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Tenneco Automotive Announces Third Quarter Earnings

24 October 2000

Tenneco Automotive Announces Third Quarter Earnings; Accelerates Cost Reduction Initiative By Reducing North American Salaried Work Force
Company Earns 23 Cents Per Share Before One-Time Items; Pays Down $72 Million
      In Debt; Announces Cost Reductions Aimed At Generating $45 Million
                              In Annual Savings

    LAKE FOREST, Ill., Oct. 24 Tenneco Automotive
today reported third quarter 2000 income from continuing operations of
$6 million, or 16 cents per diluted share.  These results include a
$13 million pre-tax charge for a stock option buyback program and a $9 million
reversal of a reserve for transaction costs related to the November 1999 spin-
off of Pactiv.  The company also generated strong cash flow, reduced
outstanding debt by $72 million, and complied with all debt covenants for the
quarter.  Further, the company announced today that it is immediately
eliminating 285 salaried positions in North America as part of a cost
reduction plan to eliminate up to 700 positions - or 16 percent -- from its
worldwide salaried work force.
    Excluding the stock buyback program and reserve reversal, income from
continuing operations would have been $9 million, or 23 cents per diluted
share.  Third quarter 1999 income from continuing operations was $27 million,
or 86 cents per share. If the company had incurred the same level of
stand-alone and interest costs in 1999 as it did in 2000, its income from
continuing operations and earnings per diluted share for the third quarter of
1999 would have been $8 million, or 24 cents per share.
    The company has reduced its debt by approximately $175 million since
becoming an independent company.  The $72 million in debt reduction during the
third quarter was financed, in part, by the sale of $62 million of receivables
in the United States.
    Tenneco Automotive estimates it will realize $45 million in annual savings
as a result of this worldwide cost reduction plan, which it expects to
complete during the second quarter 2001.  All work force reductions will be
completed in compliance with all legal and contractual requirements including
obligations to consult with worker committees, union representatives and
others. Year-to-date, the company has already reduced approximately 140
salaried positions globally, primarily through attrition, which will generate
an additional $15 million in annual savings.  In addition, it has adjusted to
lower production volumes by eliminating, at minimal cost, approximately 310
hourly positions throughout North America in the past 60 days.
    The company anticipates taking up to a $60 million charge in the fourth
quarter (of which up to $30 million could be cash) to cover many of these
reductions, and for other operational restructuring activities included in the
initiative.  Those include consolidating its North American aftermarket
exhaust production at one plant, and scrapping certain North American
aftermarket inventories.  The company is evaluating additional cost reduction
initiatives for 2001, which will require review and approval by the Board of
Directors.
    "We regret the impact on our people; however, we must make these difficult
decisions in order to move our businesses forward and position them for
long-term growth," said Mark P. Frissora, chairman and CEO, Tenneco
Automotive.  "Recent market conditions and our structural costs, which are
higher than the industry average, currently impact our ability to deliver
stronger financial results."

    Third Quarter Results
    The company reported third quarter revenue of $870 million, including
$48 million in pass through revenue from catalytic converter sales.  Third
quarter 1999 revenue was $816 million, which did not include pass through
revenue from catalytic converter sales.
    Reported EBITDA for the third quarter was $87 million.  EBITDA would have
been $91 million, excluding the one-time non-operational items, a slight
decrease from third quarter 1999 EBITDA of $97 million adjusted to include the
same level of stand-alone costs incurred in 2000.  The company reported EBIT
of $47 million.  Excluding the one-time items, EBIT for the quarter was $51
million, lower than last year's third quarter of $58 million if the same
stand-alone costs were included in year ago results.
    "The weakness in global currencies, the continuing softness in the global
aftermarket, and the significant downturn in the heavy-duty truck market have
negatively affected our results by at least $12 million in EBIT," said
Frissora.  "Fortunately, our operational results helped to offset the impact
of many of these conditions.  However, we're not satisfied with these results,
and recognize that we must bring more focus and efficiency to our operations,
lower our costs, and continue to reduce our debt."
    As previously reported in its first and second quarter 10-Q filings, the
stock option buyback program was initiated to substantially lower the number
of old options issued by Tenneco Inc., primarily between 1996 and 1998.  The
company believed that in order to keep and attract talent in the future, more
options would be needed.  However, the company also felt there were too many
options outstanding and those options could be dilutive.  Last May, employees
were given an opportunity to sell their options back to the company for a
price determined using the Black-Scholes financial model.  As a result, the
company recovered more than 6 million options.

    North America
    The company saw a slight decline in revenue from its North American
original equipment business, primarily from a decrease in the heavy-duty
elastomer business as well as slowing light vehicle production.  North
American original equipment revenue was $315 million, including $48 million in
pass through revenue from catalytic converter sales, compared with
$279 million in revenue for the third quarter of 1999.
    Third quarter revenue for the North American aftermarket was $154 million,
compared with third quarter 1999 results of $155 million.  Despite continuing
softness in the aftermarket, results were nearly even as a result of
successful repositioning of the company's ride control and exhaust products,
and gains in market share for both product lines.
    The third quarter EBIT for North American operations was $36 million,
compared with $40 million in the previous year.  In the original equipment
business, the decrease was largely due to lower heavy-duty volume and higher
start-up expenses on new exhaust platforms.  On the aftermarket side, higher
promotional expense and lower pipe pricing impacted profitability.

    Europe
    The company reported third quarter 2000 revenue for the European original
equipment business of $216 million, a 16 percent increase compared with third
quarter 1999 revenue of $187 million.  Revenue would have increased by 34
percent if exchange rates had been the same in the third quarter 2000 as in
the third quarter of 1999.  The increase was driven by strong volume in the
original equipment business, particularly in the exhaust side of the business.
    Revenue from the European aftermarket business was $95 million, compared
with $120 million in the third quarter of 1999.  Had exchange rates been the
same in the third quarter of 1999 as in 2000, revenue would have declined
eight percent.  The decrease was primarily due to continued weakness in the
broad market for both product lines.
    European EBIT was $16 million, compared with $23 million in the same
quarter last year.  The stronger OE volumes were more than offset by lower
aftermarket volumes, higher aftermarket manufacturing costs due to increased
steel prices, and the currency impact.
    Tenneco Automotive reported third quarter results in other geographical
areas as follows:

    Region                   Revenue       Growth (Decline) - year over year

    South America          $42 million              45 percent
    Australia              $33 million              (6 percent)
    Asia                   $15 million              50 percent
    Total                  $90 million              22 percent

    Combined EBIT for South America, Australia, and Asia in the third quarter
was $8 million, up 100 percent compared with the $4 million recorded in third
quarter 1999.
    The company also announced, in a separate news release issued today, that
it has agreed with its senior lenders to amend certain terms under its senior
credit facility.  These amendments primarily allow the company to begin to
implement the cost reduction initiatives and relax the financial covenant
ratios beginning in the fourth quarter of 2000.
    Looking forward, based on a continuation of third-quarter market
conditions, the company expects EBITDA from operations before restructuring
charges and other non-operating items for the year to be between $355 million
and $365 million.  This forecast assumes a $5 million fourth quarter benefit
for the restructuring actions.
    Attached are exhibits that provide additional information on Tenneco
Automotive's 2000 and 1999 operating results.
   

    


            TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                               INCOME STATEMENT
                       THREE MONTHS ENDED SEPTEMBER 30,
                                  Unaudited

                                                        2000           1999
    Net sales and operating revenues:                   $870           $816

    Operating income (loss):
      North America                                      $29            $40
      Europe                                              14             23
      Rest of World                                        8              4
      Other                                               (4)             -
                                                          47             67
    Less:
      Interest expense (net of
       interest capitalized)                              46             16
      Income tax expense (benefit)                        (5)            16
      Minority interest                                    -              8
    Income (loss) from continuing
      operations                                           6             27
    Income (loss) from discontinued
      operations, net of income tax                        -             12
    Extraordinary loss, net of income
      tax                                                 (1)(a)          -
    Cumulative effect of change in
      accounting principle, net of
      income tax                                           -              -

    Net income (loss)                                     $5            $39


    Average common shares outstanding:
      Basic                                             35.1           33.5
      Diluted                                           35.2           33.5

    Earnings (loss) per share of common
      stock:
      Basic-
        Continuing operations                          $0.17          $0.86
        Discontinued operations                            -           0.32
        Extraordinary loss                             (0.01)(a)          -
        Cumulative effect of change
          in accounting principle                          -              -
                                                       $0.16          $1.18

      Diluted-
        Continuing operations                          $0.16          $0.86
        Discontinued operations                            -           0.32
        Extraordinary loss                            (0.01)(a)           -
        Cumulative effect of change
          in accounting principle                          -              -

                                                       $0.15          $1.18

    (a)  Loss on early retirement of debt.


            TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
                               INCOME STATEMENT
                       NINE MONTHS ENDED SEPTEMBER 30,
                                  Unaudited

                                                        2000           1999
    Net sales and operating revenues:                 $2,700         $2,473

    Operating income (loss):
      North America                                     $103           $143
      Europe                                              48             74
      Rest of World                                       15              2
      Other                                               (4)             -
                                                         162            219
    Less:
      Interest expense (net of
       interest capitalized)                             139             58
      Income tax expense (benefit)                        (1)            60
      Minority interest                                    2             21
    Income (loss) from continuing
      operations                                          22             80
    Income (loss) from discontinued
      operations, net of income tax                        -            (99)
    Extraordinary loss, net of income
      tax                                                 (1)(a)       (7)(b)
    Cumulative effect of change in
      accounting principle, net of
      income tax                                           -         (134)(c)
    Net income (loss)                                    $21         $(160)


    Average common shares outstanding:
      Basic                                             34.4           33.4
      Diluted                                           34.6           33.5

    Earnings (loss) per share of common
      stock:
      Basic-
        Continuing operations                          $0.62         $2.40
        Discontinued operations                            -         (2.98)
        Extraordinary loss                            (0.01)(a)     (0.20)(b)
        Cumulative effect of change
          in accounting principle                          -        (4.00)(c)
                                                       $0.61        $(4.78)

    Diluted-
      Continuing operations                            $0.61          $2.40
      Discontinued operations                              -         (2.98)
      Extraordinary loss                              (0.01)(a)      (0.20)(b)
      Cumulative effect of change
        in accounting principle                            -         (4.00)(c)
                                                       $0.60        $(4.78)

    (a)  Loss on early retirement of debt.
    (b)  Loss on early retirement of debt used to finance a Containerboard
         facility.
    (c)  Change in accounting principle related to costs of start-up
         activities of $102 million or $3.05 per share pursuant to AICPA
         Statement of Position 98-05 and change in accounting principle
         related to costs to acquire new aftermarket customer contracts of $32
         million or $.95 per share.


                              Tenneco Automotive
                     Analysis of Operating Units Results
                       Quarter Ended September 30, 2000
                     (Millions Except Per Share Amounts)

                     Operating    Stand Alone           One-Time
                         Units        Company    Non-Operational    Reported
                       Results        Expense              Items      Income

    EBIT
      North America         36             (7)                 -          29

      Europe                16             (2)                 -          14

      Rest of World          8              -                  -           8

      Other                  -              -                 (4)         (4)

        Total               60             (9)                (4)         47


                              Tenneco Automotive
                     Analysis of Operating Units Results
                     Nine Months Ended September 30, 2000
                     (Millions Except Per Share Amounts)

                     Operating    Stand Alone            One-Time
                         Units        Company     Non-Operational   Reported
                       Results        Expense               Items     Income

    EBIT
      North America        128            (25)                  -        103

      Europe                57             (9)                  -         48

      Rest of World         17             (2)                  -         15

      Other                  -              -                  (4)        (4)

        Total              202            (36)                 (4)        162


                                  External Basis
              Tenneco Automotive Inc. and Consolidated Subsidiaries
                             Statement of Cash Flows
                                    Unaudited
                                    (Millions)


                                                        Nine Months Ended
                                                          September 30,
                                                        2000           1999
    Operating activities:
      Income (loss) from continuing operations           $22            $80
      Adjustments to reconcile income (loss)
       from continuing operations to net cash
       provided (used) by operating activities -
          Depreciation and amortization                  116            110
          Deferred income taxes                           20             44
         (Gain)/loss on sale of businesses
           and assets, net                                 1              5
         Changes in components of working capital -
          (Inc.)/dec. in receivables                     (44)          (244)
          (Inc.)/dec. in inventories                     (11)            (7)
          (Inc.)/dec. in prepayments and
           other current assets                          (15)            15
           Inc./(dec.) in payables                       123             44
           Inc./(dec.) in taxes accrued                  (28)           (74)
           Inc./(dec.) in interest accrued                20             39
           Inc./(dec.) in other current liabilities       (5)           (62)
         Other                                             4            (50)
    Cash provided (used) by continuing operations        203           (100)
    Cash provided (used) by discontinued operations        -            (66)
    Net cash provided (used) by operating activities     203           (166)

    Investing activities:
      Net proceeds from sale of discontinued operations    -            342
      Net proceeds from sale of assets                     7              8
      Expenditures for plant, property & equipment      (108)          (104)
      Acquisition of businesses                           (5)           (36)
      Expenditures for plant, property &
       equipment-discontinued operations                   -         (1,249)
      Investments and other                              (15)           (29)
      Net cash provided (used) by investing
       activities                                       (121)        (1,068)

    Net Cash provided (used) before financing activities
     - continuing operations                              82           (261)

    Financing activities:
      Issuance of common and treasury shares              13             28
      Proceeds from subsidiary equity issuance             1             -
      Purchase of common stock                             -             (4)
      Issuance of long-term debt                           1          1,761
      Retirement of long-term debt                       (67)           (30)
      Net inc./(dec.) in short-term debt
       excluding current maturities on long-term
       debt                                              (25)          (360)
      Dividends (common)                                  (5)          (151)
      Other                                              (11)            -
    Net cash provided (used) by financing activities     (93)         1,244

    Effect of foreign exchange rate changes on cash and
     temporary cash investments                           (5)             3

    Inc./(dec.) in cash and temporary cash investments   (16)            13
    Cash and temporary cash investments, January 1        84             29
    Cash and temporary cash investments, September 30    $68            $42


            Tenneco Automotive Inc. and Consolidated Subsidiaries
                                Balance Sheets
                                 (Unaudited)
                                  (Millions)

                                              September 2000  December 1999
                                                      Actual         Actual

    ASSETS

        RECEIVABLES, Net                                 625            571

        INVENTORIES                                      395            412

        OTHER CURRENT ASSETS                             228            218

        INVESTMENTS AND OTHER ASSETS                     686            705

        PLANT, PROPERTY, AND EQUIPMENT, NET              984          1,037

        TOTAL ASSETS                                  $2,918         $2,943


    LIABILITIES AND SHAREOWNERS' EQUITY

        SHORT-TERM DEBT                                  $35            $56

        ACCOUNTS PAYABLE                                 436            348

        OTHER CURRENT LIABILITIES                        275            259

        LONG-TERM DEBT                                 1,505          1,578

        DEFERRED INCOME TAXES                            129            108

        DEFERRED CREDITS AND OTHER LIABILITIES           160            156

        MINORITY INTEREST                                 15             16

        TOTAL SHAREOWNERS' EQUITY                        363            422

        TOTAL LIABILITIES AND SHAREOWNERS' EQUITY     $2,918         $2,943


        DEBT TO CAPITALIZATION RATIO                   80.3%          78.9%