TENNECO AUTOMOTIVE INC, 10-Q, 2000-11-14

TENNECO AUTOMOTIVE INC
10-Q, 2000-11-14
MOTOR VEHICLE PARTS & ACCESSORIES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------------------

FORM 10-Q

(Mark One)

<TABLE>
<S> <C>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>

Commission File Number 1-12387

TENNECO AUTOMOTIVE INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 76-0515284
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices) (Zip Code)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (847) 482-5000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

Common Stock, par value $.01 per share: 35,659,628 shares as of September 30,
2000.

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<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Tenneco Automotive Inc. and Consolidated Subsidiaries --
Report of Independent Public Accountants............... 4
Statements of Income (Loss)............................ 5
Balance Sheets......................................... 6
Statements of Cash Flows............................... 7
Statements of Changes in Shareholders' Equity.......... 8
Statements of Comprehensive Income (Loss).............. 9
Notes to Financial Statements.......................... 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 25
Item 3. Quantitative and Qualitative Disclosures About
Market Risk............................................ 25
PART II--OTHER INFORMATION
Item 1. Legal Proceedings................................. *
Item 2. Changes in Securities............................. *
Item 3. Defaults Upon Senior Securities................... *
Item 4. Submission of Matters to a Vote of Security
Holders................................................ *
Item 5. Other Information................................. 41
Item 6. Exhibits and Reports on Form 8-K.................. 41
</TABLE>

---------------
* No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains forward-looking statements
regarding, among other things, our prospects and business strategies. These
forward-looking statements are included primarily under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the section therein entitled "Outlook." The words "will,"
"believes," "should," "plans," "expects," and "estimates," and similar
expressions (and variations thereof), identify these forward-looking statements.
Although we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, these expectations may not prove
to be correct. Because these forward-looking statements are also subject to
risks and uncertainties, actual results may differ materially from the
expectations expressed in the forward-looking statements. Important factors that
could cause actual results to differ materially from the expectations reflected
in the forward-looking statements include:

- general economic, business and market conditions;

- the impact of consolidation among automotive parts suppliers and
customers on our ability to compete;

- operating hazards associated with our business;

- changes in consumer demand, prices and preferences for automobiles and
automotive parts, as well as changes in automobile manufacturers' actual
and forecasted requirements for our products (and the resultant impact on
our ability to realize the sales represented by our awarded book of
business);

- changes in distribution channels or competitive conditions in the markets
and countries where we operate, including the impact of changes in
distribution channels for aftermarket products on our ability to increase
or maintain aftermarket sales;

- cyclicality of automotive production and sales;

2
<PAGE> 3

- material substitution;

- labor disruptions at our facilities or at any of our significant
customers or suppliers;

- economic, exchange rate and political conditions in the foreign countries
where we operate or sell our products;

- customer acceptance of new products;

- new technologies that reduce the demand for certain of our products or
otherwise render them obsolete;

- our ability to integrate operations of acquired businesses quickly and in
a cost effective manner;

- our ability to execute restructuring and other cost reduction plans and
realize anticipated benefits from these plans;

- our ability to realize our business strategy of improving operating
performance;

- capital availability or costs, including changes in interest rates,
market perceptions of the industries in which we operate or ratings of
securities;

- changes by the Financial Accounting Standards Board or the Securities and
Exchange Commission of authoritative generally accepted accounting
principles or policies;

- the impact of changes in and compliance with laws and regulations,
including environmental laws and regulations, and environmental
liabilities in excess of the amount reserved;

- any other changes that cause the assumptions described in the "Outlook"
section of "Management's Discussion and Analysis of Financial Condition
and Results of Operations" to prove to be incorrect; and

- the occurrence or non-occurrence of circumstances beyond our control.

3
<PAGE> 4

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Tenneco Automotive Inc.:

We have reviewed the consolidated balance sheet of Tenneco Automotive Inc.
and consolidated subsidiaries as of September 30, 2000, and the related
consolidated statements of income and cash flows for the three and nine-month
periods ended September 30, 2000. These financial statements are the
responsibility of Tenneco Automotive Inc.'s management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois
October 23, 2000

4
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF INCOME (LOSS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES
Net sales and operating revenue............. $ 870 $ 816 $ 2,700 $ 2,473
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
shown below).............................. 678 600 2,062 1,812
Engineering, research, and development...... 14 12 44 39
Selling, general, and administrative........ 89 100 316 303
Depreciation and amortization............... 40 39 116 110
----------- ----------- ----------- -----------
821 751 2,538 2,264
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)........................ (2) 2 -- 10
----------- ----------- ----------- -----------
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES,
AND MINORITY INTEREST....................... 47 67 162 219
Interest expense (net of interest
capitalized).............................. 46 16 139 58
Income tax expense (benefit)................ (5) 16 (1) 60
Minority interest........................... -- 8 2 21
----------- ----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS............. 6 27 22 80
----------- ----------- ----------- -----------
Income (loss) from discontinued operations,
net of income tax........................... -- 12 -- (99)
----------- ----------- ----------- -----------
Income (loss) before extraordinary loss....... 6 39 22 (19)
Extraordinary loss, net of income tax......... (1) -- (1) (7)
----------- ----------- ----------- -----------
Income (loss) before cumulative effect of
change in accounting principle.............. 5 39 21 (26)
Cumulative effect of change in accounting
principle, net of income tax................ -- -- -- (134)
----------- ----------- ----------- -----------
NET INCOME (LOSS)............................. $ 5 $ 39 $ 21 $ (160)
=========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE
Average shares of common stock outstanding--
Basic....................................... 35,054,961 33,491,897 34,392,126 33,423,014
Diluted..................................... 35,217,995 33,545,064 34,584,516 33,491,690
Basic earnings (loss) per share of common
stock--Continuing operations................ $ .17 $ .86 $ .62 $ 2.40
Discontinued operations..................... -- .32 -- (2.98)
Extraordinary loss.......................... (.01) -- (.01) (0.20)
Cumulative effect of change in accounting
principle................................. -- -- -- (4.00)
----------- ----------- ----------- -----------
$ .16 $ 1.18 $ .61 $ (4.78)
=========== =========== =========== ===========
Diluted earnings (loss) per share of common
stock--
Continuing operations....................... $ .16 $ .86 $ .61 $ 2.40
Discontinued operations..................... -- .32 -- (2.98)
Extraordinary loss.......................... (.01) -- (.01) (0.20)
Cumulative effect of change in accounting
principle................................. -- -- -- (4.00)
----------- ----------- ----------- -----------
$ .15 $ 1.18 $ .60 $ (4.78)
=========== =========== =========== ===========
Cash dividends per share of common stock...... $ 0.05 $ 1.50 $ 0.15 $ 4.50
=========== =========== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements of income (loss).
5
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(MILLIONS)
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments....................... $ 68 $ 84
Receivables--
Customer notes and accounts, net....................... 554 557
Other.................................................. 30 14
Inventories--
Finished goods......................................... 187 215
Work in process........................................ 85 86
Raw materials.......................................... 86 73
Materials and supplies................................. 37 38
Deferred income taxes..................................... 79 59
Prepayments and other..................................... 81 75
------- -------
1,207 1,201
------- -------
Other assets:
Long-term notes receivable, net........................... 23 20
Goodwill and intangibles, net............................. 467 495
Deferred income taxes..................................... 53 13
Pension assets............................................ 34 31
Other..................................................... 144 146
------- -------
721 705
------- -------
Plant, property, and equipment, at cost..................... 1,849 1,923
Less--Reserves for depreciation and amortization.......... 865 886
------- -------
984 1,037
------- -------
$ 2,912 $ 2,943
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt (including current maturities on long-term
debt).................................................. $ 35 $ 56
Accounts payable.......................................... 436 348
Accrued taxes............................................. 23 20
Accrued interest.......................................... 50 29
Accrued liabilities....................................... 149 149
Other..................................................... 47 61
------- -------
740 663
------- -------
Long-term debt.............................................. 1,505 1,578
------- -------
Deferred income taxes....................................... 129 108
------- -------
Postretirement benefits..................................... 135 125
------- -------
Deferred credits and other liabilities...................... 25 31
------- -------
Commitments and contingencies
Minority interest........................................... 15 16
------- -------
Shareholders' equity:
Common stock.............................................. -- --
Premium on common stock and other capital surplus......... 2,734 2,721
Accumulated other comprehensive income (loss)............. (267) (179)
Retained earnings (accumulated deficit)................... (1,864) (1,880)
------- -------
603 662
Less--Shares held as treasury stock, at cost.............. 240 240
------- -------
363 422
------- -------
$ 2,912 $ 2,943
======= =======
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.
6
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2000 1999
---- ----
(MILLIONS)
<S> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations........................... $ 22 $ 80
Adjustments to reconcile income from continuing operations
to cash provided (used) by continuing operations--
Depreciation and amortization............................. 116 110
Deferred income taxes..................................... (15) 44
(Gain) loss on sale of businesses and assets, net......... 1 5
Changes in components of working capital--
(Increase) decrease in receivables...................... (44) (244)
(Increase) decrease in inventories...................... (11) (7)
(Increase) decrease in prepayments and other current
assets................................................. (15) 15
Increase (decrease) in accounts payable................. 123 44
Increase (decrease) in accrued taxes.................... 7 (74)
Increase (decrease) in accrued interest................. 20 39
Increase (decrease) 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 related to the sale of discontinued
operations................................................ -- 342
Net proceeds from sale of assets............................ 7 8
Expenditures for plant, property, and equipment............. (108) (104)
Acquisitions of businesses.................................. (5) (36)
Expenditures for plant, property, and equipment and business
acquisitions--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 stock....................... 13 28
Proceeds from subsidiary equity issued...................... 1 --
Purchase of common stock.................................... -- (4)
Issuance of long-term debt.................................. 1 1,761
Retirement of long-term debt................................ (67) (30)
Net increase (decrease) 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
------- -------
Increase (decrease) in cash and temporary cash
investments............................................... (16) 13
Cash and temporary cash investments, January 1.............. 84 29
------- -------
Cash and temporary cash investments, September 30 (Note).... $ 68 $ 42
======= =======
Cash paid during the period for interest.................... $ 125 $ 150
Cash paid during the period for income taxes (net of
refunds).................................................. $ 8 $ 77
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common equity interest received related to the sale of
containerboard operations................................. -- 194
Principal amount of long-term debt assumed by buyers of
containerboard operations................................. -- (1,760)
</TABLE>

---------------
NOTE:Cash and temporary cash investments include highly liquid investments with
a maturity of three months or less at the date of purchase.
The accompanying notes to financial statements are an integral part of these
statements of cash flows.

7
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------
2000 1999
--------------------- --------------------
SHARES AMOUNTS SHARES AMOUNT
---------- ------- ---------- ------
(MILLIONS EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C>
COMMON STOCK
Balance January 1................................... 34,970,485 $ -- 34,734,039 $ --
Issued pursuant to benefit plans.................. 1,987,641 -- 109,004 --
---------- ------- ---------- ------
Balance September 30................................ 36,958,126 -- 34,843,043 --
========== ======= ========== ======
PREMIUM ON COMMON STOCK AND OTHER CAPITAL SURPLUS
Balance January 1................................... 2,721 2,712
Premium on common stock issued pursuant to benefit
plans.......................................... 13 11
------- ------
Balance September 30................................ 2,734 2,723
------- ------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance January 1................................... (179) (91)
Other comprehensive income (loss)................. (88) (83)
------- ------
Balance September 30................................ (267) (174)
------- ------
RETAINED EARNINGS (ACCUMULATED DEFICIT)
Balance January 1................................... (1,880) 142
Net income (loss)................................. 21 (160)
Dividends on common stock......................... (5) (150)
------- ------
Balance September 30................................ (1,864) (168)
------- ------
LESS--COMMON STOCK HELD AS TREASURY STOCK, AT COST
Balance January 1................................... 1,298,373 240 1,351,536 259
Shares acquired................................... 125 -- 34,669 5
Shares issued pursuant to benefit and dividend
reinvestment plans............................. -- -- (118,166) (23)
---------- ------- ---------- ------
Balance September 30................................ 1,298,498 240 1,268,039 241
========== ------- ========== ------
Total............................................... $ 363 $2,140
======= ======
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements of changes in shareholders' equity.
8
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------------
2000 1999
----------------------------- -----------------------------
ACCUMULATED ACCUMULATED
OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME
------------- ------------- ------------- -------------
(MILLIONS)
<S> <C> <C> <C> <C>
NET INCOME (LOSS)............................ $ 5 $ 39
----- -----
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
CUMULATIVE TRANSLATION ADJUSTMENT
Balance July 1............................. $(218) $(185)
Translation of foreign currency
statements............................ (46) (46) 20 20
----- -----
Balance September 30....................... (264) (165)
----- -----
ADDITIONAL MINIMUM PENSION LIABILITY
ADJUSTMENT
Balance July 1............................. (3) (9)
Additional minimum pension liability
adjustments........................... -- -- -- --
----- -----
Balance September 30....................... (3) (9)
----- -----
Balance September 30......................... $(267) $(174)
===== ----- ===== -----
Other comprehensive income (loss)............ (46) 20
----- -----
COMPREHENSIVE INCOME (LOSS).................. $ (41) $ 59
===== =====
</TABLE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------------
2000 1999
------------------------------ ------------------------------
ACCUMULATED ACCUMULATED
OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME
------------- ------------- ------------- -------------
(MILLIONS)
<S> <C> <C> <C> <C>
NET INCOME (LOSS).......................... $ 21 $(160)
----- -----
ACCUMULATED OTHER COMPREHENSIVE INCOME
(LOSS)
CUMULATIVE TRANSLATION ADJUSTMENT
Balance January 1........................ $(176) $ (82)
Translation of foreign currency
statements.......................... (88) (88) (83) (83)
----- -----
Balance September 30..................... (264) (165)
----- -----
ADDITIONAL MINIMUM PENSION LIABILITY
ADJUSTMENT
Balance January 1........................ (3) (9)
Additional minimum pension liability
adjustments......................... -- -- -- --
----- -----
Balance September 30..................... (3) (9)
----- -----
Balance September 30....................... $(267) $(174)
===== ----- ===== -----
Other comprehensive income (loss).......... (88) (83)
----- -----
COMPREHENSIVE INCOME (LOSS)................ $ (67) $(243)
===== =====
</TABLE>

The accompanying notes to financial statements are an integral part
of these statements of comprehensive income (loss).
9
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

(1) Tenneco Automotive Inc. was known as Tenneco Inc. before the spin-off,
on November 4, 1999, of our packaging business, as described in Note 2. In these
notes, when we discuss Tenneco we mean Tenneco Inc. and its consolidated
subsidiaries before the spin-off and Tenneco Automotive Inc. and its
consolidated subsidiaries after the spin-off.

In our opinion, the accompanying unaudited financial statements contain all
adjustments (consisting of normal recurring adjustments) necessary to present
fairly Tenneco's financial position, results of operations, cash flows, changes
in shareholders' equity, and comprehensive income for the periods indicated. We
have prepared the unaudited interim consolidated financial statements pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles.

Our consolidated financial statements include all majority-owned
subsidiaries. We carry investments in 20% to 50% owned companies where we have
the ability to exert significant influence over operating and financial policies
at cost plus equity in undistributed earnings and cumulative translation
adjustments since date of acquisition. We have no investments in 20% to 50%
owned companies where we do not carry the investment at cost plus equity in
undistributed earnings.

We have reclassified prior year's financial statements where appropriate to
conform to 2000 presentations.

In the first quarter of 2000 we changed how we record "pass through" sales
of some catalytic converter components. "Pass through" sales occur when we
purchase these components from suppliers, use the components in our
manufacturing process and sell the components to our customers as part of the
completed catalytic converter. In the past, we recorded "pass through" sales as
a reduction of cost of sales. We now record them as part of net sales.
Relationships with customers have begun to change where we now take title to
these components in the manufacturing process. Additionally, we believe that our
competitors in the automotive parts industry already follow this practice so
this change is consistent with industry practice and will permit improved
comparability with these companies. As a result of the change, our sales
increased $48 million and $150 million in the three months and nine months ended
September 30, 2000, respectively, with no impact on our earnings before interest
and taxes. Had these components been recorded on a comparable basis in the three
months and nine months ended September 30, 1999, net sales would have been $48
million and $90 million higher in those periods, respectively.

(2) In July 1998, the Board of Directors authorized management to develop a
broad range of strategic alternatives to separate the automotive, paperboard
packaging, and specialty packaging businesses. Subsequently, we completed the
following actions:

- In January 1999, we announced an agreement to contribute the
containerboard business to a new joint venture with an affiliate of
Madison Dearborn Partners. The proceeds from the transaction, including
debt assumed by the new joint venture, were approximately $2 billion. The
transaction closed in April 1999. Tenneco retained a 43 percent interest
in the joint venture.

- In April 1999, we announced an agreement to sell our folding carton
operations to Caraustar Industries. This transaction closed in June 1999.
The folding carton operations and the containerboard business together
represented our paperboard packaging operating segment.

- On November 4, 1999, we completed the spin-off of the common stock of
Tenneco Packaging Inc., now known as Pactiv Corporation, to our
shareholders. Pactiv included all of the businesses that made up our
specialty packaging segment, as well as our remaining interest in the
containerboard joint venture and our administrative services operations.

As a result of this series of transactions, our former specialty and
paperboard packaging operating segments are presented as discontinued operations
in the accompanying financial statements.

10
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

(3) The results of operations for the three and nine months ended September
30, 1999, for our discontinued specialty packaging business were:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
(MILLIONS)
<S> <C> <C>
Net sales and operating revenues.......................... $754 $2,158
==== ======
Income before income taxes and interest allocation........ $ 69 $ 213
Income tax (expense) benefit.............................. (39) (87)
---- ------
Income before interest allocation......................... 30 126
Allocated interest expense, net of income tax............. (26) (70)
---- ------
Income from discontinued operations....................... $ 4 $ 56
==== ======
</TABLE>

The results of operations for the three and nine months ended September 30,
1999, for our discontinued paperboard packaging business were:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
(MILLIONS)
<S> <C> <C>
Net sales and operating revenues.......................... $-- $ 445
== =====
Income (loss) before income taxes and interest allocation
Operations.............................................. $8 $ 30
Loss on containerboard sale............................. -- (293)
Gain on folding carton sale............................. -- (14)
-- -----
8 (249)
Income tax (expense) benefit.............................. -- 99
-- -----
Income (loss) before interest allocation.................. 8 (150)
Allocated interest expense, net of income tax............. -- (5)
-- -----
Income (loss) from discontinued operations................ $8 $(155)
== =====
</TABLE>

Our practice is to incur indebtedness for our consolidated group at the
parent company level or at a limited number of subsidiaries, rather than at the
operating company level, and to centrally manage various cash functions.
Consequently, our corporate debt was allocated to discontinued operations based
upon the ratio of the discontinued operations' net assets to our consolidated
net assets plus debt. We have allocated interest expense, net of tax, to our
discontinued operations based on the same allocation methodology.

(4) We adopted plans to restructure portions of our operations in both 1998
and 1999. In the fourth quarter of 1998, our Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs. We recorded a pre-tax charge to income from continuing
operations in that quarter of $53 million, $34 million after-tax, or $1.02 per
diluted common share. Of the pre-tax charge, for operational restructuring
plans, $36 million related to the consolidation of the manufacturing and
distribution operations of our North American aftermarket business. A staff and
related cost reduction plan, which covered employees in both the operating units
and corporate operations, cost $17 million.

11
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TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

Our aftermarket restructuring involved closing two plant locations and five
distribution centers, resulting in eliminating 302 positions. Our staff and
related cost reduction plan involved eliminating 454 administrative positions.
We wrote down the fixed assets at the locations to be closed to their fair
value, less costs to sell, in the fourth quarter of 1998. As a result of the
single-purpose nature of the assets, we estimated fair value at scrap value less
cost to dispose. We did not receive any significant net cash proceeds from the
ultimate disposal of these assets. The effect of suspending depreciation for
these impaired assets is a reduction in depreciation and amortization of
approximately $2 million on an annual basis. As of September 30, 2000, we have
completed the restructuring actions with respect to the 1998 plan.

In the fourth quarter of 1999, our Board of Directors approved a
restructuring plan designed to further reduce operational overhead costs. We
recorded a pre-tax charge to income from continuing operations in that quarter
of $55 million, $50 million after-tax, or $1.50 per diluted common share.

The charge includes $37 million recorded in Europe to close a ride control
manufacturing facility and an exhaust just-in-time plant, close or downsize four
aftermarket distribution centers, and reduce administrative overhead by reducing
management employment; $15 million to close a North American exhaust
manufacturing facility; and $3 million for employment reductions in South
America. In total, the plan involves eliminating about 780 positions. We wrote
down the fixed assets at the locations to be closed to their fair value, less
costs to sell, in the fourth quarter of 1999. We estimated the fair value for
buildings using external real estate valuations or a review of recent sales
prices for like buildings in the area surrounding the plant to be closed. As a
result of the single-purpose nature of the machinery and equipment to be
disposed of, fair value was estimated at scrap value less cost to dispose in
most cases. For certain machines which have value in the used equipment market,
engineers estimated value based on recent sales of like machines. We expect to
receive net cash proceeds of about $8 million when we dispose of these assets.
The effect of suspending depreciation for these impaired assets is a reduction
in depreciation and amortization expense of approximately $3 million on an
annual basis. We expect to complete all restructuring activities for the 1999
plan by the middle of 2001.

As of September 30, 2000, approximately 690 employees have been terminated
under the 1999 plan. The closure of the North American exhaust facility and the
employment reductions in South America have been completed with the exception of
the final disposal of certain assets. The European actions are being completed
in accordance with our initial restructuring plan.

Amounts related to the 1998 and 1999 restructuring plans are shown in the
following table:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 2000 SEPTEMBER 30, 2000
RESTRUCTURING CASH IMPACT OF RESTRUCTURING
RESERVE PAYMENTS EXCHANGE RATES RESERVE
----------------- -------- -------------- ------------------
<S> <C> <C> <C> <C>
Severance............................. $26 $16 $ 1 $ 9
Facility exit costs................... 2 1 -- 1
--- --- --- ---
$28 $17 $ 1 $10
=== === === ===
</TABLE>

(5) We are party to various legal proceedings arising from our operations.
We believe that the outcome of these proceedings, individually and in the
aggregate, will have no material effect on our financial position or results of
operations.

(6) We are subject to a variety of environmental and pollution control laws
and regulations in all jurisdictions in which we operate. We have provided
reserves for compliance with these laws and regulations where it is probable
that a liability exists and where we can make a reasonable estimate of the
liability. The estimated liabilities recorded are subject to change as more
information becomes available regarding the magnitude of possible costs and the
timing, varying costs, and effectiveness of alternative technologies.

12
<PAGE> 13
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

We have recently undertaken a third-party evaluation of estimated
environmental remediation costs at two of our facilities. The evaluations were
initiated as a result of testing that indicated the potential underground
migration of some contaminants beyond our facility property. For one of the
facilities, we have determined that there is no significant change to our cost
estimates which were previously accrued. The evaluation of the second facility
is expected to be complete in the fourth quarter of 2000. If those results
indicate environmental contamination has occurred, we could be required to
increase our reserve for that facility in an amount which we cannot predict at
this time. The reserve required could be material to our income statement in the
period when we are required to adjust it. However, we believe that the costs
associated with environmental liabilities will not be material to our
consolidated financial position.

(7) In the first quarter of 1999, we recognized an extraordinary loss of $7
million (net of a $3 million income tax benefit), or $.20 per diluted common
share related to the early retirement of debt in connection with the sale of the
containerboard assets. In the third quarter of 2000, we recognized an
extraordinary loss of $1 million, or $.01 per diluted common share related to
the early retirement of a portion of our long term debt.

(8) In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement was effective for fiscal years beginning after
December 15, 1998. The statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Prior to January 1, 1999, we
capitalized certain costs related to start-up activities, primarily
pre-production design and development costs for new original equipment
automobile platforms. We adopted SOP 98-5 on January 1, 1999, and recorded an
after-tax charge for the cumulative effect of this change in accounting
principle of $102 million (net of a $50 million tax benefit), or $3.05 per
diluted common share.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
accounting and reporting standards requiring that all derivative instruments,
including derivative instruments embedded in other contracts, be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement and requires
that a company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting treatment. This statement cannot
be applied retroactively and is effective for all fiscal years beginning after
June 15, 2000. We do not believe the adoption of this standard will have a
significant impact on our financial position or results of operations, as it
relates to hedging our foreign currency and interest rate risks; however, we
have not finished evaluating the new standard and have not yet determined the
total impact it will have on our financial position or results of operations.

Effective January 1, 1999, we changed our method of accounting for customer
acquisition costs from a deferral method to an expense-as-incurred method. In
connection with the decision to separate the automotive and specialty packaging
businesses into independent public companies, we determined that a change to an
expense-as-incurred method of accounting for automotive aftermarket customer
acquisition costs was preferable in order to permit improved comparability of
stand-alone financial results with our aftermarket industry competitors. We
recorded an after-tax charge for the cumulative effect of this change in
accounting principle of $32 million (net of a $22 million tax benefit), or $.95
per diluted common share.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition". This SAB
provides guidance on the recognition, presentation, and disclosure of revenue in
the financial statements and is effective no later than the fourth quarter of
fiscal years beginning after December 15, 1999. The SAB draws on the existing
accounting rules and defines the basic
13
<PAGE> 14
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

criteria that must be met before we can record revenue. The impact of adopting
SAB 101 will not have a significant effect on our results of operations or
financial position.

(9) Earnings (loss) per share of common stock outstanding were computed as
follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(MILLIONS EXCEPT SHARE AND
PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Basic Earnings Per Share-- Income from
continuing operations................... $ 6 $ 27 $ 22 $ 80
=========== =========== =========== ===========
Average shares of common stock
outstanding.......................... 35,054,961 33,491,897 34,392,126 33,423,014
=========== =========== =========== ===========
Earnings from continuing operations per
average share of common stock........ $ .17 $ .86 $ .62 $ 2.40
=========== =========== =========== ===========
Diluted Earnings Per Share-- Income from
continuing operations................... $ 6 $ 27 $ 22 $ 80
=========== =========== =========== ===========
Average shares of common stock
outstanding.......................... 35,054,961 33,491,897 34,392,126 33,423,014
Effect of dilutive securities:
Restricted stock..................... 4,862 4,633 35,053 9,973
Stock options........................ 140 -- 143 --
Performance shares................... 158,032 48,534 157,194 58,703
----------- ----------- ----------- -----------
Average shares of common stock
outstanding including dilutive
securities........................... 35,217,995 33,545,064 34,584,516 33,491,690
=========== =========== =========== ===========
Earnings from continuing operations per
average share of common stock........ $ .16 $ .86 $ .61 $ 2.40
=========== =========== =========== ===========
</TABLE>

(10) We are a global manufacturer with two geographic reportable segments:
North America and Europe. Each segment manufactures and distributes ride control
and emission control products primarily for the automotive industry. We have not
aggregated individual operating segments within these reportable segments. We
evaluate segment performance based primarily on income before interest expense,
income taxes, and minority interest. Products are transferred between segments
and geographic areas on a basis intended to reflect as nearly as possible the
"market value" of the products.

14
<PAGE> 15
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

The following tables summarize certain Tenneco segment information:

<TABLE>
<CAPTION>
SEGMENT
-----------------------------------------------------------
RECLASS
NORTH AMERICA EUROPE OTHER & ELIMS CONSOLIDATED
------------- ------ ----- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
Revenues from external customers.............. $ 469 $311 $ 90 $ -- $ 870
Intersegment revenues......................... 3 14 4 (21) --
Income before interest, income taxes, and
minority interest........................... 29 14 4 -- 47
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
Revenues from external customers.............. $ 435 $307 $ 74 $ -- $ 816
Intersegment revenues......................... 2 13 4 (19) --
Income (loss) before interest, income taxes,
and minority interest....................... 40 23 4 -- 67
Income (loss) from discontinued operations.... -- -- 12 -- 12
AT SEPTEMBER 30, 2000, AND FOR THE NINE MONTHS
THEN ENDED
Revenues from external customers.............. $1,522 $927 $251 $ -- $2,700
Intersegment revenues......................... 8 33 10 (51) --
Income before interest, income taxes, and
minority interest........................... 103 48 11 -- 162
Total assets.................................. 1,449 922 561 (20) 2,912
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Revenues from external customers.............. $1,321 $945 $207 $ -- $2,473
Intersegment revenues......................... 5 32 10 (47) --
Income (loss) before interest, income taxes,
and minority interest....................... 143 74 2 -- 219
Income (loss) from discontinued operations.... -- -- (99) -- (99)
Extraordinary loss............................ -- -- (7) -- (7)
Cumulative effect of change in accounting
principle................................... (65) (32) (37) -- (134)
</TABLE>

(11) Supplemental guarantor condensed financial statements are presented
below:

Basis of Presentation

We issued senior subordinated notes due 2009 as a component of a plan to
realign our debt in connection with the spin-off. You should also read Note 2
for further discussion of the spin-off. All of our existing and future material
domestic wholly-owned subsidiaries (the "Guarantor Subsidiaries") fully and
unconditionally guarantee the notes on a joint and several basis. We believe
separate financial statements and other disclosures concerning each of the
Guarantor Subsidiaries would not provide additional information that is material
to investors. Therefore, the Guarantor Subsidiaries are combined in the
presentation below.

Included in the financial information of the Guarantor Subsidiaries for
each period presented are the financial position and results of operations of a
domestic subsidiary, Tenneco International Holding Corp., which had issued
preferred stock to a third party. The preferred stock was redeemed in the fourth
quarter of 1999.

15
<PAGE> 16
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

These condensed consolidating financial statements are presented on the
equity method. Under this method our investments are recorded at cost and
adjusted for our ownership share of a subsidiary's cumulative results of
operations, capital contributions and distributions, and other equity changes.
The balance sheet caption "Investment in affiliated companies" includes
investments in continuing and discontinued subsidiaries. You should read the
condensed consolidating financial statements of the Guarantor Subsidiaries in
connection with our consolidated financial statements and related notes of which
this note is an integral part.

Distributions

There are no significant restrictions on the ability of the Guarantor
Subsidiaries to make distributions to us.

16
<PAGE> 17
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF INCOME (LOSS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues --
External............................ $383 $487 $ -- $ -- $870
Affiliated companies................ 19 18 -- (37) --
---- ---- ---- ---- ----
402 505 -- (37) 870
---- ---- ---- ---- ----
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)........... 314 401 -- (37) 678
Engineering, research, and
development......................... 7 7 -- -- 14
Selling, general, and
administrative...................... 49 40 -- -- 89
Depreciation and amortization......... 22 18 -- -- 40
---- ---- ---- ---- ----
392 466 -- (37) 821
---- ---- ---- ---- ----
OTHER INCOME, NET....................... 3 (5) -- -- (2)
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INTEREST EXPENSE, INCOME TAXES,
MINORITY INTEREST, AND EQUITY IN NET
INCOME FROM CONTINUING OPERATIONS OF
AFFILIATED COMPANIES.................. 13 34 -- -- 47
Interest expense --
External (net of interest
capitalized)...................... -- 2 44 -- 46
Affiliated companies (net of
interest income).................. 28 2 (30) -- --
Income tax expense (benefit).......... (14) 5 1 3 (5)
Minority interest....................... -- -- -- -- --
---- ---- ---- ---- ----
(1) 25 (15) (3) 6
Equity in net income (loss) from
continuing operations of affiliated
companies............................. 26 -- 21 (47) --
---- ---- ---- ---- ----
INCOME (LOSS) FROM CONTINUING
OPERATIONS............................ 25 25 6 (50) 6
Income (loss) from discontinued
operations, net of income tax......... -- -- -- -- --
---- ---- ---- ---- ----
Income (loss) before extraordinary
loss.................................. 25 25 6 (50) 6
Extraordinary loss, net of income tax... -- -- (1) -- (1)
---- ---- ---- ---- ----
Income (loss) before cumulative effect
of change in accounting principle..... 25 25 5 (50) 5
Cumulative effect of change in
accounting principle, net of income
tax................................... -- -- -- -- --
---- ---- ---- ---- ----
NET INCOME (LOSS)....................... 25 25 5 (50) 5
Preferred stock dividends............... -- -- -- -- --
---- ---- ---- ---- ----
NET INCOME (LOSS) TO COMMON STOCK....... $ 25 $ 25 $ 5 $(50) $ 5
==== ==== ==== ==== ====
</TABLE>

17
<PAGE> 18
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF INCOME (LOSS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues --
External............................ $359 $456 $ 1 $ -- $816
Affiliated companies................ 19 16 -- (35) --
---- ---- ---- ---- ----
378 472 1 (35) 816
---- ---- ---- ---- ----
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)........... 271 364 1 (36) 600
Engineering, research, and
development......................... 8 4 -- -- 12
Selling, general, and
administrative...................... 56 44 -- -- 100
Depreciation and amortization......... 19 20 -- -- 39
---- ---- ---- ---- ----
354 432 1 (36) 751
---- ---- ---- ---- ----
OTHER INCOME, NET....................... 4 (1) -- (1) 2
---- ---- ---- ---- ----
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INTEREST EXPENSE, INCOME TAXES,
MINORITY INTEREST, AND EQUITY IN NET
INCOME FROM CONTINUING OPERATIONS OF
AFFILIATED COMPANIES.................. 28 39 -- -- 67
Interest expense --
External (net of interest
capitalized)...................... 1 3 11 1 16
Affiliated companies (net of
interest income).................. 20 5 (25) -- --
Income tax expense (benefit).......... 18 -- 2 (4) 16
Minority interest....................... -- 1 -- 7 8
---- ---- ---- ---- ----
(11) 30 12 (4) 27
Equity in net income (loss) from
continuing operations of affiliated
companies............................. 12 -- 15 (27) --
---- ---- ---- ---- ----
INCOME (LOSS) FROM CONTINUING
OPERATIONS............................ 1 30 27 (31) 27
Income (loss) from discontinued
operations, net of income tax......... -- 39 12 (39) 12
---- ---- ---- ---- ----
Income (loss) before extraordinary
loss.................................. 1 69 39 (70) 39
Extraordinary loss, net of income tax... -- -- -- -- --
---- ---- ---- ---- ----
Income (loss) before cumulative effect
of change in accounting principle..... 1 69 39 (70) 39
Cumulative effect of change in
accounting principle, net of income
tax................................... -- -- -- -- --
---- ---- ---- ---- ----
NET INCOME (LOSS)....................... 1 69 39 (70) 39
Preferred stock dividends............... 7 -- -- (7) --
---- ---- ---- ---- ----
NET INCOME (LOSS) TO COMMON STOCK....... $ (6) $ 69 $ 39 $(63) $ 39
==== ==== ==== ==== ====
</TABLE>

18
<PAGE> 19
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF INCOME (LOSS)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues--
External............................ $1,245 $ 1,455 $ -- $ -- $ 2,700
Affiliated companies................ 57 55 -- (112) --
------ ------- ------- ----- -------
1,302 1,510 -- (112) 2,700
------ ------- ------- ----- -------
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)........... 996 1,178 -- (112) 2,062
Engineering, research, and
development......................... 21 23 -- -- 44
Selling, general, and
administrative...................... 179 137 -- -- 316
Depreciation and amortization......... 61 55 -- -- 116
------ ------- ------- ----- -------
1,257 1,393 -- (112) 2,538
------ ------- ------- ----- -------
OTHER INCOME, NET....................... 3 (3) -- -- --
------ ------- ------- ----- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INTEREST EXPENSE, INCOME TAXES,
MINORITY INTEREST, AND EQUITY IN NET
INCOME FROM CONTINUING OPERATIONS OF
AFFILIATED COMPANIES.................. 48 114 -- -- 162
Interest expense--
External (net of interest
capitalized)...................... -- 8 131 -- 139
Affiliated companies (net of
interest income).................. 78 8 (86) -- --
Income tax expense (benefit).......... (13) 26 (12) (2) (1)
Minority interest....................... -- 2 -- -- 2
------ ------- ------- ----- -------
(17) 70 (33) 2 22
Equity in net income (loss) from
continuing operations of affiliated
companies............................. 54 -- 55 (109) --
------ ------- ------- ----- -------
INCOME (LOSS) FROM CONTINUING
OPERATIONS............................ 37 70 22 (107) 22
Income (loss) from discontinued
operations, net of income tax......... -- -- -- -- --
------ ------- ------- ----- -------
Income (loss) before extraordinary
loss.................................. 37 70 22 (107) 22
Extraordinary loss, net of income tax... -- -- (1) -- (1)
------ ------- ------- ----- -------
Income (loss) before cumulative effect
of change in accounting principle..... 37 70 21 (107) 21
Cumulative effect of change in
accounting principle, net of income
tax................................... -- -- -- -- --
------ ------- ------- ----- -------
NET INCOME (LOSS)....................... 37 70 21 (107) 21
Preferred stock dividends............... -- -- -- -- --
------ ------- ------- ----- -------
NET INCOME (LOSS) TO COMMON STOCK....... $ 37 $ 70 $ 21 $(107) $ 21
====== ======= ======= ===== =======
</TABLE>

19
<PAGE> 20
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF INCOME (LOSS)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues --
External............................ $1,089 $1,383 $ 1 $ -- $2,473
Affiliated companies................ 61 52 -- (113) --
------ ------ -------- ----- ------
1,150 1,435 1 (113) 2,473
------ ------ -------- ----- ------
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)........... 821 1,104 1 (114) 1812
Engineering, research, and
development......................... 21 18 -- -- 39
Selling, general, and
administrative...................... 160 142 1 -- 303
Depreciation and amortization......... 54 56 -- -- 110
------ ------ -------- ----- ------
1,056 1,320 2 (114) 2,264
------ ------ -------- ----- ------
OTHER INCOME, NET....................... 9 2 -- (1) 10
------ ------ -------- ----- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INTEREST EXPENSE, INCOME TAXES,
MINORITY INTEREST, AND EQUITY IN NET
INCOME FROM CONTINUING OPERATIONS OF
AFFILIATED COMPANIES.................. 103 117 (1) -- 219
Interest expense --
External (net of interest
capitalized)...................... 2 13 42 1 58
Affiliated companies (net of
interest income).................. 56 6 (62) -- --
Income tax expense (benefit).......... 45 14 12 (11) 60
Minority interest..................... -- 1 -- 20 21
------ ------ -------- ----- ------
-- 83 7 (10) 80
Equity in net income (loss) from
continuing operations of affiliated
companies........................... 52 -- 73 (125) --
------ ------ -------- ----- ------
INCOME (LOSS) FROM CONTINUING
OPERATIONS............................ 52 83 80 (135) 80
Income (loss) from discontinued
operations, net of income tax......... 1 9 (99) (10) (99)
------ ------ -------- ----- ------
Income (loss) before extraordinary
loss.................................. 53 92 (19) (145) (19)
Extraordinary loss, net of income tax... -- (7) (7) 7 (7)
------ ------ -------- ----- ------
Income (loss) before cumulative effect
of change in accounting principle..... 53 85 (26) (138) (26)
Cumulative effect of change in
accounting principle, net of income
tax................................... (64) (70) (134) 134 (134)
------ ------ -------- ----- ------
NET INCOME (LOSS)....................... (11) 15 (160) (4) (160)
Preferred stock dividends............... 20 -- -- (20) --
------ ------ -------- ----- ------
NET INCOME (LOSS) TO COMMON STOCK....... $ (31) $ 15 $ (160) $ 16 $ (160)
====== ====== ======== ===== ======
</TABLE>

20
<PAGE> 21
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

BALANCE SHEET

<TABLE>
<CAPTION>
SEPTEMBER 30, 2000
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments... $ 35 $ 33 $ -- $ -- $ 68
Receivables........................... 299 360 23 (98) 584
Inventories........................... 156 239 -- -- 395
Deferred income taxes................. 69 10 -- -- 79
Prepayments and other................. 32 49 -- -- 81
------ ------ ------ ------- ------
591 691 23 (98) 1,207
------ ------ ------ ------- ------
Other assets:
Investment in affiliated companies.... 320 -- 2,305 (2,625) --
Notes and advances receivable from
affiliates.......................... 2,222 10 3,425 (5,657) --
Long-term notes receivable, net....... 9 14 -- -- 23
Goodwill and intangibles, net......... 322 145 -- -- 467
Deferred income taxes................. 35 18 35 (35) 53
Pension assets........................ 17 17 -- -- 34
Other................................. 73 45 26 -- 144
------ ------ ------ ------- ------
2,998 249 5,791 (8,317) 721
------ ------ ------ ------- ------
Plant, property, and equipment, at
cost.................................. 860 989 -- -- 1,849
Less -- Reserves for depreciation and
amortization........................ 417 448 -- -- 865
------ ------ ------ ------- ------
443 541 -- -- 984
------ ------ ------ ------- ------
$4,032 $1,481 $5,814 $(8,415) $2,912
====== ====== ====== ======= ======
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt (including current
maturities on long-term debt)....... 1 32 15 (13) 35
Trade payables........................ 168 370 1 (103) 436
Accrued taxes......................... 49 32 (6) (52) 23
Other................................. 82 98 73 (7) 246
------ ------ ------ ------- ------
300 532 83 (175) 740
------ ------ ------ ------- ------
Long-term debt.......................... 1,706 9 5,447 (5,657) 1,505
Deferred income taxes................... 135 56 (78) 16 129
Postretirement benefits and other
liabilities........................... 133 (4) (1) 32 160
Commitments and contingencies
Minority interest....................... -- 15 -- -- 15
Shareholders' equity.................... 1,758 873 363 (2,631) 363
------ ------ ------ ------- ------
$4,032 $1,481 $5,814 $(8,415) $2,912
====== ====== ====== ======= ======
</TABLE>

21
<PAGE> 22
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, 1999
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments... $ 28 $ 56 $ -- $ -- $ 84
Receivables........................... 665 316 18 (428) 571
Inventories........................... 155 257 -- -- 412
Deferred income taxes................. 68 (9) -- -- 59
Prepayments and other................. 34 41 -- -- 75
------ ------ ------ ------- ------
950 661 18 (428) 1,201
------ ------ ------ ------- ------
Other assets:
Investment in affiliated companies.... 266 -- 2,365 (2,631) --
Notes and advances receivable from
affiliates.......................... 1,809 -- 3,302 (5,111) --
Long-term notes receivable, net....... 3 17 -- -- 20
Goodwill and intangibles, net......... 331 164 -- -- 495
Deferred income taxes................. -- 13 -- -- 13
Pension assets........................ 21 10 -- -- 31
Other................................. 67 52 27 -- 146
------ ------ ------ ------- ------
2,497 256 5,694 (7,742) 705
------ ------ ------ ------- ------
Plant, property, and equipment, at
cost.................................. 888 1,035 -- -- 1,923
Less -- Reserves for depreciation and
amortization........................ 428 458 -- -- 886
------ ------ ------ ------- ------
460 577 -- -- 1,037
------ ------ ------ ------- ------
$3,907 $1,494 $5,712 $(8,170) $2,943
====== ====== ====== ======= ======
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt (including current
maturities on long-term debt)....... $ 1 $ 176 $ 238 $ (359) $ 56
Trade payables........................ 138 268 6 (64) 348
Accrued taxes......................... 6 15 (1) -- 20
Other................................. 131 81 27 -- 239
------ ------ ------ ------- ------
276 540 270 (423) 663
Long-term debt.......................... 1,580 10 5,098 (5,110) 1,578
Deferred income taxes................... 131 55 (78) -- 108
Postretirement benefits and other
liabilities........................... 130 26 -- -- 156
Commitments and contingencies Minority
interest.............................. -- 16 -- -- 16
Shareholders' equity.................... 1,790 847 422 (2,637) 422
------ ------ ------ ------- ------
$3,907 $1,494 $5,712 $(8,170) $2,943
====== ====== ====== ======= ======
</TABLE>

22
<PAGE> 23
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net cash provided (used) by operating
activities............................ $ 380 $ 62 $(239) $-- $ 203
----- ---- ----- --- -----
INVESTING ACTIVITIES
Net proceeds related to the sale of
discontinued operations............... -- -- -- -- --
Net proceeds from sale of businesses and
assets................................ 4 3 -- -- 7
Expenditures for plant, property, and
equipment............................. (37) (71) -- -- (108)
Acquisitions of businesses.............. (1) (4) -- -- (5)
Expenditures for plant, property, and
equipment and business acquisitions--
discontinued operations............... -- -- -- -- --
Investments and other................... (13) (2) -- -- (15)
----- ---- ----- --- -----
Net cash provided (used) by investing
activities............................ (47) (74) -- -- (121)
----- ---- ----- --- -----
FINANCING ACTIVITIES
Issuance of common and treasury stock... -- -- 13 -- 13
Proceeds from subsidiary equity
issued................................ -- 1 -- -- 1
Issuance of long-term debt.............. -- 1 -- -- 1
Retirement of long-term debt............ -- (2) (65) -- (67)
Net increase (decrease) in short-term
debt excluding current maturities on
long-term debt........................ -- (25) -- -- (25)
Intercompany dividends and net increase
(decrease) in intercompany
obligations........................... (316) 19 297 -- --
Dividends (common)...................... -- -- (5) -- (5)
Other................................... (10) -- (1) -- (11)
----- ---- ----- --- -----
Net cash provided (used) by financing
activities............................ (326) (6) 239 -- (93)
----- ---- ----- --- -----
Effect of foreign exchange rate changes
on cash and temporary cash
investments........................... -- (5) -- -- (5)
----- ---- ----- --- -----
Increase (decrease) in cash and
temporary cash investments............ 7 (23) -- -- (16)
Cash and temporary cash investments,
January 1............................. 28 56 -- -- 84
----- ---- ----- --- -----
Cash and temporary cash investments,
September 30 (Note)................... $ 35 $ 33 $ -- $-- $ 68
===== ==== ===== === =====
</TABLE>

NOTE: Cash and temporary cash investments include highly liquid investments with
a maturity of three months or less at the date of purchase.

23
<PAGE> 24
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------------------
TENNECO
AUTOMOTIVE INC.
GUARANTOR NONGUARANTOR (PARENT RECLASS
SUBSIDIARIES SUBSIDIARIES COMPANY) & ELIMS CONSOLIDATED
------------ ------------ --------------- ------- ------------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net cash provided (used) by operating
activities............................ $(148) $ 85 $(83) $(20) $ (166)
----- ------- ---- ---- -------
INVESTING ACTIVITIES
Net proceeds related to the sale of
discontinued operations............... -- 342 -- -- 342
Net proceeds from sale of businesses and
assets................................ 6 2 -- -- 8
Expenditures for plant, property, and
equipment............................. (39) (65) -- -- (104)
Acquisitions of businesses.............. (2) (34) -- -- (36)
Expenditures for plant, property, and
equipment and business acquisitions --
discontinued operations............... -- (1,249) -- -- (1,249)
Investments and other................... (8) (24) 3 -- (29)
----- ------- ---- ---- -------
Net cash provided (used) by investing
activities............................ (43) (1,028) 3 -- (1,068)
----- ------- ---- ---- -------
FINANCING ACTIVITIES
Issuance of common and treasury stock... -- -- 28 -- 28
Purchase of common stock................ -- -- (4) -- (4)
Issuance of long-term debt.............. -- 1,761 -- -- 1,761
Retirement of long-term debt............ (1) (35) 6 -- (30)
Net increase (decrease) in short-term
debt excluding current maturities on
long-term debt........................ (25) (48) (287) -- (360)
Intercompany dividends and net increase
(decrease) in intercompany
obligations........................... 236 (742) 506 -- --
Dividends (common)...................... (20) -- (151) 20 (151)
----- ------- ---- ---- -------
Net cash provided (used) by financing
activities............................ 190 936 98 20 1,244
----- ------- ---- ---- -------
Effect of foreign exchange rate changes
on cash and temporary cash
investments........................... -- 3 -- -- 3
----- ------- ---- ---- -------
Increase (decrease) in cash and
temporary cash investments............ (1) (4) 18 -- 13
Cash and temporary cash investments,
January 1............................. 3 26 -- -- 29
----- ------- ---- ---- -------
Cash and temporary cash investments,
Sept 30 (Note)........................ $ 2 $ 22 $ 18 $ -- $ 42
===== ======= ==== ==== =======
NON-CASH INVESTING AND FINANCING
ACTIVITIES
Common equity interest received related
to the sale of containerboard
operations............................ -- 194 -- -- 194
Principal amount of long-term debt
assumed by buyers of containerboard
operations............................ -- (1,760) -- -- (1,760)
</TABLE>

NOTE: Cash and temporary cash investments include highly liquid investments with
a maturity of three months or less at the date of purchase.

(The preceding notes are an integral part of the foregoing financial
statements.)
24
<PAGE> 25

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

On November 4, 1999, Tenneco Inc. completed the spin-off of its packaging
business to shareholders, leaving the automotive business as the sole remaining
operating segment. Following the spin-off, Tenneco Inc. changed its name to
Tenneco Automotive Inc. In this Management's Discussion and Analysis, when we
discuss "Tenneco," we mean Tenneco Inc. and its consolidated subsidiaries before
the spin-off and Tenneco Automotive Inc. and its consolidated subsidiaries after
the spin-off.

As you read the following review of our financial condition and results of
operations, you should also read our financial statements and related notes
beginning on page 4.

BACKGROUND OF THE SPIN-OFF TRANSACTION

In July 1998, the Board of Directors authorized management to develop a
broad range of strategic alternatives to separate the automotive, paperboard
packaging, and specialty packaging businesses. Subsequently, we completed the
following actions:

- On November 4, 1999, we completed the spin-off of Tenneco Packaging Inc.,
now known as Pactiv Corporation, to our shareholders. Pactiv included all
of the businesses that made up our specialty packaging segment as well as
our remaining interest in the containerboard joint venture and our
administrative services operations.

As a result of this series of transactions, our former specialty and
paperboard packaging operating segments are presented as discontinued operations
in the accompanying financial statements. Note 3 to the financial statements
contains more information about our discontinued operations.

The morning following the spin-off, we completed a reverse stock split that
had been approved by our shareholders in a special meeting held in October 1999.
As a result, every five shares of our common stock were converted into one share
of our new common stock. Per share amounts for periods before the reverse stock
split have been adjusted to give effect to the reverse stock split.

Before the spin-off, we realigned substantially all of our existing debt
through a combination of tender offers, exchange offers, and other refinancings.
To finance the debt realignment we borrowed under new credit facilities and
issued subordinated debt. Pactiv also borrowed under new credit facilities and
issued new publicly traded Pactiv debt in exchange for certain series of our
publicly traded debt that were outstanding before the debt realignment. The
"Liquidity and Capital Resources" section of this Management's Discussion and
Analysis contains more information about our debt and the debt realignment.

25
<PAGE> 26

RESULTS FROM CONTINUING OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
AND 1999

NET SALES AND OPERATING REVENUES

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30,
-------------
2000 1999 % CHANGE
----- ----- --------
(MILLIONS)
<S> <C> <C> <C>
North America............................................... $469 $435 8%
Europe...................................................... 311 307 1
Rest of World............................................... 90 74 22
---- ----
$870 $816 7
==== ====
</TABLE>

The increase in revenues from our North American operations is primarily
due to the change we made in the first quarter of 2000 with respect to how we
record "pass through" catalytic converter sales. In the first quarter of 2000 we
changed how we record "pass through" sales of some catalytic converter
components. "Pass through" sales occur when we purchase these components from
suppliers, use the components in our manufacturing process and sell the
components to our customers as part of the completed catalytic converter. In the
past, we recorded "pass through" sales as a reduction of cost of sales. We now
record them as part of net sales. Relationships with customers have begun to
change where we now take title to these components in the manufacturing process.
Additionally, we believe that our competitors in the automotive parts industry
already follow this practice so this change is consistent with industry practice
and will permit improved comparability with these companies. As a result of the
change, our North American sales increased $48 million in the third quarter of
2000, with no impact on our earnings before interest and taxes. Had these
components been recorded on a comparable basis in the third quarter of 1999,
reported net sales would have been $48 million higher in that period.

Excluding this change, revenues from our North American original equipment
market decreased 4 percent from the third quarter of 1999 to the third quarter
of 2000. This decrease is due primarily to slightly lower light vehicle
production, a decline in heavy duty truck production and lower pricing.
Specifically, ride control unit volume sales to original equipment manufacturers
decreased $8 million and exhaust unit volume sales to original equipment
manufacturers decreased $5 million. The decrease in ride control unit volume
sales was primarily attributable to lower elastomer unit volume sales to heavy
duty truck customers. Revenues from our North American aftermarket business were
essentially unchanged in the third quarter of 2000 compared to the same period
in 1999. Ride control sales to aftermarket customers increased 3 percent
primarily as a result of the introduction of our new premium Monroe Reflex(TM)
shock, which we began selling in November, 1999, and the repositioning of our
Sensa-trac(R) branded products to the retail market. This increase was offset by
a 5 percent decrease in exhaust revenues to aftermarket customers due to the
ongoing impact of declining replacement rates in the industry. We expect to
experience continued weakness in aftermarket exhaust sales due to the
predominant use of stainless steel in exhaust products sold to original
equipment manufacturers, which increases average product life and decreases
replacement rates. We also expect North American original equipment manufacturer
build rates to moderate in future periods from current rates. A reduction in
North American original equipment manufacturer build rates would likely reduce
revenues from our original equipment operations in North America. We also
anticipate lower elastomer sales during the next 12 months as a result of the
downturn in the heavy duty truck market.

European revenues increased $4 million from the third quarter of 1999 to
the third quarter of 2000, primarily due to a significant increase in exhaust
unit sales to original equipment manufacturers. If foreign exchange rates had
been the same during the third quarter of 2000 as they were in the third quarter
of 1999, our European revenues would have increased 18 percent. Excluding the
currency impact, higher unit sales on existing platforms to European original
equipment manufacturers increased exhaust and ride control revenues by $58
million and $9 million, respectively. Excluding the currency impact, revenues
from our European aftermarket operations decreased by 8 percent in the third
quarter of 2000 from the same period in 1999. The European aftermarket sales
declines occurred in both of our product lines. Similar to the North American
aftermarket, we expect to experience continued weakness in aftermarket exhaust
sales due to declining
26
<PAGE> 27

replacement rates. Pricing adjustments contributed to the remainder of the
difference between revenues from the three months ended September 30, 2000 and
the same period in 1999.

Revenues from our operations in the rest of the world increased 22 percent
in the third quarter of 2000 from the same period in the prior year. If foreign
exchange rates had been the same during the third quarter of 2000 as they were
in the third quarter of 1999, then our revenues from our operations in the rest
of the world would have increased 31 percent. Excluding the impact of foreign
exchange rates between comparison periods, revenues from our South American
operations increased $15 million from the third quarter of 1999 to the same
period in 2000. New original equipment exhaust product launches, increased unit
sales on existing original equipment exhaust programs, and improved aftermarket
ride control sales contributed most of the increase in South American revenues.
Revenues from our Asian operations increased $5 million from the third quarter
of 1999 compared to the same period in 2000. This increase was primarily due to
higher exhaust unit sales to original equipment manufacturers in the region.
Excluding the impact of foreign exchange rates between comparison periods,
revenues from our Australian operations increased $3 million in the third
quarter of 2000 in comparison to the same period in the prior year primarily due
to higher unit sales to original equipment manufacturers.

INCOME BEFORE INTEREST EXPENSE, INCOME TAXES, AND MINORITY INTEREST ("EBIT")

We reported EBIT of $47 million in the third quarter of 2000 compared to
$67 million in the same period in 1999. About 45 percent, or $9 million, of this
decline resulted from stand-alone costs we are incurring in 2000 and $4 million
relates to a stock option buy-back charge and transaction cost reserve reversal,
which we discussed in more detail below. These stand-alone costs include the
addition of functions necessary for Tenneco Automotive to operate as an
independent public company as well as administrative costs for information
technology, payroll and accounts payable services. We currently estimate these
stand-alone company expenses will be $50 to $52 million annually. Of that
amount, approximately $40 million relates to information technology services
received under a contract with Pactiv entered into in connection with the spin-
off. The contract extends for 24 months from the date of the spin-off. The
remaining amount relates to payroll and accounts payable functions provided by a
third party under a contract that extends for 36 months from the date of the
spin-off. Before the spin-off, the costs for these services were incurred by
Tenneco Inc. but were not fully allocated to its operating segments. While these
stand-alone expenses will be ongoing, we have provided the following table to
separate the stand-alone expenses reflected in each of our segment's third
quarter 2000 reported results to provide enhanced comparability with the
reported results for each of these segments for the comparable 1999 period.

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
------------------------------------------
2000 1999
------------------------------- --------
STAND OPERATING
REPORTED ALONE UNITS REPORTED
RESULTS EXPENSES RESULTS RESULTS % CHANGE
-------- -------- --------- -------- --------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
North America................................ $29 $ 7 $36 $40 (10)%
Europe....................................... 14 2 16 23 (30)
Rest of World................................ 8 -- 8 4 100
Other expenses............................... (4) -- (4) -- NM
--- --- --- ---
$47 $ 9 $56 $67 (10)
=== === === ===
</TABLE>

In the preceding table, "Other expenses" include a $13 million pre-tax
charge for a stock option buy-back program and a $9 million reversal of a
reserve for transaction costs related to the November 1999 spin-off of Pactiv.
The combination of these two non-operational items reduced our EBIT by $4
million in the third quarter of 2000.

Our North American segment incurred $7 million in stand-alone expenses in
the third quarter of 2000. Before considering these stand-alone expenses, our
North American EBIT decreased by 10 percent to $36 million in the third quarter
of 2000 compared to the same period in the prior year. Lower heavy-duty
elastomer unit volume sales to original equipment manufacturers and a mix shift
from higher margin original

27
<PAGE> 28

equipment exhaust sales to lower margin original equipment exhaust sales reduced
EBIT by $5 million. The negative impact of lower pricing and higher
manufacturing costs associated with the production of mini-catalytic converters,
which are more difficult to manufacture, reduced EBIT by $5 million. This was
partially offset by lower selling, general, administrative, and engineering
expenses, which improved EBIT in our North American original equipment
operations by $4 million. Lower manufacturing costs, cost savings from prior
restructuring initiatives and other cost reduction actions improved EBIT in our
aftermarket operations by $6 million. We also recorded higher aftermarket ride
control unit sales in the third quarter of 2000 compared to the third quarter of
1999, which improved EBIT by $2 million, due primarily to the launch of our new
premium Monroe Reflex(TM) product. These increases were offset by lower pricing
and volumes in our aftermarket exhaust product lines and the repositioning of
our Sensa-trac(R) branded products in the retail market, which combined, reduced
EBIT by $6 million.

Our European segment incurred $2 million in stand-alone expenses in the
third quarter of 2000. Before considering these stand-alone expenses, our
European EBIT decreased 30 percent to $16 million in the third quarter of 2000.
If foreign exchange rates had been the same during the third quarter of 2000 as
they were in the third quarter of 1999, then our reported European EBIT would
have been $3 million greater. Higher exhaust and ride control unit sales to
original equipment manufacturers improved EBIT by $7 million in the third
quarter of 2000 compared to the same period in 1999. We experienced lower ride
control and exhaust unit sales to our European aftermarket customers in the
third quarter of 2000 compared to the comparable period in 1999, which reduced
EBIT by $6 million. The impact of increased pricing in our aftermarket product
lines, which improved EBIT by $1 million, was offset by higher selling, general,
administrative and engineering expenses in our European aftermarket operations.
The remainder of the EBIT difference between the third quarter of 2000 and the
same period in 1999 is due primarily to the combined impact of lower pricing and
higher steel and precious metals costs in our European operations that were
partially offset by cost reduction initiatives in our manufacturing facilities.

EBIT from our operations in South America, Australia and Asia improved
significantly in the third quarter of 2000 to $8 million compared to $4 million
in the third quarter of 1999. Higher exhaust unit sales to original equipment
manufacturers and higher aftermarket ride control unit sales in South America
and Asia improved EBIT by $3 million. We also realized improved pricing on
certain product lines in South America, which improved EBIT by $2 million. The
combined impact of currency fluctuations in Asia, Australia and South America
did not contribute materially to the EBIT difference between the third quarter
of 2000 and the third quarter of 1999.

EBIT AS A PERCENTAGE OF REVENUE

The following table shows EBIT as a percentage of revenue by segment. For
the third quarter 2000, this percentage is based on "operating unit" EBIT (which
as described above is our reported EBIT excluding the effects of the stand-alone
expense).

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30,
--------------
2000 1999
---- ----
<S> <C> <C>
North America............................................... 8% 9%
Europe...................................................... 5% 7%
Rest of World............................................... 9% 5%
Total Tenneco Automotive.......................... 6% 8%
</TABLE>

In North America, EBIT as a percentage of revenue decreased. Excluding the
$48 million increase in revenues associated with the change in how we record
pass-through catalytic converter sales, EBIT as a percentage of revenue would
have been 9 percent in the third quarter of 2000, unchanged from the third
quarter of 1999. In Europe, the deterioration in EBIT as a percentage of revenue
is due primarily to higher sales from original equipment manufacturers and lower
aftermarket sales in the third quarter of 2000 compared to the same period in
1999. EBIT as a percentage of revenue for a product sold to an original
equipment manufacturer is generally lower than that for our aftermarket product
lines. The improvement in

28
<PAGE> 29

EBIT as a percentage of revenue for our operations in the rest of the world is
due primarily to the implementation of price increases which offset some of the
material cost increases caused by the currency devaluation in Brazil in 1999 and
improved profitability on some products.

INTEREST EXPENSE, NET OF INTEREST CAPITALIZED

We reported interest expense of $46 million during the third quarter of
2000, compared to $16 million during the same period in 1999. The increase in
our total interest expense is due primarily to the higher debt levels allocated
to us as a result of the spin-off of Pactiv last year, higher interest rates due
to our lower debt rating, and recent interest rate increases. The new debt
structure is explained in more detail in "Liquidity and Capital Resources" later
in this Management's Discussion and Analysis.

INCOME TAXES

Our effective tax rate during the third quarter of 1999 was 31 percent.
During the third quarter of 2000, we recorded a tax benefit of $5 million. This
tax benefit resulted from an adjustment to some foreign tax liabilities based on
recently filed tax returns and an adjustment of our expected effective tax rate
in 2000 from 41 percent rate recorded in the first six months to 31 percent. The
adjustment to the expected tax rate is based on our revised pre-tax earnings
estimates for 2000.

EARNINGS PER SHARE

Earnings from continuing operations per diluted common share were $0.16 for
the third quarter of 2000 compared to $0.86 per diluted common share in the same
period in 1999. In the third quarter of 1999, we recorded earnings of $0.32 per
diluted common share from discontinued operations. In the third quarter of 2000,
we recorded an extraordinary loss of $0.01 per diluted common share due to the
early retirement of debt.

OPTION PURCHASE OFFER

On May 8, 2000, we initiated an offer to purchase from our employees stock
options covering approximately 6.8 million shares of our common stock. These old
stock options were issued before the spin-off of Pactiv, primarily from 1996 to
1998, by the prior management of Tenneco Inc. By the time of the spin-off and
the change in management of our company, the exercise prices of these options
had become substantially lower than the market price of Tenneco Inc.'s common
stock. Upon the spin-off, these options held by continuing employees of our
automotive operations were adjusted to maintain their economic value after
giving effect to that transaction. Accordingly, as a newly independent
stand-alone public company we emerged with 6.8 million underwater stock options,
a large number considering the size of our company and the number of outstanding
shares. Further, we believed that in order to retain and attract talent in the
future, more options would need to be issued. In order to be in a position to
more effectively manage our outstanding equity in the future, we initiated the
purchase offer. Final responses were received from employees in July 2000. A
significant number of employees holding 6 million options chose to participate.
We recorded a charge and made cash payments for the cost of this program in the
third quarter of 2000. The total cost of the program was $13 million, before
taxes.

RESTRUCTURING AND OTHER CHARGES

We adopted plans to restructure portions of our operations in both 1998 and
1999. In the fourth quarter of 1998, our Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs. We recorded a pre-tax charge to income from continuing
operations in that quarter of $53 million, $34 million after-tax, or $1.02 per
diluted common share. Of the pre-tax charge, for operational restructuring
plans, $36 million related to the consolidation of the manufacturing and
distribution operations of our North American aftermarket business. A staff and
related cost reduction plan, which covered employees in both the operating units
and corporate operations, cost $17 million.

positions. We wrote down the fixed assets at the locations to be closed to their
fair value, less costs to sell, in the fourth quarter of 1998. As a result of
the single-purpose nature of the assets, we estimated fair value at scrap value
less cost to dispose. We do not expect to receive any significant net cash
proceeds from the ultimate disposal of these assets, which should be complete by
the fourth quarter of 2000. The effect of suspending depreciation for these
impaired assets is a reduction in depreciation and amortization of approximately
$2 million on an annual basis. As of September 30, 2000, we have completed the
restructuring actions with respect to the 1998 plan.

The charge includes $37 million recorded in Europe to close a ride control
manufacturing facility and an exhaust just-in-time plant, close or downsize four
aftermarket distribution centers, and reduce administrative overhead by reducing
management employment; $15 million to close a North American exhaust
manufacturing facility; and $3 million for employment reductions in South
America and Asia. In total, the plan involves eliminating about 780 positions.
We wrote down the fixed assets at the locations to be closed to their fair
value, less costs to sell, in the fourth quarter of 1999. We estimated the fair
value for buildings using external real estate valuations or a review of recent
sales prices for like buildings in the area surrounding the plant to be closed.
As a result of the single-purpose nature of the machinery and equipment to be
disposed of, fair value was estimated at scrap value less cost to dispose in
most cases. For certain machines which have value in the used equipment market,
engineers estimated value based on recent sales of like machines. We expect to
receive net cash proceeds of about $8 million when we dispose of these assets.
The effect of suspending depreciation for these impaired assets is a reduction
in depreciation and amortization expense of approximately $3 million on an
annual basis. We expect to complete all restructuring activities for the 1999
plan by the middle of 2001.

Amounts related to the 1998 and 1999 restructuring plans are shown in the
following table:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 2000 IMPACT OF SEPTEMBER 30, 2000
RESTRUCTURING CASH EXCHANGE RESTRUCTURING
RESERVE PAYMENTS RATES RESERVE
----------------- -------- --------- ------------------
<S> <C> <C> <C> <C>
Severance........................ $26 $16 $ 1 $ 9
Facility exit costs.............. 2 1 -- 1
--- --- --- ---
$28 $17 $ 1 $10
=== === === ===
</TABLE>

On October 24, 2000 we eliminated 285 salaried positions in North America
as part of a cost reduction plan to eliminate up to 700 positions from our
worldwide salaried work force. We estimate that we will realize $45 million in
annual savings as a result of this worldwide cost reduction plan, which we
expect to complete during the second quarter of 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, we have already reduced approximately 140 salaried
positions globally, primarily through attrition, which we expect to generate an
additional $15 million in annual savings. In addition, we have adjusted our
operations to lower production volumes by eliminating, at minimal cost,
approximately 310 hourly positions throughout North America in the past 90 days.
We anticipate that we will take a restructuring charge of up to $60 million in
the fourth quarter to cover many of these reductions, and for other operational
restructuring activities. Those include consolidating our North American
aftermarket exhaust production at one plant, and scrapping certain North
American aftermarket inventories. We are evaluating additional cost reduction
initiatives for 2001, which will require review and approval by our Board of
Directors.

30
<PAGE> 31

CHANGES IN ACCOUNTING PRINCIPLES

In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement was effective for fiscal years beginning after
December 15, 1998. The statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Prior to January 1, 1999, we
capitalized certain costs related to start-up activities, primarily
pre-production design and development costs for new original equipment
automobile platforms. We adopted SOP 98-5 on January 1, 1999, and recorded an
after-tax charge for the cumulative effect of this change in accounting
principle of $102 million (net of a $50 million tax benefit), or $3.05 per
diluted common share.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition". This SAB
provides guidance on the recognition, presentation, and disclosure of revenue in
the financial statements and is effective no later than the fourth quarter of
fiscal years beginning after December 15, 1999. The SAB draws on the existing
accounting rules and defines the basic criteria that must be met before we can
record revenue. The impact of adopting SAB 101 will not have a significant
effect on our results of operations or financial position.

OUTLOOK

We believe revenues will decline by about 2 percent for 2001, due to
slowing North American original equipment production rates and continuing
softness in the global aftermarket. This estimate is based on the following
assumptions: (1) North America original equipment manufacturer build rate of
16.5 million light vehicles, (2) European original equipment manufacturer build
rate of 20.0 million light vehicles, (3) improved aftermarket share positions
for our company in both North America and Europe and, (4) continued aftermarket
exhaust declines in both North America and Europe.

Our estimate for revenues in 2001 is also based on our global original
equipment customer book of business. When we refer to our book of business, we
mean revenues for original equipment manufacturer platforms that have been
awarded to us as well as platforms which we are at least 95 percent confident
will

31
<PAGE> 32

result in customer awards. This book of business, which is subject to increase
or decrease due to changes in customer platform requirements or preferences, is
shown below by segment:

<TABLE>
<CAPTION>
2001 2002 2003 2004 2005
------ ------ ------ ------ ------
($ MILLIONS)
<S> <C> <C> <C> <C> <C>
North America....................................... $1,331 $1,437 $1,384 $1,531 $1,591
Europe.............................................. 931 983 1,026 1,095 1,208
Rest of World....................................... 202 219 243 253 271
------ ------ ------ ------ ------
Total............................................... $2,464 $2,639 $2,653 $2,879 $3,070
====== ====== ====== ====== ======
</TABLE>

We also believe that EBITDA, before restructuring and other non-operating
items, will be in the range of $415 million to $425 million for 2001. This
estimate for EBITDA is dependent on our earlier forecast for 2000 EBITDA of $355
to $365 million, the revenue assumptions discussed above, $60 million of cost
savings from the successful implementation of restructuring and other cost
reduction initiatives, $40 million of cost savings from six sigma process
improvements, foreign exchange rates and, inflation rates in the range of 2
percent to 4 percent.

RESULTS OF CONTINUING OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
AND 1999

NET SALES AND OPERATING REVENUES

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
---------------
2000 1999 % CHANGE
------ ------ --------
(MILLIONS)
<S> <C> <C> <C>
North America............................................... $1,522 $1,321 15%
Europe...................................................... 927... 945 (2)
Rest of World............................................... 251 207 21
------ ------
$2,700 $2,473 9
====== ======
</TABLE>

The increase in revenues from our North American operations is primarily
due to the strong North American original equipment manufacturers' build rates
in the first half of 2000 and the change we made in the first quarter of 2000
with respect to how we record "pass through" catalytic converter sales which is
discussed in more detail above. As a result of the change, our North American
sales increased $150 million in the nine months ended September 30 of 2000, with
no impact on our earnings before interest and taxes. Had these components been
recorded on a comparable basis in the nine months ended September 30 of 1999,
reported net sales would have been $90 million higher in that period.

Excluding this change, revenues from our North American operations
increased 4 percent from the nine months ended September 30, 1999 to the
comparable period in 2000. This increase is due primarily to exceptionally
strong original equipment manufacturer production levels in the first half of
2000. Specifically, ride control unit volume sales to original equipment
manufacturers increased $9 million and exhaust unit volume sales to original
equipment manufacturers increased $36 million. The increase in North American
revenues was partially offset by the build-out of customer platforms, an
increasing decline in heavy duty elastomer sales and lower pricing. Revenues
from our North American aftermarket business were essentially unchanged in the
nine months ended September 30, 2000 compared to the same period in 1999. Ride
control sales to aftermarket customers increased $15 million primarily as a
result of the introduction of our new premium Monroe Reflex(TM) shock, which we
began selling in November, 1999, and the repricing of our Sensatrac(R) branded
products to the retail market. This increase was offset by a $13 million
decrease in exhaust revenues to aftermarket customers due to the ongoing impact
of declining replacement rates in the industry.

European revenues decreased $18 million from the nine months ended
September 30, 1999 compared to the same period in 2000, primarily due to a
decrease in the value of European currencies relative to the US dollar. If
foreign exchange rates had been the same during the first nine months of 2000 as
they were in the first nine months of 1999, then our European revenues would
have increased 10 percent. Higher unit sales

32
<PAGE> 33

to European original equipment manufacturers increased exhaust and ride control
revenues by $104 million and $17 million, respectively. Excluding the currency
impact, unit sales from our European aftermarket ride control operations
decreased by $8 million and unit sales from our European aftermarket exhaust
operations decreased by $19 million in the nine months ended September 30 of
2000 from the same period in 1999. Similar to the North American aftermarket, we
expect to experience continued weakness in aftermarket exhaust sales due to
declining replacement rates. Pricing adjustments in both original equipment and
aftermarket product lines contributed to the remainder.

Revenues from our operations in the rest of the world increased 21 percent
in the nine months ended September 30 of 2000 compared to the same period in the
prior year. Excluding the impact of currency fluctuations, revenues from our
South American operations increased $35 million from the nine months ended
September 30 of 1999 to the same period in 2000. Excluding the impact of
currency fluctuations, existing original equipment exhaust programs contributed
most of the increase in South American revenues. Revenues from our Asian
operations increased $14 million from the nine months ended September 30 of 1999
to the same period in 2000. This increase was primarily due to higher unit sales
to original equipment customers in the region. Revenues from our Australian
operations decreased $4 million in the nine months ended September 30 of 2000 in
comparison to the same period in the prior year. If currency exchange rates
between the Australian dollar and U.S. dollar been the same during the nine
months ended September 30, 2000 as in the same period in 1999, revenues from our
Australian operations would have increased by $6 million.

INCOME BEFORE INTEREST EXPENSE, INCOME TAXES, AND MINORITY INTEREST ("EBIT")

We reported EBIT of $162 million in the nine months ended September 30,
2000 compared to $219 million in the same period in 1999. Approximately 63
percent, or $36 million, of this decline resulted from stand-alone costs we are
incurring in 2000 and $4 million relates to a stock option buy-back charge and
transaction cost reserve reversal, which we discussed in more detail above.

While these stand-alone expenses will be ongoing, we have provided the
following table to separate the stand-alone expenses reflected in each of our
segment's reported results for the first nine months of 2000 to provide enhanced
comparability with the reported results for each of these segments for the
comparable 1999 period.

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------
2000 1999
------------------------------- --------
STAND OPERATING
REPORTED ALONE UNITS REPORTED
RESULTS EXPENSES RESULTS RESULTS % CHANGE
-------- -------- --------- -------- --------
(MILLIONS)
<S> <C> <C> <C> <C> <C>
North America................................ $103 $25 $128 $143 (10)%
Europe....................................... 48 9 57 74 (23)
Rest of World................................ 15 2 17 6 183
Other........................................ (4) -- (4) (4)
---- --- ---- ----
$162 $36 $198 $219 (10)
==== === ==== ====
</TABLE>

In the preceding table, "Other expenses" for the nine months ended
September 30, 2000 include a $13 million pre-tax charge for a stock option
buy-back program and a $9 million reversal of a reserve for transaction costs
related to the November 1999 spin-off of Pactiv. The combination of these two
non-operational items reduced our EBIT by $4 million in the third quarter of
2000. In the nine months ended September 30, 1999 we also recorded $4 million of
previously unallocated Tenneco Inc. expenses. These expenses are included as
"Other expenses" under "1999 Reported Results" in the preceding table.

Our North American segment incurred $25 million in stand-alone expenses in
the nine months ended September 30, 2000. Before considering these stand-alone
expenses, our North American EBIT decreased by 10 percent to $128 million in the
nine months ended September 30, 2000 compared to the same period in the prior
year. Higher unit volume sales to North American original equipment
manufacturers on new and existing platforms improved EBIT by $4 million. We also
recorded higher aftermarket ride control unit sales

33
<PAGE> 34

in the first nine months of 2000 compared to the first nine months of 1999,
which improved EBIT by $14 million, due primarily to the launch of our new
premium Monroe Reflex(TM) product. Cost savings from prior restructuring
initiatives and other cost reduction actions improved EBIT at our aftermarket
operations by $24 million. These increases were offset by lower pricing and
volumes in our aftermarket exhaust product lines and the repositioning of our
Sensatrac(R) branded products in the retail market, combined, which reduced EBIT
by $23 million. We also incurred $14 million of higher changeover and
promotional expenses associated with the repositioning of our aftermarket ride
control product lines. The negative impact of price reductions to original
equipment manufacturers on certain platforms and an unfavorable product mix
change in our original equipment customer base reduced EBIT by $3 million. In
the first nine months of 2000, we also recorded costs of $9 million associated
with the closing of our Culver, Indiana, OE exhaust plant. These costs included
activities such as the relocation of equipment and employee training programs
that we could not accrue as restructuring costs. Our North American original
equipment operations incurred $3 million in higher selling, general and
administrative expenses in the nine months ended September 30, 2000, including
engineering expenses for advanced suspension technologies. Higher manufacturing
and depreciation expenses in our original equipment operations contributed the
majority of the remaining decrease in North American EBIT.

Our European segment incurred $9 million in stand-alone expenses in the
nine months ended September 30, 2000. Before considering these stand-alone
expenses, our European EBIT decreased 23 percent to $57 million in the nine
months ended September 30, 2000. The impact of higher unit volume sales to
European original equipment manufacturers, which improved EBIT by $14 million
during the nine months ended September 30, 2000, was partially offset by the
negative impact of price reductions to original equipment manufacturers on
certain platforms, which reduced EBIT by $6 million during that period. Lower
aftermarket unit sales for both exhaust and ride control products decreased EBIT
by $16 million during the nine months ended September 30, 2000. Currency
weakness in Europe decreased EBIT by $7 million during the nine months ended
September 30, 2000. Higher steel costs in our European operations and a mix
shift from higher margin products to lower margin products in our aftermarket
operations was offset by fixed cost absorption during the nine months ended
September 30, 2000.

Our operations in the rest of the world incurred $2 million in stand-alone
expenses in the first nine months of 2000. Before considering these stand-alone
expenses, EBIT from our operations in South America, Australia and Asia improved
in the nine months ended September 30, 2000 to $17 million compared to $6
million in the same period of 1999. If currency exchange rates between the
Australian dollar and the U.S. dollar had been the same during the nine months
ended September 30, 2000 as in the same period of 1999, EBIT (excluding
stand-alone expenses) from our operations in the rest of the world would have
been $19 million. Excluding the $4 million foreign currency transaction gains
and losses that we incurred during the nine months ended September 30 in both
1999 and 2000 in our Brazilian operations, EBIT during the first nine months of
2000 increased $7 million compared to the same period in 1999. Higher unit sales
in Asia combined with cost reduction actions throughout South America, Asia and
Australia were the primary reasons for the remainder of the EBIT difference from
the nine months ended September 30, 1999 to the same period in 2000. The impact
of currency fluctuations in Asia and South America on the translation of
financial results did not contribute materially to the EBIT difference between
the nine months ended September 30, 2000 and the same period in 1999.

34
<PAGE> 35

EBIT AS A PERCENTAGE OF REVENUE

The following table shows EBIT as a percentage of revenue by segment. For
the nine months ended September 30, 2000, this percentage is based on "operating
unit" EBIT (which as described above is our reported EBIT excluding the effects
of the stand-alone expenses).

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
--------------
2000 1999
---- ----
<S> <C> <C>
North America............................................... 8% 11%
Europe...................................................... 6% 8%
Rest of World............................................... 7% 3%
Total Tenneco Automotive.......................... 7% 9%
</TABLE>

In North America, EBIT as a percentage of revenue decreased by 3 percent.
Excluding the $150 million increase in revenues associated with the change in
revenue recognition of pass-through catalytic converter sales, EBIT as a
percentage of revenue would have been 9 percent in the nine months ended
September 30, 2000. The decrease in EBIT margin from the nine months ended
September 30, 1999 to the same period in 2000 is due primarily to a mix shift
from higher margin OE product sales to lower margin OE product sales, the
one-time costs associated with the closing of our Culver, Indiana exhaust plant
and product repricings in both our ride control and exhaust aftermarkets. In
Europe, EBIT as a percentage of revenue decreased by 2 percent from the nine
months ended September 30, 1999 to the same period in 2000 primarily due to
lower aftermarket sales and unfavorable mix changes in both market channels. The
increase in EBIT margin from our operations in the rest of the world was due
primarily to the impact of foreign currency transaction gains and losses
experienced by our Brazilian operations and our continuous efforts to lower
selling, general and administrative expenses in our South American and Asian
operations.

INTEREST EXPENSE, NET OF INTEREST CAPITALIZED

We reported interest expense of $139 million during the first nine months
of 2000, compared to $58 million during the same period in 1999. The increase in
our total interest expense is due primarily to the higher debt levels allocated
to us as a result of the spin-off of Pactiv last year, higher interest rates due
to our lower debt rating, and recent interest rate increases. The new debt
structure is explained in more detail in "Liquidity and Capital Resources" later
in this Management's Discussion and Analysis.

INCOME TAXES

Our effective tax rate during the nine months ended September 30, 1999 was
37 percent. During the third quarter of 2000, we recorded a tax benefit of $5
million. This tax benefit resulted from an adjustment to some foreign tax
liabilities based on recently filed tax returns and an adjustment of our
expected effective tax rate in 2000 from 41 percent rate recorded in the first
six months to 31 percent. The adjustment to the expected tax rate is based on
our revised pre-tax earnings estimates for 2000.

EARNINGS PER SHARE

Earnings from continuing operations per diluted common share were $.61 for
the nine months ended September 30, 2000 compared to $2.40 per diluted common
share in the prior period. In the nine months ended September 30, 1999, we
recorded a loss of $2.98 per diluted common share from discontinued operations.
In the first quarter of 1999, we incurred an extraordinary loss of $.20 per
diluted common share due to the retirement of debt in connection with the sale
of the containerboard assets. We also recorded an after-tax charge of $4.00 per
diluted common share due to the cumulative effect of the changes in accounting
with respect to start-up activities and customer acquisition costs. In the third
quarter of 2000, we recorded an extraordinary loss of $0.01 per diluted common
share due to the early retirement of debt.

35
<PAGE> 36

LIQUIDITY AND CAPITAL RESOURCES

CAPITALIZATION

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999 % CHANGE
------------- ------------ --------
<S> <C> <C> <C>
Short term debt and current maturities.................... $ 35 $ 56 (38)%
Long term debt............................................ 1,505 1,578 (5)
------ ------
Total debt................................................ 1,540 1,634 (6)
Total minority interest................................... 15 16 (6)
Common shareholders' equity............................... 363 422 (14)
------ ------
Total capitalization...................................... 1,918 2,072 (7)
</TABLE>

Our debt to capitalization ratio was 80 percent at September 30, 2000,
slightly above the 79 percent level we had on December 31, 1999. The increase in
the ratio was primarily attributable to the equity decline. The decline in
equity resulted from adverse changes in the cumulative translation adjustment of
$71 million and payment of common stock dividends of $5 million. This was
partially offset by the retirement of $94 million of debt, our net income of $21
million and issuance of $13 million of common stock for employee benefit and
dividend reinvestment plans during the first nine months of 2000.

At September 30, 2000, we had no borrowings outstanding under our revolving
credit facility and had approximately $16 million of letters of credit issued.
Our short-term debt, which relates primarily to borrowings by foreign
subsidiaries, decreased by $21 million during the first nine months of 2000.
This decrease was primarily due to the refinancing of $35 million of high
interest rate short-term debt in our Brazilian subsidiary with equity from one
of our US affiliates, which in turn was funded with surplus cash balances. Our
long-term debt balance consists of borrowings made under new credit agreements
(described below) to facilitate the debt realignment, as well as approximately
$21 million of debt that was not retired in the cash tender and exchange offers
associated with the spin-off of Pactiv. At the end of the third quarter we
pre-paid $65 million of long-term debt. The prepayment of long-term debt was
primarily funded by the sale of $62 million of accounts receivable.

As part of the realignment of debt that was required in order to complete
the spin-off, on September 30, 1999, we entered into a $1.55 billion committed
senior secured financing arrangement with a syndicate of banks and other
financial institutions. As we previously reported in our current report on form
8-K, dated October 24, 2000, on October 20 we entered into an agreement to amend
this facility to: (i) relax the financial ratios beginning in the fourth quarter
of 2000, (ii) exclude up to $80 million of cash charges and expenses related to
cost reduction initiatives from the calculation of EBITDA for our financial
ratios through 2001 and, (iii) make certain other technical changes. In exchange
for these amendments, we agreed to certain interest rate increases, lowered our
capital expenditure limits and paid an aggregate fee of about $3 million. The
remainder of this discussion describes the senior secured credit facility, as
amended.

The senior secured credit facility consists of: (i) a $500 million,
six-year revolving credit facility; (ii) a $422 million six-year term loan;
(iii) a $281 million eight-year term loan and; (iv) a $281 million eight-and-
one-half year term loan. A portion of each term loan is payable in quarterly
installments beginning September 30, 2001. Borrowings under the facility bear
interest at an annual rate equal to, at the borrower's option, either (i) the
London Interbank Offering Rate plus a margin of 300 basis points for the
six-year revolving credit facility and the six-year term loan, 350 basis points
for the eight-year term loan and 375 basis points for the eight-and-one-half
year term loan; or (ii) a rate consisting of the greater of The Chase Manhattan
Bank's prime rate or the Federal Funds rate plus 50 basis points, plus a margin
of 200 basis points for the six-year revolving credit facility and the six-year
term loan, 250 basis points for the eight-year term loan and 275 basis points
for the eight-and-one-half year term loan. Under the provisions of the senior
credit facility agreement, the interest margins for borrowings under the
revolving credit facility and the six year term loan may be adjusted based on
our consolidated leverage ratio (total debt divided by consolidated earnings
before interest, taxes, depreciation and amortization ("EBITDA") as defined in
the senior credit facility agreement) measured at the end of each quarter
starting with the fiscal quarter ending December 31, 2000.

36
<PAGE> 37

The amended senior credit facility agreement requires that we initially
maintain: (i) a consolidated leverage ratio (consolidated indebtedness divided
by consolidated EBITDA) not greater than 4.90; (ii) a consolidated interest
coverage ratio (consolidated EBITDA divided by consolidated cash interest paid)
not less than 1.70; and (iii) a consolidated fixed charge coverage ratio
(consolidated EBITDA less consolidated capital expenditures, divided by
consolidated cash interest paid) not less than 0.75.

The senior credit facility agreement also contains restrictions on our
operations that are customary for similar facilities, including limitations on:
(a) incurring additional liens; (b) sale and leaseback transactions; (c)
liquidations and dissolutions; (d) incurring additional indebtedness or
guarantees; (e) capital expenditures; (f) dividends; (g) mergers and
consolidations; and (h) prepayments and modifications of subordinated and other
debt instruments. Compliance with these requirements and restrictions is a
condition for any incremental borrowings under the senior credit facility
agreement and failure to meet these requirements enables the lenders to require
repayment of any outstanding loans. At September 30, 2000, we were in compliance
with the financial ratios and other covenants under the facility. Since our
debt-to-equity ratio is high, our ability to maintain compliance with these
requirements is very sensitive to earnings and interest rate movements. If we do
not maintain compliance with the financial ratios and other covenants under the
facility discussed above or obtain waivers from our lenders, our ability to
raise additional future borrowings may be restricted.

On October 14, 1999, we issued $500 million of 11 5/8% Senior Subordinated
Notes due 2009. The senior subordinated debt indenture requires that we, as a
condition to incurring certain types of indebtedness not otherwise permitted,
initially maintain an interest coverage ratio of not less than 2.00. Under the
terms of the indenture, the minimum interest coverage ratio will increase
beginning in 2001. The indenture also contains restrictions on our operations,
including limitations on: (1) incurring additional indebtedness or liens; (2)
dividends; (3) distributions and stock repurchases; (4) investments; and (5)
mergers and consolidations.

We believe that cash flows from operations, combined with our current
available borrowing capacity described above and assuming that we maintain
compliance with the requirements of our loan agreements, will be sufficient to
meet our future capital requirements for the following year.

CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
-------------
2000 1999
----- -----
<S> <C> <C>
Cash provided (used) by:
Operating activities--continuing operations............... $ 203 $(100)
Investing activities--continuing operations............... (121) (161)
Financing activities...................................... (93) 1,244
</TABLE>

OPERATING ACTIVITIES

Cash provided by continuing operating activities increased by $300 million
for the first nine months of 2000 compared to the same period in the prior year.
This improvement was driven primarily by our increased focus on working capital
management and the sale of accounts receivable. Working capital decreased by $40
million during the first nine months of 2000 in comparison to an increase of
$289 million during the same period last year. During the first nine months of
2000, the balance of accounts receivable sold increased from $16 million to $93
million and during the first nine months of 1999 the balance of accounts
receivable sold decreased from $137 million to $1 million. Our accounts payable
also increased from $348 million on December 31, 1999 to $436 million on
September 30, 2000. During the third quarter of 2000, we continued to take
advantage of accounts payable terms versus discounts. Our accounts payable
increased from $592 million on December 31, 1998 to $636 million on September
30, 1999. The remainder of the change in operating cash flow is primarily due to
the change in operating income, accrued income taxes and other current
liabilities. We had a net cash tax benefit of $16 million in the third quarter
of 2000, resulting from receiving several refunds

37
<PAGE> 38

related to filing our 1999 tax returns. Some portion of these refunds could be
temporary once the responsibility for pre-spin-off taxes is determined.

Cash used by our discontinued specialty and paperboard packaging operations
was $66 million in the nine months ended September 30 1999.

INVESTING ACTIVITIES

Cash used by investing activities for continuing operations was $40 million
lower in the first nine months of 2000 compared to the same period in 1999.
Capital expenditures were slightly higher at $108 million in the first nine
months of 2000 compared to $104 million in 1999. During the first nine months of
1999, we used $36 million to acquire businesses, primarily Kinetic Ltd, an
Australian suspension engineering company. In July 2000, we increased our
ownership percentage in a South African joint-venture for $4 million.

Cash used by investments in discontinued operations were $907 million in
the nine months ended September 30, 1999. During the second quarter of 1999,
Tenneco acquired for approximately $1.1 billion certain assets previously used
by the containerboard business under operating leases and timber cutting rights.
This was required in order to complete the April, 1999 containerboard sale. We
also received $306 million in proceeds related to the containerboard and folding
carton sale transactions and $28 million in proceeds from disposal of assets in
our specialty packaging business.

FINANCING ACTIVITIES

Cash used by financing activities was $93 million in the first nine months
of 2000. This decrease was primarily due to improved operating cash flow which
allowed us to pay down debt by $92 million. We also issued $13 million of common
stock during the nine month period for employee benefit and dividend
reinvestment plans which was offset by $5 million of common stock dividend
payments.

Cash provided by financing activities was $1.2 billion during the first
nine months of 1999. Excluding the borrowings required to complete the
containerboard sale transaction, cash used by financing activities was $517
million for the first nine months of 1999. This primarily reflected the use of
the net proceeds of the containerboard sale transaction to reduce our short-term
debt. Before the containerboard sale transaction, our Packaging division
borrowed approximately $1.8 billion. These borrowings were used to acquire the
assets used under operating leases and timber cutting rights described under
"Investing Activities" above, and to purchase the containerboard business
accounts receivable. Our Packaging division remitted the balance of the
borrowings to us to retire short-term debt. Packaging contributed the
containerboard business to the new joint venture subject to the approximately
$1.8 billion in new debt. The debt reduction, which resulted from this
contribution, is shown on the Statements of Cash Flows as a non-cash financing
activity.

INTEREST RATE RISK

Following the realignment of our debt in connection with the spin-off of
Pactiv, our financial instruments that are sensitive to market risk for changes
in interest rates are our debt securities. We primarily use a revolving credit
facility to finance our short-term capital requirements. We pay a current market
rate of interest on these borrowings. We financed our long-term capital
requirements with long-term debt with original maturity dates ranging from six
to 10 years.

Under the terms of our senior credit facility agreement, we were required
to hedge our exposure to floating interest rates within 180 days following the
spin-off so that at least 50 percent of our long-term debt is fixed for a period
of at least three years. In February 2000, we hedged $250 million of our
floating rate long-term debt with three-year, floating to fixed interest rate
swaps. In April 2000, we hedged an additional $50 million of our floating rate
long-term debt with three-year, floating to fixed interest rate swaps. The
hedges that we executed fully satisfy the interest rate hedging requirement of
the senior credit facility agreement. Therefore, we have $821 million in
long-term debt obligations that have fixed interest rates for the next three
years and $684 million in long-term debt obligations that have variable interest
rates based on a current market rate of interest.

38
<PAGE> 39

We estimate that the fair value of our long-term debt at September 30, 2000
was about 83 percent of its book value. A one percent increase or decrease in
interest rates would increase or decrease the interest expense we recognize in
the income statement and the cash we pay for interest expense by about $5
million after tax.

EURO CONVERSION

The European Monetary Union resulted in the adoption of a common currency,
the "euro," among eleven European nations. The euro is being adopted over a
three-year transition period beginning January 1, 1999. In October 1997, we
established a cross-functional Euro Committee, comprised of representatives of
the Company's operational divisions as well as its corporate offices. That
Committee had two principal objectives: (1) to determine the impact of the euro
on our business operations, and (2) to recommend and facilitate implementation
of those steps necessary to ensure that we would be fully prepared for the
euro's introduction. As of January 1, 1999, we implemented those euro conversion
procedures that it had determined to be necessary and prudent to adopt by that
date, and is on track to becoming fully "euro ready" on or before the conclusion
of the three-year euro transition period. We believe that the costs associated
with transitioning to the euro will not be material to our consolidated
financial position or the results of our operations.

ENVIRONMENTAL AND OTHER MATTERS

We and some of our subsidiaries and affiliates are parties to environmental
proceedings. We expense or capitalize, as appropriate, expenditures for ongoing
compliance with environmental regulations that relate to current operations. We
expense expenditures that relate to an existing condition caused by past
operations and that do not contribute to current or future revenue generation.
We record liabilities when environmental assessments indicate that remedial
efforts are probable and the costs can be reasonably estimated. Estimates of the
liability are based upon currently available facts, existing technology, and
presently enacted laws and regulations taking into consideration the likely
effects of inflation and other societal and economic factors. We consider all
available evidence including prior experience in remediation of contaminated
sites, other companies' cleanup experience and data released by the United
States Environmental Protection Agency or other organizations. These estimated
liabilities are subject to revision in future periods based on actual costs or
new information. We report these liabilities in the balance sheet at their
undiscounted amounts. We evaluate recoveries separately from the liability and,
when they are assured, recoveries are recorded and reported separately from the
associated liability in our financial statements.

At September 30, 2000, we had been designated as a potentially responsible
party in four Superfund sites. We have estimated our share of the remediation
costs for these sites to be approximately $1 million in the aggregate. In
addition to the Superfund sites, we may have the obligation to remediate current
or former facilities, and we estimate our share of remediation costs at these
facilities to be approximately $14 million. For both the Superfund sites and the
current and former facilities, we have established reserves that we believe are
adequate for these costs. Although we believe our estimates of remediation costs
are reasonable and are based on the latest available information, the cleanup
costs are estimates and are subject to revision as more information becomes
available about the extent of remediation required. At some sites, we expect
that other parties will contribute to the remediation costs. In addition, at the
Superfund sites, the Comprehensive Environmental Response, Compensation and
Liability Act provides that our liability could be joint and several, meaning
that we could be required to pay in excess of our share of remediation costs.
Our understanding of the financial strength of other potentially responsible
parties has been considered, where appropriate, in our determination of our
estimated liability.

We have also recently undertaken a third-party evaluation of estimated
environmental remediation costs at two of our facilities. The evaluations were
initiated as a result of testing that indicated the potential underground
migration of some contaminants beyond our facility property. For one of the
facilities, we have determined that there is no significant change to our cost
estimates which were previously accrued. The evaluation of the second facility
is expected to be complete in the fourth quarter of 2000. If those results
indicate environmental contamination has occurred, we could be required to
increase our reserves for that facility in an amount which we cannot predict at
this time. The reserve required could be material to our income statement in the
period when we are required to adjust it. However, we believe that the costs
39
<PAGE> 40

associated with our current status as a potentially responsible party in the
Superfund sites, or as a liable party at our current or former facilities, will
not be material to our consolidated financial position.

EMPLOYEE STOCK OWNERSHIP PLANS

We have established Employee Stock Ownership Plans for the benefit of our
employees. Under the plans, participants may elect to defer up to 16% of their
salary through contributions to the plan, which are invested in selected mutual
funds or used to buy our common stock. We currently match qualified
contributions with a contribution of 100% of each employee's contribution up to
8% of the employee's salary. These matching contributions are made in company
stock and approximated $11 million and $6 million, for the nine months ended
September 30, 2000 and 1999, respectively. All contributions vest immediately.

DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS

The results of operations for the three and nine months ended September 30,
1999 for our discontinued specialty packaging and paperboard packaging
businesses are shown in note 3 to the financial statements.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

For information regarding our exposure to interest rate risk, see the
caption entitled "Interest Rate Risk" in "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations," which is
incorporated herein by reference.

40
<PAGE> 41

PART II

OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

As previously announced, on October 20, 2000, we entered into an agreement
with our senior lenders to amend certain provisions of our senior credit
facility. These amendments allow us to implement worldwide cost reduction
initiatives, certain of which are described herein under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
relax the financial ratios in the facility beginning in the fourth quarter of
2000. Information concerning the amendments is contained in our Current Report
on Form 8-K dated October 24, 2000, which is incorporated herein by reference,
and herein under "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

On October 30, 2000, we announced that we have signed a strategic alliance
agreement with Futaba Industrial Co., Ltd. of Japan to pursue opportunities to
design, manufacture and market emission control products and systems for
automotive original equipment manufacturers. The strategic alliance will focus
on original equipment manufacturers -- Japan-based or North American or
European-based customers in Japan -- whose global platforms require Japan-based
engineerinig and/or manufacturing support.

In connection with the alliance, we also entered into a joint venture and
asset purchase agreement with Futaba to establish a joint venture at our
existing manufacturing facility in Burnley, England. The new joint venture
company, which will be owned 51 percent by Futaba and 49 percent by Tenneco
Automotive, will acquire our Burnley manufacturing assets for approximately 13.9
million pounds. The joint venture will be known as Futaba-Tenneco U.K. Limited,
and will continue to develop and produce emission control components and stamped
products. The joint venture and asset purchase agreements are subject to
customary conditions to closing, including receipt of required government
approvals. It is expected that the joint venture formation and asset purchase
will be completed before the end of the year.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits. The exhibits filed with this report are listed on the Exhibit
Index following the signature page of this report, which is incorporated herein
by reference.

(b) Reports on Form 8-K. None.

41
<PAGE> 42

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
Tenneco Automotive Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

TENNECO AUTOMOTIVE INC.

By: /s/ MARK A. MCCOLLUM
------------------------------------
Mark A. McCollum
Senior Vice President and
Chief Financial Officer

Dated: November 14, 2000

42
<PAGE> 43

INDEX TO EXHIBITS
TO
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
2 -- Distribution Agreement by and between the registrant and
Tenneco Packaging Inc. dated November 3, 1999 (incorporated
herein by reference to Exhibit 2 to the registrant's Current
Report on Form 8-K dated November 4, 1999, File No.
1-12387).
3.1(a) -- Restated Certificate of Incorporation of the registrant
dated December 11, 1996 (incorporated herein by reference
from Exhibit 3.1(a) of the registrant's Annual Report on
Form 10-K for the year ended December 31, 1997, File No.
1-12387).
3.1(b) -- Certificate of Amendment, dated December 11, 1996
(incorporated herein by reference from Exhibit 3.1(c) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
3.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997
(incorporated herein by reference from Exhibit 3.1(d) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
3.1(d) -- Certificate of Designation of Series B Junior Participating
Preferred Stock dated September 9, 1998 (incorporated herein
by reference from Exhibit 3.1(d) of the registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, File No. 1-12387).
3.1(e) -- Certificate of Elimination of the Series A Participating
Junior Preferred Stock of the registrant dated September 11,
1998 (incorporated herein by reference from Exhibit 3.1(e)
of the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No. 1-12387).
3.1(f) -- Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(f) of the
registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
3.1(g) -- Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(g) of the
registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
3.1(h) -- Certificate of Ownership and Merger merging Tenneco
Automotive Merger Sub Inc. with and into the registrant,
dated November 5, 1999 (incorporated herein by reference
from Exhibit 3.1(h) of the registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No.
1-12387).
3.1(i) -- Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated May 9, 2000
(incorporated herein by reference from Exhibit 3.1(i) of the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, File No. 1-12387).
3.2(a) -- By-laws of the registrant, as amended March 14, 2000
(incorporated herein by reference from Exhibit 3.2(a) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-12387).
3.3 -- Certificate of Incorporation of Tenneco Global Holdings Inc.
("Global"), as amended (incorporated herein by reference to
Exhibit 3.3 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
3.4 -- By-laws of Global (incorporated herein by reference to
Exhibit 3.4 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
3.5 -- Certificate of Incorporation of TMC Texas Inc. ("TMC")
(incorporated herein by reference to Exhibit 3.5 to the
registrant's Registration Statement on Form S-4, Reg. No.
333-93757).
</TABLE>

43
<PAGE> 44

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
3.6 -- By-laws of TMC (incorporated herein by reference to Exhibit
3.6 to the registrant's Registration Statement on Form S-4,
Reg. No. 333-93757).
3.7 -- Amended and Restate Certificate of Incorporation of Tenneco
International Holding Corp. ("TIHC") (incorporated herein by
reference to Exhibit 3.7 to the registrant's Registration
Statement on Form S-4, Reg. No. 333-93757).
3.8 -- Amended and Restated By-laws of TIHC (incorporated herein by
reference to Exhibit 3.8 to the registrant's Registration
Statement on Form S-4, Reg. No. 333-93757).
3.9 -- Certificate of Incorporation of Clevite Industries Inc.
("Clevite"), as amended (incorporated herein by reference to
Exhibit 3.9 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
3.10 -- By-laws of Clevite (incorporated herein by reference to
Exhibit 3.10 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
3.11 -- Amended and Restated Certificate of Incorporation of the
Pullman Company ("Pullman") (incorporated herein by
reference to Exhibit 3.11 to the registrant's Registration
Statement on Form S-4, Reg. No. 333-93757).
3.12 -- By-laws of Pullman (incorporated herein by reference to
Exhibit 3.12 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
3.13 -- Certificate of Incorporation of Tenneco Automotive Operating
Company Inc. ("Operating") (incorporated herein by reference
to Exhibit 3.13 to the registrant's Registration Statement
on Form S-4, Reg. No. 333-93757).
3.14 -- By-laws of Operating (incorporated herein by reference to
Exhibit 3.14 to the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
4.1(a) -- Rights Agreement dated as of September 8, 1998, by and
between the registrant and First Chicago Trust Company of
New York, as Rights Agent (incorporated herein by reference
from Exhibit 4.1 of the registrant's Current Report on Form
8-K dated September 24, 1998, File No. 1-12387).
4.1(b) -- Amendment No. 1 to Rights Agreement, dated March 14, 2000,
by and between the registrant and First Chicago Trust
Company of New York, as Rights Agent (incorporated herein by
reference from Exhibit 4.1(b) of the registrant's Annual
Report on Form 10-K for the year ended December 31, 1999,
File No. 1-12387).
4.2(a) -- Indenture, dated as of November 1, 1996, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.1 of the
registrant's Registration Statement on Form S-4,
Registration No. 333-14003).
4.2(b) -- First Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between registrant
and The Chase Manhattan Bank, as Trustee (incorporated
herein by reference from Exhibit 4.3(b) of the registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-12387).
4.2(c) -- Second Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(c) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
4.2(d) -- Third Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(d) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
</TABLE>

44
<PAGE> 45

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
4.2(e) -- Fourth Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(e) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
4.2(f) -- Fifth Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(f) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
4.2(g) -- Sixth Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(g) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
4.2(h) -- Seventh Supplemental Indenture dated as of December 11, 1996
to Indenture dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.3(h) of the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
4.2(i) -- Eighth Supplemental Indenture, dated as of April 28, 1997,
to Indenture, dated as of November 1, 1996 between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.1 of the
registrant's Current Report on Form 8-K dated April 23,
1997, File No. 1-12387).
4.2(j) -- Ninth Supplemental Indenture, dated as of April 28, 1997, to
Indenture, dated as of November 1, 1996, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.2 of the
registrant's Current Report on Form 8-K dated April 23,
1997, File No. 1-12387).
4.2(k) -- Tenth Supplemental Indenture, dated as of July 16, 1997, to
Indenture, dated as of November 1, 1996, between the
registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference from Exhibit 4.1 of the
registrant's Current Report on Form 8-K dated June 11, 1997,
File No. 1-12387).
4.2(l) -- Eleventh Supplemental Indenture, dated October 21, 1999, to
Indenture dated November 1, 1996 between The Chase Manhattan
Bank, as Trustee, and the registrant (incorporated herein by
reference from Exhibit 4.2(l) of the registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-12387).
4.3 -- Specimen stock certificate for Tenneco Automotive Inc.
common stock (incorporated herein by reference from Exhibit
4.3 of the registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-12387).
4.4(a) -- Indenture dated October 14, 1999 by and between the
registrant and The Bank of New York, as trustee
(incorporated herein by reference from Exhibit 4.4(a) of the
registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
4.4(b) -- Supplemental Indenture dated November 4, 1999 among Tenneco
Automotive Operating Subsidiary Inc. (formerly Tenneco
Automotive Inc.), Tenneco International Holding Corp.,
Tenneco Global Holdings Inc., the Pullman Company and
Clevite Industries Inc. in favor of The Bank of New York, as
trustee (incorporated herein by reference from Exhibit
4.4(b) of the registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-12387).
</TABLE>

45
<PAGE> 46

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
4.4(c) -- Subsidiary Guarantee dated as of October 14, 1999 from
Tenneco Automotive Operating Subsidiary Inc. (formerly
Tenneco Automotive Inc.), Tenneco International Holding
Corp., Tenneco Global Holdings Inc., the Pullman Company,
Clevite Industries Inc. and TMC Texas Inc. in favor of The
Bank of New York, as trustee (incorporated herein by
reference to Exhibit 4.4(c) to the registrant's Registration
Statement on Form S-4, Reg. No. 333-93757).
4.5(a) -- Credit Agreement, dated as of September 30, 1999, among the
registrant, the Lenders named therein, Commerzbank and Bank
of America, N.A., Citicorp USA, Inc. and The Chase Manhattan
Bank (incorporated herein by reference from Exhibit 4.5(a)
of the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
4.5(b) -- First Amendment to the Credit Agreement, dated October 20,
2000, among the registrant, The Chase Manhattan Bank and
Citicorp USA, Inc. (incorporated herein by reference from
Exhibit 4.1 to the registrant's Current Report on Form 8-K
dated October 24, 2000, File No. 1-12387).
10.1 -- Distribution Agreement, dated November 1, 1996, by and among
El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), the
registrant, and Newport News Shipbuilding Inc. (incorporated
herein by reference from Exhibit 2 of the registrant's Form
10, File No. 1-12387).
10.2 -- Amendment No. 1 to Distribution Agreement, dated as of
December 11, 1996, by and among El Paso Tennessee Pipeline
Co. (formerly Tenneco Inc.), the registrant, and Newport
News Shipbuilding Inc. (incorporated herein by reference
from Exhibit 10.2 of the registrant's Annual Report on Form
10-K for the year ended December 31, 1996, File No.
1-12387).
10.3 -- Debt and Cash Allocation Agreement, dated December 11, 1996,
by and among El Paso Tennessee Pipeline Co. (formerly
Tenneco Inc.), the registrant, and Newport News Shipbuilding
Inc. (incorporated herein by reference from Exhibit 10.3 of
the registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-12387).
10.4 -- Benefits Agreement, dated December 11, 1996, by and among El
Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), the
registrant, and Newport News Shipbuilding Inc. (incorporated
herein by reference from Exhibit 10.4 of the registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-12387).
10.5 -- Insurance Agreement, dated December 11, 1996, by and among
El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), the
registrant, and Newport News Shipbuilding Inc. (incorporated
herein by reference from Exhibit 10.5 of the registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, File No. 1-12387).
10.6 -- Tax Sharing Agreement, dated December 11, 1996, by and among
El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.),
Newport News Shipbuilding Inc., the registrant, and El Paso
Natural Gas Company (incorporated herein by reference from
Exhibit 10.6 of the registrant's Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-12387).
10.7 -- First Amendment to Tax Sharing Agreement, dated as of
December 11, 1996, among El Paso Tennessee Pipeline Co.
(formerly Tenneco Inc.), the registrant and Newport News
Shipbuilding Inc. (incorporated herein by reference from
Exhibit 10.7 of the registrant's Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-12387).
10.8 -- Tenneco Automotive Inc. Executive Incentive Compensation
Plan. (incorporated herein by reference from Exhibit 10.8 to
the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, File No. 1-12387).
10.9 -- Tenneco Automotive Inc. Change of Control Severance Benefits
Plan for Key Executives (incorporated herein by reference
from Exhibit 10.13 of the registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No.
1-12387).
10.10 -- Tenneco Automotive Inc. Stock Ownership Plan (incorporated
herein by reference from Exhibit 10.10 of the registrant's
Registration Statement on Form S-4, Reg. No. 333-93757).
</TABLE>

46
<PAGE> 47

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
10.11 -- Tenneco Automotive Inc. Key Executive Pension Plan.
(incorporated herein by reference from Exhibit 10.11 to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, File No. 1-12387).
10.12 -- Tenneco Automotive Inc. Deferred Compensation Plan.
(incorporated herein by reference from Exhibit 10.12 to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, File No. 1-12387).
10.13 -- Tenneco Automotive Inc. Supplemental Executive Retirement
Plan. (incorporated herein by reference from Exhibit 10.13
to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, File No. 1-12387).
10.14 -- Release Agreement dated as of October 18, 1999 by and
between Dana G. Mead and Tenneco Management Company and
Modification of Release Agreement dated as of October 18,
1999 among Dana G. Mead, Tenneco Automotive Inc. and Tenneco
Management Company (incorporated herein by reference from
Exhibit 10.18 of the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, File No.
1-12387).
10.15 -- Release Agreement dated as of September 17, 1999 by and
between Robert T. Blakely and Tenneco Management Company and
Modification of Release Agreement dated as of September 17,
1999 among Robert T. Blakely, Tenneco Automotive Inc. and
Tenneco Management Company (incorporated herein by reference
from Exhibit 10.15 to the registrant's Annual Report on Form
10-K for the year ended December 31, 1999, File No.
1-12387).
10.16 -- Agreement, dated as of April 12, 1999, among the registrant,
Tenneco Management Company, Tenneco Packaging Inc. and Paul
T. Stecko (incorporated herein by reference from Exhibit
10.30 of the registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, File No. 1-12387).
10.17 -- Human Resources Agreement by and between Tenneco Automotive
Inc. and Tenneco Packaging Inc. dated November 4, 1999
(incorporated herein by reference to Exhibit 99.1 to the
registrant's Current Report on Form 8-K dated November 4,
1999, File No. 1-12387).
10.18 -- Tax Sharing Agreement by and between Tenneco Automotive Inc.
and Tenneco Packaging Inc. dated November 3, 1999
(incorporated herein by reference to Exhibit 99.2 to the
registrant's Current Report on Form 8-K dated November 4,
1999, File No. 1-12387).
10.19 -- Amended and Restated Transition Services Agreement by and
between Tenneco Automotive Inc. and Tenneco Packaging Inc.
dated as of November 4, 1999 (incorporated herein by
reference from Exhibit 10.21 of the registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-12387).
10.20 -- Purchase Agreement among Salomon Smith Barney Inc., the
other Initial Purchasers as named therein and Tenneco Inc.
dated October 8, 1999 (incorporated herein by reference from
Exhibit 10.18 of the registrant's Registration Statement on
Form S-4, Reg. No. 333-93757).
10.21 -- Registration Rights Agreement among Tenneco Inc., the
Guarantors named therein, Salomon Smith Barney Inc. and the
other Initial Purchasers named therein dated October 14,
1999 (incorporated herein by reference from Exhibit 10.19 of
the registrant's Registration Statement on Form S-4, Reg.
No. 333-93757).
10.22 -- Assumption Agreement among Tenneco Automotive Operating
Company Inc., Tenneco International Holding Corp., Tenneco
Global Holdings Inc., The Pullman Company, Clevite
Industries Inc., TMC Texas Inc., Salomon Smith Barney Inc.
and the other Initial Purchasers listed in the Purchase
Agreement dated as of November 4, 1999 (incorporated herein
by reference from Exhibit 10.20 of the registrant's
Registration Statement on Form S-4, Reg. No. 333-93757).
</TABLE>

47
<PAGE> 48

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
10.23 -- Amendment No. 1 to Change in Control Severance Benefit Plan
for Key Executives. (incorporated herein by reference from
Exhibit 10.23 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 1-12387).
10.24 -- Letter Agreement dated July 27, 2000 between the registrant
and Mark P. Frissora. (incorporated herein by reference from
Exhibit 10.24 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 1-12387).
10.25 -- Letter Agreement dated July 27, 2000 between the registrant
and Mark A. McCollum. (incorporated herein by reference from
Exhibit 10.25 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 1-12387).
10.26 -- Letter Agreement dated July 27, 2000 between the registrant
and Richard P. Schneider. (incorporated herein by reference
from Exhibit 10.26 to the registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, File No.
1-12387).
10.27 -- Letter Agreement dated July 27, 2000 between the registrant
and Timothy Jackson. (incorporated herein by reference from
Exhibit 10.27 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 1-12387).
*10.28 -- Letter Agreement dated July 27, 2000 between the registrant
and David Gabriel.
*10.29 -- Form of Indemnity Agreement entered into between the
registrant and the following directors of the registrant:
Paul Stecko, Kathryn Eickhoff, Mark Andrews and Dennis
Severance.
11 -- None.
*12 -- Computation of Ratio of Earnings to Fixed Charges.
*15 -- Letter Regarding Unaudited Interim Financial Information.
18 -- None.
19 -- None.
22 -- None.
23 -- None.
24 -- None.
*27.1 -- Financial Data Schedule -- Period Ended September, 2000.
*27.2 -- Financial Data Schedule -- Period September 30, 1999.
99 -- None.
</TABLE>

* Filed herewith