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Tenneco Automotive Reports Strong Second Quarter 2005 Operating Results

- 13th consecutive quarter of year-over-year revenue growth

- 14th consecutive quarter of year-over-year adjusted EBITDA improvement

- Strong cash performance offsets loss of customer advance payment program

- EBIT and EPS improve year-over-year

- Europe and South America EBIT up 43% on 13% revenue gain

LAKE FOREST, Ill., July 21 -- Tenneco Automotive reported second quarter net income of $33 million, or 71-cents per diluted share, up from net income of $30 million, or 69-cents per diluted share a year ago. Adjusted for the items below, second quarter net income rose to $35 million, or 77-cents per diluted share, compared with $31 million, or 70-cents per diluted share in second quarter 2004.

EBIT (earnings before interest, taxes and minority interest) was $83 million compared with $76 million a year ago. EBITDA (EBIT before depreciation and amortization) was $127 million, versus $120 million in second quarter 2004. On an adjusted basis, EBIT was $85 million, up from $84 million a year ago, and the company reported its 14th consecutive quarter of year- over-year improved adjusted EBITDA at $129 million, up from $128 million in second quarter 2004. See the tables attached to the press release, which reconcile GAAP results to non-GAAP results.

  Adjusted second quarter 2005 and 2004 results:

                               Q2 2005                    Q2 2004
                                    Net    Per                 Net     Per
                      EBITDA EBIT  Income Share  EBITDA EBIT  Income  Share
   Earnings Measures  $127   $83    $33   $0.71  $120   $76    $30    $0.69

   Adjustments (reflects
    non-GAAP measures):
     Restructuring and
      restructuring
      related expenses   2     2      1    0.03     5     5      3     0.07
     New Aftermarket
      customer changeover
      costs              -     -      -       -     2     2      1     0.02
     Consulting fees
      indexed to stock
      price              -     -      -       -     1     1      1     0.01
     Tax adjustments     -     -      1    0.03     -     -     (4)   (0.09)
   Non-GAAP earnings
    measures          $129   $85    $35   $0.77  $128   $84    $31    $0.70

  Second quarter 2005 adjustments:

  -- Restructuring related expenses of $2 million pre-tax, or 3-cents per
     diluted share;
  -- Tax expense of $1 million, or 3-cents per diluted share, primarily
     related to adjusting state tax net operating loss carry forwards.

  Second quarter 2004 adjustments:

  -- Restructuring related expenses of $5 million pre-tax, or 7-cents per
     diluted share;
  -- Expenses of $2 million pre-tax, or 2-cents per diluted share,
     associated with changeover costs for a new aftermarket customer;
  -- Expenses of $1 million pre-tax, or 1-cent per diluted share, for stock
     price indexed consulting fees;
  -- Tax benefit of $4 million, or 9-cents per diluted share.

Despite a $65 million impact in the quarter from the discontinuation of General Motor's advance payment program, operating cash inflow in the quarter was $28 million, versus a $46 million inflow in the second quarter of 2004. The strong cash performance was driven by inventory reductions and improved accounts payable. At quarter-end, total debt was $1.412 billion, down from $1.419 billion a year ago. Debt net of cash was $1.346 billion versus $1.253 billion a year ago, primarily due to the discontinuation of advance payment programs by General Motors, Ford and DaimlerChrysler, which had a $94 million impact on debt over the last 12 months.

Tenneco Automotive generated its 13th consecutive quarter of year-over- year revenue growth with revenue of $1.180 billion, compared with $1.113 billion a year ago. Favorable currency benefited revenue by $33 million. Total OE revenues were up 7% year-over-year, outpacing a 2% increase in global industry production. Revenue was driven by the company's strong position on top-selling vehicles, continued gains from new OE business in Europe and stronger Japanese OE business in North America.

"Our strategies for generating top-line growth and cash continue to be effective despite difficult and volatile market conditions," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "We are also benefiting from our intense focus on managing costs and improving operational efficiency through Lean and Six Sigma. In addition, our balance in terms of products, markets, customers and vehicle platform mix gives us a competitive edge and continues to drive our progress."

The company's gross margin in the quarter was 20.3%, down 1.3 percentage points from a year ago. Higher steel costs, restructuring charges and business mix offset savings and improved efficiencies from Lean manufacturing, Six Sigma programs and other cost reduction initiatives.

Total steel cost increases in the second quarter were $35 million, which were largely offset by the company's cost reduction efforts, including SGA&E restructuring savings, material cost savings, Six Sigma program savings of $9 million and Lean manufacturing efficiencies as well as steel cost recovery from OE and aftermarket customers. Based on the company's efforts to offset increased steel costs and trends in the steel market, the company doesn't currently anticipate a significant year-over-year impact on operating results through the remainder of 2005.

Sales, General, Administrative and Engineering (SGA&E) expense in the quarter was 9.4% of sales versus 10.7% one year ago. SGA&E improvement was driven by restructuring and tight controls on discretionary spending.

The company outperformed its bank debt covenants in the quarter. At June 30, the leverage ratio was 3.41, below the maximum limit of 4.75; the fixed charge ratio was 2.03, exceeding the minimum ratio of 1.10; and the interest coverage ratio was 3.06, exceeding the minimum coverage ratio of 2.0.

  NORTH AMERICA

  -- North American original equipment revenue was up 3% to $390 million,
     versus $379 million a year ago.   Excluding the impact of currency and
     catalytic converter pass-through sales, revenue was up 8%, outpacing a
     2% industry production decline (Tables to this press release reconcile
     GAAP revenues to revenues adjusted for catalytic converter pass-through
     sales and currency).  The increase was driven by exhaust business on
     better selling passenger vehicle and medium truck platforms, stronger
     commercial vehicle volumes, volume growth on key Japanese OE platforms
     and specialty market revenue from acquiring the Harley Davidson exhaust
     business.
  -- North American aftermarket revenue was $146 million, versus
     $144 million in second quarter 2004.  Ride control price increases,
     driven by higher steel costs, offset lower ride control volumes and
     exhaust sales.
  -- EBIT for North American operations was $52 million, versus $50 million
     a year ago.  Adjusted second quarter 2005 EBIT was $52 million compared
     with adjusted EBIT of $54 million in second quarter 2004.  The impact
     of higher steel costs in the quarter more than offset benefits from
     restructuring and stronger value-added volumes.
  -- Second quarter 2004 EBIT results include $4 million in costs related to
     the adjustments described above.

  EUROPE AND SOUTH AMERICA

  -- European original equipment revenue was $382 million, up 12% versus
     $343 million a year ago.  Adjusted for favorable currency, catalytic
     converter pass-through sales and a change in reporting for a customer
     contract, revenue was up 13%.  Strong ride control volumes and the
     company's exhaust business on top-selling platforms drove the increase.
  -- European aftermarket revenue was $109 million, up from $103 million in
     second quarter 2004.  Excluding currency, revenue was still up 3%,
     driven by higher exhaust revenues due to market share gains and price
     increases.  A 10% year-over-year increase in exhaust sales helped
     offset a decrease in ride control revenue due to lower sales in
     Southern Europe and the Middle East.
  -- South America operations generated $50 million in revenue versus
     $35 million a year ago.  Excluding the benefit of currency, revenue was
     up 25%, driven by stronger OE ride and exhaust volumes.
  -- EBIT for European and South American operations was $27 million, up
     43% from $17 million in second quarter 2004.  Adjusted EBIT in the
     quarter was $29 million, up from adjusted EBIT of $21 million a year
     ago.  The strong EBIT performance was driven by higher OE and AM
     exhaust volumes, restructuring savings and manufacturing efficiencies,
     which more than offset the negative impact of higher steel costs.
  -- Second quarter 2005 EBIT results include $2 million in restructuring
     related expenses and second quarter 2004 EBIT includes $4 million in
     restructuring related expenses.

  ASIA PACIFIC

  -- Revenue from Asia operations was $44 million, versus $58 million a year
     ago.  The decline was due to lower OE volumes in China as a result of
     government actions to control consumer lending and soft consumer sales
     at the company's largest customer in China.
  -- Australian revenue was $59 million, compared with $51 million in second
     quarter 2004.  Excluding the impact of currency and pass-through sales,
     revenue was up 7%, driven by higher volumes on existing OE platforms.
  -- Lower OE volumes in China had a significant impact on Asia Pacific
     EBIT, which was $4 million, down from $9 million a year ago.

  YEAR-TO-DATE RESULTS

Through the first half of the year, Tenneco Automotive reported net income of $40 million, or 88-cents per diluted share, versus net income of $28 million, or 65-cents per diluted share reported for the first six months of 2004. On an adjusted basis, year-to-date 2005 net income was $44 million, or 97-cents per diluted share, versus adjusted net income of $37 million, or 85-cents per diluted share for the same period one year ago.

Year-to-date EBIT was $127 million compared with EBIT of $109 million in the first six months of 2004. EBITDA was $217 million versus $198 million a year ago. Adjusted year-to-date 2005 EBIT was $132 million, compared with $131 million a year ago, and adjusted EBITDA was $222 million, versus adjusted EBITDA of $220 million for the same period a year ago.

  Attachment 1:
  Statements of Income - 3 months
  Statements of Income - 6 months
  Balance Sheet
  Statements of Cash Flows

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

  

Tenneco Automotive is a $4.2 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 18,400 employees worldwide. Tenneco Automotive is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco Automotive markets its products principally under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control components.

                                                                ATTACHMENT 1

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

                                        2005               2004
  Net sales and operating revenues     $1,180             $1,113  (c)

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)           941  (a)           873  (d)
     Engineering, Research and
      Development                          18                 19
     Selling, General and
      Administrative                       93                100  (e)
     Depreciation and Amortization of
      Other Intangibles                    44                 44
            Total Costs and Expenses    1,096              1,036

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                         52                 50  (c)(d)(e)
     Europe & South America                27  (a)            17  (d)
     Asia Pacific                           4                  9
                                           83                 76
  Less:
     Interest expense (net of
       interest capitalized)               32                 34
     Income tax expense                    18  (b)            10  (f)
     Minority interest                      -                  2
  Net income                              $33                $30

  Average common shares outstanding:
     Basic                               43.0               41.5
     Diluted                             45.1               44.2

  Earnings per share of common stock:
     Basic                              $0.75              $0.73

     Diluted                            $0.71              $0.69

  (a)  Includes restructuring and restructuring related charges of
       $2 million pre-tax, $1 million after tax or $0.03 per share.  The
       entire $2 million adjustment is recorded in cost of sales and
       geographically in Europe and South America.
  (b)  Includes a $1 million or $0.03 per share tax expense primarily
       related to adjusting state tax net operating loss carry forwards.
  (c)  Includes continuing changeover costs for a new aftermarket customer
       acquired in the first quarter of $2 million pre-tax, $1 million
       after-tax or $0.02 per share.  The entire cost is recorded in Sales.
       Geographically all of the charge is recorded in North America.
  (d)  Includes restructuring and restructuring related charges of
       $5 million pre-tax, $3 million after tax or $0.07 per share.  The
       entire charge is recorded in cost of sales.  Geographically,
       $1 million is recorded in North America and $4 million in Europe and
       South America.
  (e)  Includes consulting fees indexed to stock price of $1 million pre-
       tax, $1 million after-tax or $0.01 per share.  The entire charge is
       recorded in SG&A.  Geographically the entire charge is recorded in
       North America.
  (f)  Includes a $4 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
                          SIX MONTHS ENDED JUNE 30,
                (Millions except share and per share amounts)

                                        2005               2004
  Net sales and operating revenues     $2,281             $2,146  (c)

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)         1,829  (a)         1,702  (d)
     Engineering, Research and
      Development                          42                 36
     Selling, General and
      Administrative                      191  (a)           209  (c)(d)(e)
     Depreciation and Amortization of
      Other Intangibles                    90                 89
            Total Costs and Expenses    2,152              2,036

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                         89  (a)            80  (c)(d)(e)
     Europe & South America                32  (a)            17  (d)(e)
     Asia Pacific                           6                 12  (e)
                                          127                109
  Less:
     Interest expense (net of
       interest capitalized)               64                 69
     Income tax expense                    22  (b)             9  (f)
     Minority interest                      1                  3
  Net income                              $40                $28

  Average common shares outstanding:
     Basic                               42.8               41.1
     Diluted                             45.0               43.8

  Earnings per share of common stock:
     Basic                              $0.92              $0.69

     Diluted                            $0.88              $0.65

  (a)  Includes restructuring and restructuring related charges of
       $5 million pre-tax, $3 million after tax or $0.07 per share.  Of the
       adjustment $4 is recorded in cost of sales and $1 million is in
       SG&A. Geographically, $2 million is recorded in North America and
       $3 million in Europe and South America.
  (b)  Includes a $1 million or $0.02 per share tax expense primarily
       related to adjusting state tax net operating loss carry forwards.
  (c)  Includes changeover costs for a new aftermarket customer acquired in
       the first quarter of $8 million pre-tax, $5 million after-tax or
       $0.11 per share.  Of the adjustment $6 million is recorded in Sales
       and $2 million is recorded in SG&A.  Geographically all of the charge
       is recorded in North America.
  (d)  Includes restructuring and restructuring related charges of
       $10 million pre-tax, $6 million after tax or $0.14 per share.  Of the
       adjustment $2 million is recorded in SG&A and the remaining
       $8 million is in cost of sales.  Geographically, $3 million is
       recorded in North America and $7 million in Europe in South America.
  (e)  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.
  (f)  Includes a $5 million or $0.11 per share tax benefit related to the
       resolution of outstanding  tax issues.

                                                                ATTACHMENT 1

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

                                                   June 30,     December 31,
                                                     2005             2004

   Assets

        Cash and Cash Equivalents                     $66              $214

        Receivables, Net                              662               488

        Inventories                                   404               396

        Other Current Assets                          203               194

        Investments and Other Assets                  682               693

        Plant, Property, and Equipment, Net         1,050             1,134

        Total Assets                               $3,067            $3,119

  Liabilities and Shareholders' Equity

        Short-Term Debt                               $49               $19

        Accounts Payable                              726               696

        Accrued Taxes                                  39                24

        Accrued Interest                               37                35

        Other Current Liabilities                     246               273

        Long-Term Debt                              1,363             1,401

        Deferred Income Taxes                         118               126

        Deferred Credits and Other Liabilities        338               362

        Minority Interest                              22                24

        Total Shareholders' Equity                    129               159

        Total Liabilities and Shareholders'
         Equity                                    $3,067            $3,119

  (a) Accounts Receivables net of:                June 30,      December 31,
                                                     2005              2004

        Accounts Receivable
         securitization programs                     $148              $124
        Receivables collected under
         advance payment programs                      $9              $132

  (b) Long term debt composed of:                 June 30,      December 31,
                                                     2005              2004

        Term loan B (Due 2010)                       $356              $392
        10.25% senior notes (Due 2013)                489               490
        8.625% subordinated notes (Due 2014)          500               500
        Other long term debt                           18                19

                                                   $1,363            $1,401

                                                                ATTACHMENT 1

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

                                                         Six Months Ended
                                                             June 30,
                                                      2005             2004

     Operating activities:
       Net income                                     $40               $28
       Adjustments to reconcile net income to net
        cash provided (used) by operating activities -
         Depreciation and amortization of other
          intangibles                                  90                89
         Deferred income taxes                         (5)               (5)
         (Gain)/loss on sale of assets, net             1                 -
         Changes in components of working capital
          (net of acquisition)-
           (Inc.)/dec. in receivables                (200)             (113)
           (Inc.)/dec. in inventories                 (33)              (16)
           (Inc.)/dec. in prepayments
            and other current assets                  (19)              (27)
           Inc./(dec.) in payables                     64                60
           Inc./(dec.) in taxes accrued                19                13
           Inc./(dec.) in interest accrued              2                (2)
           Inc./(dec.) in other current liabilities   (10)               24
         Other                                        (20)                8
     Net cash provided (used) by operating activities (71)               59

     Investing activities:
       Net proceeds from sale of assets                 3                11
       Expenditures for plant, property & equipment   (63)              (54)
       Acquisition of business                        (11)                -
       Investments and other                            2                (2)
     Net cash used by investing activities            (69)              (45)

     Financing activities:
       Issuance of common shares                        4                 4
       Retirement of long-term debt                   (42)               (4)
       Net inc./(dec.) in short-term debt excluding
        current maturities on long-term debt           34                 1
       Other                                            -                 2
     Net cash provided (used) by financing activities  (4)                3

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

     Inc./(dec.) in cash and cash equivalents        (148)               21
     Cash and cash equivalents, January 1             214               145
     Cash and cash equivalents, June 30               $66              $166

     Cash paid during the period for interest         $61               $74
     Cash paid during the period for
      income taxes                                    $11                $7

                                                               ATTACHMENT 2

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

                                                     Q2 2005
                                          North    Europe    Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $33

  Income tax expense                                                     18

  Interest expense (net of
   interest capitalized)                                                 32

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                  52        27        4        83

  Depreciation and amortization
   of other intangibles                     23        18        3        44

  Total EBITDA (2)                         $75       $45       $7      $127

                                                     Q2 2004
                                          North    Europe    Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $30

  Minority interest                                                       2

  Income tax expense                                                     10

  Interest expense (net of
   interest capitalized)                                                 34

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                  50        17        9        76

  Depreciation and amortization             24        18        2        44

  Total EBITDA                             $74       $35      $11      $120

  (1) Generally Accepted Accounting Principles

  (2) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      In addition, Tenneco Automotive believes its debt holders utilize and
      analyze our EBITDA for similar purposes.  Tenneco Automotive also
      believes EBITDA assists investors in comparing a company's performance
      on a consistent basis without regard to depreciation and amortization,
      which can vary significantly depending upon many factors.  However,
      the EBITDA measure presented may not always be comparable to similarly
      titled measures reported by other companies due to differences in the
      components of the calculation.

                                                                ATTACHMENT 2

                            TENNECO AUTOMOTIVE
        RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)
                                Unaudited

                              Q2 2005                     Q2 2004
                                    Net    Per                  Net    Per
                   EBITDA(3) EBIT  Income Share EBITDA(3) EBIT Income Share
   Earnings Measures  $127   $83    $33   $0.71  $120     $76   $30   $0.69

   Adjustments (reflects
    non-GAAP measures):
     Restructuring and
      restructuring
      related expenses   2     2      1    0.03     5       5     3    0.07
     New Aftermarket
      customer changeover
      costs              -     -      -       -     2       2     1    0.02
     Consulting fees
      indexed to stock
      price              -     -      -       -     1       1     1    0.01
     Tax adjustments     -     -      1    0.03     -       -    (4)  (0.09)
   Non-GAAP earnings
    measures          $129   $85    $35   $0.77  $128     $84   $31   $0.70

                                                            Q2 2005
                                                North   Europe  Asia
                                              America   & SA   Pacific Total
  EBIT                                            $52     $27    $4     $83
   Restructuring and
    restructuring related
    expenses                                        -       2     -      2
  Adjusted EBIT                                   $52     $29    $4     $85

                                                            Q2 2004
                                                North   Europe  Asia
                                              America   & SA   Pacific Total
  EBIT                                            $50     $17    $9     $76
   Restructuring and
    restructuring related
    expenses                                        1       4     -       5
   New Aftermarket customer
    changeover costs                                2       -     -       2
   Consulting fees indexed
    to stock price                                  1       -     -       1
  Adjusted EBIT                                   $54     $21    $9     $84

  (1) Generally Accepted Accounting Principles

  (2) Tenneco Automotive presents the above reconciliation of GAAP to
      non-GAAP earnings measures in order to reflect the results for the
      second quarters of 2005 and 2004 in a manner that allows a better
      understanding of the results of operational activities separate from
      the financial impact of decisions made for the long-term benefit of
      the company.  Adjustments similar to the ones reflected above have
      been recorded in earlier periods, and similar types of adjustments can
      reasonably be expected to be recorded in future periods.  Using only
      the non-GAAP earnings measures to analyze earnings would have material
      limitations because its calculation is based on the subjective
      determinations of management regarding the nature and classification
      of events and circumstances that investors may find material.
      Management compensates for these limitations by utilizing both GAAP
      and non-GAAP earnings measures reflected above to understand and
      analyze the results of the business.  The company believes investors
      find the non-GAAP information helpful in understanding the ongoing
      performance of operations separate from items  that may have a
      disproportionate positive or negative impact on the company's
      financial results in any particular period.

  (3) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      In addition, Tenneco Automotive believes its debt holders utilize and
      analyze our EBITDA for similar purposes.  Tenneco Automotive also
      believes EBITDA assists investors in comparing a company's performance
      on a consistent basis without regard to depreciation and amortization,
      which can vary significantly depending upon many factors.  However,
      the EBITDA measure presented may not always be comparable to similarly
      titled measures reported by other companies due to differences in the
      components of the calculation.

                                                                ATTACHMENT 2

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

                                                     YTD 2005
                                          North    Europe    Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $40

  Minority interest                                                       1

  Income tax expense                                                     22

  Interest expense (net of
   interest capitalized)                                                 64

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                  89        32        6       127

  Depreciation and amortization
   of other intangibles                     46        38        6        90

  Total EBITDA(2)                         $135       $70      $12      $217

                                                     YTD 2004
                                          North    Europe    Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $28

  Minority interest                                                       3

  Income tax expense                                                      9

  Interest expense (net of
   interest capitalized)                                                 69

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                  80        17       12       109

  Depreciation and amortization             48        35        6        89

  Total EBITDA                            $128       $52      $18      $198

  (1) Generally Accepted Accounting Principles

  (2) EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      In addition, Tenneco Automotive believes its debt holders utilize and
      analyze our EBITDA for similar purposes.  Tenneco Automotive also
      believes EBITDA assists investors in comparing a company's performance
      on a consistent basis without regard to depreciation and amortization,
      which can vary significantly depending upon many factors.  However,
      the EBITDA measure presented may not always be comparable to similarly
      titled measures reported by other companies due to differences in the
      components of the calculation.

                                                               ATTACHMENT 2

                            TENNECO AUTOMOTIVE
        RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)
                                Unaudited

                                   YTD 2005                YTD 2004
                                    Net    Per                  Net    Per
                   EBITDA(3) EBIT  Income Share EBITDA(3) EBIT Income Share
  Earnings Measures   $217   $127   $40   $0.88  $198    $109   $28   $0.65

  Adjustments (reflects
   non-GAAP measures):
   Restructuring and
    restructuring
    related expenses     5      5     3    0.07    10      10     6    0.14
   New Aftermarket
    customer changeover
    costs                -      -     -       -     8       8     5    0.11
   Consulting fees
    indexed to stock
    price                -      -     -       -     4       4     3    0.06
   Tax adjustments       -      -     1    0.02     -       -    (5)  (0.11)
  Non-GAAP earnings
   measures           $222   $132   $44   $0.97  $220    $131   $37   $0.85

                                                           YTD 2005
                                                North   Europe  Asia
                                              America   & SA   Pacific Total
  EBIT                                            $89     $32    $6    $127
   Restructuring and
    restructuring related
    expenses                                        2       3     -       5
  Adjusted EBIT                                   $91     $35    $6    $132

                                                           YTD 2004
                                                North   Europe  Asia
                                              America   & SA   Pacific Total
  EBIT                                            $80     $17   $12    $109
   Restructuring and
    restructuring related
    expenses                                        3       7     -      10
   New Aftermarket customer
    changeover costs                                8       -     -       8
   Consulting fees indexed
    to stock price                                  2       1     1       4
  Adjusted EBIT                                   $93     $25   $13    $131

  (1) Generally Accepted Accounting Principles

  (2) Tenneco Automotive presents the above reconciliation of GAAP to non-
      GAAP earnings measures in order to reflect the results for the six
      months of 2005 and 2004 in a manner that allows a better understanding
      of the results of operational activities separate from the financial
      impact of decisions made for the long-term benefit of the company.
      Adjustments similar to the ones reflected above have been recorded in
      earlier periods, and similar types of adjustments can reasonably be
      expected to be recorded in future periods.  Using only the non-GAAP
      earnings measures to analyze earnings would have material limitations
      because its calculation is based on the subjective determinations of
      management regarding the nature and classification of events and
      circumstances that investors may find material.  Management
      compensates for these limitations by utilizing both GAAP and non-GAAP
      earnings measures reflected above to understand and analyze the
      results of the business.  The company believes investors find the
      non-GAAP information helpful in understanding the ongoing performance
      of operations separate from items  that may have a disproportionate
      positive or negative impact on the company's financial results in any
      particular period.

  (3) See Reconciliation of GAAP Net Income to EBITDA on previous page.
      EBITDA represents income before interest expense, income taxes,
      minority interest and depreciation and amortization.  EBITDA is not a
      calculation based upon generally accepted accounting principles.  The
      amounts included in the EBITDA calculation, however, are derived from
      amounts included in the historical statements of income data.  In
      addition, EBITDA should not be considered as an alternative to net
      income or operating income as an indicator of the company's operating
      performance, or as an alternative to operating cash flows as a measure
      of liquidity.  Tenneco Automotive has presented EBITDA because it
      regularly reviews EBITDA as a measure of the company's performance.
      In addition, Tenneco Automotive believes its debt holders utilize and
      analyze our EBITDA for similar purposes.  Tenneco Automotive also
      believes EBITDA assists investors in comparing a company's performance
      on a consistent basis without regard to depreciation and amortization,
      which can vary significantly depending upon many factors.  However,
      the EBITDA measure presented may not always be comparable to similarly
      titled measures reported by other companies due to differences in the
      components of the calculation.

                                                                ATTACHMENT 2

                            TENNECO AUTOMOTIVE
        RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                 Unaudited

                                                   Q2 2005
                                                                    Revenues
                                                            Pass-  Excluding
                                                           through  Currency
                                                            Sales     and
                                               Revenues   Excluding  Pass-
                                     Currency  Excluding  Currency  through
                            Revenues  Impact   Currency    Impact    Sales
  North America Aftermarket
     Ride Control              $103     $-       $103         $-    $103
     Exhaust                     43      -         43          -      43
     Total North America
      Aftermarket               146      -        146          -     146

  North America Original
   Equipment
     Ride Control               131      -        131          -     131
     Exhaust                    259      3        256         68     188
     Total North America
      Original Equipment        390      3        387         68     319

  Total North America           536      3        533         68     465

  Europe Aftermarket
     Ride Control                51      1         50          -      50
     Exhaust                     58      2         56          -      56
     Total Europe Aftermarket   109      3        106          -     106

  Europe Original Equipment
     Ride Control                98 (a)  5         93          -      93 (a)
     Exhaust                    284     10        274         85     189
     Total Europe Original
      Equipment                 382     15        367         85     282

  South America                  50      7         43          3      40

  Total Europe & South America  541     25        516         88     428

  Asia                           44      1         43         11      32

  Australia                      59      4         55          5      50

  Total Asia Pacific            103      5         98         16      82

  Total Tenneco Automotive   $1,180    $33     $1,147       $172    $975

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

  North America Original
   Equipment
     Ride Control               120      -        120          -     120
     Exhaust                    259      -        259         84     175
     Total North America
      Original Equipment        379      -        379         84     295

  Total North America           523      -        523         84     439

  Europe Aftermarket
     Ride Control                51      -         51          -      51
     Exhaust                     52      -         52          -      52
     Total Europe Aftermarket   103      -        103          -     103

  Europe Original Equipment
     Ride Control                91      -         91          -      91
     Exhaust                    252      -        252         81     171
     Total Europe Original
      Equipment                 343      -        343         81     262

  South America                  35      -         35          3      32

  Total Europe & South America  481      -        481         84     397

  Asia                           58      -         58         20      38

  Australia                      51      -         51          4      47

  Total Asia Pacific            109      -        109         24      85

  Total Tenneco Automotive   $1,113     $-     $1,113       $191    $922

     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.

     (a) Beginning in the second quarter of 2005, Tenneco Automotive changed
         its accounting for a customer contract in its European OE Ride
         Control unit.  The cost of sales for this contract are now netted
         against the revenues, reducing reported revenues and cost of sales.
         In the second quarter of 2004, Tenneco Automotive recorded
         $15 million in revenues for this contract.

                                                              ATTACHMENT 2

                           TENNECO AUTOMOTIVE
      RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                               Unaudited

                                   Six Months Ended June 30, 2005
                                                                    Revenues
                                                            Pass-  Excluding
                                                           through  Currency
                                                            Sales     and
                                               Revenues   Excluding  Pass-
                                     Currency  Excluding  Currency  through
                            Revenues  Impact   Currency    Impact    Sales
  North America Aftermarket
    Ride Control               $194      $-      $194         $-    $194
    Exhaust                      82       -        82          -      82
    Total North America
     Aftermarket                276       -       276          -     276

  North America Original
   Equipment
    Ride Control                258       -       258          -     258
    Exhaust                     507       5       502        135     367
    Total North America
     Original Equipment         765       5       760        135     625

  Total North America         1,041       5     1,036        135     901

  Europe Aftermarket
    Ride Control                 88       3        85          -      85
    Exhaust                     103       4        99          -      99
    Total Europe Aftermarket    191       7       184          -     184

  Europe Original Equipment
    Ride Control                207 (a)  16       191          -     191 (a)
    Exhaust                     556      26       530        160     370
    Total Europe Original
     Equipment                  763      42       721        160     561

  South America                  94      10        84          7      77

  Total Europe & South
   America                    1,048      59       989        167     822

  Asia                           86       1        85         24      61

  Australia                     106       5       101          9      92

  Total Asia Pacific            192       6       186         33     153

  Total Tenneco Automotive   $2,281     $70    $2,211       $335  $1,876

                                   Six Months Ended June 30, 2004
                                                                    Revenues
                                                            Pass-  Excluding
                                                           through  Currency
                                                            Sales     and
                                               Revenues   Excluding  Pass-
                                     Currency  Excluding  Currency  through
                            Revenues  Impact   Currency    Impact    Sales
  North America Aftermarket
    Ride Control               $185      $-      $185         $-    $185
    Exhaust                      81       -        81          -      81
    Total North America
     Aftermarket                266       -       266          -     266

  North America Original
   Equipment
    Ride Control                238       -       238          -     238
    Exhaust                     522       -       522        172     350
    Total North America
     Original Equipment         760       -       760        172     588

  Total North America         1,026       -     1,026        172     854

  Europe Aftermarket
    Ride Control                 89       -        89          -      89
    Exhaust                      94       -        94          -      94
    Total Europe Aftermarket    183       -       183          -     183

  Europe Original Equipment
    Ride Control                176       -       176          -     176
    Exhaust                     495       -       495        158     337
    Total Europe Original
     Equipment                  671       -       671        158     513

  South America                  69       -        69          7      62

  Total Europe & South America  923       -       923        165     758

  Asia                           97       -        97         33      64

  Australia                     100       -       100          8      92

  Total Asia Pacific            197       -       197         41     156

  Total Tenneco Automotive   $2,146      $-    $2,146       $378  $1,768

    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.

    (a) Beginning in the second quarter of 2005, Tenneco Automotive changed
        its accounting for a customer contract in its European OE Ride
        Control unit.  The cost of sales for this contract are now netted
        against the revenues, reducing reported revenues and cost of sales.
        In the second quarter of 2004, Tenneco Automotive recorded
        $15 million in revenues for this contract.