LAKE FOREST, Ill.--(BUSINESS WIRE)--July 29, 2010--Tenneco Inc. (NYSE: TEN) reported second quarter net income of $40 million, or 66-cents per diluted share, up from a net loss of $33 million, or 72-cents per diluted share in second quarter 2009. Adjusted for the items below, net income was $38 million, or 62-cents per diluted share, compared with a net loss of $10 million, or 22-cents per diluted share a year ago. The tables in this press release reconcile GAAP results to non-GAAP results.

EBIT (earnings before interest, taxes and noncontrolling interests) was $93 million, an increase from $17 million a year ago. Adjusted EBIT was $97 million, versus $25 million in second quarter 2009. The EBIT increase was driven by a significant improvement in production volumes in all regions, related manufacturing efficiencies and higher aftermarket sales globally, partially offset by higher SGA&E costs.

EBITDA including noncontrolling interests (EBIT before depreciation and amortization) was $146 million, up from $72 million in second quarter 2009. Adjusted EBITDA including noncontrolling interests was $149 million, compared with $79 million a year ago.

“I am pleased with how we are capitalizing on a much improved production environment with strong year-over-year revenue and earnings growth, and solid cash performance,” said Gregg Sherrill, chairman and CEO, Tenneco. “We are on track in executing on our growth plans and, equally important, converting that growth to profit with the cost structure we now have in place and actions to continuously improve our operational performance.”

Second quarter revenue was $1.502 billion, up 36% from $1.106 billion a year ago. Excluding substrate sales and the impact of $16 million in negative currency, revenue was $1.209 billion, versus $892 million in second quarter 2009. Revenue rose primarily as a result of stronger OE production volumes across all regions including new platform launches. Stronger year-over-year aftermarket sales globally, particularly in North America and South America, also contributed to the increase.

Second quarter gross margin was 18.6% up from 17.5% a year ago and 18.5% in first quarter 2010. The year-over-year gross margin improvement was driven by higher OE production volumes and related manufacturing efficiencies, and an increase in higher-margin aftermarket sales. Compared to first quarter 2010, operating improvements were offset by $9 million in unfavorable currency, or a 0.6 percentage point negative impact on gross margin this quarter.

SGA&E (selling, general, administrative and engineering) expense as a percent of sales was 8.7% versus 10.1% a year ago as the company continues to leverage higher year-over-year revenues. SGA&E expense in the quarter was $131 million, compared with $112 million in second quarter 2009. The year-over-year increase reflects restoration of salary and benefit cuts made in the second quarter 2009 and higher performance-based compensation costs; lower customer engineering cost recoveries; higher engineering expenses related to customer programs and diesel aftertreatment technology development; and changeover costs associated with new aftermarket business in North America.

Tenneco generated $104 million in cash flow from operations, versus $112 million in second quarter 2009. This strong performance was the result of higher earnings and efficiently managing working capital. The company generated cash from working capital in the quarter despite an increased demand for working capital, driven by the industry recovery with significantly higher year-over-year OE production and higher aftermarket sales.

Tenneco ended the second quarter with net debt at $1.108 billion, down from $1.409 billion at the end of second quarter 2009. The year-over-year debt reduction was generated by positive cash flow as well as $188 million in proceeds from the company’s common stock offering in fourth quarter 2009.

The company’s leverage ratio – net debt to adjusted EBITDA including noncontrolling interests – was 2.3x, down significantly from 5.5x at June 30, 2009.

“Our stronger earnings, combined with working capital efficiencies, helped generate solid cash flow in the quarter,” Sherrill said. “We also continue to reduce our debt, which remains one of our top priorities as reflected in the fact that our leverage ratio is at an all-time low.”

Capital expenditures incurred in the quarter were $30 million, versus $24 million a year ago. The expenditures reflect Tenneco’s ongoing investments to support customer programs, expansion activities in emerging markets and future growth opportunities.

According to IHS Automotive, light vehicle production in the second half of 2010, versus a year ago, is projected to be up 11% in North America, 5% in China and 5% in South America, whereas Europe light vehicle production is expected to be down 7%.

Tenneco’s revenue growth continues to be driven by production volume recovery, the company’s strong position on many top-selling vehicle platforms, increased light vehicle content in both ride and emission control, as well as the launch and ramp-up of new commercial vehicle business. Tenneco has announced that the company is launching programs with 11 different commercial vehicle customers through 2011. Most of the 2010 programs will be launching in the fourth quarter and ramping up next year.

“Our performance year-to-date shows that we took advantage of stronger-than-expected first half industry conditions. While the pace of the economic and industry recovery will vary by region in the second half, we’re well-positioned for continued growth given our revenue drivers,” Sherrill said. “In terms of the bottom-line, we expect to continue benefiting from the cost structure changes and operational improvements we’ve made as we work to improve profitability.”

Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 3 Months

Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 6 Months

Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted EBITDA including noncontrolling interests

Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment Value-added Revenues – 3 and 6 Months

The company will host a conference call on Thursday, July 29, 2010 at 9:00 a.m. EDT. The dial-in number is 877-917-9492 (domestic) or 312-470-7278 (international). The passcode is TENNECO. The call and accompanying slides will be available on the financial section of the Tenneco web site at www.tenneco.com. A recording of the call will be available one hour following completion of the call on July 29, 2010 through August 30, 2010. To access this recording, dial 800-925-1773 (domestic) or 402-220-3092 (international). The purpose of the call is to discuss the company’s operations for the quarter, as well as other matters that may impact the company’s outlook. A copy of the press release is available on the financial and news sections of the Tenneco web site.

Tenneco is a $4.6 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 21,000 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®, Walker®, Gillet™ and Clevite®Elastomer brand names.

This press release contains forward-looking statements. Words such as “may,” “expects,” “anticipate,” ”projects,” “will,” and “outlook” 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 such as recent and significant production cuts by automotive manufacturers in response to difficult economic conditions;

(ii) 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;

(iii) 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;

(iv) 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;

(v) 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;

(vi) 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;

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

(viii) 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 at favorable rates, and the credit ratings of the company’s debt;

(ix) the cost and outcome of existing and any future legal proceedings, and the impact of changes in and compliance with laws and regulations, including environmental laws and regulations and the adoption of the current mandated timelines for worldwide emissions regulations;

(xi) 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;

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

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

(xiv) changes in accounting estimates and assumptions, including changes based on additional information;

(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, 2009.

				ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
Unaudited
THREE MONTHS ENDED JUNE 30,
(Millions except per share amounts)


	2010				2009
Net sales and operating revenues	$	1,502			$	1,106

Costs and expenses
Cost of sales (exclusive of depreciation shown below)		1,222		(a)		913		(e)
Engineering, research and development		33				24
Selling, general and administrative		98				88		(e)
Depreciation and amortization of other intangibles		53		(a)		55		(e)
Total costs and expenses		1,406				1,080

Loss on sale of receivables		(1	)	(d)		(2	)
Other income (expense)		(2	)			(7	)	(f)
Total other income (expense)		(3	)			(9	)

Income before interest expense, income taxes,
and noncontrolling ownership interests
North America		50		(a)		6		(e) (f)
Europe, South America & India		30		(a)		6		(e)
Asia Pacific		13				5
		93				17
Less:
Interest expense (net of interest capitalized)		32		(b) (d)		35
Income tax expense		15		(c)		11		(g)
Net income (loss)		46				(29	)

Less: Net income attributable to noncontrolling interests		6				4
Net income (loss) attributable to Tenneco Inc.	$	40			$	(33	)


Average common shares outstanding:
Basic		59.1				46.7
Diluted		61.0				46.7

Earnings (Loss) per share of common stock:
Basic	$	0.68			$	(0.72	)
Diluted	$	0.66			$	(0.72	)

(a) Includes restructuring and related charges of $4 million pre-tax, $3 million after tax or $0.04 per diluted share. Of the adjustment $3 million is recorded in cost of sales and $1 million is recorded in depreciation. Geographically, $3 million is recorded in North America and $1 million in Europe, South America and India.

(b) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per share for costs related to refinancing activities.

(c) Includes tax benefits of $6 million or $0.10 per diluted share related to income generated in lower tax rate jurisdictions as well as adjustments to tax estimates.

(d) The adoption of the new accounting guidance in Accounting Standards Codification (ASC) 860, "Accounting for Transfers of Financial Assets, an amendment to FAS No. 140" in the first quarter 2010 requires Tenneco to account for its accounts receivable securitization program in North America as secured borrowings. As a result, this impacted the statements of income by decreasing the loss on sale of receivables and increasing interest expense by the same amount.

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

(f) Includes charge of $5 million pre-tax, $3 million after tax or $0.07 per diluted share related to environmental liabilities of a company Tenneco acquired in 1996, at locations never operated by Tenneco, and for which that acquired company had been indemnified by Mark IV Industries, which declared bankruptcy in the second quarter 2009.

(g) Includes tax charges of $18 million or $0.39 per diluted share primarily related to the impact of recording a valuation allowance against the tax benefit for losses in the U.S. and certain foreign jurisdictions.

				ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
Unaudited
SIX MONTHS ENDED JUNE 30,
(Millions except per share amounts)


	2010				2009
Net sales and operating revenues	$	2,818			$	2,073

Costs and expenses
Cost of sales (exclusive of depreciation shown below)		2,295		(a)		1,740		(e)
Engineering, research and development		60				45
Selling, general and administrative		198				166		(e)
Depreciation and amortization of other intangibles		108		(a)		107		(e)
Total costs and expenses		2,661				2,058

Loss on sale of receivables		(2	)	(d)		(4	)
Other income (expense)		(3	)			(7	)	(f)
Total other income (expense)		(5	)			(11	)

Income before interest expense, income taxes,
and noncontrolling ownership interests
North America		86		(a)		10		(e) (f)
Europe, South America & India		42		(a)		(11	)	(e)
Asia Pacific		24				5
		152				4
Less:
Interest expense (net of interest capitalized)		64		(b) (d)		66
Income tax expense		30		(c)		14		(g)
Net income (loss)		58				(76	)

Less: Net income attributable to noncontrolling interests		11				6
Net income (loss) attributable to Tenneco Inc.	$	47			$	(82	)


Average common shares outstanding:
Basic		59.0				46.7
Diluted		60.9				46.7

Earnings (Loss) per share of common stock:
Basic	$	0.79			$	(1.76	)
Diluted	$	0.77			$	(1.76	)

(a) Includes restructuring and related charges of $9 million pre-tax, $6 million after tax or $0.09 per diluted share. Of the adjustment $7 million is recorded in cost of sales and $2 million is recorded in depreciation. Geographically, $7 million is recorded in North America and $2 million in Europe, South America and India.

(b) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per share for costs related to refinancing activities.

(c) Includes a net tax benefit of $1 million or $0.01 per diluted share related to income generated in lower tax rate jurisdictions as well as adjustments to tax estimates offset by the impact of not benefiting from U.S. and foreign tax losses.

(d) The adoption of the new accounting guidance in Accounting Standards Codification (ASC) 860, "Accounting for Transfers of Financial Assets, an amendment to FAS No. 140" in the first quarter 2010 requires Tenneco to account for its accounts receivable securitization program in North America as secured borrowings. As a result, this impacted the statements of income by decreasing the loss on sale of receivables and increasing interest expense by the same amount.

(e) Includes restructuring and related charges of $6 million pre-tax, $4 million after tax or $0.08 per diluted share. Of the adjustment $3 million is recorded in cost of sales, $1 million is recorded in SG&A and $2 million is recorded in depreciation. Geographically, $3 million is recorded in North America and $3 million in Europe, South America and India.

(f) Includes charge of $5 million pre-tax, $3 million after tax or $0.07 per diluted share related to environmental liabilities of a company Tenneco acquired in 1996, at locations never operated by Tenneco, and for which that acquired company had been indemnified by Mark IV Industries, which declared bankruptcy in the second quarter 2009.

(g) Includes tax charges of $36 million or $0.77 per diluted share primarily related to the impact of recording a valuation allowance against the tax benefit for losses in the U.S. and certain foreign jurisdictions.

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

			June 30, 2010				December 31, 2009
Assets

		Cash and cash equivalents	$	146			$	167

		Receivables, net		855		(a),(c)		596		(a)

		Inventories		471				428

		Other current assets		200				202

		Investments and other assets		315				338

		Plant, property, and equipment, net		993				1,110

		Total assets	$	2,980			$	2,841


Liabilities and Shareholders' Equity

		Short-term debt	$	65		(c)	$	75

		Accounts payable		954				766

		Accrued taxes		40				36

		Accrued interest		22				22

		Other current liabilities		305				302

		Long-term debt		1,189		(b)		1,145		(b)

		Deferred income taxes		57				66

		Deferred credits and other liabilities		395				411

		Redeemable noncontrolling interests		10				7

		Tenneco Inc. shareholders' equity		(86	)			(21	)

		Noncontrolling interests		29				32

		Total liabilities and shareholders' equity	$	2,980			$	2,841


			June 30, 2010				December 31, 2009
(a)	Accounts Receivables net of:
		North America - Accounts receivables securitization programs	$	-			$	62
		Other - Accounts receivables securitization programs	$	105			$	75

			June 30, 2010				December 31, 2009
(b)	Long term debt composed of:
		Borrowings against revolving credit facilities	$	25			$	-
		Term loan A (Due 2012)		-				133
		Term loan B (Due 2016)		150				-
		10.25% senior notes (Due 2013)		248				249
		8.625% subordinated notes (Due 2014)		500				500
		8.125% senior notes (Due 2015)		250				250
		Other long term debt		16				13

			$	1,189			$	1,145

(c) An accounting rule change in the first quarter 2010 requires Tenneco to account for its accounts receivable securitization program in North America as secured borrowings. At June 30, 2010, there were no borrowings outstanding under the North America accounts receivable securitization program.

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


		Three Months Ended
		June 30,
		2010				2009

	Operating activities:
	Net income (loss)	$	46			$	(29	)
	Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities -
	Depreciation and amortization of other intangibles		53				55
	Stock-based compensation		2				2
	Deferred income taxes		5				(4	)
	Loss on sale of assets		1				2
	Changes in components of working capital-
	(Inc.)/dec. in receivables		(102	)			(3	)
	(Inc.)/dec. in inventories		(27	)			33
	(Inc.)/dec. in prepayments and other current assets		9				(4	)
	Inc./(dec.) in payables		112				38
	Inc./(dec.) in taxes accrued		(6	)			22
	Inc./(dec.) in interest accrued		(8	)			(9	)
	Inc./(dec.) in other current liabilities		25				(2	)
	Changes in long-term assets		2				4
	Changes in long-term liabilities		(10	)			6
	Other		2				1
	Net cash provided by operating activities		104				112

	Investing activities:
	Cash payments for plant, property & equipment		(34	)			(30	)
	Cash payments for software-related intangibles		(6	)			(2	)
	Investments and other		1				-
	Net cash used by investing activities		(39	)			(32	)

	Financing activities:
	Issuance of long-term debt		155				-
	Debt issuance costs on long-term debt		(9	)			-
	Retirement of long-term debt		(129	)			(7	)
	Net inc./(dec.) in bank overdrafts		3				(11	)
	Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on long-term debt and short-term borrowings secured by accounts receivable		18				(62	)
	Net inc./(dec.) in short-term borrowings secured by accounts receivable		(126	)	(a)		-
	Distribution to noncontrolling interest partners		(10	)			(10	)
	Net cash used by financing activities		(98	)			(90	)

	Effect of foreign exchange rate changes on cash and cash equivalents		(14	)			8

	Decrease in cash and cash equivalents		(47	)			(2	)
	Cash and cash equivalents, April 1		193				113
	Cash and cash equivalents, June 30	$	146			$	111

	Cash paid during the period for interest	$	39			$	43
	Cash paid during the period for income taxes (net of refunds)		16				8

	Non-cash Investing and Financing Activities
	Period ended balance of payables for plant, property, and equipment	$	11			$	11

(a) An accounting rule change in the first quarter 2010 requires Tenneco to account for its accounts receivable securitization program in North America as secured borrowings. As a result, changes in funding from the North America accounts receivable securitization program are included in net cash provided by financing activities on the statement of cash flows and were previously reflected in net cash used by operating activities. At June 30, 2010, there were no borrowings outstanding under the North America accounts receivable securitization program.

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


		Six Months Ended
		June 30,
		2010				2009

	Operating activities:
	Net income (loss)	$	58			$	(76	)
	Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities -
	Depreciation and amortization of other intangibles		108				107
	Stock-based compensation		5				4
	Deferred income taxes		2				(3	)
	Loss on sale of assets		3				4
	Changes in components of working capital-
	(Inc.)/dec. in receivables		(293	)	(a)		(57	)
	(Inc.)/dec. in inventories		(71	)			67
	(Inc.)/dec. in prepayments and other current assets		2				(5	)
	Inc./(dec.) in payables		232				(36	)
	Inc./(dec.) in taxes accrued		1				19
	Inc./(dec.) in interest accrued		1				1
	Inc./(dec.) in other current liabilities		19				(5	)
	Changes in long-term assets		1				6
	Changes in long-term liabilities		(21	)			1
	Other		-				4
	Net cash provided by operating activities		47				31

	Investing activities:
	Proceeds from sale of assets		1				2
	Cash payments for plant, property & equipment		(72	)			(66	)
	Cash payments for software-related intangibles		(8	)			(4	)
	Acquisition of business, net of cash acquired		-				1
	Investments and other		2				-
	Net cash used by investing activities		(77	)			(67	)

	Financing activities:
	Issuance of long-term debt		155				2
	Debt issuance costs on long-term debt		(9	)			(8	)
	Retirement of long-term debt		(137	)			(8	)
	Net inc./(dec.) in bank overdrafts		2				(24	)
	Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on long-term debt and short-term borrowings secured by accounts receivable		20				75
	Net inc./(dec.) in short-term borrowings secured by accounts receivable		-		(a)		-
	Distribution to noncontrolling interest partners		(11	)			(10	)
	Net cash provided by financing activities		20				27

	Effect of foreign exchange rate changes on cash and cash equivalents		(11	)			(6	)

	Decrease in cash and cash equivalents		(21	)			(15	)
	Cash and cash equivalents, January 1		167				126
	Cash and cash equivalents, June 30	$	146			$	111

	Cash paid during the period for interest	$	61			$	65
	Cash paid during the period for income taxes (net of refunds)		24				12

	Non-cash Investing and Financing Activities
	Period ended balance of payables for plant, property, and equipment	$	11			$	11

(a) An accounting rule change in the first quarter 2010 requires Tenneco to account for its accounts receivable securitization program in North America as secured borrowings. As a result, changes in funding from the North America accounts receivable securitization program are included in net cash provided by financing activities on the statement of cash flows and were previously reflected in net cash used by operating activities. At June 30, 2010, there were no borrowings outstanding under the North America accounts receivable securitization program.

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


	Q2 2010
	North		Europe,		Asia
	America		SA & India		Pacific		Total
Net income attributable to Tenneco Inc.							$	40

Net income attributable to noncontrolling interests								6

Net income								46

Income tax expense								15

Interest expense (net of interest capitalized)								32

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	$	50	$	30	$	13		93

Depreciation and amortization of other intangibles		27		21		5		53

Total EBITDA including noncontrolling interests ⁽²⁾	$	77	$	51	$	18	$	146


	Q2 2009
	North		Europe,		Asia
	America		SA & India		Pacific		Total
Net loss attributable to Tenneco Inc.							$	(33	)

Net income attributable to noncontrolling interests								4

Net loss								(29	)

Income tax expense								11

Interest expense (net of interest capitalized)								35

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	$	6	$	6	$	5		17

Depreciation and amortization of other intangibles		28		23		4		55

Total EBITDA including noncontrolling interests ⁽²⁾	$	34	$	29	$	9	$	72


⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. 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 including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests 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 including noncontrolling interests 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


		Q2 2010										Q2 2009
		EBITDA ⁽³⁾		EBIT		Net income attributable to Tenneco Inc.			Per Share			EBITDA ⁽³⁾		EBIT		Net loss attributable to Tenneco Inc.			Per Share
Earnings Measures		$	146	$	93	$	40		$	0.66		$	72	$	17	$	(33	)	$	(0.72	)

Adjustments (reflect non-GAAP measures):
	Restructuring and related expenses		3		4		3			0.04			2		3		2			0.04
	Environmental reserve⁽⁴⁾		-		-		-			-			5		5		3			0.07
	Charges related to refinancing		-		-		1			0.02			-		-		-			-
	Net tax adjustments		-		-		(6	)		(0.10	)		-		-		18			0.39

Non-GAAP earnings measures		$	149	$	97	$	38		$	0.62		$	79	$	25	$	(10	)	$	(0.22	)

												Q2 2010
												North		Europe,		Asia
												America		SA & India		Pacific			Total
EBIT												$	50	$	30	$	13		$	93
	Restructuring and related expenses												3		1		-			4

Adjusted EBIT												$	53	$	31	$	13		$	97

												Q2 2009
												North		Europe,		Asia
												America		SA & India		Pacific			Total
EBIT												$	6		6	$	5		$	17
	Restructuring and related expenses												1		2		-			3
	Environmental reserve⁽⁴⁾												5		-		-			5

Adjusted EBIT												$	12	$	8	$	5		$	25


⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results for the second quarters of 2010 and 2009 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 and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. 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 including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. 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 including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests 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 including noncontrolling interests 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 related to environmental liabilities of a company Tenneco acquired in 1996, at locations never operated by Tenneco, and for which that acquired company had been indemnified by Mark IV Industries, which declared bankruptcy in the second quarter 2009.

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


	YTD 2010
	North		Europe,			Asia
	America		SA & India			Pacific		Total
Net income attributable to Tenneco Inc.								$	47

Net income attributable to noncontrolling interests									11

Net income									58

Income tax expense									30

Interest expense (net of interest capitalized)									64

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	$	86	$	42		$	24		152

Depreciation and amortization of other intangibles		55		43			10		108

Total EBITDA including noncontrolling interests ⁽²⁾	$	141	$	85		$	34	$	260

	YTD 2009
	North		Europe,			Asia
	America		SA & India			Pacific		Total
Net loss attributable to Tenneco Inc.								$	(82	)

Net income attributable to noncontrolling interests									6

Net loss									(76	)

Income tax expense									14

Interest expense (net of interest capitalized)									66

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	$	10	$	(11	)	$	5		4

Depreciation and amortization of other intangibles		56		43			8		107

Total EBITDA including noncontrolling interests ⁽²⁾	$	66	$	32		$	13	$	111


⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. 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 including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests 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 including noncontrolling interests 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 2010										YTD 2009
		EBITDA ⁽³⁾		EBIT		Net income attributable to Tenneco Inc.			Per Share			EBITDA ⁽³⁾		EBIT			Net loss attributable to Tenneco Inc.			Per Share
Earnings Measures		$	260	$	152	$	47		$	0.77		$	111	$	4		$	(82	)	$	(1.76	)

Adjustments (reflect non-GAAP measures):
	Restructuring and related expenses		7		9		6			0.09			4		6			4			0.08
	Environmental reserve⁽⁴⁾		-		-		-			-			5		5			3			0.07
	Charges related to refinancing		-		-		1			0.02			-		-			-			-
	Net tax adjustments		-		-		(1	)		(0.01	)		-		-			36			0.77

Non-GAAP earnings measures		$	267	$	161	$	53		$	0.87		$	120	$	15		$	(39	)	$	(0.84	)

												YTD 2010
												North		Europe,			Asia
												America		SA & India			Pacific			Total
EBIT												$	86	$	42		$	24		$	152
	Restructuring and related expenses												7		2			-			9

Adjusted EBIT												$	93	$	44		$	24		$	161

												YTD 2009
												North		Europe,			Asia
												America		SA & India			Pacific			Total
EBIT												$	10		(11	)	$	5		$	4
	Restructuring and related expenses												3		3			-			6
	Environmental reserve⁽⁴⁾												5		-			-			5

Adjusted EBIT												$	18	$	(8	)	$	5		$	15


⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾ Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results for the first six months of 2010 and 2009 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 and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. 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 including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. 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 including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests 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 including noncontrolling interests 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 related to environmental liabilities of a company Tenneco acquired in 1996, at locations never operated by Tenneco, and for which that acquired company had been indemnified by Mark IV Industries, which declared bankruptcy in the second quarter 2009.

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


		Q2 2010
									Substrate		Revenues
									Sales		Excluding
							Revenues		Excluding		Currency
				Currency			Excluding		Currency		and Substrate
		Revenues		Impact			Currency		Impact		Sales
North America Original Equipment
	Ride Control	$	140	$	4		$	136	$	-	$	136
	Exhaust		417		3			414		181		233
	Total North America Original Equipment		557		7			550		181		369

North America Aftermarket
	Ride Control		138		1			137		-		137
	Exhaust		43		1			42		-		42
	Total North America Aftermarket		181		2			179		-		179

Total North America			738		9			729		181		548

Europe Original Equipment
	Ride Control		114		(10	)		124		-		124
	Exhaust		266		(21	)		287		85		202
	Total Europe Original Equipment		380		(31	)		411		85		326

Europe Aftermarket
	Ride Control		56		(5	)		61		-		61
	Exhaust		41		(3	)		44		-		44
	Total Europe Aftermarket		97		(8	)		105		-		105

South America & India			129		9			120		13		107

Total Europe, South America & India			606		(30	)		636		98		538

Asia			121		-			121		27		94

Australia			37		5			32		3		29

Total Asia Pacific			158		5			153		30		123

Total Tenneco Inc.		$	1,502	$	(16	)	$	1,518	$	309	$	1,209


		Q2 2009
									Substrate		Revenues
									Sales		Excluding
							Revenues		Excluding		Currency
				Currency			Excluding		Currency		and Substrate
		Revenues		Impact			Currency		Impact		Sales
North America Original Equipment
	Ride Control	$	76	$	-		$	76	$	-	$	76
	Exhaust		242		-			242		109		133
	Total North America Original Equipment		318		-			318		109		209

North America Aftermarket
	Ride Control		109		-			109		-		109
	Exhaust		41		-			41		-		41
	Total North America Aftermarket		150		-			150		-		150

Total North America			468		-			468		109		359

Europe Original Equipment
	Ride Control		106		-			106		-		106
	Exhaust		223		-			223		71		152
	Total Europe Original Equipment		329		-			329		71		258

Europe Aftermarket
	Ride Control		56		-			56		-		56
	Exhaust		45		-			45		-		45
	Total Europe Aftermarket		101		-			101		-		101

South America & India			90		-			90		12		78

Total Europe, South America & India			520		-			520		83		437

Asia			88		-			88		19		69

Australia			30		-			30		3		27

Total Asia Pacific			118		-			118		22		96

Total Tenneco Inc.		$	1,106	$	-		$	1,106	$	214	$	892

	⁽¹⁾ Generally Accepted Accounting Principles

	⁽²⁾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 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 ⁽¹⁾ REVENUE TO NON-GAAP REVENUE MEASURES⁽²⁾
Unaudited


		YTD 2010
									Substrate		Revenues
									Sales		Excluding
							Revenues		Excluding		Currency
				Currency			Excluding		Currency		and Substrate
		Revenues		Impact			Currency		Impact		Sales
North America Original Equipment
	Ride Control	$	268	$	8		$	260	$	-	$	260
	Exhaust		743		5			738		316		422
	Total North America Original Equipment		1,011		13			998		316		682

North America Aftermarket
	Ride Control		251		3			248		-		248
	Exhaust		81		2			79		-		79
	Total North America Aftermarket		332		5			327		-		327

Total North America			1,343		18			1,325		316		1,009

Europe Original Equipment
	Ride Control		230		(5	)		235		-		235
	Exhaust		535		(4	)		539		167		372
	Total Europe Original Equipment		765		(9	)		774		167		607

Europe Aftermarket
	Ride Control		95		(2	)		97		-		97
	Exhaust		68		(1	)		69		-		69
	Total Europe Aftermarket		163		(3	)		166		-		166

South America & India			239		24			215		26		189

Total Europe, South America & India			1,167		12			1,155		193		962

Asia			232		1			231		52		179

Australia			76		14			62		4		58

Total Asia Pacific			308		15			293		56		237

Total Tenneco Inc.		$	2,818	$	45		$	2,773	$	565	$	2,208


		YTD 2009
									Substrate		Revenues
									Sales		Excluding
							Revenues		Excluding		Currency
				Currency			Excluding		Currency		and Substrate
		Revenues		Impact			Currency		Impact		Sales
North America Original Equipment
	Ride Control	$	162	$	-		$	162	$	-	$	162
	Exhaust		489		-			489		223		266
	Total North America Original Equipment		651		-			651		223		428

North America Aftermarket
	Ride Control		208		-			208		-		208
	Exhaust		78		-			78		-		78
	Total North America Aftermarket		286		-			286		-		286

Total North America			937		-			937		223		714

Europe Original Equipment
	Ride Control		197		-			197		-		197
	Exhaust		410		-			410		129		281
	Total Europe Original Equipment		607		-			607		129		478

Europe Aftermarket
	Ride Control		87		-			87		-		87
	Exhaust		74		-			74		-		74
	Total Europe Aftermarket		161		-			161		-		161

South America & India			158		-			158		21		137

Total Europe, South America & India			926		-			926		150		776

Asia			155		-			155		38		117

Australia			55		-			55		5		50

Total Asia Pacific			210		-			210		43		167

Total Tenneco Inc.		$	2,073	$	-		$	2,073	$	416	$	1,657

	⁽¹⁾ Generally Accepted Accounting Principles

	⁽²⁾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 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 NON-GAAP MEASURES
Debt net of cash / Adjusted EBITDA including noncontrolling interests
Unaudited

			Quarter Ended June 30,

			2010					2009

Total debt			$	1,254				$	1,520

Cash and cash equivalents				146					111

Debt net of cash balances ⁽¹⁾				1,108					1,409


Adjusted EBITDA including noncontrolling interests ^{(2) (3)}				482					257

Ratio of debt net of cash balances to adjusted EBITDA including noncontrolling interests ⁽⁴⁾			2.3x					5.5x


	Q3 09		Q4 09			Q1 10		Q2 10			Q2 10 LTM

Net income (loss) attributable to Tenneco Inc.	(8	)		17		7			40		56

Net income attributable to noncontrolling interests	4			9		5			6		24

Income tax expense (benefit)	4			(5	)	15			15		29

Interest expense (net of interest capitalized)	35			32		32			32		131

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	35			53		59			93		240

Depreciation and amortization of other intangibles	55			59		55			53		222

Total EBITDA including noncontrolling interests ⁽²⁾	90			112		114			146		462

Restructuring and related expenses	11			2		4			3		20


Total Adjusted EBITDA including noncontrolling interest ⁽³⁾	101			114		118			149		482

	Q3 08		Q4 08			Q1 09		Q2 09			Q2 09 LTM

Net loss attributable to Tenneco Inc.	(136	)		(298	)	(49	)		(33	)	(516	)

Net income attributable to noncontrolling interests	3			2		2			4		11

Income tax expense	131			126		3			11		271

Interest expense (net of interest capitalized)	30			25		31			35		121

EBIT, Income before interest expense, income taxes and noncontrolling ownership interests (GAAP measure)	28			(145	)	(13	)		17		(113	)

Depreciation and amortization of other intangibles	56			54		52			55		217

Total EBITDA including noncontrolling interests ⁽²⁾	84			(91	)	39			72		104

Restructuring and related expenses	6			24		2			2		34

Environmental reserve ⁽⁵⁾	-			-		-			5		5

Goodwill impairment charge	-			114		-			-		114

Total Adjusted EBITDA including noncontrolling interest ⁽³⁾	90			47		41			79		257

⁽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 including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. 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 including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests 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 including noncontrolling interests 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 including noncontrolling interests 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 including noncontrolling interests 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 of debt net of cash to annual adjusted EBITDA including noncontrolling interests 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 including noncontrolling interests 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 including noncontrolling interests and adjusted EBITDA including noncontrolling interests.

⁽⁵⁾ Represents a charge related to environmental liabilities of a company Tenneco acquired in 1996, at locations never operated by Tenneco, and for which that acquired company had been indemnified by Mark IV Industries, which declared bankruptcy in the second quarter 2009.

ATTACHMENT 2
TENNECO INC.
RECONCILIATION OF GAAP ⁽¹⁾ REVENUE TO NON-GAAP REVENUE MEASURES⁽²⁾
Original Equipment Value-added Revenues
Unaudited

	Three Months Ended June 30,

	2010		2009

Net sales and operating revenues	$	1,502	$	1,106

Less: Aftermarket revenues		321		287

Original equipment revenues		1,181		819

Less: Substrate sales		304		214

Original equipment value-added revenues	$	877	$	605

	Six Months Ended June 30,

	2010		2009

Net sales and operating revenues	$	2,818	$	2,073

Less: Aftermarket revenues		578		510

Original equipment revenues		2,240		1,563

Less: Substrate sales		565		416

Original equipment value-added revenues	$	1,675	$	1,147


⁽¹⁾ Generally Accepted Accounting Principles

⁽²⁾Tenneco presents the above reconciliation of revenues in order to reflect OE value-added revenues. Substrate 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.

CONTACT:
Tenneco Inc.
Jane Ostrander
Media inquiries
847 482-5607
jostrander@tenneco.com
or
Linae Golla
Investor inquiries
847 482-5162
lgolla@tenneco.com
or
Margie Pazikas
Media inquiries
+32 (0) 2 706 9025
mpazikas@tenneco.com

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS	60045
(Address of Principal Executive Offices)	(Zip Code)

Exhibit No.		Description

99.1		Press release issued July 29, 2010

		TENNECO INC.


Date:	July 29, 2010	By:	/s/ Kenneth R. Trammell
			Kenneth R. Trammell
			Executive Vice President
			and Chief Financial Officer

		Q2 2010										Q2 2009
		EBITDA		EBIT		Net income attributable to Tenneco Inc.			Per Share			EBITDA		EBIT		Net loss attributable to Tenneco Inc.			Per Share
Earnings Measures		$	146	$	93	$	40		$	0.66		$	72	$	17	$	(33	)	$	(0.72	)

Adjustments (reflect non-GAAP measures):

	Restructuring and related expenses		3		4		3			0.04			2		3		2			0.04

	Environmental reserve		-		-		-			-			5		5		3			0.07

	Charges related to refinancing		-		-		1			0.02			-		-		-			-

	Net tax adjustments		-		-		(6	)		(0.10	)		-		-		18			0.39

Non-GAAP earnings measures		$	149	$	97	$	38		$	0.62		$	79	$	25	$	(10	)	$	(0.22	)