LAKE FOREST, Ill.,
March 2, 2020 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) (the
"Company") today announced that, in conjunction with the completion
of the Company's financial statements for the year ended
December 31, 2019, it is updating
certain fourth quarter and full year 2019 results. This update
reconciles the fourth quarter and full year 2019 financial results
disclosed and discussed on February 20,
2020 (see table below). Specifically, an adjustment to
inventory primarily within one distribution center related to the
legacy Federal-Mogul North America Motorparts business resulted in
a reduction to pre-tax income of $27
million, or a $20 million
impact to net income, for fourth quarter 2019. This adjustment
encompassed manual processes that have largely been automated over
the past year.
The Company determined that the impact of the adjustment was not
material to any prior periods in 2019 and as such concluded that it
was appropriate to record the aggregate amount of the expense in
the fourth quarter of 2019. The amount of the adjustment relating
to previous quarters would have been approximately evenly
distributed among all four quarters had the Company determined it
was necessary to revise the prior quarterly results.
The Company believes that this adjustment will not materially
impact its 2020 first quarter and full year outlook provided on
February 20, 2020.
During 2019, the continued integration of the Federal-Mogul
acquisition increased the complexity and level of certain financial
reporting activities within the North America Motorparts business,
without a corresponding change in centralized resource levels. The
Company concluded that it has a material weakness in its internal
control over financial reporting resulting from a lack of
incremental resources in its North America Motorparts business. To
address this issue, management is implementing various remediation
steps, including, adding additional accounting resources and
improving its execution of and oversight over internal
controls.
Full Year 2019 Reconciliation
The table below reconciles the financial results disclosed in a
February 20, 2020 press release
announcing the Company's financial results for the fourth quarter
and full year ended December 31, 2019
to the final results that will be filed today in the Company's
10-K.
($ millions, except
per share amounts)
|
|
YTD 2019
|
|
|
|
|
Net income
(loss)
attributable to
Tenneco Inc.
|
|
Per Share
|
|
Income tax
(expense)
benefit
|
|
EBIT
|
|
EBITDA
(2)
|
|
As of February 20,
2020 Press Release(1): Earnings (Loss)
Measures
|
|
$
(314)
|
|
$
(3.88)
|
|
$
(26)
|
|
$
148
|
|
$
821
|
|
Inventory
adjustment
|
|
(20)
|
|
(0.24)
|
|
7
|
|
(27)
|
|
(27)
|
|
Updated:Earnings (Loss) Measures
|
|
$
(334)
|
|
(4.12)
|
|
$
(19)
|
|
$
121
|
|
$
794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of February 20,
2020 Press Release(1): Adjusted Net income, EPS,
Tax,
EBIT, and EBITDA(2)
|
|
$
261
|
|
$
3.22
|
|
$
(138)
|
|
$
784
|
|
$
1,442
|
|
Inventory
adjustment
|
|
(20)
|
|
(0.24)
|
|
7
|
|
(27)
|
|
(27)
|
|
Updated:Adjusted Net income, EPS, Tax, EBIT,
and EBITDA(2)(3)
|
|
$
241
|
|
2.98
|
|
$
(131)
|
|
$
757
|
|
$
1,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) From
February 20, 2020 press release announcing the company's fourth
quarter and full year 2019 results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) EBITDA
including noncontrolling interests represents income before
interest expense, income taxes, noncontrolling interests and
depreciation and amortization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Tables
at the end of this press release include reconciliations for GAAP
to non-GAAP results and fourth quarter 2019
reconciliations.
|
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
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.
Safe Harbor
This release contains forward-looking statements. These
forward-looking statements include, among others, statements
relating to our strategies and plans to separate into two
independent public companies. Forward-looking statements are
subject to a number of risks and uncertainties that could cause
actual results to materially differ from those described in the
forward-looking statements, including the possibility that Tenneco
may not complete the separation of the Aftermarket & Ride
Performance business from the Powertrain Technology business (or
achieve some or all of the anticipated benefits of such a
separation); the possibility that the separation may have an
adverse impact on existing arrangements with Tenneco, including
those related to transition, manufacturing and supply services and
tax matters; the ability to retain and hire key personnel and
maintain relationships with customers, suppliers or other business
partners; the risk that the benefits of the separation may not be
fully realized or may take longer to realize than expected; the
risk that the separation may not advance Tenneco's business
strategy; the potential diversion of Tenneco management's attention
resulting from the separation; as well as the risk factors and
cautionary statements included in Tenneco's periodic and current
reports (Forms 10-K, 10-Q and 8-K) filed from time to time with the
SEC. Given these risks and uncertainties, investors should not
place undue reliance on forward-looking statements as a prediction
of actual results. Unless otherwise indicated, the forward-looking
statements in this release are made as of the date of this
communication, and, except as required by law, Tenneco does not
undertake any obligation, and disclaims any obligation, to publicly
disclose revisions or updates to any forward-looking statements.
Additional information regarding these risk factors and
uncertainties is detailed from time to time in the company's SEC
filings, including but not limited to its annual report on Form
10-K for the year ended December 31,
2018 and 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)
|
|
3,581
|
|
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
|
|
4,303
|
|
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
|
|
(144)
|
|
(23)
|
|
|
|
|
|
|
|
Interest
expense
|
|
(80)
|
|
(79)
|
|
Earnings (loss)
before income taxes and noncontrolling interests
|
|
(224)
|
|
(102)
|
|
|
|
|
|
|
|
Income
tax (expense) benefit
|
|
(14)
|
|
10
|
|
Net income
(loss)
|
|
(238)
|
|
(92)
|
|
|
|
|
|
|
|
Less:
Net income (loss) attributable to noncontrolling
interests
|
|
75
|
|
17
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
$
(313)
|
|
$
(109)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
Basic
|
|
80.9
|
|
80.7
|
|
Diluted
|
|
80.9
|
|
80.7
|
|
|
|
|
|
|
|
Earnings (loss) per
share of common stock:
|
|
|
|
|
|
Basic
|
|
$ (3.87)
|
|
$ (1.35)
|
|
Diluted
|
|
$ (3.87)
|
|
$ (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)
|
|
14,912
|
|
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
|
|
17,414
|
|
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
|
|
121
|
|
322
|
|
|
|
|
|
|
|
Interest
expense
|
|
(322)
|
|
(148)
|
|
Earnings (loss)
before income taxes and noncontrolling interests
|
|
(201)
|
|
174
|
|
|
|
|
|
|
|
Income
tax (expense) benefit
|
|
(19)
|
|
(63)
|
|
Net income
(loss)
|
|
(220)
|
|
111
|
|
|
|
|
|
|
|
Less:
Net income (loss) attributable to noncontrolling
interests
|
|
114
|
|
56
|
|
Net income (loss)
attributable to Tenneco Inc.
|
|
$
(334)
|
|
$
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
Basic
|
|
80.9
|
|
58.6
|
|
Diluted
|
|
80.9
|
|
58.8
|
|
|
|
|
|
|
|
Earnings (loss) per
share of common stock:
|
|
|
|
|
|
Basic
|
|
$
(4.12)
|
|
$
0.93
|
|
Diluted
|
|
$
(4.12)
|
|
$
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
|
|
1,999
|
|
2,245
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and other
current assets
|
|
632
|
|
590
|
|
|
|
|
|
|
|
|
|
|
|
Other noncurrent
assets
|
|
3,864
|
|
3,622
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
3,627
|
|
3,501
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
13,226
|
|
$
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
|
|
1,425
|
|
1,726
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling
interests
|
|
194
|
|
190
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities,
redeemable noncontrolling
interests, and equity
|
|
$
13,226
|
|
$
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)
|
|
$
(238)
|
|
$
(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
|
|
(36)
|
|
(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
|
|
172
|
|
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
|
|
45
|
|
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)
|
|
$
(220)
|
|
$
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
|
|
(151)
|
|
(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
|
|
284
|
|
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
|
|
253
|
|
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
|
|
$
(313)
|
|
$
(3.87)
|
|
$
75
|
|
$
(14)
|
|
$(144)
|
|
$
26
|
|
$
(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)
|
|
$
3
|
|
$
0.03
|
|
$
18
|
|
$
(22)
|
|
$ 123
|
|
$
287
|
|
$
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(313)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(238)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(144)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
130
|
|
$
60
|
|
$
(84)
|
|
$
7
|
|
$ 113
|
|
$
(87)
|
|
$
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
76
|
|
$
34
|
|
$ 334
|
|
$
(47)
|
(16)
|
$
287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
(334)
|
|
$
(4.12)
|
|
$
114
|
|
$
(19)
|
|
$
121
|
|
$
794
|
|
$
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)
|
|
$
241
|
|
$
2.98
|
|
$
63
|
|
$
(131)
|
|
$
757
|
|
$
1,415
|
|
$
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(334)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(220)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(322)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT, Earnings (Loss)
before interest expense, income taxes and noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (3)
|
|
$
582
|
|
$
363
|
|
$
184
|
|
$
8
|
|
$
1,137
|
|
$
(343)
|
|
$
794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
413
|
|
$
157
|
|
$
1,602
|
|
$
(187)
|
(21)
|
$
1,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
$
1,415
|
|
|
|
$
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
|
|
$
(313)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(238)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense)
benefit
|
|
(25)
|
|
(26)
|
|
(22)
|
|
10
|
|
-
|
|
(14)
|
|
9
|
|
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(144)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
60
|
|
60
|
|
60
|
|
165
|
|
169
|
|
169
|
|
165
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
including noncontrolling interests (2)
|
|
$ 182
|
|
$ 171
|
|
$ 172
|
|
$
142
|
|
$ 145
|
|
$
310
|
|
$ 313
|
|
$
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
287
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
1,415
|
|
* 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
|
|
$
(84)
|
|
$
7
|
|
$
113
|
|
$
(87)
|
|
$
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
7.5%
|
|
5.9%
|
|
-11.3%
|
|
1.1%
|
|
2.7%
|
|
|
|
0.6%
|
|
|
EBITDA as a %
of value-add revenue
|
|
13.3%
|
|
5.9%
|
|
-11.3%
|
|
1.1%
|
|
3.3%
|
|
|
|
0.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
142
|
|
$
82
|
|
$
76
|
|
$
34
|
|
$
334
|
|
$
(47)
|
|
$
287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
8.1%
|
|
8.1%
|
|
10.3%
|
|
5.3%
|
|
8.1%
|
|
|
|
6.9%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.6%
|
|
8.1%
|
|
10.3%
|
|
5.3%
|
|
9.9%
|
|
|
|
8.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
184
|
|
$
8
|
|
$
1,137
|
|
$
(343)
|
|
$
794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA as a %
of revenue
|
|
8.2%
|
|
8.2%
|
|
5.8%
|
|
0.3%
|
|
6.5%
|
|
|
|
4.6%
|
|
|
EBITDA as a %
of value-add revenue
|
|
14.2%
|
|
8.2%
|
|
5.8%
|
|
0.3%
|
|
7.9%
|
|
|
|
5.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
607
|
|
$
425
|
|
$
413
|
|
$
157
|
|
$
1,602
|
|
$
(187)
|
|
$
1,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
as a % of revenue
|
|
8.5%
|
|
9.6%
|
|
13.0%
|
|
5.7%
|
|
9.2%
|
|
|
|
8.1%
|
|
|
Adjusted EBITDA
as a % of value-add revenue
|
|
14.8%
|
|
9.6%
|
|
13.0%
|
|
5.7%
|
|
11.1%
|
|
|
|
9.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.