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Tenneco Automotive Reports Record Revenue and Improved Earnings

-- EPS improves 40 percent; EBIT up 16 percent -- Record third quarter revenue of $998 million -- 11th consecutive quarter of year-over-year EBIT and EBITDA improvement -- European EBIT improves to $6 million versus a $3 million loss a year ago

LAKE FOREST, Ill., Oct. 20 -- Tenneco Automotive reported third quarter net income of $6 million, or 14-cents per diluted share, versus net income of $4 million, or 10-cents per diluted share in third quarter 2003. EBIT (earnings before interest, taxes and minority interest) for the quarter was $44 million versus $38 million a year ago. EBITDA (EBIT before depreciation and amortization) was $86 million, compared with $78 million in third quarter 2003.

The company's strong position on top-selling vehicles worldwide and strengthening North American aftermarket ride control sales generated record third quarter revenue of $998 million, versus $914 million a year ago. Favorable currency exchange rates impacted revenue by $33 million.

Adjusted for the items described below, third quarter adjusted net income increased to $7 million, or 16-cents per diluted share compared with $1 million, or 1-cent per diluted share, in third quarter 2003. Adjusted EBIT was $46 million and EBITDA was $88 million, up 18 percent and 11 percent, respectively.

  Adjusted third quarter 2004 and 2003 results:

                                Q3 2004                     Q3 2003
                                    Net    Per                  Net    Per
                       EBITDA EBIT Income Share    EBITDA EBIT Income Share
   Earnings Measures    $86   $44    $6   $0.14     $78   $38    $4   $0.10

   Adjustments (reflects
    non-GAAP measures):
      Restructuring and
       restructuring
       related expenses   2     2     2    0.04       1     1     1    0.02
      Tax adjustments     -     -    (1)  (0.02)      -     -    (3)  (0.09)
      Debt issuance cost
       write off          -     -     -       -       -     -    (1)  (0.02)
   Non-GAAP earnings
    measures            $88   $46    $7   $0.16     $79   $39    $1   $0.01

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

  Third quarter 2004 adjustments:
   -- Restructuring related expenses of $2 million pre-tax, or 4-cents per
      diluted share;
   -- Tax benefit of $1 million, or 2-cents per diluted share.

  Third quarter 2003 adjustments:
   -- Restructuring related expenses of $1 million pre-tax, or 2-cents per
      diluted share;
   -- Tax benefit of $3 million, or 9-cents per diluted share;
   -- Debt issuance write-off costs of $1 million, or 2-cents per diluted
      share.

"We delivered stronger year-over-year financial results this quarter despite challenging market conditions including escalating material costs, especially for carbon steel," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "While we have taken effective steps to help offset some of the price increases year-to-date, this remains our greatest challenge going forward. In addition to our focus on growth, we are working to lower our cost of doing business in order to maintain our momentum in spite of the materials cost burden."

The company's gross margin in the quarter was 20 percent compared with 20.5 percent in third quarter 2003. Gross margin was negatively impacted by .4 (four tenths) percent in the quarter due to a shifting business mix as the company's global OE growth outpaced higher margin aftermarket growth. The business mix coupled with the negative impact of approximately $10 million in steel price increases on materials not protected under contract offset strong OE volumes, aftermarket price increases, and the benefits from efficiency improvement and cost management activities. As it has in the past, the company anticipates achieving price recovery from its customers to help offset increased steel costs.

Restructuring activities in the quarter generated $4 million in savings and Six Sigma quality programs delivered $8 million in savings. The company's SGA&E (selling, general, administrative and engineering) expense in the quarter decreased to 11.3 percent of sales versus 11.9 percent a year earlier.

Tenneco Automotive reported its third consecutive quarter of record low net debt of $1.220 billion. Cash balances were $203 million at quarter-end and total debt was $1.423 billion.

The company outperformed the requirements of its bank debt covenants in the quarter. At September 30, the leverage ratio was 3.69, below the maximum limit of 4.75; the fixed charge coverage ratio was 1.78, exceeding the required ratio of 1.10; and the interest coverage ratio was 2.75, exceeding the minimum coverage ratio of 2.00.

  NORTH AMERICA
   -- North American original equipment revenue was $338 million, including
      $71 million in catalytic converter pass-through sales, versus
      $329 million in third quarter 2003 with $67 million in pass-through
      sales.  The company's strong position on top-selling vehicles and
      growing business with Japanese OEMs drove the increase, outpacing a 1
      percent industry production decline.
   -- North American aftermarket revenue was $127 million, compared with
      $123 million a year earlier.  The increase was the result of sales to
      new customers and higher ride control sales.
   -- EBIT for North American operations was $31 million, compared with
      $32 million the previous year.  Higher material costs offset stronger
      OE and aftermarket ride control sales and manufacturing efficiencies.

  EUROPE
   -- European original equipment revenue was $305 million, a 21 percent
      increase over $252 million a year earlier.  New ride control platform
      launches and the company's position on better-selling vehicles drove
      the increase, which outpaced industry production by six percentage
      points.  Results include $21 million in favorable currency and
      $74 million in catalytic converter pass-through sales.  Third quarter
      2003 results include $56 million in pass-through sales.
   -- European aftermarket revenue was $94 million, including $7 million in
      favorable currency, versus $92 million in third quarter 2003.  Lower
      sales in both product lines more than offset market share gains and
      price increases in the exhaust segment.
   -- European EBIT was $6 million, including $1 million in favorable
      currency, compared with a loss of $3 million a year earlier.  Higher
      OE volumes, successful cost management efforts and aftermarket price
      increases drove the improvement.
   -- Third quarter 2004 EBIT results include $2 million in restructuring
      related expenses.  Third quarter 2003 EBIT results include $1 million
      in restructuring related expenses.

  REST OF WORLD
   -- Revenue from Asian operations was $42 million, flat with the previous
      year.  Weaker OE volumes in China impacted results with revenue from
      the company's new joint ventures offsetting sales declines from other
      China operations.
   -- Revenue from South American operations was $42 million, versus
      $31 million in third quarter 2003.  The increase was driven by
      stronger OE volumes and aftermarket sales in all markets.
   -- Australian operations generated $50 million in revenue, compared with
      $45 million in third quarter 2003.  Revenue includes $4 million in
      favorable currency and was driven by OE volumes.
   -- Reported combined EBIT for Asia, South America and Australia was
      $7 million versus $9 million in third quarter 2003.  The decline was
      largely the result of lower OE volumes in China and manufacturing
      inefficiencies due to a customer start-up issue in Australia.

  YEAR-TO-DATE RESULTS

                               YTD 2004                    YTD 2003
                                    Net    Per                  Net    Per
                      EBITDA EBIT  Income Share   EBITDA EBIT  Income Share
   Earnings Measures   $284  $153   $34   $0.78    $256  $136   $29   $0.70
   Adjustments (reflects
    non-GAAP measures):
      Restructuring and
       restructuring
       related expenses  12    12     8    0.18       7     7     4    0.11
      New Aftermarket
       customer
       changeover costs   8     8     5    0.13       -     -     -       -
      Consulting fees
       indexed to stock
       price              4     4     3    0.06       -     -     -       -
      Tax adjustments     -     -    (6)  (0.14)      -     -   (14)  (0.36)
      Debt issuance cost
       write off          -     -     -       -       -     -     2    0.05
   Non-GAAP earnings
    measures           $308  $177   $44   $1.01    $263  $143   $21   $0.50

  OUTLOOK

"We remain cautious about the fourth quarter and into 2005. We anticipate continued growth in our European operations with a significant number of new ride and emission control platform launches throughout 2005. In North America, we are winning new OE contracts in both business units and maintaining a strong position on top-selling platforms. We are also encouraged by this quarter's increase in North American aftermarket ride control sales," said Frissora. "However, despite these growth drivers, we are operating in a weaker OE environment in North America and China. In addition, we remain very concerned about the potential impact of rising steel prices on future results."

"We are currently negotiating 2005 steel contracts with our suppliers as well as negotiating with both our aftermarket and OE customers for steel price recovery," added Frissora. "In addition, we are actively pursuing material substitutions and other cost reduction opportunities to lessen our exposure to steel volatility and will initiate other actions, as necessary, to help offset the impact of price increases."

In addition to its actions on steel, the company is continuing to look at ways to lower its cost structure through consolidations, shared services and more aggressive discretionary spending targets.

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

   Statement of Income - 3 months
   Statement of Income - 9 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 - 9 months
   Reconciliation of GAAP to Non-GAAP Earnings Measures - 9 months
   Reconciliation of GAAP Revenues to Non-GAAP Revenue Measures - 3 months
   Reconciliation of GAAP Revenues to Non-GAAP Revenue Measures - 9 months

  CONFERENCE CALL

The company will host a conference call on October 20, 2004 at 10:30 a.m. EDT. The dial-in number is 888-399-8606 (domestic) or 517-308-9007 (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 October 20, 2004 through October 27, 2004. To access this recording, dial 888-566-0635 (domestic) or 402-998-0730 (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 SEPTEMBER 30,
                (Millions except share and per share amounts)

                                        2004              2003
  Net sales and operating revenues:      $998              $914

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)           798 (a)           727 (c)
     Engineering, Research and
      Development                          22                18
     Selling, General and
      Administrative                       91                91
     Depreciation and Amortization of
      Other Intangibles                    42                40
            Total Costs and Expenses      953               876

  Other Income (Loss)                      (1)              -
  Total Other Income (Loss)                (1)              -

  Income (Loss) before Interest
   Expense,
   Income Taxes, and Minority Interest
     North America                         31                32
     Europe                                 6 (a)            (3)(c)
     Other                                  7                 9
                                           44                38
  Less:
     Interest expense (net of
       interest capitalized)               35                34 (d)
     Income tax expense (benefit)           2 (b)            (2)(e)
     Minority interest                      1                 2

  Net income                               $6                $4

  Average common shares outstanding:
     Basic                               41.7              40.6
     Diluted                             44.3              42.2

  Earnings per share of common stock:
     Basic                              $0.15             $0.11

     Diluted                            $0.14             $0.10

  (a) Includes restructuring and restructuring related charges of
      $2 million pre-tax, $2 million after-tax or $0.04 per share.
      The entire charge is recorded in cost of sales.  Geographically
      all of the charge is recorded in Europe.
  (b) Includes a $1 million or $0.02 per share tax benefit related to the
      resolution of outstanding  tax issues.
  (c) 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 Europe.
  (d) Includes a pre-tax reduction of $2 million, $1 million after-tax or
      $0.02 per share related to debt issuance costs that were deferred on
      the senior debt we paid down with the proceeds of the $350 million
      bond offering.
  (e) Includes a $3 million or $0.09 per share tax benefit related to the
      resolution of outstanding tax issues.

                                                              ATTACHMENT 1

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

                                        2004               2003
  Net sales and operating revenues:    $3,146 (a)         $2,833

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)         2,502 (b)          2,249 (e)
     Engineering, Research and
      Development                          56                 50
     Selling, General and
      Administrative                      302 (a)(b)(c)      276
     Depreciation and Amortization of
      Other Intangibles                   131                120
            Total Costs and Expenses    2,991              2,695

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

  Income (Loss) before Interest
   Expense,
   Income Taxes, and Minority Interest
     North America                        111 (a)(b)(c)      109 (e)
     Europe                                17 (b)(c)           7 (e)
     Other                                 25 (c)             20
                                          153                136
  Less:
     Interest expense (net of
       interest capitalized)              104                103 (f)
     Income tax expense (benefit)          11 (d)             (1)(g)
     Minority interest                      4                  5

  Net income                              $34                $29

  Average common shares outstanding:
     Basic                               41.3               40.3
     Diluted                             44.0               41.5

  Earnings per share of common stock:
     Basic                              $0.84              $0.72

     Diluted                            $0.78              $0.70

  (a) Includes changeover costs for a new aftermarket customer acquired in
      the first quarter of $8 million pre-tax, $5 million after-tax or
      $0.13 per share.  Of the adjustment $6 million is recorded in Sales
      and $2 million is recorded in SG&A.  Geographically the entire amount
      is recorded in North America.
  (b) Includes restructuring and restructuring related charges of
      $12 million pre-tax, $8 million after tax or $0.18 per share.
      Of the adjustment $2 million is recorded in SG&A and the remaining
      $10 million is in cost of sales.  Geographically, $3 million is
      recorded in North America and $9 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 $6 million or $0.14 per share tax benefit related to the
      resolution of outstanding tax issues.
  (e) Includes restructuring and restructuring related charges of
      $7 million pre-tax, $4 million after-tax or $0.11 per share.
      The entire charge is recorded in cost of sales.  Geographically,
      $3 million is recorded in North America and $4 million in Europe.
  (f) Includes a pre-tax expense of $3 million, $2 million after-tax or
      $0.05 per share related to debt issuance costs that were deferred
      on the senior debt we paid down with the proceeds of the
      $350 million bond offering.
  (g) Includes a $14 million or $0.36 per share tax benefit related to the
      resolution of several tax issues.

                                                              ATTACHMENT 1

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

                                    September 30, 2004    December 31, 2003
   Assets

      Cash and Cash Equivalents            $203                 $145

      Receivables, Net                      511 (a)              442 (a)

      Inventories                           363                  343

      Other Current Assets                  198                  175

      Investments and Other Assets          693                  579

      Plant, Property, and Equipment,
       Net                                1,070                1,111

      Total Assets                       $3,038               $2,795

  Liabilities and Shareholders' Equity

      Short-Term Debt                       $20                  $20

      Accounts Payable                      667                  621

      Accrued Taxes                          22                   19

      Accrued Interest                       42                   42

      Other Current Liabilities             237                  191

      Long-Term Debt                      1,403 (b)            1,410 (b)

      Deferred Income Taxes                 171                  119

      Deferred Credits and Other
       Liabilities                          351                  292

      Minority Interest                      24                   23

      Total Shareholders' Equity            101                   58

      Total Liabilities and
       Shareholders' Equity              $3,038               $2,795

  (a) Accounts Receivables net of:  September 30, 2004   December 31, 2003

      Accounts Receivable
       securitization programs             $148                 $123
      Receivables collected under
       advance payment programs            $122                  $99

  (b) Long term debt composed of:   September 30, 2004  December 31, 2003

      Term loan B (Due 2010)               $397                 $400
      10.25% senior notes (Due 2013)        490                  491
      11.625% subordinated notes
       (Due 2009)                           500                  500
      Other long term debt                   16                   19

                                         $1,403               $1,410

                                                              ATTACHMENT 1

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

                                                    Nine Months Ended
                                                      September 30,
                                                  2004             2003

     Operating activities:
       Net income                                   $34              $29
       Adjustments to reconcile income
        to net cash provided by
        operating activities -
         Depreciation and amortization              131              120
         Deferred income taxes                      (12)             (17)
         (Gain)/loss on sale of assets,
          net                                         -                1
         Changes in components of
          working capital -
           (Inc.)/dec. in receivables               (66)             (46)
           (Inc.)/dec. in inventories               (22)              43
           (Inc.)/dec. in prepayments
            and other current assets                (21)               3
           Inc./(dec.) in payables                   55               31
           Inc./(dec.) in taxes accrued               5              (25)
           Inc./(dec.) in interest
            accrued                                   -               19
           Inc./(dec.) in other current
            liabilities                              21              (15)
         Other                                       10               19
     Net cash provided by operating
      activities                                    135              162

     Investing activities:
       Net proceeds from sale of assets              12                4
       Expenditures for plant, property
        & equipment                                 (87)             (83)
       Investments and other                          -               (5)
     Net cash used by investing
      activities                                    (75)             (84)

     Financing activities:
       Issuance of common shares                      6                -
       Proceeds from capital
        contributions                                 -                1
       Purchase of common stock                       -                -
       Issuance of long-term debt                     -              350
       Debt issuance costs on long-term
        debt                                          -              (13)
       Retirement of long-term debt                  (6)            (277)
       Net inc./(dec.) in short-term
        debt excluding current
        maturities on long-term debt                  1             (119)
       Other                                          1               (1)
     Net cash provided (used) by
      financing activities                            2              (59)

     Effect of foreign exchange rate
      changes on cash and
       cash equivalents                              (4)             (10)

     Inc./(dec.) in cash and cash
      equivalents                                    58                9
     Cash and cash equivalents,
      January 1                                     145               54
     Cash and cash equivalents,
      September 30                                 $203              $63

     Cash paid during the period for
      interest                                     $106              $79
     Cash paid during the period for
      income taxes                                  $15              $41

                                                              ATTACHMENT 2

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

                                                     Q3 2004
                                         North            Rest of
                                        America  Europe    World    Total
  Net income                               $-       $-       $-         $6

  Minority interest                         -        -        -          1

  Income tax expense (benefit)              -        -        -          2

  Interest expense (net of interest
   capitalized)                             -        -        -         35

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            31        6        7       44

  Depreciation and amortization of
   other intangibles                         22       16        4       42

  Total EBITDA(b)                           $53      $22      $11      $86

                                                     Q3 2003
                                         North            Rest of
                                        America  Europe    World    Total
  Net income                               $-       $-       $-         $4

  Minority interest                         -        -        -          2

  Income tax expense (benefit)              -        -        -         (2)

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

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            32       (3)       9       38

  Depreciation and amortization              22       15        3       40

  Total EBITDA                              $54      $12      $12      $78

  (a) Generally Accepted Accounting Principles

  (b) 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(a) TO NON-GAAP EARNINGS MEASURES(b)
                                  Unaudited

                          Q3 2004                        Q3 2003
                                Net     Per                    Net     Per
               EBITDA(c) EBIT Income   Share  EBITDA(c) EBIT  Income  Share
  Earnings
   Measures       $86    $44     $6    $0.14     $78    $38     $4    $0.10
  Adjustments
  (reflects
   non-GAAP
   measures):
    Restructuring
     and
     restructuring
     related
     expenses       2      2      2     0.04      1       1      1     0.02
    Tax adjustments -      -     (1)   (0.02)     -       -     (3)   (0.09)
    Debt issuance
     cost write
     off            -      -      -        -      -       -     (1)   (0.02)
  Non-GAAP
   earnings
   measures       $88    $46     $7    $0.16    $79     $39     $1    $0.01

                                                         Q3 2004
                                                North         Rest of
                                               America Europe  World   Total
  EBIT                                           $31     $6     $7      $44
   Restructuring and restructuring related
    expenses                                       -      2      -        2
   New Aftermarket customer changeover costs       -      -      -        -
   Consulting fees indexed to stock price          -      -      -        -
  Adjusted EBIT                                  $31     $8     $7      $46

                                                         Q3 2003
                                                North        Rest of
                                               America Europe World   Total
  EBIT                                           $32    $(3)    $9      $38
   Restructuring and restructuring related
    expenses                                       -      1      -        1
  Adjusted EBIT                                  $32    $(2)    $9      $39

  (a) Generally Accepted Accounting Principles

  (b) Tenneco Automotive presents the above reconciliation of GAAP to
      non-GAAP earnings measures in order to reflect the results for the
      third 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.

  (c) 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(a) NET INCOME TO EBITDA
                                  Unaudited

                                                     YTD 2004
                                         North            Rest of
                                        America  Europe    World    Total
  Net income                               $-       $-       $-        $34

  Minority interest                         -        -        -          4

  Income tax expense (benefit)              -        -        -         11

  Interest expense (net of interest
   capitalized)                             -        -        -        104

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           111       17       25      153

  Depreciation and amortization of
   other intangibles                         71       49       11      131

  Total EBITDA(b)                          $182      $66      $36     $284

                                                     YTD 2003
                                         North            Rest of
                                        America  Europe    World    Total
  Net income                               $-       $-       $-        $29

  Minority interest                         -        -        -          5

  Income tax expense (benefit)              -        -        -         (1)

  Interest expense (net of interest
   capitalized)                             -        -        -        103

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           109        7       20      136

  Depreciation and amortization              68       43        9      120

  Total EBITDA                             $177      $50      $29     $256

  (a) Generally Accepted Accounting Principles

  (b) 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(a) TO NON-GAAP EARNINGS MEASURES(b)
                                 Unaudited

                         YTD 2004                       YTD 2003
                                Net     Per                   Net      Per
              EBITDA(c) EBIT   Income  Share  EBITDA(c) EBIT Income   Share
  Earnings
   Measures     $284    $153    $34    $0.78    $256   $136    $29    $0.70

  Adjustments
  (reflects
   non-GAAP
   measures):
    Restructuring
     and
     restructuring
     related
     expenses     12      12      8     0.18       7      7      4     0.11
    New Aftermarket
     customer
     changeover
     costs         8       8      5     0.13       -      -      -        -
    Consulting
     fees
     indexed
     to stock
     price         4       4      3     0.06       -      -      -        -
    Tax
     adjustments   -       -     (6)   (0.14)      -      -    (14)   (0.36)
    Debt
     issuance
     cost
     write
     off           -       -      -        -       -      -      2     0.05
  Non-GAAP
   earnings
   measures     $308    $177    $44    $1.01    $263   $143    $21    $0.50

                                                     YTD 2004
                                               North         Rest of
                                              America  Europe World    Total
  EBIT                                          $111    $17    $25     $153
   Restructuring and restructuring related
    expenses                                       3      9      -       12
   New Aftermarket customer changeover costs       8      -      -        8
   Consulting fees indexed to stock price          2      1      1        4
  Adjusted EBIT                                 $124    $27    $26     $177

                                                     YTD 2003
                                               North         Rest of
                                              America  Europe World    Total
  EBIT                                          $109     $7    $20     $136
   Restructuring and restructuring related
    expenses                                       3      4      -        7
  Adjusted EBIT                                 $112    $11    $20     $143

  (a) Generally Accepted Accounting Principles

  (b) Tenneco Automotive presents the above reconciliation of GAAP to
      non-GAAP earnings measures in order to reflect the results for the
      third 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.

  (c) 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 REVENUE TO NON-GAAP REVENUE MEASURE
                                 Unaudited

                                                    Q3 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                  $83     $-        $83      $-       $83
     Exhaust                        44      -         44       -        44
     Total North America
      Aftermarket                  127      -        127       -       127

  North America Original Equipment
     Ride Control                  108      -        108       -       108
     Exhaust                       230      1        229      71       158
     Total North America Original
      Equipment                    338      1        337      71       266

  Total North America              465      1        464      71       393

  Europe Aftermarket
     Ride Control                   44      3         41       -        41
     Exhaust                        50      4         46       -        46
     Total Europe Aftermarket       94      7         87       -        87

  Europe Original Equipment
     Ride Control                   81      7         74       -        74
     Exhaust                       224     14        210      74       136
     Total Europe Original
      Equipment                    305     21        284      74       210

  Total Europe                     399     28        371      74       297

  Asia                              42      -         42      12        30

  South America                     42      -         42       4        38

  Australia                         50      4         46       4        42

  Total Rest of World              134      4        130      20       110

  Total Tenneco Automotive        $998    $33       $965    $165      $800

                                                     Q3 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                  $78     $-        $78      $-       $78
     Exhaust                        45      -         45       -        45
     Total North America
      Aftermarket                  123      -        123       -       123

  North America Original Equipment
     Ride Control                  102      -        102       -       102
     Exhaust                       227      -        227      67       160
     Total North America Original
      Equipment                    329      -        329      67       262

  Total North America              452      -        452      67       385

  Europe Aftermarket
     Ride Control                   45      -         45       -        45
     Exhaust                        47      -         47       -        47
     Total Europe Aftermarket       92      -         92       -        92

  Europe Original Equipment
     Ride Control                   65      -         65       -        65
     Exhaust                       187      -        187      56       131
     Total Europe Original
      Equipment                    252      -        252      56       196

  Total Europe                     344      -        344      56       288

  Asia                              42      -         42      15        27

  South America                     31      -         31       4        27

  Australia                         45      -         45       4        41

  Total Rest of World              118      -        118      23        95

  Total Tenneco Automotive        $914     $-       $914    $146      $768

   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

                                  Nine Months Ended September 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                 $268     $-       $268      $-      $268
     Exhaust                       125      -        125       -       125
     Total North America
      Aftermarket                  393      -        393       -       393

  North America Original Equipment
     Ride Control                  346      -        346       -       346
     Exhaust                       752      7        745     243       502
     Total North America Original
      Equipment                  1,098      7      1,091     243       848

  Total North America            1,491      7      1,484     243     1,241

  Europe Aftermarket
     Ride Control                  133      9        124       -       124
     Exhaust                       144     12        132       -       132
     Total Europe Aftermarket      277     21        256       -       256

  Europe Original Equipment
     Ride Control                  257     21        236       -       236
     Exhaust                       719     49        670     232       438
     Total Europe Original
      Equipment                    976     70        906     232       674

  Total Europe                   1,253     91      1,162     232       930

  Asia                             139      1        138      45        93

  South America                    113      3        110      11        99

  Australia                        150     20        130      12       118

  Total Rest of World              402     24        378      68       310

  Total Tenneco Automotive      $3,146   $122     $3,024    $543    $2,481

                                  Nine Months Ended September 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                 $240     $-       $240       $-      $240
     Exhaust                       127      -        127        -       127
     Total North America
      Aftermarket                  367      -        367        -       367

  North America Original Equipment
     Ride Control                  336      -        336        -       336
     Exhaust                       731      -        731      229       502
     Total North America Original
      Equipment                  1,067      -      1,067      229       838

  Total North America            1,434      -      1,434      229     1,205

  Europe Aftermarket
     Ride Control                  133      -        133        -       133
     Exhaust                       137      -        137        -       137
     Total Europe Aftermarket      270      -        270        -       270

  Europe Original Equipment
     Ride Control                  186      -        186        -       186
     Exhaust                       621      -        621      203       418
     Total Europe Original
      Equipment                    807      -        807      203       604

  Total Europe                   1,077      -      1,077      203       874

  Asia                             118      -        118       42        76

  South America                     86      -         86        9        77

  Australia                        118      -        118       11       107

  Total Rest of World              322      -        322       62       260

  Total Tenneco Automotive      $2,833     $-     $2,833     $494    $2,339

   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.