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Tenneco Automotive Significantly Improves Operating Results

-- Fourth quarter EBIT up 27 percent - adjusted EBIT up 51 percent -- Full year net income before accounting change down 12 percent - adjusted full year net income up 184 percent -- Year-end debt net of cash balances at $1.285 billion -- Wins more than $900 million in new business in 2003

LAKE FOREST, Ill., Jan. 27 -- Tenneco Automotive announced today that the company reported a fourth quarter net loss of $2 million, or 4-cents per diluted share, compared with fourth quarter 2002 net income of $9 million, or 21-cents per diluted share. The company reported full year 2003 net income of $27 million, or 65-cents per diluted share, compared with net income before an accounting change in 2002 of $31 million, or 74-cents per diluted share.

"When you consider our quarter-over-quarter results on an operational basis, excluding certain items, our strong cash and earnings performance in the quarter helped us deliver our best operational year since becoming a stand-alone company," said Mark P. Frissora, chairman and CEO, Tenneco Automotive.

Adjusted for the items described below, fourth quarter 2003 net income was $2 million, or 6-cents per diluted share, versus a loss of $7 million, or 17- cents per diluted share, in the fourth quarter of 2002. Adjusted for the items described below, full year 2003 net income was $23 million, or 55-cents per diluted share, a 162 percent increase in earnings per share compared with net income of $8 million, or 21-cents per diluted share for full year 2002. See the tables that reconcile GAAP results to non-GAAP results, which are in attachment 2 to the press release.

  Adjustments to reported fourth quarter 2003 results are:
   -- expenses of $9 million pre-tax, $6 million after-tax, or 13-cents per
      share, associated with refinancing of the company's senior debt;
   -- restructuring expenses of $1 million pre-tax, $1 million after-tax, or
      2-cents per share;
   -- a benefit of $3 million, or 5-cents per share, related to a foreign
      tax adjustment.
  Adjustments to reported fourth quarter 2002 results are:
   -- net benefits of $16 million after-tax, or 38-cents per share, for
      adjustments to restructuring costs and taxes.
  Adjustments to reported full year 2003 results are:
   -- restructuring and related expenses of $8 million pre-tax, $5 million
      after-tax, or 13-cents per share;
   -- expenses of $12 million pre-tax, $8 million after-tax, or 18-cents per
      share, due to debt refinancing;
   -- a benefit of $17 million, or 41-cents per share, related to several
      tax adjustments.
  Adjustments to reported full year 2002 results are:
   -- a net benefit of $23 million after-tax, or 53-cents per share, due to
      restructuring and related activities; costs associated with the
      amendment of the senior debt agreement; a gain on the sale of a
      facility; and a benefit related to several tax adjustments.

"We improved in every region and I am especially pleased with the turnaround in our European original equipment operations," said Frissora. "Europe also took the lead in winning significant new ride and emissions control business. We were awarded more than $900 million in new business in 2003 for OE platforms expected to begin production in 2004 through 2007. We are also encouraged by some strengthening in the North America aftermarket where revenue grew quarter-over-quarter for the first time since the second quarter of 2002."

FOURTH QUARTER PERFORMANCE

The company's fourth quarter 2003 results benefited from higher volumes, improved manufacturing efficiencies and favorable currency exchange rates. However, results were negatively impacted by $4 million in higher interest expense on the company's debt refinancing.

Fourth quarter revenue was $933 million, compared with $846 million in fourth quarter 2002, a 10 percent increase. Adjusted for $86 million in favorable currency, revenue was slightly up quarter-over-quarter.

The company's reported EBIT (earnings before interest, taxes, and minority interest) increased 27 percent to $40 million in the fourth quarter, compared with $31 million in fourth quarter 2002. Adjusted for certain items described above (see attachment 2), EBIT was $41 million, a 51 percent increase compared with fourth quarter 2002 adjusted EBIT of $27 million. The company generated $76 million in cash flow before financing activities during the quarter, largely driven by $68 million in cash from working capital improvements.

Reported EBIT before depreciation and amortization expense (EBITDA) was $83 million for the quarter, an 18 percent increase compared with $71 million in fourth quarter 2002. Adjusted for certain items described above (see attachment 2), fourth quarter EBITDA was $84 million, a 28 percent increase versus adjusted fourth quarter 2002 EBITDA of $67 million.

The company decreased its SGA&E (selling, general, administrative and engineering) expense to 11.3 percent of sales in the quarter compared with 11.6 percent in fourth quarter 2002. The higher margin aftermarket continues to represent a smaller percentage of revenues and gross margin. Gross margin was 20.2 percent in the quarter, compared with 20.0 percent reported in fourth quarter 2002. Without the benefits of an income adjustment related to restructuring costs, fourth quarter 2002 gross margin would have been 19.7 percent.

The company operated well within the requirements of its bank debt covenants in the quarter. At December 31, the leverage ratio was 4.17, below the maximum limit of 5.00; the fixed charge coverage ratio was 1.87, exceeding the minimum required ratio of 1.00; and the interest coverage ratio was 3.04, exceeding the minimum required ratio of 1.95.

FULL YEAR PERFORMANCE

The company reported 2003 revenue of $3.8 billion, a 9 percent increase over 2002. Adjusted for the impact of favorable currency, revenue increased 1 percent.

Full year reported EBIT was $176 million, a 4 percent increase compared with 2002 EBIT of $169 million. Adjusted for certain items described above (see attachment 2), 2003 EBIT was $184 million, compared with adjusted 2002 EBIT of $162 million. For the full year, Tenneco Automotive reported net cash before financing activities of $154 million, up 90 percent from a year ago. The company strengthened its financial position in 2003, ending the year with cash balances of $145 million and total debt at $1.430 billion, or debt net of cash balances of $1.285 billion, the lowest level since becoming a stand-alone company.

Tenneco Automotive reported EBITDA for the full year of $339 million, an increase from $313 million reported in 2002. EBITDA was $347 million adjusted for certain items described above (see attachment 2), compared with 2002 adjusted EBITDA of $306 million.

The company reported SGA&E for the year of 11.4 percent of sales, meeting its 2003 goal of maintaining SGA&E expense at less than 12 percent of sales. Gross margin for 2003 was 20.5 percent versus 20.9 percent in 2002. The decline was driven by a lower percentage of sales generated by the higher margin aftermarket business. The company also achieved its Project Genesis restructuring goals for the year, generating $29 million in savings. Manufacturing improvements driven by the company's Six Sigma initiative generated an additional $27 million in savings in 2003.

  FOURTH QUARTER - NORTH AMERICA
   -- North American original equipment revenue was $347 million for the
      quarter versus $338 million in fourth quarter 2002.  Excluding the
      impact of lower pass-through catalytic converter sales, revenue was
      $270 million, up 2 percent versus a market decline of almost one
      percent.  Higher ride control volumes drove the increase.
   -- North American aftermarket revenue was $99 million, up 12 percent
      versus fourth quarter 2002 revenue of $88 million.  The increase was
      driven by an 11 percent increase in ride control sales and a 14
      percent increase in emissions control sales.
   -- Reported EBIT for North American operations was $22 million compared
      with $21 million reported in the fourth quarter of 2002.  Adjusted for
      $1 million in restructuring related expenses, EBIT in fourth quarter
      2003 was $23 million, versus EBIT of $21 million in the same period
      one year ago.  The EBIT improvement was driven by higher volumes,
      improved manufacturing efficiency and cost control measures.

  FOURTH QUARTER - EUROPE
   -- European original equipment revenue increased to $290 million from
      $253 million in fourth quarter 2002.  Before the impact of favorable
      currency and pass-through catalytic converter sales, revenue was
      $193 million, down less than one percent and even with the market
      decline.  A 33 percent increase in OE ride control volumes offset a 12
      percent decline in emissions control volumes, adjusted for currency
      and pass-through sales.
   -- European aftermarket revenue was $76 million compared with $70 million
      in fourth quarter 2002.  Excluding the impact of favorable currency,
      revenue was $62 million.  The revenue decline was the result of
      continued market softness in both ride and emissions control.
   -- Reported European EBIT was $7 million compared with reported fourth
      quarter 2002 EBIT of $3 million, or zero when adjusted for a net
      benefit of $3 million for a favorable adjustment in the estimate to
      complete Project Genesis restructuring, net of restructuring related
      expenses.  Favorable currency, higher OE ride control volumes,
      improved manufacturing efficiencies and tight cost controls drove the
      EBIT improvement.

  FOURTH QUARTER - REST OF WORLD
   -- The company's Australian operations increased revenue to $45 million
      from $33 million in fourth quarter 2002.  Revenue increased 2 percent
      to $34 million, excluding the impact of favorable currency.  The
      revenue gain was driven by higher OE volumes.
   -- Revenue from Asian operations increased to $43 million from
      $39 million in fourth quarter 2002, primarily driven by growing OE
      revenues in China.
   -- The company reported revenue from South American operations of
      $33 million, a 33 percent increase over fourth quarter 2002 revenue of
      $25 million.  Revenue was impacted by $5 million in favorable currency
      and higher OE volumes, primarily in Brazil.
   -- Reported combined EBIT for Asia, South America and Australia was
      $11 million in the fourth quarter versus $7 million in the fourth
      quarter of 2002.  The improvement in reported EBIT was due to
      manufacturing efficiencies, increased volumes and favorable currency
      exchange rates.  Fourth quarter 2002 results include a net benefit of
      $1 million for an adjustment in the estimate to complete Project
      Genesis.

  2004 OUTLOOK

In 2004, the company will maintain its emphasis on aggressive cost management, top-line growth and cash generation to further reduce its debt. The company's long-term goals include reducing SGA&E expense to 10 percent of sales; improving gross margin to 22 percent of sales; and generating at least $100 million in new business annually. For 2004 the company also anticipates generating an additional $30 million in cash from working capital improvements.

"Our strategy is to capitalize on growth opportunities with advanced technologies and in new markets, such as China and Eastern Europe, while continuing our intense focus on cost management and manufacturing improvement initiatives," said Frissora. "In the aftermarket, we expect to grow with new products and in categories beyond our traditional product lines, while continuing to size our European aftermarket business to the market."

The company anticipates that its original equipment book of business in 2004 and 2005 will be about $75 million and $315 million higher, respectively, than the 2003 book of business. Before pass-through catalytic converter sales, the book of business is expected to be about $45 million and $270 million higher than 2003 in 2004 and 2005, respectively. These revenue estimates are based on original equipment manufacturers' programs that have been formally awarded to the company as well as programs where the company is highly confident that it will be awarded business based on informal customer indications, Tenneco Automotive's status as a supplier on the existing program, and the relationship with the customer.

Attachment 1 to this press release provides additional information on Tenneco Automotive's fourth quarter and full year 2003 results.

CONFERENCE CALL INFORMATION

The company will host a conference call on January 27, 2004 at 10:30 a.m. EST. The dial-in number is 888 394-4822 domestic or 773 756-4631 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 is available on the financial and news sections of the Tenneco Automotive web site. A recording of this call will be available one hour following completion of the call on January 27, 2004 through February 3, 2004. To access this recording, dial 800 679-9662 domestic or 402 220-0283 international.

2004 ANNUAL MEETING

The Tenneco Automotive board of directors has scheduled the corporation's annual meeting of shareholders for Tuesday, May 11, 2004 at 10:00 a.m. CDT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The record date for shareholders to vote at the meeting is March 19, 2004.

Tenneco Automotive is a $3.8 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 within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "will," "improving," "generating," "goals," "strategy," "continuing," "expect," "expected," "anticipates," "estimates," 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 the strength of other currencies relative to the U.S. dollar and 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), 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; (iv) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products, including the overall highly competitive nature of the automotive parts industry, and the company's resultant inability to realize the sales represented by its book of business, which is based on original equipment manufacturer's programs that have been formally awarded as well as programs where the company is highly confident that it will be awarded business based on informal customer indications, the company's status as a supplier on the existing program and the relationship with the customer, and 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; (v) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector, and changes in consumer demand and prices, including longer product lives of automobile parts and the cyclicality of automotive production and sales of automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products; (vi) the cost and outcome of existing and any future legal proceedings, and 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 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; (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 and the market; (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, 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 we operate 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 report on Form 10-K for the year ended December 31, 2002. Further information can be found on the company's web site at www.tenneco-automotive.com .

                                                                Attachment 1

          TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                       STATEMENTS OF INCOME (LOSS)
                                Unaudited
                     THREE MONTHS ENDED DECEMBER 31,
              (Millions except share and per share amounts)

                                          2003              2002
  Net sales and operating revenues:       $933              $846

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)            745 (a)           677 (d) (e)
     Engineering, Research and
      Development                           17                18
     Selling, General and
      Administrative                        88                80 (e)
     Depreciation and Amortization of
      Other Intangibles                     43                40
            Total Costs and Expenses       893               815

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

  Income (Loss) before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          22 (a)            21 (d) (e)
     Europe                                  7                 3 (d) (e)
     Other                                  11                 7 (e)
                                            40                31
  Less:
     Interest expense (net of
       interest capitalized)                46 (b)            33
     Income tax expense (benefit)           (5)(c)           (13)(f)
     Minority interest                       1                 2

  Net income (loss)                        $(2)               $9

  Average common shares outstanding:
     Basic                                40.7              39.9
     Diluted                              42.4              41.7

  Earnings (loss) per share of common
   stock:
     Basic-                             $(0.04)            $0.22
     Diluted-                           $(0.04)            $0.21

  (a) Includes restructuring related charges of $1 million pre-tax,
      $1 million after-tax or $0.02 per share.  The entire charge is
      recorded in cost of sales.  Geographically all of the charge is
      recorded in North America.
  (b) Includes a pre-tax expense of $9 million, $6 million after-tax or
      $.13 per share related to debt issuance costs that were deferred on
      the senior debt refinanced in December 2003.
  (c) Includes a $3 million or $.05 per share tax benefit related to a
      foreign tax adjustment.
  (d) Includes restructuring related charges of $5 million pre-tax,
      $3 million after-tax or $0.07 per share.  The entire charge is
      recorded in cost of sales.  Geographically, $2 million is recorded in
      North America and $3 million in Europe.
  (e) Includes a favorable adjustment to the estimated costs to complete
      Project Genesis of $9 million pre-tax, $8 million after tax or $0.19
      per share.  Of the adjustment $2 million is recorded in SG&A and the
      remaining $7 million is in cost of sales. Geographically, $2 million
      is recorded in North America, $6 million in Europe and $1 million in
      Other.
  (f) Includes tax adjustments of $11 million or $.26 per share related to
      an adjustment in taxes based on filed tax returns and a tax rate
      change in Belgium.

                                                                Attachment 1

          TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                       STATEMENTS OF INCOME (LOSS)
                                Unaudited
                     TWELVE MONTHS ENDED DECEMBER 31,
              (Millions except share and per share amounts)

                                         2003              2002
  Net sales and operating revenues:     $3,766            $3,459

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)          2,994(a)          2,735(d)(e)
     Engineering, Research and
      Development                           67                67
     Selling, General and
      Administrative                       364               351(e)(f)
     Depreciation and Amortization of
      Other Intangibles                    163               144
            Total Costs and Expenses     3,588             3,297

  Gain on sale of assets                     -                10(g)
  Loss on sale of receivables               (2)               (2)
  Other Income (Loss)                        -                (1)
  Total Other Income (Loss)                 (2)                7

  Income (Loss) before Interest
   Expense,
   Income Taxes, and Minority Interest
     North America                         131(a)            129(d)(e)(f)
     Europe                                 14(a)             18(d)(e)(f)(g)
     Other                                  31                22(e)
                                           176               169
  Less:
     Interest expense (net of
       interest capitalized)               149(b)            141
     Income tax expense (benefit)           (6)(c)            (7)(h)
     Minority interest                       6                 4
  Income (loss) before Cumulative
   Effect of Change in Accounting
   Principle                                27                31

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

  Net income (loss)                        $27             $(187)

  Average common shares outstanding:
     Basic                                40.4              39.8
     Diluted                              41.8              41.7

  Earnings (loss) per share of common
   stock:
     Basic-
        Before Cumulative Effect of
         Change in Accounting Principle  $0.67             $0.78
        Cumulative Effect of Change in
         Accounting Principle                -             (5.48)
                                         $0.67            $(4.70)

     Diluted-
        Before Cumulative Effect of
         Change in Accounting Principle  $0.65             $0.74
        Cumulative Effect of Change in
         Accounting Principle                -             (5.48)
                                         $0.65            $(4.74)

  (a) Includes restructuring and related charges of $8 million pre-tax,
      $5 million after-tax or $0.13 per share.  The entire charge is
      recorded in cost of sales.  Geographically, $4 million is recorded in
      North America and $4 million in Europe.
  (b) Includes pre-tax expenses of $12 million, $8 million after-tax or
      $.18 per share related to debt issuance costs that were deferred on
      the senior debt paid down with the proceeds of the 2003 debt
      refinancings.
  (c) Includes a $17 million or $.41 per share tax benefit related to the
      resolution of several tax issues.
  (d) Includes restructuring and restructuring related charges of
      $11 million pre-tax, $6 million after-tax or $0.16 per share.  The
      entire charge is recorded in cost of sales.  Geographically,
      $5 million is recorded in North America and $6 million in Europe.
  (e) Includes a favorable adjustment to the estimated costs to complete
      Project Genesis of $9 million pre-tax, $8 million after tax or $0.19
      per share.  Of the adjustment $2 million is recorded in SG&A and the
      remaining $7 million is in cost of sales. Geographically, $2 million
      is recorded in North America, $6 million in Europe and $1 million in
      Other.
  (f) 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.
  (g) 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.
  (h) Includes a $17 million or $.40 per share tax benefit related to the
      resolution of several tax issues.

                                                                Attachment 1

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

                                        December 31, 2003  December 31, 2002

   Assets

        Cash and Temporary Cash
         Investments                                 $145               $54

        Receivables, Net                              442               409

        Inventories                                   343               352

        Other Current Assets                          175               151

        Investments and Other Assets                  597               512

        Plant, Property, and Equipment,
         Net                                        1,111             1,026

        Total Assets                               $2,813            $2,504

  Liabilities and Shareowners' Equity

        Short-Term Debt                               $20              $228

        Accounts Payable                              621               505

        Accrued Taxes                                  19                40

        Accrued Interest                               42                23

        Other Current Liabilities                     191               220

        Long-Term Debt                              1,410             1,217

        Deferred Income Taxes                         119               103

        Deferred Credits and Other
         Liabilities                                  310               243

        Minority Interest                              23                19

        Total Shareholders' Equity                     58               (94)

        Total Liabilities and
         Shareholders' Equity                      $2,813            $2,504

                                                                Attachment 1

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

                                                    Twelve Months Ended
                                                         December 31,
                                                    2003              2002
     Operating activities:
       Net income (loss) before
        cumulative effect of change in
        accounting principle, net of tax             $27               $31
       Adjustments to reconcile income (loss)
        to net cash provided (used) by
        operating activities -
         Depreciation and amortization               163               144
         Deferred income taxes                       (29)              (39)
         (Gain)/loss on sale of
          businesses and assets, net                   2                (8)
         Changes in components of
          working capital -
           (Inc.)/dec. in receivables                 13                 9
           (Inc.)/dec. in inventories                 55                 -
           (Inc.)/dec. in prepayments
            and other current assets                  (1)                6
           Inc./(dec.) in payables                    52                56
           Inc./(dec.) in taxes accrued              (30)                3
           Inc./(dec.) in interest
            accrued                                   19                (2)
           Inc./(dec.) in other current
            liabilities                              (30)               (5)
         Other                                        40                (7)
     Net cash provided (used) by
      operating activities                           281               188

     Investing activities:
       Net proceeds from sale of assets                8                24
       Expenditures for plant, property
        & equipment                                 (130)             (138)
       Investments and other                          (5)                7
     Net cash provided (used) by
      investing activities                          (127)             (107)

     Net Cash provided (used) before
      financing activities                           154                81

     Financing activities:
       Proceeds from capital
        contributions                                  1                 -
       Issuance of long-term debt                    891                 3
       Debt issuance costs on long-term debt         (27)                -
       Retirement of long-term debt                 (791)             (123)
       Net inc./(dec.) in short-term
        debt excluding current
        maturities on long-term debt                (121)               47
       Other                                          (2)                -
     Net cash provided (used) by
      financing activities                           (49)              (73)

     Effect of foreign exchange rate
      changes on cash and
      temporary cash investments                     (14)               (7)

     Inc./(dec.) in cash and temporary
      cash investments                                91                 1
     Cash and temporary cash
      investments, January 1                          54                53
     Cash and temporary cash
      investments, December 31                      $145               $54

     Cash paid during the period for
      interest                                      $115              $145
     Cash paid during the period for
      income taxes                                   $46               $27

     Non-cash Investing and Financing
      Activities
     Obligation for long-term capital
      lease                                           $-               $(3)

                                                                Attachment 2

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

                                                      Q4 2003
                                          North            Rest of
                                         America  Europe    World    Total
  Net income (loss) (GAAP Measure)          $-       $-       $-        $(2)

  Minority interest                          -        -        -          1

  Income tax expense (benefit)               -        -        -         (5)

  Interest expense (net of interest
   capitalized)                              -        -        -         46

  EBIT, Income/(loss) before interest
   expense, income taxes and minority
   interest (GAAP measure)                    22        7       11       40

  Depreciation and amortization of other
   intangibles                                23       16        4       43

  Total EBITDA(2)                            $45      $23      $15      $83

                                                      Q4 2002
                                          North            Rest of
                                         America  Europe    World    Total
  Net income (loss) (GAAP Measure)          $-       $-       $-         $9

  Minority interest                          -        -        -          2

  Income tax expense (benefit)               -        -        -        (13)

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

  EBIT, Income/(loss) before interest
   expense, income taxes and minority
   interest (GAAP measure)                    21        3        7       31

  Depreciation and amortization               23       13        4       40

  Total EBITDA                               $44      $16      $11      $71

  (1) Generally Accepted Accounting Principles

  (2) 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(1) TO NON-GAAP EARNINGS MEASURES(2)
                                Unaudited

                          Q4 2003                    Q4 2002
             EBITDA(3) EBIT   Net   Per   EBITDA(3) EBIT  Net       Per
                            Income  Share                 Income   Share

  Earnings
   Measures
   before
   Cumulative
   Effect of
   Change in
   Accounting
   Principle     $83    $40   $(2)  $(0.04) $71       $31    $9     $0.21

  Adjustments
   (reflects
   non-GAAP
   measures):

     Restructuring
      and
      restructuring
      related
      expenses     1      1     1     0.02   (4)       (4)   (5)    (0.12)
     Tax settlement
      adjustments  -      -    (3)   (0.05)   -         -   (11)    (0.26)
     Debt issuance
      cost write
      off          -      -     6     0.13    -         -     -         -

  Non-GAAP earnings
   measure       $84    $41    $2    $0.06  $67       $27   $(7)   $(0.17)

                                                      Q4 2003
                                           North            Rest of
                                         America    Europe  World    Total
  EBIT                                      $22        $7    $11      $40
   Restructuring and restructuring
    related expenses                          1         -      -        1
  Adjusted EBIT                             $23        $7    $11      $41

                                                     Q4 2002
                                           North            Rest of
                                         America    Europe  World    Total
  EBIT                                      $21        $3     $7      $31
    Restructuring and restructuring
     related expenses                         -        (3)    (1)      (4)
  Adjusted EBIT                             $21        $-     $6      $27

                                                   Cost of   Gross   Gross
  Gross Margin                           Revenues   Sales   Margin  Margin %
  Reported Q4 2002                         $846      $677   $169     20.0%
    Net benefit of restructuring related
     expense adjustment                       -         2     (2)
  Adjusted Q4 2002                         $846      $679   $167     19.7%

  (1) Generally Accepted Accounting Principles

  (2) Tenneco Automotive presents the above reconciliation of GAAP to non-
      GAAP earnings measures in order to reflect the results for the fourth
      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 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) See Reconciliation of GAAP Net Income to EBITDA on previous page.
      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(1) NET INCOME TO EBITDA
                                  Unaudited

                                                      YTD 2003
                                          North            Rest of
                                         America  Europe    World    Total
  Net income (loss) (GAAP Measure)          $-       $-       $-        $27

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

  Minority interest                           -        -        -        6

  Income tax expense (benefit)                -        -        -       (6)

  Interest expense (net of interest
   capitalized)                               -        -        -      149

  EBIT, Income/(loss) before interest
   expense, income taxes and minority
   interest (GAAP measure)                  131       14       31      176

  Depreciation and amortization of
   other intangibles                         91       59       13      163

  Total EBITDA(2)                          $222      $73      $44     $339

                                                     YTD 2002
                                          North          Rest of
                                         America  Europe  World    Total
  Net income (loss) (GAAP Measure)           $-      $-      $-      $(187)

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

  Minority interest                           -       -       -          4

  Income tax expense (benefit)                -       -       -         (7)

  Interest expense (net of interest
   capitalized)                               -       -       -        141

  EBIT, Income/(loss) before interest
   expense, income taxes and minority
   interest (GAAP measure)                  129      18      22        169

  Depreciation and amortization              88      43      13        144

  Total EBITDA                             $217     $61     $35       $313

  (1) Generally Accepted Accounting Principles

  (2) 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(1) TO NON-GAAP EARNINGS MEASURES(2)
                                Unaudited

                          YTD 2003                 YTD 2002
              EBITDA(3) EBIT   Net   Per    EBITDA(3)  EBIT    Net     Per
                             Income  Share                   Income   Share
  Earnings
   Measures
   before
   Cumulative
   Effect of
   Change in
   Accounting
   Principle    $339     $176   $27    $0.65   $313    $ 169   $31    $0.74

  Adjustments
   (reflects
   non-GAAP
   measures):

     Restructuring
      and
      restructuring
      related
      expenses     8        8     5     0.13      2        2    (2)   (0.03)
     Tax settlement
      adjustments  -        -   (17)   (0.41)     -        -   (17)   (0.40)
     Debt issuance
      cost write
      off          -        -     8     0.18      -        -     -        -
     Gain on sale
      of York
      facility     -        -     -        -    (11)     (11)   (5)   (0.13)
     Amendment
      fee          -        -     -        -      2        2     1     0.03

  Non-GAAP earnings
   measure      $347     $184   $23    $0.55   $306     $162    $8    $0.21

                                                     YTD 2003
                                               North           Rest of
                                             America  Europe   World   Total
  EBIT                                         $131      $14   $31     $176
    Restructuring and restructuring
     related expenses                             4        4     -        8
  Adjusted EBIT                                $135      $18   $31     $184

                                                     YTD 2002
                                             North            Rest of
                                            America  Europe   World    Total
  EBIT                                         $129      $18   $22     $169
   Restructuring and restructuring
    related expenses                              3        -    (1)       2
   Gain on sale of York facility                  -      (11)    -      (11)
   Amendment fee                                  1        1     -        2
  Adjusted EBIT                                $133       $8   $21     $162

  (1) Generally Accepted Accounting Principles

  (2) Tenneco Automotive presents the above reconciliation of GAAP to non-
      GAAP earnings measures in order to reflect the results for the years
      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 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) See Reconciliation of GAAP Net Income to EBITDA on previous page.
      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 REVENUES TO NON-GAAP REVENUE MEASURE
                                 Unaudited

                                 Q4 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                $63      $-      $63       $-      $63
     Exhaust                      36       -       36        -       36
     Total North America
      Aftermarket                 99       -       99        -       99

  North America Original Equipment
     Ride Control                106       -      106        -      106
     Exhaust                     241       8      233       77      156
     Total North America Original
      Equipment                  347       8      339       77      262

  Total North America            446       8      438       77      361

  Europe Aftermarket
     Ride Control                 37       7       30        -       30
     Exhaust                      39       7       32        -       32
     Total Europe Aftermarket     76      14       62        -       62

  Europe Original Equipment
     Ride Control                 79      12       67        -       67
     Exhaust                     211      35      176       50      126
     Total Europe Original
      Equipment                  290      47      243       50      193

  Total Europe                   366      61      305       50      255

  Asia                            43       1       42       15       27

  South America                   33       5       28        3       25

  Australia                       45      11       34        4       30

  Total Rest of World            121      17      104       22       82

  Total Tenneco Automotive      $933     $86     $847     $149     $698

                                 Q4 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                $56      $-      $56       $-      $56
     Exhaust                      32       -       32        -       32
     Total North America
      Aftermarket                 88       -       88        -       88

  North America Original Equipment
     Ride Control                 95       -       95        -       95
     Exhaust                     243       -      243       74      169
     Total North America Original
      Equipment                  338       -      338       74      264

  Total North America            426       -      426       74      352

  Europe Aftermarket
     Ride Control                 31       -       31        -       31
     Exhaust                      39       -       39        -       39
     Total Europe Aftermarket     70       -       70        -       70

  Europe Original Equipment
     Ride Control                 51       -       51        -       51
     Exhaust                     202       -      202       58      144
     Total Europe Original
      Equipment                  253       -      253       58      195

  Total Europe                   323       -      323       58      265

  Asia                            39       -       39        9       30

  South America                   25       -       25        3       22

  Australia                       33       -       33        2       31

  Total Rest of World             97       -       97       14       83

  Total Tenneco Automotive      $846      $-     $846     $146     $700

  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 REVENUES TO NON-GAAP REVENUE MEASURE
                                  Unaudited

                       Year Ended December 31, 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               $303      $-     $303       $-     $303
     Exhaust                     163       -      163        -      163
     Total North America
      Aftermarket                466       -      466        -      466

  North America Original Equipment
     Ride Control                442       -      442        -      442
     Exhaust                     972      18      954      306      648
     Total North America Original
      Equipment                1,414      18    1,396      306    1,090

  Total North America          1,880      18    1,862      306    1,556

  Europe Aftermarket
     Ride Control                170      30      140        -      140
     Exhaust                     176      30      146        -      146
     Total Europe Aftermarket    346      60      286        -      286

  Europe Original Equipment
     Ride Control                265      40      225        -      225
     Exhaust                     832     132      700      216      484
     Total Europe Original
      Equipment                1,097     172      925      216      709

  Total Europe                 1,443     232    1,211      216      995

  Asia                           161       1      160       57      103

  South America                  119      (2)     121       12      109

  Australia                      163      31      132       15      117

  Total Rest of World            443      30      413       84      329

  Total Tenneco Automotive    $3,766    $280   $3,486     $606   $2,880

                       Year Ended December 31, 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               $312      $-     $312       $-     $312
     Exhaust                     179       -      179        -      179
     Total North America
      Aftermarket                491       -      491        -      491

  North America Original Equipment
     Ride Control                410       -      410        -      410
     Exhaust                     997       -      997      323      674
     Total North America Original
      Equipment                1,407       -    1,407      323    1,084

  Total North America          1,898       -    1,898      323    1,575

  Europe Aftermarket
     Ride Control                142       -      142        -      142
     Exhaust                     169       -      169        -      169
     Total Europe Aftermarket    311       -      311        -      311

  Europe Original Equipment
     Ride Control                187       -      187        -      187
     Exhaust                     723       -      723      218      505
     Total Europe Original
      Equipment                  910       -      910      218      692

  Total Europe                 1,221       -    1,221      218    1,003

  Asia                           116       -      116       35       81

  South America                  103       -      103       10       93

  Australia                      121       -      121        6      115

  Total Rest of World            340       -      340       51      289

  Total Tenneco Automotive    $3,459      $-   $3,459     $592   $2,867

  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.