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Tenneco Reports Fourth Quarter and Full-Year 2006 Results

-- 4Q net income of $14 million, or 30-cents per diluted share

-- Full year net income of $51 million, or $1.10 per diluted share

-- European segment 4Q EBIT improves 13% year-over-year

-- Company delivers $132 million in 4Q cash flow from operations

-- Company expects $1.1 billion in estimated OE revenue growth in 2007; estimates additional $300 million in 2008

LAKE FOREST, Ill., Jan. 30 -- Tenneco Inc. reported fourth quarter 2006 net income of $14 million, or 30- cents per diluted share, up from $8 million, or 18-cents per diluted share a year ago. Excluding the adjustments below, net income was $3 million, or 6- cents per diluted share, versus $13 million, or 28-cents per diluted share, in fourth quarter 2005 (the attached tables reconcile GAAP results to Non-GAAP results).

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

EBIT (earnings before interest expense, taxes and minority interest) was $36 million, down from $38 million the prior year. On an adjusted basis, EBIT was $40 million, compared with $53 million in fourth quarter 2005. EBITDA (EBIT before depreciation and amortization) was $84 million versus $81 million a year ago. On an adjusted basis, EBITDA was $88 million compared with $96 million.

Fourth quarter revenue was $1.2 billion, compared with $1.1 billion a year ago. Favorable currency benefited revenue by $55 million and substrate sales increased to $282 million from $173 million a year ago. Excluding the impact of currency and substrate sales, revenue was $872 million, down from $891 million in the fourth quarter of 2005.

Tenneco's fourth quarter results reflect the tough North American market conditions facing all automotive suppliers. The company's revenues were negatively impacted as the North American OEMs continued to cut production schedules. However, the company's geographic balance - more than half of Tenneco's revenue is generated outside North America - and diverse customer base helped partially offset the impact of scaled back OE production volumes in North America. In addition, the company has a substantial global aftermarket business, which posted solid results worldwide.

The company generated $132 million in cash flow from operations in the quarter despite challenging North American market conditions and a $32 million inventory build in preparation for significant North American OE platform launches scheduled in 2007. This compares to $160 million in cash flow from operations in fourth quarter 2005, which did not have the same level of launch activity.

At quarter-end, total debt was $1.378 billion, even with a year ago. Debt net of cash balances was $1.176 billion, down from $1.237 billion at the end of fourth quarter 2005. At quarter-end, the ratio of debt net of cash balances to annual adjusted EBITDA was 2.9x.

"Tenneco's global footprint, diverse OE customer base and strong global aftermarket business continued to help buffer the very soft market conditions we and other suppliers faced in North America over the last year," said Gregg Sherrill, Tenneco Chairman and CEO. "Once again, our European segment and rapidly growing business in China, as well as our relentless focus on managing costs, improving efficiency and flexing our operations, carried Tenneco in a difficult quarter."

  Adjusted fourth quarter 2006 and 2005 results:

                                   Q4 2006                  Q4 2005
                                       Net    Per               Net    Per
                          EBITDA EBIT Income Share EBITDA EBIT Income Share
  Earnings Measures         $84   $36   $14  $0.30   $81   $38    $8  $0.18

  Adjustments (reflect
   non-GAAP measures):
    Restructuring and
     restructuring related
     expenses                 6     6     4   0.08     5     5     3   0.06
    New aftermarket
     customer changeover
     costs                    -     -     -    -      10    10     7   0.15
    Pension replacement      (7)   (7)   (5) (0.10)    -     -     -      -
    Tax adjustments           -     -   (13) (0.28)    -     -    (5) (0.11)
    Reserve for receivables
     from former affiliate    3     3     2   0.04     -     -     -      -
    Stock option adjustment   2     2     1   0.02     -     -     -      -
  Non-GAAP earnings
   measures                 $88   $40    $3  $0.06   $96   $53   $13  $0.28

  Fourth quarter 2006 adjustments:

  --  Restructuring related expenses of $6 million pre-tax, or 8-cents per
      diluted share;
  --  Expense of $2 million pre-tax, or 2-cents per diluted share, related
      to an accounting charge for employee stock options;
  --  A reserve of $3 million pre-tax, or 4-cents per diluted share for
      receivables from a former affiliate;
  --  Benefit of $7 million pre-tax, or 10-cents per diluted share, from
      replacing the defined benefit pension plans in the U.S. with an
      enhanced defined contribution plan;
  --  Tax benefits of $13 million or 28-cents per diluted share, related to
      an investment income tax credit in the Czech Republic and final
      adjustments related to prior year income tax returns.

  Fourth quarter 2005 adjustments:

  --  Restructuring related expenses of $5 million pre-tax or 6-cents per
      diluted share;
  --  New aftermarket customer changeover costs of $10 million pre-tax, or
      15-cents per diluted share;
  --  Tax benefit of $5 million, or 11-cents per diluted share, related to
      the favorable resolution of foreign tax contingencies.

Gross margin in the quarter was 15.6% versus 18.7% for fourth quarter 2005. As expected, higher substrate sales, which typically carry lower margins, continue to impact Tenneco's gross margin. Substrate sales were 25% of total revenue in the quarter versus 16% a year ago, due to more diesel aftertreatment and hot-end exhaust business. This mix shift accounted for 2.5 percentage points of the gross margin decline. In addition, higher year-over- year steel costs of $8 million negatively impacted gross margin.

Tenneco's efforts to cut costs globally through tight spending controls and the benefit from replacing the defined benefit pension plan in the U.S., announced in August 2006, significantly lowered SGA&E (selling, general, administrative and engineering) expense to 8.9% of sales in the quarter versus 11.0% of sales a year ago. The replacement of the defined benefit pension plan accounted for 0.5 percentage points of the change. Last year's SGA&E expense as a percent of sales included 1.0 percentage point related to aftermarket changeover costs.

  NORTH AMERICA

  --  North American OE revenue was $363 million, versus $372 million a year
      ago.  Excluding substrate sales, revenue was down 10% from $304
      million to $272 million, reflecting an industry production decline of
      8% and a 13% production decline among the domestic U.S. automakers.
      Revenue was impacted by significant volume declines, particularly on
      key exhaust platforms like the GM Trailblazer/Envoy and the Ford F-150
      and Dodge Ram pick-up trucks.
  --  North American aftermarket revenue increased to $115 million from $113
      million, primarily driven by price increases to help offset higher
      material costs in both product lines and higher ride control sales
      from previously announced new customers, which more than offset lower
      exhaust product unit sales.
  --  EBIT for North American operations was down $3 million year-over-year
      to $16 million. Adjusted for the items below, EBIT was $17 million
      versus $31 million the prior year. OE volume declines and higher
      material costs had a significant negative impact on EBIT and more than
      offset the benefits from cost reduction efforts.
  --  Fourth quarter 2006 EBIT includes expenses of $3 million for
      restructuring, $2 million for an accounting charge for employee stock
      options and a $3 million reserve for receivables from a former
      affiliate.  It also included a benefit of $7 million for the U.S.
      pension plan replacement.  Fourth quarter 2005 EBIT includes expenses
      of $2 million for restructuring and $10 million for new aftermarket
      customer changeover costs.

  EUROPE, SOUTH AMERICA AND INDIA

  --  European OE revenue was $452 million, compared with $352 million a
      year ago.  Excluding the benefit of stronger currency, revenue was
      $409 million. The revenue increase was driven by the ramp-up of new
      emission control platforms and stronger volumes overall in both the
      ride control and emission control segments despite the production
      build-out on some key exhaust platforms. Adjusting for currency and
      higher year-over-year substrate sales, revenue was $257 million,
      versus $268 million in fourth quarter 2005, as the mix of emission
      control business continues to move to hot-end exhaust and diesel
      aftertreatment.
  --  European aftermarket revenue increased to $90 million from $76 million
      a year ago, driven by higher ride control and exhaust volumes.
      Excluding the impact of currency, revenue increased to $82 million in
      the quarter.
  --  South America and India revenue increased to $71 million, versus $61
      million the previous year.  Excluding the impact of currency and
      substrate sales, revenue was up 7%, driven by strong OE and
      aftermarket volumes in South America.
  --  EBIT for Europe, South America and India improved 13% to $15 million
      from $13 million a year ago.  The fourth quarter EBIT improvement was
      driven by operational improvements, especially in the company's OE
      emission control business, and currency benefits, which more than
      offset the impact of higher material costs.
  --  Excluding $3 million in restructuring costs in both fourth quarter
      2006 and 2005, EBIT was $18 million compared with $16 million a year
      ago.

  ASIA PACIFIC

  --  Asia revenue was $72 million compared with $41 million in fourth
      quarter 2005.  Excluding substrate sales, revenue was up 50% from $31
      million to $46 million.  The increase was driven by stronger OE
      volumes in China including business on strong selling GM, Ford and VW
      platforms.
  --  Industry OE production declines continued to impact Australian
      revenue, which was $46 million, down from $49 million the previous
      year.  Excluding currency and substrate sales, revenue was down 14%,
      from $44 million to $38 million.
  --  Asia Pacific EBIT was $5 million compared with $6 million a year ago.
      The decline in Australian OE volumes offset stronger volumes in Asia.

  FULL YEAR 2006 RESULTS

Tenneco reported annual revenue of $4.7 billion in 2006, up from $4.4 billion in 2005, largely driven by new OE and aftermarket business, which helped offset significant OE production volume declines in North America during the last half of the year. Favorable currency benefited 2006 annual revenue by $71 million.

The company reported net income of $51 million, or $1.10 per diluted share, compared with last year's net income of $58 million, or $1.29 per diluted share. Full year EBIT was $196 million, versus $215 million last year. EBITDA declined to $380 million from $392 million in 2005.

Adjusted for the items below, full year net income was $55 million, or $1.21 per diluted share, compared with $69 million, or $1.52 per diluted share, in 2005. Adjusted EBIT was $228 million, versus $237 million in 2005 and adjusted EBITDA was $412 million compared with $414 million the prior year.

  Adjusted Full Year 2006 and 2005 Results:

                                  YTD 2006                 YTD 2005
                                       Net    Per               Net    Per
                          EBITDA EBIT Income Share EBITDA EBIT Income Share
  Earnings Measures        $380  $196   $51  $1.10  $392  $215   $58  $1.29

  Adjustments (reflect
   non-GAAP measures):
    Restructuring and
     restructuring related
     expenses                27    27    17   0.39    12    12     8   0.17
    New aftermarket
     customer changeover
     costs                    6     6     4   0.08    10    10     7   0.15
    Pension replacement      (7)   (7)   (5) (0.10)    -     -     -    -
    Stock based
     compensation
     accounting change        1     1     1   0.02     -     -     -    -
    Tax adjustments           -     -   (16) (0.34)    -     -    (4) (0.09)
    Reserve for receivables
     from former affiliate    3     3     2   0.04     -     -     -    -
    Stock option adjustment   2     2     1   0.02     -     -     -    -
  Non-GAAP earnings
   measures                $412  $228   $55  $1.21  $414  $237   $69  $1.52

  Full-year 2006 adjustments:

  --  Restructuring related expenses of $27 million pre-tax, or 39-cents per
      diluted share;
  --  An expense of $2 million pre-tax, or 2-cents per diluted share,
      related to an accounting charge for employee stock options;
  --  A reserve of $3 million pre tax, or 4-cents per diluted share for
      receivables from a former affiliate;
  --  Aftermarket customer changeover costs of $6 million pre-tax, or 8-
      cents per diluted share;
  --  An expense of $1 million pre-tax, or 2-cents per diluted share, to
      adjust for new stock-based compensation accounting standard;
  --  Benefit of $7 million pre-tax, or 10-cents per diluted share, from
      replacing the defined benefit pension plans in the U.S.;
  --  Tax benefits of $16 million or 34-cents per diluted share primarily
      for an investment tax credit in the Czech Republic, resolution of tax
      issues with former affiliates, and final adjustments to prior year
      income tax returns.

  Full-year 2005 adjustments:

  --  Restructuring related expenses of $12 million pre-tax, or 17-cents per
      diluted share;
  --  Aftermarket changeover costs of $10 million pre-tax, or 15-cents per
      diluted share;
  --  Tax benefits of $4 million, or 9-cents per diluted share.

Gross margin for the year was 18.1% versus 19.3% in 2005. The decline in gross margin was largely due to a higher percentage of substrate sales and higher material costs during the year. Tenneco successfully controlled overhead costs in 2006, bringing SGA&E expense down to 9.9% of sales versus 10.5% in 2005.

2007 OUTLOOK

Tenneco anticipates that 2007 will be another challenging year given current predictions on OE production levels, especially during the first half of the year when the North American OE market is expected to continue to be down. The company anticipates stable market conditions in the global aftermarket. In addition, Tenneco expects that the pricing environment for steel will increase the company's costs by up to $100 million in 2007. Tenneco will work to offset these increases through cost reductions, manufacturing efficiencies, material substitutions, low-cost country sourcing and customer recovery.

"Although our industry continues to face significant challenges in 2007, Tenneco is well-positioned given the new business we're launching that is expected to add more than $1 billion in OE revenues this year," said Sherrill. "We remain relentlessly focused on managing costs, strengthening margins and launching programs flawlessly. We also expect to continue benefiting from our geographic and customer balance and will pursue additional opportunities to leverage our advanced technologies."

The company's goals for 2007 include maintaining SGA&E as a percent of sales at 9% of sales and achieving net debt/adjusted annual EBITDA of 2.7x.

Tenneco estimates that its global original equipment revenues will be approximately $4.7 billion in 2007 and $5.0 billion in 2008. Adjusted for lower margin substrate sales, the company's global original equipment revenues are estimated to be approximately $3.1 billion in 2007 and $3.4 billion in 2008.

These revenue estimates are based on original equipment manufacturers' programs that have been formally awarded to the company; programs where the company is highly confident that it will be awarded business based on informal customer indications consistent with past practices; Tenneco's status as supplier for the existing program and its relationship with the customer; and the actual original equipment revenues achieved by the company for each of the last several years compared to the amount of those revenues that the company estimated it would generate at the beginning of each year. These revenue estimates are also based on anticipated vehicle production levels and pricing, including precious metals pricing and certain actions to recover a portion of materials cost increases. The revenue estimates assume that foreign currency exchange rates will remain constant over the entire period.

  Attachment 1:
  Statements of Income - 3 Months
  Statements of Income - 12 Months
  Balance Sheet
  Statements of Cash Flow - 3 Months
  Statements of Cash Flow - 12 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 - 12 Months
  Reconciliation of GAAP to Non-GAAP Earnings Measures - 12 Months
  Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 Months
  Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 12 Months
  Reconciliation of Non-GAAP Measures - Ratio of Debt Net of Cash to
   Adjusted EBITDA - 12 Months

  CONFERENCE CALL

The company will host a conference call on Tuesday, January 30, 2007 at 10:30 a.m. EST. 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 January 30, 2007. To access this recording, dial 800-677-5211 (domestic) or 402-998-1032 (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.

2007 ANNUAL MEETING

The Tenneco board of directors has scheduled the corporation's annual meeting of shareholders for Tuesday, May 8, 2007 at 10:00 a.m. CDT. The meeting will be held at the corporate headquarters, 500 North Field Drive, Lake Forest, Illinois. The record date for shareholders to vote at the meeting is March 13, 2007.

Tenneco is a $4.7 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" "scheduled" 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 more than 10% of its 2006 net sales, announced in 2006 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 DECEMBER 31,
                     (Millions except per share amounts)

                                          2006                2005
  Net sales and operating revenues      $1,209              $1,064

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)          1,021 (a)             865  (f)
     Engineering, Research and
      Development                           20                  19
     Selling, General and
      Administrative                        87 (a) (b) (c) (d)  98  (f) (g)
     Depreciation and Amortization of
      Other Intangibles                     48                  43
            Total Costs and Expenses     1,176               1,025

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

  Income before Interest Expense,
   Income Taxes, and Minority Interest
     North America                          16 (a) (b) (c) (d)  19  (f) (g)
     Europe, South America & India          15 (a)              13  (f)
     Asia Pacific                            5                   6
                                            36                  38
  Less:
     Interest expense (net of
      interest capitalized)                 35                  33
     Income tax (benefit)                  (15) (e)             (4) (h)
     Minority interest                       2                   1
  Net Income                                14                   8

  Average common shares outstanding:
     Basic                                45.1                43.5
     Diluted                              47.2                45.6

  Earnings per share of common stock:
     Basic                               $0.31               $0.19

     Diluted                             $0.30               $0.18

  (a)  Includes restructuring and restructuring related charges of $6
       million pre-tax, $4 million after tax or $0.08 per share.  Of the
       adjustment $4 million is recorded in cost of sales and $2 million is
       recorded in SG&A.  Geographically, $3 million is recorded in North
       America and $3 million in Europe, South America and India.
  (b)  Includes pension replacement benefit of $7 million pre-tax,
       $5 million after tax or $0.10 per share.  The entire $7 million
       adjustment is recorded in SG&A and geographically in North America.
  (c)  Includes Stock option expense adjustment of $2 million pre-tax and
       $1 million after tax or $0.02 per share.  The entire $2 million
       adjustment is recorded in SG&A and geographically in North America.
  (d)  Includes reserve for receivables from former affiliate adjustment of
       $3 million pre-tax and $2 million after tax or $0.04 per share.  The
       entire $3 million adjustment is recorded in SG&A and geographically
       in North America.
  (e)  Includes a $13 million or $0.28 per share tax benefit primarily
       related to FAS 109 adjustment, prior year true-up and Czech
       investment tax credit.
  (f)  Includes restructuring and restructuring related charges of
       $5 million pre-tax, $3 million after-tax or $0.06 per share.  Of the
       adjustment $4 million is recorded in cost of sales and the remaining
       $1 million is in SG&A.  Geographically, $3 million is recorded in
       Europe, South America and India and $2 million in North America.
  (g)  Includes changeover costs for new aftermarket customers of
       $10 million pre-tax, $7 million after-tax or $0.15 per share.  The
       adjustment is recorded in SG&A.  Geographically, the entire amount is
       recorded in North America.
  (h)  Includes a $5 million or $0.11 per share tax benefit primarily
       related to favorable resolution of foreign tax contingencies.

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

                                   2006                        2005
  Net sales and operating
   revenues                      $4,685                       $4,441

  Costs and Expenses
     Cost of Sales (exclusive of
      depreciation shown below)   3,838 (a)                    3,583  (h)
     Engineering, Research and
      Development                    88                           83
     Selling, General and
      Administrative                377 (a) (b) (c) (d) (e) (f)  385 (h) (i)
     Depreciation and Amortization
      of Other Intangibles          184                          177
            Total Costs and
             Expenses             4,487                        4,228

  Loss on sale of receivables        (6)                          (3)
  Equity Income                       3                            1
  Other Income                        1                            4
  Total Other Income / (Expense)     (2)                           2

  Income before Interest Expense,
   Income Taxes, and Minority
   Interest
     North America                   103 (a) (b) (c) (d) (e) (f) 145 (h) (i)
     Europe, South America & India    81 (a)                      54 (h)
     Asia Pacific                     12 (a)                      16
                                     196                         215
  Less:
     Interest expense (net of
      interest capitalized)          136                         130
     Income tax expense                3 (g)                      25 (j)
     Minority interest                 6                           2
  Net Income                          51                          58

  Average common shares
   outstanding:
     Basic                          44.6                        43.1
     Diluted                        46.8 (b)                    45.3

  Earnings per share of common
   stock:
     Basic                         $1.15                       $1.35

     Diluted                       $1.10 (b)                   $1.29

  (a)  Includes restructuring and restructuring related charges of
       $27 million pre-tax, $17 million after tax or $0.39 per share, of
       which $23 million is recorded in cost of sales and $4 million is
       recorded in SG&A.  Geographically, $13 million is recorded in North
       America, $8 million in Europe, South America and India and $6 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 .6 million for a combined impact of $0.02
       per share.
  (c)  Includes customer changeover costs of $6 million pre-tax, $4 million
       after-tax or $0.08 per share.
  (d)  Includes pension replacement benefit of $7 million pre-tax,
       $5 million after tax or $0.10 per share.  The entire $7 million
       adjustment is recorded in SG&A and geographically in North America.
  (e)  Includes Stock option expense adjustment of $2 million pre-tax and
       $1 million after tax or $0.02 per share.  The entire $2 million
       adjustment is recorded in SG&A and geographically in North America.
  (f)  Includes reserve for receivables from former affiliate adjustment of
       $3 million pre-tax and $2 million after tax or $0.04 per share.  The
       entire $3 million adjustment is recorded in SG&A and geographically
       in North America.
  (g)  Includes a $16 million or $0.34 per share tax benefit primarily
       related to FAS 109 adjustment, prior year true-up, Czech investment
       tax credit and resolution of tax issues with former affiliates.
  (h)  Includes restructuring and restructuring related charges of
       $12 million pre-tax, $8 million after tax or $0.17 per share.  Of the
       adjustment $10 million is recorded in cost of sales and $2 million is
       in SG&A.  Geographically, $4 million is recorded in North America and
       $8 million in Europe, South America and India.
  (i)  Includes changeover costs for new aftermarket customers of
       $10 million pre-tax, $7 million after-tax or $0.15 per share.  The
       adjustment is recorded in SG&A.  Geographically, the entire amount is
       recorded in North America.
  (j)  Includes a $4 million or $0.09 per share tax benefit primarily
       related to favorable resolution of foreign tax contingencies.

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

                                     December 31, 2006    December 31, 2005

   Assets

      Cash and Cash Equivalents             $202                  $141

      Receivables, Net                       604 (a)               543 (a)

      Inventories                            439                   360

      Other Current Assets                   177                   153

      Investments and Other Assets           748                   700

      Plant, Property, and Equipment,
       Net                                 1,093                 1,043

      Total Assets                        $3,263                $2,940

  Liabilities and Shareholders' Equity

      Short-Term Debt                        $28                   $22

      Accounts Payable                       782                   651

      Accrued Taxes                           49                    31

      Accrued Interest                        40                    38

      Other Current Liabilities              234                   237

      Long-Term Debt                       1,350  (b)            1,356  (b)

      Deferred Income Taxes                  107                    86

      Deferred Credits and Other
       Liabilities                           424                   366

      Minority Interest                       28                    24

      Total Shareholders' Equity             221                   129

      Total Liabilities and
       Shareholders' Equity               $3,263                $2,940

                                    December 31, 2006     December 31, 2005
  (a) Accounts Receivables net of:
      Accounts receivables
       securitization programs              $133                  $129

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

      Term loan B (Due 2010)                $356                  $356
      10.25% senior notes (Due 2013)         487                   489
      8.625% subordinated notes
       (Due  2014)                           500                   500
      Other long term debt                     7                    11

                                          $1,350                $1,356

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

                                                      Three Months Ended
                                                         December 31,
                                                    2006               2005

     Operating activities:
       Net income                                    $14                 $8
       Adjustments to reconcile net
        income to net cash provided
        (used) by operating activities -
         Depreciation and amortization
          of other intangibles                        48                 43
         Stock option expense                          2                  -
         Deferred income taxes                       (52)                (3)
         Loss on sale of assets, net                   1                  1
         Changes in components of
          working capital (net of
          acquisition)-
           (Inc.)/dec. in receivables                 56                115
           (Inc.)/dec. in inventories                 (9)                29
           (Inc.)/dec. in prepayments
            and other current assets                  20                 28
           Inc./(dec.) in payables                    36                (51)
           Inc./(dec.) in taxes accrued               23                  2
           Inc./(dec.) in interest accrued             6                  6
           Inc./(dec.) in other
            current liabilities                       (6)               (21)
         Other                                        (7)                 3
     Net cash provided by operating
      activities                                     132                160

     Investing activities:
       Net proceeds from sale of assets               11                  -
       Expenditures for plant,
        property & equipment                         (40)               (44)
       Acquisition of business                         -                 (3)
       Expenditures for software-
        related intangibles                           (4)                (2)
       Investments and other                           2                  -
     Net cash used by investing
      activities                                     (31)               (49)

     Financing activities:
       Issuance of common shares                       4                  1
       Issuance of long-term debt                      -                  -
       Retirement of long-term debt                   (1)                (2)
       Net inc. in short-term debt
        excluding current
        maturities on long-term debt                 (26)               (55)
       Other                                          (2)                (1)
     Net cash used by financing
      activities                                     (25)               (57)

     Effect of foreign exchange rate
      changes on cash and cash
      equivalents                                     10                 (2)

     Increase in cash and cash
      equivalents                                     86                 52
     Cash and cash equivalents,
      October 1                                      116                 89
     Cash and cash equivalents,
      December 31                                   $202               $141

     Cash paid during the period for
      interest                                       $34                $32
     Cash paid during the period for
      income taxes                                     8                 $7

     Non-cash Investing and Financing
      Activities
     Retirement of obligation and
      exchange of property                             -                 (2)

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

                                                    Twelve Months Ended
                                                        December 31,
                                                     2006         2005

     Operating activities:
       Net income                                     $51          $58
       Adjustments to reconcile net
        income to net cash provided (used) by
        operating activities -
         Depreciation and amortization
          of other intangibles                        184          177
         Stock option expense                           5            -
         Deferred income taxes                        (43)           -
         Loss on sale of assets, net                    3            3
         Changes in components of
          working capital (net of
          acquisition)-
           (Inc.)/dec. in receivables                 (29)         (94)
           (Inc.)/dec. in inventories                 (56)           7
           (Inc.)/dec. in prepayments
            and other current assets                  (14)           5
           Inc./(dec.) in payables                     87            1
           Inc./(dec.) in taxes accrued                15           13
           Inc./(dec.) in interest
            accrued                                     2            4
           Inc./(dec.) in other current
            liabilities                                (6)         (16)
         Other                                         (7)         (24)
     Net cash provided by operating
      activities                                      192          134

     Investing activities:
       Net proceeds from sale of assets                17            4
       Expenditures for plant, property
        & equipment                                  (170)        (144)
       Acquisition of business                          -          (14)
       Expenditures for software-
        related intangibles                           (13)         (14)
       Investments and other                            1            1
     Net cash used by investing
      activities                                     (165)        (167)

     Financing activities:
       Issuance of common shares                       17            7
       Issuance of long-term debt                       -            1
       Retirement of long-term debt                    (4)         (45)
       Net inc. in short-term debt
        excluding current maturities
        on long-term debt                               3            1
       Other                                            -            -
     Net cash provided (used) by
      financing activities                             16          (36)

     Effect of foreign exchange rate
      changes on cash and cash equivalents             18           (4)

     Increase (Decrease) in cash and
      cash equivalents                                 61          (73)
     Cash and cash equivalents, January 1             141          214
     Cash and cash equivalents,
      December 31                                    $202         $141

     Cash paid during the period for
      interest                                       $137         $126
     Cash paid during the period for
      income taxes                                     26          $23

     Non-cash Investing and Financing
      Activities
     Retirement of obligation and
      exchange of property                              -           (2)

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

                                                          Q4 2006
                                                North   Europe  Asia
                                                America  & SA  Pacific Total
  Net income                                                            $14

  Minority interest                                                       2

  Income tax benefit                                                    (15)

  Interest expense (net of
   interest capitalized)                                                 35

  EBIT, Income before
   interest expense, income
   taxes and minority interest
   (GAAP measure)                                 $16     $15      $5    36

  Depreciation and amortization
   of other intangibles                            24      20       4    48

  Total EBITDA(2)                                 $40     $35      $9   $84

                                                          Q4 2005
                                                North   Europe  Asia
                                                America  & SA  Pacific Total
  Net income                                                             $8

  Minority interest                                                       1

  Income tax benefit                                                     (4)

  Interest expense (net of
   interest capitalized)                                                 33

  EBIT, Income before
   interest expense, income
   taxes and minority
   interest (GAAP measure)                        $19     $13      $6    38

  Depreciation and
   amortization of other
   intangibles                                     23      18       2    43

  Total EBITDA(2)                                 $42     $31      $8   $81

  (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.

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

                                  Q4 2006                 Q4 2005
                          EBITDA       Net    Per  EBITDA       Net    Per
                           (3)   EBIT Income Share   (3)  EBIT Income Share
  Earnings Measures        $84   $36   $14   $0.30   $81   $38   $8   $0.18

  Adjustments (reflect
   non-GAAP measures):
   Restructuring and
    restructuring related
    expenses                 6     6     4    0.08     5     5    3    0.06
   New aftermarket customer
    changeover costs (4)     -     -     -       -    10    10    7    0.15
   Pension replacement      (7)   (7)   (5)  (0.10)    -     -    -       -
   Tax adjustments           -     -   (13)  (0.28)    -     -   (5)  (0.11)
   Reserve for receivables
    from former affiliate    3     3     2    0.04
   Stock option adjustment   2     2     1    0.02     -     -    -       -
  Non-GAAP earnings
   measures                $88   $40    $3   $0.06   $96   $53  $13   $0.28

                                                           Q4 2006
                                                  North  Europe Asia
                                                 America  & SA Pacific Total
  EBIT                                               $16   $15   $5     $36
   Restructuring and
    restructuring related
    expenses                                           3     3    -       6
   Pension replacement                                (7)    -    -      (7)
   Reserve for receivables
    from former affiliate                              3     -    -       3
   Stock option adjustment                             2     -    -       2
  Adjusted EBIT                                      $17   $18   $5     $40

                                                           Q4 2005
                                                  North  Europe Asia
                                                 America  & SA Pacific Total
  EBIT                                               $19    13   $6     $38
   Restructuring and
    restructuring related
    expenses                                           2     3    -       5
   New aftermarket customer
    changeover costs                                  10     -    -      10
  Adjusted EBIT                                      $31   $16   $6     $53

  (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 fourth quarters 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 time period in which they were incurred.

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

                                                         YTD 2006
                                             North    Europe   Asia
                                            America    & SA   Pacific  Total
  Net income                                                            $51

  Minority interest                                                       6

  Income tax expense                                                      3

  Interest expense (net of
   interest capitalized)                                                136

  EBIT, Income before interest
   expense, income taxes and
   minority interest (GAAP measure)           $103      $81     $12     196

  Depreciation and amortization
   of other intangibles                         92       79      13     184

  Total EBITDA(2)                             $195     $160     $25    $380

                                                         YTD 2005
                                             North    Europe   Asia
                                            America    & SA   Pacific  Total
  Net income                                                            $58

  Minority interest                                                       2

  Income tax expense                                                     25

  Interest expense (net of
   interest capitalized)                                                130

  EBIT, Income before interest
   expense, income taxes and
   minority interest (GAAP measure)           $145      $54     $16     215

  Depreciation and
   amortization of other
   intangibles                                  91       75      11     177

  Total EBITDA(2)                             $236     $129     $27    $392

  (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.

                                                                ATTACHMENT 2

                                      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        $380 $196    $51  $1.10  $392  $215   $58  $1.29

  Adjustments (reflect
   non-GAAP measures):
    Restructuring and
     restructuring related
     expenses                27   27     17   0.39    12    12     8   0.17
    New aftermarket
     customer changeover
     costs (4)                6    6      4   0.08    10    10     7   0.15
    Pension replacement      (7)  (7)    (5) (0.10)    -     -     -    -
    Stock based
     compensation
     accounting change (5)    1    1      1   0.02     -     -     -    -
    Tax adjustments           -    -    (16) (0.34)    -     -    (4) (0.09)
    Reserve for receivables
     from former affiliate    3    3      2   0.04     -     -     -    -
    Stock option adjustment   2    2      1   0.02     -     -     -    -
  Non-GAAP earnings
   measures                $412 $228    $55  $1.21  $414  $237   $69  $1.52

                                                         YTD 2006
                                                  North  Europe Asia
                                                 America  & SA Pacific Total
  EBIT                                              $103   $81   $12   $196
   Restructuring and
    restructuring related
    expenses                                          13     8     6     27
   New aftermarket
    customer changeover
    costs (4)                                          6     -     -      6
   Pension replacement                                (7)                (7)
   Stock based
    compensation
    accounting change (5)                              1     -     -      1
   Reserve for receivables
    from former affiliate                              3     -     -      3
   Stock option adjustment                             2                  2
  Adjusted EBIT                                     $121   $89   $18   $228

                                                         YTD 2005
                                                  North  Europe Asia
                                                 America  & SA Pacific Total
  EBIT                                              $145    54   $16   $215
   Restructuring and
    restructuring related
    expenses                                           4     8     -     12
   New aftermarket
    customer changeover
    costs                                             10     -     -     10
  Adjusted EBIT                                     $159   $62   $16   $237

  (1) Generally Accepted Accounting Principles

  (2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings
      measures primarily to reflect the results for 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 time period in which they were incurred.

  (5) 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. See also
      Attachment I, Statements of Income footnote (b for the twelve months
      ended December 31).

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

                                                    Q4 2006
                                                                    Revenues
                                                              Sub-   Exclud-
                                                             strate   ing
                                                             Sales  Currency
                                                   Revenues  Exclud-  and
                                                    Exclud-   ing     Sub-
                                          Currency   ing    Currency strate
                                 Revenues  Impact  Currency  Impact  Sales
  North America Original
   Equipment
     Ride Control                  $112      $-      $112      $-     $112
     Exhaust                        251       -       251      91      160
     Total North America
      Original Equipment            363       -       363      91      272

  North America Aftermarket
     Ride Control                    81       -        81       -       81
     Exhaust                         34       -        34       -       34
     Total North America
      Aftermarket                   115       -       115       -      115

  Total North America               478       -       478      91      387

  Europe Original Equipment
     Ride Control                   100       9        91       -       91
     Exhaust                        352      34       318     152      166
     Total Europe Original
      Equipment                     452      43       409     152      257

  Europe Aftermarket
     Ride Control                    40       3        37       -       37
     Exhaust                         50       5        45       -       45
     Total Europe Aftermarket        90       8        82       -       82

  South America & India              71       1        70       8       62

  Total Europe, South America
   & India                          613      52       561     160      401

  Asia                               72       -        72      26       46

  Australia                          46       3        43       5       38

  Total Asia Pacific                118       3       115      31       84

  Total Tenneco Inc.             $1,209     $55    $1,154    $282     $872

                                                    Q4 2005
                                                                    Revenues
                                                              Sub-   Exclud-
                                                             strate   ing
                                                             Sales  Currency
                                                   Revenues  Exclud-  and
                                                    Exclud-   ing     Sub-
                                          Currency   ing    Currency strate
                                 Revenues  Impact  Currency  Impact  Sales
  North America Original
   Equipment
     Ride Control                  $117      $-      $117      $-     $117
     Exhaust                        255       -       255      68      187
     Total North America
      Original Equipment            372       -       372      68      304

  North America Aftermarket
     Ride Control                    77       -        77       -       77
     Exhaust                         36       -        36       -       36
     Total North America
      Aftermarket                   113       -       113       -      113

  Total North America               485       -       485      68      417

  Europe Original Equipment
     Ride Control                    87       -        87       -       87
     Exhaust                        265       -       265      84      181
     Total Europe Original
      Equipment                     352       -       352      84      268

  Europe Aftermarket
     Ride Control                    35       -        35       -       35
     Exhaust                         41       -        41       -       41
     Total Europe Aftermarket        76       -        76       -       76

  South America & India              61       -        61       6       55

  Total Europe, South America
   & India                          489       -       489      90      399

  Asia                               41       -        41      10       31

  Australia                          49       -        49       5       44

  Total Asia Pacific                 90       -        90      15       75

  Total Tenneco Inc.             $1,064      $-    $1,064    $173     $891

     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.

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

                                               YTD 2006
                                                                    Revenues
                                                              Sub-   Exclud-
                                                             strate   ing
                                                             Sales  Currency
                                                   Revenues  Exclud-  and
                                                    Exclud-   ing     Sub-
                                          Currency   ing    Currency strate
                                 Revenues  Impact  Currency  Impact  Sales
  North America Original
   Equipment
    Ride Control                   $483      $-      $483      $-     $483
    Exhaust                         928       6       922     272      650
    Total North America
     Original Equipment           1,411       6     1,405     272    1,133

  North America Aftermarket
    Ride Control                    385       -       385       -      385
    Exhaust                         163       -       163       -      163
    Total North America
     Aftermarket                    548       -       548       -      548

  Total North America             1,959       6     1,953     272    1,681

  Europe Original Equipment
    Ride Control                    380 (a)  10       370       -      370
    Exhaust                       1,264      34     1,230     504      726
    Total Europe Original
     Equipment                    1,644      44     1,600     504    1,096

  Europe Aftermarket
    Ride Control                    178       3       175       -      175
    Exhaust                         211       5       206       -      206
    Total Europe Aftermarket        389       8       381       -      381

  South America & India             272      14       258      32      226

  Total Europe, South America &
   India                          2,305      66     2,239     536    1,703

  Asia                              246       -       246      85      161

  Australia                         175      (1)      176      19      157

  Total Asia Pacific                421      (1)      422     104      318

  Total Tenneco Inc.             $4,685     $71    $4,614    $912   $3,702

                                               YTD 2005
                                                                    Revenues
                                                              Sub-   Exclud-
                                                             strate   ing
                                                             Sales  Currency
                                                   Revenues  Exclud-  and
                                                    Exclud-   ing     Sub-
                                          Currency   ing    Currency strate
                                 Revenues  Impact  Currency  Impact  Sales
  North America Original
   Equipment
    Ride Control                   $495      $-      $495      $-     $495
    Exhaust                       1,011       -     1,011     272      739
    Total North America
     Original Equipment           1,506       -     1,506     272    1,234

  North America Aftermarket
    Ride Control                    361       -       361       -      361
    Exhaust                         161       -       161       -      161
    Total North America
     Aftermarket                    522       -       522       -      522

  Total North America             2,028       -     2,028     272    1,756

  Europe Original Equipment
    Ride Control                    378  (a)  -       378       -      378
    Exhaust                       1,078       -     1,078     327      751
    Total Europe Original
     Equipment                    1,456       -     1,456     327    1,129

  Europe Aftermarket
    Ride Control                    169       -       169       -      169
    Exhaust                         195       -       195       -      195
    Total Europe Aftermarket        364       -       364       -      364

  South America & India             233       -       233      20      213

  Total Europe, South America &
   India                          2,053       -     2,053     347    1,706

  Asia                              149       -       149      43      106

  Australia                         211       -       211      19      192

  Total Asia Pacific                360       -       360      62      298

  Total Tenneco Inc.             $4,441      $-    $4,441    $681   $3,760

      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.

                                                                ATTACHMENT 2
                               TENNECO INC.
                   RECONCILIATION OF NON-GAAP MEASURES
              Debt net of cash / Adjusted EBITDA - 12 months

                                              Year Ended December 31
                                               2006           2005
  Total debt                                 $1,378         $1,378

  Cash and cash equivalents                     202            141

  Debt net of cash balances (1)               1,176          1,237

  Adjusted EBITDA (2) (3)                       412            414

  Ratio of net debt to adjusted EBITDA (4)     2.9x           3.0x

  (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) 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.

  (3) 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.  Similar adjustments to EBITDA 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.

  (4) Tenneco presents the above reconciliation of the ratio debt net of
      cash to annual 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, annual adjusted EBITDA is used as an
      indicator of the company's performance and debt net of cash is
      presented as an indicator of our credit position and progress toward
      reducing our financial leverage.  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), (2) and (3) for a description of the
      limitations of using debt net of cash, EBITDA and adjusted EBITDA.
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