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Tenneco Automotive Delivers Record Fourth Quarter and Full Year Revenues

Company Reports Quarterly Loss Due to Restructuring and Refinancing Costs

-- Record fourth quarter revenue of $1.1 billion, up 15%

-- Fourth quarter EBIT $18 million; adjusted EBIT $46 million, up 12%

-- Record full year revenue of $4.2 billion, up 12%

-- Record low year-end debt net of cash balances of $1.206 billion

-- Awarded $1.2 billion in future annualized new business in 2004

LAKE FOREST, Ill., Jan. 25 -- Tenneco Automotive reported a fourth quarter loss of $21 million, or 49-cents per diluted share, versus a net loss of $2 million, or 4-cents per diluted share, in fourth quarter 2003. Adjusted for the items below, fourth quarter net income increased to $8 million, or 17-cents per diluted share, compared with net income of $2 million, or 6-cents per diluted share a year ago.

EBIT (earnings before interest, taxes and minority interest) was $18 million, compared with $40 million in fourth quarter 2003. EBITDA (EBIT before depreciation and amortization) was $64 million versus $83 million a year ago. With fourth quarter adjustments, the company delivered its 12th consecutive quarter of EBIT and EBITDA improvement with adjusted EBIT of $46 million and EBITDA of $92 million, up 12% and 10% respectively. See the tables in attachment 2 to the press release, which reconcile GAAP results to non-GAAP results.

  Adjusted fourth quarter 2004 and 2003 results:

                                  Q4 2004                   Q4 2003
                                      Net    Per                Net    Per
                         EBITDA EBIT Income Share  EBITDA EBIT Income Share
   Earnings Measures      $64   $18  $(21) $(0.49)  $83   $40   $(2) $(0.04)

   Adjustments (reflects
    non-GAAP measures):
     Restructuring and
      restructuring
      related expenses     28    28    17    0.40     1     1     1    0.02
     Tax adjustments      -     -     (15)  (0.34)  -     -      (3)  (0.05)
     Cost related to
      refinancing         -     -      27    0.60   -     -       6    0.13
   Non-GAAP earnings
    measures              $92   $46    $8   $0.17   $84   $41    $2   $0.06

  Fourth quarter 2004 adjustments:
   -- Restructuring and related expenses of $28 million pre-tax, or 40-cents
      per diluted share, primarily to implement a reduction in force
      announced in the quarter to save $20 million annually;
   -- Tax benefits of $15 million, or 34-cents per diluted share, primarily
      to recognize benefits related to previous tax losses in foreign
      operations;
   -- Expenses of $42 million pre-tax, or 60-cents per diluted share, for
      refinancing the company's 11.625% subordinated debt to 8.625%,
      expected to save $15 million annually in interest expense.

  Fourth quarter 2003 adjustments:
   -- Restructuring expenses of $1 million pre-tax, or 2-cents per diluted
      share;
   -- A benefit of $3 million, or 5-cents per diluted share, related to a
      foreign tax adjustment;
   -- Expenses of $9 million pre-tax, or 13-cents per diluted share,
      associated with refinancing the company's senior debt.

Tenneco Automotive's strong cash performance in the quarter resulted in cash balances of $214 million at quarter-end, up from $203 million at the end of third quarter 2004, and record low net debt of $1.206 billion compared with $1.285 at year-end 2003. Total debt was $1.420 billion at year-end 2004 versus $1.430 billion a year ago.

"Our ability to generate cash and improve earnings delivered another excellent quarter with strong financial results despite facing industry-wide challenges including escalating steel costs," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "We are working aggressively to offset the impact of higher steel costs with price recovery from our customers, and by continuing to lower our costs and improve manufacturing efficiency through Lean and Six Sigma programs."

Tenneco Automotive again posted quarterly record revenue of $1.1 billion, up 15 percent over fourth quarter 2003 revenue of $933 million. Favorable currency exchange rates impacted revenue by $52 million. The company continues to benefit from having products on better-selling vehicles in North America and Europe and from stronger North American aftermarket sales.

The company's gross margin in the quarter was 18.5% compared with 20.2% a year ago. Gross margin was negatively impacted by 1.0 percentage point due to restructuring costs in the quarter and 1.4 percentage points due to the impact of $15 million in higher steel costs. These costs offset strong volumes, aftermarket price increases and the benefits from cost reduction activities.

Fourth quarter SGA&E expense was 12.6% of sales, or 10.9% excluding the impact of restructuring costs, versus 11.3% a year ago. Restructuring activities in the quarter delivered $4 million in savings and Six Sigma quality programs generated $7 million.

The company outperformed its bank debt covenants in the quarter. At December 31, the leverage ratio was 3.60, below the maximum limit of 4.75; the fixed charge ratio was 1.78, exceeding the required ratio of 1.10; and the interest coverage ratio was 2.67, exceeding the minimum coverage ratio of 2.00.

  NORTH AMERICA
   -- North American original equipment revenue increased to $358 million
      versus $347 million in 2003.  Catalytic converter pass-through sales
      were flat year-over-year at $77 million.  Revenues outpaced industry
      production due to the company's position on top-selling platforms and
      stronger year-over-year heavy duty volumes.
   -- North American aftermarket revenue was $110 million, up from
      $99 million in fourth quarter 2003 due to higher aftermarket ride
      control sales to new and existing customers.
   -- EBIT for North American operations was $19 million, compared with
      $22 million a year ago.  Adjusting for $8 million in restructuring
      costs, fourth quarter 2004 EBIT was $27 million.  Higher material
      costs of $11 million in the OE ride control and the aftermarket
      businesses offset increased profit from OE and aftermarket revenues.

  EUROPE AND SOUTH AMERICA
   -- European original equipment revenue was $385 million, including
      $89 million in catalytic converter pass-through sales and $39 million
      in favorable currency, versus $290 million a year ago with $60 million
      in pass-through sales.  Higher OE emission control volumes drove the
      increase, outpacing a 2% decline in industry production.
   -- European aftermarket revenue was $82 million, including $7 million in
      favorable currency, versus $76 million a year ago.  Improving emission
      control sales from market share gains were more than offset by lower
      ride control sales.
   -- South American operations generated $44 million in revenue, up from
      $33 million a year ago, due to higher OE volumes in Brazil and
      Argentina.  As previously announced the company changed its management
      structure and operating segments in the fourth quarter.  Year-over-
      year result comparisons have been adjusted to report South American
      EBIT with the company's European results.
   -- EBIT for European and South American operations was a loss of
      $5 million versus income of $10 million in fourth quarter 2003.
      Adjusted for $17 million in restructuring costs, Europe and South
      America EBIT was $12 million in the quarter versus $10 million in
      fourth quarter 2003.  EBIT improved due to strong OE volumes and
      manufacturing efficiencies despite higher material costs of $4
      million.

  ASIA PACIFIC

Fourth quarter 2004 results have been adjusted to reflect the change in operating segments, which created the Asia Pacific strategic business unit with the company's Asian and Australian operations. Previously, the company reported combined EBIT for Asia, Australia and South America.

   -- Revenue from Asian operations was $37 million, versus $43 million in
      fourth quarter 2003.  The decrease was primarily the result of slowing
      OE sales in China.
   -- Australian revenue was $55 million including $3 million in favorable
      currency compared with $45 million a year ago.  Strong OE volumes
      drove the increase.
   -- EBIT for the company's Asia Pacific operations was $4 million versus
      $8 million in fourth quarter 2003.  Excluding restructuring costs of
      $3 million, fourth quarter 2004 EBIT was $7 million.  The decline was
      largely the result of lower OE volumes in China.

                        FULL-YEAR 2004 PERFORMANCE

In 2004, Tenneco Automotive generated its highest ever annual revenue of $4.2 billion, driven by its strong position on top-selling platforms worldwide and strengthening aftermarket sales in some sectors. The company reported full-year net income of $13 million, or 31-cents per diluted share, versus $27 million, or 65-cents per diluted share, in 2003. EBIT was $171 million, versus $176 million a year ago and EBITDA was $348 million compared with $339 million for full year 2003.

Adjusted for the items below, full year net income was $52 million, or $1.18 per diluted share, compared with $23 million, or 55-cents per diluted share, in 2003. Adjusted EBIT increased 21% to $223 million and adjusted EBITDA was up 15% to $400 million.

  Adjusted full year 2004 and 2003 results:

                               Full Year 2004           Full Year 2003
                                       Net    Per               Net    Per
                          EBITDA EBIT Income Share EBITDA EBIT Income Share
  Earnings Measures        $348  $171   $13  $0.31  $339  $176   $27  $0.65

  Adjustments (reflects
   non-GAAP measures):
   Restructuring and
    restructuring related
    expenses                 40    40    25   0.56     8     8     5   0.13
   New Aftermarket
    customer changeover
    costs                     8     8     5   0.12   -     -     -      -
   Consulting fees indexed
    to stock price            4     4     3   0.06   -     -     -      -
   Tax adjustments          -     -     (21) (0.47)  -     -     (17) (0.41)
   Cost related to
    refinancing             -     -      27   0.60   -     -       8   0.18
  Non-GAAP earnings
   measures                $400  $223   $52  $1.18  $347  $184   $23  $0.55

  Full-year 2004 adjustments:
   -- Restructuring and related expenses of $40 million pre-tax, or 56-cents
      per share, to improve manufacturing efficiency and reduce costs;
   -- Expenses of $8 million, or 12-cents per diluted share, associated with
      changeover costs for a new aftermarket customer;
   -- Expenses of $4 million pre-tax, or 6-cents per diluted share, for
      consulting fees indexed to the stock price based on a 1999 agreement
      for implementing EVA(R);
   -- Tax benefits of $21 million or 47-cents per diluted share;
   -- Expenses of $42 million pre-tax, or 60-cents per diluted share, for
      refinancing the company's subordinated debt.

  Full-year 2003 adjustments:
   -- Restructuring and related expenses of $8 million pre-tax, or 13-cents
      per diluted share;
   -- Tax benefits of $17 million, or 41-cents per diluted share;
   -- Expenses of $12 million, or 18-cents per diluted share, for debt
      refinancing.

The company reported SGA&E for the year of 11.7% of sales, or 11.0% excluding the impact of restructuring costs, aftermarket customer changeover costs and the consulting fees indexed to the stock price, compared with 11.4% in 2003. Gross margin for the year was 20% versus 20.5% a year ago. The decline was driven by higher material costs (0.6 percentage points negative impact), restructuring expenses (0.2 percentage points) and a lower percentage of sales generated by higher margin aftermarket business (0.2 percentage points). The company's Six Sigma programs generated $26 million in savings in 2004 and restructuring actions resulted in savings of $13 million.

The company continued to win new business in 2004 with $1.2 billion in annualized new OE contracts for platforms launching between 2004 and 2007.

2005 OUTLOOK

In 2005, Tenneco Automotive plans to continue to aggressively manage costs, adjust its businesses to the market and grow revenues by expanding in new markets and winning new business with its advanced technology offerings. The company's goals include maintaining SGA&E expense at less than 11 percent of sales; achieving a ratio of net debt to EBITDA of 2.8x; and generating at least $300 million in new business annually.

Tenneco Automotive expects that vehicle mix will continue to be a key revenue driver in 2005 and the company will benefit from its strong position on better-selling platforms helping to counter industry production volatility in North America and Europe.

The company anticipates that its original equipment book of business in 2005 and 2006 will be approximately $3.5 billion and $3.6 billion, or about $270 million and $420 million higher, respectively, than the 2004 book of business. Before catalytic converter pass-through sales, the book of business is expected to be about $2.7 billion and $2.8 billion in 2005 and 2006, or about $210 million higher in 2005 and $280 million higher in 2006. These revenue estimates are based on original equipment manufacturers' programs that have been formally awarded to the company as well as programs where the company is highly confident that it will be awarded business based on informal customer indications, Tenneco Automotive's status as a supplier on the existing program, and the relationship with the customer. The book of business is also based on anticipated vehicle production levels, as well as the company's pricing and currency assumptions.

Tenneco Automotive is actively addressing higher steel costs, expected to continue through 2005. The company anticipates that steel costs increases, net of other expected material cost savings and recovery from customers, will be between $30 million and $50 million for 2005. The company is intensely focused on mitigating the impact of higher costs by implementing a restructuring initiative announced in the fourth quarter, which is expected to generate $20 million in annual savings; improving manufacturing efficiency with Lean; generating at least $20 million in Six Sigma savings; and capitalizing on the projected $270 million increase in the 2005 OE book of business. Lower interest expense as a result of the company's debt refinancing in the fourth quarter will also help offset the impact.

Attachment 1 to this press release provides additional information on Tenneco Automotive's fourth quarter and full year 2004 results.

  Statements of Income (Loss) - 3 Months
  Statements of Income (Loss) - 12 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 - 12 months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 12 months
  Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 months
  Reconciliation of GAAP Revenue to Non-GAAP Revenue Measure - 12 months

  CONFERENCE CALL

The company will host a conference call on January 25, 2005 at 10:30 a.m. EST. The dial-in number is 866-556-1093 domestic or 1 630-395-0047 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 recording of the call will be available one hour following completion of the call on January 25, 2005 through February 1, 2005. To access this recording, dial 866-475-1455 domestic or 203-369-1503 international. The purpose of the call is to discuss the company's results of operations for the last fiscal quarter, as well as other matters that may impact the company's outlook. A copy of the press release is available on the financial and news sections of the Tenneco Automotive web site.

2005 ANNUAL MEETING

The Tenneco Automotive board of directors has scheduled the corporation's annual meeting of shareholders for Tuesday, May 10, 2005 at 10:00 a.m. CDT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The record date for shareholders to vote at the meeting is March 15, 2005.

Tenneco Automotive is a $4.2 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 18,800 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 (LOSS)
                                  Unaudited
                       THREE MONTHS ENDED DECEMBER 31,
                (Millions except share and per share amounts)

                                         2004              2003
  Net sales and operating revenues:     $1,071              $933

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)            873 (a)           745 (d)
     Engineering, Research and
      Development                           20                17
     Selling, General and
      Administrative                       115 (a)            88
     Depreciation and Amortization of
      Other Intangibles                     46                43
            Total Costs and Expenses     1,054               893

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

  Income (Loss) before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          19 (a)            22 (d)
     Europe and South America               (5)(a)            10
     Asia Pacific                            4 (a)             8
                                            18                40
  Less:
     Interest expense (net of
      interest capitalized)                 75 (b)            46 (e)
     Income tax benefit                    (36)(c)            (5)(f)
     Minority interest                     -                   1

  Net income (Loss)                       $(21)              $(2)

  Average common shares outstanding:
     Basic                                42.2              40.7
     Diluted                              44.7              42.4

  Earnings (loss) per share of
   common stock:
     Basic                              $(0.49)           $(0.04)

     Diluted                            $(0.49)           $(0.04)

  (a)  Includes restructuring and restructuring related charges of $28
       million pre-tax, $17 million after-tax or $0.40 per share.  Of the
       adjustment $18 million is recorded in SG&A and the remaining $10
       million is in cost of sales.  Geographically, $8 million is recorded
       in North America, $17 million in Europe and South America and $3
       million in Asia Pacific.
  (b)  Includes a pre-tax expense of $42 million, $27 million after-tax
       or $0.60 per share related to the call premium fee, interest expense
       and the write off of debt issuance costs that related to the $500
       million bond refinancing in November of 2004.
  (c)  Includes a $15 million or $0.34 per share tax benefit primarily to
       recognize benefits related to previous tax losses in foreign
       operations.
  (d)  Includes restructuring related charges of $1 million pre-tax,
       $1 million after-tax or $0.02 per share.  The entire charge is
       recorded in cost of sales.  Geographically all of the charge is
       recorded in North America.
  (e)  Includes a pre-tax reduction of $9 million, $6 million after-tax or
       $0.13 per share related to debt issuance costs that were deferred on
       the senior debt we refinanced in December 2003.
  (f)  Includes a $3 million or $0.05 per share tax benefit related to the
       resolution of outstanding tax issues.

                                                                ATTACHMENT 1
            TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                             STATEMENTS OF INCOME
                                  Unaudited
                       TWELVE MONTHS ENDED DECEMBER 31,
                (Millions except share and per share amounts)

                                        2004               2003
  Net sales and operating revenues:    $4,213 (a)         $3,766

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)         3,371 (b)          2,994 (f)
     Engineering, Research and
      Development                          76                 67
     Selling, General and
      Administrative                      417 (a)(b)(c)      364
     Depreciation and Amortization of
      Other Intangibles                   177                163
            Total Costs and Expenses    4,041              3,588

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

  Income (Loss) before Interest
   Expense,
   Income Taxes, and Minority Interest
     North America                        130 (a)(b)(c)      131 (f)
     Europe and South America              22 (b)(c)          23 (f)
     Asia Pacific                          19 (b)(c)          22
                                          171                176
  Less:
     Interest expense (net of
      interest capitalized)               179 (d)            149 (g)
     Income tax benefit                   (25)(e)             (6)(h)
     Minority interest                      4                  6

  Net income                              $13                $27

  Average common shares outstanding:
     Basic                               41.5               40.4
     Diluted                             44.2               41.8

  Earnings per share of common stock:
     Basic                              $0.33              $0.67
     Diluted                            $0.31              $0.65

  (a)  Includes changeover costs for a new aftermarket customer acquired in
       the first quarter of $8 million pre-tax, $5 million after-tax or
       $0.12 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 $40
       million pre-tax, $25 million after tax or $0.56 per share.  Of the
       adjustment $20 million is recorded in SG&A and the remaining
       $20 million is in cost of sales.  Geographically, $11 million is
       recorded in North America, $26 million in Europe and South America
       and $3 million in Asia Pacific.
  (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 South America and
       $1 million in Asia Pacific.
  (d)  Includes a pre-tax expense of $42 million, $27 million after-tax or
       $0.60 per share related to the call premium fee, interest expense and
       the write off of debt issuance costs that related to the $500 million
       bond refinancing in November of 2004.
  (e)  Includes a $21 million or $0.47 per share tax benefit related to the
       resolution of outstanding tax issues and to recognize benefits
       related to previous tax losses in foreign operations.
  (f)  Includes restructuring and restructuring related charges of
       $8 million pre-tax, $5 million after-tax or $0.13 per share.  The
       entire charge is recorded in cost of sales.  Geographically,
       $4 million is recorded in North America and $4 million in Europe and
       South America.
  (g)  Includes a pre-tax expense of $12 million, $8 million after-tax or
       $0.18 per share related to debt issuance costs that were deferred on
       the senior debt we paid down with the proceeds of the 2003 debt
       refinancings.
  (h)  Includes a $17 million or $0.41 per share tax benefit related to the
       resolution of several tax issues.

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

                                  December 31, 2004     December 31, 2003

   Assets

      Cash and Cash Equivalents             $214                  $145

      Receivables, Net                       486 (a)               442 (a)

      Inventories                            382                   343

      Other Current Assets                   198                   175

      Investments and Other Assets           677                   629

      Plant, Property, and Equipment, Net  1,134                 1,111

      Total Assets                        $3,091                $2,845

  Liabilities and Shareholders' Equity

      Short-Term Debt                        $19                   $20

      Accounts Payable                       696                   621

      Accrued Taxes                           21                    19

      Accrued Interest                        35                    42

      Other Current Liabilities              272                   191

      Long-Term Debt                       1,401 (b)             1,410 (b)

      Deferred Income Taxes                  123                   123

      Deferred Credits and Other
       Liabilities                           382                   338

      Minority Interest                       24                    23

      Total Shareholders' Equity             118                    58

      Total Liabilities and
       Shareholders' Equity               $3,091                $2,845

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

        Accounts Receivable
         securitization programs            $124                  $123
        Receivables collected under
         advance payment programs           $132                   $99

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

        Term loan B (Due 2010)              $392                  $396
        10.25% senior notes (Due 2013)       490                   491
        11.625% subordinated notes
         (Due 2009)                          -                     500
        8.625% subordinated notes
         (Due 2014)                          500                   -
        Other long term debt                  19                    23

                                          $1,401                $1,410

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

                                                   Twelve Months Ended
                                                       December 31,
                                                  2004              2003

  Operating activities:
    Net income                                     $13               $27
    Adjustments to reconcile income (loss)
     to net cash provided (used) by
     operating activities -
      Depreciation and amortization                177               163
      Deferred income taxes                        (41)              (29)
      (Gain)/loss on sale of assets, net             -                 2
      Changes in components of working capital -
        (Inc.)/dec. in receivables                  (7)               13
        (Inc.)/dec. in inventories                 (19)               55
        (Inc.)/dec. in prepayments
         and other current assets                   (4)               (1)
        Inc./(dec.) in payables                     53                52
        Inc./(dec.) in taxes accrued               (16)              (30)
        Inc./(dec.) in interest accrued             (7)               19
        Inc./(dec.) in other current liabilities    30               (30)
      Other                                         21                40
  Net cash provided by operating activities        200               281

  Investing activities:
    Net proceeds from sale of assets                15                 8
    Expenditures for plant, property & equipment  (130)             (130)
    Investments and other                           (1)               (5)
  Net cash used by investing activities           (116)             (127)

  Financing activities:
    Issuance of common shares                       10                 -
    Proceeds from capital contributions              -                 1
    Issuance of long-term debt                     500               891
    Debt issuance costs on long-term debt          (13)              (27)
    Retirement of long-term debt                  (508)             (791)
    Net inc./(dec.) in short-term debt
     excluding current maturities
     on long-term debt                              (1)             (121)
    Other                                            -                (2)
  Net cash used by financing activities            (12)              (49)

  Effect of foreign exchange rate
   changes on cash and cash equivalents             (3)              (14)

  Inc./(dec.) in cash and cash equivalents          69                91
  Cash and cash equivalents, January 1             145                54
  Cash and cash equivalents, December 31          $214              $145

  Cash paid during the period for interest        $185              $115
  Cash paid during the period for income taxes     $18               $46

  Non-cash Investing and Financing Activities
  Obligation for long-term capital lease            $-               $(3)
  Write-off of Unamortized Debt Issuance Cost      $(9)             $(12)

                                                                ATTACHMENT 2
                             TENNECO AUTOMOTIVE
               RECONCILIATION OF GAAP(a) NET INCOME TO EBITDA
                                  Unaudited

                                                     Q4 2004
                                         North   Europe    Asia
                                        America   & SA    Pacific   Total
  Net income                               $-       $-       $-       $(21)

  Minority interest                         -        -        -        -

  Income tax expense (benefit)              -        -        -        (36)

  Interest expense (net of interest
   capitalized)                             -        -        -         75

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            19       (5)       4       18

  Depreciation and amortization of
   other intangibles                         23       20        3       46

  Total EBITDA(b)                           $42      $15       $7      $64

                                                     Q4 2003
                                         North   Europe    Asia
                                        America   & SA    Pacific   Total
  Net income                               $-       $-       $-        $(2)

  Minority interest                         -        -        -          1

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

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

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            22       10        8       40

  Depreciation and amortization              23       17        3       43

  Total EBITDA                              $45      $27      $11      $83

  (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

                                  Q4 2004                   Q4 2003
                         EBITDA       Net    Per   EBITDA       Net    Per
                          (c)   EBIT Income Share   (c)   EBIT Income Share
  Earnings Measures       $64   $18  $(21) $(0.49)  $83   $40   $(2) $(0.04)

  Adjustments (reflects
   non-GAAP measures):
   Restructuring and
    restructuring
    related expenses       28    28    17    0.40     1     1     1    0.02
   Tax adjustments        -     -     (15)  (0.34)  -     -      (3)  (0.05)
   Cost related to
    refinancing           -     -      27    0.60   -     -       6    0.13
  Non-GAAP earnings
   measures               $92   $46    $8   $0.17   $84   $41    $2   $0.06

                                                           Q4 2004
                                                  North  Europe Asia
                                                 America & SA  Pacific Total
  EBIT                                              $19   $(5)   $4     $18
   Restructuring and
    restructuring
    related expenses                                  8    17     3      28
  Adjusted EBIT                                     $27   $12    $7     $46

                                                           Q4 2003
                                                  North  Europe Asia
                                                 America & SA  Pacific Total
  EBIT                                              $22   $10    $8     $40
   Restructuring and
    restructuring
    related expenses                                  1   -     -         1
  Adjusted EBIT                                     $23   $10    $8     $41

  (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 fourth
      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   Europe    Asia
                                        America   & SA    Pacific   Total
  Net income                               $-       $-       $-        $13

  Minority interest                         -        -        -          4

  Income tax expense (benefit)              -        -        -        (25)

  Interest expense (net of interest
   capitalized)                             -        -        -        179

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           130       22       19      171

  Depreciation and amortization of
   other intangibles                         94       72       11      177

  Total EBITDA(b)                          $224      $94      $30     $348

                                                     YTD 2003
                                         North   Europe    Asia
                                        America   & SA    Pacific   Total
  Net income                               $-       $-       $-        $27

  Minority interest                         -        -        -          6

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

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

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           131       23       22      176

  Depreciation and amortization              91       62       10      163

  Total EBITDA                             $222      $85      $32     $339

  (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
                          EBITDA       Net    Per  EBITDA       Net    Per
                           (c)   EBIT Income Share  (c)   EBIT Income Share
  Earnings Measures        $348  $171   $13  $0.31  $339  $176   $27  $0.65

  Adjustments (reflects
   non-GAAP measures):
    Restructuring and
     restructuring related
     expenses                40    40    25   0.56     8     8     5   0.13
    New Aftermarket
     customer changeover
     costs                    8     8     5   0.12   -     -     -      -
    Consulting fees indexed
     to stock price           4     4     3   0.06   -     -     -      -
    Tax adjustments         -     -     (21) (0.47)  -     -     (17) (0.41)
    Cost related to
     refinancing            -     -      27   0.60   -     -       8   0.18
  Non-GAAP earnings
   measures                $400  $223   $52  $1.18  $347  $184   $23  $0.55

                                                           YTD 2004
                                                  North  Europe Asia
                                                 America & SA  Pacific Total
  EBIT                                              $130   $22   $19   $171
    Restructuring and
     restructuring related
     expenses                                         11    26     3     40
    New Aftermarket
     customer changeover
     costs                                             8   -     -        8
   Consulting fees indexed
    to stock price                                     2     1     1      4
  Adjusted EBIT                                     $151   $49   $23   $223

                                                           YTD 2003
                                                  North  Europe Asia
                                                 America & SA  Pacific Total
  EBIT                                              $131   $23   $22   $176
   Restructuring and
    restructuring related
    expenses                                           4     4   -        8
  Adjusted EBIT                                     $135   $27   $22   $184

  (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 twelve
      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.

  (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

                                                    Q4 2004
                                                                     Rev-
                                                                     enues
                                                             Pass-   Excl-
                                                             through uding
                                                       Rev-  Sales   Curr-
                                                       enues Excl-   ency
                                                       Excl- uding   and
                                               Curr-   uding Curr-   Pass-
                                         Rev-  ency    Curr- ency    through
                                         enues Impact  ency  Impact  Sales
  North America Aftermarket
     Ride Control                          $74  $-       $74  $-     $74
     Exhaust                                36   -        36   -      36
     Total North America Aftermarket       110   -       110   -     110

  North America Original Equipment
     Ride Control                          109   -       109   -     109
     Exhaust                               249     2     247    77   170
     Total North America Original
      Equipment                            358     2     356    77   279

  Total North America                      468     2     466    77   389

  Europe Aftermarket
     Ride Control                           36     3      33   -      33
     Exhaust                                46     4      42   -      42
     Total Europe Aftermarket               82     7      75   -      75

  Europe Original Equipment
     Ride Control                           99    12      87   -      87
     Exhaust                               286    27     259    89   170
     Total Europe Original Equipment       385    39     346    89   257

  South America                             44     1      43     4    39

  Total Europe & South America             511    47     464    93   371

  Asia                                      37   -        37     9    28

  Australia                                 55     3      52     4    48

  Total Asia Pacific                        92     3      89    13    76

  Total Tenneco Automotive              $1,071   $52  $1,019  $183  $836

                                                    Q4 2003
                                                                     Rev-
                                                                     enues
                                                             Pass-   Excl-
                                                             through uding
                                                       Rev-  Sales   Curr-
                                                       enues Excl-   ency
                                                       Excl- uding   and
                                               Curr-   uding Curr-   Pass-
                                         Rev-  ency    Curr- ency    through
                                         enues Impact  ency  Impact  Sales
  North America Aftermarket
     Ride Control                          $63  $-       $63  $-     $63
     Exhaust                                36   -        36   -      36
     Total North America Aftermarket        99   -        99   -      99

  North America Original Equipment
     Ride Control                          106   -       106   -     106
     Exhaust                               241   -       241    77   164
     Total North America Original
      Equipment                            347   -       347    77   270

  Total North America                      446   -       446    77   369

  Europe Aftermarket
     Ride Control                           37   -        37   -      37
     Exhaust                                39   -        39   -      39
     Total Europe Aftermarket               76   -        76   -      76

  Europe Original Equipment
     Ride Control                           79   -        79   -      79
     Exhaust                               211   -       211    60   151
     Total Europe Original Equipment       290   -       290    60   230

  South America                             33   -        33     3    30

  Total Europe & South America             399   -       399    63   336

  Asia                                      43   -        43    15    28

  Australia                                 45   -        45     4    41

  Total Asia Pacific                        88   -        88    19    69

  Total Tenneco Automotive                $933  $-      $933  $159  $774

     Tenneco Automotive presents the above reconciliation of revenues in
     order to reflect the trend in the company's sales, in various product
     lines and geographical regions, separately from the effects of doing
     business in currencies other than the U.S. dollar. Additionally, pass-
     through catalytic converter sales include precious metals pricing,
     which may be volatile.  While Tenneco Automotive's original equipment
     customers assume the risk of this volatility, it impacts reported
     revenue.  Excluding pass-through catalytic converter sales removes this
     impact.  Tenneco Automotive uses this information to analyze the trend
     in revenues before these factors.  Tenneco Automotive believes
     investors find this information useful in understanding period to
     period comparisons in the company's revenues.

                                                                ATTACHMENT 2
                            TENNECO AUTOMOTIVE
       RECONCILIATION OF GAAP REVENUES TO NON-GAAP REVENUE MEASURE
                                Unaudited

                                            Year ended December 31, 2004
                                                                     Rev-
                                                                     enues
                                                             Pass-   Excl-
                                                             through uding
                                                       Rev-  Sales   Curr-
                                                       enues Excl-   ency
                                                       Excl- uding   and
                                               Curr-   uding Curr-   Pass-
                                         Rev-  ency    Curr- ency    through
                                         enues Impact  ency  Impact  Sales

  North America Aftermarket
     Ride Control                          $342  $-      $342  $-      $342
     Exhaust                                161   -       161   -       161
     Total North America Aftermarket        503   -       503   -       503

  North America Original Equipment
     Ride Control                           455   -       455   -       455
     Exhaust                              1,001     9     992   320     672
     Total North America Original
      Equipment                           1,456     9   1,447   320   1,127

  Total North America                     1,959     9   1,950   320   1,630

  Europe Aftermarket
     Ride Control                           169    12     157   -       157
     Exhaust                                190    16     174   -       174
     Total Europe Aftermarket               359    28     331   -       331

  Europe Original Equipment
     Ride Control                           356    33     323   -       323
     Exhaust                              1,005    76     929   321     608
     Total Europe Original Equipment      1,361   109   1,252   321     931

  South America                             153     4     149    15     134

  Total Europe & South America            1,873   141   1,732   336   1,396

  Asia                                      176     1     175    54     121

  Australia                                 205    23     182    16     166

  Total Asia Pacific                        381    24     357    70     287

  Total Tenneco Automotive               $4,213  $174  $4,039  $726  $3,313

                                            Year ended December 31, 2003
                                                                     Rev-
                                                                     enues
                                                             Pass-   Excl-
                                                             through uding
                                                       Rev-  Sales   Curr-
                                                       enues Excl-   ency
                                                       Excl- uding   and
                                               Curr-   uding Curr-   Pass-
                                         Rev-  ency    Curr- ency    through
                                         enues Impact  ency  Impact  Sales
  North America Aftermarket
     Ride Control                          $303  $-      $303  $-      $303
     Exhaust                                163   -       163   -       163
     Total North America Aftermarket        466   -       466   -       466

  North America Original Equipment
     Ride Control                           442   -       442   -       442
     Exhaust                                972   -       972   306     666
     Total North America Original
      Equipment                           1,414   -     1,414   306   1,108

  Total North America                     1,880   -     1,880   306   1,574

  Europe Aftermarket
     Ride Control                           170   -       170   -       170
     Exhaust                                176   -       176   -       176
     Total Europe Aftermarket               346   -       346   -       346

  Europe Original Equipment
     Ride Control                           265   -       265   -       265
     Exhaust                                832   -       832   263     569
     Total Europe Original Equipment      1,097   -     1,097   263     834

  South America                             119   -       119    12     107

  Total Europe & South America            1,562   -     1,562   275   1,287

  Asia                                      161   -       161    57     104

  Australia                                 163   -       163    15     148

  Total Asia Pacific                        324   -       324    72     252

  Total Tenneco Automotive               $3,766  $-    $3,766  $653  $3,113

     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.