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Tenneco Automotive Reports Record Revenue and Earnings

-- Highest ever quarterly revenue of $1.114 billion -- Record quarterly net income and EPS of $30 million, or 69-cents per share -- Record low debt net of cash balances at $1.253 billion -- European EBIT improves 27 percent; adjusted European EBIT up 55 percent

LAKE FOREST, Ill., July 20 -- Tenneco Automotive announced today that the company reported a 25 percent increase in net income and a 19 percent increase in earnings per diluted share with second quarter net income of $30 million, or 69-cents per diluted share, versus net income of $24 million, or 58-cents per diluted share, in the second quarter of 2003. The company reported a 15 percent improvement in EBIT (earnings before interest, taxes, and minority interest) to $76 million over second quarter 2003 EBIT of $67 million. EBITDA (EBIT before depreciation and amortization) in the quarter increased 12 percent to $120 million compared with $108 million a year earlier. (See the table that reconciles EBITDA in attachment 2 to the press release.)

Adjusted for the items described below, second quarter 2004 net income improved 55 percent to $31 million and earnings per share was up 43 percent to 70-cents per diluted share. Second quarter EBIT was up 24 percent to $84 million and EBITDA improved 17 percent to $128 million.

  Adjusted second quarter 2004 and 2003 results:

                                   Q2 2004                  Q2 2003
                                       Net    Per               Net    Per
                          EBITDA EBIT Income Share EBITDA EBIT Income Share

   Earnings Measures       $120   $76   $30  $0.69  $108   $67   $24  $0.58
   Adjustments:
     -Restructuring and
       restructuring
       related expenses       5     5     3   0.07     1     1     1   0.03
     -New Aftermarket
       customer changeover
       costs                  2     2     1   0.02   -     -     -      -
     -Consulting fees
       indexed to stock
       price                  1     1     1   0.01   -     -     -      -
     -Debt issuance cost
       write off            -     -     -      -     -     -       3   0.07
     -Tax adjustments       -     -      (4) (0.09)  -     -      (8) (0.19)
   Non-GAAP earnings
    measures               $128   $84   $31  $0.70  $109   $68   $20  $0.49

Additional information regarding Non-GAAP financial results, including a reconciliation of EBITDA and a reconciliation of other Non-GAAP earnings measures are included in the tables that appear in attachment 2 to this press release.

  Second quarter 2004 adjustments:
  -- Restructuring related expenses of $5 million pre-tax, or 7-cents per
     diluted share;
  -- Expenses of $2 million pre-tax, or 2-cents per diluted share,
     associated with continuing changeover costs for a new aftermarket
     customer acquired in the first quarter;
  -- Expenses of $1 million pre-tax, or 1-cent per diluted share, for
     consulting fees indexed to the stock price based on a 1999 agreement
     for implementing EVA(R);
  -- A tax benefit of $4 million, or 9-cents per diluted share.

  Second quarter 2003 adjustments:
  -- Restructuring related expenses of $1 million pre-tax, or 3-cents per
     diluted share;
  -- Expenses of $5 million pre-tax, or 7-cents per diluted share, related
     to the write-off of debt issuance costs;
  -- Tax benefits of $8 million, or 19-cents per diluted share.

"Our strategies for top-line growth, cash generation and aggressive cost management continue to prove effective as we posted another solid quarter with strong revenues and improved operational performance," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "We are well-positioned with the flexibility to adapt quickly to changing market conditions. Going forward, we will continue to benefit from our strong geographical balance, highly variable cost structure and more efficient manufacturing operations."

The company reported its highest ever quarterly revenue of $1.114 billion compared with $998 million in second quarter 2003, driven by higher volumes on top-selling vehicle platforms worldwide and strengthening aftermarket sales in North America and South America. Favorable currency exchange rates benefited revenue by $27 million.

Tenneco Automotive was awarded approximately $495 million in new business, over the life of the contracts, in the second quarter for OE platforms expected to begin production in 2006-2007 and approximately $5 million annualized in new aftermarket business. The new business includes one of the company's largest ever contracts to supply the full diesel exhaust system on a major pick-up truck platform in North America.

The company's cost management activities and operational efficiency programs continued to generate savings in the second quarter. SGA&E (selling, general, administrative and engineering) expense decreased to 10.7 percent of sales, versus 11.0 percent one year ago, on track toward an annual goal of less than 11.5 percent of sales. Six Sigma initiatives generated $7 million in savings and the company realized $3 million in savings from Project Genesis restructuring activities. The company's gross margin in the quarter was 21.5 percent, versus 21.9 percent one year ago. Excluding restructuring related expenses, gross margin was flat year-over-year. Gross margin in the quarter was also impacted by a shifting business mix as the company's global OE growth outpaced higher margin aftermarket growth.

A record low net debt of $1.253 billion was driven by improved cash flow performance in the quarter. Cash balances were $166 million at quarter-end and total debt was $1.419 billion.

Tenneco Automotive outperformed the requirements of its bank debt covenants in the quarter. At June 30, the leverage ratio was 3.78, below the maximum limit of 5.00; the fixed charge coverage ratio was 2.04, exceeding the minimum required ratio of 1.10; and the interest coverage ratio was 3.15, exceeding the minimum coverage ratio of 2.00.

  NORTH AMERICA
  -- North American original equipment revenue was $379 million, up 4
     percent compared with $365 million in second quarter 2003.  The company
     outperformed the market's flat production rate due to its strong
     position on better-selling platforms and higher heavy-duty truck
     volumes.
  -- North American aftermarket revenue was $144 million, a 7 percent
     increase versus $136 million in second quarter 2003.  An 11 percent
     improvement in ride control sales drove the increase and offset a 3
     percent decline in exhaust sales.
  -- EBIT for North American operations was $50 million, flat with second
     quarter 2003.  Excluding the items below, EBIT increased 6 percent,
     driven by manufacturing efficiencies and cost savings.
  -- Second quarter 2004 EBIT results include $1 million in restructuring
     costs, $2 million for an aftermarket customer changeover costs, and
     $1 million associated with stock price indexed consulting fees.

  EUROPE
  -- European original equipment revenue was $343 million in the quarter, a
     20 percent increase over second quarter 2003 revenue of $286 million.
     Excluding $18 million in favorable currency, revenue was up 14 percent
     compared with one year ago.  The launch of new ride control platforms
     and higher exhaust volumes drove the increase.
  -- European aftermarket revenue was $103 million, flat with second quarter
     2003.  Excluding the impact of favorable currency, revenue was
     $99 million.  The decrease was due to lower sales in both product
     lines.
  -- European EBIT was $14 million, including $1 million in favorable
     currency, compared with second quarter 2003 EBIT of $11 million.
     Excluding the items below, EBIT increased 55 percent to $18 million,
     versus $12 million one year ago.  The improvement was driven by OE
     volume increases, manufacturing efficiencies and lower overhead costs.
  -- Second quarter 2004 EBIT results include $4 million in restructuring
     related expenses.  Second quarter 2003 EBIT results include $1 million
     in restructuring related expenses.

  REST OF WORLD
  -- Revenue from Asian operations increased 47 percent to $58 million from
     $40 million in second quarter 2003, primarily driven by a 58 percent
     increase in China OE revenues.
  -- Revenue from South America operations was $36 million, a 22 percent
     increase versus $29 million in second quarter 2003.   The increase was
     the result of higher OE volumes and stronger aftermarket sales.
  -- Australian operations generated revenue of $51 million, a 27 percent
     increase compared with $40 million a year earlier.  Excluding the
     impact of $4 million in favorable currency, revenue increased 15
     percent, due to higher OE volumes and stronger aftermarket sales.
  -- Reported combined EBIT for Asia, South America and Australia was
     $12 million versus $7 million in second quarter 2003, primarily driven
     by higher OE volumes.

"Despite some market uncertainties, we are cautiously optimistic that our improving performance will continue over the second half of 2004 due to our geographical balance, strong position on top-selling vehicles globally, upcoming new platform launches and strong foothold in growing markets such as China and commercial vehicles," said Frissora. "Our intense focus on reducing discretionary spending, improving operational efficiency and leveraging our global supply chain management system should also help counter any changes in the marketplace."

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

  Statement of Income - 3 months
  Statement of Income - 6 months
  Balance Sheet
  Statements of Cash Flow

  Attachment 2
  Reconciliation of GAAP Net Income to EBITDA - 3 months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 months
  Reconciliation of GAAP Net Income to EBITDA - 6 months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 6 months
  Reconciliation of GAAP Revenues to Non-GAAP Revenue Measure - 3 months
  Reconciliation of GAAP Revenues to Non-GAAP Revenue Measure - 6 months

  CONFERENCE CALL

The company will host a conference call on July 20, 2004 at 10:30 a.m. EDT. The dial-in number is 888-455-9642 (domestic) or 210-839-8504 (international). The passcode is Tenneco Auto. The call will be available on the financial section of the Tenneco Automotive web site at http://www.tenneco-automotive.com/ . A copy of the 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 July 20, 2004 through July 27, 2004. To access this recording, dial 800-297-0768 (domestic) or 402-220-3822 (international).

THE COMPANY

Tenneco Automotive is a $3.8 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,200 employees worldwide. Tenneco Automotive is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco Automotive markets its products principally under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer 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, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control components.

                                                              ATTACHMENT 1

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

                                         2004              2003

  Net sales and operating revenues:     $1,114 (a)          $998

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)            874 (b)           779 (e)
     Engineering, Research and
      Development                           19                13
     Selling, General and Administrative   100  (c)           97
     Depreciation and Amortization of
      Other Intangibles                     44                41
            Total Costs and Expenses     1,037               930

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          50  (a) (b) (c)   49
     Europe                                 14  (b)           11 (e)
     Other                                  12                 7
                                            76                67
  Less:
     Interest expense (net of
       interest capitalized)                34                38 (f)
     Income tax expense (benefit)           10 (d)             3 (g)
     Minority interest                       2                 2
  Net income                               $30               $24

  Average common shares outstanding:
     Basic                                41.5              40.4
     Diluted                              44.2              41.3

  Earnings per share of common stock:
     Basic                               $0.73             $0.59
     Diluted                             $0.69             $0.58

  (a) Includes continuing changeover costs for a new aftermarket customer
      acquired in the first quarter of $2 million pre-tax, $1 million after-
      tax or $0.02 per share.  The entire cost is recorded in Sales.
      Geographically all of the charge is recorded in North America.
  (b) Includes restructuring and 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,
      $1 million is recorded in North America and $4 million in Europe.
  (c) Includes consulting fees indexed to stock price of $1 million pre-
      tax, $1 million after-tax or $0.01 per share.  The entire charge is
      recorded in SG&A.  Geographically the entire charge is recorded in
      North America.
  (d) Includes a $4 million or $0.09 per share tax benefit related to the
      resolution of outstanding  tax issues.
  (e) 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.
  (f) Includes a pre-tax expense of $5 million, $3 million after-tax or
      $0.07 per share related to debt issuance costs that were deferred on
      the senior debt we paid down with the proceeds of the June 2003
      $350 million bond offering.
  (g) Includes an $8 million or $0.19 per share tax benefit related to the
      resolution of outstanding tax issues.

                                                              ATTACHMENT 1

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

                                        2004               2003

  Net sales and operating revenues:    $2,148 (a)         $1,919

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)         1,704 (b)          1,522 (e)
     Engineering, Research and
      Development                          36                 32
     Selling, General and
      Administrative                      209 (a) (b) (c)    185
     Depreciation and Amortization of
      Other Intangibles                    89                 80
            Total Costs and Expenses    2,038              1,819

  Loss on sale of receivables              (1)                (1)
  Other Income (Loss)                     -                   (1)
  Total Other Income (Loss)                (1)                (2)

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                         80  (a) (b) (c)    77 (e)
     Europe                                11  (b) (c)        10 (e)
     Other                                 18  (c)            11
                                          109                 98
  Less:
     Interest expense (net of
       interest capitalized)               69                 69 (f)
     Income tax expense (benefit)           9 (d)              1 (g)
     Minority interest                      3                  3
  Net income                              $28                $25

  Average common shares outstanding:
     Basic                               41.1               40.2
     Diluted                             43.8               41.1

  Earnings per share of common stock:
     Basic                              $0.69              $0.61
     Diluted                            $0.65              $0.60

  (a) Includes changeover costs for a new aftermarket customer acquired in
      the first quarter of $8 million pre-tax, $5 million after-tax or $0.11
      per share.  Of the adjustment $6 million is recorded in Sales and
      $2 million is recorded in SG&A.  Geographically all of the charge is
      recorded in North America.
  (b) Includes restructuring and restructuring related charges of
      $10 million pre-tax, $6 million after tax or $0.14 per share.  Of the
      adjustment $2 million is recorded in SG&A and the remaining $8 million
      is in cost of sales.  Geographically, $3 million is recorded in North
      America and $7 million in Europe.
  (c) Includes consulting fees indexed to stock price of $4 million pre-
      tax, $3 million after-tax or $0.06 per share.  The entire charge is
      recorded in SG&A.  Geographically $2 million of the charge is recorded
      in North America, $1 million in Europe and $1 million in Other.
  (d) Includes a $5 million or $0.11 per share tax benefit related to the
      resolution of outstanding  tax issues.
  (e) 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.
  (f) Includes a pre-tax expense of $5 million, $3 million after-tax or
      $0.07 per share related to debt issuance costs that were deferred on
      the senior debt we paid down with the proceeds of the June 2003
      $350 million bond offering.
  (g) Includes an $11 million or $0.26 per share tax benefit related to the
      resolution of outstanding tax issues.

                                                              ATTACHMENT 1

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

                                          June 30, 2004   December 31, 2003

   Assets

        Cash and Cash Equivalents             $166              $145

        Receivables, Net                       550               442

        Inventories                            352               343

        Other Current Assets                   202               175

        Investments and Other Assets           594               579

        Plant, Property, and Equipment,
         Net                                 1,059             1,111

        Total Assets                        $2,923            $2,795

  Liabilities and Shareholders' Equity

        Short-Term Debt                        $20               $20

        Accounts Payable                       669               621

        Accrued Taxes                           30                19

        Accrued Interest                        39                42

        Other Current Liabilities              239               191

        Long-Term Debt                       1,399             1,410

        Deferred Income Taxes                  124               119

        Deferred Credits and Other
         Liabilities                           307               292

        Minority Interest                       23                23

        Total Shareholders' Equity              73                58

        Total Liabilities and
         Shareholders' Equity               $2,923            $2,795

                                                              ATTACHMENT 1

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

                                                  Six Months Ended
                                                      June 30,
                                               2004             2003

  Operating activities:
    Net income                                 $28               $25
    Adjustments to reconcile income to net
      cash provided by operating activities -
      Depreciation and amortization             89                80
      Deferred income taxes                     (5)              (10)
      Changes in components of working
         capital -
        (Inc.)/dec. in receivables            (113)              (87)
        (Inc.)/dec. in inventories             (16)               24
        (Inc.)/dec. in prepayments
         and other current assets              (27)               (1)
        Inc./(dec.) in payables                 60                30
        Inc./(dec.) in taxes accrued            13               (19)
        Inc./(dec.) in interest accrued         (2)               (5)
        Inc./(dec.) in other
         current liabilities                    24               (19)
      Other                                      8                10
  Net cash provided by operating activities     59                28

  Investing activities:
    Net proceeds from sale of assets            11                 3
    Expenditures for plant, property
     & equipment                               (54)              (54)
    Investments and other                       (2)               (2)
  Net cash used by investing activities        (45)              (53)

  Net cash provided (used) before
   financing activities                         14               (25)

  Financing activities:
    Issuance of common shares                    4                 -
    Proceeds from capital contributions          -                 1
    Issuance of long-term debt                   -               350
    Debt issuance costs on long-term debt        -               (12)
    Retirement of long-term debt                (4)             (276)
    Net inc./(dec.) in short-term debt
     excluding current maturities on long-term
     debt                                        1               (25)
    Other                                        2                (1)
  Net cash provided by financing activities      3                37

  Effect of foreign exchange rate changes on
   cash and temporary cash investments           4                (8)

  Inc./(dec.) in cash and temporary
   cash investments                             21                 4
  Cash and temporary cash investments,
   January 1                                   145                54
  Cash and temporary cash investments,
   June 30                                    $166               $58

  Cash paid during the period for interest     $74               $67
  Cash paid during the period for income
   taxes                                        $7               $30

                                                              ATTACHMENT 2

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

                                                     Q2 2004
                                         North             Rest of
                                        America   Europe    World     Total

  Net income                               $-       $-       $-        $30

  Minority interest                         -        -        -          2

  Income tax expense (benefit)              -        -        -         10

  Interest expense (net of interest
   capitalized)                             -        -        -         34

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            50       14       12       76

  Depreciation and amortization of
   other intangibles                         24       16        4       44

  Total EBITDA(2)                           $74      $30      $16     $120

                                                     Q2 2003
                                         North             Rest of
                                        America   Europe    World     Total

  Net income                               $-       $-       $-        $24

  Minority interest                         -        -        -          2

  Income tax expense (benefit)              -        -        -          3

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

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

  Depreciation and amortization              24       14        3       41

  Total EBITDA                              $73      $25      $10     $108

  (1) Generally Accepted Accounting Principles

  (2) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      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

                          Q2 2004                        Q2 2003
                                Net     Per                    Net     Per
               EBITDA(3) EBIT Income   Share  EBITDA(3) EBIT  Income  Share
  Earnings
   Measures      $120    $76    $30    $0.69    $108    $67    $24    $0.58

  Adjustments
  (reflects
   non-GAAP
   measures):
    Restructuring
     and
     restructuring
     related
     expenses       5      5      3     0.07       1      1      1     0.03
    New Aftermarket
     customer
     changeover
     costs          2      2      1     0.02      -      -      -        -
    Consulting
     fees indexed
     to stock
     price          1      1      1     0.01      -      -      -        -
    Tax
     adjustments   -      -      (4)   (0.09)     -      -      (8)   (0.19)
    Debt issuance
     cost write
     off           -      -      -       -        -      -       3     0.07
  Non-GAAP
   earnings
   measures      $128    $84    $31    $0.70    $109    $68    $20    $0.49

                                                         Q2 2004
                                                North         Rest of
                                               America Europe  World   Total

  EBIT                                           $50    $14    $12      $76
   Restructuring and restructuring related
    expenses                                       1      4    -          5
   New Aftermarket customer changeover costs       2    -      -          2
   Consulting fees indexed to stock price          1    -      -          1
  Adjusted EBIT                                  $54    $18    $12      $84

                                                         Q2 2003
                                                North        Rest of
                                               America Europe World   Total

  EBIT                                           $49    $11     $7      $67
   Restructuring and restructuring related
    expenses                                     -        1     -         1
  Adjusted EBIT                                  $49    $12     $7      $68

  (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 second
      quarters of 2004 and 2003 in a manner that allows a better
      understanding of the results of operational activities separate from
      the financial impact of decisions made for the long-term benefit of
      the company.  Adjustments similar to the ones reflected above have
      been recorded in earlier periods, and similar types of adjustments can
      reasonably be expected to be recorded in future periods.  Using only
      the non-GAAP earnings measures to analyze earnings would have material
      limitations because its calculation is based on the subjective
      determinations of management regarding the nature and classification
      of events and circumstances that investors may find material.
      Management compensates for these limitations by utilizing both GAAP
      and non-GAAP earnings measures reflected above to understand and
      analyze the results of the business.  The company believes investors
      find the non-GAAP information helpful in understanding the ongoing
      performance of operations separate from items that may have a
      disproportionate positive or negative impact on the company's
      financial results in any particular period.

  (3) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      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 2004
                                         North            Rest of
                                        America  Europe    World      Total

  Net income                               $-       $-       $-        $28

  Minority interest                         -        -        -          3

  Income tax expense (benefit)              -        -        -          9

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

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            80       11       18      109

  Depreciation and amortization of
   other intangibles                         48       33        8       89

  Total EBITDA(2)                          $128      $44      $26     $198

                                                     YTD 2003
                                         North            Rest of
                                        America  Europe    World      Total

  Net income                               $-       $-       $-        $25

  Minority interest                         -        -        -          3

  Income tax expense (benefit)              -        -        -          1

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

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

  Depreciation and amortization              46       28        6       80

  Total EBITDA                             $123      $38      $17     $178

  (1) Generally Accepted Accounting Principles

  (2) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      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 2004                       YTD 2003
                                Net     Per                   Net      Per
              EBITDA(3) EBIT   Income  Share  EBITDA(3) EBIT Income   Share
  Earnings
   Measures     $198    $109    $28    $0.65    $178    $98    $25    $0.60

  Adjustments
   (reflects
    non-GAAP
    measures):
     Restructuring
      and
      restructuring
      related
      expenses    10      10      6     0.14       6      6      3     0.09
     New
      Aftermarket
      customer
      changeover
      costs        8       8      5     0.11      -      -     -        -
     Consulting
      fees indexed
      to stock
      price        4       4      3     0.06      -      -      -       -
     Tax
      adjustments  -     -       (5)   (0.11)     -      -     (11)   (0.26)
     Debt issuance
      cost write
      off          -     -       -       -        -      -       3     0.07
  Non-GAAP
   earnings
   measures     $220    $131    $37    $0.85    $184   $104    $20    $0.50

                                                     YTD 2004
                                               North         Rest of
                                              America  Europe World    Total

  EBIT                                           $80    $11    $18     $109
   Restructuring and restructuring related
    expenses                                       3      7    -         10
   New Aftermarket customer changeover costs       8     -     -          8
   Consulting fees indexed to stock price          2      1      1        4
  Adjusted EBIT                                  $93    $19    $19     $131

                                                     YTD 2003
                                               North         Rest of
                                              America  Europe World    Total

  EBIT                                           $77    $10    $11      $98
   Restructuring and restructuring related
    expenses                                       3      3     -         6
  Adjusted EBIT                                  $80    $13    $11     $104

  (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 six
      months of 2004 and 2003 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 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 performance.
      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

                                                    Q2 2004
                                                                    Revenues
                                                             Pass- Excluding
                                                            through Currency
                                                              Sales    and
                                                  Revenues  Excluding Pass-
                                         Currency Excluding Currency through
                                Revenues  Impact  Currency   Impact   Sales
  North America Aftermarket
     Ride Control                 $100     $-       $100      $-      $100
     Exhaust                        44      -         44       -        44
     Total North America
      Aftermarket                  144      -        144       -       144

  North America Original
   Equipment
     Ride Control                  120      -        120       -       120
     Exhaust                       259        1      258        84     174
     Total North America
      Original Equipment           379        1      378        84     294

  Total North America              523        1      522        84     438

  Europe Aftermarket
     Ride Control                   51        2       49       -        49
     Exhaust                        52        2       50       -        50
     Total Europe Aftermarket      103        4       99       -        99

  Europe Original Equipment
     Ride Control                   91        4       87       -        87
     Exhaust                       252       14      238        81     157
     Total Europe Original
      Equipment                    343       18      325        81     244

  Total Europe                     446       22      424        81     343

  Asia                              58        1       57        20      37

  South America                     36       (1)      37         3      34

  Australia                         51        4       47         4      43

  Total Rest of World              145        4      141        27     114

  Total Tenneco Automotive      $1,114      $27   $1,087      $192    $895

                                                     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      -        247        75     172
     Total North America
      Original Equipment           365      -        365        75     290

  Total North America              501      -        501        75     426

  Europe Aftermarket
     Ride Control                   53      -         53       -        53
     Exhaust                        49      -         49       -        49
     Total Europe Aftermarket      102      -        102       -       102

  Europe Original Equipment
     Ride Control                   64      -         64       -        64
     Exhaust                       222      -        222        73     149
     Total Europe Original
      Equipment                    286      -        286        73     213

  Total Europe                     388      -        388        73     315

  Asia                              40      -         40        14      26

  South America                     29      -         29         3      26

  Australia                         40      -         40         4      36

  Total Rest of World              109      -        109        21      88

  Total Tenneco Automotive        $998     $-       $998      $169    $829

  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

                                       Six Months Ended June 30, 2004

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

  North America Aftermarket
     Ride Control                 $185     $-       $185      $-      $185
     Exhaust                        81      -         81       -        81
     Total North America
      Aftermarket                  266      -        266       -       266

  North America Original
   Equipment
     Ride Control                  238      -        238       -       238
     Exhaust                       522              6516       172     344
     Total North America
      Original Equipment           760        6      754       172     582

  Total North America            1,026        6    1,020       172     848

  Europe Aftermarket
     Ride Control                   89        6       83       -        83
     Exhaust                        94        8       86       -        86
     Total Europe Aftermarket      183       14      169       -       169

  Europe Original Equipment
     Ride Control                  176       14      162       -       162
     Exhaust                       495       35      460       158     302
     Total Europe Original
      Equipment                    671       49      622       158     464

  Total Europe                     854       63      791       158     633

  Asia                              97        1       96        33      63

  South America                     71        3       68         7      61

  Australia                        100       16       84         8      76

  Total Rest of World              268       20      248        48     200

  Total Tenneco Automotive      $2,148      $89   $2,059      $378  $1,681

                                      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      -        504        162     342
     Total North America
      Original Equipment           738      -        738        162     576

  Total North America              982      -        982        162     820

  Europe Aftermarket
     Ride Control                   88      -         88        -        88
     Exhaust                        90      -         90        -        90
     Total Europe Aftermarket      178      -        178        -       178

  Europe Original Equipment
     Ride Control                  121      -        121        -       121
     Exhaust                       434      -        434        147     287
     Total Europe Original
      Equipment                    555      -        555        147     408

  Total Europe                     733      -        733        147     586

  Asia                              76      -         76         27      49

  South America                     55      -         55          5      50

  Australia                         73      -         73          7      66

  Total Rest of World              204      -        204         39     165

  Total Tenneco Automotive      $1,919     $-     $1,919       $348  $1,571

  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.