8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 11, 2017 (January 11, 2017)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 11, 2017, Tenneco Inc. announced its expectations regarding 2017, 2018 and 2019 revenue growth, which it is providing at the Deutsche Bank Global Auto Industry Conference. The expectations are described in the company’s press release, dated January 11, 2017, and in the following slides that are excerpted from the presentation the company is delivering at the Deutsche Bank Global Auto Industry Conference. The company’s press release and the excerpted slides are incorporated herein by reference and are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. In addition, a complete copy of the slides presented at the conference is available on the financial section of the Tenneco website at www.tenneco.com. The contents of the company’s website are not, however, a part of this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press release issued January 11, 2017
99.2	Excerpts from January 11, 2017 Presentation

SIGNATURES

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

	TENNECO INC.
Date: January 11, 2017	By:	/s/ James D. Harrington
		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Tenneco Provides Revenue Growth Outlook

Expects to Continue Outpacing Industry Production

Detroit, MI, January 11, 2017 – Tenneco Inc. (NYSE: TEN) today announced that in 2017 the company expects to outpace light vehicle industry production* by 4 percentage points, which is at the mid-point of last year’s estimate for outgrowing the industry in 2017. In total, Tenneco expects year-over-year revenue growth of 5%. This growth assumes current industry production forecasts and is at 2016 constant currency.

Tenneco Chairman and CEO Gregg Sherrill provided the company’s revenue outlook at the Deutsche Bank Global Auto Industry Conference in Detroit. “Tenneco has outpaced industry production by more than 3 percentage points over the last 10 years and I am pleased that our revenue outlook for 2017 builds on this proven track record of growth with contributions from both our Clean Air and Ride Performance product lines.”

The company expects revenue growth will be driven by:

• An outstanding position on light vehicle platforms globally;

• Regulatory-driven Clean Air content;

• Increasing demand for advanced suspension systems, and;

• Tenneco’s global aftermarket leadership.

Assumptions for the 2017 revenue outlook include:

• Global industry light vehicle production* growth of 1%;

• Global commercial truck production** growth of about 2%, and;

• Growth in off-highway engine production** in regulated regions (North America and Europe) of about 2%.

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In 2018 and 2019, Tenneco expects continued revenue growth, outpacing industry production by 3 to 5 percentage points each year. These estimates also exclude the impact of currency.

Tenneco will report its fourth quarter and full-year 2016 financial results on February 7, 2017.

* IHS Automotive December 2016 global light vehicle production.

** Power Systems Research January 2017 global commercial truck and bus production, PSR off-highway engine production in North America and Europe, and Tenneco estimates.

Tenneco is an $8.2 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 30,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of clean air and ride performance products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco’s principal brand names are Monroe^®, Walker^®, XNOx™ and Clevite^®Elastomers.

Revenue estimates in this release are based on OE manufacturers’ programs that have been formally awarded to the company; programs where Tenneco is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco’s status as supplier for the existing program and its relationship with the customer. These revenue estimates are also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our revenue estimate methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. For certain additional assumptions upon which these estimates are based, see the slides accompanying the January 11, 2017 webcast, which will be available on the financial section of the Tenneco website at www.tenneco.com.

This press release contains forward-looking statements. Words such as “may,” “expects,” “anticipate,” “projects,” “will,” “outlook” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company’s plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are:(i) general economic, business and market conditions; (ii) changes in consumer demand, prices and the company’s ability to have our products included on top selling vehicles, including any shifts in consumer preferences to lower margin vehicles, for which we may or may not have supply arrangements; (iii) changes in automotive and commercial vehicle manufacturers’ production rates and their actual and forecasted requirements for the company’s products such as significant production cuts that automotive manufacturers may take in response to difficult economic conditions; (iv) the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by the company’s awarded book of business which is based on anticipated pricing and volumes over the life of the applicable program; and (v) 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. The company undertakes no obligation to update any forward-looking statement to reflect

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events or circumstances after the date of this press release. Additional information regarding these and other risk factors and uncertainties is detailed from time to time in the company’s SEC filings, including but not limited to its annual report on Form 10-K for the year ended December 31, 2015.

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Contacts:
Bill Dawson	Linae Golla
Media inquiries	Investor inquires
847 482-5807	847 482-5162
bdawson@tenneco.com	lgolla@tenneco.com

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EX-99.2

Exhibit 99.2

Exhibit 99.2 X Revenue Outlook

2017 Revenue Outlook (in 2016 constant currency) Expect to outpace industry production by 4%, with contributions from both product lines 2018-2019 Revenue Outlook Expect to outpace industry production by 3%-5%

Outstanding platform position Tightening criteria pollutant emissions regulations Increasing demand for advanced suspension systems Global aftermarket leadership +5% 2016 2017 Total Revenue Total Revenue +1%* +4% LV Industry Production Organic Growth 2017 Currency Sensitivity Impact vs. 2016 Euro/USD RMB/USD Real/USD – 1.10 0.150 0.291 (2.5%) 1.05 0.143 0.278 (5.0%) 1.00 0.136 0.265 * IHS Automotive December 2016 global light vehicle production. ** Power Systems Research (PSR) January 2017 global commercial truck and bus production, PSR off-highway engine production in North America and Europe and Tenneco estimates. See slide 31 for further key assumptions related to our revenue projections. 2017 Assumptions Global commercial truck production +2%** Off-highway engine production in regulated regions +2%** (NA and Europe) Organic growth is net of OE price downs 5906 CORP-1/17 (18)

X Tenneco’s Revenue Outlook Tenneco’s revenue outlook for 2017 is as of January 2017. Revenue assumptions are based on projected customer production schedules, IHS Automotive December 2016 forecasts, Power Systems Research January 2017 forecasts and Tenneco estimates. Tenneco’s revenue outlook for 2018 and 2019 is as of January 2017. Revenue assumptions are based on projected customer production schedules, IHS Automotive December 2016 forecasts, Power Systems Research January 2017 forecasts and Tenneco estimates. In addition to the information set forth on this slide and slide 18, Tenneco’s revenue outlook is based on the type of information set forth under “Outlook” in Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as set forth in Tenneco’s Annual Report on Form 10-K for the year ended December 31, 2015. Please see that disclosure for further information. Key additional assumptions and limitations described in that disclosure include: • Revenue projections are based on original equipment manufacturers’ programs that have been formally awarded to the company; programs where the company is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco’s status as supplier for the existing program and its relationship with the customer. • Revenue projections are based on the anticipated pricing of each program over its life. • Revenue projections assume a fixed foreign currency value. This value is used to translate foreign business to the U.S. dollar. • Revenue projections are subject to increase or decrease due to changes in customer requirements, customer and consumer preferences, the number of vehicles actually produced by our customers and pricing. Tenneco’s revenue outlook constitutes a forward-looking statement. We also refer you to the cautionary language regarding our forward-looking statements set forth in the Safe Harbor statement on slide 2. 5906 CORP-1/17 (31)