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Tenneco Automotive Reports Improved Results

-- Company reports net income of $24 million and EPS of 58-cents per share -- Results reflect sixth consecutive quarter of year-over-year improvement in income, before the cumulative effect of the change in accounting for goodwill -- European original equipment emissions control business posts significant year-over-year profitability improvement -- Company achieves restructuring, SGA&E savings and Six Sigma improvement targets -- Significantly improves liquidity through successful bond offering

LAKE FOREST, Ill., July 22 -- Tenneco Automotive announced today that the company reported net income of $24 million, or 58-cents per diluted share, in the second quarter of 2003, versus net income of $19 million, or 45-cents per diluted share for the second quarter of 2002. EBIT (income before interest, taxes and minority interest) was $67 million in the quarter compared with $71 million in second quarter 2002. EBIT before depreciation and amortization (EBITDA) was $108 million for the quarter, versus second quarter 2002 EBITDA of $106 million. See the table entitled, "Reconciliation of GAAP Results to non-GAAP Results," which is attachment 2 to this press release for more information about EBITDA and other non-GAAP results in this press release.

The company reported revenue of $998 million for the quarter versus $948 million in second quarter 2002. Excluding a $76 million benefit from favorable currency exchange rates during the quarter, second quarter 2003 revenue was $922 million. The decline in revenues, after excluding the currency benefit, was primarily driven by softer global aftermarket sales. Global original equipment (OE) revenue was down only 1 percent, after currency adjustments, stronger than the industry market performance.

"We are pleased with our ability to deliver our sixth consecutive quarter of year-over-year improvement, despite overall industry conditions that are average at best. This consistent performance reflects our commitment to growth and improving the fundamentals of our business," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "We are particularly encouraged with our progress in Europe, where we believe our OE business is back on track now that the emissions control business has substantially recovered."

The company captured savings in the quarter through a continued intense focus on controlling costs. SGA&E (selling, general, administrative and engineering expense), as a percent of sales, was 11.0 percent, compared with 11.6 percent in the second quarter of 2002. Project Genesis, the company's restructuring program, generated $7 million in savings in the second quarter, bringing the year-to-date savings to $13 million. The company anticipates total annualized savings of $27 million from Project Genesis in 2003. The company also generated almost $7 million in savings from Six Sigma, $13 million in savings year-to-date, and is well on track to meet its goal of $20 million in Six Sigma savings for the year.

The second quarter 2003 results include a pre-tax restructuring related expense of $1 million, or 3-cents per diluted share, a pre-tax expense of $5 million, or 7-cents per diluted share, related to the write-off of debt issuance costs that were deferred on the senior debt the company paid down with the proceeds of a $350 million bond offering, and a tax benefit of $8 million, or 19-cents per diluted share, related to a favorable tax resolution. The second quarter 2002 results include a pre-tax benefit of $11 million, or 13-cents per diluted share, for the sale of the company's York, U.K. manufacturing facility and a pre-tax restructuring related expense of $2 million, or 2-cents per diluted share.

The company continues to win new business with global original equipment manufacturers. The company won 18 new OE business awards in the quarter estimated to add $147 million of incremental revenue over five years beginning in 2003, including being selected as the full service exhaust supplier for the Ford gas and diesel 2007 model year F-Series Super-Duty truck. On the aftermarket side, the company added new business worth an estimated $11 million in annualized revenue with new customers in Europe and North America.

"Our business units have a renewed emphasis on growth this year, and we delivered some strong results this quarter," Frissora said. "The shrinking exhaust aftermarket worldwide continues to have the greatest impact on our aftermarket results. We are offsetting some of this downturn by adding incremental business and not letting up on our efforts to do everything possible to take out costs, especially in distribution."

Cash flow before financing activity was a negative $35 million during the second quarter 2003. Negative cash flow during the quarter was driven by increased working capital and higher tax settlement costs. Due to the seasonality of its business, cash use is typically higher in the second quarter as the company moves into the spring and summer selling seasons in the aftermarket. While working capital increased overall, the company made substantial progress toward its inventory reduction goals, generating $36 million in cash flow from reduced inventories. Total borrowings increased $54 million during the quarter, which included $12 million in fees paid in connection with the $350 million senior secured note offering. Tenneco Automotive's total bank and bond debt was $1.497 billion at the end of the second quarter 2003.

Tenneco Automotive again significantly outperformed the requirements of its bank debt covenants. At June 30, the leverage ratio was 4.56, below the maximum limit of 5.50; the fixed charge coverage ratio was 1.32, exceeding the minimum required ratio of 0.90; and the interest coverage ratio was 2.33, exceeding the minimum required ratio of 1.75.

  NORTH AMERICA
  -- Softer OE production during the quarter contributed to a 7 percent
     decrease in North American original equipment revenue to $365 million
     versus second quarter 2002 revenue of $391 million.  The decline was
     driven in part by lower precious metal prices on pass-through catalytic
     converter sales.  The company's continued strong position on top-
     selling platforms helped offset the even larger overall industry
     decline in sales.
  -- North American aftermarket revenue was $136 million versus $148 million
     one year ago.  The 8 percent decline was primarily the result of a 17
     percent decline in the aftermarket exhaust business.
  -- EBIT for North American operations was $49 million compared with
     $53 million in the second quarter of 2002, which included $1 million in
     restructuring related expenses. EBIT was impacted by the continued
     decline in the exhaust aftermarket and, to a lesser extent, lower OE
     volumes.  Improved manufacturing efficiency and continued emphasis on
     controlling costs helped partially offset these factors.

  EUROPE
  -- European original equipment revenue increased to $286 million in the
     quarter versus $231 million in second quarter 2002.  Before catalytic
     converter pass-through sales and the impact of favorable currency
     exchange rates, revenue was still up 5 percent, versus an estimated
     industry decline of 4 percent.  The revenue increase was driven by the
     company's position on top-selling vehicles and the launch of several
     high-volume platforms.
  -- European aftermarket revenue was $102 million compared with $90 million
     in the second quarter of 2002.  Excluding the impact of favorable
     currency, second quarter 2003 revenue was $84 million.  The decrease
     was driven by the industry decline in the exhaust segment.
  -- European EBIT was $11 million, flat year-over-year.  EBIT for the
     quarter includes $1 million of restructuring related expense and
     $4 million of favorable currency effects.  Second quarter 2002 EBIT
     includes an $11 million gain on the sale of the York, U.K. facility and
     restructuring related expenses of $1 million.
  -- Before these items, EBIT improved significantly, primarily driven by
     improved operational efficiencies throughout the European operations,
     particularly in the original equipment emissions control business,
     where gross margin increased almost 5 percentage points from the prior
     year.  Project Genesis savings added $4 million to earnings but were
     substantially offset by the impact of lower aftermarket sales.

  REST OF WORLD
  -- Revenue from Asian operations increased 36 percent to $40 million in
     the quarter.  New business and strong OE volumes in China continue to
     drive the growth.
  -- In South America, the company reported revenue of $29 million, an
     increase over $28 million in second quarter 2002.  Currency
     devaluations in both Brazil and Argentina had a $2 million negative
     impact on revenues.
  -- The company's Australian operations reported revenues of $40 million
     compared with $31 million in second quarter 2002, a 32 percent
     increase.  Strong volumes on key platforms and a favorable currency
     exchange rate of $7 million impacted revenues.
  -- Combined EBIT for Asia, South America and Australia was $7 million,
     flat with the previous year.  Weak economic conditions in key South
     American markets offset higher revenues and EBIT gains in China.

Tenneco Automotive closed on its bond offering of $350,000,000 of 10.25 percent senior secured notes in the quarter, which provides liquidity and greater financial flexibility going forward. The company used proceeds from the notes to pay off $87 million of borrowings under its revolving credit facility and to repay $251 million in senior term loans that were amortizing at the rate of $94 million annually through 2005. The company incurred $12 million in costs to complete the offering and expects to incur up to $19 million in higher annual interest expense. The notes are senior secured obligations of Tenneco Automotive and those subsidiaries that guarantee the notes, and will mature on July 15, 2013 with interest payable semi-annually beginning on January 15, 2004.

"We are very pleased with the successful completion of our bond offering and the positive response from the financial community. We believe the success of this offering contributed in part to the 59 percent rise in our stock price and the significant rise in trading value of our other debt instruments during the quarter," said Frissora. "This refinancing transaction provides Tenneco Automotive with long-term financial flexibility to address our primary goal of total debt reduction. At the same time, the $87 million revolver pay down and the deferral of debt amortization payments of over $210 million through 2005 strengthens the company's near-term liquidity, giving us sufficient resources to adjust to market uncertainties as we continue to implement strategies to grow the top line of our business and improve our operating performance."

The company also announced today a change to its retiree medical benefits program, which will provide participating retirees with continued access to group health coverage while reducing Tenneco Automotive's subsidization of the program. Based on current estimates, the company anticipates that this change will increase its net income by approximately $7 million annually, beginning in the third quarter of 2003.

Attachment 1 to this press release provides additional information on Tenneco Automotive's second quarter 2003 results.

CONFERENCE CALL INFORMATION

The company will host a conference call on July 22, 2003 at 10:30 a.m. Eastern time. The dial-in number is 888-709-9420 domestic or 210-234-8312 international. The passcode is Tenneco Auto. The call will be available on the financial section of the Tenneco Automotive web site at www.tenneco-automotive.com . A copy of this press release, which includes in the attachments financial information to be discussed on this call, is also available on the financial and news sections of the Tenneco Automotive web site at www.tenneco-automotive.com . A recording of this call will be available one hour following the completion of the call on July 22 through July 29, 2003. To access this recording, dial 800-396-1242 domestic or 402 220-9833 international and enter passcode 8400.

Tenneco Automotive is a $3.5 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,600 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe(R) and Walker(R) global brand names. Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R) performance exhaust products, and Monroe(R) Clevite(R) vibration control components.

This press release contains forward-looking statements. Words such as "taking", "focused", "goal", "expect", "anticipate", "should", "believe", "plan", "remain", "confident", "continue," "will", "may", "can", "intend", "continue", "estimate" and "seek" 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) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; (iii) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases); (iv) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products, including the company's resultant inability to realize the sales represented by its awarded book of business and the overall highly competitive nature of the automotive parts industry; (v) 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 cost of compliance with changes in regulations, including environmental regulations; (vii) workforce factors such as strikes or labor interruptions; (viii) material substitutions and increases in the costs of raw materials; (ix) the company's ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans; (x) 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; (xi) further changes in the distribution channels for the company's aftermarket products, further consolidations among automotive parts customers and suppliers, and product warranty costs; (xii) changes by the Financing Accounting Standards Board or other accounting regulatory bodies of authoritative generally accepted accounting principles or policies; (xiii) acts of war, riots or terrorism as well as actions taken or to be taken by the United States or other governments as a result of 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 (xiv) 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 annual report on Form 10-K for the year ended December 31, 2002.

                                                               ATTACHMENT 1
          TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                       STATEMENTS OF INCOME (LOSS)
                                Unaudited
                       THREE MONTHS ENDED JUNE 30,

                                         2003              2002
  Net sales and operating revenues:      $998              $948

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)           779 (a)           743 (d)
     Engineering, Research and
      Development                          13                17
     Selling, General and
      Administrative                       97                93
     Depreciation and Amortization of
      Other Intangibles                    41                35
            Total Costs and Expenses      930               888

  Gain on sale of assets                    -                11 (e)
  Loss on sale of receivables              (1)               (1)
  Other Income (Loss)                       -                 1
  Total Other Income (Loss)                (1)               11

  Income (Loss) before Interest Expense,
   Income Taxes, and Minority Interest
     North America                         49                53 (d)
     Europe                                11 (a)            11 (d) (e)
     Other                                  7                 7
                                           67                71
  Less:
     Interest expense (net of
       interest capitalized)               38 (b)            36
     Income tax expense (benefit)           3 (c)            16
     Minority interest                      2                 -
  Income (loss) before Cumulative
   Effect of Change in Accounting
   Principle                               24                19

  Cumulative Effect of Change in
   Accounting Principle, net of
   income tax                               -                 -

  Net income (loss)                       $24               $19

  Average common shares outstanding:
     Basic                               40.4              39.7
     Diluted                             41.3              41.8

  Earnings (loss) per share of common
   stock:
     Basic-
        Before Cumulative Effect of
         Change in Accounting Principle $0.59             $0.48
        Cumulative Effect of Change in
         Accounting Principle               -                 -
                                        $0.59             $0.48

     Diluted-
        Before Cumulative Effect of
         Change in Accounting Principle $0.58             $0.45
        Cumulative Effect of Change in
         Accounting Principle               -                 -
                                        $0.58             $0.45

   (a) Includes restructuring and restructuring related charges of
       $1 million pre-tax, $1 million after-tax or $0.03 per share.  The
       entire charge is recorded in cost of sales.  Geographically all of
       the charge is recorded in Europe.
   (b) Includes a pre-tax expense of $5 million, $3 million after-tax or
       $.07 per share related to the write-off of debt issuance costs that
       were defined on the senior debt we paid down with the proceeds of the
       $350 million bond offering.
   (c) Includes a $8 million or $.19 per share tax benefit related to the
       resolution of outstanding  tax issues.
   (d) Includes restructuring and other charges of $2 million pre-tax,
       $1 million after-tax or $0.02 per share.  The entire charge is
       recorded in cost of sales.  Geographically, $1 million is recorded in
       both North America and Europe.
   (e) Includes a gain on the sale of a UK facility of $11 million pre-tax,
       $5 million after-tax or $0.13 per share.  Geographically, all of the
       gain is recorded in Europe.

                                                               ATTACHMENT 1
          TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                       STATEMENTS OF INCOME (LOSS)
                                Unaudited
                        SIX MONTHS ENDED JUNE 30,

                                         2003              2002
  Net sales and operating revenues:     $1,919            $1,757

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)          1,522 (a)         1,383 (d)
     Engineering, Research and
      Development                           32                31
     Selling, General and
      Administrative                       185               186 (e)
     Depreciation and Amortization of
      Other Intangibles                     80                69
            Total Costs and Expenses     1,819             1,669

  Gain on sale of assets                     -                11 (f)
  Loss on sale of receivables               (1)               (1)
  Other Income (Loss)                       (1)                -
  Total Other Income (Loss)                 (2)               10

  Income (Loss) before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          77 (a)            72 (d) (e)
     Europe                                 10 (a)            16 (d) (e)
                                                                 (f)
     Other                                  11                10
                                            98                98
  Less:
     Interest expense (net of
       interest capitalized)                69 (b)            72
     Income tax expense (benefit)            1 (c)             8 (g)
     Minority interest                       3                 1
  Income (loss) before Cumulative
   Effect of Change in Accounting
   Principle                                25                17

  Cumulative Effect of Change in
   Accounting Principle, net of
   income tax                                -              (218)

  Net income (loss)                        $25             $(201)

  Average common shares outstanding:
     Basic                                40.2              39.7
     Diluted                              41.1              41.4

  Earnings (loss) per share of common
   stock:
     Basic-
        Before Cumulative Effect of
         Change in Accounting Principle  $0.61             $0.42
        Cumulative Effect of Change in
         Accounting Principle              -               (5.49)
                                         $0.61            $(5.07)

     Diluted-
        Before Cumulative Effect of
         Change in Accounting Principle  $0.60             $0.41
        Cumulative Effect of Change in
         Accounting Principle              -               (5.49)
                                         $0.60            $(5.08)

   (a) Includes restructuring and restructuring related charges of
       $6 million pre-tax, $3 million after-tax or $0.09 per share.  The
       entire charge is recorded in cost of sales.  Geographically,
       $3 million is recorded in North America and $3 million in Europe.
   (b) Includes a pre-tax expense of $5 million, $3 million after-tax or
       $.07 per share related to the write-off of debt issuance costs that
       were defined on the senior debt we paid down with the proceeds of the
       $350 million bond offering.
   (c) Includes a $11 million or $.26 per share tax benefit related to the
       resolution of outstanding tax issues.
   (d) Includes restructuring and restructuring related charges of
       $3 million pre-tax, $1 million after-tax or $0.04 per share.  The
       entire charge is recorded in cost of sales.  Geographically,
       $2 million is recorded in North America and $1 million in Europe.
   (e) Includes costs associated with the amendment of the senior debt
       agreement of $2 million pre-tax, $1 million after-tax or $0.03 per
       share. The entire charge is recorded in SG&A.  Geographically,
       $1 million is recorded in both North America and Europe
   (f) Includes a gain on the sale of a UK facility of $11 million pre-tax,
       $5 million after-tax or $0.13 per share.  Geographically, all of the
       gain is recorded in Europe.
   (g) Includes a $4 million or $.10 per share tax benefit related to
       lower-than-expected costs for withholding taxes. The lower cost of
       tax withholding for the fourth quarter 2001 tax repatriation
       transaction resulted from an amendment in the senior debt agreement
       allowing a more efficient transaction to be completed.

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

                                            June 30, 2003  December 31, 2002

   Assets

        Cash and Temporary Cash Investments           $58               $54

        Receivables, Net                              522               409

        Inventories                                   355               352

        Other Current Assets                          162               151

        Investments and Other Assets                  507               512

        Plant, Property, and Equipment, Net         1,069             1,026

        Total Assets                               $2,673            $2,504

  Liabilities and Shareowners' Equity

        Short-Term Debt                              $111              $228

        Accounts Payable                              567               505

        Accrued Taxes                                  22                40

        Accrued Interest                               18                23

        Other Current Liabilities                     207               220

        Long-Term Debt                              1,386             1,217

        Deferred Income Taxes                          76               103

        Deferred Credits and Other Liabilities        260               243

        Minority Interest                              20                19

        Total Shareholders' Equity                      6               (94)

        Total Liabilities and Shareholders'
         Equity                                    $2,673            $2,504

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

                                                     Six Months Ended
                                                         June 30,
                                                   2003          2002
  Operating activities:
    Net income (loss) before cumulative
     effect of change in accounting
     principle, net of tax                         $25            $17
    Adjustments to reconcile income
     (loss) to net cash provided (used)
     by operating activities -
      Depreciation and amortization                 80             69
      Deferred income taxes                        (10)            (8)
      (Gain)/loss on sale of businesses
       and assets, net                               -            (10)
      Changes in components of working
       capital -
        (Inc.)/dec. in receivables                 (87)           (50)
        (Inc.)/dec. in inventories                  24              9
        (Inc.)/dec. in prepayments and
         other current assets                       (1)            (4)
        Inc./(dec.) in payables                     30             76
        Inc./(dec.) in taxes accrued               (19)             2
        Inc./(dec.) in interest accrued             (5)             -
        Inc./(dec.) in other current
         liabilities                               (19)            26
      Other                                         10             (3)
  Net cash provided (used) by operating
   activities                                       28            124

  Investing activities:
    Net proceeds from sale of assets                 3             18
    Expenditures for plant, property &
     equipment                                     (54)           (52)
    Investments and other                           (2)            13
  Net cash provided (used) by investing
   activities                                      (53)           (21)

  Net Cash provided (used) before
   financing activities                            (25)           103

  Financing activities:
    Proceeds from capital contributions              1              -
    Issuance of long-term debt                     350              -
    Debt issuance costs on long-term
     debt                                          (12)             -
    Retirement of long-term debt                  (276)           (25)
    Net inc./(dec.) in short-term debt
     excluding current
     maturities on long-term debt                  (25)           (71)
    Other                                           (1)             -
  Net cash provided (used) by financing
   activities                                       37            (96)

  Effect of foreign exchange rate
   changes on cash and
   temporary cash investments                       (8)            (8)

  Inc./(dec.) in cash and temporary
   cash investments                                  4             (1)
  Cash and temporary cash investments,
   January 1                                        54             53
  Cash and temporary cash investments,
   June 30                                         $58            $52

  Cash paid during the period for
   interest                                        $67            $72
  Cash paid during the period for
   income taxes                                    $30            $16

                                                             ATTACHMENT 2
                            TENNECO AUTOMOTIVE
          RECONCILIATION OF GAAP(A) RESULTS TO NON-GAAP RESULTS
                                Unaudited

                                            Q2 2003           Q2 2002
                                        Amount  Per Share  Amount  Per Share
  Net Income before Cumulative Effect
   of Change in Accounting Principle
   (GAAP measure)                           $24   $0.58     $19    $0.45

  After tax adjustments (reflects non-
   GAAP measures):
     Restructuring and restructuring
      related expenses                        1    0.03       1     0.02
     Tax settlement adjustment               (8)  (0.19)      -        -
     Debt issuance cost write off             3    0.07       -        -
     Gain on sale of York facility            -       -      (5)   (0.13)
     Amendment fee                            -       -       -        -
     Tax repatriation reversal                -       -       -        -

  Non-GAAP earnings measure(B)              $20   $0.49     $15    $0.34

                                                      Q1 2003
                                          North            Rest of
                                         America  Europe    World    Total
  Net income (loss)                        $-       $-       $-        $24

  Cumulative effect of change in
   accounting principle, net of income
   tax                                        -        -        -        -

  Minority interest                           -        -        -        2

  Income tax expense (benefit)                -        -        -        3

  Interest expense (net of interest
   capitalized)                               -        -        -       38

  Income(loss) before interest expense,
   income taxes and minority interest
   (GAAP measure)                            49       11        7       67

  Depreciation and amortization of
   other intangibles                         24       14        3       41

  Total EBITDA(C)                           $73      $25      $10     $108

                                                      Q2 2002
                                          North            Rest of
                                         America  Europe    World    Total
  Net income (loss)                        $-       $-       $-        $19

  Cumulative effect of change in
   accounting principle, net of income
   tax                                        -        -        -        -

  Minority interest                           -        -        -        -

  Income tax expense (benefit)                -        -        -       16

  Interest expense (net of interest
   capitalized)                               -        -        -       36

  Income(loss) before interest expense,
   income taxes and minority interest
   (GAAP measure)                            53       11        7       71

  Depreciation and amortization              22       10        3       35

  Total EBITDA(C)                           $75      $21      $10     $106

   (A) Generally Accepted Accounting Principles

   (B) Tenneco Automotive presents the above reconciliation of GAAP to non-
       GAAP results in order to reflect the results for the second quarters
       of 2003 and 2002 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 measure 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.

   (C) EBITDA represents income before cumulative effect of change in
       accounting principle, 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 Automotive has presented EBITDA
       because it regularly reviews EBITDA as a measure of the company's
       ability to incur and service debt.  In addition, Tenneco Automotive
       believes its debt holders utilize and analyze our EBITDA for similar
       purposes. Tenneco Automotive 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.

                                                             ATTACHMENT 2
                            TENNECO AUTOMOTIVE
          RECONCILIATION OF GAAP(A) RESULTS TO NON-GAAP RESULTS
                                Unaudited

                                           YTD 2003          YTD 2002
                                        Amount  Per Share  Amount  Per Share
  Net Income before Cumulative Effect
   of Change in Accounting Principle
   (GAAP measure)                          $25    $0.60     $17    $0.41

  After tax adjustments (reflects non-
   GAAP measures):
     Restructuring and restructuring
      related expenses                       3     0.09       1     0.04
     Tax settlement adjustment             (11)   (0.26)      -        -
     Debt issuance cost write off            3     0.07       -        -
     Gain on sale of York facility           -        -      (5)   (0.13)
     Amendment fee                           -        -       1     0.03
     Tax repatriation reversal               -        -      (4)   (0.10)

  Non-GAAP earnings measure(B)             $20    $0.50     $10    $0.25

                                                     YTD 2003
                                         North            Rest of
                                        America  Europe    World    Total
  Net income (loss)                        $-       $-       $-        $25

  Cumulative effect of change in
   accounting principle, net of income
   tax                                      -        -        -        -

  Minority interest                         -        -        -          3

  Income tax expense (benefit)              -        -        -          1

  Interest expense (net of interest
   capitalized)                             -        -        -         69

  Income(loss) before interest expense,
   income taxes and minority interest
   (GAAP measure)                            77       10       11       98

  Depreciation and amortization of
   other intangibles                         46       28        6       80

  Total EBITDA(C)                          $123      $38      $17     $178

                                                     YTD 2002
                                         North            Rest of
                                        America  Europe    World    Total
  Net income (loss)                        $-       $-       $-       $(201)

  Cumulative effect of change in
   accounting principle, net of income
   tax                                      -        -        -         218

  Minority interest                         -        -        -           1

  Income tax expense (benefit)              -        -        -           8

  Interest expense (net of interest
   capitalized)                             -        -        -          72

  Income(loss) before interest expense,
   income taxes and minority interest
   (GAAP measure)                            72       16       10        98

  Depreciation and amortization              43       20        6        69

  Total EBITDA(C)                          $115      $36      $16      $167

   (A) Generally Accepted Accounting Principles

   (B) Tenneco Automotive presents the above reconciliation of GAAP to non-
       GAAP results in order to reflect the results for the first half
       of 2003 and 2002 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 measure 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.

   (C) EBITDA represents income before cumulative effect of change in
       accounting principle, 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 Automotive has presented EBITDA
       because it regularly reviews EBITDA as a measure of the company's
       ability to incur and service debt.  In addition, Tenneco Automotive
       believes its debt holders utilize and analyze our EBITDA for similar
       purposes. Tenneco Automotive 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.

                                                              ATTACHMENT 2
                            TENNECO AUTOMOTIVE
            RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
                                Unaudited

                                                     Q2 2003
                                                                   Revenues
                                                         Pass-     Excluding
                                                         through   Currency
                                                         Sales     and
                                              Revenues   Excluding Pass-
                                     Currency Excluding  Currency  through
                           Revenues  Impact   Currency   Impact    Sales

  North America Aftermarket
     Ride Control                $90     $-        $90       $-       $90
     Exhaust                      46      -         46        -        46
     Total North America
      Aftermarket                136      -        136        -       136

  North America Original Equipment
     Ride Control                118      -        118        -       118
     Exhaust                     247      5        242       75       167
     Total North America Original
      Equipment                  365      5        360       75       285

  Total North America            501      5        496       75       421

  Europe Aftermarket
     Ride Control                 53     10         43        -        43
     Exhaust                      49      8         41        -        41
     Total Europe Aftermarket    102     18         84        -        84

  Europe Original Equipment
     Ride Control                 64     11         53        -        53
     Exhaust                     222     37        185        56      129
     Total Europe Original
      Equipment                  286     48        238        56      182

  Total Europe                   388     66        322        56      266

  Asia                            40      -         40        14       26

  South America                   29     (2)        31         3       28

  Australia                       40      7         33         4       29

  Total Rest of World            109      5        104        21       83

  Total Tenneco Automotive      $998    $76       $922      $152     $770

                                                     Q2 2002
                                                                   Revenues
                                                         Pass-     Excluding
                                                         through   Currency
                                                         Sales     and
                                              Revenues   Excluding Pass-
                                     Currency Excluding  Currency  through
                           Revenues  Impact   Currency   Impact    Sales

  North America Aftermarket
     Ride Control                $92     $-        $92        $-      $92
     Exhaust                      56      -         56         -       56
     Total North America
      Aftermarket                148      -        148         -      148

  North America Original Equipment
     Ride Control                114      -        114         -      114
     Exhaust                     277      -        277        90      187
     Total North America Original
      Equipment                  391      -        391        90      301

  Total North America            539      -        539        90      449

  Europe Aftermarket
     Ride Control                 44      -         44         -       44
     Exhaust                      46      -         46         -       46
     Total Europe Aftermarket     90      -         90         -       90

  Europe Original Equipment
     Ride Control                 49      -         49                 49
     Exhaust                     182      -        182        57      125
     Total Europe Original
      Equipment                  231      -        231        57      174

  Total Europe                   321      -        321        57      264

  Asia                            29      -         29        12       17

  South America                   28      -         28         3       25

  Australia                       31      -         31         1       30

  Total Rest of World             88      -         88        16       72

  Total Tenneco Automotive      $948     $-       $948      $163     $785

   Tenneco Automotive 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, pass-through
   catalytic converter sales include precious metals pricing, which may be
   volatile.  While Tenneco Automotive's original equipment customers assume
   the risk of this volatility, it impacts reported revenue.  Excluding
   pass-through catalytic converter sales removes this impact.  Tenneco
   Automotive uses this information to analyze the trend in revenues before
   these factors.  Tenneco Automotive believes investors find this
   information useful in understanding period to period comparisons in the
   company's revenues.

                                                                ATTACHMENT 2
                              TENNECO AUTOMOTIVE
              RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
                                  Unaudited

                                           Six Months Ended June 30, 2003
                                                                   Revenues
                                                         Pass-     Excluding
                                                         through   Currency
                                                         Sales     and
                                              Revenues   Excluding Pass-
                                     Currency Excluding  Currency  through
                           Revenues  Impact   Currency   Impact    Sales

  North America Aftermarket
     Ride Control               $162      $-      $162        $-     $162
     Exhaust                      82       -        82         -       82
     Total North America
      Aftermarket                244       -       244         -      244

  North America Original Equipment
     Ride Control                234       -       234         -      234
     Exhaust                     504       5       499       162      337
     Total North America Original
      Equipment                  738       5       733       162      571

  Total North America            982       5       977       162      815

  Europe Aftermarket
     Ride Control                 88      16        72        -        72
     Exhaust                      90      16        74        -        74
     Total Europe Aftermarket    178      32       146        -       146

  Europe Original Equipment
     Ride Control                121      20       101        -       101
     Exhaust                     434      71       363       114      249
     Total Europe Original
      Equipment                  555      91       464       114      350

  Total Europe                   733     123       610       114      496

  Asia                            76       -        76        27       49

  South America                   55      (9)       64         5       59

  Australia                       73      11        62         7       55

  Total Rest of World            204       2       202        39      163

  Total Tenneco Automotive    $1,919    $130    $1,789      $315   $1,474

                                           Six Months Ended June 30, 2002
                                                                   Revenues
                                                         Pass-     Excluding
                                                         through   Currency
                                                         Sales     and
                                              Revenues   Excluding Pass-
                                     Currency Excluding  Currency  through
                           Revenues  Impact   Currency   Impact    Sales

  North America Aftermarket
     Ride Control               $176      $-      $176        $-     $176
     Exhaust                      98       -        98         -       98
     Total North America
      Aftermarket                274       -       274         -      274

  North America Original Equipment
     Ride Control                214       -       214         -      214
     Exhaust                     518       -       518       175      343
     Total North America Original
      Equipment                  732       -       732       175      557

  Total North America          1,006       -     1,006       175      831

  Europe Aftermarket
     Ride Control                 72       -        72        -        72
     Exhaust                      83       -        83        -        83
     Total Europe Aftermarket    155       -       155        -       155

  Europe Original Equipment
     Ride Control                 90       -        90        -        90
     Exhaust                     348       -       348       104      244
     Total Europe Original
      Equipment                  438       -       438       104      334

  Total Europe                   593       -       593       104      489

  Asia                           47        -        47        17       30

  South America                  54        -        54         5       49

  Australia                      57        -        57         2       55

  Total Rest of World            158       -       158        24      134

  Total Tenneco Automotive    $1,757      $-    $1,757      $303   $1,454

   Tenneco Automotive 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, pass-through
   catalytic converter sales include precious metals pricing, which may be
   volatile.  While Tenneco Automotive's original equipment customers assume
   the risk of this volatility, it impacts reported revenue.  Excluding
   pass-through catalytic converter sales removes this impact.  Tenneco
   Automotive uses this information to analyze the trend in revenues before
   these factors.  Tenneco Automotive believes investors find this
   information useful in understanding period to period comparisons in the
   company's revenues.