REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of
Directors and Shareholders of Tenneco Inc.
We have audited the internal control over financial reporting of
Tenneco Inc. and subsidiaries (the “Company”) as of December 31, 2008,
based on criteria established in Internal Control — Integrated
Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company’s management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management Report on Internal
Controls Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on that risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process
designed by, or under the supervision of, the company’s principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31,
2008, based on the criteria established in Internal Control —
Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheet of the Company as of December 31, 2008 and the related consolidated
statements of income (loss), cash flows, changes in shareholders’ equity and
comprehensive income (loss) and financial statement schedule for the year ended
December 31, 2008, and our report dated February 27, 2009 expressed
an unqualified opinion on those financial statements and financial statement
schedule.
Deloitte &
Touche LLP
Chicago, Illinois
February 27, 2009
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of
Directors and Shareholders of Tenneco Inc.
We have audited the accompanying consolidated balance sheets of Tenneco
Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007,
and the related consolidated statements of income (loss), cash flows, changes
in shareholders’ equity, and comprehensive income (loss) for each of the three
years in the period ended December 31, 2008. Our audits also included the
financial statement schedule listed in the Index at Item 8. These
financial statements and financial statement schedule are the responsibility of
the Company’s management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company and
subsidiaries as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
As discussed in Note 11, effective January 1, 2007, the
Company adopted the measurement date provisions of Statement of Financial
Accounting Standards (“SFAS”) No. 158, Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans — an
amendment of FASB Statements No. 87, 88, 106, and 132(R) .
As discussed in Note 1 to the consolidated financial statements,
on December 31, 2006, the Company adopted the recognition and disclosure
provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans — an amendment of FASB
Statements No. 87, 88, 106 and 132(R).
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the Company’s internal
control over financial reporting as of December 31, 2008, based on the
criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated February 27, 2009
expressed an unqualified opinion on the Company’s internal control over
financial reporting.
Deloitte &
Touche LLP
Chicago, Illinois
February 27, 2009
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