1024725--2/27/2009--TENNECO

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{cost, operation, labor}

{product, market, service}

{tax, income, asset}

{operation, international, foreign}

{cost, regulation, environmental}

{competitive, industry, competition}

{customer, product, revenue}

We are dependent on large customers for future revenue. The loss of any of these customers or the loss of market share by these customers could have a material adverse impact on us. We may be unable to realize sales represented by our awarded business, which could materially and adversely impact our financial condition and results of operations. The hourly workforce in the automotive industry is highly unionized and our business could be adversely affected by labor disruptions. We have experienced significant increases in raw materials pricing, and further changes in the prices of raw materials could have a material adverse impact on us. We may be unable to realize our business strategy of improving operating performance, growing our business and generating savings and improvements. We may incur material costs related to product warranties, environmental and regulatory matters and other claims, which could have a material adverse impact on our financial condition and results of operations. We may have difficulty competing favorably in the highly competitive automotive parts industry. The decreasing number of automotive parts customers and suppliers could make it more difficult for us to compete favorably. We may not be able to successfully respond to the changing distribution channels for aftermarket products. Longer product lives of automotive parts are adversely affecting aftermarket demand for some of our products. Any acquisitions we make could disrupt our business and seriously harm our financial condition. We are subject to risks related to our international operations. Exchange rate fluctuations could cause a decline in our financial condition and results of operations. Entering new markets poses new competitive threats and commercial risks. Impairment in the carrying value of long-lived assets and goodwill could negatively affect our operating results. The value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results. Our expected annual effective tax rate could be volatile and materially change as a result of changes in mix of earnings and other factors.

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1024725--2/27/2009--TENNECO_INC