Tenneco Reports Improved Year-Over-Year Third Quarter Results on Record High Revenue Growth

- Revenue up 39% driven by North America diesel launches

Tenneco Reports Improved Year-Over-Year Third Quarter Results on Record High Revenue Growth

LAKE FOREST, Ill., Oct. 30 /PRNewswire-FirstCall/ -- Tenneco (NYSE: TEN) reported third quarter net income of $21 million, or 45-cents per diluted share, up from $7 million, or 16-cents per diluted share in third quarter 2006. Adjusted for the items below, net income was $19 million, or 39-cents per diluted share, versus net income of $11 million, or 26-cents per diluted share a year ago (the tables in this press release reconcile GAAP results to non-GAAP results). The comparative 2006 results reflect adjustments made in Tenneco's restated financial statements filed in August 2007.

EBIT (earnings before interest, taxes and minority interest) was $57 million, a 31% increase over $43 million a year ago. Adjusted EBIT was $65 million, versus $50 million in third quarter 2006. Strong OE volumes in North America from new diesel platform launches and growth in China drove the improvement.

EBITDA (EBIT before depreciation and amortization) was $109 million, up from $88 million in third quarter 2006. Adjusted EBITDA was $117 million, compared to $95 million the prior year.

Third quarter revenue rose to $1.556 billion from $1.121 billion in third quarter 2006. Revenue in the quarter included $430 million in substrate sales, a 94% increase over third quarter 2006. Excluding substrate sales and favorable currency of $68 million, revenue was $1.069 billion versus $900 million a year ago. The revenue increase was driven by volume ramp-ups on platform launches in North America and higher OE revenues in Europe and Asia, more than offsetting lower aftermarket sales in North America and Europe.

    Adjusted third quarter 2007 and 2006 results:

                                     Q3 2007                  Q3 2006
                                         Net    Per               Net    Per
                            EBITDA EBIT Income Share EBITDA EBIT Income Share
    Earnings Measures        $109   $57   $21  $0.45   $88   $43    $7  $0.16

    Adjustments (reflects
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses                 3     3     3   0.05     7     7     4   0.10
      New aftermarket
       customer changeover
       costs                    5     5     3   0.06     -     -     -      -
      Tax Adjustments           -     -    (8) (0.17)    -     -     -      -

    Non-GAAP earnings
     measures                $117   $65   $19  $0.39   $95   $50   $11  $0.26


    Third quarter 2007 adjustments:
    --  Restructuring and restructuring related expenses of $3 million pre-
        tax, or 5-cents per diluted share;
    --  Aftermarket customer changeover costs of $5 million pre-tax, or 6-
        cents per diluted share (customer changeover costs are expenses
        incurred to replace competitors' products with Tenneco products);
    --  Tax benefits of $8 million, or 17-cents per diluted share, related to
        a reduction in income tax rates in Germany and adjustments for prior
        year income tax returns.

    Third quarter 2006 adjustments:
    --  Restructuring and restructuring related expenses of $7 million pre-tax
        or 10-cents per diluted share.

Gross margin in the quarter was 15.6% versus 17.5% in third quarter 2006. Higher substrate sales - 28% of total revenue compared with 20% a year ago - accounted for 1.7 percentage points of the decline. Favorable currency and lower restructuring costs were offset by a shift toward a lower percentage of total revenue generated by higher margin aftermarket business.

Total steel costs in the quarter increased $20 million year-over-year, which Tenneco continues to offset with cost reductions, material substitutions, low cost country sourcing and steel cost recovery from customers. The company anticipates that its gross steel costs in the fourth quarter will increase approximately $25 million, year-over-year.

SGA&E (selling, general, administrative & engineering) costs as a percent of sales decreased to 8.4% from 9.4% a year ago as the rate of revenue growth far outpaced that of SGA&E spending. SGA&E in the quarter includes increased investments in engineering for technology development and future platform launches as well as an expense of $5 million for aftermarket customer changeover costs. Excluding third quarter 2007 changeover costs and restructuring costs in the prior year, SGA&E is 8.1% versus 9.3% the prior year.

EBIT as a percent of revenue was 3.7% versus 3.9% a year ago. Higher substrate sales more than accounted for the decrease. The company continues to see margin benefits from advanced technology content on new large-volume OE emission control platforms, which helps counter higher substrate sales and a shift to a higher percentage of OE revenue.

Cash used by operating activities was $9 million versus $5 million generated by operating activities a year ago, driven by a greater use of working capital to support revenue growth, partially offset by higher earnings. The increase in the use of working capital was primarily driven by higher inventories in the North American OE emission control and aftermarket businesses. The majority of the increase was higher inventories of catalytic converters sourced from South Africa to supply operations in North America. Because of changes in OE production schedules and the UAW strike at GM, the amount of inventory supporting these platforms increased.

As expected, cash performance in the quarter was also impacted by higher tax payments. In addition, the company acquired Combustion Components Associates' ELIM-NOx(TM) technology, for $16 million. The company also made capital expenditures in the third quarter in preparation for the 2008 launch of newly awarded OE hot-end emission control business in North America, significant business that was recently sourced to Tenneco by one of the company's largest customers.

At quarter-end, debt net of cash balances was $1.333 billion, compared with $1.294 billion a year ago. Cash balances at quarter-end were $203 million versus $116 million the prior year. Total debt was $1.536 billion, versus $1.410 billion at the end of third quarter 2006. At the end of the quarter, the ratio of debt net of cash balances to adjusted LTM (last twelve months) EBITDA was 2.9x, an improvement over 3.1x a year ago.

"We are pleased with our performance this quarter. Advanced technology continues to fuel our top-line growth with strong OE revenue gains globally and we are improving our EBIT results on value-added sales," said Gregg Sherrill, chairman and CEO, Tenneco. "While our cash performance was not as strong year-over-year, it reflects investments made to grow our businesses including a technology investment, increased engineering spending and capital expenditures to prepare for new emission control business in North America."

    NORTH AMERICA
    --  OE revenue was $602 million, versus $307 million in third quarter
        2006.  Excluding substrate sales, revenue was $357 million, up 41%
        year-over-year from $253 million.  Industry production was up 3%.  The
        significant year-over-year increase was driven by Tenneco's presence
        on diesel pick-up truck platforms like the Ford Super-Duty, GM
        Silverado and Sierra, the Dodge heavy duty Ram and International's
        medium duty commercial trucks as well as the Toyota Tundra and GM's
        crossover vehicles.
    --  Aftermarket revenue was $132 million, compared with $134 million a
        year ago.   A decrease in emission control sales due to lower
        replacement rates more than offset an increase in ride control sales.
    --  EBIT for North American operations was $24 million, up from $15
        million a year ago.  Adjusted for the items below, EBIT was $29
        million compared with $18 million a year ago.  EBIT improvement was
        driven by higher OE volumes including new OE ride control launches and
        more efficient production on the company's diesel pick-up truck
        platforms launched earlier this year.  These volume increases more
        than offset aftermarket customer changeover costs and the impact of
        the UAW strike at General Motors.
    --  Third quarter 2007 EBIT includes $5 million in aftermarket changeover
        costs and third quarter 2006 includes $3 million in restructuring
        costs.

    EUROPE, SOUTH AMERICA AND INDIA
    --  OE revenue was $478 million, versus $393 million in third quarter
        2006.  Excluding substrate sales and favorable currency, revenue was
        $315 million compared with $263 million.  Higher emission control and
        ride control volumes and content on strong selling platforms like the
        BMW 1 and 3 Series, Daimler Sprinter, Ford Mondeo and the Volvo V70,
        drove the revenue gain and outpaced a 6% increase in industry
        production.
    --  Aftermarket revenue was $108 million, versus $106 million a year ago.
        Excluding favorable currency, revenue was $100 million.  The decline
        was driven by lower exhaust product sales.
    --  South America and India revenue increased to $86 million from
        $70 million a year ago.  Excluding the impact of substrate sales and
        favorable currency, revenue was $70 million compared with $61 million.
        Higher OE volumes in South America drove the increase.
    --  EBIT for Europe, South America and India was $22 million compared with
        $23 million a year ago.  Third quarter 2007 EBIT includes $3 million
        in restructuring expenses and third quarter 2006 EBIT includes $2
        million in restructuring expense.  Adjusted EBIT was flat year-over-
        year.
    --  EBIT was impacted by a strike at the company's Wissembourg, France
        facility due to announcing the intention to close the facility and an
        industry-wide strike at its South Africa facilities; higher material
        costs; and an increase in production costs at the Edenkoben, Germany
        manufacturing facility as a result of a significant stamping equipment
        breakdown resulting in temporary outsourcing.  All of these issues
        more than offset higher OE volumes and operating efficiencies in other
        areas of the business.

    ASIA PACIFIC
    --  Asia revenue rose 51% to $99 million from $65 million a year ago.
        Excluding substrate sales and favorable currency, revenue was $60
        million versus $42 million a year ago.  The increase was driven by
        strong OE volumes in China, particularly with VW, GM and Brilliance.
    --  Australia revenue was $51 million compared with $46 million in third
        quarter 2006.   Excluding the impact of substrate sales and favorable
        currency, revenue was $37 million, down from $41 million a year ago.
        The decline was driven by lower OE volumes and aftermarket sales.
    --  Asia Pacific EBIT was $11 million, more than doubling the prior year
        at $5 million.  Third quarter 2006 EBIT includes $2 million in
        restructuring costs.  EBIT improvement was also driven by strong OE
        volumes in China and the benefits of 2006 restructuring initiatives in
        Australia.

"We don't expect global market conditions to change significantly through the remainder of the year. While industry light vehicle production in North America is projected to be down year-over-year in the fourth quarter, we believe continued growth from our North American diesel pick-up truck platform launches and a favorable platform mix will help us better manage these production declines. We also believe the global aftermarket will remain relatively soft," said Sherrill. "The fourth quarter is typically our strongest quarter for generating cash and we expect this trend to repeat itself this year. We also are confident we have the third quarter issues in Europe behind us."

The company continues to generate growth with advanced technology, and by capturing opportunities in emerging markets and with fast-growing customers. Tenneco recently announced that its venture in Shanghai has won its first commercial vehicle development contract to supply a SCR diesel aftertreatment system with ELIM-NOx, the company's recently acquired advanced diesel emission control technology. The contract is with a major domestic commercial vehicle engine manufacturer in China and is currently scheduled to launch in 2011.

    Attachment 1
    Statements of Income - 3 Months
    Statements of Income - 9 Months
    Balance Sheets
    Statements of Cash Flows - 3 Months
    Statements of Cash Flows - 9 Months

    Attachment 2
    Reconciliation of GAAP Net Income to EBITDA - 3 Months
    Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months
    Reconciliation of GAAP Net Income to EBITDA - 9 Months
    Reconciliation of GAAP to Non-GAAP Earnings Measures - 9 Months
    Reconciliation of GAAP Revenues to Non-GAAP Revenues - 3 Months
    Reconciliation of GAAP Revenues to Non-GAAP Revenues - 9 Months
    Reconciliation of Non-GAAP Measures - Ratio of Debt Net of Cash to
     Adjusted EBITDA - LTM
    Reconciliation of GAAP to Non-GAAP Earnings Measures - Adjusted SGA&E as a
     Percent of Net Sales

CONFERENCE CALL

The company will host a conference call on Tuesday, October 30, 2007 at 10:00 a.m. EDT. The dial-in number is 888-790-1408 (domestic) or 773-756- 0157(international). The passcode is TENNECO. The call and accompanying slides will be available on the financial section of the Tenneco web site at http://www.tenneco.com. A recording of the call will be available one hour following completion of the call on October 30, 2007. To access this recording, dial 800-509-8621 (domestic) or 203-369-3807 (international). The purpose of the call is to discuss the company's operations for the quarter, as well as other matters that may impact the company's outlook. A copy of the press release is available on the financial and news sections of the Tenneco web site.

Tenneco is a $4.7 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,000 employees worldwide. Tenneco is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco markets its products principally under the Monroe(R), Walker(R), Gillet(TM) and Clevite(R)Elastomer brand names.

This press release contains forward-looking statements. Words such as "hopes," "may," "expects," "anticipate," "will," and "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) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products;

(ii) the overall highly competitive nature of the automotive parts industry, including pricing pressure from the company's OE customers and the loss of any awards of business, or the failure to obtain new awards of business, from our large customers, on which we are dependent for a substantial portion of our revenues; for example, Ford, from whom the company derived more than 10% of its 2006 net sales, announced in 2006 a plan to significantly reduce the number of its global suppliers. While the company currently believes that its relationship with Ford will not be impacted by this plan, any significant reduction in sales to Ford could have a material adverse effect on the company;

(iii) the company's resultant inability to realize the sales represented by its awarded book of business which is based on anticipated pricing for the applicable program over its life, and is subject to increases or decreases due to changes in customer requirements, customer and consumer preferences, and the number of vehicles actually produced by customers;

(iv) increases in the costs of raw materials, including the company's ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;

(v) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector, and changes in consumer demand and prices, including longer product lives of automobile parts and the cyclicality of automotive production and sales of automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products;

(vi) the company's continued success in cost reduction and cash management programs and its ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans;

(vii) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including the strength of other currencies relative to the U.S. dollar and currency fluctuations and other risks associated with operating in foreign countries;

(viii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals;

(ix) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases), the amount of the company's debt, the ability of the company to access capital markets and the credit ratings of the company's debt;

(x) the cost and outcome of existing and any future legal proceedings, and compliance with changes in regulations, including environmental regulations;

(xi) workforce factors such as strikes or labor interruptions;

(xii) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers and the market;

(xiii) further changes in the distribution channels for the company's aftermarket products, further consolidations among automotive parts customers and suppliers, and product warranty costs;

(xiv) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;

(xv) acts of war, riots or terrorism, including, but not limited to the events taking place in the Middle East, the current military action in Iraq and the continuing war on terrorism, as well as actions taken or to be taken by the United States or 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 the company operates; and

(xvi) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries.

The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-K/A for the year ended December 31, 2006. Further information can be found on the company's web site at http://www.tenneco.com.



                                                                 ATTACHMENT 1
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
                             STATEMENTS OF INCOME
                                  Unaudited
                       THREE MONTHS ENDED SEPTEMBER 30,
                     (Millions except per share amounts)

                                            2007              2006 (1)
    Net sales and operating revenues      $1,556            $1,121

    Costs and Expenses
      Cost of Sales (exclusive of
       depreciation shown below)           1,313 (a)           925 (d)
      Engineering, Research and
       Development                            30                24
      Selling, General and
       Administrative                        101 (b)            81 (d)
      Depreciation and Amortization of
       Other Intangibles                      52                45
          Total Costs and Expenses         1,496             1,075

    Loss on sale of receivables               (3)               (3)
    Other Income (Expense)                     -                 -
    Total Other Expense                       (3)               (3)

    Income before Interest Expense,
     Income Taxes, and Minority Interest
      North America                           24 (b)            15 (d)
      Europe, South America & India           22 (a)            23 (d)
      Asia Pacific                            11                 5 (d)
                                              57                43
    Less:
      Interest expense (net of
       interest capitalized)                  32                30
      Income tax expense                       - (c)             4
      Minority interest                        4                 2
    Net Income                                21                 7

    Average common shares outstanding:
      Basic                                 46.0              45.0
      Diluted                               47.9              47.2

    Earnings per share of common stock:
      Basic                                $0.47             $0.16

      Diluted                              $0.45             $0.16


    (a)  Includes restructuring and restructuring related charges of
         $3 million before and after tax or $0.05 per share, all of which is
         recorded in cost of sales in Europe, South America and India.
    (b)  Includes customer changeover costs of $5 million pre-tax, $3 million
         after-tax or $0.06 per share.
    (c)  Includes an $8 million or $0.17 per share tax benefit, primarily
         related to tax rate changes in Germany and adjustments for prior year
         tax returns.
    (d)  Includes restructuring and restructuring related charges of
         $7 million pre-tax, $4 million after tax or $0.10 per share.  Of the
         adjustment $6 million is recorded in cost of sales and $1 million is
         recorded in SG&A.  Geographically, $3 million is recorded in North
         America, $2 million in Europe, South America and India and $2 million
         is recorded in Asia Pacific.

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004, 2005
    and 2006 and for the quarters ended March 31, 2006 and 2007, June 30, 2006
    and September 30, 2006.  The amounts presented in this table reflect the
    results of the restatement.



                                                                 ATTACHMENT 1
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
                             STATEMENTS OF INCOME
                                  Unaudited
                       NINE MONTHS ENDED SEPTEMBER 30,
                     (Millions except per share amounts)

                                           2007                  2006 (1)
    Net sales and operating revenues     $4,619                $3,473

    Costs and Expenses
      Cost of Sales (exclusive of
       depreciation shown below)          3,869 (a)             2,817 (e)
      Engineering, Research and
       Development                           86                    68
      Selling, General and
       Administrative                       300 (a)(b)            288 (e)(f)
      Depreciation and Amortization of
       Other Intangibles                    150                   136
          Total Costs and Expenses        4,405                 3,309

    Loss on sale of receivables              (8)                   (7)
    Other Income                              3                     -
    Total Other Income / (Expense)           (5)                   (7)

    Income before Interest Expense,
     Income Taxes, and Minority Interest
      North America                         104 (a)(b)             85 (e)(f)
      Europe, South America & India          80 (a)                65 (e)
      Asia Pacific                           25                     7 (e)
                                            209                   157
    Less:
      Interest expense (net of interest
       capitalized)                         112 (c)               102
      Income tax expense                     22 (d)                17 (g)
      Minority interest                       8                     4
    Net Income                               67                    34


    Average common shares outstanding:
      Basic                                45.7                  44.5
      Diluted                              47.5                  46.8

    Earnings per share of common stock:
      Basic                               $1.48                 $0.78

      Diluted                             $1.42                 $0.74


    (a)  Includes restructuring and restructuring related charges of
         $7 million pre-tax, $5 million after tax or $0.11 per share, of which
         $6 million is recorded in cost of sales and $1 million is recorded in
         SG&A.  Geographically, $1 million is recorded in North America,
         $6 million in Europe, South America and India.
    (b)  Includes customer changeover costs of $5 million pre-tax, $3 million
         after-tax or $0.06 per share.
    (c)  Includes a pre-tax expense of $5 million, $4 million after-tax or
         $0.07 per share related to the write off of debt issuance costs from
         our debt refinancing in March of 2007.
    (d)  Includes an $8 million or $0.18 per share tax benefit, primarily
         related to tax rate changes in Germany and adjustments for prior year
         tax returns.
    (e)  Includes restructuring and restructuring related charges of
         $21 million pre-tax, $13 million after tax or $0.31 per share, of
         which $19 million is recorded in cost of sales and $2 million is
         recorded in SG&A.  Geographically, $10 million is recorded in North
         America, $6 million in Europe, South America and India and $5 million
         in Asia Pacific.
    (f)  Includes customer changeover costs of $6 million pre-tax, $4 million
         after-tax or $0.09 per share.
    (g)  Includes a $3 million or $0.06 per share tax benefit, primarily
         related to resolution of tax issues.

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June 30,
    2006 and September 30, 2006.  The amounts presented in this table reflect
    the results of the restatement.



                                                                 ATTACHMENT 1
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
                                BALANCE SHEETS
                                 (Unaudited)
                                  (Millions)

                                     September 30, 2007  December 31, 2006 (1)


     Assets

        Cash and Cash Equivalents            $203                 $202

        Receivables, Net                      914 (a)              595 (a)

        Inventories                           580                  441

        Other Current Assets                  197                  177

        Investments and Other Assets          784                  766

        Plant, Property, and Equipment,
         Net                                1,144                1,093

        Total Assets                       $3,822               $3,274




    Liabilities and Shareholders' Equity

        Short-Term Debt                       $33                  $28

        Accounts Payable                    1,025                  781

        Accrued Taxes                          37                   49

        Accrued Interest                       29                   33

        Other Current Liabilities             262                  228

        Long-Term Debt                      1,503 (b)            1,357 (b)

        Deferred Income Taxes                  83                  107

        Deferred Credits and Other
         Liabilities                          404                  437

        Minority Interest                      33                   28

        Total Shareholders' Equity            413                  226

        Total Liabilities and
         Shareholders' Equity              $3,822               $3,274



                                      September 30, 2007  December 31, 2006

    (a)  Accounts receivable
         securitization programs             $149                 $133



    (b)  Long term debt composed of:  September 30, 2007  December 31, 2006

        Borrowings against revolving
         credit facilities                   $357                   $-
        Term loan A (Due 2012)                150                    -
        Term loan B (Due 2010)                  -                  356
        10.25% senior notes (Due 2013)        486                  487
        8.625% subordinated notes (Due 2014)  500                  500
        Other long term debt                   10                   14

                                           $1,503               $1,357

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June
    30, 2006 and September 30, 2006.  The amounts presented in this table
    reflect the results of the restatement.



                                                                 ATTACHMENT 1
                  Tenneco Inc. and Consolidated Subsidiaries
                           Statements of Cash Flows
                                 (Unaudited)
                                  (Millions)

                                                        Three Months Ended
                                                          September 30,
                                                      2007            2006 (1)

      Operating activities:
        Net income                                     $21                $7
        Adjustments to reconcile income
         to net cash used by operating
         activities -
          Depreciation and amortization
           of other intangibles                         52                45
          Stock option expense                           3                 1
          Deferred income taxes                        (10)                2
          (Gain)/loss on sale of assets, net             3                 -
          Changes in components of
           working capital -
            (Inc.)/dec. in receivables                  29                14
            (Inc.)/dec. in inventories                 (42)               (8)
            (Inc.)/dec. in prepayments
             and other current assets                  (11)               (7)
            Inc./(dec.) in payables                    (46)              (37)
            Inc./(dec.) in taxes accrued                (6)               (8)
            Inc./(dec.) in interest accrued             (1)               (1)
            Inc./(dec.) in other current
             liabilities                                 7                 3
          Other                                         (8)               (6)
      Net cash provided (used) by
       operating activities                             (9)                5

      Investing activities:
        Net proceeds from sale of assets                 1                 4
        Cash payments for plant, property
         & equipment                                   (41)              (45)
        Cash payments for net assets
         purchased from Combustion
         Components Associated, Inc., net              (16)                -
        Cash payments for software-
         related intangibles                            (3)               (3)
        Investments and other                           (2)               (2)
      Net cash used by investing activities            (61)              (46)

      Financing activities:
        Issuance of common shares                        2                 3
        Issuance of long-term debt                       -                 -
        Debt issuance costs on long-term debt            -                 -
        Retirement of long-term debt                    (2)               (1)
        Net inc./(dec.) in revolver
         borrowings and short-term debt
         excluding current maturities on
         long-term debt                                 87                32
        Distributions to minority
         interest partners                              (2)                -
        Other                                            2                 -
      Net cash used by financing activities             87                34

      Effect of foreign exchange rate
       changes on cash and cash equivalents             18                 -

      Increase (Decrease) in cash and
       cash equivalents                                 35                (7)
      Cash and cash equivalents, July 1                168               123
      Cash and cash equivalents,
       September 30                                   $203              $116

      Cash paid during the period for interest         $34               $36
      Cash paid during the period for
       income taxes                                     17                11

      Non-cash Investing and Financing Activities
      Period ended balance of payables
       for plant, property and equipment                24                21

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June
    30, 2006 and September 30, 2006.  The amounts presented in this table
    reflect the results of the restatement.



                                                                 ATTACHMENT 1
                  Tenneco Inc. and Consolidated Subsidiaries
                           Statements of Cash Flows
                                 (Unaudited)
                                  (Millions)

                                                        Nine Months Ended
                                                          September 30,
                                                      2007            2006 (1)

      Operating activities:
        Net income                                     $67               $34
        Adjustments to reconcile net income
         to net cash provided (used) by
         operating activities -
          Depreciation and amortization
           of other intangibles                        150               136
          Stock option expense                           7                 5
          Deferred income taxes                        (23)                9
          Loss on sale of assets, net                    8                 2
          Changes in components of
           working capital (net of
           acquisition)-
            (Inc.)/dec. in receivables                (283)              (86)
            (Inc.)/dec. in inventories                (113)              (48)
            (Inc.)/dec. in prepayments
             and other current assets                  (35)              (44)
            Inc./(dec.) in payables                    195                54
            Inc./(dec.) in taxes accrued               (10)               (8)
            Inc./(dec.) in interest accrued             (4)                -
            Inc./(dec.) in other current
             liabilities                                26                 8
          Other                                        (20)                3
      Net cash provided (used) by
       operating activities                            (35)               65

      Investing activities:
        Net proceeds from sale of assets                 2                 6
        Cash payments for plant, property
         & equipment                                  (116)             (134)
        Cash payments for net assets
         purchased from Combustion
         Components Associated, Inc., net              (16)                -
        Cash payments for software-
         related intangibles                           (14)               (9)
        Investments and other                            -                (1)
      Net cash used by investing activities           (144)             (138)

      Financing activities:
        Issuance of common shares                        6                13
        Issuance of long-term debt                     150                 -
        Debt issuance costs on long-term debt           (6)                -
        Retirement of long-term debt                  (361)               (3)
        Net inc./(dec.) in revolver
         borrowings and short-term debt
         excluding current maturities on
         long-term debt                                360                29
        Distributions to minority
         interest partners                              (3)               (1)
        Other                                            2                 2
      Net cash provided by financing
       activities                                      148                40

      Effect of foreign exchange rate changes
       on cash and cash equivalents                     32                 8

      Increase (Decrease) in cash and
       cash equivalents                                  1               (25)
      Cash and cash equivalents, January 1             202               141
      Cash and cash equivalents, September 30         $203              $116

      Cash paid during the period for interest        $111              $103
      Cash paid during the period for
       income taxes                                     45               $18

      Non-cash Investing and Financing Activities
      Period ended balance of payables
       for plant, property and eqipment                 24                21

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June
    30, 2006 and September 30, 2006.  The amounts presented in this table
    reflect the results of the restatement.



                                                                 ATTACHMENT 2
                                 TENNECO INC.
                RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA
                                  Unaudited

                                                        Q3 2007
                                            North    Europe     Asia
                                           America    & SA     Pacific   Total
    Net income                                                            $21

    Minority interest                                                       4

    Income tax expense                                                      -

    Interest expense (net of interest
     capitalized)                                                          32

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                           $24      $22        $11      57

    Depreciation and amortization of
     other intangibles                         27       22          3      52

    Total EBITDA (2)                          $51      $44        $14    $109


                                                      Q3 2006 (3)
                                            North    Europe     Asia
                                           America    & SA     Pacific   Total
    Net income                                                             $7

    Minority interest                                                       2

    Income tax expense                                                      4

    Interest expense (net of interest
     capitalized)                                                          30

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                           $15      $23         $5      43

    Depreciation and amortization of
     other intangibles                         22       20          3      45

    Total EBITDA (2)                          $37      $43         $8     $88

    (1)  Generally Accepted Accounting Principles

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

    (3)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June
    30, 2006 and September 30, 2006.  The amounts presented in this table
    reflect the results of the restatement.



                                   TENNECO INC.
            RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)
                                    Unaudited

                                      Q3 2007                 Q3 2006 (5)
                            EBITDA       Net    Per  EBITDA       Net    Per
                             (3)   EBIT Income Share   (3)  EBIT Income Share
    Earnings Measures        $109   $57   $21  $0.45   $88   $43    $7  $0.16

    Adjustments (reflects
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses                 3     3     3   0.05     7     7     4   0.10
      New aftermarket
       customer changeover
       costs (4)                5     5     3   0.06     -     -     -    -
      Tax adjustments           -     -    (8) (0.17)    -     -     -    -
    Non-GAAP earnings
     measures                $117   $65   $19  $0.39   $95   $50   $11  $0.26


                                                              Q3 2007
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                               $24   $22   $11    $57
     Restructuring and
      restructuring related
      expenses                                           -     3     -      3
     New aftermarket
      customer changeover
      costs (4)                                          5     -     -      5
    Adjusted EBIT                                      $29   $25   $11    $65


                                                             Q3 2006 (5)
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                               $15   $23    $5    $43
     Restructuring and
      restructuring related
      expenses                                           3     2     2      7
    Adjusted EBIT                                      $18   $25    $7    $50

    (1)  Generally Accepted Accounting Principles

    (2)  Tenneco presents the above reconciliation of GAAP to non-GAAP
    earnings measures primarily to reflect the results for the third quarters
    of 2007 and 2006 in a manner that allows a better understanding of the
    results of operational activities separate from the financial impact of
    decisions made for the long-term benefit of the company.  Adjustments
    similar to the ones reflected above have been recorded in earlier periods,
    and similar types of adjustments can reasonably be expected to be recorded
    in future periods.  Using only the non-GAAP earnings measures to analyze
    earnings would have material limitations because its calculation is based
    on the subjective determinations of management regarding the nature and
    classification of events and circumstances that investors may find
    material.  Management compensates for these limitations by utilizing both
    GAAP and non-GAAP earnings measures reflected above to understand and
    analyze the results of the business.  The company believes investors find
    the non-GAAP information helpful in understanding the ongoing performance
    of operations separate from items that may have a disproportionate
    positive or negative impact on the company's financial results in any
    particular period.

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

    (4)  Represents costs associated with changing new aftermarket customers
    from their prior suppliers to an inventory of our products.  Although
    our aftermarket business regularly incurs changeover costs, we
    specifically identify in the table above the changeover costs that,
    based on the size or number of customers involved, we believe are of
    an unusual nature for the quarter in which they were incurred.

    (5)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004, 2005
    and 2006 and for the quarters ended March 31, 2006 and 2007, June 30, 2006
    and September 30, 2006.  The amounts presented in this table reflect the
    results of the restatement.



                                   TENNECO INC.
                  RECONCILIATION OF GAAP (1) NET INCOME TO EBITDA
                                    Unaudited

                                                       YTD 2007
                                             North    Europe     Asia
                                            America    & SA     Pacific  Total
    Net income                                                            $67

    Minority interest                                                       8

    Income tax expense                                                     22

    Interest expense (net of interest
     capitalized)                                                         112

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                           $104      $80        $25    209

    Depreciation and amortization of
     other intangibles                          75       64         11    150

    Total EBITDA(2)                           $179     $144        $36   $359


                                                      YTD 2006 (3)
                                            North    Europe     Asia
                                           America    & SA     Pacific  Total
    Net income                                                            $34

    Minority interest                                                       4

    Income tax expense                                                     17

    Interest expense (net of interest
     capitalized)                                                         102

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                            $85      $65         $7    157

    Depreciation and amortization of
     other intangibles                          68       59          9    136

    Total EBITDA(2)                           $153     $124        $16   $293



    (1)  Generally Accepted Accounting Principles

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

    (3)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004,
    2005 and 2006 and for the quarters ended March 31, 2006 and 2007, June
    30, 2006 and September 30, 2006.  The amounts presented in this table
    reflect the results of the restatement.



                                   TENNECO INC.
            RECONCILIATION OF GAAP (1) TO NON-GAAP EARNINGS MEASURES(2)
                                    Unaudited

                                    YTD 2007               YTD 2006 (5)
                            EBITDA       Net    Per  EBITDA       Net    Per
                              (3)  EBIT Income Share  (3)   EBIT Income Share
    Earnings Measures         $359 $209   $67  $1.42  $293  $157   $34  $0.74

    Adjustments (reflect
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses                  7    7     5   0.11    21    21    13   0.31
      Charges related to
       refinancing                          4   0.07     -     -     -      -
      New aftermarket
       customer changeover
       costs (4)                 5    5     3   0.06     6     6     4   0.09
      Tax adjustments                      (8) (0.18)    -     -    (3) (0.06)
    Non-GAAP earnings
     measures                 $371 $221   $71  $1.48  $320  $184   $48  $1.08


                                                             YTD 2007
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                              $104   $80   $25   $209
     Restructuring and
      restructuring related
      expenses                                           1     6     -      7
     New aftermarket
      customer changeover
      costs (4)                                          5     -     -      5
    Adjusted EBIT                                     $110   $86   $25   $221


                                                           YTD 2006 (5)
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                               $85    65    $7   $157
      Restructuring and
       restructuring related
       expenses                                         10     6     5     21
      New aftermarket
       customer changeover
       costs (4)                                         6     -     -      6
    Adjusted EBIT                                     $101   $71   $12   $184

    (1)  Generally Accepted Accounting Principles

    (2)  Tenneco presents the above reconciliation of GAAP to non-GAAP
    earnings measures primarily to reflect the results for 2007 and 2006 in a
    manner that allows a better understanding of the results of operational
    activities separate from the financial impact of decisions made for the
    long-term benefit of the company.  Adjustments similar to the ones
    reflected above have been recorded in earlier periods, and similar types
    of adjustments can reasonably be expected to be recorded in future
    periods.  Using only the non-GAAP earnings measures to analyze earnings
    would have material limitations because its calculation is based on the
    subjective determinations of management regarding the nature and
    classification of events and circumstances that investors may find
    material.  Management compensates for these limitations by utilizing both
    GAAP and non-GAAP earnings measures reflected above to understand and
    analyze the results of the business.  The company believes investors find
    the non-GAAP information helpful in understanding the ongoing performance
    of operations separate from items that may have a disproportionate
    positive or negative impact on the company's financial results in any
    particular period.

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

    (4)  Represents costs associated with changing new aftermarket customers
    from their prior suppliers to an inventory of our products.  Although
    our aftermarket business regularly incurs changeover costs, we
    specifically identify in the table above the changeover costs that,
    based on the size or number of customers involved, we believe are of
    an unusual nature for the quarter in which they were incurred.

    (5)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004, 2005
    and 2006 and for the quarters ended March 31, 2006 and 2007, June 30, 2006
    and September 30, 2006.  The amounts presented in this table reflect the
    results of the restatement.



                                                                 ATTACHMENT 2

                                   TENNECO INC.
           RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                    Unaudited

                                               Q3 2007
                                                       Substrate   Revenues
                                                         Sales    Excluding
                                            Revenues   Excluding   Currency
                                   Currency Excluding  Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales

    North America
     Original Equipment
       Ride Control         $126       $-      $126        $-        $126
       Exhaust               476        2       474       245         229
       Total North
        America Original
        Equipment            602        2       600       245         355

    North America
     Aftermarket
       Ride Control           92        -        92         -          92
       Exhaust                40        -        40         -          40
       Total North
        America Aftermarket  132        -       132         -         132

    Total North America      734        2       732       245         487

    Europe Original
     Equipment
       Ride Control           97        9        88         -          88
       Exhaust               381       30       351       124         227
       Total Europe
        Original Equipment   478       39       439       124         315

    Europe Aftermarket
       Ride Control           52        4        48         -          48
       Exhaust                56        4        52         -          52
       Total Europe
        Aftermarket          108        8       100         -         100

    South America & India     86        6        80        10          70

    Total Europe,
     South America & India   672       53       619       134         485

    Asia                      99        6        93        33          60

    Australia                 51        7        44         7          37

    Total Asia Pacific       150       13       137        40          97

    Total Tenneco Inc.    $1,556      $68    $1,488      $419      $1,069



                                                    Q3 2006 (1)
                                                       Substrate   Revenues
                                                         Sales    Excluding
                                            Revenues   Excluding   Currency
                                   Currency Excluding  Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America
     Original Equipment
       Ride Control         $109       $-      $109        $-        $109
       Exhaust               198        -       198        54         144
       Total North
        America Original
        Equipment            307        -       307        54         253

    North America
     Aftermarket
       Ride Control           90        -        90         -          90
       Exhaust                44        -        44         -          44
       Total North
        America Aftermarket  134        -       134         -         134

    Total North America      441        -       441        54         387

    Europe Original
     Equipment
       Ride Control           87        -        87         -          87
       Exhaust               306        -       306       130         176
       Total Europe
        Original Equipment   393        -       393       130         263

    Europe Aftermarket
       Ride Control           48        -        48         -          48
       Exhaust                58        -        58         -          58
       Total Europe
        Aftermarket          106        -       106         -         106

    South America &
     India                    70        -        70         9          61

    Total Europe,
     South America & India   569        -       569       139         430

    Asia                      65        -        65        23          42

    Australia                 46        -        46         5          41

    Total Asia Pacific       111        -       111        28          83

    Total Tenneco Inc.    $1,121       $-    $1,121      $221        $900

    Tenneco presents the above reconciliation of revenues in order to reflect
    the trend in the company's sales, in various product lines and
    geographical regions, separately from the effects of doing business in
    currencies other than the U.S. dollar. Additionally, substrate sales which
    the company previously referred to as pass-through sales include precious
    metals pricing, which may be volatile. Substrate sales occur when, at the
    direction of its OE customers, Tenneco purchases catalytic converters or
    components thereof from suppliers, uses them in its manufacturing
    processes and sells them as part of the completed system. While Tenneco
    original equipment customers assume the risk of this volatility, it
    impacts reported revenue. Excluding substrate sales removes this impact.
    Tenneco uses this information to analyze the trend in revenues before
    these factors. Tenneco believes investors find this information useful in
    understanding period to period comparisons in the company's revenues.

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007,
    Tenneco restated its financial results for the years ended
    December 31, 2004, 2005 and 2006 and for the quarters ended March 31,
    2006 and 2007, June 30, 2006 and September 30, 2006.  The amounts
    presented in this table reflect the results of the restatement.



                                   TENNECO INC.
           RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                    Unaudited

                                              YTD 2007
                                                       Substrate   Revenues
                                                         Sales    Excluding
                                            Revenues   Excluding   Currency
                                   Currency Excluding  Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America
     Original Equipment
       Ride Control         $391       $-      $391        $-        $391
       Exhaust             1,381        2     1,379       677         702
       Total North
        America Original
        Equipment          1,772        2     1,770       677       1,093

    North America
     Aftermarket
       Ride Control          300        -       300         -         300
       Exhaust               115        -       115         -         115
       Total North
        America Aftermarket  415        -       415         -         415

    Total North America    2,187        2     2,185       677       1,508

    Europe Original
     Equipment
       Ride Control          311       25       286         -         286
       Exhaust             1,174       82     1,092       387         705
       Total Europe
        Original Equipment 1,485      107     1,378       387         991

    Europe Aftermarket
       Ride Control          152       10       142         -         142
       Exhaust               160       12       148         -         148
       Total Europe
        Aftermarket          312       22       290         -         290

    South America &
     India                   237       13       224        28         196

    Total Europe,
     South America &
      India                2,034      142     1,892       415       1,477

    Asia                     254        6       248        89         159

    Australia                144       16       128        19         109

    Total Asia Pacific       398       22       376       108         268

    Total Tenneco Inc.    $4,619     $166    $4,453    $1,200      $3,253


                                              YTD 2006 (1)
                                                       Substrate   Revenues
                                                         Sales    Excluding
                                            Revenues   Excluding   Currency
                                   Currency Excluding  Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America
     Original Equipment
       Ride Control         $371       $-      $371        $-        $371
       Exhaust               677        -       677       181         496
       Total North
        America Original
        Equipment          1,048        -     1,048       181         867

    North America
     Aftermarket
       Ride Control          302        -       302         -         302
       Exhaust               128        -       128         -         128
       Total North
        America Aftermarket  430        -       430         -         430

    Total North America    1,478        -     1,478       181       1,297

    Europe Original
     Equipment
       Ride Control          280        -       280         -         280
       Exhaust               912        -       912       352         560
       Total Europe
        Original Equipment 1,192        -     1,192       352         840

    Europe Aftermarket
       Ride Control          138        -       138         -         138
       Exhaust               161        -       161         -         161
       Total Europe
        Aftermarket          299        -       299         -         299

    South America &
     India                   201        -       201        24         177

    Total Europe,
     South America &
     India                 1,692        -     1,692       376       1,316

    Asia                     173        -       173        59         114

    Australia                130        -       130        14         116

    Total Asia Pacific       303        -       303        73         230

    Total Tenneco Inc.    $3,473       $-    $3,473      $630      $2,843

    Tenneco presents the above reconciliation of revenues in order to reflect
    the trend in the company's sales, in various product lines and
    geographical regions, separately from the effects of doing business in
    currencies other than the U.S. dollar. Additionally, substrate sales which
    the company previously referred to as pass-through sales include precious
    metals pricing, which may be volatile. Substrate sales occur when, at the
    direction of its OE customers, Tenneco purchases catalytic converters or
    components thereof from suppliers, uses them in its manufacturing
    processes and sells them as part of the completed system. While Tenneco
    original equipment customers assume the risk of this volatility, it
    impacts reported revenue. Excluding substrate sales removes this impact.
    Tenneco uses this information to analyze the trend in revenues before
    these factors. Tenneco believes investors find this information useful in
    understanding period to period comparisons in the company's revenues.

    (1)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007,
    Tenneco restated its financial results for the years ended
    December 31, 2004, 2005 and 2006 and for the quarters ended March 31,
    2006 and 2007, June 30, 2006 and September 30, 2006.  The amounts
    presented in this table reflect the results of the restatement.



                                                                 ATTACHMENT 2
                                 TENNECO INC.
                    RECONCILIATION OF NON-GAAP MEASURES (8)
                   Debt net of cash / Adjusted EBITDA - LTM
                                   Unaudited

                                             Quarter Ended September 30

                                                  2007          2006

    Total debt                                  $1,536        $1,410

    Cash and cash equivalents                      203           116

    Debt net of cash balances (1)                1,333         1,294

    Adjusted LTM EBITDA                            460           417

    Ratio of net debt to adjusted LTM
     EBITDA (2)                                   2.9x          3.1x



                                          Q4 06   Q1 07  Q2 07  Q3 07  Q3 07
                                                                        LTM

    Net income                              15       5    41      21    82

    Minority interest                        2       2     2       4    10

    Income tax expense                     (12)      2    20       -    10

    Interest expense (net of interest
     capitalized)                           34      40    40      32   146

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                         39      49   103      57   248

    Depreciation and amortization of
     other intangibles                      48      48    50      52   198

    Total EBITDA (3)                        87      97   153     109   446

    Restructuring and restructuring
     related expenses                        6       2     2       3    13
    New Aftermarket customer changeover
     costs (4)                               -       -     -       5     5
    Pension Curtailment (5)                 (7)      -     -       -    (7)
    Reserve for receivables from former
     affiliate                               3       -     -       -     3

    Total Adjusted EBITDA (7)               89      99   155     117   460


                                          Q4 05   Q1 06  Q2 06  Q3 06  Q3 06
                                                                        LTM

    Net income                               6       3    24       7    40

    Minority interest                        1       1     1       2     5

    Income tax expense                      (2)      -    13       4    15

    Interest expense (net of interest
     capitalized)                           34      37    35      30   136

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                         39      41    73      43   196

    Depreciation and amortization of
     other intangibles                      43      44    47      45   179

    Total EBITDA(3)                         82      85   120      88   375

    Restructuring and restructuring
     related expenses                        5       6     8       7    26
    New Aftermarket customer changeover
     costs (4)                              10       -     6       -    16

    Total adjusted EBITDA(7)                97      91   134      95   417

    (1)  Tenneco presents debt net of cash balances because management
    believes it is a useful measure of Tenneco's credit position and
    progress toward reducing leverage.  The calculation is limited in that
    the company may not always be able to use cash to repay debt on a
    dollar-for- dollar basis.

    (2)  Tenneco presents the above reconciliation of the ratio debt net of
    cash to the last twelve months (LTM) of adjusted EBITDA to show trends
    that investors may find useful in understanding the company's ability
    to service its debt.  For purposes of this calculation, adjusted LTM
    EBITDA is used as an indicator of the company's performance over the
    most recent twelve months and debt net of cash is presented as an
    indicator of our credit position and progress toward reducing our
    financial leverage.  LTM adjusted EBITDA is used to reflect annual
    values and remove seasonal fluctuations.  This reconciliation is
    provided as supplemental information and not intended to replace the
    company's existing covenant ratios or any other financial measures that
    investors may find useful in describing the company's financial
    position. See notes (1), (3) and (4) for a description of the
    limitations of using debt net of cash, EBITDA and adjusted EBITDA.

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

    (4)   Represents costs associated with changing new aftermarket customers
    from their prior suppliers to an inventory of our products. Although
    our aftermarket business regularly incurs changeover costs, we
    specifically identify in the table above those changeover costs that,
    based on the size or number of customers involved, we believe are of an
    unusual nature for the quarter in which they were incurred.

    (5)  In August 2006, we announced that we were freezing future accruals
    under our U.S. defined benefit pension plans for substantially all our
    U.S. salaried and non-union hourly employees effective December 31,
    2006. In lieu of those benefits, we are offering additional benefits
    under defined contribution plan.

    (6)  The adjustment is related to our past administration of stock
    option grants and represents an adjustment for several prior years.

    (7)  Adjusted EBITDA is presented in order to reflect the results in a
    manner that allows a better understanding of operational activities
    separate from the financial impact of decisions made for the long term
    benefit of the company and other items impacting comparability between
    the periods.  Adjustments similar to the ones reflected above have been
    recorded in earlier periods, and similar types of adjustments can
    reasonably be expected to be recorded in future periods. The company
    believes investors find the non-GAAP information helpful in
    understanding the ongoing performance of operations separate from items
    that may have a disproportionate positive or negative impact on the
    company's financial results in any particular period.

    (8)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007,
    Tenneco restated its financial results for the years ended December 31,
    2004, 2005 and 2006 and for the quarters ended March 31, 2006 and 2007,
    June 30, 2006 and September 30, 2006.  The amounts presented in this
    table reflect the results of the restatement.



                                                                 ATTACHMENT 2
                                   TENNECO INC.
           RECONCILIATION OF GAAP (1) TO NON-GAAP EARNINGS MEASURES (2)
                     Adjusted SGA&E as a Percent of Net Sales
                                    Unaudited

                                                    Q3 2007        Q3 2006 (4)
                                                     SGA&E             SGA&E

    Net Sales                                        $1,556          $1,121
    SGA&E Expense                                      $131            $105

    Adjustments (reflects non-GAAP measures):
      Restructuring and restructuring
       related expenses                                                  (1)
      New aftermarket customer changeover
       costs (3)                                         (5)

    Non-GAAP SGA&E Expense                             $126            $104

      Adjusted SGA&E as a percentage of
       Net Sales                                        8.1%            9.3%

    (1)  Generally Accepted Accounting Principles

    (2)  Tenneco presents the above reconciliation of GAAP to non-GAAP
    earnings measures primarily to reflect the results for the third quarters
    of 2007 and 2006 in a manner that allows a better understanding of the
    results of operational activities separate from the financial impact of
    decisions made for the long-term benefit of the company.  Adjustments
    similar to the ones reflected above have been recorded in earlier periods,
    and similar types of adjustments can reasonably be expected to be recorded
    in future periods.  Using only the non-GAAP earnings measures to analyze
    earnings would have material limitations because its calculation is based
    on the subjective determinations of management regarding the nature and
    classification of events and circumstances that investors may find
    material.  Management compensates for these limitations by utilizing both
    GAAP and non-GAAP earnings measures reflected above to understand and
    analyze the results of the business.  The company believes investors find
    the non-GAAP information helpful in understanding the ongoing performance
    of operations separate from items that may have a disproportionate
    positive or negative impact on the company's financial results in any
    particular period

    (3)  Represents costs associated with changing new aftermarket customers
    from their prior suppliers to an inventory of our products.  Although our
    aftermarket business regularly incurs changeover costs, we specifically
    identify in the table above the changeover costs that, based on the size
    or number of customers involved, we believe are of an unusual nature for
    the quarter in which they were incurred.

    (4)  As disclosed in Tenneco's Form 10-K/A filed August 14, 2007, Tenneco
    restated its financial results for the years ended December 31, 2004, 2005
    and 2006 and for the quarters ended March 31, 2006 and 2007, June 30, 2006
    and September 30, 2006.  The amounts presented in this table reflect the
    results of the restatement.


    Contacts:  Jane Ostrander                   Leslie Hunziker
               Media Relations                  Investor Relations
               847 482-5607                     847 482-5042
               jostrander@tenneco.com           lhunziker@tenneco.com
Website: http://www.tenneco.com/




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