The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

Tenneco Automotive Reports Record Third Quarter 2005

-- Earnings per share improves 64%

-- Earnings before interest, taxes and minority interest up 17%

-- 14th consecutive quarter of year-over-year revenue growth

-- 15th consecutive quarter of year-over-year adjusted EBITDA improvement

LAKE FOREST, Oct. 25 -- Tenneco Automotive reported record third quarter revenue and net income since becoming a stand-alone company. The company reported third quarter net income of $10 million, or 23-cents per diluted share, up from net income of $6 million, or 14-cents per diluted share in third quarter 2004. Adjusted for the items below, net income rose to $12 million, or 27-cents per diluted share, compared with $7 million, or 16-cents per diluted share a year ago. The company reported third quarter revenue of $1.096 billion, up from $996 million a year ago.

EBIT (earnings before interest, taxes and minority interest) was $50 million compared with $44 million in third quarter 2004. EBITDA (EBIT before depreciation and amortization) was $94 million, up from $86 million the previous year. On an adjusted basis, EBIT was $52 million, up from $46 million a year ago and EBITDA was $96 million, 10% higher than $88 million the previous year. See the tables attached to the press release, which reconcile GAAP results to non-GAAP results.

  Adjusted third quarter 2005 and 2004 results:

                         Q3 2005                         Q3 2004

                               Net     Per                     Net     Per
             EBITDA   EBIT   Income   Share   EBITDA   EBIT   Income  Share
  Earnings
   Measures    $94     $50     $10    $0.23    $86     $44     $6     $0.14
  Adjustments
   (reflects
    non-GAAP
    measures):
     Restruct-
      uring
      and re-
      structuring
      related
      expenses   2       2       2     0.04      2       2      2      0.04
     Tax adjust-
      ments      -       -       -       -       -       -     (1)    (0.02)
  Non-GAAP
   earnings
   measures    $96     $52     $12    $0.27    $88     $46     $7     $0.16

  Third quarter 2005 adjustments:
   -- Restructuring related expenses of $2 million pre-tax, or 4-cents per
      diluted share.

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

The quarterly revenue of $1.096 billion was the company's 14th consecutive quarter of year-over-year revenue growth. The increase over $996 million in third quarter 2004 was driven by higher global original equipment (OE) production volumes and $19 million in favorable currency.

Tenneco Automotive's performance in the third quarter was driven by its platform mix with products on strong selling vehicles globally; improved aftermarket ride control volumes in North America and Europe; benefits from the company's ongoing manufacturing efficiency programs; and reduced costs through tight controls on discretionary spending. These efforts helped offset the negative impact of higher material costs and higher transportation costs due to fuel surcharges.

"We delivered another solid quarter in spite of very challenging market conditions," said Mark P. Frissora, chairman, CEO and president, Tenneco Automotive. "Our ability to execute on consistent strategies for growing the top-line while managing costs is proving successful despite lower OE industry production volumes in North America and Europe, our two largest markets, and the impact of higher material and fuel costs globally."

Cash generated by operations in the quarter was $33 million, which on a year-over-year comparison basis includes a $9 million negative impact from the discontinuation of General Motor's advanced payment program and a $20 million cash outflow for incremental pension contributions. Cash generated by operations was $76 million for the same period one year ago. The remaining difference in the year-over-year comparison was due to working capital requirements -- primarily in accounts receivables -- to support approximately $100 million in higher revenue in the quarter.

At quarter-end, total debt was $1.429 billion, compared with $1.423 billion the previous year. Debt net of cash was $1.340 billion versus $1.220 billion a year ago, primarily due to the discontinuation of advance payment programs by General Motors, Ford and DaimlerChrysler, which increased debt by $103 million over the last 12 months. Debt net of cash at June 30, 2005 was $1.346 billion.

During the quarter, Tenneco resolved a commercial lawsuit that is recorded as other income and settled a customer issue, which is netted against revenue. The net of these transactions had no financial impact on the company's operating results.

The company's gross margin decreased 1.2 percentage points year-over-year to 18.9%. Gross margin was negatively impacted by higher steel costs, fuel surcharges on transportation costs and a shifting business mix between Europe and North America, and between OE and aftermarket businesses. Additionally, resolution of the OE customer issue mentioned above reduced gross margin. These factors offset savings and improved efficiencies from Lean manufacturing, Six Sigma and other cost reduction initiatives.

Total steel cost increases in the third quarter were $33 million, which were largely offset by the company's cost reduction efforts, including SGA&E restructuring savings, material cost savings, Six Sigma program savings 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 10.8% of sales versus 11.3% a year ago. SGA&E improvement was driven by higher revenues, cutbacks on discretionary spending and benefits from previously announced restructuring programs.

Tenneco Automotive continued to outperform its bank debt covenants in the quarter. At September 30, the leverage ratio was 3.39, lower than the maximum limit of 4.50; the fixed charge ratio was 2.05, exceeding the minimum ratio of 1.10; and the interest coverage ratio was 3.12, exceeding the minimum ratio of 2.00.

  NORTH AMERICA
   -- North American OE revenue was up 9% to $369 million, versus $338
      million a year ago.  Excluding the impact of currency and catalytic
      converter pass-through sales, revenue was up 11%, outperforming a
      light vehicle market production decline of 2%.  The increase was
      driven by the company's platform mix with products on strong selling
      vehicles.
   -- North American aftermarket revenue was $133 million, up 5% year-over-
      year.  Stronger ride control volumes and price increases in both
      product lines helped offset lower emission control volumes.
   -- EBIT for North American operations was $37 million, versus $31 million
      in third quarter 2004. Stronger OE volumes and manufacturing
      efficiencies more than offset unrecovered steel costs, higher
      advertising costs to support the company's ride control aftermarket
      product lines and the launch costs for its new line of aftermarket
      brake products.

  EUROPE, SOUTH AMERICA, INDIA
   -- European OE revenue was $341 million, versus $305 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 14%. The year-over-year improvement -- despite a market production
      decline of 1% -- was driven by the continued ramp up of new launches
      and a favorable platform mix with product on many of the better
      selling vehicles.
   -- European aftermarket revenue was $97 million, versus $94 million the
      previous year.  The 3% improvement was primarily due to stronger ride
      control volumes and price increases in both product lines.
   -- South America and India revenue was $62 million, including $8 million
      in favorable currency, compared with $45 million a year ago.  Stronger
      OE volumes drove the increase.
   -- EBIT for Europe, South America and India was $9 million, versus $10
      million in third quarter 2004.  The EBIT decrease was the result of
      currency transactional losses with a $2 million negative impact,
      manufacturing inefficiencies due to inventory reductions in the
      quarter, costs for implementing a resource planning system for the
      company's European emission control business and a reserve increase
      related to a pending legal settlement.
   -- Third quarter 2004 and 2005 EBIT results include $2 million in
      restructuring related expenses.

  ASIA PACIFIC
   -- Asia operations generated $38 million in revenue, versus $37 million a
      year ago.
   -- Australian revenue increased to $56 million from $50 million the
      previous year, largely driven by $4 million in favorable currency.
   -- EBIT for Asia Pacific operations was $4 million, up from $3 million a
      year ago.  EBIT was up despite OE revenue weakness in China and
      investments to increase Tenneco's aftermarket presence there.

  YEAR-TO-DATE RESULTS

Through the first nine months of the year, Tenneco Automotive reported net income of $50 million, or $1.11 per diluted share, versus net income of $34 million, or 78-cents per diluted share for the first nine months of 2004. On an adjusted basis, year-to-date 2005 net income was $56 million, or $1.24 per diluted share, versus adjusted net income of $44 million, or $1.01 per diluted share for the same period one year ago.

Year-to-date EBIT was $177 million, compared with EBIT of $153 million for the first nine months of 2004. Adjusted EBIT was $184 million versus $177 million a year ago. Year-to-date 2005 EBITDA was $311 million, compared with $284 million a year ago, and adjusted EBITDA was $318 million, versus adjusted EBITDA of $308 million for the same period a year ago.

OUTLOOK

"We do not expect an immediate turnaround in OE production rates in North America or Europe, and we are closely monitoring the aftermarket in those regions for a potential drop in consumer spending on vehicle maintenance due to higher fuel prices. This landscape, coupled with continuing increases in material costs and the impact of higher fuel costs on our transportation expenses, creates a tough operating environment going forward," Frissora said. "As a result, we will continue to focus on those areas within our control- namely executing with discipline on the fundamentals and maintaining a relentless focus on costs. We should also continue to benefit from our balance and diversification in terms of products, markets served and customers. Finally, we will capitalize on opportunities to win incremental OE and aftermarket business from our competitors."

  Attachment 1:
  Statements of Income - 3 Months
  Statements of Income - 9 Months
  Balance Sheet
  Statements of Cash Flow

  Attachment 2:
  Reconciliation of GAAP Net Income to EBITDA - 3 Months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months
  Reconciliation of GAAP Revenues to Non-GAAP Revenue Measures - 3 Months
  Reconciliation of GAAP Net Income to EBITDA - 9 Months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 9 Months
  Reconciliation of GAAP Revenues to Non-GAAP Revenue Measures - 9 Months

  CONFERENCE CALL

The company will host a conference call on Tuesday, October 25, 2005 at 10:30 a.m. EDT. The dial in number is 888-790-1408 (domestic) or 1-773-756- 0157 (international). The pass code is Tenneco Auto. The call and accompanying slides 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 October 25, 2005. To access this recording, dial 866-365-2447 domestic or 203-369- 0216 international. The purpose of the call is to discuss the company's operations for the third 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.

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 SEPTEMBER 30,
              (Millions except share and per share amounts)

                                          2005              2004
  Net sales and operating revenues      $1,096              $996

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)            889  (a)          796  (b)
     Engineering, Research and
      Development                           22                20
     Selling, General and
      Administrative                        96                93
     Depreciation and Amortization of
      Other Intangibles                     44                42
            Total Costs and Expenses     1,051               951

  Loss on sale of receivables               (1)                -
  Other Income (Expense)                     6                (1)
  Total Other Income (Expense)               5                (1)

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          37                31
     Europe & South America                  9  (a)           10  (b)
     Asia Pacific                            4                 3
                                            50                44
  Less:
     Interest expense (net of
       interest capitalized)                33                35
     Income tax expense                      7                 2  (c)
     Minority interest                       -                 1
  Net income                               $10                $6

  Average common shares outstanding:
     Basic                                43.3              41.7
     Diluted                              45.6              44.3

  Earnings per share of common stock:
     Basic                               $0.25             $0.15

     Diluted                             $0.23             $0.14

  (a)  Includes restructuring and restructuring related charges of
       $2 million pre-tax, $2 million after tax or $0.04 per share.  The
       entire $2 million adjustment is recorded in cost of sales and
       geographically in Europe and South America.
  (b)  Includes restructuring and restructuring related charges of
       $2 million pre-tax, $2 million after tax or $0.04 per share.  The
       entire charge is recorded in cost of sales.  Geographically, the
       entire amount is recored in Europe and South America.
  (c)  Includes a $1 million or $0.02 per share tax benefit related to the
       resolution of outstanding tax issues.

                                                                ATTACHMENT 1
          TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                           STATEMENTS OF INCOME
                                Unaudited
                     NINE MONTHS ENDED SEPTEMBER 30,
              (Millions except share and per share amounts)

                                         2005             2004
  Net sales and operating revenues     $3,377           $3,142  (c)

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)         2,718  (a)       2,498  (d)
     Engineering, Research and
      Development                          64               56
     Selling, General and
      Administrative                      287  (a)         302  (c) (d) (e)
     Depreciation and Amortization of
      Other Intangibles                   134              131
            Total Costs and Expenses    3,203            2,987

  Loss on sale of receivables              (2)              (1)
  Other Income (Expense)                    5               (1)
  Total Other Income (Expense)              3               (2)

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                        126  (a)         111  (c) (d) (e)
     Europe & South America                41  (a)          26  (d) (e)
     Asia Pacific                          10               16  (e)
                                          177              153
  Less:
     Interest expense (net of
       interest capitalized)               97              104
     Income tax expense                    29  (b)          11  (f)
     Minority interest                      1                4
  Net income                              $50              $34

  Average common shares outstanding:
     Basic                               43.0             41.3
     Diluted                             45.2             44.0

  Earnings per share of common stock:
     Basic                              $1.17            $0.84

     Diluted                            $1.11            $0.78

  (a)  Includes restructuring and restructuring related charges of
       $7 million pre-tax, $5 million after tax or $0.11 per share.  Of the
       adjustment $6 million is recorded in cost of sales and $1 million is
       in SG&A.  Geographically, $2 million is recorded in North America and
       $5 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
       $0.13 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
       $12 million pre-tax, $8 million after tax or $0.18 per share.  Of the
       adjustment $2 million is recorded in SG&A and the remaining
       $10 million is in cost of sales.  Geographically, $3 million is
       recorded in North America and $9 million in Europe and 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 $6 million or $0.14 per share tax benefit related to the
       resolution of outstanding  tax issues.

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

                                      September 30, 2005  December 31, 2004

   Assets

        Cash and Cash Equivalents                   $89              $214

        Receivables, Net                            675               488

        Inventories                                 395               396

        Other Current Assets                        179               194

        Investments and Other Assets                661               693

        Plant, Property, and Equipment,
         Net                                      1,051             1,134

        Total Assets                             $3,050            $3,119

  Liabilities and Shareholders' Equity

        Short-Term Debt                             $71               $19

        Accounts Payable                            716               696

        Accrued Taxes                                30                24

        Accrued Interest                             33                35

        Other Current Liabilities                   263               273

        Long-Term Debt                            1,358             1,401

        Deferred Income Taxes                        70               126

        Deferred Credits and Other
         Liabilities                                336               362

        Minority Interest                            23                24

        Total Shareholders' Equity                  150               159

        Total Liabilities and
         Shareholders' Equity                    $3,050            $3,119

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

        Accounts Receivable
         securitization programs                   $146              $124
        Receivables collected under
         advance payment programs                  $-                $132

  (b) Long term debt composed of:     September 30, 2005  December 31, 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                         13                19

                                                 $1,358            $1,401

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

                                                        Nine Months Ended
                                                          September 30,
                                                    2005               2004

     Operating activities:
       Net income                                     $50               $34
       Adjustments to reconcile net
        income to net cash provided
        (used) by operating activities -
         Depreciation and amortization
          of other intangibles                        134               131
         Deferred income taxes                          3               (12)
         (Gain)/loss on sale of
           assets, net                                  2                 1
         Changes in components of
          working capital (net of
          acquisition)-
           (Inc.)/dec. in receivables                (209)              (66)
           (Inc.)/dec. in inventories                 (22)              (22)
           (Inc.)/dec. in prepayments
            and other current assets                  (23)              (21)
           Inc./(dec.) in payables                     52                55
           Inc./(dec.) in taxes accrued                11                 5
           Inc./(dec.) in interest accrued             (2)                -
           Inc./(dec.) in other
            current liabilities                         5                21
         Other                                        (39)                9
     Net cash provided (used) by
      operating activities                            (38)              135

     Investing activities:
       Net proceeds from sale of
        assets                                          4                12
       Expenditures for plant,
        property & equipment                         (100)              (87)
       Acquisition of business                        (11)                -
       Investments and other                            1                 -
     Net cash used by investing
      activities                                     (106)              (75)

     Financing activities:
       Issuance of common shares                        6                 6
       Issuance of long-term debt                       1                 -
       Retirement of long-term debt                   (43)               (6)
       Net inc./(dec.) in short-term
        debt excluding current
        maturities on long-term debt                   56                 1
       Other                                            1                 1
     Net cash provided by financing
      activities                                       21                 2

     Effect of foreign exchange rate
      changes on cash and cash
      equivalents                                      (2)               (4)

     Inc./(dec.) in cash and cash
      equivalents                                    (125)               58
     Cash and cash equivalents,
      January 1                                       214               145
     Cash and cash equivalents,
      September 30                                    $89              $203

     Cash paid during the period for
      interest                                        $94              $106
     Cash paid during the period for
      income taxes                                    $16               $15

                              TENNECO AUTOMOTIVE              ATTACHMENT 2
              RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA
                                Unaudited

                                                     Q3 2005
                                           North   Europe     Asia
                                          America   & SA    Pacific   Total
  Net income                                                           $10

  Income tax expense                                                     7

  Interest expense (net of interest
   capitalized)                                                         33

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            37        9        4       50

  Depreciation and amortization of
   other intangibles                         22       19        3       44

  Total EBITDA(2)                           $59      $28       $7      $94

                                                     Q3 2004
                                           North   Europe     Asia
                                          America   & SA    Pacific   Total
  Net income                                                            $6

  Minority interest                                                      1

  Income tax expense                                                     2

  Interest expense (net of interest
   capitalized)                                                         35

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                            31       10        3       44

  Depreciation and amortization              23       17        2       42

  Total EBITDA                              $54      $27       $5      $86

  (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.

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

                                   Q3 2005                Q3 2004
                          EBITDA       Net    Per   EBITDA       Net    Per
                           (3)   EBIT Income Share   (3)   EBIT Income Share
  Earnings Measures         $94   $50   $10  $0.23   $86   $44    $6  $0.14

  Adjustments (reflects
   non-GAAP measures):
    Restructuring and
     restructuring related
     expenses                 2     2     2   0.04     2     2     2   0.04
    Tax adjustments           -     -     -    -       -     -    (1) (0.02)
  Non-GAAP earnings
   measures                 $96   $52   $12  $0.27   $88   $46    $7  $0.16

                                                         Q3 2005
                                                  North Europe  Asia
                                                America  & SA  Pacific Total
  EBIT                                              $37    $9    $4     $50
   Restructuring and
    restructuring related
    expenses                                                2     -       2
  Adjusted EBIT                                     $37   $11    $4     $52

                                                         Q3 2004
                                                  North Europe  Asia
                                                America  & SA  Pacific Total

  EBIT                                              $31   $10    $3     $44
   Restructuring and
    restructuring related
    expenses                                        -       2     -       2
  Adjusted EBIT                                     $31   $12    $3     $46

  (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
      third 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.

                              TENNECO AUTOMOTIVE                ATTACHMENT 2
                RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA
                                  Unaudited

                                                     YTD 2005
                                          North    Europe     Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $50

  Minority interest                                                       1

  Income tax expense                                                     29

  Interest expense (net of interest
   capitalized)                                                          97

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                             126      41        10     177

  Depreciation and amortization of
   other intangibles                           68      57         9     134

  Total EBITDA(2)                            $194     $98       $19    $311

                                                     YTD 2004
                                          North    Europe     Asia
                                         America    & SA    Pacific   Total
  Net income                                                            $34

  Minority interest                                                       4

  Income tax expense                                                     11

  Interest expense (net of interest
   capitalized)                                                         104

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                             111      26        16     153

  Depreciation and amortization                71      52         8     131

  Total EBITDA                               $182     $78       $24    $284

  (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.

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

                                  YTD 2005                 YTD 2004
                          EBITDA       Net    Per  EBITDA       Net    Per
                           (3)   EBIT Income Share  (3)   EBIT Income Share
  Earnings Measures        $311  $177   $50  $1.11  $284  $153   $34  $0.78

  Adjustments (reflects
   non-GAAP measures):
   Restructuring and
    restructuring related
    expenses                  7     7     5   0.11    12    12     8   0.18
   New Aftermarket
    customer changeover
    costs                     -     -     -    -       8     8     5   0.13
   Consulting fees indexed
    to stock price            -     -     -    -       4     4     3   0.06
   Tax adjustments            -     -     1   0.02     -     -    (6) (0.14)
  Non-GAAP earnings
   measures                $318  $184   $56  $1.24  $308  $177   $44  $1.01

                                                        YTD 2005
                                                North  Europe  Asia
                                               America  & SA  Pacific Total
  EBIT                                            $126   $41   $10   $177
   Restructuring and
    restructuring related
    expenses                                         2     5     -      7
  Adjusted EBIT                                   $128   $46   $10   $184

                                                         YTD 2004
                                                North  Europe  Asia
                                               America  & SA  Pacific Total
  EBIT                                            $111   $26   $16   $153
   Restructuring and
    restructuring related
    expenses                                         3     9     -     12
   New Aftermarket
    customer changeover
    costs                                            8     -     -      8
   Consulting fees indexed
    to stock price                                   2     1     1      4
  Adjusted EBIT                                   $124   $36   $17   $177

  (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.

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

                                                   Q3 2005
                                                         Pass-      Revenues
                                                         through   Excluding
                                                         Sales      Currency
                                              Revenues   Excluding  and Pass
                                    Currency  Excluding  Currency   -through
                          Revenues  Impact    Currency   Impact      Sales
  North America Original
   Equipment
     Ride Control           $120       $-      $120          $-      $120
     Exhaust                 249        3       246          69       177
     Total North America
      Original
      Equipment              369        3       366          69       297

  North America Aftermarket
     Ride Control             90        -        90           -        90
     Exhaust                  43        -        43           -        43
     Total North America
      Aftermarket            133        -       133           -       133

  Total North America        502        3       499          69       430

  Europe Original Equipment
     Ride Control             84(a)     3        81           -        81(a)
     Exhaust                 257        1       256          76       180
     Total Europe Original
      Equipment              341        4       337          76       261

  Europe Aftermarket
     Ride Control             46        -        46           -        46
     Exhaust                  51        -        51           -        51
     Total Europe
      Aftermarket             97        -        97           -        97

  South America & India       62        8        54           6        48

  Total Europe &
   South America             500       12       488          82       406

  Asia                        38        -        38          10        28

  Australia                   56        4        52           4        48

  Total Asia Pacific          94        4        90          14        76

  Total Tenneco
   Automotive             $1,096      $19    $1,077        $165      $912

                                                     Q3 2004
                                                         Pass-      Revenues
                                                         through   Excluding
                                                         Sales      Currency
                                              Revenues   Excluding  and Pass
                                    Currency  Excluding  Currency   -through
                          Revenues  Impact    Currency   Impact      Sales

  North America Original
   Equipment
     Ride Control           $108     $-         $108       $-        $108
     Exhaust                 230      -          230       71         159
     Total North America
      Original
       Equipment             338      -          338       71         267

  North America Aftermarket
     Ride Control             83      -           83        -          83
     Exhaust                  44      -           44        -          44
     Total North America
      Aftermarket            127      -          127        -         127

  Total North America        465      -          465       71         394

  Europe Original Equipment
     Ride Control             81(a)   -           81        -          81(a)

     Exhaust                 224      -          224       74         150
     Total Europe Original
      Equipment              305      -          305       74         231

  Europe Aftermarket
     Ride Control             44      -           44        -          44
     Exhaust                  50      -           50        -          50
     Total Europe
      Aftermarket             94      -           94        -          94

  South America & India       45      -           45        4          41

  Total Europe &
   South America             444      -          444       78         366

  Asia                        37      -           37       12          25

  Australia                   50      -           50        4          46

  Total Asia Pacific          87      -           87       16          71

  Total Tenneco
   Automotive               $996     $-         $996     $165        $831

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 third
      quarter of 2004, Tenneco Automotive recorded $15 million in revenues
      for this contract.

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

                                Nine Months Ended September 30, 2005
                                                         Pass-      Revenues
                                                         through   Excluding
                                                         Sales      Currency
                                              Revenues   Excluding  and Pass
                                    Currency  Excluding  Currency   -through
                          Revenues  Impact    Currency   Impact      Sales

  North America Original
   Equipment
    Ride Control            $378     $-        $378       $-         $378
    Exhaust                  756      8         748      204          544
    Total North America
     Original Equipment    1,134      8       1,126      204          922

  North America
   Aftermarket
    Ride Control             284      -         284        -          284
    Exhaust                  125      -         125        -          125
    Total North America
     Aftermarket             409      -         409        -          409

  Total North America      1,543      8       1,535      204        1,331

  Europe Original
   Equipment
    Ride Control             291(a)  19         272        -          272(a)
    Exhaust                  813     27         786      236          550
    Total Europe Original
     Equipment             1,104     46       1,058      236          822

  Europe Aftermarket
    Ride Control             134      3         131        -          131
    Exhaust                  154      4         150        -          150
    Total Europe
     Aftermarket             288      7         281        -          281

  South America & India      172     18         154       13          141

  Total Europe &
   South America           1,564     71       1,493      249        1,244

  Asia                       108      1         107       34           73

  Australia                  162      9         153       13          140

  Total Asia Pacific         270     10         260       47          213

  Total Tenneco
   Automotive             $3,377    $89      $3,288     $500       $2,788

                                Nine Months Ended September 30, 2004
                                                         Pass-      Revenues
                                                         through   Excluding
                                                         Sales      Currency
                                              Revenues   Excluding  and Pass
                                    Currency  Excluding  Currency   -through
                          Revenues  Impact    Currency   Impact      Sales
  North America Original
   Equipment
    Ride Control            $346     $-        $346         $-       $346
    Exhaust                  752      -         752        243        509
    Total North America
     Original Equipment    1,098      -       1,098        243        855

  North America
   Aftermarket
    Ride Control             268      -         268          -        268
    Exhaust                  125      -         125          -        125
    Total North America
     Aftermarket             393      -         393          -        393

  Total North America      1,491      -       1,491        243      1,248

  Europe Original
   Equipment
    Ride Control             257(a)   -         257          -        257(a)
    Exhaust                  719      -         719        232        487
    Total Europe Original
     Equipment               976      -         976        232        744

  Europe Aftermarket
    Ride Control             133      -         133          -        133
    Exhaust                  144      -         144          -        144
    Total Europe
     Aftermarket             277      -         277          -        277

  South America & India      121      -         121         11        110

  Total Europe &
   South America           1,374      -       1,374        243      1,131

  Asia                       127      -         127         45         82

  Australia                  150      -         150         12        138

  Total Asia Pacific         277      -         277         57        220

  Total Tenneco
   Automotive             $3,142     $-      $3,142       $543     $2,599

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
      and third quarters of 2004, Tenneco Automotive recorded $30 million in
      revenues for this contract.