	$	—	$	86
Investing Activities
Cash payments for plant, property, and equipment	(22		)	(38		)	—			—		(60		)
Cash payments for software related intangible assets	(1		)	(2		)	—			—		(3		)
Net cash used by investing activities	(23		)	(40		)	—			—		(63		)
Financing Activities
Retirement of long-term debt	—			(1		)	(21		)	—		(22		)
Debt issuance cost of long-term debt	—			—			(1		)	—		(1		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Increase (decrease) in bank overdrafts	—			(2		)	—			—		(2		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt	—			41			(38		)	—		3
Net increase in short-term borrowings secured by accounts receivable	—			—			30			—		30
Intercompany dividends and net increase (decrease) in intercompany obligations	(102		)	(6		)	108			—		—
Capital contribution from noncontrolling interest partner	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(102		)	15			60			—		(27		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			(8		)	—			—		(8		)
Increase (decrease) in cash and cash equivalents	(3		)	(9		)	—			—		(12		)
Cash and cash equivalents, April 1	3			190			—			—		193
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

	Six Months Ended June 30, 2013
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	(15	)	$	88		$	(32	)	$	—	$	41
Investing Activities
Proceeds from sale of assets	1			1			—			—		2
Cash payments for plant, property, and equipment	(55		)	(69		)	—			—		(124		)
Cash payments for software related intangible assets	(9		)	(3		)	—			—		(12		)
Changes in restricted cash	—			(5		)	—			—		(5		)
Net cash used by investing activities	(63		)	(76		)	—			—		(139		)
Financing Activities
Issuance of common and treasury shares	—			—			13			—		13
Retirement of long-term debt	—			(1		)	(7		)	—		(8		)
Purchase of common stock under the share repurchase program	—			—			(2		)	—		(2		)
Increase (decrease) in bank overdrafts	40			(5		)	—			—		35
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			10			97			—		107
Intercompany dividends and net increase (decrease) in intercompany obligations	35			34			(69		)	—		—
Distributions to noncontrolling interest partners	—			(23		)	—			—		(23		)
Net cash provided by financing activities	$	75		$	15		$	32		$	—	$	122
Effect of foreign exchange rate changes on cash and cash equivalents	—			(12		)	—			—		(12		)
Increase (decrease) in cash and cash equivalents	(3		)	15			—			—		12
Cash and cash equivalents, January 1	4			219			—			—		223
Cash and cash equivalents, June 30 (Note)	$	1		$	234		$	—		$	—	$	235

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

	Six Months Ended June 30, 2012
	Guarantor Subsidiaries			Nonguarantor Subsidiaries			Tenneco Inc. (Parent Company)			Reclass & Elims		Consolidated
	(Millions)
Operating Activities
Net cash provided (used) by operating activities	$	124		$	3		$	(126	)	$	—	$	1
Investing Activities
Proceeds from sale of assets	—			1			—			—		1
Cash payments for plant, property, and equipment	(47		)	(78		)	—			—		(125		)
Cash payments for software related intangible assets	(2		)	(5		)	—			—		(7		)
Net cash used by investing activities	(49		)	(82		)	—			—		(131		)
Financing Activities
Retirement of long-term debt	—			(1		)	(402		)	—		(403		)
Issuance of long-term debt	—			—			250			—		250
Debt issuance cost of long-term debt	—			—			(13		)	—		(13		)
Purchase of common stock under the share repurchase program	—			—			(18		)	—		(18		)
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables	—			68			168			—		236
Net increase (decrease) in short-term borrowings secured by accounts receivables	—			—			60			—		60
Intercompany dividends and net increase (decrease) in intercompany obligations	(76		)	(5		)	81			—		—
Capital contribution from noncontrolling interest partners	—			1			—			—		1
Distributions to noncontrolling interest partners	—			(18		)	—			—		(18		)
Net cash provided (used) by financing activities	(76		)	45			126			—		95
Effect of foreign exchange rate changes on cash and cash equivalents	—			2			—			—		2
Increase (decrease) in cash and cash equivalents	(1		)	(32		)	—			—		(33		)
Cash and cash equivalents, January 1	1			213			—			—		214
Cash and cash equivalents, June 30 (Note)	$	—		$	181		$	—		$	—	$	181

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

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 01, 2013
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	TENNECO INC
Entity Central Index Key	0001024725
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		61,095,991

XML

Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Carrying and Estimated Fair Value

The carrying and estimated fair values of our financial instruments by class at June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Millions)
Long-term debt (including current maturities)	$	1,160	$	1,217	$	1,070	$	1,136
Instruments with off-balance sheet risk:
Foreign exchange forward contracts:
Asset derivative contracts	—		—		1		1

Foreign Exchange Forward Contracts Fair Value on Gross Basis

The fair value of our foreign exchange forward contracts, presented on a gross basis at June 30, 2013 and December 31, 2012, respectively, was as follows:

	Fair Value of Derivative Instruments
	June 30, 2013						December 31, 2012
	Asset Derivatives		Liability Derivatives		Total		Asset Derivatives	Liability Derivatives		Total
	(Millions)
Foreign exchange forward contracts		$—		$—		$—	$1		$—		$1

Fair Value of Financial Assets on Recurring Basis

The fair value of our recurring financial assets at June 30, 2013 and December 31, 2012, respectively, are as follows:

	June 30, 2013				December 31, 2012
	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
	(Millions)
Financial Assets:
Foreign exchange forward contracts	n/a	$	—	n/a	n/a	$	1	n/a

Fair Value Hierarchy

The fair value hierarchy definition prioritizes the inputs used in measuring fair value into the following levels:

Level 1	—	Quoted prices in active markets for identical assets or liabilities.
Level 2	—	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3	—	Unobservable inputs based on our own assumptions.

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 June 30, 2013 (all of which mature in 2013):

		Notional Amount in Foreign Currency
		(Millions)
Australian dollars	—Purchase	3
	—Sell	(2	)
British pounds	—Purchase	8
European euro	—Sell	(8	)
South African rand	—Purchase	103
Japanese yen	—Purchase	159
	—Sell	(790	)
U.S. dollars	—Purchase	13
	—Sell	(17	)
Other	—Purchase	1
	—Sell	(2	)