LAKE FOREST, Ill., Feb. 20, 2020 /PRNewswire/ -- Tenneco Inc. (NYSE:
TEN) reported fourth quarter 2019 revenue of $4.1 billion, versus $4.3
billion a year ago. On a constant
currency pro forma basis, total revenue decreased 2% versus last
year, while light vehicle industry production* declined 5% in the
quarter. Value-add revenue for the fourth quarter was $3.4 billion. Revenue comparisons include a
negative $88 million impact due to a
work stoppage at the company's largest customer.
Including non-cash, non-recurring items of approximately
$230 million, the company reported a
net loss for fourth quarter 2019 of $293
million, or $(3.62) per
diluted share, compared with a fourth quarter net loss of
$109 million, or $(1.35) per diluted share in 2018. Fourth quarter
2019 adjusted net income was $23
million, or $0.28 per diluted
share, compared with $105 million, or
$1.30 per diluted share last
year.
Fourth quarter EBIT (earnings before interest, taxes and
noncontrolling interests) was a loss of $117
million, versus a loss of $23
million last year. EBIT as a percent of revenue was
-2.8% versus -0.5% last year. Earnings comparisons include a
negative $27 million impact due to a
work stoppage at the company's largest customer. Fourth
quarter adjusted EBITDA was $314
million versus $407 million
last year. Adjusted EBITDA as a percent of value-add revenue was
9.3% versus 11.2% last year. Cash generated from operations
was $380 million.
"Continued execution on cost reduction initiatives and operating
improvements enabled us to deliver on our fourth quarter guidance,
despite challenging economic and business conditions," said
Brian Kesseler, Tenneco CEO.
"We are executing our Accelerate program to drive additional cost
savings, strengthen cash flow performance, and reduce leverage to
drive value and better position both the DRiV and New Tenneco
divisions for the planned separation."
The Accelerate program is modeled after the company's successful
approach to capturing acquisition synergies. Compared to year-end
2019, this 2-year program includes opportunities expected to
deliver the following:
- Annual run rate cost savings of $200
million
- Working capital improvement of $250
million
- Capital expenditure improvements of $100
million
The company expects to incur approximately $250 million in one-time costs over the 2-year
program.
"The Accelerate program is at the core of our operating plans
for 2020 and 2021 as we work to improve capital efficiency and
reduce leverage to better position both divisions for the planned
separation," Kesseler added. "In addition to streamlining our
leadership structure, we are working to lower SG&A costs and
evaluating multiple strategic options, ranging from the sale of
individual product lines to complete divisions. The Board and
management team are committed to taking purposeful and proactive
action to better position Tenneco to succeed in today's operating
environment and enhance value for all shareholders."
Full-Year Results
For the full year, total revenue was a record high $17.45 billion, up 48%, which includes the first
full year of Federal-Mogul revenues. Full-year EBIT was
$148 million, versus EBIT of
$322 million a year ago. Adjusted
EBITDA was $1,442 million, versus
$1,062 million a year ago. Cash
generated by operations for the full year was $444 million, compared with $439 million last year.
OUTLOOK
Full year 2020
We are continuing to monitor the
effects of the COVID-19 virus, which is impacting the China automotive industry. The uncertainty of
the full impact of the COVID-19 virus results in a wider full year
outlook range for revenue and EBITDA than customary. This outlook
assumes that the equivalent of four full weeks of
production would be lost in China
in the first quarter, which would represent a negative impact of
approximately $150 million on value
add revenue, and $50 million on
EBITDA.
2020 revenue is expected in the range of $16.7 billion to $17.1
billion. Global light vehicle production* is forecast
to be down 4% in 2020. We anticipate currency to have a 1%
unfavorable year-over-year impact on 2020 revenue.
2020 Financial Outlook Summary
Revenue
|
$16.7 -
17.1B
|
Value-add
revenue
|
$13.7 -
14.1B
|
Adjusted
EBITDA
|
$1,300 -
1,450M
|
Capital
expenditures(1)
|
$610 -
650M
|
Adjusted depreciation
and amortization
|
~$660M
|
Adjusted interest
expense(2)
|
$310 -
330M
|
Adjusted effective
tax rate
|
29-31%
|
Cash taxes
|
$160 -
180M
|
Adjusted
noncontrolling interest expense
|
$60 - 70M
|
Adjusted free cash
flow(3)
|
$100 -
200M
|
(1) Includes expenditures for software, consistent with cash
payments for property, plant and equipment on cash flow
statement.
(2) Before one-time fees related to the February 2020 covenant amendment.
(3) Adjusted free cash flow is cash from operations plus
reclassified factoring proceeds less capital expenditures.
First Quarter 2020
As referenced in the full year
outlook, we anticipate the COVID-19 virus to negatively impact
value add revenue and EBITDA in the first quarter. The company
expects total revenue in the range of $3.95
billion to $4.15 billion,
value-add revenue in the range of $3.2
billion to $3.4 billion, and
adjusted EBITDA in the range of $240
million to $280 million in the
first quarter 2020.
*Source: IHS Markit January 2020
global light vehicle production forecast and Tenneco
estimates.
See "About Revenue and Other Guidance" below for further
information about revenue guidance and forecasted performance
measures.
Attachment 1
Statements of Income – 3 Months
Statements of Income – 12 Months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 12 Months
Attachment 2
Reconciliation of GAAP to Non-GAAP
Earnings Measures – 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 12
Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3
Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 12
Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3
Months and 12 Months
Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted LTM
and pro forma adjusted LTM EBITDA including noncontrolling
interests
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures –
Original Equipment and Aftermarket Revenue – 3 Months and 12
Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and
Earnings Measures – 3 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and
Earnings Measures – 12 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures –
Original Equipment Commercial Truck, Off-Highway, Industrial and
other revenues – quarterly and annual
Reconciliation of GAAP Revenue to pro forma Revenue and Non-GAAP
Earnings Measures – 2018 quarterly
Reconciliation of GAAP Revenue to pro forma Revenue and Non-GAAP
Earnings Measures – 2018 and 2017 annual
Division Level Full Year 2020 Outlook
CONFERENCE CALL
The company will host a webcast
conference call on Thursday, February 20,
2020 at 10:00 a.m. ET. The
purpose of the call is to discuss the company's financial results
for the fourth quarter and full year 2019, as well as to provide
other information regarding matters that may impact the company's
outlook, including 2020 guidance and details on its performance
acceleration plan. For a "listen only" broadcast and access to the
presentation materials, go to the company's website
www.investors.tenneco.com. To participate by telephone,
please dial: 1-833-366-1121 (domestic) or 1-412-902-6733
(international), using the passcode "Tenneco Inc." A call playback
will be available for one week, starting approximately one hour
after the conclusion of the call. To connect, please dial
1-877-344-7529 (domestic), 1-412-317-0088 (international),
855-669-9658 (Canada), using the
replay access code 10138628.
About Tenneco
Headquartered in Lake Forest, Illinois, Tenneco is one of the
world's leading designers, manufacturers and marketers of
Aftermarket, Ride Performance, Clean Air and Powertrain products
and technology solutions for diversified markets, including light
vehicle, commercial truck, off-highway, industrial and the
aftermarket, with 2019 revenues of $17.45
billion and approximately 78,000 employees worldwide. On
October 1, 2018, Tenneco completed
the acquisition of Federal-Mogul, a leading global supplier to
original equipment ("OE") manufacturers and the aftermarket.
Additionally, the company expects to separate its businesses
to form two new, independent companies, an Aftermarket and Ride
Performance company as well as a new Powertrain Technology
company.
About DRiV™ - the future Aftermarket and Ride Performance
Company
Following the separation, DRiV will be one of the
largest global multi-line, multi-brand aftermarket companies, and
one of the largest global OE ride performance and braking
companies. DRiV's principal product brands will feature
Monroe®, Öhlins®, Walker®, Clevite®Elastomers, MOOG®,
Fel-Pro®, Wagner®, Ferodo®, Champion® and others. DRiV would have
2019 revenues of $5.9 billion, with
53% of those revenues from aftermarket and 47% from original
equipment customers.
About the new Tenneco - the future Powertrain
Technology Company
Following the separation, the new Tenneco
will be one of the world's largest pure-play powertrain companies
serving OE markets worldwide with engineered solutions addressing
fuel economy, power output, and criteria pollution requirements for
gasoline, diesel and electrified powertrains. The new Tenneco would
have 2019 revenues of $11.5 billion,
serving light vehicle, commercial truck, off-highway and industrial
markets.
About Revenue and Other Guidance
Revenue estimates
and other forecasted information in this release are based on OE
manufacturers' programs that have been formally awarded to the
company; programs where Tenneco is highly confident that it will be
awarded business based on informal customer indications consistent
with past practices; and Tenneco's status as supplier for the
existing program and its relationship with the customer. This
information is also based on anticipated vehicle production levels
and pricing, including precious metals pricing and the impact of
material cost changes. Unless otherwise indicated, our methodology
does not attempt to forecast currency fluctuations, and
accordingly, reflects constant currency. Certain elements of the
restructuring and related expenses, legal settlements and other
unusual charges we incur from time to time cannot be forecasted
accurately. In this respect, we are not able to reconcile
forecasted EBITDA (and the related margins), effective tax rate,
depreciation and amortization, interest expense, noncontrolling
interest expense and adjusted free cash flow on a
forward-looking basis without unreasonable efforts on account of
these factors and other factors not in our control. For certain
additional assumptions upon which these estimates are based, see
the slides accompanying the February 20,
2020 webcast, which will be available on the financial
section of the Tenneco website at
www.investors.tenneco.com.
This press release contains forward-looking statements. The
words "will," "would," "could," "plan," "expect," "anticipate,"
"estimate," "opportunities," and similar expressions (and
variations thereof), identify these forward-looking statements.
These forward-looking statements are based on the current
expectations of the company (including its subsidiaries).
Because these statements involve 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;
- our ability to successfully execute cost reduction and other
performance improvement plans, including the Accelerate program,
and to realize the anticipated benefits from these plans;
- our ability to source and procure needed materials,
components and other products and services in accordance with
customer demand and at competitive prices;
- the cost and outcome of existing and any future claims,
legal proceedings or investigations, including, but not limited to,
any of the foregoing arising in connection with the ongoing global
antitrust investigation, product performance, product safety or
intellectual property rights;
- changes in consumer demand for our OE or aftermarket
products or aftermarket products, prices and our ability to have
our products included on top selling vehicles, including any shifts
in consumer preferences away from historically higher margin
products for our customers and us, to other lower margin vehicles,
for which we may or may not have supply arrangements;
- the cyclical nature of the global vehicle industry,
including the performance of the global aftermarket sector and the
impact of vehicle parts' longer product lives;
- changes in automotive and commercial vehicle manufacturers'
production rates and their actual and forecasted requirements for
our products, due to difficult economic conditions and/or
regulatory or legal changes affecting internal combustion engines
and/or aftermarket products;
- our dependence on certain large customers, including the
loss of any of our large OE manufacturer customers (on whom we
depend for a significant portion of our revenues), or the loss of
market shares by these customers if we are unable to achieve
increased sales to other OE customers or any change in customer
demand due to delays in the adoption or enforcement of worldwide
emissions regulations;
- new technologies that reduce the demand for certain of our
products or otherwise render them obsolete;
- our ability to introduce new products and technologies that
satisfy customers' needs in a timely fashion;
- the overall highly competitive nature of the automotive and
commercial vehicle parts industries, and any resultant inability to
realize the sales represented by our awarded book of business
(which is based on anticipated pricing and volumes over the life of
the applicable program);
- changes in capital availability or costs, including
increases in our cost of borrowing (i.e., interest rate increases),
the amount of our debt, our ability to access capital markets at
favorable rates, and the credit ratings of our debt;
- our ability to comply with the covenants contained in our
debt instruments;
- our working capital requirements;
- risks inherent in operating a multi-national company,
including economic conditions, such as currency exchange and
inflation rates, political conditions in the countries where we
operate or sell our products, adverse changes in trade agreements,
tariffs, immigration policies, political instability, and tax and
other laws, and potential disruptions of production and
supply;
- increasing competition from lower cost, private-label
products;
- damage to the reputation of one or more of our leading
brands;
- the impact of improvements in automotive parts on
aftermarket demand for some of our products;
- industry-wide strikes, labor disruptions at our facilities
or any labor or other economic disruptions at any of our
significant customers or suppliers or any of our customers' other
suppliers;
- developments relating to our intellectual property,
including our ability to changes in technology;
- costs related to product warranties and other customer
satisfaction actions;
- the failure or breach of our information technology systems,
including the consequences of any misappropriation, exposure or
corruption of sensitive information stored on such systems and the
interruption to our business that such failure or breach may
cause;
- the impact of consolidation among vehicle parts suppliers
and customers on our ability to compete in the highly competitive
automotive and commercial vehicle supplier industry;
- changes in distribution channels or competitive conditions
in the markets and countries where we operate;
- the evolution towards autonomous vehicles and car and ride
sharing;
- customer acceptance of new products;
- our ability to successfully integrate, and benefit from, any
acquisitions that we complete;
- our ability to effectively manage our joint ventures and
other third-party relationships;
- the potential impairment in the carrying value of our
long-lived assets and goodwill or our deferred tax assets;
- the negative impact of fuel price volatility on
transportation and logistics costs, raw material costs,
discretionary purchases of vehicles or aftermarket products and
demand for off-highway equipment;
- increases in the costs of raw materials or components,
including our ability to successfully reduce the impact of any such
cost increases through materials substitutions, cost reduction
initiatives, customer recovery and other methods;
- changes by the Financial Accounting Standards Board ("FASB")
or the Securities and Exchange Commission ("SEC") of generally
accepted accounting principles or other authoritative
guidance;
- changes in accounting estimates and assumptions, including
changes based on additional information;
- any changes by the International Organization for
Standardization ("ISO") or other such committees in their
certification protocols for processes and products, which may have
the effect of delaying or hindering our ability to bring new
products to market;
- the impact of the extensive, increasing and changing laws
and regulations to which we are subject, including environmental
laws and regulations, which may result in our incurrence of
environmental liabilities in excess of the amount reserved or
increased costs or loss of revenues relating to products subject to
changing regulation;
- potential volatility in our effective tax rate;
- disasters, local and global public health emergencies or
other catastrophic events, such as fires, earthquakes, and
flooding, pandemics or epidemics, where we or other customers do
business, and any resultant disruptions in the supply or production
of goods or services to us or by us, in demand by our customers or
in the operation of our system, disaster recovery capabilities or
business continuity capabilities;
- acts of war and/or terrorism, as well as actions taken or to
be taken by the United States and
other governments as a result of further acts or threats of
terrorism, and the impact of these acts on economic, financial and
social conditions in the countries where we operate;
- pension obligations and other postretirement
benefits;
- our hedging activities to address commodity price
fluctuations; and
- the timing and occurrence (or non-occurrence) of other
transactions, events and circumstances which may be beyond our
control.
In addition, this release includes forward-looking statements
regarding the Company's ongoing review of strategic alternatives
and the planned separation of the Company into a powertrain
technology company and an aftermarket and ride performance company.
Important factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking
statements, include:
- the ability to identify and consummate strategic
alternatives that yield additional value for shareholders;
- the timing, benefits and outcome of the Company's strategic
review process;
- the structure, terms and specific risk and uncertainties
associated with any potential strategic alternative;
- potential disruptions in our business and stock price as a
result of our exploration, review and pursuit of any strategic
alternatives;
- the risk that the company may not complete a separation of
its powertrain technology business and its aftermarket and ride
performance business;
- the risk that the combined company and each separate company
following the separation will underperform relative to our
expectations;
- the ongoing transaction costs and risk that we may incur
greater costs following the separation of the businesses;
- the risk the spin-off is determined to be a taxable
transaction;
- the risk the benefits of the separation may not be fully
realized or may take longer to realize than expected;
- the risk the separation may not advance our business
strategy; and
- the risk the transaction may have an adverse effect on
existing arrangements with us, including those related to
transition, manufacturing and supply services and tax matters; our
ability to retain and hire key personnel; or our ability to
maintain relationships with customers, suppliers or other business
partners.
The risks included here are not exhaustive. The Company
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this press
release. Additional information regarding these risk factors and
uncertainties is, and will be, detailed from time to time in the
company's SEC filings, including but not limited to its annual
report on Form 10-K for the year ended December 31, 2018 and the Form 10-Q for the
quarter ended September 30,
2019.
Investor inquiries:
Linae
Golla
847-482-5162
lgolla@tenneco.com
Rich Kwas
248-849-1340
rich.kwas@tenneco.com
Media inquiries:
Bill
Dawson
847-482-5807
bdawson@tenneco.com
ATTACHMENT
1
|
TENNECO INC. AND
CONSOLIDATED SUBSIDIARIES
|
STATEMENTS OF INCOME
(LOSS)
|
Unaudited
|
THREE MONTHS ENDED
DECEMBER 31,
|
(Millions except per
share amounts)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Net sales and
operating revenues:
|
|
|
|
|
|
Clean Air - Value-add
revenues
|
|
$
974
|
|
$ 1,024
|
|
Clean Air - Substrate
sales
|
|
769
|
|
631
|
|
Powertrain
|
|
1,018
|
|
1,112
|
|
Motorparts
|
|
741
|
|
827
|
|
Ride
Performance
|
|
641
|
|
684
|
|
Total net sales and operating revenues
|
|
$ 4,143
|
|
$ 4,278
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Cost of
sales (exclusive of depreciation and amortization)
|
|
3,554
|
|
3,673
|
|
Selling,
general, and administrative
|
|
276
|
|
309
|
|
Depreciation and amortization
|
|
170
|
|
165
|
|
Engineering, research, and development
|
|
76
|
|
82
|
|
Restructuring charges and asset impairments
|
|
28
|
|
60
|
|
Goodwill
and intangibles impairment charge
|
|
172
|
|
3
|
|
Total costs and expenses
|
|
4,276
|
|
4,292
|
|
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
|
Non-service pension
and other postretirement benefit (costs) credits
|
|
(3)
|
|
(10)
|
|
Equity in earnings
(losses) of nonconsolidated affiliates, net of tax
|
|
9
|
|
18
|
|
Loss on
extinguishment of debt
|
|
-
|
|
(10)
|
|
Other income
(expense), net
|
|
10
|
|
(7)
|
|
Total other income (expense)
|
|
16
|
|
(9)
|
|
|
|
|
|
|
|
Earnings (loss)
before interest expense, income taxes, and noncontrolling
interests
|
|
(117)
|
|
(23)
|
|
|
|
|
|
|
|
Interest
expense
|
|
(80)
|
|
(79)
|
|
Earnings (loss)
before income taxes and noncontrolling interests
|
|
(197)
|
|
(102)
|
|
|
|
|
|
|
|
Income
tax (expense) benefit
|
|
(21)
|
|
10
|
|
Net income
(loss)
|
|
(218)
|
|
(92)
|
|
|
|
|
|
|
|
Less:
Net income (loss) attributable to noncontrolling
interests
|
|
75
|
|
17
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
$
(293)
|
|
$
(109)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
Basic
|
|
80.9
|
|
80.7
|
|
Diluted
|
|
80.9
|
|
80.7
|
|
|
|
|
|
|
|
Earnings (loss) per
share of common stock:
|
|
|
|
|
|
Basic
|
|
$ (3.62)
|
|
$ (1.35)
|
|
Diluted
|
|
$ (3.62)
|
|
$ (1.35)
|
|
ATTACHMENT
1
|
TENNECO INC. AND
CONSOLIDATED SUBSIDIARIES
|
STATEMENTS OF INCOME
(LOSS)
|
Unaudited
|
TWELVE MONTHS ENDED
DECEMBER 31,
|
(Millions except per
share amounts)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Net sales and
operating revenues:
|
|
|
|
|
|
Clean Air - Value-add
revenues
|
|
$
4,094
|
|
$
4,207
|
|
Clean Air - Substrate
sales
|
|
3,027
|
|
2,500
|
|
Powertrain
|
|
4,408
|
|
1,112
|
|
Motorparts
|
|
3,167
|
|
1,780
|
|
Ride
Performance
|
|
2,754
|
|
2,164
|
|
Total net sales and operating revenues
|
|
$ 17,450
|
|
$ 11,763
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
Cost of
sales (exclusive of depreciation and amortization)
|
|
14,885
|
|
10,002
|
|
Selling,
general, and administrative
|
|
1,138
|
|
752
|
|
Depreciation and amortization
|
|
673
|
|
345
|
|
Engineering, research, and development
|
|
324
|
|
200
|
|
Restructuring charges and asset impairments
|
|
126
|
|
117
|
|
Goodwill
and intangibles impairment charge
|
|
241
|
|
3
|
|
Total costs and expenses
|
|
17,387
|
|
11,419
|
|
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
|
Non-service pension
and postretirement benefit (costs) credits
|
|
(11)
|
|
(20)
|
|
Equity in earnings
(losses) of nonconsolidated affiliates, net of tax
|
|
43
|
|
18
|
|
Loss on
extinguishment of debt
|
|
-
|
|
(10)
|
|
Other income
(expense), net
|
|
53
|
|
(10)
|
|
Total other income (expense)
|
|
85
|
|
(22)
|
|
|
|
|
|
|
|
Earnings (loss)
before interest expense, income taxes, and noncontrolling
interests
|
|
148
|
|
322
|
|
|
|
|
|
|
|
Interest
expense
|
|
(322)
|
|
(148)
|
|
Earnings (loss)
before income taxes and noncontrolling interests
|
|
(174)
|
|
174
|
|
|
|
|
|
|
|
Income
tax (expense) benefit
|
|
(26)
|
|
(63)
|
|
Net income
(loss)
|
|
(200)
|
|
111
|
|
|
|
|
|
|
|
Less:
Net income (loss) attributable to noncontrolling
interests
|
|
114
|
|
56
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
$
(314)
|
|
$
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
Basic
|
|
80.9
|
|
58.6
|
|
Diluted
|
|
80.9
|
|
58.8
|
|
|
|
|
|
|
|
Earnings (loss) per
share of common stock:
|
|
|
|
|
|
Basic
|
|
$
(3.88)
|
|
$
0.93
|
|
Diluted
|
|
$
(3.88)
|
|
$
0.93
|
|
ATTACHMENT
1
|
TENNECO INC. AND
CONSOLIDATED SUBSIDIARIES
|
BALANCE
SHEETS
|
Unaudited
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
564
|
|
$
697
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
2
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Receivables,
net
|
|
2,538
|
(a)
|
2,572
|
(a)
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
2,026
|
|
2,245
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and other
current assets
|
|
632
|
|
590
|
|
|
|
|
|
|
|
|
|
|
|
Other noncurrent
assets
|
|
3,857
|
|
3,622
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
3,627
|
|
3,501
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
13,246
|
|
$
13,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt,
including current maturities of long-term debt
|
|
$
185
|
|
$
153
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
2,647
|
|
2,759
|
|
|
|
|
|
|
|
|
|
|
|
Accrued compensation
and employee benefits
|
|
325
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
Accrued income
taxes
|
|
72
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and
other current liabilities
|
|
1,070
|
|
1,001
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
5,371
|
(b)
|
5,340
|
(b)
|
|
|
|
|
|
|
|
|
|
|
Deferred income
taxes
|
|
106
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
Pension and
postretirement benefits
|
|
1,145
|
|
1,167
|
|
|
|
|
|
|
|
|
|
|
|
Deferred credits and
other liabilities
|
|
490
|
|
263
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
|
196
|
|
138
|
|
|
|
|
|
|
|
|
|
|
|
Tenneco Inc.
shareholders' equity
|
|
1,445
|
|
1,726
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling
interests
|
|
194
|
|
190
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities,
redeemable noncontrolling
interests, and equity
|
|
$
13,246
|
|
$
13,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
|
December 31,
2018
|
|
(a)
|
Accounts receivable
net of:
|
|
|
|
|
|
|
|
Accounts receivable
outstanding and derecognized
|
|
$
1,037
|
|
$
1,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
|
December 31,
2018
|
|
(b)
|
Long-term debt
composed of:
|
|
|
|
|
|
|
|
Revolver
Borrowings
|
|
$
183
|
|
$
-
|
|
|
|
LIBOR plus 1.75% Term
Loan A due 2019 through 2023
|
|
1,608
|
|
1,691
|
|
|
|
LIBOR plus 3.00% Term
Loan B due 2019 through 2025
|
|
1,623
|
|
1,629
|
|
|
|
$225 million of
5.375% Senior Notes due 2024
|
|
222
|
|
222
|
|
|
|
$500 million of
5.000% Senior Notes due 2026
|
|
494
|
|
493
|
|
|
|
€415 million 4.875%
Euro Fixed Rate Notes due 2022
|
|
479
|
|
496
|
|
|
|
€300 million of
Euribor plus 4.875% Euro Floating Rate Notes due 2024
|
|
340
|
|
349
|
|
|
|
€350 million of
5.000% Euro Fixed Rate Notes due 2024
|
|
413
|
|
427
|
|
|
|
Other Debt, primarily
foreign instruments
|
|
13
|
|
44
|
|
|
|
|
|
5,375
|
|
5,351
|
|
|
|
Less: maturities
classified as current
|
|
4
|
|
11
|
|
|
|
Total long-term
debt
|
|
$
5,371
|
|
$
5,340
|
|
ATTACHMENT
1
|
TENNECO INC. AND
CONSOLIDATED SUBSIDIARIES
|
STATEMENTS OF CASH
FLOWS
|
Unaudited
|
(Millions)
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
Net income
(loss)
|
|
$
(218)
|
|
$
(92)
|
|
Adjustments to
reconcile net income (loss) to cash provided (used) by operating
activities:
|
|
|
|
|
|
Goodwill and
intangible impairment charge
|
|
172
|
|
3
|
|
Depreciation and
amortization
|
|
170
|
|
165
|
|
Deferred income
taxes
|
|
(29)
|
|
(44)
|
|
Stock-based
compensation
|
|
5
|
|
2
|
|
Restructuring charges
and asset impairments, net of cash paid
|
|
(1)
|
|
41
|
|
Change in pension and
other postretirement benefit plans
|
|
(8)
|
|
(11)
|
|
Equity in earnings of
nonconsolidated affiliates
|
|
(9)
|
|
(18)
|
|
Cash dividends
received from nonconsolidated affiliates
|
|
8
|
|
2
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Receivables
|
|
232
|
|
86
|
|
Inventories
|
|
145
|
|
142
|
|
Payables and accrued
expenses
|
|
(165)
|
|
137
|
|
Accrued interest and
income taxes
|
|
15
|
|
(14)
|
|
Other assets and
liabilities
|
|
63
|
|
3
|
|
Net cash provided
(used) by operating activities
|
|
380
|
|
402
|
|
|
|
|
|
|
|
Investing
Activities
|
|
|
|
|
|
Acquisitions, net of
cash acquired
|
|
-
|
|
(2,194)
|
|
Proceeds from sale of
assets
|
|
12
|
|
3
|
|
Proceeds from sale of
investment in nonconsolidated affiliates
|
|
2
|
|
-
|
|
Cash payments for
property, plant and equipment
|
|
(203)
|
|
(252)
|
|
Proceeds from
deferred purchase price of factored receivables
|
|
47
|
|
72
|
|
Other
|
|
2
|
|
6
|
|
Net cash provided
(used) by investing activities
|
|
(140)
|
|
(2,365)
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
Proceeds from term
loans and notes
|
|
29
|
|
3,414
|
|
Repayments of term
loans and notes
|
|
(63)
|
|
(418)
|
|
Borrowings on
revolving lines of credit
|
|
2,316
|
|
1,098
|
|
Payments on revolving
lines of credit
|
|
(2,336)
|
|
(1,331)
|
|
Issuance of common
shares
|
|
-
|
|
1
|
|
Cash
dividends
|
|
-
|
|
(20)
|
|
Debt issuance cost of
long-term debt
|
|
-
|
|
(95)
|
|
Net decrease in bank
overdrafts
|
|
(1)
|
|
-
|
|
Acquisition of
additional ownership interest in consolidated affiliates
|
|
(10)
|
|
-
|
|
Distributions to
noncontrolling interest partners
|
|
(23)
|
|
(7)
|
|
Other
|
|
(2)
|
|
(178)
|
|
Net cash provided
(used) by financing activities
|
|
(90)
|
|
2,464
|
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash, cash equivalents and restricted
cash
|
|
21
|
|
(2)
|
|
Increase
(decrease) in cash, cash equivalents and restricted
cash
|
|
171
|
|
499
|
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash, beginning of period
|
|
395
|
|
203
|
|
Cash, cash
equivalents and restricted cash, end of period
|
|
$
566
|
|
$
702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash
Flow Information
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
$
54
|
|
$
78
|
|
Cash paid during the
period for income taxes, net of refunds
|
|
38
|
|
34
|
|
|
|
|
|
|
|
Non-cash Investing
and Financing Activities
|
|
|
|
|
|
Period end balance
of trade payables for property, plant and equipment
|
|
$
134
|
|
$
135
|
|
Deferred purchase
price of receivables factored in the period
|
|
28
|
|
49
|
|
Stock issued for
acquisition of Federal-Mogul
|
|
-
|
|
(1,236)
|
|
Stock transferred for
acquisition of Federal-Mogul
|
|
-
|
|
1,236
|
|
Redeemable
noncontrolling interest transaction with owner
|
|
53
|
|
-
|
|
|
ATTACHMENT
1
|
|
TENNECO INC. AND
CONSOLIDATED SUBSIDIARIES
|
|
STATEMENTS OF CASH
FLOWS
|
|
Unaudited
|
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31,
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
(200)
|
|
$
111
|
|
|
Adjustments to
reconcile net income (loss) to cash provided (used) by operating
activities:
|
|
|
|
|
|
|
Goodwill and
intangible impairment charge
|
|
241
|
|
3
|
|
|
Depreciation and
amortization
|
|
673
|
|
345
|
|
|
Deferred income
taxes
|
|
(144)
|
|
(65)
|
|
|
Stock-based
compensation
|
|
25
|
|
14
|
|
|
Restructuring charges
and asset impairments, net of cash paid
|
|
11
|
|
49
|
|
|
Change in pension and
other postretirement benefit plans
|
|
(57)
|
|
(8)
|
|
|
Equity in earnings of
nonconsolidated affiliates
|
|
(43)
|
|
(18)
|
|
|
Cash dividends
received from nonconsolidated affiliates
|
|
53
|
|
2
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
Receivables
|
|
(225)
|
|
(174)
|
|
|
Inventories
|
|
257
|
|
27
|
|
|
Payables and accrued
expenses
|
|
(66)
|
|
291
|
|
|
Accrued interest and
income taxes
|
|
3
|
|
(19)
|
|
|
Other assets and
liabilities
|
|
(84)
|
|
(119)
|
|
|
Net cash provided
(used) by operating activities
|
|
444
|
|
439
|
|
|
|
|
|
|
|
|
|
Investing
Activities
|
|
|
|
|
|
|
Acquisitions, net of
cash acquired
|
|
(158)
|
|
(2,194)
|
|
|
Proceeds from sale of
assets
|
|
20
|
|
9
|
|
|
Net proceeds from
sale of business
|
|
22
|
|
-
|
|
|
Proceeds from sale of
investment in nonconsolidated affiliates
|
|
2
|
|
-
|
|
|
Cash payments for
property, plant and equipment
|
|
(744)
|
|
(507)
|
|
|
Proceeds from
deferred purchase price of factored receivables
|
|
250
|
|
174
|
|
|
Other
|
|
2
|
|
4
|
|
|
Net cash provided
(used) by investing activities
|
|
(606)
|
|
(2,514)
|
|
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
|
Proceeds from term
loans and notes
|
|
200
|
|
3,426
|
|
|
Repayments of term
loans and notes
|
|
(341)
|
|
(453)
|
|
|
Borrowings on
revolving lines of credit
|
|
9,120
|
|
5,149
|
|
|
Payments on revolving
lines of credit
|
|
(8,884)
|
|
(5,405)
|
|
|
Repurchase of common
shares
|
|
(2)
|
|
(1)
|
|
|
Cash
dividends
|
|
(20)
|
|
(59)
|
|
|
Debt issuance cost of
long-term debt
|
|
-
|
|
(95)
|
|
|
Net decrease in bank
overdrafts
|
|
(13)
|
|
(5)
|
|
|
Acquisition of
additional ownership interest in consolidated affiliates
|
|
(10)
|
|
-
|
|
|
Distributions to
noncontrolling interest partners
|
|
(43)
|
|
(51)
|
|
|
Other
|
|
(4)
|
|
(30)
|
|
|
Net cash provided
(used) by financing activities
|
|
3
|
|
2,476
|
|
|
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash, cash equivalents and restricted
cash
|
|
23
|
|
(17)
|
|
|
Increase (decrease)
in cash, cash equivalents and restricted cash
|
|
(136)
|
|
384
|
|
|
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash, beginning of period
|
|
702
|
|
318
|
|
|
Cash, cash
equivalents and restricted cash, end of period
|
|
$
566
|
|
$
702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash
Flow Information
|
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
$
284
|
|
$
143
|
|
|
Cash paid during the
period for income taxes, net of refunds
|
|
177
|
|
113
|
|
|
|
|
|
|
|
|
|
Non-cash Investing
and Financing Activities
|
|
|
|
|
|
|
Period end balance of
trade payables for property, plant and equipment
|
|
$
134
|
|
$
135
|
|
|
Deferred purchase
price of receivables factored in the period in investing
|
|
236
|
|
154
|
|
|
Stock issued for
acquisition of Federal-Mogul
|
|
-
|
|
(1,236)
|
|
|
Stock transferred for
acquisition of Federal-Mogul
|
|
-
|
|
1,236
|
|
|
Redeemable
noncontrolling interest transaction with owner
|
|
53
|
|
-
|
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP(1)TO NON-GAAP EARNINGS
MEASURES(2)
|
Unaudited
|
(Millions except per
share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019
|
|
Q4 2018
|
|
|
|
Net income
(loss)
attributable
to Tenneco
Inc.
|
|
Per Share
|
|
Net income
(loss)
attributable to
noncontrolling
interests
|
|
Income tax
(expense)
benefit
|
|
EBIT
|
|
EBITDA
(3)
|
|
Net income
(loss)
attributable to
Tenneco Inc.
|
|
Per Share
|
|
Net income
(loss)
attributable to
noncontrolling
interests
|
|
Income tax
(expense)
benefit
|
|
EBIT
|
|
EBITDA
(3)
|
Earnings (Loss)
Measures
|
|
$
(293)
|
|
$
(3.62)
|
|
$
75
|
|
$
(21)
|
|
$(117)
|
|
$
53
|
|
$
(109)
|
|
$
(1.35)
|
|
$
17
|
|
$
10
|
|
$
(23)
|
|
$
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
34
|
|
0.41
|
|
1
|
|
(7)
|
|
42
|
|
36
|
|
15
|
|
0.18
|
|
1
|
|
(4)
|
|
20
|
|
17
|
|
Cost reduction
initiatives (6)
|
|
-
|
|
-
|
|
-
|
|
1
|
|
(1)
|
|
(1)
|
|
6
|
|
0.08
|
|
-
|
|
(2)
|
|
8
|
|
8
|
|
Acquisition and
separation costs(7)
|
|
28
|
|
0.36
|
|
-
|
|
(2)
|
|
30
|
|
30
|
|
41
|
|
0.50
|
|
-
|
|
(12)
|
|
53
|
|
53
|
|
Costs to achieve
synergies (8)
|
|
7
|
|
0.09
|
|
-
|
|
(1)
|
|
8
|
|
8
|
|
44
|
|
0.54
|
|
-
|
|
(5)
|
|
49
|
|
49
|
|
Purchase accounting
charges (9)
|
|
4
|
|
0.05
|
|
-
|
|
2
|
|
2
|
|
2
|
|
88
|
|
1.09
|
|
-
|
|
(18)
|
|
106
|
|
106
|
|
Goodwill and
intangible impairment charge (10)
|
|
172
|
|
2.13
|
|
-
|
|
-
|
|
172
|
|
172
|
|
3
|
|
0.04
|
|
-
|
|
-
|
|
3
|
|
3
|
|
Process harmonization
(11)
|
|
14
|
|
0.17
|
|
-
|
|
(2)
|
|
16
|
|
16
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Noncontrolling
interests adjustments (12)
|
|
58
|
|
0.71
|
|
(58)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Pension
charges/adjustments (13)
|
|
(1)
|
|
(0.02)
|
|
-
|
|
1
|
|
(2)
|
|
(2)
|
|
2
|
|
0.03
|
|
-
|
|
(1)
|
|
3
|
|
3
|
|
Anti-dumping duty
charge (14)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12
|
|
0.15
|
|
-
|
|
(4)
|
|
16
|
|
16
|
|
Loss on debt
modification (15)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
0.10
|
|
-
|
|
(2)
|
|
10
|
|
10
|
|
Net tax
adjustments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(5)
|
|
(0.06)
|
|
-
|
|
(5)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net income,
EPS, NCI, Tax, EBIT, and EBITDA(4)
|
|
$
23
|
|
$
0.28
|
|
$
18
|
|
$
(29)
|
|
$ 150
|
|
$
314
|
|
$
105
|
|
$
1.30
|
|
$
18
|
|
$
(43)
|
|
$ 245
|
|
$
407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(293)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(218)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(117)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
130
|
|
$
60
|
|
$
(57)
|
|
$
7
|
|
$ 140
|
|
$
(87)
|
|
$
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
3
|
|
2
|
|
-
|
|
23
|
|
28
|
|
8
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
Cost reduction
initiatives (6)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and
separation costs(7)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
30
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
Costs to achieve
synergies (8)
|
|
1
|
|
-
|
|
2
|
|
-
|
|
3
|
|
5
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Purchase accounting
charges (9)
|
|
-
|
|
2
|
|
-
|
|
-
|
|
2
|
|
-
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and
intangible impairment charge (10)
|
|
-
|
|
18
|
|
154
|
|
-
|
|
172
|
|
-
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
Process harmonization
(11)
|
|
8
|
|
-
|
|
4
|
|
4
|
|
16
|
|
-
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
Pension
adjustments(13)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2)
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(4)
|
|
$
142
|
|
$
82
|
|
$
103
|
|
$
34
|
|
$ 361
|
|
$
(47)
|
(16)
|
$
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(109)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(92)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(79)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
156
|
|
$
93
|
|
$
8
|
|
$
11
|
|
$ 268
|
|
$
(126)
|
|
$
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
(2)
|
|
(2)
|
|
2
|
|
19
|
|
17
|
|
-
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
Cost reduction
initiatives (6)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and
separation costs(7)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
53
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
Costs to achieve
synergies (8)
|
|
(3)
|
|
-
|
|
35
|
|
10
|
|
42
|
|
7
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
Purchase accounting
charges (9)
|
|
-
|
|
44
|
|
57
|
|
5
|
|
106
|
|
-
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment
charge (10)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
3
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Pension charges
(13)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
3
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dumping duty
charge (14)
|
|
-
|
|
-
|
|
16
|
|
-
|
|
16
|
|
-
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt
modification (15)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(4)
|
|
$
151
|
|
$
135
|
|
$
118
|
|
$
51
|
|
$ 455
|
|
$
(48)
|
|
$
407
|
|
|
|
|
|
|
|
|
|
|
|
(1)U.S.
Generally Accepted Accounting Principles.
|
|
(2)Tenneco
presents the above reconciliation of GAAP to non-GAAP earnings
measures primarily to reflect the results in a manner that allows a
better understanding of the results of operational activities
separate from the financial impact of decisions made for the
long-term benefit of the company and other items impacting
comparability between the periods. Adjustments similar to the
ones reflected above have been recorded in earlier periods, and
similar types of adjustments can reasonably be expected to be
recorded in future periods. Using only the non-GAAP earnings
measures to analyze earnings would have material limitations
because its calculation is based on the subjective determinations
of management regarding the nature and classification of events and
circumstances that investors may find material. Management
compensates for these limitations by utilizing both GAAP and
non-GAAP earnings measures reflected above to understand and
analyze the results of the business. The company believes
investors find the non-GAAP information helpful in understanding
the ongoing performance of operations separate from items that may
have a disproportionate positive or negative impact on the
company's financial results in any particular period.
|
|
(3) EBITDA
including noncontrolling interests represents income before
interest expense, income taxes, noncontrolling interests and
depreciation and amortization. EBITDA including
noncontrolling interests is not a calculation based upon
GAAP. The amounts included in the EBITDA including
noncontrolling interests calculation, however, are derived from
amounts included in the historical statements of income data.
In addition, EBITDA including noncontrolling interests should not
be considered as an alternative to net income attributable to
Tenneco Inc. or operating income as an indicator of the company's
operating performance, or as an alternative to operating cash flows
as a measure of liquidity. Tenneco has presented EBITDA
including noncontrolling interests because it regularly reviews
EBITDA including noncontrolling interests as a measure of the
company's performance. In addition, Tenneco believes its
investors utilize and analyze the company's EBITDA including
noncontrolling interests for similar purposes. Tenneco also
believes EBITDA including noncontrolling interests assists
investors in comparing a company's performance on a consistent
basis without regard to depreciation and amortization, which can
vary significantly depending upon many factors. However, the
EBITDA including noncontrolling interests measure presented may not
always be comparable to similarly titled measures reported by other
companies due to differences in the components of the
calculation.
|
|
(4)
Adjusted results are presented in order to reflect the results in a
manner that allows a better understanding of operational activities
separate from the financial impact of decisions made for the long
term benefit of the company and other items impacting comparability
between periods. Similar adjustments have been recorded in
earlier periods and similar types of adjustments can reasonably be
expected to be recorded in future periods. The company
believes investors find the non-GAAP information helpful in
understanding the ongoing performance of operations separate from
items that may have a disproportionate positive or negative impact
on the company's financial results in any particular
period.
|
|
(5)Q4 2019
includes $6 million and Q4 2018 includes $3 million of accelerated
depreciation related to plant closures.
|
|
(6)Costs
related to cost reduction initiatives.
|
|
(7)Costs
related to acquisitions and costs related to expected
separation.
|
|
(8)Costs
to achieve synergies related to Federal-Mogul
acquisition.
|
|
(9)This
primarily relates to a non-cash charge to cost of sales for the
amortization of the inventory fair value step-up recorded as part
of the Acquisitions.
|
|
(10)Non-cash asset impairment charge
related to goodwill and intangibles.
|
|
(11)Charge
due to process harmonization.
|
|
(12)Amount
relates to adjustments made to mark certain redeemable
noncontrolling interests to their redemption values.
|
|
(13)Charges related to pension derisking
and other adjustments.
|
|
(14)Charge
due to retroactive application of anti-dumping duty on a supplier's
products.
|
|
(15) Loss
on debt modification related to Federal-Mogul
acquisition.
|
|
(16)Corporate costs for each division are
$21 million for New Tenneco and $26 million for DRiV.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP(1)TO NON-GAAP EARNINGS
MEASURES(2)
|
Unaudited
|
(Millions except per
share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2019
|
|
YTD 2018
|
|
|
|
Net income
(loss)
attributable
to Tenneco
Inc.
|
|
Per Share
|
|
Net income
(loss)
attributable
to
noncontrolling
interests
|
|
Income tax
(expense)
benefit
|
|
EBIT
|
|
EBITDA
(3)
|
|
Net income
(loss)
attributable to
Tenneco Inc.
|
|
Per Share
|
|
Net income
(loss)
attributable to
noncontrolling
interests
|
|
Income tax
(expense)
benefit
|
|
EBIT
|
|
EBITDA
(3)
|
Earnings (Loss)
Measures
|
|
$
(314)
|
|
$
(3.88)
|
|
$
114
|
|
$
(26)
|
|
$
148
|
|
$
821
|
|
$
55
|
|
$
0.93
|
|
$
56
|
|
$
(63)
|
|
$
322
|
|
$
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
116
|
|
1.43
|
|
6
|
|
(31)
|
|
153
|
|
138
|
|
46
|
|
0.76
|
|
8
|
|
(11)
|
|
65
|
|
62
|
|
Cost reduction
initiatives (6)
|
|
12
|
|
0.15
|
|
-
|
|
(3)
|
|
15
|
|
15
|
|
13
|
|
0.24
|
|
-
|
|
(5)
|
|
18
|
|
18
|
|
Acquisition and
separation costs(7)
|
|
102
|
|
1.27
|
|
-
|
|
(25)
|
|
127
|
|
127
|
|
74
|
|
1.26
|
|
-
|
|
(22)
|
|
96
|
|
96
|
|
Costs to achieve
synergies (8)
|
|
23
|
|
0.29
|
|
-
|
|
(6)
|
|
29
|
|
29
|
|
53
|
|
0.90
|
|
-
|
|
(9)
|
|
62
|
|
62
|
|
Purchase accounting
charges (9)
|
|
49
|
|
0.61
|
|
-
|
|
(8)
|
|
57
|
|
57
|
|
88
|
|
1.50
|
|
-
|
|
(18)
|
|
106
|
|
106
|
|
Goodwill and
intangible impairment charge (10)
|
|
241
|
|
2.98
|
|
-
|
|
-
|
|
241
|
|
241
|
|
3
|
|
0.05
|
|
-
|
|
-
|
|
3
|
|
3
|
|
Process harmonization
(11)
|
|
21
|
|
0.26
|
|
-
|
|
(5)
|
|
26
|
|
26
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Warranty charge
(12)
|
|
6
|
|
0.07
|
|
-
|
|
(2)
|
|
8
|
|
8
|
|
4
|
|
0.06
|
|
-
|
|
(1)
|
|
5
|
|
5
|
|
Antitrust reserve
change in estimate (13)
|
|
(7)
|
|
(0.09)
|
|
-
|
|
2
|
|
(9)
|
|
(9)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Brazil tax credit
(14)
|
|
(14)
|
|
(0.18)
|
|
-
|
|
8
|
|
(22)
|
|
(22)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Out of period
adjustment (15)
|
|
4
|
|
0.05
|
|
1
|
|
-
|
|
5
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Impairment of assets
held for sale
|
|
6
|
|
0.07
|
|
-
|
|
(2)
|
|
8
|
|
8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Noncontrolling
interests adjustments(16)
|
|
58
|
|
0.71
|
|
(58)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Pension
charges/adjustments (17)
|
|
(1)
|
|
(0.02)
|
|
-
|
|
1
|
|
(2)
|
|
(2)
|
|
2
|
|
0.04
|
|
-
|
|
(1)
|
|
3
|
|
3
|
|
Litigation settlement
accrual
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
0.13
|
|
-
|
|
(2)
|
|
10
|
|
10
|
|
Anti-dumping duty
charge (18)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12
|
|
0.21
|
|
-
|
|
(4)
|
|
16
|
|
16
|
|
Environmental charge
(19)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
0.06
|
|
-
|
|
(1)
|
|
4
|
|
4
|
|
Loss on debt
modification (20)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
0.14
|
|
-
|
|
(2)
|
|
10
|
|
10
|
|
Net tax
adjustments
|
|
(41)
|
|
(0.50)
|
|
-
|
|
(41)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net income,
EPS, NCI, Tax, EBIT, and EBITDA(4)
|
|
$
261
|
|
$
3.22
|
|
$
63
|
|
$
(138)
|
|
$
784
|
|
$
1,442
|
|
$
369
|
|
$
6.28
|
|
$
64
|
|
$
(139)
|
|
$
720
|
|
$
1,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(314)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(322)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
582
|
|
$
363
|
|
$
211
|
|
$
8
|
|
$
1,164
|
|
$
(343)
|
|
$
821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
24
|
|
30
|
|
4
|
|
71
|
|
129
|
|
9
|
|
138
|
|
|
|
|
|
|
|
|
|
|
|
Cost reduction
initiatives (6)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and
separation costs(7)
|
|
-
|
|
-
|
|
1
|
|
-
|
|
1
|
|
126
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
Costs to achieve
synergies (8)
|
|
6
|
|
2
|
|
11
|
|
2
|
|
21
|
|
8
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
Purchase accounting
charges (9)
|
|
-
|
|
12
|
|
41
|
|
4
|
|
57
|
|
-
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and
intangible impairment charge (10)
|
|
-
|
|
18
|
|
154
|
|
69
|
|
241
|
|
-
|
|
241
|
|
|
|
|
|
|
|
|
|
|
|
Process harmonization
(11)
|
|
13
|
|
-
|
|
9
|
|
4
|
|
26
|
|
-
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
Warranty charge
(12)
|
|
-
|
|
-
|
|
8
|
|
-
|
|
8
|
|
-
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Antitrust reserve
change in estimate (13)
|
|
(9)
|
|
-
|
|
-
|
|
-
|
|
(9)
|
|
-
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
Brazil tax credit
(14)
|
|
(9)
|
|
-
|
|
(7)
|
|
(6)
|
|
(22)
|
|
-
|
|
(22)
|
|
|
|
|
|
|
|
|
|
|
|
Out of period
adjustment (15)
|
|
-
|
|
-
|
|
-
|
|
5
|
|
5
|
|
-
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of assets
held for sale
|
|
-
|
|
-
|
|
8
|
|
-
|
|
8
|
|
-
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Pension adjustments
(17)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2)
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(4)
|
|
$
607
|
|
$
425
|
|
$
440
|
|
$
157
|
|
$
1,629
|
|
$
(187)
|
(21)
|
$
1,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(148)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
599
|
|
$
93
|
|
$
161
|
|
$
69
|
|
$
922
|
|
$
(255)
|
|
$
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses(5)
|
|
11
|
|
(2)
|
|
7
|
|
46
|
|
62
|
|
-
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
Cost reduction
initiatives (6)
|
|
-
|
|
-
|
|
-
|
|
10
|
|
10
|
|
8
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and
separation costs(7)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
96
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
Costs to achieve
synergies (8)
|
|
3
|
|
-
|
|
36
|
|
11
|
|
50
|
|
12
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
Purchase accounting
charges (9)
|
|
-
|
|
44
|
|
57
|
|
5
|
|
106
|
|
-
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment
charge (10)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
3
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Warranty charge
(12)
|
|
-
|
|
-
|
|
-
|
|
5
|
|
5
|
|
-
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Pension charges
(17)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
3
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlement
accrual
|
|
-
|
|
-
|
|
-
|
|
9
|
|
9
|
|
1
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dumping duty
charge (18)
|
|
-
|
|
-
|
|
16
|
|
-
|
|
16
|
|
-
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
Environmental charge
(19)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
Loss on debt
modification (20)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(4)
|
|
$
613
|
|
$
135
|
|
$
277
|
|
$
161
|
|
$
1,186
|
|
$
(124)
|
|
$
1,062
|
|
|
|
|
|
|
|
|
|
|
|
(1)U.S.
Generally Accepted Accounting Principles.
|
|
(2)Tenneco
presents the above reconciliation of GAAP to non-GAAP earnings
measures primarily to reflect the results in a manner that allows a
better understanding of the results of operational activities
separate from the financial impact of decisions made for the
long-term benefit of the company and other items impacting
comparability between the periods. Adjustments similar to the
ones reflected above have been recorded in earlier periods, and
similar types of adjustments can reasonably be expected to be
recorded in future periods. Using only the non-GAAP earnings
measures to analyze earnings would have material limitations
because its calculation is based on the subjective determinations
of management regarding the nature and classification of events and
circumstances that investors may find material. Management
compensates for these limitations by utilizing both GAAP and
non-GAAP earnings measures reflected above to understand and
analyze the results of the business. The company believes
investors find the non-GAAP information helpful in understanding
the ongoing performance of operations separate from items that may
have a disproportionate positive or negative impact on the
company's financial results in any particular period.
|
|
(3) EBITDA
including noncontrolling interests represents income before
interest expense, income taxes, noncontrolling interests and
depreciation and amortization. EBITDA including
noncontrolling interests is not a calculation based upon
GAAP. The amounts included in the EBITDA including
noncontrolling interests calculation, however, are derived from
amounts included in the historical statements of income data.
In addition, EBITDA including noncontrolling interests should not
be considered as an alternative to net income attributable to
Tenneco Inc. or operating income as an indicator of the company's
operating performance, or as an alternative to operating cash flows
as a measure of liquidity. Tenneco has presented EBITDA
including noncontrolling interests because it regularly reviews
EBITDA including noncontrolling interests as a measure of the
company's performance. In addition, Tenneco believes its
investors utilize and analyze the company's EBITDA including
noncontrolling interests for similar purposes. Tenneco also
believes EBITDA including noncontrolling interests assists
investors in comparing a company's performance on a consistent
basis without regard to depreciation and amortization, which can
vary significantly depending upon many factors. However, the
EBITDA including noncontrolling interests measure presented may not
always be comparable to similarly titled measures reported by other
companies due to differences in the components of the
calculation.
|
|
(4)
Adjusted results are presented in order to reflect the results in a
manner that allows a better understanding of operational activities
separate from the financial impact of decisions made for the long
term benefit of the company and other items impacting comparability
between periods. Similar adjustments have been recorded in
earlier periods and similar types of adjustments can reasonably be
expected to be recorded in future periods. The company
believes investors find the non-GAAP information helpful in
understanding the ongoing performance of operations separate from
items that may have a disproportionate positive or negative impact
on the company's financial results in any particular
period.
|
|
(5)FY 2019
includes $15 million and FY 2018 includes $3 million of accelerated
depreciation related to plant closures.
|
|
(6)Costs
related to cost reduction initiatives.
|
|
(7)Costs
related to acquisitions and costs related to expected
separation.
|
|
(8)Costs
to achieve synergies related to Federal-Mogul
acquisition.
|
|
(9)This
primarily relates to a non-cash charge to cost of sales for the
amortization of the inventory fair value step-up recorded as part
of the Acquisitions.
|
|
(10)Non-cash asset impairment charge
related to goodwill and intangibles.
|
|
(11)Charge
due to process harmonization.
|
|
(12)Charge
related to warranty. Although Tenneco regularly incurs warranty
costs, this specific charge is of an unusual nature in the period
incurred.
|
|
(13)Reduction in estimated antitrust
accrual.
|
|
(14)Recovery of value-added tax in a
foreign jurisdiction.
|
|
(15)Inventory losses attributable to prior
periods.
|
|
(16)Amount
relates to adjustments made to mark certain redeemable
noncontrolling interests to their redemption values.
|
|
(17)Charges related to pension derisking
and other adjustments.
|
|
(18)Charge
due to retroactive application of anti-dumping duty on a supplier's
products.
|
|
(19)Environmental charge related to an
acquired site whereby an indemnification reverted back to the
Company resulting from a 2009 bankruptcy filing of Mark IV
Industries.
|
|
(20) Loss
on debt modification related to Federal-Mogul
acquisition.
|
|
(21)Corporate costs for each division are
$85 million for New Tenneco and $102 million for DRiV.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE TO NON-GAAP REVENUE
MEASURES(2)
|
Unaudited
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019
|
|
|
|
|
|
|
|
|
|
Currency
|
|
Value-add
|
|
|
|
|
|
|
|
|
|
Impact on
|
|
Revenues
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
Value-add
|
|
excluding
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
1,743
|
|
$
769
|
|
$
974
|
|
$
(11)
|
|
$
985
|
|
Powertrain
|
|
1,018
|
|
-
|
|
1,018
|
|
(12)
|
|
1,030
|
|
Motorparts
|
|
741
|
|
-
|
|
741
|
|
(9)
|
|
750
|
|
Ride
Performance
|
|
641
|
|
-
|
|
641
|
|
(10)
|
|
651
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
4,143
|
|
$
769
|
|
$
3,374
|
|
$
(42)
|
|
$
3,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2018
|
|
|
|
|
|
|
|
|
|
Currency
|
|
Value-add
|
|
|
|
|
|
|
|
|
|
Impact on
|
|
Revenues
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
Value-add
|
|
excluding
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
1,655
|
|
$
631
|
|
$
1,024
|
|
$
-
|
|
$
1,024
|
|
Powertrain
|
|
1,112
|
|
-
|
|
1,112
|
|
-
|
|
1,112
|
|
Motorparts
|
|
827
|
|
-
|
|
827
|
|
-
|
|
827
|
|
Ride
Performance
|
|
684
|
|
-
|
|
684
|
|
-
|
|
684
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
4,278
|
|
$
631
|
|
$
3,647
|
|
$
-
|
|
$
3,647
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from the effects of doing
business in currencies other than the U.S. dollar.
Additionally, substrate sales include precious metals pricing,
which may be volatile. Substrate sales occur when, at the
direction of its OE customers, Tenneco purchases catalytic
converters or components thereof from suppliers, uses them in its
manufacturing processes and sells them as part of the completed
system. While Tenneco original equipment customers assume the risk
of this volatility, it impacts reported revenue. Excluding
substrate sales removes this impact. Tenneco uses this
information to analyze the trend in revenues before these
factors. Tenneco believes investors find this information
useful in understanding period to period comparisons in the
company's revenues.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE TO NON-GAAP REVENUE
MEASURES(2)
|
Unaudited
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2019
|
|
|
|
|
|
|
|
|
|
Currency
|
|
Value-add
|
|
|
|
|
|
|
|
|
|
Impact on
|
|
Revenues
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
Value-add
|
|
excluding
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
7,121
|
|
$
3,027
|
|
$
4,094
|
|
$
(113)
|
|
$
4,207
|
|
Powertrain
|
|
4,408
|
|
-
|
|
4,408
|
|
(12)
|
|
4,420
|
|
Motorparts
|
|
3,167
|
|
-
|
|
3,167
|
|
(42)
|
|
3,209
|
|
Ride
Performance
|
|
2,754
|
|
-
|
|
2,754
|
|
(75)
|
|
2,829
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
17,450
|
|
$
3,027
|
|
$
14,423
|
|
$
(242)
|
|
$
14,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2018
|
|
|
|
|
|
|
|
|
|
Currency
|
|
Value-add
|
|
|
|
|
|
|
|
|
|
Impact on
|
|
Revenues
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
Value-add
|
|
excluding
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
6,707
|
|
$
2,500
|
|
$
4,207
|
|
$
-
|
|
$
4,207
|
|
Powertrain
|
|
1,112
|
|
-
|
|
1,112
|
|
-
|
|
1,112
|
|
Motorparts
|
|
1,780
|
|
-
|
|
1,780
|
|
-
|
|
1,780
|
|
Ride
Performance
|
|
2,164
|
|
-
|
|
2,164
|
|
-
|
|
2,164
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
11,763
|
|
$
2,500
|
|
$
9,263
|
|
$
-
|
|
$
9,263
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from the effects of doing
business in currencies other than the U.S. dollar.
Additionally, substrate sales include precious metals pricing,
which may be volatile. Substrate sales occur when, at the
direction of its OE customers, Tenneco purchases catalytic
converters or components thereof from suppliers, uses them in its
manufacturing processes and sells them as part of the completed
system. While Tenneco original equipment customers assume the risk
of this volatility, it impacts reported revenue. Excluding
substrate sales removes this impact. Tenneco uses this
information to analyze the trend in revenues before these
factors. Tenneco believes investors find this information
useful in understanding period to period comparisons in the
company's revenues.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE TO NON-GAAP REVENUE MEASURES
|
Unaudited
|
(Millions except
percents)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019 vs. Q4 2018 $
Change and % Change Increase (Decrease)
|
|
|
|
|
Revenues
|
|
% Change
|
|
Value-add
Revenues
Excluding
Currency
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
88
|
|
5%
|
|
$
(39)
|
|
(4%)
|
|
Powertrain
|
|
(94)
|
|
(8%)
|
|
(82)
|
|
(7%)
|
|
Motorparts
|
|
(86)
|
|
(10%)
|
|
(77)
|
|
(9%)
|
|
Ride
Performance
|
|
(43)
|
|
(6%)
|
|
(33)
|
|
(5%)
|
Total Tenneco
Inc.
|
|
$
(135)
|
|
(3%)
|
|
$
(231)
|
|
(6%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD Q4 2019 vs. YTD
Q4 2018 $ Change and % Change Increase (Decrease)
|
|
|
|
|
Revenues
|
|
% Change
|
|
Value-add
Revenues
Excluding
Currency
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
$
414
|
|
6%
|
|
$
-
|
|
-%
|
|
Powertrain
|
|
3,296
|
|
296%
|
|
3,308
|
|
297%
|
|
Motorparts
|
|
1,387
|
|
78%
|
|
1,429
|
|
80%
|
|
Ride
Performance
|
|
590
|
|
27%
|
|
665
|
|
31%
|
Total Tenneco
Inc.
|
|
$
5,687
|
|
48%
|
|
$
5,402
|
|
58%
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
ATTACHMENT
2
|
TENNECO
INC.
|
|
RECONCILIATION OF
NON-GAAP MEASURES
|
|
Debt net of total
cash / Adjusted LTM and Pro Forma Adjusted LTM EBITDA including
noncontrolling interests
|
|
Unaudited
|
|
(Millions except
ratios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
|
|
|
|
|
|
|
|
|
$
5,556
|
|
|
|
$
5,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash
equivalents and restricted cash (total cash)
|
|
|
|
|
|
|
|
|
|
|
566
|
|
|
|
702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt net of total
cash balances (1)
|
|
|
|
|
|
|
|
|
|
|
|
$
4,990
|
|
|
|
$
4,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted LTM and Pro
forma Adjusted LTM EBITDA including noncontrolling
interests(2) (3) (5)
|
|
|
|
|
|
|
|
|
|
|
|
$
1,442
|
|
|
|
$
1,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of debt net of
total cash balances and Pro forma ratio of debt net of total cash
balances to Adjusted LTM and Pro forma Adjusted LTM EBITDA
including noncontrolling interests (4) (5)
|
|
|
|
|
|
|
|
|
|
|
3.5x
|
|
|
|
2.9x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 18*
|
|
Q2 18*
|
|
Q3 18*
|
|
Q4 18
|
|
Q1 19
|
|
Q2 19
|
|
Q3 19
|
|
Q4 19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
$
60
|
|
$
47
|
|
$
57
|
|
$
(109)
|
|
$(117)
|
|
$
26
|
|
$
70
|
|
$
(293)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
14
|
|
16
|
|
9
|
|
17
|
|
12
|
|
19
|
|
8
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
74
|
|
63
|
|
66
|
|
(92)
|
|
(105)
|
|
45
|
|
78
|
|
(218)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense)
benefit
|
|
(25)
|
|
(26)
|
|
(22)
|
|
10
|
|
-
|
|
(14)
|
|
9
|
|
(21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(23)
|
|
(22)
|
|
(24)
|
|
(79)
|
|
(81)
|
|
(82)
|
|
(79)
|
|
(80)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
122
|
|
111
|
|
112
|
|
(23)
|
|
(24)
|
|
141
|
|
148
|
|
(117)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
60
|
|
60
|
|
60
|
|
165
|
|
169
|
|
169
|
|
165
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (2)
|
|
$ 182
|
|
$ 171
|
|
$ 172
|
|
$
142
|
|
$ 145
|
|
$
310
|
|
$ 313
|
|
$
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
12
|
|
21
|
|
12
|
|
17
|
|
17
|
|
57
|
|
28
|
|
36
|
Cost reduction
initiatives (6)
|
|
-
|
|
10
|
|
-
|
|
8
|
|
8
|
|
2
|
|
6
|
|
(1)
|
Acquisition and
separation costs(7)
|
|
13
|
|
18
|
|
12
|
|
53
|
|
40
|
|
27
|
|
30
|
|
30
|
Warranty charge
(8)
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7
|
|
1
|
|
-
|
Costs to achieve
synergies(9)
|
|
-
|
|
9
|
|
4
|
|
49
|
|
7
|
|
7
|
|
7
|
|
8
|
Purchase accounting
charges (10)
|
|
-
|
|
-
|
|
-
|
|
106
|
|
41
|
|
3
|
|
11
|
|
2
|
Goodwill and
intangible impairment charge (11)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
60
|
|
-
|
|
9
|
|
172
|
Process harmonization
(12)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9
|
|
1
|
|
-
|
|
16
|
Anti-dumping duty
charge (13)
|
|
-
|
|
-
|
|
-
|
|
16
|
|
-
|
|
-
|
|
-
|
|
-
|
Antitrust reserve
change in estimate (14)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(9)
|
|
-
|
Brazil tax credit
(15)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(22)
|
|
-
|
Out of period
adjustment (16)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
-
|
Impairment of assets
held for sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
-
|
Environmental charge
(17)
|
|
-
|
|
4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Litigation settlement
accrual
|
|
-
|
|
-
|
|
10
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Loss on debt
modification (18)
|
|
-
|
|
-
|
|
-
|
|
10
|
|
-
|
|
-
|
|
-
|
|
-
|
Pension
charges/adjustments (19)
|
|
-
|
|
-
|
|
-
|
|
3
|
|
-
|
|
-
|
|
-
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted EBITDA
including noncontrolling interests (3)
|
$ 212
|
|
$ 233
|
|
$ 210
|
|
$
407
|
|
$ 327
|
|
$
414
|
|
$ 387
|
|
$
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Federal-Mogul
Reconciliation of Non-GAAP earnings measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 18
|
|
Q2 18
|
|
Q3 18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to Federal-Mogul
|
|
$
26
|
|
$
25
|
|
$
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
3
|
|
3
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
29
|
|
28
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense)
benefit
|
|
(15)
|
|
(13)
|
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(48)
|
|
(52)
|
|
(49)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings before
interest expense, income taxes and noncontrolling
interests
|
92
|
|
93
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
100
|
|
96
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (2)
|
|
$ 192
|
|
$ 189
|
|
$ 200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges
and asset impairments, net
|
|
-
|
|
-
|
|
15
|
|
|
|
|
|
|
|
|
|
|
Purchase price
contingency
|
|
5
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Transaction related
costs
|
|
1
|
|
13
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cost to exit a
multiemployer pension plan
|
|
-
|
|
5
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sale
of assets
|
|
-
|
|
-
|
|
(65)
|
|
|
|
|
|
|
|
|
|
|
Charge for
extinguishment of dissenting shareholders shares
|
-
|
|
-
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
2
|
|
2
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted EBITDA
including noncontrolling interests (3)
|
$ 200
|
|
$ 209
|
|
$ 156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 18*
|
|
Q2 18*
|
|
Q3 18*
|
|
Q4 18
|
|
Q1 19
|
|
Q2 19
|
|
Q3 19
|
|
Q4 19
|
Adjusted EBITDA and
Pro forma Adjusted EBITDA including noncontrolling
interests(2) (3) (5)
|
|
$ 412
|
|
$ 442
|
|
$ 366
|
|
$
407
|
|
$ 327
|
|
$
414
|
|
$ 387
|
|
$
314
|
Q4 2018 Pro forma
Adjusted LTM EBITDA including noncontrolling interests(2) (3)
(5)
|
|
|
|
|
|
|
|
$1,627
|
|
|
|
|
|
|
|
|
Q4 2019 Adjusted LTM
EBITDA including noncontrolling interests(2)
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
1,442
|
|
* Financial results
for the first three quarters of 2018 have been revised for certain
immaterial adjustments as discussed in Tenneco's Form 10-K for the
year ended December 31, 2018.
|
|
(1)
Tenneco presents debt net of total cash balances because management
believes it is a useful measure of Tenneco's credit position and
progress toward reducing leverage. The calculation is limited
in that the company may not always be able to use cash to repay
debt on a dollar-for-dollar basis.
|
|
(2) EBITDA
including noncontrolling interests represents income before
interest expense, income taxes, noncontrolling interests and
depreciation and amortization. EBITDA including
noncontrolling interests is not a calculation based upon
GAAP. The amounts included in the EBITDA including
noncontrolling interests calculation, however, are derived from
amounts included in the historical statements of income data.
In addition, EBITDA including noncontrolling interests should not
be considered as an alternative to net income (loss) attributable
to Tenneco Inc. or operating income as an indicator of the
company's operating performance, or as an alternative to operating
cash flows as a measure of liquidity. Tenneco has presented
EBITDA including noncontrolling interests because it regularly
reviews EBITDA including noncontrolling interests as a measure of
the company's performance. In addition, Tenneco believes its
investors utilize and analyze the company's EBITDA including
noncontrolling interests for similar purposes. Tenneco also
believes EBITDA including noncontrolling interests assists
investors in comparing a company's performance on a consistent
basis without regard to depreciation and amortization, which can
vary significantly depending upon many factors. However, the
EBITDA including noncontrolling interests measure presented may not
always be comparable to similarly titled measures reported by other
companies due to differences in the components of the
calculation.
|
|
(3)
Adjusted EBITDA including noncontrolling interests is presented in
order to reflect the results in a manner that allows a better
understanding of operational activities separate from the financial
impact of decisions made for the long term benefit of the company
and other items impacting comparability between the periods.
Similar adjustments to EBITDA including noncontrolling interests
have been recorded in earlier periods, and similar types of
adjustments can reasonably be expected to be recorded in future
periods. The company believes investors find the non-GAAP
information helpful in understanding the ongoing performance of
operations separate from items that may have a disproportionate
positive or negative impact on the company's financial results in
any particular period.
|
|
(4)
Tenneco presents the above reconciliation of the ratio of debt net
of total cash to LTM Adjusted EBITDA including noncontrolling
interests to show trends that investors may find useful in
understanding the company's ability to service its debt. For
purposes of this calculation, Adjusted LTM and Pro Forma adjusted
LTM EBITDA including noncontrolling interests is used as an
indicator of the company's performance and debt net of total cash
is presented as an indicator of the company's credit position and
progress toward reducing the company's financial leverage.
This reconciliation is provided as supplemental information and not
intended to replace the company's existing covenant ratios or any
other financial measures that investors may find useful in
describing the company's financial position. See notes (1), (2) and
(3) for a description of the limitations of using debt net of total
cash, EBITDA including noncontrolling interests and Adjusted EBITDA
including noncontrolling interests.
|
|
(5)
Tenneco is providing Pro Forma Adjusted LTM EBITDA and the ratio of
debt net of cash balances to Pro Forma Adjusted LTM EBITDA to show
the company's Adjusted LTM EBITDA as if Federal-Mogul had been
consolidated with Tenneco for the entirety of 2018 (and the
resultant impact on the net debt ratio). Tenneco believes
this supplemental information is useful to investors who are trying
to understand the results of the entire enterprise, including
Federal-Mogul, for 2018 and 2019 and the ability of the company to
service its debt.
|
|
(6)Costs
related to cost reduction initiatives.
|
|
(7)Costs
related to acquisitions and costs related to expected
separation.
|
|
(8)Charge
related to warranty. Although Tenneco regularly incurs warranty
costs, this specific charge is of an unusual nature in the period
incurred.
|
|
(9)Costs
to achieve synergies related to Federal-Mogul
acquisition.
|
|
(10)This
primarily relates to a non-cash charge to cost of goods sold for
the amortization of the inventory fair value step-up recorded as
part of the Acquisitions.
|
|
(11)Non-cash asset impairment charge
related to goodwill and intangibles.
|
|
(12)Charge
due to process harmonization.
|
|
(13)Charge
due to retroactive application of anti-dumping duty on a supplier's
products.
|
|
(14)Reduction in estimated antitrust
accrual.
|
|
(15)Recovery of value-added tax in a
foreign jurisdiction.
|
|
(16)Inventory losses attributable to prior
periods.
|
|
(17)Environmental charge related to an
acquired site whereby an indemnification reverted back to the
Company resulting from a 2009 bankruptcy filing of Mark IV
Industries.
|
|
(18)Loss
on debt modification.
|
|
(19)Charges related to pension derisking
and other adjustments.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE TO NON-GAAP REVENUE
MEASURES(2)
|
Unaudited
|
(Millions)
|
|
|
|
Q4 2019
|
|
|
|
Revenues
|
|
Currency
|
|
Revenues
Excluding
Currency
|
|
Substrate Sales
Excluding
Currency
|
|
Value-add
Revenues
Excluding
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Original equipment
light vehicle revenues
|
|
$
2,635
|
|
$
3
|
|
$
2,632
|
|
$
663
|
|
$
1,969
|
Original equipment
commercial truck, off-highway, industrial and other
revenues
|
767
|
|
(48)
|
|
815
|
|
118
|
|
697
|
Aftermarket
revenues
|
|
741
|
|
(9)
|
|
750
|
|
-
|
|
750
|
Net sales and
operating revenues
|
|
$
4,143
|
|
$
(54)
|
|
$
4,197
|
|
$
781
|
|
$
3,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2018
|
|
|
|
Revenues
|
|
Currency
|
|
Revenues
Excluding
Currency
|
|
Substrate
Sales
Excluding
Currency
|
|
Value-add
Revenues
Excluding
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Original equipment
light vehicle revenues
|
|
$
2,647
|
|
$
-
|
|
$
2,647
|
|
$
531
|
|
$
2,116
|
Original equipment
commercial truck, off-highway, industrial and other
revenues
|
804
|
|
-
|
|
804
|
|
100
|
|
704
|
Aftermarket
revenues
|
|
827
|
|
-
|
|
827
|
|
-
|
|
827
|
Net sales and
operating revenues
|
|
$
4,278
|
|
$
-
|
|
$
4,278
|
|
$
631
|
|
$
3,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2019
|
|
|
|
Revenues
|
|
Currency
|
|
Revenues
Excluding
Currency
|
|
Substrate Sales
Excluding
Currency
|
|
Value-add
Revenues
Excluding
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Original equipment
light vehicle revenues
|
|
$
11,001
|
|
$
(180)
|
|
$
11,181
|
|
$
2,644
|
|
$
8,537
|
Original equipment
commercial truck, off-highway, industrial and other
revenues
|
3,282
|
|
(88)
|
|
3,370
|
|
451
|
|
2,919
|
Aftermarket
revenues
|
|
3,167
|
|
(42)
|
|
3,209
|
|
-
|
|
3,209
|
Net sales and
operating revenues
|
|
$
17,450
|
|
$
(310)
|
|
$
17,760
|
|
$
3,095
|
|
$
14,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2018
|
|
|
|
Revenues
|
|
Currency
|
|
Revenues
Excluding
Currency
|
|
Substrate Sales
Excluding
Currency
|
|
Value-add
Revenues
Excluding
Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Original equipment
light vehicle revenues
|
|
$
8,104
|
|
$
-
|
|
$
8,104
|
|
$
2,092
|
|
$
6,012
|
Original equipment
commercial truck, off-highway, industrial and other
revenues
|
1,879
|
|
-
|
|
1,879
|
|
408
|
|
1,471
|
Aftermarket
revenues
|
|
1,780
|
|
-
|
|
1,780
|
|
-
|
|
1,780
|
Net sales and
operating revenues
|
|
$
11,763
|
|
$
-
|
|
$
11,763
|
|
$
2,500
|
|
$
9,263
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from the effects of doing
business in currencies other than the U.S. dollar.
Additionally, substrate sales include precious metals pricing,
which may be volatile. Substrate sales occur when, at the
direction of its OE customers, Tenneco purchases catalytic
converters or components thereof from suppliers, uses them in its
manufacturing processes and sells them as part of the completed
system. While Tenneco original equipment customers assume the risk
of this volatility, it impacts reported revenue. Excluding
substrate sales removes this impact. Tenneco uses this
information to analyze the trend in revenues before these
factors. Tenneco believes investors find this information
useful in understanding period to period comparisons in the
company's revenues.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE AND EARNINGS TO NON-GAAP REVENUE AND
EARNINGS MEASURES(2)
|
Unaudited
|
(Millions except
percents)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2019
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
Net sales and
operating revenues
|
|
$
1,743
|
|
$
1,018
|
|
$
741
|
|
$
641
|
|
$
4,143
|
|
$
-
|
|
$
4,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Substrate
sales
|
|
769
|
|
-
|
|
-
|
|
-
|
|
769
|
|
-
|
|
769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value-add
revenues
|
|
$
974
|
|
$
1,018
|
|
$
741
|
|
$
641
|
|
$
3,374
|
|
$
-
|
|
$
3,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
130
|
|
$
60
|
|
$
(57)
|
|
$
7
|
|
$
140
|
|
$
(87)
|
|
$
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
7.5%
|
|
5.9%
|
|
-7.7%
|
|
1.1%
|
|
3.4%
|
|
|
|
1.3%
|
|
|
EBITDA as a %
of value-add revenue
|
|
13.3%
|
|
5.9%
|
|
-7.7%
|
|
1.1%
|
|
4.1%
|
|
|
|
1.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
142
|
|
$
82
|
|
$
103
|
|
$
34
|
|
$
361
|
|
$
(47)
|
|
$
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
8.1%
|
|
8.1%
|
|
13.9%
|
|
5.3%
|
|
8.7%
|
|
|
|
7.6%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.6%
|
|
8.1%
|
|
13.9%
|
|
5.3%
|
|
10.7%
|
|
|
|
9.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2018
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
Net sales and
operating revenues
|
|
$
1,655
|
|
$
1,112
|
|
$
827
|
|
$
684
|
|
$
4,278
|
|
$
-
|
|
$
4,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Substrate
sales
|
|
631
|
|
-
|
|
-
|
|
-
|
|
631
|
|
-
|
|
631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value-add
revenues
|
|
$
1,024
|
|
$
1,112
|
|
$
827
|
|
$
684
|
|
$
3,647
|
|
$
-
|
|
$
3,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
156
|
|
$
93
|
|
$
8
|
|
$
11
|
|
$
268
|
|
$
(126)
|
|
$
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
9.4%
|
|
8.4%
|
|
1.0%
|
|
1.6%
|
|
6.3%
|
|
|
|
3.3%
|
|
|
EBITDA as a %
of value-add revenue
|
|
15.2%
|
|
8.4%
|
|
1.0%
|
|
1.6%
|
|
7.3%
|
|
|
|
3.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
151
|
|
$
135
|
|
$
118
|
|
$
51
|
|
$
455
|
|
$
(48)
|
|
$
407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
9.1%
|
|
12.1%
|
|
14.3%
|
|
7.5%
|
|
10.6%
|
|
|
|
9.5%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.7%
|
|
12.1%
|
|
14.3%
|
|
7.5%
|
|
12.5%
|
|
|
|
11.2%
|
|
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect EBITDA and adjusted EBITDA as a percent of both total
revenues and value-add revenues. Substrate sales include
precious metals pricing, which may be volatile. Substrate
sales occur when, at the direction of its OE customers, Tenneco
purchases catalytic converters or components thereof from
suppliers, uses them in its manufacturing processes and sells them
as part of the completed system. While Tenneco original equipment
customers assume the risk of this volatility, it impacts reported
revenue. Excluding substrate sales removes this impact.
Further, presenting EBITDA and adjusted EBITDA as a percent of
value-add revenue assists investors in evaluating the company's
operational performance without the impact of such substrate
sales. See prior pages for a discussion of EBITDA and
adjusted EBITDA.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP (1)REVENUE AND EARNINGS TO NON-GAAP REVENUE AND
EARNINGS MEASURES(2)
|
Unaudited
|
(Millions except
percents)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2019
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
Net sales and
operating revenues
|
|
$
7,121
|
|
$
4,408
|
|
$
3,167
|
|
$
2,754
|
|
$17,450
|
|
$
-
|
|
$17,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Substrate
sales
|
|
3,027
|
|
-
|
|
-
|
|
-
|
|
3,027
|
|
-
|
|
3,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value-add
revenues
|
|
$
4,094
|
|
$
4,408
|
|
$
3,167
|
|
$
2,754
|
|
$14,423
|
|
$
-
|
|
$14,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
582
|
|
$
363
|
|
$
211
|
|
$
8
|
|
$
1,164
|
|
$
(343)
|
|
$
821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
8.2%
|
|
8.2%
|
|
6.7%
|
|
0.3%
|
|
6.7%
|
|
|
|
4.7%
|
|
|
EBITDA as a %
of value-add revenue
|
|
14.2%
|
|
8.2%
|
|
6.7%
|
|
0.3%
|
|
8.1%
|
|
|
|
5.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
607
|
|
$
425
|
|
$
440
|
|
$
157
|
|
$
1,629
|
|
$
(187)
|
|
$
1,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
8.5%
|
|
9.6%
|
|
13.9%
|
|
5.7%
|
|
9.3%
|
|
|
|
8.3%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.8%
|
|
9.6%
|
|
13.9%
|
|
5.7%
|
|
11.3%
|
|
|
|
10.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD 2018
|
|
|
|
|
|
|
|
Global
Segments
|
|
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Motorparts
|
|
Ride
Performance
|
|
Total
|
|
Corporate
|
|
Total
|
|
|
Net sales and
operating revenues
|
|
$
6,707
|
|
$
1,112
|
|
$
1,780
|
|
$
2,164
|
|
$11,763
|
|
$
-
|
|
$11,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Substrate
sales
|
|
2,500
|
|
-
|
|
-
|
|
-
|
|
2,500
|
|
-
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value-add
revenues
|
|
$
4,207
|
|
$
1,112
|
|
$
1,780
|
|
$
2,164
|
|
$
9,263
|
|
$
-
|
|
$
9,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
599
|
|
$
93
|
|
$
161
|
|
$
69
|
|
$
922
|
|
$
(255)
|
|
$
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
8.9%
|
|
8.4%
|
|
9.0%
|
|
3.2%
|
|
7.8%
|
|
|
|
5.7%
|
|
|
EBITDA as a %
of value-add revenue
|
|
14.2%
|
|
8.4%
|
|
9.0%
|
|
3.2%
|
|
10.0%
|
|
|
|
7.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
613
|
|
$
135
|
|
$
277
|
|
$
161
|
|
$
1,186
|
|
$
(124)
|
|
$
1,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
9.1%
|
|
12.1%
|
|
15.6%
|
|
7.4%
|
|
10.1%
|
|
|
|
9.0%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.6%
|
|
12.1%
|
|
15.6%
|
|
7.4%
|
|
12.8%
|
|
|
|
11.5%
|
|
|
|
(1) U.S.
Generally Accepted Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect EBITDA and adjusted EBITDA as a percent of both total
revenues and value-add revenues. Substrate sales include
precious metals pricing, which may be volatile. Substrate
sales occur when, at the direction of its OE customers, Tenneco
purchases catalytic converters or components thereof from
suppliers, uses them in its manufacturing processes and sells them
as part of the completed system. While Tenneco original equipment
customers assume the risk of this volatility, it impacts reported
revenue. Excluding substrate sales removes this impact.
Further, presenting EBITDA and adjusted EBITDA as a percent of
value-add revenue assists investors in evaluating the company's
operational performance without the impact of such substrate
sales. See prior pages for a discussion of EBITDA and
adjusted EBITDA.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP(1)REVENUE TO NON-GAAP REVENUE
MEASURES(2)- Original equipment commercial truck,
off-highway, industrial and other revenues
|
Unaudited
|
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
YTD
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Clean Air
|
|
$
319
|
|
$
115
|
|
$
204
|
|
$
300
|
|
$
110
|
|
$
190
|
|
$
271
|
|
$
99
|
|
$
172
|
|
$
277
|
|
$
115
|
|
$
162
|
|
$
1,167
|
|
$
439
|
|
$
728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powertrain
|
|
426
|
|
-
|
|
426
|
|
401
|
|
-
|
|
401
|
|
385
|
|
-
|
|
385
|
|
379
|
|
-
|
|
379
|
|
1,591
|
|
-
|
|
1,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ride
Performance
|
|
150
|
|
-
|
|
150
|
|
136
|
|
-
|
|
136
|
|
127
|
|
-
|
|
127
|
|
111
|
|
-
|
|
111
|
|
524
|
|
-
|
|
524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
895
|
|
$
115
|
|
$
780
|
|
$
837
|
|
$
110
|
|
$
727
|
|
$
783
|
|
$
99
|
|
$
684
|
|
$
767
|
|
$
115
|
|
$
652
|
|
$
3,282
|
|
$
439
|
|
$
2,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
YTD
|
|
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Substrate
|
|
Value-add
|
|
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Revenues
|
|
Sales
|
|
Revenues
|
|
Clean Air
|
|
$
307
|
|
$
109
|
|
$
198
|
|
$
290
|
|
$
101
|
|
$
189
|
|
$
273
|
|
$
98
|
|
$
175
|
|
$
273
|
|
$
100
|
|
$
173
|
|
$
1,143
|
|
$
408
|
|
$
735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powertrain
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
420
|
|
-
|
|
420
|
|
420
|
|
-
|
|
420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ride
Performance
|
|
69
|
|
-
|
|
69
|
|
69
|
|
-
|
|
69
|
|
67
|
|
-
|
|
67
|
|
111
|
|
-
|
|
111
|
|
316
|
|
-
|
|
316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tenneco
Inc.
|
|
$
376
|
|
$
109
|
|
$
267
|
|
$
359
|
|
$
101
|
|
$
258
|
|
$
340
|
|
$
98
|
|
$
242
|
|
$
804
|
|
$
100
|
|
$
704
|
|
$
1,879
|
|
$
408
|
|
$
1,471
|
|
(1) U.S. Generally Accepted
Accounting Principles.
|
|
(2)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from substrate sales which
include precious metals pricing, which may be volatile.
Substrate sales occur when, at the direction of its OE customers,
Tenneco purchases catalytic converters or components thereof from
suppliers, uses them in its manufacturing processes and sells them
as part of the completed system. While Tenneco original equipment
customers assume the risk of this volatility, it impacts reported
revenue. Excluding substrate sales removes this impact.
Tenneco uses this information to analyze the trend in revenues
before these factors. Tenneco believes investors find this
information useful in understanding period to period comparisons in
the company's revenues.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP(1) REVENUE TO PRO FORMA(2) REVENUE AND
NON-GAAP EARNINGS MEASURES - 2018 Quarterly
|
Unaudited
|
(Millions except
percents)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate -
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate -
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
1,756
|
|
$
1,260
|
|
$
-
|
|
$
3,016
|
|
$
903
|
|
$
761
|
|
$
-
|
|
$
1,664
|
|
$
-
|
|
$
4,680
|
Less: Substrate
sales
|
|
652
|
|
-
|
|
-
|
|
652
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
652
|
Value-add revenues
(3)
|
|
1,104
|
|
1,260
|
|
-
|
|
2,364
|
|
903
|
|
761
|
|
-
|
|
1,664
|
|
-
|
|
4,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
119
|
|
60
|
|
-
|
|
179
|
|
96
|
|
(18)
|
|
-
|
|
78
|
|
(51)
|
|
206
|
Depreciation and
amortization
|
|
37
|
|
61
|
|
-
|
|
98
|
|
24
|
|
38
|
|
-
|
|
62
|
|
-
|
|
160
|
Total EBITDA
including noncontrolling interests(4)
|
|
156
|
|
121
|
|
-
|
|
277
|
|
120
|
|
20
|
|
-
|
|
140
|
|
(51)
|
|
366
|
Financing charges on
sale of receivables reclass
|
|
1
|
|
1
|
|
1
|
|
3
|
|
5
|
|
-
|
|
-
|
|
5
|
|
-
|
|
8
|
Segment change
impact
|
|
2
|
|
12
|
|
(16)
|
|
(2)
|
|
(19)
|
|
17
|
|
(32)
|
|
(34)
|
|
36
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
159
|
|
134
|
|
(15)
|
|
278
|
|
106
|
|
37
|
|
(32)
|
|
111
|
|
(15)
|
|
374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
1
|
|
-
|
|
-
|
|
1
|
|
2
|
|
7
|
|
-
|
|
9
|
|
-
|
|
10
|
|
Cost reduction
initiatives
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2
|
|
-
|
|
2
|
|
-
|
|
2
|
|
Acquisition and
separation costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
13
|
|
13
|
|
Warranty
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
5
|
|
Purchase price
contingency
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
Transaction related
costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1
|
|
1
|
|
Other
|
|
-
|
|
1
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
160
|
|
$
140
|
|
$
(15)
|
|
$
285
|
|
$
108
|
|
$
51
|
|
$
(32)
|
|
$
127
|
|
$
-
|
|
$
412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
14.5%
|
|
11.1%
|
|
|
|
12.1%
|
|
12.0%
|
|
6.7%
|
|
|
|
7.6%
|
|
|
|
10.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate -
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate -
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
1,694
|
|
$
1,243
|
|
$
-
|
|
$
2,937
|
|
$
930
|
|
$
753
|
|
$
-
|
|
$
1,683
|
|
$
-
|
|
$
4,620
|
Less: Substrate
sales
|
|
621
|
|
-
|
|
-
|
|
621
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
621
|
Value-add revenues
(3)
|
|
1,073
|
|
1,243
|
|
-
|
|
2,316
|
|
930
|
|
753
|
|
-
|
|
1,683
|
|
-
|
|
3,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
103
|
|
70
|
|
-
|
|
173
|
|
109
|
|
(19)
|
|
-
|
|
90
|
|
(65)
|
|
198
|
Depreciation and
amortization
|
|
39
|
|
61
|
|
-
|
|
100
|
|
21
|
|
34
|
|
-
|
|
55
|
|
1
|
|
156
|
Total EBITDA
including noncontrolling interests(4)
|
|
142
|
|
131
|
|
-
|
|
273
|
|
130
|
|
15
|
|
-
|
|
145
|
|
(64)
|
|
354
|
Financing charges on
sale of receivables reclass
|
|
-
|
|
-
|
|
1
|
|
1
|
|
5
|
|
-
|
|
-
|
|
5
|
|
-
|
|
6
|
Segment change
impact
|
|
3
|
|
13
|
|
(16)
|
|
-
|
|
(17)
|
|
14
|
|
(24)
|
|
(27)
|
|
27
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
145
|
|
144
|
|
(15)
|
|
274
|
|
118
|
|
29
|
|
(24)
|
|
123
|
|
(37)
|
|
360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
11
|
|
1
|
|
-
|
|
12
|
|
1
|
|
10
|
|
-
|
|
11
|
|
-
|
|
23
|
|
Cost reduction
initiatives
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
-
|
|
8
|
|
-
|
|
8
|
|
Acquisition and
separation costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
18
|
|
18
|
|
Costs to achieve
synergies
|
|
6
|
|
-
|
|
-
|
|
6
|
|
1
|
|
-
|
|
-
|
|
1
|
|
2
|
|
9
|
|
Environmental
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4
|
|
4
|
|
Transaction related
costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
13
|
|
13
|
|
Cost to exit a
multiemployer pension plan
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
Other
|
|
-
|
|
(2)
|
|
-
|
|
(2)
|
|
5
|
|
(1)
|
|
-
|
|
4
|
|
-
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
162
|
|
$
148
|
|
$
(15)
|
|
$
295
|
|
$
125
|
|
$
46
|
|
$
(24)
|
|
$
147
|
|
$
-
|
|
$
442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
15.1%
|
|
11.9%
|
|
|
|
12.7%
|
|
13.4%
|
|
6.1%
|
|
|
|
8.7%
|
|
|
|
11.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate -
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate -
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
1,602
|
|
$
1,122
|
|
$
-
|
|
$
2,724
|
|
$
867
|
|
$
690
|
|
$
-
|
|
$
1,557
|
|
$
-
|
|
$
4,281
|
Less: Substrate
sales
|
|
596
|
|
-
|
|
-
|
|
596
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
596
|
Value-add revenues
(3)
|
|
1,006
|
|
1,122
|
|
-
|
|
2,128
|
|
867
|
|
690
|
|
-
|
|
1,557
|
|
-
|
|
3,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
105
|
|
21
|
|
-
|
|
126
|
|
102
|
|
28
|
|
-
|
|
130
|
|
(51)
|
|
205
|
Depreciation and
amortization
|
|
38
|
|
62
|
|
-
|
|
100
|
|
22
|
|
35
|
|
-
|
|
57
|
|
2
|
|
159
|
Total EBITDA
including noncontrolling interests(4)
|
|
143
|
|
83
|
|
-
|
|
226
|
|
124
|
|
63
|
|
-
|
|
187
|
|
(49)
|
|
364
|
Financing charges on
sale of receivables reclass
|
|
1
|
|
1
|
|
1
|
|
3
|
|
5
|
|
-
|
|
-
|
|
5
|
|
-
|
|
8
|
Segment change
impact
|
|
4
|
|
13
|
|
(18)
|
|
(1)
|
|
(16)
|
|
16
|
|
(28)
|
|
(28)
|
|
29
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
148
|
|
97
|
|
(17)
|
|
228
|
|
113
|
|
79
|
|
(28)
|
|
164
|
|
(20)
|
|
372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
1
|
|
8
|
|
-
|
|
9
|
|
8
|
|
10
|
|
-
|
|
18
|
|
-
|
|
27
|
|
Acquisition and
separation costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12
|
|
12
|
|
Costs to achieve
synergies
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
1
|
|
3
|
|
4
|
|
Litigation settlement
accrual
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9
|
|
-
|
|
9
|
|
1
|
|
10
|
|
Gain (loss) on sale
of assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(65)
|
|
-
|
|
(65)
|
|
-
|
|
(65)
|
|
Charge for
extinguishment of dissenting shareholders shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
5
|
|
Other
|
|
-
|
|
4
|
|
-
|
|
4
|
|
(3)
|
|
1
|
|
-
|
|
(2)
|
|
(1)
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
149
|
|
$
109
|
|
$
(17)
|
|
$
241
|
|
$
118
|
|
$
35
|
|
$
(28)
|
|
$
125
|
|
$
-
|
|
$
366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
14.8%
|
|
9.7%
|
|
|
|
11.3%
|
|
13.6%
|
|
5.1%
|
|
|
|
8.0%
|
|
|
|
9.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate
-
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate
-
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
1,655
|
|
$
1,112
|
|
$
-
|
|
$
2,767
|
|
$
827
|
|
$
684
|
|
$
-
|
|
$
1,511
|
|
$
-
|
|
$
4,278
|
Less: Substrate
sales
|
|
631
|
|
-
|
|
-
|
|
631
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
631
|
Value-add revenues
(3)
|
|
1,024
|
|
1,112
|
|
-
|
|
2,136
|
|
827
|
|
684
|
|
-
|
|
1,511
|
|
-
|
|
3,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
116
|
|
33
|
|
-
|
|
149
|
|
(31)
|
|
(47)
|
|
-
|
|
(78)
|
|
(102)
|
|
(31)
|
Depreciation and
amortization
|
|
40
|
|
59
|
|
-
|
|
99
|
|
29
|
|
37
|
|
-
|
|
66
|
|
-
|
|
165
|
Total EBITDA
including noncontrolling interests(4)
|
|
156
|
|
92
|
|
-
|
|
248
|
|
(2)
|
|
(10)
|
|
-
|
|
(12)
|
|
(102)
|
|
134
|
Financing charges on
sale of receivables reclass
|
|
-
|
|
-
|
|
1
|
|
1
|
|
6
|
|
1
|
|
-
|
|
7
|
|
-
|
|
8
|
Segment change
impact
|
|
3
|
|
1
|
|
(4)
|
|
-
|
|
(17)
|
|
12
|
|
(19)
|
|
(24)
|
|
24
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
159
|
|
93
|
|
(3)
|
|
249
|
|
(13)
|
|
3
|
|
(19)
|
|
(29)
|
|
(78)
|
|
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
(2)
|
|
(2)
|
|
-
|
|
(4)
|
|
2
|
|
19
|
|
-
|
|
21
|
|
-
|
|
17
|
|
Cost reduction
initiatives
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
8
|
|
Acquisition and
separation costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
53
|
|
53
|
|
Costs to achieve
synergies
|
|
(3)
|
|
-
|
|
-
|
|
(3)
|
|
35
|
|
10
|
|
-
|
|
45
|
|
7
|
|
49
|
|
Purchase accounting
adjustments
|
|
-
|
|
44
|
|
-
|
|
44
|
|
57
|
|
5
|
|
-
|
|
62
|
|
-
|
|
106
|
|
Anti-dumping duty
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16
|
|
-
|
|
-
|
|
16
|
|
-
|
|
16
|
|
Loss on debt
modification
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10
|
|
10
|
|
Pension
charges
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
-
|
|
3
|
|
-
|
|
3
|
|
Goodwill impairment
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
-
|
|
3
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
154
|
|
$
135
|
|
$
(3)
|
|
$
286
|
|
$
97
|
|
$
43
|
|
$
(19)
|
|
$
121
|
|
$
-
|
|
$
407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
15.0%
|
|
12.1%
|
|
|
|
13.4%
|
|
11.7%
|
|
6.3%
|
|
|
|
8.0%
|
|
|
|
11.2%
|
|
(1) U.S. Generally Accepted
Accounting Principles.
|
|
(2) Tenneco presents pro forma
revenues and earnings measures to show what the company's
performance would have been had Federal-Mogul been consolidated
with Tenneco for each quarter of 2018. We believe this
supplemental information is useful to investors who are trying to
understand the results of the entire enterprise, including
Federal-Mogul. The Motorparts segment reflects the
company's historical Aftermarket segment plus the Motorparts
aftermarket business acquired in the Federal-Mogul
acquisition. The Ride Performance segment reflects the
company's historical Ride Performance segment plus the Motorparts
OE business acquired in the Federal-Mogul acquisition.
|
|
(3)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from substrate sales.
Substrate sales include precious metals pricing, which may be
volatile. Substrate sales occur when, at the direction of its
OE customers, Tenneco purchases catalytic converters or components
thereof from suppliers, uses them in its manufacturing processes
and sells them as part of the completed system. While Tenneco
original equipment customers assume the risk of this volatility, it
impacts reported revenue. Excluding substrate sales removes
this impact. Tenneco uses this information to analyze the
trend in revenues before these factors. Tenneco believes
investors find this information useful in understanding period to
period comparisons in the company's revenues.
|
|
(4)
EBITDA including noncontrolling interests represents income
before interest expense, income taxes, noncontrolling interests and
depreciation and amortization. We have also presented
EBITDA including noncontrolling interests to give effect to the
reclassification of financing charges on sale of receivables that
took place in the first quarter 2019 and to give effective to the
impact of the segment changes that occurred in the first quarter of
2019. EBITDA including noncontrolling interests is not a
calculation based upon GAAP. The amounts included in the
EBITDA including noncontrolling interests calculation, however, are
derived from amounts included in the historical statements of
income data. In addition, EBITDA including noncontrolling
interests should not be considered as an alternative to net income
(loss) attributable to Tenneco Inc. or operating income as an
indicator of the company's operating performance, or as an
alternative to operating cash flows as a measure of
liquidity. Tenneco has presented EBITDA including
noncontrolling interests because it regularly reviews EBITDA
including noncontrolling interests as a measure of the company's
performance. In addition, Tenneco believes its investors
utilize and analyze the company's EBITDA including noncontrolling
interests for similar purposes. Tenneco also believes EBITDA
including noncontrolling interests assists investors in comparing a
company's performance on a consistent basis without regard to
depreciation and amortization, which can vary significantly
depending upon many factors. However, the EBITDA including
noncontrolling interests measure presented may not always be
comparable to similarly titled measures reported by other companies
due to differences in the components of the
calculation.
|
|
(5)"Adjusted EBITDA" is EBITDA including
noncontrolling interests (after giving effect to the
reclassification and segment change described above) and is
presented in order to reflect the results in a manner that allows a
better understanding of operational activities separate from the
financial impact of decisions made for the long term benefit of the
company and other items impacting comparability between the
periods. Similar adjustments to EBITDA including
noncontrolling interests have been recorded in earlier periods, and
similar types of adjustments can reasonably be expected to be
recorded in future periods. The company believes investors find the
non-GAAP information helpful in understanding the ongoing
performance of operations separate from items that may have a
disproportionate positive or negative impact on the company's
financial results in any particular period.
|
|
(6)
Tenneco presents the above reconciliation in order to reflect
Adjusted EBITDA as a percent of both value-add revenues.
Presenting Adjusted EBITDA as a percent of value-add revenue
assists investors in evaluating the company's operational
performance without the impact of substrate sales, which can be
volatile.
|
ATTACHMENT
2
|
TENNECO
INC.
|
RECONCILIATION OF
GAAP(1) REVENUE TO PRO FORMA(2) REVENUE AND
NON-GAAP EARNINGS MEASURES - 2018 and 2017 Annual
|
Unaudited
|
(Millions except
percents)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate
-
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate
-
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
6,707
|
|
$
4,737
|
|
$
-
|
|
$
11,444
|
|
$
3,527
|
|
$
2,888
|
|
$
-
|
|
$
6,415
|
|
$
-
|
|
$
17,859
|
Less: Substrate
sales
|
|
2,500
|
|
-
|
|
-
|
|
2,500
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,500
|
Value-add revenues
(3)
|
|
4,207
|
|
4,737
|
|
-
|
|
8,944
|
|
3,527
|
|
2,888
|
|
-
|
|
6,415
|
|
-
|
|
15,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
443
|
|
184
|
|
-
|
|
627
|
|
276
|
|
(56)
|
|
-
|
|
220
|
|
(269)
|
|
578
|
Depreciation and
amortization
|
|
154
|
|
243
|
|
-
|
|
397
|
|
96
|
|
144
|
|
-
|
|
240
|
|
3
|
|
640
|
Total EBITDA
including noncontrolling interests(4)
|
|
597
|
|
427
|
|
-
|
|
1,024
|
|
372
|
|
88
|
|
-
|
|
460
|
|
(266)
|
|
1,218
|
Financing charges on
sale of receivables reclass
|
|
2
|
|
2
|
|
4
|
|
8
|
|
21
|
|
1
|
|
-
|
|
22
|
|
-
|
|
30
|
Segment change
impact
|
|
12
|
|
39
|
|
(54)
|
|
(3)
|
|
(69)
|
|
59
|
|
(103)
|
|
(113)
|
|
116
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
611
|
|
468
|
|
(50)
|
|
1,029
|
|
324
|
|
148
|
|
(103)
|
|
369
|
|
(150)
|
|
1,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
11
|
|
7
|
|
-
|
|
18
|
|
13
|
|
46
|
|
-
|
|
59
|
|
-
|
|
77
|
|
Cost reduction
initiatives
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10
|
|
-
|
|
10
|
|
8
|
|
18
|
|
Acquisition and
separation costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
96
|
|
96
|
|
Costs to achieve
synergies
|
|
3
|
|
-
|
|
-
|
|
3
|
|
36
|
|
11
|
|
-
|
|
47
|
|
12
|
|
62
|
|
Purchase accounting
adjustments
|
|
-
|
|
44
|
|
-
|
|
44
|
|
57
|
|
5
|
|
-
|
|
62
|
|
-
|
|
106
|
|
Anti-dumping duty
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16
|
|
-
|
|
-
|
|
16
|
|
-
|
|
16
|
|
Environmental
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4
|
|
4
|
|
Warranty
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
5
|
|
Litigation settlement
accrual
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
9
|
|
-
|
|
9
|
|
1
|
|
10
|
|
Loss on debt
modification
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10
|
|
10
|
|
Pension
charges
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
-
|
|
3
|
|
-
|
|
3
|
|
Goodwill impairment
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
-
|
|
3
|
|
-
|
|
3
|
|
Purchase price
contingency
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
Transaction related
costs
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
14
|
|
14
|
|
Cost to exit a
multiemployer pension plan
|
|
-
|
|
5
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
Gain (loss) on sale
of assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(65)
|
|
-
|
|
(65)
|
|
-
|
|
(65)
|
|
Charge for
extinguishment of dissenting shareholders shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
5
|
|
Other
|
|
-
|
|
3
|
|
-
|
|
3
|
|
2
|
|
-
|
|
-
|
|
2
|
|
-
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
625
|
|
$
532
|
|
$
(50)
|
|
$
1,107
|
|
$
448
|
|
$
175
|
|
$
(103)
|
|
$
520
|
|
$
-
|
|
$
1,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
14.9%
|
|
11.2%
|
|
|
|
12.4%
|
|
12.7%
|
|
6.1%
|
|
|
|
8.1%
|
|
|
|
10.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma New
Tenneco
|
|
Pro forma
DRiV
|
|
|
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Corporate
-
New
Tenneco
|
|
New
Tenneco
|
|
Motorparts
|
|
Ride
Performance
|
|
Corporate
-
DRiV
|
|
DRiV
|
|
Other/Elim
|
|
Total Pro
forma
Tenneco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales and
operating revenues
|
|
$
6,216
|
|
$
4,573
|
|
$
-
|
|
$
10,789
|
|
$
3,678
|
|
$
2,686
|
|
$
-
|
|
$
6,364
|
|
$
-
|
|
$
17,153
|
Less: Substrate
sales
|
|
2,187
|
|
-
|
|
-
|
|
2,187
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,187
|
Value-add revenues
(3)
|
|
4,029
|
|
4,573
|
|
-
|
|
8,602
|
|
3,678
|
|
2,686
|
|
-
|
|
6,364
|
|
-
|
|
14,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
420
|
|
234
|
|
-
|
|
654
|
|
394
|
|
(42)
|
|
-
|
|
352
|
|
(272)
|
|
734
|
Depreciation and
amortization
|
|
142
|
|
254
|
|
-
|
|
396
|
|
92
|
|
132
|
|
-
|
|
224
|
|
4
|
|
624
|
Total EBITDA
including noncontrolling interests(4)
|
|
562
|
|
488
|
|
-
|
|
1,050
|
|
486
|
|
90
|
|
-
|
|
576
|
|
(268)
|
|
1,358
|
Financing charges on
sale of receivables reclass
|
|
2
|
|
2
|
|
-
|
|
4
|
|
16
|
|
1
|
|
-
|
|
17
|
|
-
|
|
21
|
Segment change
impact
|
|
7
|
|
54
|
|
(71)
|
|
(10)
|
|
(67)
|
|
75
|
|
(114)
|
|
(106)
|
|
116
|
|
-
|
Total EBITDA
including noncontrolling interests after reclass and segment
change(4)
|
|
571
|
|
544
|
|
(71)
|
|
1,044
|
|
435
|
|
166
|
|
(114)
|
|
487
|
|
(152)
|
|
1,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and
related expenses
|
|
23
|
|
16
|
|
-
|
|
39
|
|
21
|
|
23
|
|
-
|
|
44
|
|
1
|
|
84
|
|
Cost reduction
initiatives
|
|
4
|
|
-
|
|
-
|
|
4
|
|
3
|
|
12
|
|
-
|
|
15
|
|
3
|
|
22
|
|
Loss on debt
modification
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5
|
|
5
|
|
Pension charges /
Stock vesting
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
13
|
|
13
|
|
Goodwill impairment
charge
|
|
-
|
|
11
|
|
-
|
|
11
|
|
4
|
|
7
|
|
-
|
|
11
|
|
-
|
|
22
|
|
Antitrust settlement
accrual
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
132
|
|
132
|
|
Warranty
settlement
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7
|
|
-
|
|
7
|
|
-
|
|
7
|
|
Gain on sale of
unconsolidated JV
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(5)
|
|
(5)
|
|
Gain from termination
of customer contract
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6)
|
|
-
|
|
(6)
|
|
-
|
|
(6)
|
|
Warranty
release
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4)
|
|
-
|
|
-
|
|
(4)
|
|
-
|
|
(4)
|
|
Release of deferred
purchase price payment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3)
|
|
-
|
|
(3)
|
|
-
|
|
(3)
|
|
EBITDA contribution
of pending asset sales
|
|
-
|
|
(2)
|
|
-
|
|
(2)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2)
|
|
Transaction related
costs
|
|
-
|
|
3
|
|
-
|
|
3
|
|
1
|
|
-
|
|
-
|
|
1
|
|
3
|
|
7
|
|
Gain (loss) on sale
of business
|
|
-
|
|
(3)
|
|
-
|
|
(3)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3)
|
|
Gain (loss) on sale
of nonconsolidated affiliates
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
2
|
|
-
|
|
2
|
|
Gain (loss) on sale
of assets
|
|
-
|
|
(6)
|
|
-
|
|
(6)
|
|
-
|
|
(1)
|
|
-
|
|
(1)
|
|
-
|
|
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(5)
|
|
$
598
|
|
$
563
|
|
$
(71)
|
|
$
1,090
|
|
$
462
|
|
$
205
|
|
$
(114)
|
|
$
553
|
|
$
-
|
|
$
1,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a
percent of value-add revenue(6)
|
|
14.8%
|
|
12.3%
|
|
|
|
12.7%
|
|
12.6%
|
|
7.6%
|
|
|
|
8.7%
|
|
|
|
11.0%
|
|
(1) U.S. Generally Accepted
Accounting Principles.
|
|
(2) Tenneco presents pro forma
revenues and earnings measures to show what the company's
performance would have been had Federal-Mogul been consolidated
with Tenneco for the entirety of 2017 and 2018. We believe
this supplemental information is useful to investors who are trying
to understand the results of the entire enterprise, including
Federal-Mogul. The Motorparts segment reflects the
company's historical Aftermarket segment plus the Motorparts
aftermarket business acquired in the Federal-Mogul
acquisition. The Ride Performance segment reflects the
company's historical Ride Performance segment plus the Motorparts
OE business acquired in the Federal-Mogul acquisition.
|
|
(3)
Tenneco presents the above reconciliation of revenues in order to
reflect value-add revenues separately from substrate sales.
Substrate sales include precious metals pricing, which may be
volatile. Substrate sales occur when, at the direction of its
OE customers, Tenneco purchases catalytic converters or components
thereof from suppliers, uses them in its manufacturing processes
and sells them as part of the completed system. While Tenneco
original equipment customers assume the risk of this volatility, it
impacts reported revenue. Excluding substrate sales removes
this impact. Tenneco uses this information to analyze the
trend in revenues before these factors. Tenneco believes
investors find this information useful in understanding period to
period comparisons in the company's revenues.
|
|
(4)
EBITDA including noncontrolling interests represents income
before interest expense, income taxes, noncontrolling interests and
depreciation and amortization. We have also presented
EBITDA including noncontrolling interests to give effect to the
reclassification of financing charges on sale of receivables that
took place in the first quarter 2019 and to give effective to the
impact of the segment changes that occurred in the first quarter of
2019. EBITDA including noncontrolling interests is not a
calculation based upon GAAP. The amounts included in the
EBITDA including noncontrolling interests calculation, however, are
derived from amounts included in the historical statements of
income data. In addition, EBITDA including noncontrolling
interests should not be considered as an alternative to net income
(loss) attributable to Tenneco Inc. or operating income as an
indicator of the company's operating performance, or as an
alternative to operating cash flows as a measure of
liquidity. Tenneco has presented EBITDA including
noncontrolling interests because it regularly reviews EBITDA
including noncontrolling interests as a measure of the company's
performance. In addition, Tenneco believes its investors
utilize and analyze the company's EBITDA including noncontrolling
interests for similar purposes. Tenneco also believes EBITDA
including noncontrolling interests assists investors in comparing a
company's performance on a consistent basis without regard to
depreciation and amortization, which can vary significantly
depending upon many factors. However, the EBITDA including
noncontrolling interests measure presented may not always be
comparable to similarly titled measures reported by other companies
due to differences in the components of the calculation.
|
|
(5) "Adjusted EBITDA" is
EBITDA including noncontrolling interests (after giving effect to
the reclassification and segment change described above) and is
presented in order to reflect the results in a manner that allows a
better understanding of operational activities separate from the
financial impact of decisions made for the long term benefit of the
company and other items impacting comparability between the
periods. Similar adjustments to EBITDA including
noncontrolling interests have been recorded in earlier periods, and
similar types of adjustments can reasonably be expected to be
recorded in future periods. The company believes investors find the
non-GAAP information helpful in understanding the ongoing
performance of operations separate from items that may have a
disproportionate positive or negative impact on the company's
financial results in any particular period.
|
|
(6)
Tenneco presents the above reconciliation in order to reflect
Adjusted EBITDA as a percent of both value-add revenues.
Presenting Adjusted EBITDA as a percent of value-add revenue
assists investors in evaluating the company's operational
performance without the impact of substrate sales, which can be
volatile.
|
ATTACHMENT
2
|
TENNECO
INC.
|
Division Level FY
2020 Outlook
|
Unaudited
|
|
|
|
New Tenneco 2020
Outlook
|
|
|
|
VA Revenue $8.05
billion to $8.3 billion
|
|
Adjusted EBITDA
between $850 million to $915 million
|
|
|
|
|
|
|
DRiV™ 2020
Outlook
|
|
|
|
Revenue $5.65 billion
to $5.8 billion
|
|
Adjusted EBITDA
between $450 million to $535 million
|
View original content to download
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SOURCE Tenneco Inc.