11-K 1 c16306e11vk.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------ FORM 11-K ------------------------------------------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 1-12387 A. Full title of the plan and address of the plan, if different from that of the issuer named below: THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TENNECO INC. 500 NORTH FIELD DRIVE LAKE FOREST, IL 60045 ==================================================================== THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES TABLE OF CONTENTS
PAGE ---- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006 3 Notes to Financial Statements 4-12 SUPPLEMENTAL SCHEDULE-- Form 5500, Schedule H, Part IV, Line 4i -- Schedule of Assets (Held at End of Year) as of December 31, 2006 14
NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Participants of The Tenneco Employee Stock Ownership Plan for Hourly Employees: We have audited the accompanying statements of net assets available for benefits of The Tenneco Employee Stock Ownership Plan for Hourly Employees (the "Plan") as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 2 to the financial statements, the Plan retrospectively adopted Financial Accounting Standards Board Staff Position AAG INV-1 and 94-4-1: Reporting of Fully Benefit-responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Heath and Welfare and Pension Plans. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2006 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Chicago, Illinois June 25, 2007 THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2006 AND 2005
2006 2005 ------------ ------------ ASSETS: Investments: Participant-directed investments (Note 3) $ 94,348,429 Nonparticipant-directed investments (Note 4) 33,684,001 Investment in Tenneco Defined Contribution Plans Master Trust: Participant-directed investments 118,240,308 Nonparticipant-directed investments - common stock 26,566,667 ------------ ------------ Total investments, at fair value 144,806,975 128,032,430 ------------ ------------ Receivables: Employer contributions 50,914 51,621 Employer supplemental contributions 227,667 Participant contributions 122,126 119,187 ------------ ------------ Total receivables 400,707 170,808 ------------ ------------ Total assets 145,207,682 128,203,238 ------------ ------------ LIABILITIES--Accrued administrative expenses 61,000 37,500 ------------ ------------ Total liabilities 61,000 37,500 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE $145,146,682 $128,165,738 ------------ ------------ Adjustments from fair value to contract value for fully benefit-responsive investment contracts 254,754 $ -- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $145,401,436 $128,165,738 ============ ============
See notes to financial statements. 2 THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2006 ADDITIONS: Contributions: Participant contributions $ 7,525,897 Employer contributions 3,385,675 Rollovers 35,208 ------------ Total contributions 10,946,780 ------------ Investment income: Net appreciation in fair value of investments (Note 3) 7,781,326 Dividend 83,113 Interest 269,772 Investment income in Tenneco Defined Contribution Plans Master Trust 11,448,911 ------------ Net investment income 19,583,122 ------------ Total additions 30,529,902 ------------ DEDUCTIONS: Benefits paid to participants 12,613,307 Administrative expenses 311,079 Transfers out of Plan (Note 2) 369,818 ------------ Total deductions 13,294,204 ------------ INCREASE IN NET ASSETS 17,235,698 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 128,165,738 ------------ End of year $145,401,436 ============
See notes to financial statements. 3 THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31, 2006 1. DESCRIPTION OF THE PLAN The following description of The Tenneco Employee Stock Ownership Plan for Hourly Employees (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL -- The Plan is a defined contribution plan covering substantially all hourly employees of Tenneco Inc. (the "Company"). The Company controls and manages the operation and administration of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). MASTER TRUST -- Effective April 1, 2006, the Plan assets are held by Mellon Bank, N.A., as Trustee, in the Tenneco Defined Contribution Plans Master Trust (the "Master Trust"). Prior to April 1, 2006, the Plan assets were held by Putnam Fiduciary Trust Company. ELIGIBILITY -- Employees are eligible to participate in the Plan the first day of the month following the Company's receipt of an application for enrollment or two complete calendar months of employment provided the employee has not waived automatic enrollment. Certain union employees are subject to different eligibility provisions, as defined in the Plan Document. CONTRIBUTIONS -- An employee is automatically enrolled in the Plan upon completion of the eligibility requirements at a pretax contribution rate of 2% of pretax annual compensation, as defined in the Plan Document, subject to certain ("IRC") limitations, unless the employee elects to waive automatic enrollment prior to the effective date. Participants can elect to increase the pretax deferral rate, subject to certain IRC limitations, from 2% up to 75% in any whole percentage, at any time. The Company's matching contribution is 50% of the participant's contributions, not to exceed 8% of the participant's base compensation. For nonunion hourly participants hired on or after January 1, 2006, there is an additional 2% non-elective employer contribution after one year of service. Certain union employees are not eligible for the Company's matching contribution, as defined in the Plan document. Additional amounts may be contributed at the discretion of the Company. No such additional discretionary contributions were made for the year ended December 31, 2006. Participants may also roll over amounts from other qualified plans. Company matching contributions are made in cash. All Company matching contributions of Company common stock made prior to January 1, 2002, and the related earnings/losses will remain in the form of the Company's common stock until the participant reaches age 55 or terminates employment and requests a total distribution. Beginning in 2007, one third of these matching contributions will be unrestricted each year until there are no longer any restricted Company matching shares remaining. Effective January 1, 2007, the Plan was amended to provide supplemental annual company contributions based upon a participant's age in accordance with an age-graded schedule for those employees who ceased to accrue benefits under the company's defined benefit plans. 4 PARTICIPANT ACCOUNTS -- Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company's matching contribution, and allocations of Company discretionary contributions and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. INVESTMENTS -- Participants direct the investment of their contributions and the Company's matching contributions into various investment options offered by the Plan. The Plan currently offers participants the option to invest their contribution into the following funds: Mellon Stable Value Fund, Goldman Sachs Government Income Fund, Vanguard Total Bond Market Index Fund, American Funds AMCAP Fund, Goldman Sachs CORE U.S. Equity Fund, Vanguard 500 Index Fund, Vanguard Windsor II Fund, MSIF Mid Cap Growth Portfolio, Vanguard Selected Value Fund, Columbia Acorn Fund, Fidelity Low Priced Stock Fund, Lord Abbett Small-Cap Value Fund, American Funds Europacific Growth Fund, Lazard Emerging Markets Portfolio, Scudder RREEF Real Estate Securities Fund, TRowe Price Retirement Income Fund, TRowe Price Retirement 2010 Fund, TRowe Price Retirement 2015 Fund, TRowe Price Retirement 2020 Fund, TRowe Price Retirement 2025 Fund, TRowe Price Retirement 2030 Fund TRowe Price Retirement 2035 Fund, TRowe Price Retirement 2040 Fund, TRowe Price Retirement 2045 Fund, and Tenneco Inc. Common Stock Fund. Shares of Pactiv Corporation common stock are held by the Plan in a separate fund due to a transfer of participant account balances from another defined contribution plan in 2000; however, the fund is no longer an investment option for participants and direct contributions or fund transfers into this fund are not allowed. VESTING -- Participants are vested immediately in both their contributions plus actual earnings thereon. The Company's 2% non-elective matching contribution cliff vests after 5 years; all other matching contributions vest immediately. PARTICIPANT LOANS -- Active participants and certain other individuals who have not had a loan during the previous three months may borrow from their accounts up to a maximum of $50,000 less their highest outstanding loan balance in the previous 12 months or 50% of their account balance, whichever is less. Each participant may have only one loan outstanding at any time, with a term not to exceed 54 months and the amount of the loan may not be less than $1,000. The loans are secured by the balance in the participant's account and bear interest at rates equal to the prime rate as reported in The Wall Street Journal (ranging from 4.0% to 8.25% at December 31, 2006), at the time the loan is made. Principal and interest is paid ratably through payroll deductions. 5 TERMINATION OF PARTICIPATION -- Prior to March 28, 2005, upon termination of service due to death, disability, retirement, or termination of employment, a participant was permitted to elect either to receive a lump-sum amount equal to the value of the participant's vested interest in his or her account, or maintain the account, if the participant's vested interest in the account was more than $5,000. If the participant's account was less than $5,000, the participant was required to receive a lump-sum amount or rollover the amount to another qualified plan or IRA. Effective March 28, 2005, the Plan's sponsor, amended the Plan to reduce the mandatory lump-sum payout requirement from $5,000 to $1,000. As a result, at December 31, 2006 and December 31, 2005, the amounts owed to participants whose service had been terminated was $4,384 and $56,201, respectively. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING -- The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. USE OF ESTIMATES -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES -- The Plan utilizes various investment instruments, including common stock, mutual funds, and common collective trust funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. NEW ACCOUNTING PRONOUNCEMENT -- As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the "FSP"), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the statement of net assets available for benefits presents the investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The Plan did not hold any fully benefit-responsive investment contracts as of December 31, 2005, thus the adoption of the FSP is only applicable to the December 31, 2006 financial statements. The statement of changes in net assets available for benefits is prepared on a contract value basis. INVESTMENT VALUATION AND INCOME RECOGNITION -- The Plan's investment in the Master Trust is presented at fair value, which has been determined based on the fair value of the underlying investments of the Master Trust. Quoted market prices are used to determine the fair value of the Plan's investments, 6 when available. Shares of registered investment companies and common/collective trusts are valued at the net asset value of shares held by the Master Trust at year-end. Participant loans are valued at the outstanding loan balances. The Mellon Stable Value Fund is a common collective trust that may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Management fees and operating expenses charged to the Plan for investments in registered investment companies are deducted from income earned on a daily basis and are not separately reflected. Consequently, these management fees and operating expenses are reflected as a reduction of net appreciation (depreciation) in the fair market value of investments for such investments. ADMINISTRATIVE EXPENSES -- Administrative expenses of the Plan are paid by the Plan as provided in the Plan Document. PAYMENT OF BENEFITS -- Benefit payments to participants, including deemed distributions of participant loans, are recorded upon distribution. The amount allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $4,384 and $56,201 at December 31, 2006 and 2005, respectively. There were deemed distributions of participant loans in default of $123,271 and $172,363 at December 31, 2006 and 2005, respectively. TRANSFERS -- The Company also sponsors an employee stock ownership plan for salaried employees. If employees change hourly or salaried status during the year, their account balances are transferred into the corresponding plan. For the year ended December 31, 2006, net plan transfers to the salaried plan were $369,818. 7 3. INVESTMENTS The Plan's investments that represented 5% or more of the Plan's net assets available for benefits as of December 31, 2006 and 2005, are as follows:
2006 2005 ------------ ----------- Fidelity Growth Fund $14,198,913 Putnam Money Market Fund 17,984,475 Putnam New Opportunities Fund 6,739,408 Putnam S&P 500 Index Fund 14,422,813 Putnam Bond Index Fund 8,638,107 Tenneco Inc Common Stock* 38,860,868 Investment in Master Trust** $144,806,975
* Partially nonparticipant directed ** Assets are held in a master trust as of December 31, 2006 and the plan's only investment is an investment in the master trust During the three months ended March 31, 2006, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Registered investment companies $2,776,720 Pactiv Corporation common stock 162,816 Tenneco Inc. common stock 4,841,790 ---------- Net appreciation in fair value of investments $7,781,326 ==========
8 4. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments as of December 31, 2006 and 2005, and for the year ended December 31, 2006, is as follows:
2006 2005 ----------- ----------- Net Assets - Tenneco Inc. common stock $33,684,001 Investment in Tenneco Defined Contribution Plans Master Trust - Tenneco Inc. common stock $26,566,667
Year Ended December 31, 2006 ----------------- Changes in Net Assets: Net appreciation in fair value of investments 4,192,877 Benefits paid to participants (813,847) Administrative expenses (64,992) Transfers to participant-directed investments (11,055,572) Investment income from Master Trust 624,200 ------------ $ (7,117,334) ============
5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS At December 31, 2006 the Master Trust held shares of the Mellon Stable Value Fund, which is managed by Mellon Bank N.A. Mellon Bank N.A. is the trustee as defined by the Master Trust, and therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on this investment. At December 31, 2006 the Master Trust held 4,289,683 shares and as of December 31, 2005, the Plan held 1,981,686 shares of common stock of Tenneco Inc., the sponsoring employer, with a cost basis of $28,205,994 and $11,759,749, respectively. As of December 31, 2005, certain Plan investments were shares of registered investment companies and common/collective trusts which were managed by Putnam Fiduciary Trust Company. Putnam Fiduciary Trust Company was the trustee as defined by the Plan and, therefore, those transactions qualified as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each of these funds. 9 6. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. Any assets which are not allocated to the accounts of participants upon the complete termination of the Plan, or complete discontinuance of contributions, will be allocated among all of the participant accounts pro rata on the basis of their respective balances. 7. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated April 30, 2002, that the Plan and related trust, as then designed, were in accordance with the applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and is tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements. While conducting non-discrimination testing for the Plan for the 2006 plan year, it was determined that the Plan's prior recordkeeper did not use correct compensation when performing tests for prior plan years. Additionally, certain hourly employees were misclassified as union employees for testing purposes in prior plan years. The Company worked with its current and prior record keepers and the Plan's tax counsel to address this situation. When non-discrimination tests were performed using correct compensation and properly classifying employees, the Plan failed the Actual Deferral and Contribution Percentage ("ADP", "ACP") tests for the 2004 and 2005 plan years. All affected participants have been identified as having the proper method of correcting the testing failures. Correction has taken place for all affected participants with respect to the 2005 plan year, within the timeline allowed for correction under the IRC. For the 2004 plan year, the Company is in the process of communicating corrections to each affected participant and is committed to making such corrections in order to keep the plan tax qualified as of the financial statement dates. At December 31, 2006 the Plan has recorded an amount receivable from the company in the amount of $227,667 related to the correction of the non-discrimination testing related to 2004. In addition, the new recordkeeper finalized 2006 ADP and ACP tests using correct information and timely correction was made to all affected participants. 8. INTEREST IN MASTER TRUST Effective April 1, 2006, the Plan's investment assets are held in a trust account at the Trustee and consist of an undivided interest in an investment account of the Master Trust. Use of the Master Trust permits the commingling of trust assets for investment and administrative purposes. Although assets of both the Tenneco Employee Stock Ownership Plans for Hourly and Salary Employees are commingled in the Master Trust, the Trustee maintains supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans. The net investment income of the investment assets is allocated by the Trustee to each participating plan based on the relationship of the interest of each plan to the total of the interests of the participating plans. 10 The investments of the Master Trust at December 31, 2006 are summarized as follows:
2006 ------------ Investments--at fair value: Registered investment companies $208,609,526 Common/collective trusts 47,461,382 Pactiv common stock 11,074,826 Tenneco Inc. common stock 103,074,701 ------------ Total investments at fair value 370,220,435 ------------ Adjustment from Fair Value to Contract Value for fully benefit-responsive investment contracts 655,731 ------------ Net assets of the Tenneco Defined Contribution Plans Master Trust at contract value 370,876,166 ============ Plan's interest in net assets of the Master Trust at fair value 144,806,975 ============ Plan's interest in net assets of the Master Trust at contract value $145,061,729 ============ Plan's interest in net assets of the Master Trust as a percentage of the total at contract value 39% ============
11 The net investment earnings of the Master Trust for the nine months ended December 31, 2006 is summarized below:
2006 ----------- Dividend and interest income $ 480,691 ----------- Net appreciation in fair value of investments: Registered Investment Companies 14,426,173 Common/collective trusts 1,555,024 Pactiv common stock 3,720,379 Tenneco Inc. common stock 11,725,685 ----------- Net appreciation in fair value of investments 31,427,261 ----------- Investment income of Tenneco Defined Contribution Plans Master Trust $31,907,952 ===========
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
2006 2005 ------------ ------------ Net assets available for benefits per the financial statements $145,401,436 $128,165,738 Deemed distributions of participant loans (123,271) (172,363) ------------ ------------ Net assets available for benefits per Form 5500 $145,278,165 $127,993,375 ============ ============
The following is a reconciliation of changes in net assets available for benefits per the financial statements for the year ended December 31, 2006, to Form 5500: Benefits paid to participants per the financial statements $12,613,307 Add deemed distributions of participant loans at December 31, 2006 123,271 Less deemed distributions of participant loans at December 31, 2005 (172,363) ----------- Benefits paid to participants per Form 5500 $12,564,215 ===========
****** 12 SUPPLEMENTAL SCHEULE THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES FORM 5500, SCHEDULE H, PART IV, LINE 4i--SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2006
FAIR IDENTITY OF ISSUER / DESCRIPTION OF INVESTMENT COST** VALUE ---------------------------------------------- ------ ---------- * Participant loans (maturing 2006 to 2010 at interest rates of 4.0% to 8.25%) 8,844,810 --- ---------- TOTAL $ $8,844,810 === ==========
* Party-in-interest. ** Cost information is not required for participant-directed investments and is therefore not included. 13 SIGNATURES THE PLAN - Pursuant to the requirements of the Securities and Exchange Act of 1934, the Tenneco Inc. Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunder duly authorized. THE TENNECO EMPLOYEE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES Date: June 29, 2007 /s/ RICHARD P. SCHNEIDER ------------------------------------ RICHARD P. SCHNEIDER CHAIRMAN OF TENNECO INC. BENEFITS COMMITTEE INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ------------ 23.1 Consent of Deloitte & Touche LLP