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Tenneco Reports Solid Second Quarter Results

-- Global aftermarket revenue increases 7%

-- European segment EBIT up 34%

-- Gross margin improves to 20.5%

LAKE FOREST, Ill., July 27 -- Tenneco Inc. reported second quarter 2006 net income of $24 million, or 53-cents per diluted share, versus $33 million, or 71-cents per diluted share one year ago. Adjusted for the items below, net income was $33 million, or 73-cents per diluted share, compared with $35 million, or 77-cents per diluted share in second quarter 2005 (see the attached tables, which reconcile GAAP results to non-GAAP results).

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

EBIT (earnings before interest, taxes and minority interest) was $73 million, versus $83 million in second quarter 2005. On an adjusted basis, EBIT was $87 million, versus $85 million a year ago. EBITDA (EBIT before depreciation and amortization) was $120 million, compared with $127 million the previous year. Adjusted EBITDA was $134 million, compared with second quarter 2005 adjusted EBITDA of $129 million.

Although adjusted EBIT and EBITDA were up year-over-year, adjusted net income declined with the impact of higher interest costs on the company's variable rate debt and increased minority interest expense due to growth in the company's China joint ventures.

Tenneco said its strong geographic and market balance, and diverse customer base helped the company produce solid results in light of challenging original equipment market conditions in North America and Australia. The company's European segment, the global aftermarket and China operations delivered improved revenue and earnings performance, partially offsetting the impact of lower OE volumes in North America and higher material costs globally. The company was also aided in the quarter by ongoing efforts to improve operational efficiency through Lean manufacturing and Six Sigma programs, and tight control of discretionary spending.

  Adjusted second quarter 2006 and 2005 results:

                                   Q2 2006                  Q2 2005
                                       Net    Per               Net    Per
                          EBITDA EBIT Income Share EBITDA EBIT Income Share

   Earnings Measures       $120   $73   $24  $0.53  $127   $83   $33  $0.71

   Adjustments (reflects
    non-GAAP measures):
      Restructuring and
       restructuring
       related expenses       8     8     5   0.12     2     2     1   0.03
      New Aftermarket
       customer changeover
       costs                  6     6     4   0.08     -     -     -      -
      Tax adjustments         -     -     -      -     -     -     1   0.03
   Non-GAAP earnings
    measures               $134   $87   $33  $0.73  $129   $85   $35  $0.77

  Second quarter 2006 adjustments:
  -- Restructuring and restructuring related expenses of $8 million pre-tax,
     or 12-cents per diluted share;
  -- Aftermarket customer changeover costs of $6 million pre-tax, or 8-cents
     per diluted share.

  Second quarter 2005 adjustments:
  -- Restructuring and restructuring related expenses of $2 million pre-tax,
     or 3-cents per diluted share;
  -- Tax expense of $1 million, or 3-cents per diluted share, primarily
     related to adjusting state tax net operating loss carry forwards.

Tenneco reported second quarter revenue of $1.22 billion, up from $1.18 billion a year ago. Favorable currency benefited revenue by $19 million. Excluding the impact of currency and substrate sales, revenue was down about 1%.

Cash flow generated from operations in the quarter was $80 million, compared with $32 million in second quarter 2005 when the discontinuation of the General Motors Advanced Payment Program negatively impacted cash performance. This improved cash performance has allowed the company to make additional capital investments for significant growth expected in 2007.

Debt net of cash was $1.246 billion, down from $1.346 billion a year ago. The ratio of debt net of cash balances to adjusted LTM (Last Twelve Months) EBITDA was 3.0, versus 3.3 for the same period last year. At quarter-end, total debt decreased to $1.369 billion from $1.412 billion a year ago.

Tenneco's gross margin in the quarter was 20.5%, an improvement over 20.3% a year ago. Operational improvements and the impact of higher margin North American aftermarket ride control sales more than offset higher restructuring costs; the impact of increased European substrate sales on high volume platforms; and $8 million related to higher gross material costs.

Sales, General, Administrative and Engineering (SGA&E) expense in the quarter was 10.6% of sales versus 9.4% in second quarter 2005. SGA&E expense for the quarter as a percentage of LTM sales was 10.8%, an improvement from 11.1% for the same period a year ago. SGA&E in the quarter was impacted by restructuring and aftermarket customer changeover costs.

  NORTH AMERICA
  -- North America OE revenue was $367 million, down from revenue of
     $390 million a year ago.  Excluding the impact of currency, revenue was
     $365 million (the attached tables reconcile GAAP revenues to revenues
     adjusted for substrate sales and currency.)  The decrease was primarily
     the result of lower exhaust volumes due to OE production declines and
     the build out on several key exhaust platforms, which more than offset
     stronger heavy duty ride control volumes and the ramp-up of a major
     ride control platform.
  -- North America aftermarket revenue increased 8% to $157 million, versus
     $146 million a year ago.  The increase was driven by higher ride
     control volumes and price increases in both the ride control and
     exhaust product lines.  Business from previously announced new
     customers generated $3 million of the revenue increase.
  -- EBIT for North American operations was $37 million, compared with
     $52 million in second quarter 2005.  Second quarter 2006 EBIT includes
     $4 million in restructuring costs and $6 million for aftermarket
     customer changeover costs.
  -- In addition to the negative impact of restructuring and aftermarket
     customer changeover costs, EBIT was impacted by lower OE exhaust
     volumes and higher material costs, which more than offset manufacturing
     efficiency improvements and cost reduction efforts.

  EUROPE, SOUTH AMERICA AND INDIA
  -- Europe OE revenue was $412 million, up from $382 million a year ago.
     Excluding the impact of currency, revenue was up almost 5%.  Substrate
     sales as a percentage of revenue increased to 37% of total Europe OE
     emission control revenue from 31% a year ago due to an increase in
     diesel aftertreatment and hot-end exhaust business.
  -- Europe aftermarket revenue was $118 million, up 9% from $109 million in
     second quarter 2005 and up 7% excluding the impact of currency.  The
     increase was driven by stronger ride control volumes and price
     increases and market share gains in the exhaust business.
  -- South America and India revenue was $66 million, up from $59 million
     the previous year. Higher volumes in South America and India and a
     $4 million positive currency impact in South America drove the
     increase.
  -- EBIT for Europe, South America and India was $34 million, a 34%
     increase over $27 million a year ago.  EBIT benefited from $1 million
     in currency.
  -- EBIT included $3 million in restructuring costs compared with
     $2 million in second quarter 2005.
  -- The significant EBIT improvement, despite a higher percentage of
     substrate sales, was primarily driven by better manufacturing
     performance, particularly in the European OE emission control business;
     higher aftermarket sales; and tight spending controls.

  ASIA PACIFIC
  -- Asia revenue was $58 million, a 60% increase over $35 million a year
     ago, mainly driven by higher OE exhaust sales in China including new
     platform launches.   Excluding substrate sales, revenue was up 51%
     year-over-year.
  -- Australia revenue was $44 million, down 26% from $59 million in second
     quarter 2005, primarily driven by a sharp decline in OE volumes with
     domestic industry production down almost 25% compared with the previous
     year.  Lower aftermarket sales also negatively impacted revenue.
  -- Asia Pacific EBIT was $2 million, versus $4 million a year ago. Second
     quarter 2006 EBIT included $1 million in restructuring costs.
  -- The EBIT decline was the result of lower OE volumes in Australia and
     higher workers compensation costs in Australia, which more than offset
     operational improvements in Asia OE operations and the benefit from new
     business launches in China.

  YEAR-TO-DATE RESULTS

Like other auto suppliers, Tenneco has faced a difficult environment through the first half of 2006. The company's strong global manufacturing and distribution footprint; presence in a variety of markets; and diverse customer base have helped mitigate market pressures, particularly in North America and Australia. In addition, the company has benefited from its focus on consistent strategies for improving cash performance, optimizing operations, and controlling costs, while preparing for a significant growth year in 2007.

Through the first half of 2006, Tenneco reported net income of $31 million, or 67-cents per diluted share, versus net income of $40 million, or 88-cents per diluted share for the first six months of 2005. On an adjusted basis, year-to-date net income was $42 million, or 94-cents per diluted share, compared with $44 million, or 97-cents per diluted share a year ago.

Year-to-date EBIT was $115 million compared with EBIT of $127 million for the first half of 2005. Adjusted year-to-date EBIT was $136 million compared with $132 million the previous year. EBITDA was $206 million, versus $217 million a year ago. Adjusted EBITDA was $227 million for the first half of 2006, versus $222 million for the same period a year ago.

OUTLOOK

Tenneco anticipates that the North American and Australian OE markets will continue to be challenging with revenue and earnings pressure from lower OE production rates through the remainder of the year. The company hopes to counter the impact of market downturns with its European segment and China operations. The company also intends to stay focused on factors within its control - intensely managing costs; continuously improving manufacturing efficiency; and leveraging global supply chain spending.

Tenneco remains committed to its goal of de-leveraging by reducing net debt to adjusted EBITDA to 2.8X by the end of the year.

   Attachment 1:
   Statements of Income - 3 Months
   Statements of Income - 6 Months
   Balance Sheets
   Statements of Cash Flows - 6 Months

   Attachment 2:
   Reconciliation of GAAP Net Income to EBITDA - 3 Months
   Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 Months
   Reconciliation of GAAP Net Income to EBITDA - 6 Months
   Reconciliation of GAAP to Non-GAAP Earnings Measures - 6 Months
   Reconciliation of GAAP Revenues to Non-GAAP Revenues - 3 Months
   Reconciliation of GAAP Revenues to Non-GAAP Revenues - 6 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, July 27, 2006 at 10:30 a.m. EDT. The dial-in number is 888-790-1408 (domestic) or 773-756-0157 (international). The passcode 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 July 27, 2006. To access this recording, dial 800-262-5125 (domestic) or 402-220-9716 (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.

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 "hopes," "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/ .

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

                                         2006              2005
  Net sales and operating revenues      $1,222            $1,180

  Costs and Expenses
    Cost of Sales (exclusive of
     depreciation shown below)             972 (a)           941  (c)
    Engineering, Research and Development   22                18
    Selling, General and Administrative    107 (a) (b)        93
    Depreciation and Amortization of
     Other Intangibles                      47                44
       Total Costs and Expenses          1,148             1,096

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          37 (a) (b)        52
     Europe & South America                 34 (a)            27  (c)
     Asia Pacific                            2 (a)             4
                                            73                83
  Less:
    Interest expense (net of
     interest capitalized)                  33                32
     Income tax expense                     15                18  (d)
     Minority interest                       1                 -
  Net Income                                24                33

  Average common shares outstanding:
    Basic                                 44.5              43.0
    Diluted                               47.2              45.1

  Earnings per share of common stock:
    Basic                                $0.56             $0.75

    Diluted                              $0.53             $0.71

  (a)  Includes restructuring and restructuring related charges of
       $8 million pre-tax, $5 million after tax or $0.12 per share.  Of the
       adjustment $7 million is recorded in cost of sales and $1 million is
       recorded in SG&A.  Geographically, $4 million is recorded in North
       America, $3 million in Europe and South America and $1 million is
       recorded in Asia Pacific.
  (b)  Includes customer changeover costs of $6 million pre-tax, $4 million
       after-tax or $0.08 per share.
  (c)  Includes restructuring and restructuring related charges of
       $2 million pre-tax, $1 million after tax or $0.03 per share.  The
       entire $2 million adjustment is recorded in cost of sales and
       geographically in Europe and South America.
  (d)  Includes a $1 million or $0.03 per share tax expense primarily
       related to adjusting state tax net operating loss carry forwards.

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

                                         2006              2005
  Net sales and operating revenues      $2,354            $2,281

  Costs and Expenses
    Cost of Sales (exclusive of
     depreciation shown below)           1,893 (a)         1,829  (e)
    Engineering, Research and
     Development                            44                42
    Selling, General and
     Administrative                        208 (a)(b)(c)     191  (e)
    Depreciation and Amortization of
     Other Intangibles                      91                90
       Total Costs and Expenses          2,236             2,152

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          71 (a)(b)(c)      89  (e)
     Europe & South America                 42 (a)            32  (e)
     Asia Pacific                            2 (a)             6
                                           115               127
  Less:
    Interest expense (net of
     interest capitalized)                  67                64
    Income tax expense                      15 (d)            22 (f)
    Minority interest                        2                 1
  Net Income                                31                40

  Average common shares outstanding:
    Basic                                 44.2              42.8
    Diluted                               46.9 (b)          45.0

  Earnings per share of common stock:
    Basic                                $0.71             $0.92

    Diluted                              $0.67 (b)         $0.88

  (a)  Includes restructuring and restructuring related charges of
       $14 million pre-tax, $9 million after tax or $0.21 per share, of
       which $13 million is recorded in cost of sales and $1 million is
       recorded in SG&A.  Geographically, $7 million is recorded in North
       America, $4 million in Europe and South America and $3 million 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 customer changeover costs of $6 million pre-tax, $4 million
       after-tax or $0.09 per share.
  (d)  Includes a $3 million or $0.06 per share tax benefit, primarily
       related to resolution of tax issues.
  (e)  Includes restructuring and restructuring related charges of
       $5 million pre-tax, $3 million after tax or $0.07 per share.  Of the
       charges, $4 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 $3 million in Europe and South America.
  (f)  Includes a $1 million or $0.02 per share tax expense primarily
       related to adjusting state tax net operating loss carry forwards.

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

                                    June 30, 2006      December 31, 2005

  Assets

    Cash and Cash Equivalents                $123                   $141

    Receivables, Net                          659 (a)                543 (a)

    Inventories                               414                    360

    Other Current Assets                      178                    153

    Investments and Other Assets              707                    700

    Plant, Property, and Equipment, Net     1,084                  1,043

    Total Assets                           $3,165                 $2,940

  Liabilities and Shareholders' Equity

    Short-Term Debt                           $20                    $22

    Accounts Payable                          769                    651

    Accrued Taxes                              50                     31

    Accrued Interest                           39                     38

    Other Current Liabilities                 235                    237

    Long-Term Debt                          1,349  (b)             1,356 (b)

    Deferred Income Taxes                      80                     86

    Deferred Credits and Other
     Liabilities                              378                    366

    Minority Interest                          26                     24

    Total Shareholders' Equity                219                    129

    Total Liabilities and
     Shareholders' Equity                  $3,165                 $2,940

                                     June 30, 2006        December 31, 2005

  (a) Accounts receivable
       securitization programs               $148                   $129

  (b) Long term debt composed of:    June 30, 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                    5                     11

                                           $1,349                 $1,356

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

                                                    Six Months Ended
                                                         June 30,
                                                 2006               2005

  Operating activities:
    Net income                                    $31                $40
    Adjustments to reconcile net income
     to net cash provided (used) by
     operating activities -
       Depreciation and amortization of
        other intangibles                          91                 90
       Stock option expense                         2                  -
       Deferred income taxes                        8                 (5)
       Loss on sale of assets, net                  2                  1
       Changes in components of working capital
        (net of acquisition)-
          (Inc.)/dec. in receivables             (102)              (200)
          (Inc.)/dec. in inventories              (40)               (33)
          (Inc.)/dec. in prepayments and other
           current assets                         (27)               (19)
          Inc./(dec.) in payables                  90                 64
          Inc./(dec.) in taxes accrued              -                 19
          Inc./(dec.) in interest accrued           1                  2
          Inc./(dec.) in other current
           liabilities                             (4)               (10)
       Other                                        5                (13)
  Net cash provided (used) by
   operating activities                            57                (64)

  Investing activities:
    Net proceeds from sale of assets                2                  3
    Expenditures for plant, property & equipment  (87)               (63)
    Acquisition of business                         -                 (7)
    Expenditures for software-related intangibles  (6)               (11)
    Investments and other                           1                  2
  Net cash (used) by investing activities         (90)               (76)

  Financing activities:
    Issuance of common shares                      10                  4
    Retirement of long-term debt                   (2)               (42)
    Net inc./(dec.) in short-term debt excluding
     current maturities on long-term debt          (3)                34
    Other                                           2                  -
  Net cash provided (used) by financing
   activities                                       7                 (4)

  Effect of foreign exchange rate changes on
   cash and cash equivalents                        8                 (4)

  Decrease in cash and cash equivalents           (18)              (148)
  Cash and cash equivalents, January 1            141                214
  Cash and cash equivalents, June 30             $123                $66

  Cash paid during the period for interest        $67                $61
  Cash paid during the period for income taxes      7                $11

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

                                                      Q2 2006
                                          North   Europe    Asia
                                         America   & SA   Pacific   Total
  Net income                                                          $24

  Minority interest                                                     1

  Income tax expense                                                   15

  Interest expense (net of interest
   capitalized)                                                        33

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           $37      $34      $2       73

  Depreciation and amortization of
   other intangibles                         24       20       3       47

  Total EBITDA(2)                           $61      $54      $5     $120

                                                      Q2 2005

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

  Income tax expense                                                   18

  Interest expense (net of interest
   capitalized)                                                        32

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

  Depreciation and amortization of
   other intangibles                         23       18       3       44

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

  (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

                                   Q2 2006                  Q2 2005
                          EBITDA       Net    Per  EBITDA       Net    Per
                           (3)   EBIT Income Share  (3)   EBIT Income Share

  Earnings Measures        $120   $73   $24  $0.53  $127   $83   $33  $0.71

  Adjustments (reflects
   non-GAAP measures):
     Restructuring and
      restructuring
      related expenses        8     8     5   0.12     2     2     1   0.03
     New Aftermarket
      customer changeover
      costs (4)               6     6     4   0.08     -     -     -      -
     Tax adjustments          -     -     -      -     -     -     1   0.03
  Non-GAAP earnings
   measures                $134   $87   $33  $0.73  $129   $85   $35  $0.77

                                                            Q2 2006
                                                  North  Europe Asia
                                                America  & SA  Pacific Total

  EBIT                                               $37   $34    $2    $73
    Restructuring and
     restructuring
     related expenses                                  4     3     1      8
    New Aftermarket
     customer changeover
     costs (4)                                         6                  6
  Adjusted EBIT                                      $47   $37    $3    $87

                                                            Q2 2005
                                                  North  Europe Asia
                                                America  & SA  Pacific Total

  EBIT                                               $52    27    $4    $83
    Restructuring and
     restructuring
     related expenses                                  -     2     -      2
  Adjusted EBIT                                      $52   $29    $4    $85

  (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 second 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.

  (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.

  (4) Represents costs associated with changing new aftermarket customers
      from their prior suppliers to an inventory of our products.  Although
      our aftermarket business regularly incurs changeover costs, we
      specifically identify in the table above the changeover costs that,
      based on the size or number of customers involved, we believe are of
      an unusual nature for the quarter in which they were incurred.

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

                                                    YTD 2006
                                         North   Europe    Asia
                                        America   & SA   Pacific   Total
  Net income                                                          $31

  Minority interest                                                     2

  Income tax expense                                                   15

  Interest expense (net of interest
   capitalized)                                                        67

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                           $71      $42      $2      115

  Depreciation and amortization of
   other intangibles                         46       39       6       91

  Total EBITDA(2)                          $117      $81      $8     $206

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

  Minority interest                                                       1

  Income tax expense                                                     22

  Interest expense (net of interest
   capitalized)                                                          64

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

  Depreciation and amortization of other
   intangibles                                46       38        6       90

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

  (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

                                  YTD 2006                 YTD 2005
                          EBITDA       Net    Per  EBITDA       Net    Per
                           (3)   EBIT Income Share  (3)   EBIT Income Share

  Earnings Measures        $206  $115   $31  $0.67  $217  $127   $40  $0.88

  Adjustments (reflects
   non-GAAP measures):
     Restructuring and
      restructuring
      related expenses       14    14     9   0.21     5     5     3   0.07
     New Aftermarket
      customer changeover
      costs (4)               6     6     4   0.09     -     -     -      -
     Stock based
      compensation
      accounting change       1     1     1   0.03     -     -     -      -
     Tax adjustments          -     -    (3) (0.06)    -     -     1   0.02
  Non-GAAP earnings
   measures                $227  $136   $42  $0.94  $222  $132   $44  $0.97

                                                          YTD 2006
                                                  North  Europe  Asia
                                                 America  & SA Pacific Total

  EBIT                                               $71   $42    $2   $115
    Restructuring and
     restructuring
     related expenses                                  7     4     3     14
    New Aftermarket
     customer changeover
     costs (4)                                         6     -     -      6
    Stock based
     compensation
     accounting change                                 1     -     -      1
  Adjusted EBIT                                      $85   $46    $5   $136

                                                           YTD 2005
                                                  North  Europe  Asia
                                                 America  & SA Pacific Total

  EBIT                                               $89    32    $6   $127
    Restructuring and
     restructuring
     related expenses                                  2     3     -      5
  Adjusted EBIT                                      $91   $35    $6   $132

  (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 six months 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 for the six months ended June 30.

  (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.

  (4) Represents costs associated with changing new aftermarket customers
      from their prior suppliers to an inventory of our products.  Although
      our aftermarket business regularly incurs changeover costs, we
      specifically identify in the table above the changeover costs that,
      based on the size or number of customers involved, we believe are of
      an unusual nature for the time period in which they were incurred.

                               TENNECO INC.
       RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                Unaudited

                                           Q2 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              236       2       234      61          173
     Total North
      America Original
      Equipment           367       2       365      61          304

  North America
   Aftermarket
     Ride Control         112       -       112       -          112
     Exhaust               45       -        45       -           45
     Total North America
      Aftermarket         157       -       157       -          157

  Total North America     524       2       522      61          461

  Europe Original
   Equipment
     Ride Control          98       5        93       -           93
     Exhaust              314       7       307     117          190
     Total Europe
      Original
      Equipment           412      12       400     117          283

  Europe Aftermarket
    Ride Control           54       1        53       -           53
    Exhaust                64       1        63       -           63
    Total Europe
     Aftermarket          118       2       116       -          116

  South America & India    66       4        62       8           54

  Total Europe,
   South America &
   India                  596      18       578     125          453

  Asia                     58       -        58      19           39

  Australia                44      (1)       45       5           40

  Total Asia Pacific      102      (1)      103      24           79

  Total Tenneco Inc.   $1,222     $19    $1,203    $210         $993

                                                     Q2 2005

                                                              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              259       -       259      68          191
     Total North
      America
      Original
      Equipment           390       -       390      68          322

  North America
   Aftermarket
     Ride Control         103       -       103       -          103
     Exhaust               43       -        43       -           43
     Total North
      America
      Aftermarket         146       -       146       -          146

  Total North America     536       -       536      68          468

  Europe Original
   Equipment
     Ride Control          98       -        98       -           98
     Exhaust              284       -       284      87          197
     Total Europe
      Original
      Equipment           382       -       382      87          295

  Europe Aftermarket
    Ride Control           51       -        51       -           51
    Exhaust                58       -        58       -           58
    Total Europe
     Aftermarket          109       -       109       -          109

  South America & India    59       -        59       5           54

  Total Europe,
   South America
   & India                550       -       550      92          458

  Asia                     35       -        35      10           25

  Australia                59       -        59       5           54

  Total Asia Pacific       94       -        94      15           79

  Total Tenneco Inc.   $1,180      $-    $1,180    $175       $1,005

   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.

                               TENNECO INC.
       RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES
                                Unaudited

                                                YTD 2006
                                                                   Revenues
                                                        Substrate  Excluding
                                                          Sales    Currency
                                              Revenues  Excluding     and
                                     Currency Excluding Currency   Substrate
                            Revenues  Impact  Currency   Impact      Sales
  North America Original
   Equipment
    Ride Control              $262      $-      $262       $-       $262
    Exhaust                    479       5       474      127        347
    Total North America
     Original Equipment        741       5       736      127        609

  North America Aftermarket
    Ride Control               213       -       213        -        213
    Exhaust                     85       -        85        -         85
    Total North America
     Aftermarket               298       -       298        -        298

  Total North America        1,039       5     1,034      127        907

  Europe Original Equipment
    Ride Control               193 (a)  (1)      194        -        194 (a)
    Exhaust                    606     (12)      618      228        390
    Total Europe Original
     Equipment                 799     (13)      812      228        584

  Europe Aftermarket
    Ride Control                90      (1)       91        -         91
    Exhaust                    103      (3)      106        -        106
    Total Europe Aftermarket   193      (4)      197        -        197

  South America & India        131      10       121       15        106

  Total Europe, South America
   & India                   1,123      (7)    1,130      243        887

  Asia                         108       -       108       36         72

  Australia                     84      (3)       87        9         78

  Total Asia Pacific           192      (3)      195       45        150

  Total Tenneco Inc.        $2,354     $(5)   $2,359     $415     $1,944

                                               YTD 2005
                                                                   Revenues
                                                        Substrate  Excluding
                                                          Sales    Currency
                                              Revenues  Excluding     and
                                     Currency Excluding Currency   Substrate
                            Revenues  Impact  Currency   Impact      Sales
  North America Original
   Equipment
     Ride Control             $258      $-      $258       $-       $258
     Exhaust                   507       -       507      135        372
     Total North America
      Original Equipment       765       -       765      135        630

  North America Aftermarket
     Ride Control              194       -       194        -        194
     Exhaust                    82       -        82        -         82
     Total North America
      Aftermarket              276       -       276        -        276

  Total North America        1,041       -     1,041      135        906

  Europe Original Equipment
     Ride Control              207 (a)   -       207        -        207 (a)
     Exhaust                   556       -       556      166        390
     Total Europe Original
      Equipment                763       -       763      166        597

  Europe Aftermarket
     Ride Control               88       -        88        -         88
     Exhaust                   103       -       103        -        103
     Total Europe Aftermarket  191       -       191        -        191

  South America & India        110       -       110        9        101

  Total Europe, South America
   & India                   1,064       -     1,064      175        889

  Asia                          70       -        70       23         47

  Australia                    106       -       106        9         97

  Total Asia Pacific           176       -       176       32        144

  Total Tenneco Inc.        $2,281      $-    $2,281     $342     $1,939

    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 recorded $15 million in revenues for
        this contract.

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

                                           Quarter Ended June 30

                                            2006           2005

  Total debt                               $1,369         $1,412

  Cash and cash equivalents                   123             66

  Debt net of cash balances (1)             1,246          1,346

  Adjusted LTM EBITDA                         419            405

  Ratio of net debt to adjusted LTM
   EBITDA (2)                                   3x           3.3x

                                    Q3 05    Q4 05  Q1 06   Q2 06  Q2 06 LTM

  Net income                          10        8     7       24     49

  Minority interest                    -        1     1        1      3

  Income tax expense                   7       (4)    -       15     18

  Interest expense (net of interest
   capitalized)                       33       33    34       33    133

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                     50       38    42       73    203

  Depreciation and amortization of
   other intangibles                  44       43    44       47    178

  Total EBITDA(3)                     94       81    86      120    381

  Restructuring and restructuring
   related expenses                    2        5     6        8     21
  Stock based compensation accounting
   change                              -        -     1        -      1
  New Aftermarket customer changeover
   costs                               -       10     -        6     16

  Total Adjusted EBITDA (4)           96       96    93      134    419

                                     Q3 04   Q4 04  Q1 05   Q2 05  Q2 05 LTM

  Net income                           6      (19)    7       33     27

  Minority interest                    1        -     1      -        2

  Income tax expense                   2      (35)    4       18    (11)

  Interest expense (net of interest
   capitalized)                       35       75    32       32    174

  EBIT, Income before interest expense,
   income taxes and minority interest
   (GAAP measure)                     44       21    44       83    192

  Depreciation and amortization of
   other intangibles                  42       46    46       44    178

  Total EBITDA(3)                     86       67    90      127    370

  Restructuring and restructuring
   related expenses                    2       28     3        2     35

  Total adjusted EBITDA(4)            88       95    93      129    405

   (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) for the six
       months ended June 30.

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

                                       Q3 05  Q4 05  Q1 06  Q2 06  Q2 06 LTM

  Revenues                             1,096  1,064  1,132  1,222    4,514

  Engineering, research,
   and development                        22     19     22     22       85

  Selling, general, and administrative    96     98    101    107      402

  Total SGA&E                            118    117    123    129      487

  SGA&E as Percent of Sales                                           10.8%

                                       Q3 04  Q4 04  Q1 05  Q2 05  Q2 05 LTM

  Revenues                               996  1,071  1,101  1,180    4,348

  Engineering, research,
   and development                        20     20     24     18       82

  Selling, general, and administrative    93    115     98     93      399

  Total SGA&E                            113    135    122    111      481

  SGA&E as Percent of Sales                                           11.1%

   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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