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Tenneco Reports First Quarter Results

-- Cash flow from operations improves $73 million year-over-year

-- European segment EBIT up 45%

-- North American aftermarket improves; revenue up 8%

-- Debt net of cash down $52 million year-over-year

LAKE FOREST, Ill., April 27 -- Tenneco Inc. reported first quarter 2006 net income of $7 million, or 14-cents per diluted share, versus $7 million, or 16-cents per diluted share in first quarter 2005. Adjusted for the items below, net income was $9 million, or 20-cents per diluted share, even with a year ago (see the tables attached to the press release, which reconcile GAAP results to non-GAAP results). This quarter's net income includes an expense of $1 million for adopting the new accounting standard for expensing stock-based compensation.

(Logo: http://www.newscom.com/cgi-bin/prnh/20051028/CGF002LOGO )

EBIT (earnings before interest, taxes and minority interest) was $42 million compared with $44 million in first quarter 2005. On an adjusted basis, EBIT was $49 million, up from $47 million a year ago. Currency had a $2 million negative impact on EBIT in the quarter, versus first quarter 2005. EBITDA (EBIT before depreciation and amortization) was $86 million, compared with $90 million the previous year. Adjusted EBITDA was $93 million, even with first quarter 2005. Currency had a $3 million negative impact on EBITDA in the quarter, versus first quarter 2005.

Cash used by operations in the quarter was an outflow of $23 million, reflecting the seasonality of the business, compared with an outflow of $96 million for the same period one year ago. The $73 million improvement was driven by working capital improvements and reflects year-over-year improvement of $19 million in inventory and $46 million in cash from accounts payable.

The strong cash performance resulted in debt net of cash of $1.288 billion, an improvement versus $1.340 billion a year ago. The ratio of debt net of cash balances to adjusted LTM (Last Twelve Months) EBITDA was 3.1, down from 3.3 for the same period last year. Total debt was $1.384 billion, down from $1.408 billion a year ago.

  Adjusted first quarter 2006 and 2005 results:

                              Q1 2006                     Q1 2005
                                   Net     Per                  Net     Per
                     EBITDA EBIT  Income  Share  EBITDA  EBIT  Income  Share
  Earnings Measures    $86  $42     $7    $0.14   $90    $44     $7    $0.16

  Adjustments
   (reflects non-
   GAAP measures):
     Restructuring
      and
      restructuring
      related expenses   6    6      4     0.09     3      3      2     0.04
     Stock based
      compensation
      accounting change  1    1      1     0.03     -      -      -        -
     Tax adjustments     -    -     (3)   (0.06)    -      -      -        -
  Non-GAAP earnings
   measures            $93  $49     $9    $0.20   $93    $47     $9    $0.20

  First quarter 2006 adjustments:
   -- Restructuring related expenses of $6 million pre-tax, or 9-cents per
      diluted share;
   -- Expense of $1 million, or 3-cents per diluted share, to adjust for new
      stock-based compensation accounting standard and the impact of a
      higher number of diluted shares outstanding due to the new accounting
      standard.
   -- Tax benefit of $3 million, or 6-cents per diluted share, primarily
      related to resolution of tax issues with former affiliates.

  First quarter 2005 adjustments:
   -- Restructuring related expenses of $3 million pre-tax, or 4-cents per
      diluted share.

Tenneco's first quarter revenue was $1.13 billion, up 3% year-over-year. Excluding the negative impact of currency and substrate sales, quarterly revenue increased 2%.

Tenneco's balanced global presence helped drive first quarter results with earnings gains in Europe; stronger North American aftermarket performance on higher ride control volumes; and increased OE revenues in China due to the ramp-up of new platform launches. The company's North American OE revenues and earnings were negatively impacted by the wind down on several emission control vehicle platforms. Also, an increase in substrate sales in the company's European OE emission control business had an impact on Europe's year-over-year earnings improvement. Tenneco's ongoing efforts to improve manufacturing efficiency and reduce costs partially offset the impact from these issues.

"Our earnings results reflect current North American market conditions including the earlier than anticipated wind down on a large platform. Additionally, unfavorable currency had a negative impact on our EBIT results and year-over-year comparison. However, our geographical balance helped offset North American OE market pressure as we continued to see improvement in our European operations, North American aftermarket and in China," said Mark P. Frissora, chairman, CEO and president, Tenneco. "We are also pleased with the momentum we maintained on key strategies - improving cash performance, reducing debt and controlling costs - as we prepare for significant new business launches scheduled for later this year."

The company's gross margin was 18.6%. The decrease from 19.3% in first quarter 2005 was driven by an increase in substrate sales, which, on average, carry lower margins; timing on recovering costs on some steel increases; $7 million in gross material cost increases; $3 million in restructuring costs; and $1 million in higher fuel surcharges, all of which offset improved manufacturing performance from Lean and Six Sigma efforts.

Sales, General, Administrative and Engineering (SGA&E) expense in the quarter improved to 10.9% of sales from 11.1% of sales for the prior year as the company benefited from spending controls and previously announced restructuring. SGA&E on an LTM basis was 10.5%, improved from 11.4% for the same period a year ago.

  NORTH AMERICA
   -- North American OE revenue was $374 million, slightly down from revenue
      of $375 million a year ago.  Excluding the impact of currency and
      substrate sales, revenue was $305 million, compared with $308 million
      in first quarter 2005.  (Tables to the press release reconcile GAAP
      revenues to revenues adjusted for substrate sales and currency.)
      Higher ride control revenues were offset by lower exhaust volumes,
      primarily due to the wind down on several exhaust platforms.
   -- North American aftermarket revenue increased 8% to $141 million from
      $130 million the previous year, driven by stronger ride control unit
      sales and higher pricing in both product lines.
   -- EBIT for North American operations was $34 million, down from
      $37 million in first quarter 2005.  Volume declines on key exhaust
      platforms more than offset improved manufacturing efficiencies and
      cost reduction efforts.  EBIT results reflect a negative currency
      impact of $1 million and $1 million in costs associated with preparing
      for new business launches later in the year.
   -- EBIT for first quarter 2006 includes $3 million in restructuring and
      $1 million for adopting the new accounting standard for stock-based
      compensation.  First quarter 2005 EBIT includes $2 million in
      restructuring.

  EUROPE, SOUTH AMERICA, INDIA
   -- European OE revenue was $387 million up from $381 a year ago.
      Adjusted for currency, substrate sales and a change in reporting for a
      customer contract, revenue was up 5% from the previous year, driven by
      higher volumes in both exhaust and ride control product lines.
   -- European aftermarket revenue declined to $75 million, versus
      $82 million the previous year.  Excluding the impact of currency,
      revenue was $81 million compared with $82 million in first quarter
      2005.  The decline was primarily due to slightly lower exhaust unit
      sales, which offset higher ride control sales and price increases in
      the exhaust business.
   -- South America and India revenue was $65 million, up from $51 million a
      year ago.  South America drove the increase with higher OE volumes and
      a slight increase in aftermarket ride control sales.  Adjusting for
      currency and substrate sales, revenue was $52 million, up from
      $47 million the prior year.
   -- EBIT for Europe, South America and India was $8 million, up from
      $5 million in first quarter 2005 as a result of improved manufacturing
      performance and continued benefits from restructuring and cost
      reduction efforts.  EBIT results reflect a negative currency impact of
      $1 million.
   -- EBIT included $1 million in restructuring costs in both first quarter
      2006 and 2005.

  ASIA PACIFIC
   -- Asia operations generated $50 million in revenue, a 45% increase from
      $35 million a year ago.  Newly launched platforms and 69% higher OE
      volumes in China drove the improvement.  Excluding substrate sales,
      revenue was $33 million compared with $22 million a year ago.
   -- Australian revenue was $40 million versus $47 million the prior year,
      largely the result of lower volumes due to the weakening Australian OE
      market and lower aftermarket sales.  Excluding the impact of currency
      and substrate sales, revenue was down 11%.
   -- Asia Pacific EBIT was breakeven, versus $2 million a year ago.
      Adjusted for $2 million in restructuring in first quarter 2006, EBIT
      was flat year-over-year.  Stronger OE volumes in China offset OE
      volume declines and lower aftermarket sales in Australia.

"Looking ahead, we are cautiously optimistic as we manage this year and prepare for significant growth in 2007," said Frissora. "We expect year-over- year profitability improvements to continue in our European operations as well as in the North American aftermarket. We will also begin to see early benefits in our North American OE businesses from significant new platforms scheduled to launch later this year, and our operations in China are expected to continue to grow."

   Attachment 1:
   Statements of Income - 3 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 Non-GAAP Measures - Ratio of Debt Net of Cash to
    Adjusted EBITDA- LTM
   Reconciliation of Non-GAAP Measures - SGA&E as Percent of Sales - LTM

  CONFERENCE CALL

The company will host a conference call on Thursday, April 27, 2006 at 10:30 a.m. EDT. The dial in number is 888-790-1408 (domestic) or 773-756-0157 (international). The pass code is Tenneco. The call and accompanying slides will be available on the financial section of the Tenneco web site at http://www.tenneco.com/ . A recording of the call will be available one hour following completion of the call on April 27, 2006. To access this recording, dial 866-422-8164 (domestic) or 203-369-0833 (international). The purpose of the call is to discuss the company's operations for the 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 web site.

2006 ANNUAL MEETING

Tenneco's annual meeting of shareholders will be on Tuesday, May 9, 2006 at 10:00 a.m. CDT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The meeting will also be available by webcast. To access the listen-only annual meeting webcast, go to the financial section of the company's website at least 15 minutes prior to the meeting to register and download any necessary software. The webcast will include an audio transmission of the proceedings and slides used in the speaker presentation. Voting will not be available electronically through the webcast.

Tenneco is a $4.4 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,000 employees worldwide. Tenneco 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 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.

This press release contains forward-looking statements. Words such as "estimates," "continue," "will," "plans," "outlook" and "goal" and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are:

(i) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products;

(ii) the overall highly competitive nature of the automotive parts industry, including pricing pressure from the company's OE customers and the loss of any awards of business, or the failure to obtain new awards of business, from our large customers, on which we are dependent for a substantial portion of our revenues; for example, Ford, from whom the company derived 12% of its 2005 net sales, recently announced a plan to significantly reduce the number of its global suppliers. While the company currently believes that its relationship with Ford will not be impacted by this plan, any significant reduction in sales to Ford could have a material adverse effect on the company;

(iii) the company's resultant inability to realize the sales represented by its awarded book of business which is based on anticipated pricing for the applicable program over its life, and is subject to increases or decreases due to changes in customer requirements, customer and consumer preferences, and the number of vehicles actually produced by customers;

(iv) increases in the costs of raw materials, including the company's ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;

(v) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector, and changes in consumer demand and prices, including longer product lives of automobile parts and the cyclicality of automotive production and sales of automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products;

(vi) the company's continued success in cost reduction and cash management programs and its ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans;

(vii) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including the strength of other currencies relative to the U.S. dollar and currency fluctuations and other risks associated with operating in foreign countries;

(viii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals;

(ix) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases), the amount of the company's debt, the ability of the company to access capital markets and the credit ratings of the company's debt;

(x) the cost and outcome of existing and any future legal proceedings, and compliance with changes in regulations, including environmental regulations;

(xi) workforce factors such as strikes or labor interruptions;

(xii) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers and the market;

(xiii) further changes in the distribution channels for the company's aftermarket products, further consolidations among automotive parts customers and suppliers, and product warranty costs;

(xiv) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;

(xv) acts of war, riots or terrorism, including, but not limited to the events taking place in the Middle East, the current military action in Iraq and the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where the company operates; and

(xvi) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-K for the year ended December 31, 2005. Further information can be found on the company's web site at http://www.tenneco.com/ .

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

                                          2006              2005
  Net sales and operating revenues      $1,132            $1,101

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)            921 (a)           888  (d)
     Engineering, Research and
      Development                           22                24
     Selling, General and
      Administrative                       101 (b)            98  (d)
     Depreciation and Amortization of
      Other Intangibles                     44                46
        Total Costs and Expenses         1,088             1,056

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          34 (a) (b)        37  (d)
     Europe & South America                  8 (a)             5  (d)
     Asia Pacific                            - (a)             2
                                            42                44
  Less:
    Interest expense (net of
     interest capitalized)                  34                32
    Income tax expense                       - (c)             4
    Minority interest                        1                 1
  Net Income                                 7                 7

  Average common shares outstanding:
    Basic                                 43.9              42.7
    Diluted                               46.7 (b)          45.0

  Earnings per share of common stock:
    Basic                                $0.15             $0.17

    Diluted                              $0.14 (b)         $0.16

  (a)  Includes restructuring and restructuring related charges of
       $6 million pre-tax, $4 million after tax or $0.09 per share, all of
       which is recorded in cost of sales.  Geographically, $3 million is
       recorded in North America, $1 million in Europe and South America and
       $2 million is recorded in Asia Pacific.

  (b)  Includes $1 million pre-tax and after tax increase in stock
       compensation expense associated with the adoption of FAS 123R.
       Adoption of this accounting standard also increased the calculated
       number of diluted shares by 0.6 million for a combined impact of
       $0.03 per share.

  (c)  Includes a $3 million or $0.06 per share tax benefit, primarily
       related to resolution of tax issues with former affiliates.

  (d)  Includes restructuring and restructuring related charges of
       $3 million pre-tax, $2 million after tax or $0.04 per share.  Of the
       charges, $2 million is recorded in cost of sales and the remaining
       $1 million is in SG&A.  Geographically, $2 million is recorded in
       North America and $1 million in Europe and South America.

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

                                   March 31, 2006     December 31, 2005

   Assets

      Cash and Cash Equivalents              $96                  $141

      Receivables, Net                       628 (a)               543 (a)

      Inventories                            392                   360

      Other Current Assets                   161                   153

      Investments and Other Assets           703                   700

      Plant, Property, and Equipment,
       Net                                 1,052                 1,043

      Total Assets                        $3,032                $2,940

  Liabilities and Shareholders' Equity

      Short-Term Debt                        $32                   $22

      Accounts Payable                       729                   651

      Accrued Taxes                           43                    31

      Accrued Interest                        33                    38

      Other Current Liabilities              212                   237

      Long-Term Debt                       1,352  (b)            1,356  (b)

      Deferred Income Taxes                   81                    86

      Deferred Credits and Other
       Liabilities                           367                   366

      Minority Interest                       26                    24

      Total Shareholders' Equity             157                   129

      Total Liabilities and
       Shareholders' Equity               $3,032                $2,940

                                   March 31, 2006     December 31, 2005

  (a) Accounts receivable
       securitization programs              $147                  $129

  (b) Long term debt composed of:  March 31, 2006     December 31, 2005

        Term loan B (Due 2010)              $356                  $356
        10.25% senior notes (Due 2013)       488                   489
        8.625% subordinated notes
         (Due 2014)                          500                   500
        Other long term debt                   8                    11

                                          $1,352                $1,356

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

                                                 Three Months Ended
                                                     March 31,
                                             2006                 2005

  Operating activities:
    Net income                                $7                    $7
    Adjustments to reconcile income
     to net cash used by operating
     activities -
       Depreciation and amortization
        of other intangibles                  44                    46
       Stock option expense                    1                     -
       Deferred income taxes                   5                    (4)
       Loss on sale of assets, net             1                     -
       Changes in components of
        working capital (net of
        acquisition)-
         (Inc.)/dec. in receivables          (82)                  (78)
         (Inc.)/dec. in inventories          (27)                  (46)
         (Inc.)/dec. in prepayments
          and other current assets           (14)                  (23)
         Inc./(dec.) in payables              67                    21
         Inc./(dec.) in taxes
          accrued                             (2)                    -
         Inc./(dec.) in interest
          accrued                             (4)                   (3)
         Inc./(dec.) in other
          current liabilities                (18)                   (8)
       Other                                  (1)                   (8)
  Net cash used by operating
   activities                                (23)                  (96)

  Investing activities:
    Net proceeds from sale of
     assets                                    -                     1
    Expenditures for plant,
     property & equipment                    (38)                  (32)
    Acquisition of business                    -                   (11)
    Expenditures for software-
     related intangibles                      (3)                   (3)
    Investments and other                      -                     3
  Net cash used by investing
   activities                                (41)                  (42)

  Financing activities:
    Issuance of common shares                  8                     2
    Retirement of long-term debt              (1)                  (41)
    Net inc./(dec.) in short-term
     debt excluding current
     maturities on long-term debt              9                    33
    Other                                      -                     1
  Net cash provided (used) by
   financing activities                       16                    (5)

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

  Decrease in cash and cash equivalents      (45)                 (146)
  Cash and cash equivalents,
   January 1                                 141                   214
  Cash and cash equivalents, March 31        $96                   $68

  Cash paid during the period for interest   $34                   $31
  Cash paid during the period for income
   taxes                                       -                    $7

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

                                                     Q1 2006
                                          North   Europe   Asia
                                         America   & SA   Pacific   Total
  Net income                                                           $7

  Minority interest                                                     1

  Income tax expense                                                    -

  Interest expense (net of interest
   capitalized)                                                        34

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           $34       $8      $-       42

  Depreciation and amortization of
   other intangibles                         22       19       3       44

  Total EBITDA(2)                           $56      $27      $3      $86

                                                     Q1 2005
                                          North   Europe   Asia
                                         America   & SA   Pacific   Total

  Net income                                                           $7

  Minority interest                                                     1

  Income tax expense                                                    4

  Interest expense (net of
   interest capitalized)                                               32

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                  $37       $5      $2       44

  Depreciation and
   amortization of other
   intangibles                               23       20       3       46

  Total EBITDA(2)                           $60      $25      $5      $90

  (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 has presented EBITDA because it regularly
      reviews EBITDA as a measure of the company's performance.  In
      addition, Tenneco believes its debt holders utilize and analyze our
      EBITDA for similar purposes.  Tenneco 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 INC.
        RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)
                                Unaudited

                                 Q1 2006                  Q1 2005
                          EBITDA      Net   Per   EBITDA       Net    Per
                           (3)  EBIT Income Share   (3)  EBIT Income Share
  Earnings Measures        $86  $42    $7   $0.14   $90  $44    $7   $0.16

  Adjustments (reflects
   non-GAAP measures):
     Restructuring and
      restructuring related
      expenses               6    6     4    0.09     3    3     2    0.04
     Stock based
      compensation
      accounting change      1    1     1    0.03     -    -     -       -
     Tax adjustments         -    -    (3)  (0.06)    -    -     -       -
  Non-GAAP earnings
   measures                $93  $49    $9   $0.20   $93  $47    $9   $0.20

                                                          Q1 2006
                                                 North  Europe  Asia
                                                America  & SA  Pacific Total

  EBIT                                              $34   $8    $-     $42
    Restructuring and
     restructuring related
     expenses                                         3    1     2       6
    Stock based
     compensation
     accounting change                                1    -     -       1
  Adjusted EBIT                                     $38   $9    $2     $49

                                                          Q1 2005
                                                 North  Europe  Asia
                                                America  & SA  Pacific Total

  EBIT                                              $37    5    $2     $44
    Restructuring and
     restructuring related
     expenses                                         2    1     -       3
  Adjusted EBIT                                     $39   $6    $2     $47

  (1) Generally Accepted Accounting Principles

  (2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings
      measures primarily to reflect the results for the first quarters of
      2006 and 2005 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.

      In addition, 2006 includes adjustments to eliminate the additional
      stock based compensation expense and the impact on the diluted shares
      calculation associated with FAS 123R, which the company adopted in
      2006.  The company plans to continue making this adjustment for the
      remainder of 2006 to enhance investors' understanding of the
      comparability between 2006 and 2005 results.  See also Attachment I,
      Statements of Income footnote (b).

  (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 has presented EBITDA because it regularly
      reviews EBITDA as a measure of the company's performance.  In
      addition, Tenneco believes its debt holders utilize and analyze our
      EBITDA for similar purposes.  Tenneco 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 INC.
       RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                Unaudited

                                                 Q1 2006
                                                                Revenues
                                                     Substrate  Excluding
                                                     Sales      Currency
                                          Revenues   Excluding  and
                                Currency  Excluding  Currency   Substrate
                      Revenues  Impact    Currency   Impact     Sales
  North America
   Original Equipment
     Ride Control         $131       $-       $131        $-       $131
     Exhaust               243        3        240        66        174
     Total North
      America Original
      Equipment            374        3        371        66        305

  North America
   Aftermarket
     Ride Control          101        -        101         -        101
     Exhaust                40        -         40         -         40
     Total North America
      Aftermarket          141        -        141         -        141

  Total North America      515        3        512        66        446

  Europe Original Equipment
     Ride Control           95  (a)  (6)       101         -        101  (a)
     Exhaust               292      (19)       311       111        200
     Total Europe Original
      Equipment            387      (25)       412       111        301

  Europe Aftermarket
     Ride Control           36       (2)        38         -         38
     Exhaust                39       (4)        43         -         43
     Total Europe
      Aftermarket           75       (6)        81         -         81

  South America & India     65        6         59         7         52

  Total Europe, South
   America & India         527      (25)       552       118        434

  Asia                      50        -         50        17         33

  Australia                 40       (2)        42         4         38

  Total Asia Pacific        90       (2)        92        21         71

  Total Tenneco Inc.    $1,132     $(24)    $1,156      $205       $951

                                                  Q1 2005
                                                                   Revenues
                                                      Substrate    Excluding
                                                      Sales        Currency
                                           Revenues   Excluding    and
                                 Currency  Excluding  Currency     Substrate
                       Revenues  Impact    Currency   Impact       Sales
  North America
   Original Equipment
     Ride Control         $127       $-       $127        $-       $127
     Exhaust               248        -        248        67        181
     Total North
      America Original
      Equipment            375        -        375        67        308

  North America Aftermarket
     Ride Control           91        -         91         -         91
     Exhaust                39        -         39         -         39
     Total North America
      Aftermarket          130        -        130         -        130

  Total North America      505        -        505        67        438

  Europe Original Equipment
     Ride Control          109  (a)   -        109         -        109  (a)
     Exhaust               272        -        272        79        193
     Total Europe Original
      Equipment            381        -        381        79        302

  Europe Aftermarket
     Ride Control           37        -         37         -         37
     Exhaust                45        -         45         -         45
     Total Europe
      Aftermarket           82        -         82         -         82

  South America & India     51        -         51         4         47

  Total Europe, South
   America & India         514        -        514        83        431

  Asia                      35        -         35        13         22

  Australia                 47        -         47         4         43

  Total Asia Pacific        82        -         82        17         65

  Total Tenneco Inc.    $1,101       $-     $1,101      $167       $934

      Tenneco 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, substrate sales
      which the company previously referred to as pass-through sales include
      precious metals pricing, which may be volatile.  Substrate sales occur
      when, at the direction of its OE customers, Tenneco purchases
      catalytic converters or components thereof from suppliers, uses them
      in its manufacturing processes and sells them as part of the completed
      system.  While Tenneco original equipment customers assume the risk of
      this volatility, it impacts reported revenue.  Excluding substrate
      sales removes this impact.  Tenneco uses this information to analyze
      the trend in revenues before these factors.  Tenneco 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 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 first
      quarter of 2005, Tenneco Inc. recorded $15 million in revenues for
      this contract.

                               TENNECO INC.
                   RECONCILIATION OF NON-GAAP MEASURES
                 Debt net of cash / Adjusted EBITDA - LTM

                                             Quarter Ended March 31

                                               2006          2005

  Total debt                                  $1,384        $1,408

  Cash and cash equivalents                       96            68

  Debt net of cash balances (1)                1,288         1,340

  Adjusted LTM EBITDA                            414           404

  Ratio of net debt to adjusted LTM
   EBITDA (2)                                   3.1x           3.3x

                                        Q2 05  Q3 05  Q4 05  Q1 06  Q1 06
                                                                     LTM

  Net income                              33      10     8       7    58

  Minority interest                        -       -     1       1     2

  Income tax expense                      18       7    (4)      -    21

  Interest expense (net of interest
   capitalized)                           32      33    33      34   132

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                         83      50    38      42   213

  Depreciation and amortization of
   other intangibles                      44      44    43      44   175

  Total EBITDA(3)                        127      94    81      86   388

  Restructuring and restructuring
   related expenses                        2       2     5       6    15
  Stock based compensation accounting
   change                                  -       -     -       1     1
  New Aftermarket customer changeover
   costs                                   -       -    10       -    10

  Total Adjusted EBITDA (4)              129      96    96      93   414

                                        Q2 04  Q3 04  Q4 04  Q1 05  Q1 05
                                                                     LTM

  Net income                              30       6   (19)      7    24

  Minority interest                        2       1     -       1     4

  Income tax expense                      10       2   (35)      4   (19)

  Interest expense (net of interest
   capitalized)                           34      35    75      32   176

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                         76      44    21      44   185

  Depreciation and amortization of
   other intangibles                      44      42    46      46   178

  Total EBITDA(3)                        120      86    67      90   363

  Restructuring and restructuring
   related expenses                        5       2    28       3    38
  New Aftermarket customer changeover
   costs                                   2       -     -       -     2
  Consulting fees indexed to stock
   price                                   1       -     -       -     1

  Total adjusted EBITDA(4)               128      88    95      93   404

  (1) Tenneco presents debt net of cash balances because management
      believes it is a useful measure of Tenneco's credit position and
      progress toward reducing leverage.  The calculation is limited in that
      the company may not always be able to use cash to repay debt on a
      dollar-for dollar basis.

  (2) Tenneco presents the above reconciliation of the ratio debt net of
      cash to the last twelve months (LTM) of adjusted EBITDA to show trends
      that investors may find useful in understanding the company's ability
      to service its debt.  For purposes of this calculation, adjusted LTM
      EBITDA is used as an indicator of the company's performance over
      the most recent twelve months and debt net of cash is presented as an
      indicator of our credit position and progress toward reducing our
      financial leverage.  LTM adjusted EBITDA is used to reflect annual
      values and remove seasonal fluctuations.  This reconciliation is
      provided as supplemental information and not intended to replace the
      company's existing covenant ratios or any other financial measures
      that investors may find useful in describing the company's financial
      position. See notes (1), (3) and (4) for a description of the
      limitations of using debt net of cash, EBITDA and adjusted EBITDA.

  (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 Inc. has presented EBITDA because it regularly
      reviews EBITDA as a measure of the company's performance.  In
      addition, Tenneco believes its debt holders utilize and analyze our
      EBITDA for similar purposes.  Tenneco 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.

  (4) Adjusted EBITDA is presented in order to reflect the results in a
      manner that allows a better understanding of operational activities
      separate from the financial impact of decisions made for the long term
      benefit of the company and other items impacting comparability between
      the periods.  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. 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. In addition,
      2006 includes adjustments to eliminate the additional stock based
      compensation expense and the impact on the diluted shares calculation
      associated with FAS 123R, which the company adopted in 2006.  The
      company plans to continue making this adjustment for the remainder of
      2006 to enhance investors' understanding of the comparability between
      2006 and 2005 results.  See also Attachment I, Statements of Income
      footnote (b).

                               TENNECO INC.
                   RECONCILIATION OF NON-GAAP MEASURES
                     SGA&E as Percent of Sales - LTM

                                                                      Q1 06
                                          Q2 05  Q3 05  Q4 05  Q1 06   LTM

  Revenues                                1,180  1,096  1,064  1,132  4,472

  Engineering, research, and development     18     22     19     22     81

  Selling, general, and administrative       93     96     98    101    388

  Total SGA&E                               111    118    117    123    469

  SGA&E as Percent of Sales                                           10.5%

                                                                      Q1 05
                                          Q2 04  Q3 04  Q4 04  Q1 05   LTM

  Revenues                                1,113    996  1,071  1,101  4,281

  Engineering, research, and
   development                               19     20     20     24     83

  Selling, general, and administrative      100     93    115     98    406

  Total SGA&E                               119    113    135    122    489

  SGA&E as Percent of Sales                                            11.4%

   Tenneco presents the above reconciliation of the last twelve months
   (LTM) of selling, general, administrative and engineering (SGA&E)
   expenses as a percentage of revenues to provide information investors may
   find useful in measuring the company's progress toward its goals
   to lower selected operating expenses supported by existing revenues.  LTM
   values are used to highlight annual trends and remove seasonal
   fluctuations.  This reconciliation is provided as supplemental
   information and not as a replacement for any other financial ratios that
   investors may find useful for measuring the company's operating
   performance.
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