Tenneco Reports Second Quarter Earnings

* Reuters is not responsible for the content in this press release.

Thu Jul 31, 2008 8:00am EDT

LAKE FOREST, Ill.--(Business Wire)--
Tenneco Inc. (NYSE:TEN):

   --  Reports global revenues of $1.65 billion on strong Europe and
        Asia-Pacific sales

   --  Combined Europe segment and Asia Pacific EBIT up 10%
        year-over-year

   --  Expects $10 million in annualized savings from initial
        restructuring to address North American industry changes

   --  New off-road commercial vehicle business announced

   Tenneco Inc. (NYSE:TEN) reported second quarter net income of $13
million, or 26-cents per diluted share, compared with $41 million, or
85-cents per diluted share, in second quarter 2007. Adjusted for the
items below, net income was $34 million, or 71-cents per diluted
share, versus $42 million, or 88-cents per diluted share a year ago.
The tables in this press release reconcile GAAP results to non-GAAP
results.

   EBIT (earnings before interest, taxes and minority interest) was
$75 million, versus $103 million a year ago. Solid profit improvements
in the company's Europe and Asia Pacific segments partially offset
lower profitability in North America due to significant industry OE
production cuts and customer changeover costs for new aftermarket
business. Adjusted EBIT was $88 million, compared with $105 million in
second quarter 2007. EBITDA including minority interest (EBIT before
depreciation and amortization) was $132 million versus $153 million
the previous year. Adjusted EBITDA including minority interest was
$145 million compared with $155 million a year ago.

   "Our strong performance in Europe, South America and Asia this
quarter partially offset the impact from tough market conditions in
North America, marked by a vehicle mix shift away from light trucks
and SUVs and a 15% decline in industry OE production volumes," said
Gregg Sherrill, chairman and CEO, Tenneco. "We responded quickly to
market changes by aggressively reducing costs across the entire
organization and flexing operations at our North American plants as
quickly as feasible to adjust to declining customer production
schedules."

   Adjusted second quarter 2008 and 2007 results:

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                          Q2 2008                    Q2 2007
                 -------------------------- --------------------------
                              Net     Per                Net     Per
                 EBITDA EBIT  Income  Share EBITDA EBIT  Income  Share
                 ------ ---- ------- ------ ------ ---- ------- ------
Earnings
 Measures          $132  $75     $13  $0.26   $153 $103     $41  $0.85

Adjustments
 (reflects non-
 GAAP measures):
 Restructuring
  and
  restructuring
  related
  expenses            6    6       4   0.08      2    2       1   0.03
 New Aftermarket
  customer
  changeover
  costs               7    7       4   0.09      -    -       -      -
 Tax Adjustments      -    -      13   0.28      -    -       -      -


                 ------ ---- ------- ------ ------ ---- ------- ------
Non-GAAP
 earnings
 measures          $145  $88     $34  $0.71   $155 $105     $42  $0.88
                 ====== ==== ======= ====== ====== ==== ======= ======
*T

   Second quarter 2008 adjustments:

   --  Restructuring and related expenses of $6 million pre-tax, or
        8-cents per diluted share;

   --  Aftermarket customer changeover costs of $7 million pre-tax,
        or 9-cents per diluted share related to new aftermarket
        business (expenses incurred to replace competitors' products
        with Tenneco products);

   --  Non-cash tax expense of $13 million, or 28-cents per diluted
        share, for tax liabilities related to changes in inter-company
        billing arrangements.

   Second quarter 2007 adjustments:

   --  Restructuring and related expenses of $2 million pre-tax, or
        3-cents per diluted share.

   Second quarter revenue was $1.651 billion, compared with $1.663
billion a year ago. Substrate sales in the quarter declined to $401
million from $460 million the previous year. Excluding substrate sales
and a currency benefit of $115 million, revenue was $1.161 billion,
down 3% from $1.203 billion in second quarter 2007. The revenue
decline was driven by lower North America OE revenues due to lower
production volumes, a rapid vehicle mix shift and the American Axle
strike, which extended two months into the quarter, all of which was
compounded by strikes at GM plants producing crossover vehicles and
the Chevrolet Malibu.

   Cash provided by operations in the quarter was $61 million versus
$67 million a year ago. Cash used for working capital was about the
same year-over-year. A higher level of securitized accounts receivable
in second quarter 2008 offset the impact from lower earnings in the
quarter.

   At quarter-end, debt net of cash balances was $1.328 billion,
compared with $1.282 billion at the end of second quarter 2007. Cash
balances were $164 million versus $168 million the prior year. Total
debt was $1.492 billion versus $1.450 billion a year ago. At the end
of the quarter, the ratio of debt net of cash balances to adjusted LTM
(last twelve months) EBITDA including minority interest was 2.8x,
compared with 2.9x at the end of second quarter 2007.

   Gross margin in the quarter was 16.2% compared with 17.2% in the
second quarter 2007. The decline was more than driven by the decline
in North America OE production and the mix shift away from light
trucks and SUVs. Gross margin included $3 million in
restructuring-related expenses in the second quarter 2008, compared to
$2 million in second quarter 2007.

   Steel costs in the quarter were $17 million higher than one year
ago driven by increasing surcharges for chrome purchases in North
America. The company is addressing these increases with cost
reductions, aftermarket price increases and OE customer recovery
efforts.

   SGA&E (selling, general, administrative and engineering) expense
in the quarter was 8.2% of sales versus 8.0% a year ago, as stepped up
cost management actions were offset by $7 million in customer
changeover costs for new business and $3 million for restructuring.
SGA&E as a percent of sales was also impacted by lower than planned
revenue due to the significant drop in North America OE production
including the impact of strikes. The company continued to make the
necessary planned engineering investments globally for future new
business.

   NORTH AMERICA

   --  OE revenue was $516 million, down from $661 million a year
        ago. Excluding substrate sales, revenue was down 18%
        year-over-year to $324 million from $395 million. Most of the
        revenue decline occurred in the emission control business,
        which saw a 23% drop in revenue excluding substrate sales, due
        to the significant reduction in customer light truck
        production. Ride control revenue declined 8% as the $12
        million in passenger car-related revenue generated in June at
        the recently acquired Kettering, Ohio ride control operations
        partially offset the impact of significantly lower light truck
        and SUV production.

   --  Aftermarket revenue was up 6% year-over-year to $158 million
        from $149 million, primarily driven by $6 million in ride
        control and exhaust product sales to new customers. Excluding
        favorable currency, revenue was $156 million.

   --  EBIT for North America operations was $17 million, compared
        with $50 million a year ago. Excluding the impact of
        restructuring and aftermarket customer changeover costs for
        new business, EBIT was $25 million versus $50 million in
        second quarter 2007.

   --  The adjusted EBIT decrease was due to the OE vehicle mix shift
        and industry production volume declines that significantly
        offset the benefit from higher aftermarket sales and lower
        SG&A spending. Adjusted EBIT was negatively impacted by:

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       -- The lower sales to OE customers due to light truck and SUV
           production declines as well as strikes during the quarter.
           This also negatively impacted Tenneco's mix. Together,
           these factors accounted for a $27 million EBIT decline.
       -- Manufacturing absorption driven by significant downward
           changes to customer production schedules, which reduced
           EBIT by an additional $12 million.
       -- Higher depreciation expense of $2 million resulting from
           capital expenditures made to support the 2007 emission
           control platform launches.
*T

   --  Partially offsetting these declines were the positive benefits
        of:

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       -- Higher aftermarket volumes and 2008 OE platform launches in
           both the emission control and ride control businesses,
           contributing $9 million in year-over-year EBIT improvement.
       -- Focused spending reduction efforts to help counter the
           eroding North America industry environment, predominantly
           in lower SG&A costs.
*T

   EUROPE, SOUTH AMERICA AND INDIA

   --  Europe OE revenue was $578 million, up from $513 million a
        year ago. Excluding the impact of substrate sales and
        favorable currency, revenue was $370 million, versus $367
        million the prior year. The year-over-year revenue comparison
        also reflects $7 million less in alloy surcharge cost
        recovery, driven by lower nickel prices. The increased revenue
        in the quarter included ride control business on vehicles like
        the VW Passat and Mercedes C-class - both with CES technology
        - and emission control platforms including the BMW 1 and 3
        series, Mini and VW Golf.

   --  Europe aftermarket revenue was $129 million compared with $124
        million a year ago. Excluding the impact of favorable
        currency, revenue was $114 million. Lower exhaust product
        sales drove down revenue and were the result of overall
        exhaust market declines.

   --  South America and India revenue increased to $108 million from
        $81 million a year ago, driven by strong aftermarket sales and
        OE volumes in South America. Excluding substrate sales and
        currency, revenue was $82 million up from $70 million.

   --  EBIT for Europe, South America and India increased to $48
        million, up year-over-year from $45 million. Adjusted for
        restructuring in each quarter, EBIT was $51 million, compared
        with $47 million the prior year. The increase was driven by OE
        volume increases, strong operational improvements and $2
        million in favorable currency, which more than offset the
        impact from lower Europe aftermarket sales.

   ASIA PACIFIC

   --  Asia revenue increased 23% to $105 million from $85 million
        the prior year. Excluding substrate sales and favorable
        currency, revenue was $68 million versus $55 million. The
        increase was due to strong OE volumes in China, which drove
        China revenue up 23% year-over-year.

   --  Australia revenue was up 13% to $57 million from $50 million a
        year ago, driven by higher OE production. Excluding substrate
        sales and currency, revenue was $47 million versus $43
        million.

   --  Asia Pacific EBIT was $10 million, up from $8 million a year
        ago. Adjusted for $2 million in restructuring costs in second
        quarter 2008, EBIT was $12 million, versus $8 million. The
        increase was driven by strong OE volumes in China, operational
        improvements and $1 million in favorable currency.

   OUTLOOK

   Tenneco expects ongoing production volatility in the North America
market as its OE customers continue to adjust production schedules to
overall weak vehicle sales and the mix shift away from light trucks
and SUVs. Although Europe economic indicators are weakening, the
company expects overall European production to remain relatively
stable in the third quarter with weakening Western Europe industry
sales continuing to be offset by Eastern Europe. In China, the company
anticipates slowing overall industry growth. Tenneco also expects
global aftermarket conditions to remain flat to slightly down.

   Tenneco updates its global original equipment revenue guidance
annually; however, the company announced today that the guidance
provided in its fourth quarter 2007 earnings release is no longer
applicable given the challenging economic conditions facing the
automotive industry in North America and around the world. The company
is not providing a specific update to its 2008 and 2009 guidance due
to the volatility of market conditions in North America and the
uncertainties around customer restructurings and plant shut-downs.

   In response to the downturn in North American production, Tenneco
earlier this week implemented initial restructuring initiatives across
its North America OE business units, resulting in the elimination of
about 6% of its salaried staff (about 75 salaried positions) through
voluntary and involuntary severance programs. The company expects
these actions will generate $7 million in annualized savings. In June,
the company eliminated 25 salaried positions within its North American
aftermarket business unit (7% of its aftermarket salaried staff),
which the company expects will result in an additional $3 million in
annualized savings. The company recognized $1 million in restructuring
expense related to these actions in the second quarter and expects an
additional $5 million in restructuring expense in the third quarter.

   Tenneco continues to adjust its hourly staff levels at its North
American plants in conjunction with customer production schedules. The
company is also reviewing its longer-term North American capacity
requirements, needing to balance the negative impact of recent light
vehicle customer announcements regarding manufacturing operations
changes and plant closings with Tenneco's capacity needs to
accommodate its fast-growing commercial vehicle business.

   "We continue to closely monitor industry conditions on a regional
basis and will take the additional steps necessary to match our
operations to the market," Sherrill said. "In the near term, we are
committed to making the right changes, particularly in North America,
without compromising our long-term growth opportunities."

   GROWTH

   The company reiterates its expectations to achieve an average
compounded annual OE revenue growth rate of 11% to 13% between 2008
and 2012. Tenneco expects half of this growth to be generated in the
commercial vehicle market with significant new emissions control
business for on-road and off-road applications.

   To date, the company has been awarded 37 development or production
contracts globally to supply diesel after-treatment technologies to
meet stricter emissions regulations that take effect in various
regions of the world starting in 2010. These include 21 commercial
vehicle contracts for on-road and off-road (construction and
agriculture) applications; 15 light vehicle contracts; and one
contract to meet locomotive regulations.

   Yesterday, the company announced that it is working with
Caterpillar Inc. to develop and produce diesel engine after-treatment
systems for Caterpillar engines. Tenneco's advanced after-treatment
systems, along with Caterpillar's leading engine emissions reduction
technology, will be used globally to meet stricter diesel emissions
regulations that phase in beginning in 2011.

   Tenneco continues to win new business in the expanding BRIC
markets and is continuing its strong position in North America
relative to the emissions control requirements for half-ton and
three-quarter ton diesel pick-up trucks.

   "Our growth prospects remain robust thanks to our advanced
technology to meet future environmental regulations, which is driving
more emission control business in both the light vehicle and
commercial vehicle segments worldwide," Sherrill said. "Coupled with
our unmatched global manufacturing footprint, which is generating new
ride control and emission control business in the growth economies of
Eastern Europe, as well as Brazil, Russia, India and China, we remain
confident in our projection to grow our global OE revenues at an
average compounded annual growth rate of 11% to 13% over the next five
years."

   Attachment 1:

   Statements of Income - 3 Months

   Statements of Income - 6 Months

   Balance Sheets

   Statements of Cash Flow - 3 Months

   Statements of Cash Flow - 6 Months

   Attachment 2:

   Reconciliation of GAAP Net Income to EBITDA including minority
interest - 3 Months

   Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months

   Reconciliation of GAAP Net Income to EBITDA including minority
interest - 6 Months

   Reconciliation of GAAP to Non-GAAP Earnings Measures - 6 Months

   Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3
Months

   Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 6
Months

   Reconciliation of Non-GAAP Measures - Ratio of Debt Net of Cash to
Adjusted EBITDA including minority interest - LTM

   CONFERENCE CALL

   The company will host a conference call on Thursday, July 31, 2008
at 11:00 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 www.tenneco.com. A recording of the call will be
available one hour following completion of the call on July 31, 2008.
To access this recording, dial 800-294-0991 (domestic) or 402-220-9753
(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 $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.

   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 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;

   (iii) 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;

   (iv) 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;

   (v) 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;

   (vi) 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;

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

   (viii) 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;

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

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

   (xi) 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;

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

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

   (xiv) 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

   (xv) 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 for the
year ended December 31, 2007. Please see "Outlook" under "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations" included in the company's form 10-K for the year ended
December 31, 2007 for information regarding the company's revenue
projection. Further information can be found on the company's web site
at www.tenneco.com.

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                                                          ATTACHMENT 1

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


                                        2008               2007
                                    ------------       ------------
Net sales and operating revenues         $1,651             $1,663
                                    ============       ============

Costs and Expenses
    Cost of Sales (exclusive of                 (a)                (d)
     depreciation shown below)            1,383              1,377
    Engineering, Research and
     Development                             34                 29
    Selling, General and
     Administrative                         102 (a) (b)        104
    Depreciation and Amortization
     of Other Intangibles                    57                 50
                                    ------------       ------------
      Total Costs and Expenses            1,576              1,560
                                    ============       ============

Loss on sale of receivables                  (2)                (3)
Other Income (Expense)                        2                  3
                                    ------------       ------------
Total Other Income (Expense)                  -                  -
                                    ------------       ------------

Income before Interest Expense,
  Income Taxes, and Minority
   Interest
    North America                            17 (a) (b)         50
    Europe, South America & India            48 (a)             45 (d)
    Asia Pacific                             10 (a)              8
                                    ------------       ------------
                                             75                103
Less:
   Interest expense (net of
    interest capitalized)                    33                 40
   Income tax expense                        27 (c)             20
   Minority interest                          2                  2
                                    ------------       ------------
Net Income                                   13                 41
                                    ------------       ------------


Average common shares outstanding:
   Basic                                   46.4               45.8
                                    ============       ============
   Diluted                                 47.7               47.7
                                    ============       ============

Earnings per share of common stock:
   Basic                                  $0.26              $0.89
                                    ============       ============
   Diluted                                $0.26              $0.85
                                    ============       ============
*T

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(a) Includes restructuring and restructuring related charges of $6
 million pre-tax, $4 million after tax or $0.08 per diluted share. Of
 the adjustment $3 million is recorded in cost of sales and $3 million
 is recorded in SG&A. Geographically, $1 million is recorded in North
 America, $3 million in Europe, South America and India and $2 million
 in Asia Pacific.

(b) Includes customer changeover costs of $7 million pre-tax, $4
 million after-tax or $0.09 per diluted share.

(c) Includes a $13 million or $0.28 per diluted share charge for tax
 adjustments.

(d) Includes restructuring and restructuring related charges of $2
 million pre-tax, $1 million after tax or $0.03 per diluted share,
 which is recorded in cost of sales in Europe, South America and
 India.
*T

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                                                          ATTACHMENT 1

              TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
                         STATEMENTS OF INCOME
                              Unaudited
----------------------------------------------------------------------
                      SIX MONTHS ENDED JUNE 30,
                 (Millions except per share amounts)


                                        2008               2007
                                    ------------       ------------
Net sales and operating revenues         $3,211             $3,063
                                    ============       ============

Costs and Expenses
   Cost of Sales (exclusive of                  (a)                (d)
    depreciation shown below)             2,709              2,556
   Engineering, Research and
    Development                              70                 56
   Selling, General and                                            (d)
    Administrative                          207 (a) (b)        199
   Depreciation and Amortization of
    Other Intangibles                       112                 98
                                    ------------       ------------
     Total Costs and Expenses             3,098              2,909
                                    ============       ============

Loss on sale of receivables                  (4)                (5)
Other Income (Expense)                        5                  3
                                    ------------       ------------
Total Other Income (Expense)                  1                 (2)
                                    ------------       ------------

Income before Interest Expense,
 Income Taxes, and Minority
  Interest
   North America                             26 (a) (b)         80 (d)
   Europe, South America & India             73 (a)             58 (d)
   Asia Pacific                              15 (a)             14
                                    ------------       ------------
                                            114                152
Less:
   Interest expense (net of                                        (e)
    interest capitalized)                    58                 80
   Income tax expense                        32 (c)             22
   Minority interest                          5                  4
                                    ------------       ------------
Net Income                                   19                 46
                                    ------------       ------------


Average common shares outstanding:
   Basic                                   46.3               45.6
                                    ============       ============
   Diluted                                 47.7               47.4
                                    ============       ============

Earnings per share of common stock:
   Basic                                  $0.40              $1.00
                                    ============       ============
   Diluted                                $0.39              $0.96
                                    ============       ============
*T

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(a) Includes restructuring and restructuring related charges of $10
 million pre-tax, $7 million after tax or $0.14 per diluted share. Of
 the adjustment $6 million is recorded in cost of sales and $4 million
 is recorded in SG&A. Geographically, $2 million is recorded in North
 America, $6 million in Europe, South America and India and $2 million
 in Asia Pacific.

(b) Includes customer changeover costs of $7 million pre-tax, $4
 million after-tax or $0.09 per diluted share.

(c) Includes a $14 million or $0.29 per diluted share charge for tax
 adjustments

(d) Includes restructuring and restructuring related charges of $4
 million pre-tax, $2 million after tax or $0.06 per diluted share, of
 which $3 million is recorded in cost of sales and $1 million is
 recorded in SGA&E. Geographically, $1 million is recorded in North
 America and $3 million in Europe, South America and India.

(e) Includes a pre-tax expense of $5 million, $4 million after-tax or
 $0.07 per diluted share related to the write off of debt issuance
 costs from the debt refinancing in March 2007.
*T

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                                                          ATTACHMENT 1

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

                                     June 30,        December 31,
                                        2008             2007
                                    -----------      ------------

Assets

      Cash and Cash Equivalents            $164              $188

      Receivables, Net                      924 (a)           757 (a)

      Inventories                           621               539

      Other Current Assets                  214               157

      Investments and Other Assets          725               764

      Plant, Property, and
       Equipment, Net                     1,244             1,185
                                    -----------      ------------

      Total Assets                       $3,892            $3,590
                                    ===========      ============




Liabilities and Shareholders'
 Equity

      Short-Term Debt                       $46               $46

      Accounts Payable                    1,074               987

      Accrued Taxes                          50                41

      Accrued Interest                       21                22

      Other Current Liabilities             284               262

      Long-Term Debt                      1,446  (b)        1,328  (b)

      Deferred Income Taxes                  78               114

      Deferred Credits and Other
       Liabilities                          370               359

      Minority Interest                      33                31

      Total Shareholders' Equity            490               400
                                    -----------      ------------

      Total Liabilities and
       Shareholders' Equity              $3,892            $3,590
                                    ===========      ============



                                     June 30,        December 31,
                                        2008             2007
                                    -----------      ------------
(a) Accounts Receivables net of:
      Accounts receivables
       securitization programs             $216              $157

                                     June 30,        December 31,
                                        2008             2007
                                    -----------      ------------
(b) Long term debt composed of:
      Borrowings against revolving
       credit facilities                   $288              $169
      Term loan A (Due 2012)                150               150
      10.25% senior notes (Due
       2013)                                250               251
      8.625% subordinated notes
       (Due 2014)                           500               500
      8.125% senior notes (Due
       2015)                                250               250
      Other long term debt                    8                 8

                                    -----------      ------------
                                         $1,446            $1,328
                                    ===========      ============
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                                                          ATTACHMENT 1

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

                                                Three Months Ended
                                                     June 30,
                                             -------------------------
                                                 2008         2007
                                             ------------ ------------

Operating activities:
  Net income                                         $13          $41
  Adjustments to reconcile net income
  to net cash provided (used) by operating
   activities -
    Depreciation and amortization of other
     intangibles                                      57           50
    Stock-based compensation                           2            2
    Deferred income taxes                            (13)         (10)
    Loss on sale of assets                             3            1
    Changes in components of working capital
     (net of acquisition)-
      (Inc.)/dec. in receivables                     (61)        (111)
      (Inc.)/dec. in inventories                      (4)           3
      (Inc.)/dec. in prepayments and other
       current assets                                (22)         (13)
      Inc./(dec.) in payables                         29           91
      Inc./(dec.) in taxes accrued                    26            -
      Inc./(dec.) in interest accrued                (10)           2
      Inc./(dec.) in other current
       liabilities                                    26           13
    Other                                             15           (2)
                                             ------------ ------------
Net cash provided by operating activities             61           67

Investing activities:
  Proceeds from sale of assets                         1            1
  Cash payments for plant, property &
   equipment                                         (64)         (36)
  Cash payments for software-related
   intangibles                                        (3)          (4)
  Acquisition of business                            (19)           -
  Investments and other                                -            1
                                             ------------ ------------
Net cash used by investing activities                (85)         (38)
                                             ------------ ------------

Financing activities:
  Issuance of common shares                            -            2
  Retirement of long-term debt                         -           (2)
  Net inc./(dec.) in revolver borrowings
  and short-term debt excluding current
  maturities on long-term debt                        30           (7)
  Distribution to minority interest partners          (2)           -
  Other                                                -           (1)
                                             ------------ ------------
Net cash provided (used) by financing
 activities                                           28           (8)
                                             ------------ ------------

Effect of foreign exchange rate changes on
 cash and cash equivalents                            (1)          11
                                             ------------ ------------

Increase in cash and cash equivalents                  3           32
Cash and cash equivalents, April 1                   161          136
                                             ------------ ------------
Cash and cash equivalents, June 30                  $164         $168
                                             ============ ============

Cash paid during the period for interest             $39          $35
Cash paid during the period for income taxes          12           20

Non-cash Investing and Financing Activities
  Period ended balance of payables for
   plant, property, and equipment                    $22          $15
*T

-0-
*T
                                                          ATTACHMENT 1

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

                                                 Six Months Ended
                                                     June 30,
                                             -------------------------
                                                 2008         2007
                                             ------------ ------------

Operating activities:
  Net income                                         $19          $46
  Adjustments to reconcile net income to
  net cash provided (used) by operating
   activities -
    Depreciation and amortization of other
     intangibles                                     112           98
    Stock-based compensation                           5            4
    Deferred income taxes                            (18)         (13)
    Loss on sale of assets                             5            3
    Changes in components of working capital
     (net of acquisition)-
      (Inc.)/dec. in receivables                    (148)        (312)
      (Inc.)/dec. in inventories                     (47)         (71)
      (Inc.)/dec. in prepayments and other
       current assets                                (40)         (24)
      Inc./(dec.) in payables                         45          241
      Inc./(dec.) in taxes accrued                    25           (4)
      Inc./(dec.) in interest accrued                 (1)          (3)
      Inc./(dec.) in other current
       liabilities                                    11           19
    Other                                             26          (10)
                                             ------------ ------------
Net cash used by operating activities                 (6)         (26)

Investing activities:
  Proceeds from sale of assets                         2            1
  Cash payments for plant, property &
   equipment                                        (127)         (75)
  Cash payments for software-related
   intangibles                                        (8)         (11)
  Acquisition of business                            (19)           -
  Investments and other                                -            2
                                             ------------ ------------
Net cash used by investing activities               (152)         (83)
                                             ------------ ------------

Financing activities:
  Issuance of common shares                            1            4
  Issuance of long-term debt                           -          150
  Debt issuance costs on long-term debt                -           (6)
  Retirement of long-term debt                        (3)        (359)
  Net inc./(dec.) in revolver borrowings
  and short-term debt excluding current
  maturities on long-term debt                       121          273
  Distribution to minority interest partners          (4)          (1)
                                             ------------ ------------
Net cash provided by financing activities            115           61
                                             ------------ ------------

Effect of foreign exchange rate changes on
 cash and cash equivalents                            19           14
                                             ------------ ------------

Decrease in cash and cash equivalents                (24)         (34)
Cash and cash equivalents, January 1                 188          202
                                             ------------ ------------
Cash and cash equivalents, June 30                  $164         $168
                                             ============ ============

Cash paid during the period for interest             $61          $77
Cash paid during the period for income taxes          24           28

Non-cash Investing and Financing Activities
  Period ended balance of payables for
   plant, property, and equipment                    $22          $15
*T

-0-
*T
                                                          ATTACHMENT 2

                             TENNECO INC.
  RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA(2) BEFORE MINORITY
                               INTEREST
                              Unaudited
----------------------------------------------------------------------



                                               Q2 2008
                               ---------------------------------------
                                 North    Europe     Asia
                                America    & SA     Pacific    Total
                               --------- --------- --------- ---------
Net income                                                         $13

Minority interest                                                    2

Income tax expense                                                  27

Interest expense (net of
 interest capitalized)                                              33
                                                             ---------

EBIT, Income before interest
 expense, income taxes and
 minority interest (GAAP
 measure)                            $17       $48       $10        75

Depreciation and amortization
 of other intangibles                 27        26         4        57
                               --------- --------- --------- ---------

Total EBITDA including
 minority interest(2)                $44       $74       $14      $132
                               ========= ========= ========= =========


                                               Q2 2007
                               ---------------------------------------
                                 North    Europe     Asia
                                America    & SA     Pacific    Total
                               --------- --------- --------- ---------
Net income                                                         $41

Minority interest                                                    2

Income tax expense                                                  20

Interest expense (net of
 interest capitalized)                                              40
                                                             ---------

EBIT, Income before interest
 expense, income taxes and
 minority interest (GAAP
 measure)                            $50       $45        $8       103

Depreciation and amortization
 of other intangibles                 25        21         4        50
                               --------- --------- --------- ---------

Total EBITDA including
 minority interest(2)                $75       $66       $12      $153
                               ========= ========= ========= =========
*T

-0-
*T
(1) Generally Accepted Accounting Principles

(2) EBITDA including minority interest represents income before
 interest expense, income taxes, minority interest and depreciation
 and amortization.  EBITDA including minority interest is not a
 calculation based upon generally accepted accounting principles.  The
 amounts included in the EBITDA including minority interest
 calculation, however, are derived from amounts included in the
 historical statements of income data.  In addition, EBITDA including
 minority interest 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 including
 minority interest because it regularly reviews EBITDA including
 minority interest as a measure of the company's performance.  In
 addition, Tenneco believes its investors utilize and analyze our
 EBITDA including minority interest for similar purposes.  Tenneco
 also believes EBITDA including minority interest 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 including minority
 interest measure presented may not always be comparable to similarly
 titled measures reported by other companies due to differences in the
 components of the calculation.
*T

-0-
*T
                                                          ATTACHMENT 2

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

                          Q2 2008                    Q2 2007
                 -------------------------- --------------------------
                 EBITDA       Net     Per   EBITDA       Net     Per
                   (3)  EBIT  Income  Share   (3)  EBIT  Income  Share
                 ------ ---- ------- ------ ------ ---- ------- ------
Earnings Measures  $132  $75     $13  $0.26   $153 $103     $41  $0.85

Adjustments
 (reflect non-
 GAAP measures):
  Restructuring
   and
   restructuring
   related
   expenses           6    6       4   0.08      2    2       1   0.03
  New aftermarket
   customer
   changeover
   costs (4)          7    7       4   0.09      -    -       -      -
  Net tax
   adjustments        -    -      13   0.28      -    -       -      -

                 ------ ---- ------- ------ ------ ---- ------- ------
Non-GAAP earnings
 measures          $145  $88     $34  $0.71   $155 $105     $42  $0.88
                 ====== ==== ======= ====== ====== ==== ======= ======



                                                    Q2 2008
                                          ----------------------------
                                           North  Europe  Asia
                                          America  & SA  Pacific Total
                                          ------- ------ ------- -----
EBIT                                          $17    $48     $10   $75
  Restructuring
   and
   restructuring
   related
   expenses                                     1      3       2     6
  New
   aftermarket
   customer
   changeover
   costs (4)                                    7      -       -     7

                                          ------- ------ ------- -----
Adjusted EBIT                                 $25    $51     $12   $88
                                          ======= ====== ======= =====


                                                    Q2 2007
                                          ----------------------------
                                           North  Europe  Asia
                                          America  & SA  Pacific Total
                                          ------- ------ ------- -----
EBIT                                          $50     45      $8  $103
  Restructuring
   and
   restructuring
   related
   expenses                                     -      2       -     2

                                          ------- ------ ------- -----
Adjusted EBIT                                 $50    $47      $8  $105
                                          ======= ====== ======= =====
*T

-0-
*T
(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 second
 quarters of 2008 and 2007 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 including minority interest represents income before
 interest expense, income taxes, minority interest and depreciation
 and amortization.  EBITDA including minority interest is not a
 calculation based upon generally accepted accounting principles.  The
 amounts included in the EBITDA including minority interest
 calculation, however, are derived from amounts included in the
 historical statements of income data.  In addition, EBITDA including
 minority interest 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 including
 minority interest because it regularly reviews EBITDA including
 minority interest as a measure of the company's performance.  In
 addition, Tenneco believes its investors utilize and analyze our
 EBITDA including minority interest for similar purposes.  Tenneco
 also believes EBITDA including minority interest 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 including minority
 interest 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.
*T

-0-
*T
                                                          ATTACHMENT 2

                             TENNECO INC.
  RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA(2) BEFORE MINORITY
                               INTEREST
                              Unaudited
----------------------------------------------------------------------



                                              YTD 2008
                               ---------------------------------------
                                 North    Europe     Asia
                                America    & SA     Pacific    Total
                               --------- --------- --------- ---------
Net income                                                         $19

Minority interest                                                    5

Income tax expense                                                  32

Interest expense (net of
 interest capitalized)                                              58
                                                             ---------

EBIT, Income before interest
 expense, income taxes and
 minority interest (GAAP
 measure)                            $26       $73       $15       114

Depreciation and amortization
 of other intangibles                 53        50         9       112
                               --------- --------- --------- ---------

Total EBITDA including
 minority interest(2)                $79      $123       $24      $226
                               ========= ========= ========= =========


                                              YTD 2007
                               ---------------------------------------
                                 North    Europe     Asia
                                America    & SA     Pacific    Total
                               --------- --------- --------- ---------
Net income                                                         $46

Minority interest                                                    4

Income tax expense                                                  22

Interest expense (net of
 interest capitalized)                                              80
                                                             ---------

EBIT, Income before interest
 expense, income taxes and
 minority interest (GAAP
 measure)                            $80       $58       $14       152

Depreciation and amortization
 of other intangibles                 48        42         8        98
                               --------- --------- --------- ---------

Total EBITDA including
 minority interest(2)               $128      $100       $22      $250
                               ========= ========= ========= =========
*T

-0-
*T
(1) Generally Accepted Accounting Principles

(2) EBITDA including minority interest represents income before
 interest expense, income taxes, minority interest and depreciation
 and amortization.  EBITDA including minority interest is not a
 calculation based upon generally accepted accounting principles.  The
 amounts included in the EBITDA including minority interest
 calculation, however, are derived from amounts included in the
 historical statements of income data.  In addition, EBITDA including
 minority interest 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 including
 minority interest because it regularly reviews EBITDA including
 minority interest as a measure of the company's performance.  In
 addition, Tenneco believes its investors utilize and analyze our
 EBITDA including minority interest for similar purposes.  Tenneco
 also believes EBITDA including minority interest 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 including minority
 interest measure presented may not always be comparable to similarly
 titled measures reported by other companies due to differences in the
 components of the calculation.
*T

-0-
*T
                                                          ATTACHMENT 2

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



                          YTD 2008                   YTD 2007
                 -------------------------- --------------------------
                 EBITDA       Net     Per   EBITDA       Net     Per
                   (3)  EBIT  Income  Share   (3)  EBIT  Income  Share
                 ------ ---- ------- ------ ------ ---- ------- ------
Earnings
 Measures          $226 $114     $19  $0.39   $250 $152     $46  $0.96

Adjustments
 (reflect non-
 GAAP measures):
  Restructuring
   and
   restructuring
   related
   expenses          10   10       7   0.14      4    4       2   0.06
  New
   aftermarket
   customer
   changeover
   costs (4)          7    7       4   0.09      -    -       -      -
  Charges
   related to
   refinancing
   activities         -    -       -      -      -    -       4   0.07
  Tax
   Adjustments        -    -      14   0.29      -    -       -      -

                 ------ ---- ------- ------ ------ ---- ------- ------
Non-GAAP
 earnings
 measures          $243 $131     $44  $0.91   $254 $156     $52  $1.09
                 ====== ==== ======= ====== ====== ==== ======= ======



                                                    YTD 2008
                                          ----------------------------
                                           North  Europe  Asia
                                          America  & SA  Pacific Total
                                          ------- ------ ------- -----
EBIT                                          $26    $73     $15  $114
  Restructuring and restructuring
   related expenses                             2      6       2    10
  New aftermarket customer
   changeover costs (4)                         7      -       -     7

                                          ------- ------ ------- -----
Adjusted EBIT                                 $35    $79     $17  $131
                                          ======= ====== ======= =====


                                                    YTD 2007
                                          ----------------------------
                                           North  Europe  Asia
                                          America  & SA  Pacific Total
                                          ------- ------ ------- -----
EBIT                                          $80     58     $14  $152
  Restructuring and restructuring
   related expenses                             1      3       -     4

                                          ------- ------ ------- -----
Adjusted EBIT                                 $81    $61     $14  $156
                                          ======= ====== ======= =====
*T

-0-
*T
(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 first six
 months of 2008 and 2007 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 including minority interest represents income before
 interest expense, income taxes, minority interest and depreciation
 and amortization.  EBITDA including minority interest is not a
 calculation based upon generally accepted accounting principles.  The
 amounts included in the EBITDA including minority interest
 calculation, however, are derived from amounts included in the
 historical statements of income data.  In addition, EBITDA including
 minority interest 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 including
 minority interest because it regularly reviews EBITDA including
 minority interest as a measure of the company's performance.  In
 addition, Tenneco believes its investors utilize and analyze our
 EBITDA including minority interest for similar purposes.  Tenneco
 also believes EBITDA including minority interest 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 including minority
 interest 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.
*T

-0-
*T
                                                          ATTACHMENT 2

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


                                         Q2 2008
                    --------------------------------------------------
                                                  Substrate  Revenues
                                                    Sales   Excluding
                                        Revenues  Excluding  Currency
                                                               and
                              Currency  Excluding Currency   Substrate
                    Revenues   Impact   Currency   Impact     Sales
                    --------- --------- --------- --------- ----------
North America
 Original Equipment
  Ride Control           $121        $-      $121        $-       $121
  Exhaust                 395         -       395       192        203
                    --------- --------- --------- --------- ----------
  Total North
   America Original
   Equipment              516         -       516       192        324

North America
 Aftermarket
  Ride Control            114         1       113         -        113
  Exhaust                  44         1        43         -         43
                    --------- --------- --------- --------- ----------
  Total North
   America
   Aftermarket            158         2       156         -        156

Total North America       674         2       672       192        480

Europe Original
 Equipment
  Ride Control            131        16       115         -        115
  Exhaust                 447        54       393       138        255
                    --------- --------- --------- --------- ----------
  Total Europe
   Original
   Equipment              578        70       508       138        370

Europe Aftermarket
  Ride Control             69         8        61         -         61
  Exhaust                  60         7        53         -         53
                    --------- --------- --------- --------- ----------
  Total Europe
   Aftermarket            129        15       114         -        114

South America &
 India                    108        11        97        15         82

Total Europe, South
 America & India          815        96       719       153        566

Asia                      105        10        95        27         68

Australia                  57         7        50         3         47
                    --------- --------- --------- --------- ----------

Total Asia Pacific        162        17       145        30        115

Total Tenneco Inc.     $1,651      $115    $1,536      $375     $1,161
                    ========= ========= ========= ========= ==========


                                         Q2 2007
                    --------------------------------------------------
                                                  Substrate  Revenues
                                                    Sales   Excluding
                                        Revenues  Excluding  Currency
                              Currency  Excluding Currency     and
                                                             Substrate
                    Revenues   Impact   Currency   Impact     Sales
                    --------- --------- --------- --------- ----------
North America
 Original Equipment
  Ride Control           $132        $-      $132        $-       $132
  Exhaust                 529         -       529       266        263
                    --------- --------- --------- --------- ----------
  Total North
   America Original
   Equipment              661         -       661       266        395

North America
 Aftermarket
  Ride Control            110         -       110         -        110
  Exhaust                  39         -        39         -         39
                    --------- --------- --------- --------- ----------
  Total North
   America
   Aftermarket            149         -       149         -        149

Total North America       810         -       810       266        544

Europe Original
 Equipment
  Ride Control            107         -       107         -        107
  Exhaust                 406         -       406       146        260
                    --------- --------- --------- --------- ----------
  Total Europe
   Original
   Equipment              513         -       513       146        367

Europe Aftermarket
  Ride Control             61         -        61         -         61
  Exhaust                  63         -        63         -         63
                    --------- --------- --------- --------- ----------
  Total Europe
   Aftermarket            124         -       124         -        124

South America &
 India                     81         -        81        11         70

Total Europe, South
 America & India          718         -       718       157        561

Asia                       85         -        85        30         55

Australia                  50         -        50         7         43
                    --------- --------- --------- --------- ----------

Total Asia Pacific        135         -       135        37         98

Total Tenneco Inc.     $1,663        $-    $1,663      $460     $1,203
                    ========= ========= ========= ========= ==========
*T

-0-
*T
(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.
*T

-0-
*T
                                                          ATTACHMENT 2

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


                                         YTD 2008
                    --------------------------------------------------
                                                  Substrate  Revenues
                                                    Sales   Excluding
                                        Revenues  Excluding  Currency
                                                               and
                              Currency  Excluding Currency   Substrate
                    Revenues   Impact   Currency   Impact     Sales
                    --------- --------- --------- --------- ----------
North America
 Original Equipment
  Ride Control           $233        $-      $233        $-       $233
  Exhaust                 833         2       831       409        422
                    --------- --------- --------- --------- ----------
  Total North
   America Original
   Equipment            1,066         2     1,064       409        655

North America
 Aftermarket
  Ride Control            212         2       210         -        210
  Exhaust                  79         2        77         -         77
                    --------- --------- --------- --------- ----------
  Total North
   America
   Aftermarket            291         4       287         -        287

Total North America     1,357         6     1,351       409        942

Europe Original
 Equipment
  Ride Control            260        33       227         -        227
  Exhaust                 873       109       764       272        492
                    --------- --------- --------- --------- ----------
  Total Europe
   Original
   Equipment            1,133       142       991       272        719

Europe Aftermarket
  Ride Control            116        14       102         -        102
  Exhaust                 100        12        88         -         88
                    --------- --------- --------- --------- ----------
  Total Europe
   Aftermarket            216        26       190         -        190

South America &
 India                    202        22       180        28        152

Total Europe, South
 America & India        1,551       190     1,361       300      1,061

Asia                      195        19       176        54        122

Australia                 108        14        94         9         85
                    --------- --------- --------- --------- ----------

Total Asia Pacific        303        33       270        63        207

Total Tenneco Inc.     $3,211      $229    $2,982      $772     $2,210
                    ========= ========= ========= ========= ==========


                                         YTD 2007
                    --------------------------------------------------
                                                  Substrate  Revenues
                                                    Sales   Excluding
                                        Revenues  Excluding  Currency
                                                               and
                              Currency  Excluding Currency   Substrate
                    Revenues   Impact   Currency   Impact     Sales
                    --------- --------- --------- --------- ----------
North America
 Original Equipment
  Ride Control           $265        $-      $265        $-       $265
  Exhaust                 905         -       905       432        473
                    --------- --------- --------- --------- ----------
  Total North
   America Original
   Equipment            1,170         -     1,170       432        738

North America
 Aftermarket
  Ride Control            208         -       208         -        208
  Exhaust                  75         -        75         -         75
                    --------- --------- --------- --------- ----------
  Total North
   America
   Aftermarket            283         -       283         -        283

Total North America     1,453         -     1,453       432      1,021

Europe Original
 Equipment
  Ride Control            214         -       214         -        214
  Exhaust                 793         -       793       284        509
                    --------- --------- --------- --------- ----------
  Total Europe
   Original
   Equipment            1,007         -     1,007       284        723

Europe Aftermarket
  Ride Control            100         -       100         -        100
  Exhaust                 104         -       104         -        104
                    --------- --------- --------- --------- ----------
  Total Europe
   Aftermarket            204         -       204         -        204

South America &
 India                    151         -       151        19        132

Total Europe, South
 America & India        1,362         -     1,362       303      1,059

Asia                      155         -       155        56         99

Australia                  93         -        93        12         81
                    --------- --------- --------- --------- ----------

Total Asia Pacific        248         -       248        68        180

Total Tenneco Inc.     $3,063        $-    $3,063      $803     $2,260
                    ========= ========= ========= ========= ==========
*T

-0-
*T
(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.
*T

-0-
*T
                                                          ATTACHMENT 2

                             TENNECO INC.
               RECONCILIATION OF NON-GAAP MEASURES (7)
 Debt net of cash / Adjusted EBITDA including minority interest - 12
                                months


                                  Quarter Ended June 30
                              -----------------------------

                                2008                2007
                              ---------           ---------

Total debt                      $1,492               $1,450

Cash and cash
 equivalents                       164                  168

Debt net of cash
 balances (1)                    1,328                1,282

Adjusted EBITDA
 including minority
 interest (2) (3)                  476                  438

Ratio of net debt
 to adjusted EBITDA
 including minority
 interest (4)                      2.8x                2.9x



                      Q3 07     Q4 07     Q1 08     Q2 08   Q2 08 LTM
                    --------- --------- --------- --------- ----------

Net income (loss)          21      (72)         6        13       (32)

Minority interest           4        2          3         2        11

Income tax expense          -       61          5        27        93

Interest expense
 (net of interest
 capitalized)              32       52         25        33       142

EBIT, Income before
 interest expense,
 income taxes and
 minority interest
 (GAAP measure)            57       43         39        75       214

Depreciation and
 amortization of
 other intangibles         52       55         55        57       219

Total EBITDA
 including minority
 interest (2)             109       98         94       132       433

Restructuring and
 restructuring
 related expenses           3       18          4         6        31

New Aftermarket
 customer
 changeover costs
 (5)                        5        -          -         7        12


                    --------- --------- --------- --------- ----------
Total Adjusted
 EBITDA including
 minority
 interest(3)              117      116         98       145       476
                    ========= ========= ========= ========= ==========


                      Q3 06     Q4 06     Q1 07     Q2 07   Q2 07 LTM
                    --------- --------- --------- --------- ----------

Net income                  7       15          5        41        68

Minority interest           2        2          2         2         8

Income tax expense
 (benefit)                  4      (12)         2        20        14

Interest expense
 (net of interest
 capitalized)              30       34         40        40       144

EBIT, Income before
 interest expense,
 income taxes and
 minority interest
 (GAAP measure)            43       39         49       103       234

Depreciation and
 amortization of
 other intangibles         45       48         48        50       191

Total EBITDA
 including minority
 interest (2)              88       87         97       153       425

Restructuring and
 restructuring
 related expenses           7        6          2         2        17

New Aftermarket
 customer
 changeover costs
 (5)                        -        -          -         -         -
Pension Curtailment
 (6)                        -       (7)         -         -        (7)
Reserve for
 receivables from
 former affiliate           -        3          -         -         3

                    --------- --------- --------- --------- ----------
Total Adjusted
 EBITDA including
 minority
 interest(3)               95       89         99       155       438
                    ========= ========= ========= ========= ==========
*T

-0-
*T
(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) EBITDA including minority interest represents income before
 interest expense, income taxes, minority interest and depreciation
 and amortization.  EBITDA including minority interest is not a
 calculation based upon generally accepted accounting principles.  The
 amounts included in the EBITDA including minority interest
 calculation, however, are derived from amounts included in the
 historical statements of income data.  In addition, EBITDA including
 minority interest 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 including
 minority interest because it regularly reviews EBITDA including
 minority interest as a measure of the company's performance.  In
 addition, Tenneco believes its investors utilize and analyze our
 EBITDA including minority interest for similar purposes.  Tenneco
 also believes EBITDA including minority interest 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 including minority
 interest measure presented may not always be comparable to similarly
 titled measures reported by 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 including minority interest 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 including minority interest 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 including minority interest 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 EBITDA including minority interest is 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 including minority interest and adjusted EBITDA
 including minority interest.

(5) 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.

(6) 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.

(7) 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.
*T

Tenneco Inc.
Jane Ostrander
Media Relations
847 482-5607
jostrander@tenneco.com
or
Leslie Hunziker
Investor Relations
847 482-5042
lhunziker@tenneco.com

Copyright Business Wire 2008
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