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Tenneco Reports Record High 4Q and Full-Year Revenues

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Tenneco Reports Record High 4Q and Full-Year Revenues - Auto News from January 24, 2008
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LAKE FOREST, Ill., Jan. 24 /PRNewswire-FirstCall/ -- Tenneco reported a fourth quarter net loss of $72 million, or $1.57 per diluted share, versus net income of $15 million, or 31-cents per diluted share in fourth quarter 2006. The loss was due to previously announced charges taken in the fourth quarter for actions that advance Tenneco's financial strategy. These include costs for refinancing a portion of the company's debt, which will reduce interest expense, and non-cash tax charges for realigning the European ownership structure, which more effectively aligns the company's U.S. and European assets and revenues with liabilities and expenses. This action will reduce cash taxes and accelerates the use of U.S. net operating losses.

After adjusting for charges below, net income was $15 million, or 34-cents per diluted share, up from net income of $3 million, or 5-cents per diluted share a year ago. The tables in this press release reconcile GAAP results to non-GAAP results and 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 $43 million versus $39 million a year ago. Adjusted EBIT was $61 million, up 53% from $41 million in fourth quarter 2006. EBITDA (EBIT before depreciation and amortization) was $98 million, up from $87 million the previous year. Adjusted EBITDA was $116 million, a 30% increase over $89 million a year ago.


    Adjusted fourth quarter 2007 and 2006 results:

                                    Q4 2007                   Q4 2006
                                         Net    Per                Net   Per
                           EBITDA EBIT Income  Share EBITDA EBIT Income Share
    Earnings Measures        $98   $43  $(72) $(1.57)  $87   $39   $15  $0.31

    Adjustments (reflects
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses               18    18    11    0.26     6     6     4   0.08
      Charges related to
       refinancing             -     -    14    0.31     -     -     -    -
      Net tax Adjustments      -     -    62    1.34     -     -   (13) (0.28)
      Pension replacement      -     -     -     -      (7)   (7)   (5) (0.10)
      Reserve for
       receivables from
       former affiliate        -     -     -     -       3     3     2   0.04

    Non-GAAP earnings
     measures               $116   $61   $15   $0.34   $89   $41    $3  $0.05



    Fourth quarter 2007 adjustments:
    -- Restructuring and restructuring related expenses of $18 million
       pre-tax, or 26-cents per diluted share, primarily related to a
       previously announced facility closing;
    -- Charge of $21 million pre-tax, or 31-cents per diluted share, for
       refinancing a portion of the company's debt;
    -- Net tax expenses of $62 million, or $1.34 per diluted share, including
       $66 million in non-cash expenses to realign the European ownership
       structure and a net benefit of $4 million primarily related to
       adjustments for prior year income tax returns.


    Fourth quarter 2006 adjustments:
    -- Restructuring and restructuring related expenses of $6 million pre-tax,
       or 8-cents per diluted share;
    -- A reserve of $3 million pre-tax, or 4-cents per diluted share, for
       receivables from a former affiliate;
    -- Benefit of $7 million pre-tax, or 10-cents per diluted share, from
       replacing the defined benefit pension plans in the U.S. with an
       enhanced defined contribution plan;
    -- Tax benefits of $13 million or 28-cents per diluted share, related to
       an investment income tax credit in the Czech Republic and final
       adjustments related to prior year income tax returns.

"Tenneco delivered excellent results this quarter thanks to technology- driven growth and our global geographic balance, particularly in expanding markets like China and South America," said Gregg Sherrill, chairman and CEO, Tenneco. "A relentless focus on working capital improvements drove strong cash performance in the quarter. Our execution on managing accounts receivable and inventories helped convert earnings into strong cash flow."

Fourth quarter revenues increased 29% to $1.565 billion versus $1.209 billion a year ago. Substrate sales grew to $440 million from $297 million in fourth quarter 2006. Excluding substrate sales and favorable currency, revenue was $1.054 billion, up 16% from $912 million the previous year. The revenue increase was driven by higher volumes on new diesel platforms in North America, volume increases on key European emission control platforms and growth in China.

EBIT margin declined to 2.8% versus 3.2% in fourth quarter 2006, primarily due to a 48% increase in substrate sales, higher restructuring costs and a lower percentage of revenue generated from aftermarket sales, which typically carry higher margins. These factors also negatively impacted gross margin, which was 14.3% compared with 15.7% in fourth quarter 2006. The negative impact of these factors was partially offset by the sale of higher margin OE emission control technologies in the quarter.

Adjusted EBIT as a percent of value-added sales (revenue excluding substrate sales) grew to 5.4% from 4.4%, an indication that the company is realizing the margin benefit from its advanced hot-end and diesel aftertreatment technologies.

Cash generated by operations in the quarter was $200 million, up significantly from $138 million a year ago. The increase was driven by higher earnings and working capital improvements. The company generated $175 million in cash from working capital versus $130 million a year ago.

"Our ability to generate cash flow in the quarter helped us to end the year with a 45% increase in cash from operations, resulting in nearly flat year-over-year net debt," Sherrill said. "This was particularly outstanding given that we made significant investments throughout the year to fund our business growth with higher spending on engineering, capital expenditures and an emissions control technology acquisition."

At quarter-end, debt net of cash balances was $1.186 billion, compared with $1.183 billion at the end of fourth quarter 2006. Cash balances were $188 million versus $202 million the prior year. Total debt was $1.374 billion, versus $1.385 billion a year ago. At the end of the quarter, the ratio of debt net of cash balances to adjusted annual EBITDA was 2.4x, down from 2.9x at the end of fourth quarter 2006.

Total steel costs in the quarter increased $17 million year-over-year. These costs were offset by material substitutions, low-cost country sourcing, steel cost recovery from customers and other cost reductions.

The rate of revenue growth in the quarter continued to outpace overhead spending to support that growth. SGA&E (selling, general, administrative & engineering) costs as a percent of sales decreased to 8.1% versus 8.7% a year ago despite an increase in engineering spending to support technology development and future new business launches.

    NORTH AMERICA
    -- OE revenue was $592 million, up 63% from $363 million a year ago.
       Excluding substrate sales and currency, revenue was $342 million, a
       26% year-over-year increase from $272 million.  The increase was driven
       by incremental volume from diesel pick-up truck platforms like the Ford
       SuperDuty, GM Duramax engine vehicles and International's medium duty
       commercial trucks.  Emission control content on GM crossover vehicles,
       the Toyota Tundra and ride control business on GM platforms that
       include the Suburban, Yukon, Silverado, Sierra, Trailblazer and Envoy
       also drove the increase.  The increase was partially offset by volume
       declines on existing platforms.
    -- Aftermarket revenue was $122 million, up 5% from $115 million in fourth
       quarter 2006.  New business and increases in both ride control and
       exhaust sales drove the increase.
    -- EBIT for North America operations was $16 million versus $18 million in
       fourth quarter 2006. Fourth quarter 2007 EBIT includes $2 million in
       restructuring costs.  Fourth quarter 2006 EBIT includes $3 million in
       restructuring costs, a $3 million reserve for receivables from a former
       affiliate and a $7 million benefit for the U.S. pension plan
       replacement.  Adjusted for these items, EBIT was $18 million, up
       $1 million year-over-year.
    -- The EBIT benefit from higher volumes on new emission and ride control
       platforms was mostly offset by:
         - $5 million in higher net engineering spending due to customer
           recovery timing;
         - $2 million for inventory shrinkage on substrates at one Mexican
           emissions control facility;
         - $3 million in accelerated depreciation on OE service-part
           equipment; and
         - The impact of lower commercial vehicle ride control production
           volumes.


    EUROPE, SOUTH AMERICA AND INDIA
    -- OE revenue was $511 million, a 13% increase from $452 million a year
       ago.  Excluding substrate sales and the impact of favorable currency,
       revenue was $337 million versus $285 million, an 18% increase.  Theincrease was driven by higher volumes on platforms with hot-end and
       diesel aftertreatment technology like the Daimler Sprinter, the BMW 1
       and 3 Series and the Audi A4.
    -- Aftermarket revenue was $96 million, up from $90 million a year ago.
       Excluding favorable currency, revenue was $87 million.  Lower exhaust
       sales more than offset increases in ride control sales.
    -- South America and India revenue increased to $96 million from
       $71 million in fourth quarter 2006.  Excluding substrate sales and the
       impact of favorable currency, revenue was $74 million compared with
       $63 million.  The increase was due to higher OE volumes in South
       America.
    -- EBIT for Europe, South America and India was $19 million, up from
       $16 million a year ago.  Favorable currency benefited EBIT by
       $2 million.
    -- Adjusted EBIT was up 84% to $35 million from $19 million a year ago.
       The EBIT increase was driven by strong manufacturing performance and OE
       volume increases, which more than offset higher material costs and
       lower aftermarket emission control sales.
    -- Fourth quarter 2007 EBIT includes $16 million in restructuring and
       restructuring related costs and fourth quarter 2006 includes $3 million
       in restructuring and restructuring related costs.


    ASIA PACIFIC
    -- Asia revenue increased 35% to $98 million from $73 million a year ago.
       Excluding substrate sales and favorable currency, revenue was up 18% to
       $55 million from $47 million.  The increase was due to growth in China
       with new OE business and higher OE volumes.
    -- Australia revenue increased 12% to $50 million compared with
       $45 million in fourth quarter 2006.  Excluding substrate sales and the
       impact of favorable currency, revenue was $37 million versus
       $40 million a year ago, primarily the result of lower aftermarket
       sales.
    -- Asia Pacific EBIT was $8 million, a 59% increase over $5 million a year
       ago.  Favorable currency benefited EBIT by $1 million.  Operational
       efficiencies and strong OE volumes in China drove the EBIT increase.

FULL-YEAR 2007 RESULTS

Tenneco reported record high annual revenue of $6.2 billion, a 32% increase over $4.7 billion in 2006. Substrate sales grew to $1.673 billion from $927 million in 2007. Excluding substrate sales and favorable currency, revenue was up 15%. New diesel aftertreatment business on pick-up truck platforms in North America, growth in China and strong OE volumes in Europe drove the significant increase.

The company reported a net loss of $5 million, or 11-cents per diluted share, compared with net income of $49 million, or $1.05 per diluted share in 2006.

Adjusted for the items below, including $66 million in non-cash tax charges to realign the European ownership structure, net income was up 69% to $86 million, or $1.82 per diluted share, from $51 million, or $1.12 per diluted share in 2006.

Full year EBIT was $252 million, a 28% increase over $196 million a year ago. Adjusted EBIT was $282 million, a 25% increase from $225 million in 2006. 2007 EBITDA was $457 million, up from $380 million in 2006. Adjusted EBITDA was $487 million, a 19% increase from $409 million a year ago.

EBIT margin for the year declined to 4.1% versus 4.2% in 2006 due to an increase in substrate sales and a lower percentage of revenue generated from aftermarket sales, which typically carry higher margins. These factors also negatively impacted gross margin, which was 15.8% compared with 18.1% in 2006. The negative impact of these factors was partially offset by the sale of higher margin OE emission control technologies.

Adjusted EBIT as a percent of value-added sales (revenue excluding substrate sales) grew to 6.2% from 6.0%, which reflects the improved margin benefit from sales of the company's advanced hot-end and diesel aftertreatment technologies.

SGA&E as a percent of sales for 2007 was 8.3%, a significant improvement from 9.8% in 2006.


    Adjusted full-year 2007 and 2006 results:

                                   YTD 2007                  YTD 2006
                                         Net    Per                Net   Per
                           EBITDA EBIT Income  Share EBITDA EBIT Income Share
    Earnings Measures       $457  $252   $(5) $(0.11) $380  $196   $49  $1.05

    Adjustments (reflects
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses               25    25    16    0.35    27    27    17   0.39
      New aftermarket
       customer changeover
       costs                   5     5     3    0.06     6     6     4   0.08
      Charges related to
       refinancing             -     -    18    0.37     -     -     -    -
      Net tax Adjustments      -     -    54    1.15     -     -   (16) (0.34)
      Pension replacement      -     -     -     -      (7)   (7)   (5) (0.10)
      Reserve for
       receivables from
       former affiliate        -     -     -     -       3     3     2   0.04

    Non-GAAP earnings
     measures               $487  $282   $86   $1.82  $409  $225   $51  $1.12


    Full-year 2007 adjustments:
    -- Restructuring and restructuring related expenses of $25 million
       pre-tax, or 35-cents per diluted share;-- Aftermarket customer changeover costs of $5 million pre-tax, or 6-cents
       per diluted share;
    -- Refinancing charges of $26 million pre-tax, or 37-cents per diluted
       share;
    -- Net tax expenses of $54 million, or $1.15 per diluted share, which
       includes $66 million in non-cash tax expenses to realign the company's
       European ownership structure, and net tax benefits of $12 million
       related to a reduction in income tax rates in Germany and adjustments
       for prior year income tax returns.


    Full-year 2006 adjustments:
    -- Restructuring and restructuring related expenses of $27 million
       pre-tax, or 39-cents per diluted share;
    -- Aftermarket customer changeover costs of $6 million pre-tax, or 8-cents
       per diluted share;
    -- A reserve of $3 million pre tax, or 4-cents per diluted share, for
       receivables from a former affiliate;
    -- Benefit of $7 million pre-tax, or 10-cents per diluted share, from
       replacing the defined benefit pension plans in the U.S.;
    -- Tax benefits of $16 million, or 34-cents per diluted share, primarily
       for an investment tax credit in the Czech Republic, resolution of tax
       issues with former affiliates, and final adjustments to prior year
       income tax returns.

The company benefited in 2007 from its geographic and customer balance. Geographically, 53% of total 2007 revenue and 52% of EBIT was generated outside North America with a growing share in expanding markets like China and Eastern Europe.

"Tenneco performed exceptionally well in a year marked by industry challenges. We profitably launched more than $1 billion in new OE business globally, the majority of which featured advanced technology products and systems," Sherrill said. "We executed on our global growth strategies by investing in growing markets like Russia and China, and making strategic investments in engineering and innovative technologies that are already generating new business. At the same time, we improved our financial flexibility and successfully managed our overhead costs."

OUTLOOK

Tenneco anticipates ongoing industry volatility in 2008. The company expects that North America industry OE production volumes will be lower, Europe OE volumes will remain relatively stable, and strong sales growth in expanding markets like China, India and Brazil will continue.

In the first quarter, Tenneco expects higher year-over-year revenues in North America given its market position and the anticipated benefit of incremental sales from new OE emission control business it launched in 2007, which will be at higher production levels compared to first quarter last year. In Europe, the company also expects to benefit from its strong position in Eastern Europe and Russia, where industry growth is predicted.

In 2007, Tenneco generated $5.1 billion in global original equipment revenues. Adjusted for substrate sales, global original equipment value-added sales were $3.4 billion. Tenneco estimates that its global original equipment revenues will be approximately $5.5 billion in 2008 and $6.0 billion in 2009. Adjusted for substrate sales, original equipment value-added sales are estimated to be approximately $3.7 billion in 2008 and $4.1 billion in 2009.

The company expects the pricing environment for steel will increase gross steel costs year-over-year by up to $40 million in 2008, which it anticipates fully offsetting through cost reductions, manufacturing efficiencies, material substitutions, low-cost country sourcing and customer recovery.

As part of its five year strategic vision, Tenneco projects it will achieve an average compounded annual OE revenue growth rate of 11% to 13% between 2008 and 2012, primarily driven by tightening emission control regulations globally. This projection reflects new business the company has been already awarded or expects to win with light vehicle and commercial vehicle original equipment manufacturers.

"Tenneco has a proven track-record of execution and implementing the right strategies to be successful, even in tough markets," Sherrill said. "Given our leading technology and engineering capabilities, favorable geographic and customer balance, cost flexibility and a relentless focus on managing costs and improving operations, Tenneco is well-positioned to address the industry challenges in 2008 while capturing additional new business opportunities, which will fuel our growth globally over the next five to seven years."

    Attachment 1:
    Statements of Income - 3 Months
    Statements of Income - 12 Months
    Balance Sheet
    Statements of Cash Flow - 3 Months
    Statements of Cash Flow - 12 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 - 12 Months
    Reconciliation of GAAP to Non-GAAP Earnings Measures - 12 Months
    Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 Months
    Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 12 Months
    Reconciliation of Non-GAAP Measures - Ratio of Debt Net of Cash to
     Adjusted EBITDA - 12 Months
    Reconciliation of adjusted EBIT as a percent of value-added sales -
     3 Months and 12 Months

CONFERENCE CALL

The company will host a conference call on Thursday, January 24, 2008 at 10:30 a.m. EST. 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 January 24, 2008. To access this recording, dial 866-365-2445 (domestic) or 203-369-0215 (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.

2008 ANNUAL MEETING

The Tenneco Board of Directors has scheduled the corporation's annual meeting of shareholders for Tuesday, May 6, 2008 at 10:00 a.m. CDT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The record date for shareholders to vote at the meeting is March 11, 2008.

Tenneco is a $6.2 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 21,000 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.

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; Tenneco's status as supplier for the existing program and its relationship with the customer; and the actual original equipment revenues achieved by the company for each of the last several years compared to the amount of those revenues that the company estimated it would generate at the beginning of each year. These revenue estimates are also based on anticipated vehicle production levels and pricing, including precious metals pricing and certain actions to recover a portion of materials cost increases. The revenue estimates assume that foreign currency exchange rates will remain constant over the entire period.

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 DECEMBER 31,
                     (Millions except per share amounts)


                                           2007          2006 (1)
    Net sales and operating revenues      $1,565          $1,209

    Costs and Expenses
       Cost of Sales (exclusive of
        depreciation shown below)          1,341 (a)       1,019  (d)
       Engineering, Research and
        Development                           28              20
       Selling, General and
        Administrative                        99 (a)          85  (d)(e)(f)
       Depreciation and Amortization of
        Other Intangibles                     55              48
              Total Costs and Expenses     1,523           1,172

    Loss on sale of receivables               (2)             (2)
    Other Income / (Expense)                   3               4
    Total Other Income / (Expense)             1               2

    Income before Interest Expense,
     Income Taxes, and Minority Interest
       North America                          16 (a)          18  (d)(e)(f)
       Europe, South America & India          19 (a)          16  (d)
       Asia Pacific                            8               5
                                              43              39
    Less:
       Interest expense (net of
         interest capitalized)                52 (b)          34
       Income tax expense (benefit)           61 (c)         (12) (g)
       Minority interest                       2               2
    Net Income (loss)                        (72)             15


    Average common shares outstanding:
       Basic                                46.1            45.1
       Diluted                              47.8            47.2

    Earnings (loss) per share of common
     stock:
       Basic                              $(1.57)          $0.32

       Diluted                            $(1.57)          $0.31


    (a) Includes restructuring and restructuring related charges of
        $18 million pre-tax, $11 million after tax or $0.26 per share.  Of the
        adjustment $16 million is recorded in cost of sales and $2 million is
        recordedin SG&A.  Geographically, $2 million is recorded in North
        America and $16 million in Europe, South America and India.
    (b) Includes a charge of $21 million pre-tax, $14 million after-tax or
        $0.31 per share for cost related to refinancing our 10.25% senior
        secured notes.
    (c) Includes a $62 million or $1.34 per share tax charge for tax
        adjustments, including realigning the European ownership structure.
    (d) Includes restructuring and restructuring related charges of
        $6 million pre-tax, $4 million after tax or $0.08 per share.  Of the
        adjustment $4 million is recorded in cost of sales and $2 million is
        recorded in SG&A.  Geographically, $3 million is recorded in North
        America and $3 million in Europe, South America and India.
    (e) Includes pension replacement benefit of $7 million pre-tax,
        $5 million after tax or $0.10 per share.  The entire $7 million
        adjustment is recorded in SG&A and geographically in North America.
    (f) Includes reserve for receivables from former affiliate adjustment of
        $3 million pre-tax and $2 million after tax or $0.04 per share.  The
        entire $3 million adjustment is recorded in SG&A and geographically in
        North America.
    (g) Includes a $13 million or $0.28 per share tax benefit primarily
        related to FAS 109 adjustment, prior year true-up and Czech investment
        tax credit.

    (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
                       TWELVE MONTHS ENDED DECEMBER 31,
                     (Millions except per share amounts)


                                           2007         2006 (1)
    Net sales and operating revenues      $6,184         $4,682

    Costs and Expenses
       Cost of Sales (exclusive of
        depreciation shown below)          5,210 (a)      3,836  (e)
       Engineering, Research and
        Development                          114             88
       Selling, General and
        Administrative                       399 (a)(b)     373  (e)(f)(g)(h)
       Depreciation and Amortization of
        Other Intangibles                    205            184
              Total Costs and Expenses     5,928          4,481

    Loss on sale of receivables              (10)            (9)
    Other Income / (Expense)                   6              4
    Total Other Income / (Expense)            (4)            (5)

    Income before Interest Expense,
     Income Taxes, and Minority Interest
       North America                         120 (a)(b)     103  (e)(f)(g)(h)
       Europe, South America & India          99 (a)         81  (e)
       Asia Pacific                           33             12  (e)
                                             252            196
    Less:
       Interest expense (net of
         interest capitalized)               164 (c)        136
       Income tax expense                     83 (d)          5 (i)
       Minority interest                      10              6
    Net Income (loss)                         (5)            49


    Average common shares outstanding:
       Basic                                45.8           44.6
       Diluted                              47.5           46.8

    Earnings (loss) per share of common
     stock:
       Basic                              $(0.11)         $1.11

       Diluted                            $(0.11)         $1.05


    (a) Includes restructuring and restructuring related charges of
        $25 million pre-tax, $16 million after tax or $0.35 per share, of
        which $22 million is recorded in cost of sales and $3 million is
        recorded in SG&A.  Geographically, $3 million is recorded in North
        America and $22 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 pre-tax expenses of $26 million, $18 million after-tax or
        $0.37 per share for costs related to refinancing activities.
    (d) Includes a $54 million or $1.15 per share tax charge for tax
        adjustments, including realigning the European ownership structure.
    (e) Includes restructuring and restructuring related charges of
        $27 million pre-tax, $17 million aftertax or $0.39 per share, of
        which $23 million is recorded in cost of sales and $4 million is
        recorded in SG&A. Geographically, $13 million is recorded in North
        America, $8 million in Europe, South America and India and $6 million
        in Asia Pacific.
    (f) Includes customer changeover costs of $6 million pre-tax, $4 million
        after-tax or $0.08 per share.
    (g) Includes pension replacement benefit of $7 million pre-tax,
        $5 million after tax or $0.10 per share.  The entire $7 million
        adjustment is recorded in SG&A and geographically in North America.
    (h) Includes reserve for receivables from former affiliate adjustment of
        $3 million pre-tax and $2 million after tax or $0.04 per share.  The
        entire $3 million adjustment is recorded in SG&A and geographically in
        North America.
    (i) Includes a $16 million or $0.34 per share tax benefit primarily
        related to FAS 109 adjustment, prior year true-up, Czech investment
        tax credit and resolution of tax issues with former affiliates.

    (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)


                                   December 31, 2007    December 31, 2006 (1)

     Assets

        Cash and Cash Equivalents             $188                  $202

        Receivables, Net                       757 (a)               595 (a)

        Inventories                            539                   441

        Other Current Assets                   157                   177

        Investments and Other Assets           764                   766

        Plant, Property, and Equipment,
         Net                                 1,185                 1,093

        Total Assets                        $3,590                $3,274




    Liabilities and Shareholders' EquityShort-Term Debt                        $46                   $28

        Accounts Payable                       987                   781

        Accrued Taxes                           41                    49

        Accrued Interest                        22                    33

        Other Current Liabilities              262                   228

        Long-Term Debt                       1,328  (b)            1,357  (b)

        Deferred Income Taxes                  114                   107

        Deferred Credits and Other
         Liabilities                           359                   437

        Minority Interest                       31                    28

        Total Shareholders' Equity             400                   226

        Total Liabilities and
         Shareholders' Equity               $3,590                $3,274



                                     December 31, 2007     December 31, 2006
    (a) Accounts Receivables net of:
        Accounts receivables
         securitization programs              $157                  $133


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

        Borrowings against revolving
         credit facilities                    $169                  $-
        Term loan A (Due 2012)                 150                   -
        Term loan B (Due 2010)                 -                     356
        10.25% senior notes (Due 2013)         251                   487
        8.625% subordinated notes
         (Due 2014)                            500                   500
        8.125% senior notes (Due 2015)         250                   -
        Other long term debt                     8                    14

                                            $1,328                $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
                                                           December 31,
                                                      2007            2006 (1)

       Operating activities:
         Net income (loss)                            $(72)              $15
         Adjustments to reconcile net income (loss)
          to net cash provided (used) by operating
          activities -
           Depreciation and amortization
            of other intangibles                        55                48
           Stock option expense                          2                 2
           Deferred income taxes                        48               (50)
           Loss on sale of assets, net                   -                 1
           Changes in components of working
            capital (net of acquisition)-
             (Inc.)/dec. in receivables                173                62
             (Inc.)/dec. in inventories                 47                (9)
             (Inc.)/dec. in prepayments
              and other current assets                  50                19
             Inc./(dec.) in payables                   (72)               38
             Inc./(dec.) in taxes accrued              (15)               23
             Inc./(dec.) in interest accrued            (6)                2
             Inc./(dec.) in other current
              liabilities                               (2)               (5)
           Other                                        (8)               (8)
       Net cash provided by operating activities       200               138

       Investing activities:
         Net proceeds from sale of assets                8                11
         Cash payments for plant, property &
          equipment                                    (61)              (43)
         Cash payments for software-related
          intangibles                                   (5)               (4)
         Investments and other                           -                 2
       Net cash used by investing activities           (58)              (34)

       Financing activities:
         Issuance of common shares                       2                 4
         Issuance of long-term debt                    250                 -
         Debt issuance costs on long-term debt          (5)
         Retirement of long-term debt                 (230)               (1)
         Net inc./(dec.) in revolver borrowings
          and short-term debt excluding current
          maturities on long-term debt                (177)              (26)
         Distribution to minority interest partners     (3)               (3)
         Other                                          (2)               (2)
       Net cash provided (used) by financing
        activities                                    (165)              (28)

       Effect of foreign exchange rate changes on
        cash and cash equivalents                        8                10

       Increase (Decrease) in cash and cash
        equivalents                                    (15)               86
       Cash and cash equivalents, October 1            203               116
       Cash and cash equivalents, December 31         $188              $202

       Cash paid during the period for interest        $64               $34
       Cash paid during the period for income taxes     15                 8

       Non-cash Investing and Financing  Activities
         Period ended balance of payables for plant,
          property, and equipment                      $40               $18


    (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)

                                                       Twelve Months Ended
                                                           December 31,
                                                      2007            2006 (1)

       Operating activities:
         Net income (loss)                             $(5)              $49
         Adjustments to reconcile net income (loss)
          to net cash provided (used) by operating
          activities -
           Depreciation and amortizationof other intangibles                       205               184
           Stock option expense                          9                 7
           Deferred income taxes                        25               (41)
           Loss on sale of assets, net                   8                 3
           Changes in components of working
            capital (net of acquisition)-
             (Inc.)/dec. in receivables               (117)              (24)
             (Inc.)/dec. in inventories                (66)              (57)
             (Inc.)/dec. in prepayments
              and other current assets                  15               (25)
             Inc./(dec.) in payables                   123                92
             Inc./(dec.) in taxes accrued              (25)               15
             Inc./(dec.) in interest accrued           (10)                2
             Inc./(dec.) in other current
              liabilities                               24                 3
           Other                                       (21)               (5)
       Net cash provided by operating activities       165               203

       Investing activities:
         Net proceeds from sale of assets               10                17
         Cash payments for plant, property &
          equipment                                   (177)             (177)
         Cash payments for software-related
          intangibles                                  (19)              (13)
         Cash payment for net assets purchased         (16)                -
         Investments and other                           -                 1
       Net cash used by investing activities          (202)             (172)

       Financing activities:
         Issuance of common shares                       8                17
         Issuance of long-term debt                    400                 -
         Debt issuance costs on long-term debt         (11)
         Retirement of long-term debt                 (591)               (4)
         Net inc./(dec.) in revolver borrowings
          and short-term debt excluding current
          maturities on long-term debt                 183                 3
         Distribution to minority interest partners     (6)               (4)
         Other                                           -                 -
       Net cash provided (used) by financing
        activities                                     (17)               12

       Effect of foreign exchange rate changes on
        cash and cash equivalents                       40                18

       Increase (Decrease) in cash and cash
        equivalents                                    (14)               61
       Cash and cash equivalents, January 1            202               141
       Cash and cash equivalents, December 31         $188              $202

       Cash paid during the period for interest       $177              $137
       Cash paid during the period for income taxes     60                26

       Non-cash Investing and Financing Activities
         Period ended balance of payables for plant,
          property, and equipment                      $40               $18


    (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

                                                          Q4 2007
                                            North    Europe     Asia
                                           America    & SA     Pacific   Total
    Net income (loss)                                                    $(72)

    Minority interest                                                       2

    Income tax expense                                                     61

    Interest expense (net of interest
     capitalized)                                                          52

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                          $16       $19        $8       43

    Depreciation and amortization of other
     intangibles                              28        22         5       55

    Total EBITDA (2)                         $44       $41       $13      $98


                                                          Q4 2006 (3)North    Europe     Asia
                                           America    & SA     Pacific   Total
    Net income (loss)                                                     $15

    Minority interest                                                       2

    Income tax benefit                                                    (12)

    Interest expense (net of interest
     capitalized)                                                          34

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                          $18       $16        $5       39

    Depreciation and amortization of other
     intangibles                              24        20         4       48

    Total EBITDA (2)                         $42       $36        $9      $87



    (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 investors 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.



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


                                     Q4 2007                Q4 2006 (5)
                            EBITDA       Net    Per   EBITDA       Net   Per
                             (3)  EBIT Income  Share   (3)  EBIT Income Share
    Earnings Measures         $98  $43  $(72) $(1.57)  $87   $39   $15  $0.31

    Adjustments (reflect
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses                18   18    11    0.26     6     6     4   0.08
      Charges related to
       refinancing              -    -    14    0.31     -     -     -      -
      Net tax adjustments       -    -    62    1.34     -     -   (13) (0.28)
      Pension replacement (4)   -    -     -       -    (7)   (7)   (5) (0.10)
      Reserve for receivables
       from former affiliate    -    -     -       -     3     3     2   0.04

    Non-GAAP earnings
     measures                $116  $61   $15   $0.34   $89   $41    $3  $0.05


                                                              Q4 2007
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                               $16   $19    $8    $43
     Restructuring and
      restructuring related
      expenses                                           2    16     -     18

    Adjusted EBIT                                      $18   $35    $8    $61


                                                            Q4 2006 (5)
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                               $18    16    $5    $39
     Restructuring and
      restructuring related
      expenses                                           3     3     -      6
     Pension replacement (4)                            (7)    -     -     (7)
     Reserve for receivables
      from former affiliate                              3     -     -      3

    AdjustedEBIT                                      $17   $19    $5    $41


    (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 investors 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) 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.

    (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 (1) NET INCOME TO EBITDA (2)
                                  Unaudited


                                                          YTD 2007
                                            North    Europe     Asia
                                           America    & SA     Pacific   Total
    Net income (loss)                                                     $(5)

    Minority interest                                                      10

    Income tax expense                                                     83

    Interest expense (net of interest
     capitalized)                                                         164

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                          $120      $99       $33      252

    Depreciation and amortization of other
     intangibles                              103       86        16      205

    Total EBITDA (2)                         $223     $185       $49     $457


                                                          YTD 2006 (3)
                                            North    Europe     Asia
                                           America    & SA     Pacific   Total
    Netincome (loss)                                                     $49

    Minority interest                                                       6

    Income tax expense                                                      5

    Interest expense (net of interest
     capitalized)                                                         136

    EBIT, Income before interest expense,
     income taxes and minority interest
     (GAAP measure)                          $103      $81       $12      196

    Depreciation and amortization of other
     intangibles                               92       79        13      184

    Total EBITDA (2)                         $195     $160       $25     $380



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


                                    YTD 2007               YTD 2006 (6)
                            EBITDA       Net    Per  EBITDA        Net   Per
                             (3)  EBIT Income  Share  (3)   EBIT Income Share
    Earnings Measures        $457 $252   $(5) $(0.11) $380  $196   $49  $1.05

    Adjustments (reflect
     non-GAAP measures):
      Restructuring and
       restructuring related
       expenses                25   25    16    0.35    27    27    17   0.39
      New aftermarket
       customer changeover
       costs (4)                5    5     3    0.06     6     6     4   0.08
      Charges related to
       refinancing activities   -    -    18    0.37     -     -     -      -
      Net tax adjustments       -    -    54    1.15     -     -   (16) (0.34)
      Pension replacement (5)   -    -     -       -    (7)   (7)   (5) (0.10)
      Reserve for receivables
       from former affiliate    -    -     -       -     3     3     2   0.04

    Non-GAAP earnings
     measures                $487 $282   $86   $1.82  $409  $225   $51  $1.12


                                                             YTD 2007
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                              $120   $99   $33   $252
     Restructuring and
      restructuring related
      expenses                                           3    22     -     25
     New aftermarket
      customer changeover
      costs (4)                                          5     -     -      5

    Adjusted EBIT                                     $128  $121   $33   $282


                                                           YTD 2006 (6)
                                                     North Europe Asia
                                                    America & SA Pacific Total
    EBIT                                              $103    81   $12   $196
     Restructuring and
      restructuring related
      expenses                                          13     8     6     27
     New aftermarket
      customer changeover
      costs (4)6     -     -      6
     Pension replacement (5)                            (7)    -     -     (7)
     Reserve for receivables
      from former affiliate                              3     -     -      3

    Adjusted EBIT                                     $118   $89   $18   $225


    (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 investors 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 time period 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) 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 (1)
                                  Unaudited


                                              Q4 2007
                                                       Substrate   Revenues
                                                        Sales      Excluding
                                             Revenues  Excluding   Currency
                                   Currency  Excluding Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America Original
     EquipmentRide Control          $123     $-       $123        $-        $123
       Exhaust                469      3        466       247         219
       Total North America
        Original Equipment    592      3        589       247         342

    North America Aftermarket
       Ride Control            85      -         85         -          85
       Exhaust                 37      -         37         -          37
       Total North America
        Aftermarket           122      -        122         -         122

    Total North America       714      3        711       247         464

    Europe Original Equipment
       Ride Control           116     12        104         -         104
       Exhaust                395     38        357       124         233
       Total Europe Original
        Equipment             511     50        461       124         337

    Europe Aftermarket
       Ride Control            49      5         44         -          44
       Exhaust                 47      4         43         -          43
       Total Europe
        Aftermarket            96      9         87         -          87

    South America & India      96     11         85        11          74

    Total Europe, South
     America & India          703     70        633       135         498

    Asia                       98      9         89        34          55

    Australia                  50      7         43         6          37

    Total Asia Pacific        148     16        132        40          92

    Total Tenneco Inc.     $1,565    $89     $1,476      $422      $1,054


                                           Q4 2006 (2)
                                                       Substrate   Revenues
                                                        Sales      Excluding
                                             Revenues  Excluding   Currency
                                   Currency  Excluding Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America Original
     Equipment
       Ride Control          $112     $-       $112        $-        $112
       Exhaust                251      -        251        91         160
       Total North America
        Original Equipment    363      -        363        91         272

    North America Aftermarket
       Ride Control            81      -         81-          81
       Exhaust                 34      -         34         -          34
       Total North America
        Aftermarket           115      -        115         -         115

    Total North America       478      -        478        91         387

    Europe Original Equipment
       Ride Control           100      -        100         -         100
       Exhaust                352      -        352       167         185
       Total Europe Original
        Equipment             452      -        452       167         285

    Europe Aftermarket
       Ride Control            40      -         40         -          40
       Exhaust                 50      -         50         -          50
       Total Europe
        Aftermarket            90      -         90         -          90

    South America & India      71      -         71         8          63

    Total Europe, South
     America & India          613      -        613       175         438

    Asia                       73      -         73        26          47

    Australia                  45      -         45         5          40

    Total Asia Pacific        118      -        118        31          87

    Total Tenneco Inc.     $1,209     $-     $1,209      $297        $912


    (1) 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.

    (2) As disclosed in Tenneco'sForm 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 (1)
                                  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          $514     $-       $514        $-        $514
       Exhaust              1,850      5      1,845       924         921
       Total North America
        Original Equipment  2,364      5      2,359       924       1,435

    North America Aftermarket
       Ride Control           385      -        385         -         385
       Exhaust                152      -        152         -         152
       Total North America
        Aftermarket           537      -        537         -         537

    Total North America     2,901      5      2,896       924       1,972

    Europe Original Equipment
       Ride Control           427     37        390         -         390
       Exhaust              1,569    120      1,449       511         938
       Total Europe Original
        Equipment           1,996    157      1,839       511       1,328

    Europe Aftermarket
       Ride Control           201     15        186         -         186
       Exhaust                207     16        191         -         191
       Total Europe
        Aftermarket           408     31        377         -         377

    South America & India     333     24        309        39         270

    Total Europe, South
     America & India        2,737    212      2,525       550       1,975

    Asia                      352     15        337       123         214

    Australia                 194     23        171        25         146

    Total Asia Pacific        546     38        508       148         360

    Total Tenneco Inc.     $6,184   $255     $5,929    $1,622      $4,307


                                           YTD 2006 (2)
                                                       Substrate   Revenues
                                                        Sales      Excluding
                                             Revenues  Excluding   Currency
                                   Currency  Excluding Currency  and Substrate
                          Revenues  Impact   Currency   Impact      Sales
    North America Original
     Equipment
       Ride Control          $483     $-       $483        $-        $483
       Exhaust                928      -        928       272         656
       Total North America
        Original Equipment  1,411      -      1,411       272       1,139

    North America Aftermarket
       Ride Control           383      -        383         -         383
       Exhaust                162      -        162         -         162
       Total North America
        Aftermarket           545      -        545         -         545

    Total North America     1,956      -      1,956       272       1,684

    Europe Original Equipment
       Ride Control           380      -        380         -         380
       Exhaust              1,264      -      1,264       519         745
       Total Europe Original
        Equipment           1,644      -      1,644       519       1,125

    Europe Aftermarket
       Ride Control           178      -        178         -         178
       Exhaust                211      -        211         -         211
       Total Europe
        Aftermarket           389      -        389         -         389

    South America & India     272      -        272        32         240

    Total Europe, South
     America & India        2,305      -      2,305       551       1,754

    Asia                      246      -        246        85         161

    Australia                 175      -        175        19         156

    Total Asia Pacific        421      -        421       104         317

    Total Tenneco Inc.     $4,682     $-     $4,682      $927      $3,755


    (1) Tenneco presents the above reconciliation of revenues in order toreflect 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.

    (2) 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 (5)
                  Debt net of cash / Adjusted EBITDA - 12 months


                                                Year Ended December 31

                                                  2007          2006

    Total debt                                   $1,374        $1,385

    Cash and cash equivalents                       188           202

    Debt net of cash balances (1)                 1,186         1,183

    Adjusted EBITDA (2) (3)                         487           409

    Ratio of net debt to adjusted EBITDA (4)       2.4x          2.9x



    (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 repaydebt on a
        dollar-for-dollar basis.

    (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 Inc. has presented EBITDA because it regularly
        reviews EBITDA as a measure of the company's performance.  In
        addition, Tenneco believes its investors 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) 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.  Similar adjustments to EBITDA have been recorded in
        earlier periods, and similar types of adjustments can reasonably be
        expected to be recorded in future periods. The company believes
        investors find the non-GAAP information helpful in understanding the
        ongoing performance of operations separate from items that may have a
        disproportionate positive or negative impact on the company's
        financial results in any particular period.

    (4) Tenneco presents the above reconciliation of the ratio of debt net of
        cash to annual 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, annual adjusted EBITDAis used as an
        indicator of the company's performance and debt net of cash is
        presented as an indicator of our credit position and progress toward
        reducing our financial leverage.  This reconciliation is provided as
        supplemental information and not intended to replace the company's
        existing covenant ratios or any other financial measures that
        investors may find useful in describing the company's financial
        position. See notes (1), (2) and (3) for a description of the
        limitations of using debt net of cash, EBITDA and adjusted EBITDA.

    (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 (1) TO NON-GAAP EARNINGS MEASURES (2)
               Adjusted EBIT as a Percent of Value Added Sales
                                  Unaudited




                                       Q4 2007   Q4 2006 (3)   2007   2006 (3)

    Net Sales                           $1,565    $1,209     $6,184    $4,682
    Substrate Sales                       $440      $297     $1,673      $927
    Value-Added Sales                   $1,125      $912     $4,511    $3,755

    Adjusted EBIT                          $61       $41       $282      $225

     Adjusted EBIT as a percentage of
      Value Added Sales                   5.4%      4.4%       6.2%      6.0%



    (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 fourth
        quarters of 2007 and 2006 and full year 2006 and 2007 in a manner that
        allows a better understanding of our operational results compared to
        our value-added sales by excluding the impact of substrate sales,
        which generally carry lower margins.  Using only the GAAP revenue
        measures to analyze Adjusted EBIT margin would have material
        limitations because the impact of lower-margin substrate sales can
        obscure the impact of Tenneco's higher technology value add hot-end
        emissions business.  Management compensates for these limitations by
        utilizing both Adjusted EBIT as a percentage of Net Sales and Adjusted
        EBIT as a percentage of Value-Added Sales to understand and analyze
        the results of the business.  The company believes investors find the
        non-GAAP information helpful in understanding the trends in Tenneco's
        EBIT margins.

    (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.


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

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