þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0515284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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500 North Field Drive, Lake Forest, Illinois
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60045
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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Part I — Financial Information
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Item 1.
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Tenneco Inc. and Consolidated Subsidiaries —
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Item 2.
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Item 3.
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Item 4.
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Part II — Other Information
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Item 1.
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Legal Proceedings
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*
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Item 1A.
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Item 2.
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Item 3.
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Defaults Upon Senior Securities
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*
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Item 4.
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Mine Safety Disclosures
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*
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Item 5.
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Other Information
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*
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Item 6.
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*
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No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.
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•
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general economic, business and market conditions;
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•
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our ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;
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•
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the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any of the foregoing arising in connection with the ongoing global antitrust investigation, product performance, product safety or intellectual property rights;
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•
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changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases), the amount of our debt, our ability to access capital markets at favorable rates, and the credit ratings of our debt;
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•
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changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences away from light trucks, which tend to be higher margin products for our customers and us, to other lower margin vehicles, for which we may or may not have supply arrangements;
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•
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changes in consumer demand for our automotive, commercial or aftermarket products, or changes in automotive and commercial vehicle manufacturers’ production rates and their actual and forecasted requirements for our products, due to difficult economic conditions, such as the prolonged recession in Europe;
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•
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the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable program);
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•
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the loss of any of our large original equipment manufacturer (“OEM”) customers (on whom we depend for a substantial portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OEMs or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;
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•
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our ability to successfully execute cash management and other cost reduction plans, including our European cost reduction initiatives, and to realize anticipated benefits from these plans;
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•
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economic, exchange rate and political conditions in the countries where we operate or sell our products;
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•
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industrywide strikes, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers’ other suppliers;
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•
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increases in the costs of raw materials, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;
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•
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the negative impact of fuel price volatility on transportation and logistics costs, raw material costs, discretionary purchases of vehicles or aftermarket products and demand for off-highway equipment;
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•
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the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts’ longer product lives;
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•
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costs related to product warranties and other customer satisfaction actions;
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•
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the failure or breach of our information technology systems, including the consequences of any misappropriation, exposure or corruption of sensitive information stored on such systems and the interruption to our business that such failure or breach may cause;
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•
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the impact of consolidation among vehicle parts suppliers and customers on our ability to compete;
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•
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changes in distribution channels or competitive conditions in the markets and countries where we operate, including the impact of changes in distribution channels for aftermarket products on our ability to increase or maintain aftermarket sales;
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•
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customer acceptance of new products;
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•
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new technologies that reduce the demand for certain of our products or otherwise render them obsolete;
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•
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our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;
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•
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our ability to realize our business strategy of improving operating performance;
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•
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our ability to successfully integrate any acquisitions that we complete and effectively manage our joint ventures and other third-party relationships;
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•
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changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;
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•
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changes in accounting estimates and assumptions, including changes based on additional information;
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•
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any changes by the International Organization for Standardization (ISO) or other such committees in their certification protocols for processes and products, which may have the effect of delaying or hindering our ability to bring new products to market;
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•
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the impact of the extensive, increasing and changing laws and regulations to which we are subject, including environmental laws and regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved;
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•
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the potential impairment in the carrying value of our long-lived assets and goodwill or our deferred tax assets;
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•
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potential volatility in our effective tax rate;
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•
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natural disasters, such as the 2011 earthquake in Japan and flooding in Thailand, and any resultant disruptions in the supply or production of goods or services to us or by us or in demand by our customers;
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•
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acts of war and/or terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate; and
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•
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the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.
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/s/ PricewaterhouseCoopers LLP
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Milwaukee, Wisconsin
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May 5, 2015
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||||
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Three Months Ended March 31, 2015
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Three Months Ended March 31, 2014
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||||
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(Millions Except Share and Per Share Amounts)
|
||||||
Revenues
|
|
|
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||||
Net sales and operating revenues
|
$
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2,023
|
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$
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2,094
|
|
|
|
|
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||||
Costs and expenses
|
|
|
|
||||
Cost of sales (exclusive of depreciation and amortization shown below)
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1,686
|
|
|
1,754
|
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||
Engineering, research, and development
|
41
|
|
|
42
|
|
||
Selling, general, and administrative
|
125
|
|
|
132
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Depreciation and amortization of other intangibles
|
50
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|
|
51
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|
||
|
1,902
|
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1,979
|
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Other expense
|
|
|
|
||||
Loss on sale of receivables
|
(1
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)
|
|
(1
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)
|
||
Other
|
—
|
|
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(1
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)
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||
|
(1
|
)
|
|
(2
|
)
|
||
Earnings before interest expense, income taxes, and noncontrolling interests
|
120
|
|
|
113
|
|
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Interest expense (net of interest capitalized of $1 million for both three months ended March 31, 2015 and 2014, respectively)
|
16
|
|
|
19
|
|
||
Earnings before income taxes and noncontrolling interests
|
104
|
|
|
94
|
|
||
Income tax expense
|
41
|
|
|
40
|
|
||
Net income
|
63
|
|
|
54
|
|
||
Less: Net income attributable to noncontrolling interests
|
14
|
|
|
8
|
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Net income attributable to Tenneco Inc.
|
$
|
49
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$
|
46
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|
Earnings per share
|
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Weighted average shares of common stock outstanding —
|
|
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||||
Basic
|
61,044,908
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60,549,778
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Diluted
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61,593,087
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61,503,302
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Basic earnings per share of common stock
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0.81
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0.76
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Diluted earnings per share of common stock
|
0.80
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0.75
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For the Three Months Ended March 31, 2015
|
||||||||||||||||||||||
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Tenneco Inc.
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
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Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
||||||||||||
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(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
49
|
|
|
|
|
$
|
14
|
|
|
|
|
$
|
63
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(166
|
)
|
|
|
|
$
|
3
|
|
|
|
|
$
|
(163
|
)
|
|
|
||||||
Translation of foreign currency statements
|
(72
|
)
|
|
(72
|
)
|
|
1
|
|
|
1
|
|
|
(71
|
)
|
|
(71
|
)
|
||||||
Balance March 31
|
(238
|
)
|
|
|
|
4
|
|
|
|
|
(234
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(379
|
)
|
|
|
|
—
|
|
|
|
|
(379
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits, net of tax
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Balance March 31
|
(376
|
)
|
|
|
|
—
|
|
|
|
|
(376
|
)
|
|
|
|||||||||
Balance March 31
|
$
|
(614
|
)
|
|
|
|
$
|
4
|
|
|
|
|
$
|
(610
|
)
|
|
|
||||||
Other Comprehensive Income (Loss)
|
|
|
(69
|
)
|
|
|
|
1
|
|
|
|
|
(68
|
)
|
|||||||||
Comprehensive Income (Loss)
|
|
|
$
|
(20
|
)
|
|
|
|
$
|
15
|
|
|
|
|
$
|
(5
|
)
|
|
For the Three Months Ended March 31, 2014
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income (Loss) |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
46
|
|
|
|
|
$
|
8
|
|
|
|
|
$
|
54
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(61
|
)
|
|
|
|
$
|
5
|
|
|
|
|
$
|
(56
|
)
|
|
|
||||||
Translation of foreign currency statements
|
(6
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Balance March 31
|
(67
|
)
|
|
|
|
3
|
|
|
|
|
(64
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(299
|
)
|
|
|
|
—
|
|
|
|
|
(299
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits, net of tax
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Balance March 31
|
(296
|
)
|
|
|
|
—
|
|
|
|
|
(296
|
)
|
|
|
|||||||||
Balance March 31
|
$
|
(363
|
)
|
|
|
|
$
|
3
|
|
|
|
|
$
|
(360
|
)
|
|
|
||||||
Other Comprehensive Loss
|
|
|
(3
|
)
|
|
|
|
(2
|
)
|
|
|
|
(5
|
)
|
|||||||||
Comprehensive Income
|
|
|
$
|
43
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
288
|
|
|
$
|
282
|
|
Restricted cash
|
—
|
|
|
3
|
|
||
Receivables —
|
|
|
|
||||
Customer notes and accounts, net
|
1,231
|
|
|
1,064
|
|
||
Other
|
21
|
|
|
24
|
|
||
Inventories —
|
|
|
|
||||
Finished goods
|
275
|
|
|
272
|
|
||
Work in process
|
240
|
|
|
221
|
|
||
Raw materials
|
146
|
|
|
137
|
|
||
Materials and supplies
|
56
|
|
|
58
|
|
||
Deferred income taxes
|
78
|
|
|
81
|
|
||
Prepayments and other
|
279
|
|
|
284
|
|
||
Total current assets
|
2,614
|
|
|
2,426
|
|
||
Other assets:
|
|
|
|
||||
Long-term receivables, net
|
12
|
|
|
12
|
|
||
Goodwill
|
63
|
|
|
65
|
|
||
Intangibles, net
|
27
|
|
|
26
|
|
||
Deferred income taxes
|
152
|
|
|
143
|
|
||
Other
|
86
|
|
|
93
|
|
||
|
340
|
|
|
339
|
|
||
Plant, property, and equipment, at cost
|
3,365
|
|
|
3,490
|
|
||
Less — Accumulated depreciation and amortization
|
(2,180
|
)
|
|
(2,272
|
)
|
||
|
1,185
|
|
|
1,218
|
|
||
Total Assets
|
$
|
4,139
|
|
|
$
|
3,983
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt (including current maturities of long-term debt)
|
$
|
132
|
|
|
$
|
60
|
|
Trade payables
|
1,391
|
|
|
1,372
|
|
||
Accrued taxes
|
51
|
|
|
40
|
|
||
Accrued interest
|
16
|
|
|
3
|
|
||
Accrued liabilities
|
251
|
|
|
258
|
|
||
Other
|
59
|
|
|
66
|
|
||
Total current liabilities
|
1,900
|
|
|
1,799
|
|
||
Long-term debt
|
1,128
|
|
|
1,042
|
|
||
Deferred income taxes
|
18
|
|
|
18
|
|
||
Postretirement benefits
|
324
|
|
|
339
|
|
||
Deferred credits and other liabilities
|
204
|
|
|
212
|
|
||
Commitments and contingencies
|
|
|
|
||||
Total liabilities
|
3,574
|
|
|
3,410
|
|
||
Redeemable noncontrolling interests
|
43
|
|
|
35
|
|
||
Tenneco Inc. Shareholders’ equity:
|
|
|
|
||||
Common stock
|
1
|
|
|
1
|
|
||
Premium on common stock and other capital surplus
|
3,067
|
|
|
3,059
|
|
||
Accumulated other comprehensive loss
|
(614
|
)
|
|
(545
|
)
|
||
Retained earnings (accumulated deficit)
|
(1,646
|
)
|
|
(1,695
|
)
|
||
|
808
|
|
|
820
|
|
||
Less — Shares held as treasury stock, at cost
|
334
|
|
|
323
|
|
||
Total Tenneco Inc. shareholders’ equity
|
474
|
|
|
497
|
|
||
Noncontrolling interests
|
48
|
|
|
41
|
|
||
Total equity
|
522
|
|
|
538
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
4,139
|
|
|
$
|
3,983
|
|
|
|
||||||
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
|
(Millions)
|
||||||
|
|
|
|
||||
Net income
|
$
|
63
|
|
|
$
|
54
|
|
Adjustments to reconcile net income to cash used by operating activities —
|
|
|
|
||||
Depreciation and amortization of other intangibles
|
50
|
|
|
51
|
|
||
Deferred income taxes
|
(6
|
)
|
|
2
|
|
||
Stock-based compensation
|
6
|
|
|
5
|
|
||
Loss on sale of assets
|
—
|
|
|
1
|
|
||
Changes in components of working capital —
|
|
|
|
||||
(Increase) decrease in receivables
|
(194
|
)
|
|
(234
|
)
|
||
(Increase) decrease in inventories
|
(59
|
)
|
|
(81
|
)
|
||
(Increase) decrease in prepayments and other current assets
|
(7
|
)
|
|
(38
|
)
|
||
Increase (decrease) in payables
|
77
|
|
|
87
|
|
||
Increase (decrease) in accrued taxes
|
12
|
|
|
5
|
|
||
Increase (decrease) in accrued interest
|
13
|
|
|
4
|
|
||
Increase (decrease) in other current liabilities
|
(2
|
)
|
|
13
|
|
||
Changes in long-term assets
|
2
|
|
|
1
|
|
||
Changes in long-term liabilities
|
(3
|
)
|
|
(13
|
)
|
||
Other
|
(2
|
)
|
|
3
|
|
||
Net cash used by operating activities
|
(50
|
)
|
|
(140
|
)
|
||
Investing Activities
|
|
|
|
||||
Proceeds from the sale of assets
|
1
|
|
|
—
|
|
||
Cash payments for plant, property, and equipment
|
(77
|
)
|
|
(83
|
)
|
||
Cash payments for software related intangible assets
|
(5
|
)
|
|
(7
|
)
|
||
Changes in restricted cash
|
3
|
|
|
(1
|
)
|
||
Net cash used by investing activities
|
(78
|
)
|
|
(91
|
)
|
||
Financing Activities
|
|
|
|
||||
Issuance (repurchase) of common shares
|
—
|
|
|
(2
|
)
|
||
Tax benefit from stock-based compensation
|
3
|
|
|
12
|
|
||
Retirement of long-term debt
|
(4
|
)
|
|
(3
|
)
|
||
Purchase of common stock under the share repurchase program
|
(11
|
)
|
|
—
|
|
||
Increase (decrease) in bank overdrafts
|
(8
|
)
|
|
4
|
|
||
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
111
|
|
|
197
|
|
||
Net decrease in short-term borrowings secured by accounts receivable
|
50
|
|
|
20
|
|
||
Capital contribution from noncontrolling interest partner
|
—
|
|
|
1
|
|
||
Net cash provided by financing activities
|
141
|
|
|
229
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(7
|
)
|
|
(6
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
6
|
|
|
(8
|
)
|
||
Cash and cash equivalents, January 1
|
282
|
|
|
275
|
|
||
Cash and cash equivalents, March 31 (Note)
|
$
|
288
|
|
|
$
|
267
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
4
|
|
|
$
|
14
|
|
Cash paid during the period for income taxes (net of refunds)
|
—
|
|
|
21
|
|
||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Period end balance of trade payables for plant, property, and equipment
|
$
|
34
|
|
|
$
|
40
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(Millions Except Share Amounts)
|
||||||||||||
Tenneco Inc. Shareholders:
|
|
|
|
|
|
|
|
||||||
Common Stock
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
64,454,248
|
|
|
$
|
1
|
|
|
63,714,728
|
|
|
$
|
1
|
|
Issued pursuant to benefit plans
|
295,682
|
|
|
—
|
|
|
82,743
|
|
|
—
|
|
||
Stock options exercised
|
97,097
|
|
|
—
|
|
|
25,595
|
|
|
—
|
|
||
Balance March 31
|
64,847,027
|
|
|
1
|
|
|
63,823,066
|
|
|
1
|
|
||
Premium on Common Stock and Other Capital Surplus
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
3,059
|
|
|
|
|
3,014
|
|
||||
Premium on common stock issued pursuant to benefit plans
|
|
|
8
|
|
|
|
|
15
|
|
||||
Balance March 31
|
|
|
3,067
|
|
|
|
|
3,029
|
|
||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
(545
|
)
|
|
|
|
(360
|
)
|
||||
Other comprehensive income (loss)
|
|
|
(69
|
)
|
|
|
|
(3
|
)
|
||||
Balance March 31
|
|
|
(614
|
)
|
|
|
|
(363
|
)
|
||||
Retained Earnings (Accumulated Deficit)
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
(1,695
|
)
|
|
|
|
(1,921
|
)
|
||||
Net income attributable to Tenneco Inc.
|
|
|
49
|
|
|
|
|
46
|
|
||||
Balance March 31
|
|
|
(1,646
|
)
|
|
|
|
(1,875
|
)
|
||||
Less — Common Stock Held as Treasury Stock, at Cost
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
3,244,692
|
|
|
323
|
|
|
2,844,692
|
|
|
301
|
|
||
Purchase of common stock through stock repurchase program
|
192,000
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||
Balance March 31
|
3,436,692
|
|
|
334
|
|
|
2,844,692
|
|
|
301
|
|
||
Total Tenneco Inc. shareholders’ equity
|
|
|
$
|
474
|
|
|
|
|
$
|
491
|
|
||
Noncontrolling Interests:
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
$
|
41
|
|
|
|
|
$
|
39
|
|
||
Net income
|
|
|
6
|
|
|
|
|
4
|
|
||||
Other comprehensive income (loss)
|
|
|
1
|
|
|
|
|
(1
|
)
|
||||
Balance March 31
|
|
|
$
|
48
|
|
|
|
|
$
|
42
|
|
||
Total equity
|
|
|
$
|
522
|
|
|
|
|
$
|
533
|
|
(1)
|
Consolidation and Presentation
|
(2)
|
Financial Instruments
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Net Carrying
Amount
|
|
Fair
Value
|
|
Net Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(Millions)
|
||||||||||||||
Long-term debt (including current maturities)
|
$
|
1,129
|
|
|
$
|
1,194
|
|
|
$
|
1,044
|
|
|
$
|
1,106
|
|
Instruments with off-balance sheet risk:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts:
|
|
|
|
|
|
|
|
||||||||
Asset derivative contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Level 1
|
—
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
—
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
|
|
|
|
Level 3
|
—
|
Unobservable inputs based on our own assumptions.
|
|
|
Notional Amount
in Foreign Currency
|
|
|
|
(Millions)
|
|
Australian dollars
|
—Purchase
|
1
|
|
British pounds
|
—Sell
|
(46
|
)
|
Canadian dollars
|
—Sell
|
(20
|
)
|
European euro
|
—Purchase
|
11
|
|
|
—Sell
|
(5
|
)
|
South African rand
|
—Purchase
|
138
|
|
Japanese yen
|
—Purchase
|
136
|
|
|
—Sell
|
(790
|
)
|
U.S. dollars
|
—Purchase
|
94
|
|
|
—Sell
|
(22
|
)
|
Other
|
—Purchase
|
1
|
|
(3)
|
Long-Term Debt and Financing Arrangements
|
|
Quarter Ended
|
||||
|
March 31, 2015
|
||||
|
Required
|
|
Actual
|
||
Leverage Ratio (maximum)
|
3.50
|
|
|
1.41
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
11.95
|
|
(4)
|
Income Taxes
|
(5)
|
Accounts Receivable Securitization
|
(6)
|
Restructuring and Other Charges
|
|
December 31,
2014 Restructuring Reserve |
|
2015
Expenses |
|
2015
Cash Payments |
|
Impact of Exchange Rates
|
|
March 31, 2015
Restructuring Reserve |
|||||||
|
(Millions)
|
|||||||||||||||
Employee Severance, Termination Benefits and Other Related Costs
|
|
$40
|
|
|
5
|
|
|
(8
|
)
|
|
(4
|
)
|
|
|
$33
|
|
(7)
|
Environmental Matters, Legal Proceedings and Product Warranties
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
Beginning Balance January 1,
|
$
|
26
|
|
|
$
|
24
|
|
Accruals related to product warranties
|
3
|
|
|
5
|
|
||
Reductions for payments made
|
(4
|
)
|
|
(5
|
)
|
||
Ending Balance March 31,
|
$
|
25
|
|
|
$
|
24
|
|
(8)
|
Earnings Per Share
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
|
(Millions Except Share and Per Share Amounts)
|
||||||
Basic earnings per share —
|
|
|
|
||||
Net income attributable to Tenneco Inc.
|
$
|
49
|
|
|
$
|
46
|
|
Weighted Average shares of common stock outstanding
|
61,044,908
|
|
|
60,549,778
|
|
||
Earnings per share of common stock
|
$
|
0.81
|
|
|
$
|
0.76
|
|
Diluted earnings per share —
|
|
|
|
||||
Net income attributable to Tenneco Inc.
|
$
|
49
|
|
|
$
|
46
|
|
Weighted Average shares of common stock outstanding
|
61,044,908
|
|
|
60,549,778
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Restricted stock
|
83,291
|
|
|
160,341
|
|
||
Stock options
|
464,888
|
|
|
793,183
|
|
||
Weighted Average shares of common stock outstanding including dilutive securities
|
61,593,087
|
|
|
61,503,302
|
|
||
Earnings per share of common stock
|
$
|
0.80
|
|
|
$
|
0.75
|
|
(9)
|
Common Stock
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Stock Options Granted
|
|
|
|
||||
Weighted average grant date fair value, per share
|
$
|
—
|
|
|
$
|
26.46
|
|
Weighted average assumptions used:
|
|
|
|
||||
Expected volatility
|
—
|
%
|
|
52.8
|
%
|
||
Expected lives
|
|
|
|
5.0
|
|
||
Risk-free interest rates
|
—
|
%
|
|
1.7
|
%
|
||
Dividend yields
|
—
|
%
|
|
—
|
%
|
|
Three Months Ended March 31, 2015
|
|||||||||||
|
Shares
Under
Option
|
|
Weighted Avg.
Exercise
Prices
|
|
Weighted Avg.
Remaining
Life in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(Millions)
|
|||||
Outstanding Stock Options
|
|
|
|
|
|
|
|
|||||
Outstanding, January 1, 2015
|
1,454,003
|
|
|
$
|
31.16
|
|
|
4.4
|
|
$
|
33
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled
|
(20,427
|
)
|
|
23.75
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(96,997
|
)
|
|
20.78
|
|
|
|
|
3
|
|
||
Outstanding, March 31, 2015
|
1,336,579
|
|
|
$
|
32.03
|
|
|
4.3
|
|
$
|
31
|
|
|
Three Months Ended March 31, 2015
|
|||||
|
Shares
|
|
Weighted Avg.
Grant Date
Fair Value
|
|||
Nonvested Restricted Shares
|
|
|
|
|||
Nonvested balance at January 1, 2015
|
286,051
|
|
|
$
|
42.35
|
|
Granted
|
350,101
|
|
|
53.40
|
|
|
Vested
|
(150,171
|
)
|
|
37.86
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested balance at March 31, 2015
|
485,981
|
|
|
$
|
51.70
|
|
(10)
|
Pension Plans, Postretirement and Other Employee Benefits
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
|
US
|
|
US
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
1
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(6
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Net pension and postretirement costs
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Before-Tax
Amount
|
|
Tax
Benefit
|
|
Net-of-Tax
Amount
|
|
Before-
Tax
Amount
|
|
Tax
Benefit
|
|
Net-of-Tax
Amount
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Defined benefit pension and postretirement plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost included in net periodic pension and postretirement cost
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of actuarial loss included in net periodic pension and postretirement cost
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
||||||
Other comprehensive income – pension benefits
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11)
|
New Accounting Pronouncements
|
(12)
|
Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Clean Air Division
|
|
Ride Performance Division
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
North
America
|
|
Europe, South America & India
|
|
Asia
Pacific
|
|
North
America
|
|
Europe, South America & India
|
|
Asia
Pacific
|
|
Other
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||||||
At March 31, 2015 and for the Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues from external customers
|
$
|
684
|
|
|
$
|
457
|
|
|
$
|
264
|
|
|
$
|
331
|
|
|
$
|
230
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,023
|
|
Intersegment revenues
|
4
|
|
|
27
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
12
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|||||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
54
|
|
|
10
|
|
|
27
|
|
|
35
|
|
|
8
|
|
|
10
|
|
|
(24
|
)
|
|
—
|
|
|
120
|
|
|||||||||
Total assets
|
1,255
|
|
|
812
|
|
|
606
|
|
|
730
|
|
|
480
|
|
|
225
|
|
|
—
|
|
|
31
|
|
|
4,139
|
|
|||||||||
At March 31, 2014 and for the Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues from external customers
|
698
|
|
|
506
|
|
|
240
|
|
|
335
|
|
|
263
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
2,094
|
|
|||||||||
Intersegment revenues
|
7
|
|
|
29
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
9
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|||||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
56
|
|
|
9
|
|
|
20
|
|
|
30
|
|
|
16
|
|
|
7
|
|
|
(25
|
)
|
|
—
|
|
|
113
|
|
|||||||||
Total assets
|
1,197
|
|
|
908
|
|
|
563
|
|
|
701
|
|
|
557
|
|
|
219
|
|
|
—
|
|
|
34
|
|
|
4,179
|
|
(13)
|
Supplemental Guarantor Condensed Consolidating Financial Statements
|
|
For the Three Months Ended March 31, 2015
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
897
|
|
|
$
|
1,126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,023
|
|
Affiliated companies
|
106
|
|
|
145
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|||||
|
1,003
|
|
|
1,271
|
|
|
—
|
|
|
(251
|
)
|
|
2,023
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
842
|
|
|
1,095
|
|
|
—
|
|
|
(251
|
)
|
|
1,686
|
|
|||||
Engineering, research, and development
|
21
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Selling, general, and administrative
|
46
|
|
|
77
|
|
|
2
|
|
|
—
|
|
|
125
|
|
|||||
Depreciation and amortization of other intangibles
|
22
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
|
931
|
|
|
1,220
|
|
|
2
|
|
|
(251
|
)
|
|
1,902
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other income (expense)
|
(4
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
(4
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
68
|
|
|
54
|
|
|
(2
|
)
|
|
—
|
|
|
120
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Affiliated companies (net of interest income)
|
17
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests,
and equity in net income from affiliated companies
|
51
|
|
|
71
|
|
|
(18
|
)
|
|
—
|
|
|
104
|
|
|||||
Income tax expense
|
18
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Equity in net income (loss) from affiliated companies
|
30
|
|
|
—
|
|
|
67
|
|
|
(97
|
)
|
|
—
|
|
|||||
Net Income (loss)
|
63
|
|
|
48
|
|
|
49
|
|
|
(97
|
)
|
|
63
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Net income (loss) attributable to Tenneco Inc.
|
$
|
63
|
|
|
$
|
34
|
|
|
$
|
49
|
|
|
$
|
(97
|
)
|
|
$
|
49
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
63
|
|
|
$
|
34
|
|
|
$
|
(20
|
)
|
|
$
|
(97
|
)
|
|
$
|
(20
|
)
|
|
For the Three Months Ended March 31, 2014
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
920
|
|
|
$
|
1,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,094
|
|
Affiliated companies
|
103
|
|
|
148
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|||||
|
1,023
|
|
|
1,322
|
|
|
—
|
|
|
(251
|
)
|
|
2,094
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
802
|
|
|
1,203
|
|
|
—
|
|
|
(251
|
)
|
|
1,754
|
|
|||||
Engineering, research, and development
|
22
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Selling, general, and administrative
|
51
|
|
|
79
|
|
|
2
|
|
|
—
|
|
|
132
|
|
|||||
Depreciation and amortization of other intangibles
|
21
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||
|
896
|
|
|
1,332
|
|
|
2
|
|
|
(251
|
)
|
|
1,979
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other income (expense)
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
125
|
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
113
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Affiliated companies (net of interest income)
|
16
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
109
|
|
|
6
|
|
|
(21
|
)
|
|
—
|
|
|
94
|
|
|||||
Income tax expense
|
30
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
Equity in net income (loss) from affiliated companies
|
(15
|
)
|
|
—
|
|
|
67
|
|
|
(52
|
)
|
|
—
|
|
|||||
Net income (loss)
|
64
|
|
|
(4
|
)
|
|
46
|
|
|
(52
|
)
|
|
54
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Net income (loss) attributable to Tenneco Inc.
|
$
|
64
|
|
|
$
|
(12
|
)
|
|
$
|
46
|
|
|
$
|
(52
|
)
|
|
$
|
46
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
64
|
|
|
$
|
(12
|
)
|
|
$
|
43
|
|
|
$
|
(52
|
)
|
|
$
|
43
|
|
|
March 31, 2015
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Receivables, net
|
464
|
|
|
1,378
|
|
|
—
|
|
|
(590
|
)
|
|
1,252
|
|
|||||
Inventories
|
339
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|||||
Deferred income taxes
|
47
|
|
|
24
|
|
|
7
|
|
|
—
|
|
|
78
|
|
|||||
Prepayments and other
|
70
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|||||
Total current assets
|
920
|
|
|
2,277
|
|
|
7
|
|
|
(590
|
)
|
|
2,614
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliated companies
|
1,104
|
|
|
—
|
|
|
771
|
|
|
(1,875
|
)
|
|
—
|
|
|||||
Notes and advances receivable from affiliates
|
924
|
|
|
11,056
|
|
|
4,927
|
|
|
(16,907
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
11
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Goodwill
|
22
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Intangibles, net
|
12
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Deferred income taxes
|
80
|
|
|
16
|
|
|
56
|
|
|
—
|
|
|
152
|
|
|||||
Other
|
36
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||
|
2,189
|
|
|
11,179
|
|
|
5,754
|
|
|
(18,782
|
)
|
|
340
|
|
|||||
Plant, property, and equipment, at cost
|
1,260
|
|
|
2,105
|
|
|
—
|
|
|
—
|
|
|
3,365
|
|
|||||
Less — Accumulated depreciation and amortization
|
(860
|
)
|
|
(1,320
|
)
|
|
—
|
|
|
—
|
|
|
(2,180
|
)
|
|||||
|
400
|
|
|
785
|
|
|
—
|
|
|
—
|
|
|
1,185
|
|
|||||
Total assets
|
$
|
3,509
|
|
|
$
|
14,241
|
|
|
$
|
5,761
|
|
|
$
|
(19,372
|
)
|
|
$
|
4,139
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt (including current maturities of long-term debt)
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt — non-affiliated
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
132
|
|
Short-term debt — affiliated
|
147
|
|
|
254
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|||||
Trade payables
|
553
|
|
|
979
|
|
|
—
|
|
|
(141
|
)
|
|
1,391
|
|
|||||
Accrued taxes
|
(21
|
)
|
|
39
|
|
|
33
|
|
|
—
|
|
|
51
|
|
|||||
Other
|
125
|
|
|
234
|
|
|
15
|
|
|
(48
|
)
|
|
326
|
|
|||||
Total current liabilities
|
804
|
|
|
1,623
|
|
|
63
|
|
|
(590
|
)
|
|
1,900
|
|
|||||
Long-term debt — non-affiliated
|
—
|
|
|
44
|
|
|
1,084
|
|
|
—
|
|
|
1,128
|
|
|||||
Long-term debt — affiliated
|
1,801
|
|
|
10,964
|
|
|
4,142
|
|
|
(16,907
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Postretirement benefits and other liabilities
|
413
|
|
|
112
|
|
|
(2
|
)
|
|
5
|
|
|
528
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total liabilities
|
3,018
|
|
|
12,761
|
|
|
5,287
|
|
|
(17,492
|
)
|
|
3,574
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Tenneco Inc. shareholders’ equity
|
491
|
|
|
1,389
|
|
|
474
|
|
|
(1,880
|
)
|
|
474
|
|
|||||
Noncontrolling interests
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Total equity
|
491
|
|
|
1,437
|
|
|
474
|
|
|
(1,880
|
)
|
|
522
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,509
|
|
|
$
|
14,241
|
|
|
$
|
5,761
|
|
|
$
|
(19,372
|
)
|
|
$
|
4,139
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
10
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
282
|
|
Restricted cash
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Receivables, net
|
408
|
|
|
1,309
|
|
|
—
|
|
|
(629
|
)
|
|
1,088
|
|
|||||
Inventories
|
312
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|||||
Deferred income taxes
|
49
|
|
|
25
|
|
|
7
|
|
|
—
|
|
|
81
|
|
|||||
Prepayments and other
|
96
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|||||
Total current assets
|
875
|
|
|
2,173
|
|
|
7
|
|
|
(629
|
)
|
|
2,426
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliated companies
|
1,064
|
|
|
—
|
|
|
764
|
|
|
(1,828
|
)
|
|
—
|
|
|||||
Notes and advances receivable from affiliates
|
944
|
|
|
10,589
|
|
|
4,844
|
|
|
(16,377
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Goodwill
|
22
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
Intangibles, net
|
10
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Deferred income taxes
|
76
|
|
|
14
|
|
|
53
|
|
|
—
|
|
|
143
|
|
|||||
Other
|
40
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
|
2,168
|
|
|
10,715
|
|
|
5,661
|
|
|
(18,205
|
)
|
|
339
|
|
|||||
Plant, property, and equipment, at cost
|
1,236
|
|
|
2,254
|
|
|
—
|
|
|
—
|
|
|
3,490
|
|
|||||
Less — Accumulated depreciation and amortization
|
(845
|
)
|
|
(1,427
|
)
|
|
—
|
|
|
—
|
|
|
(2,272
|
)
|
|||||
|
391
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
1,218
|
|
|||||
Total assets
|
$
|
3,434
|
|
|
$
|
13,715
|
|
|
$
|
5,668
|
|
|
$
|
(18,834
|
)
|
|
$
|
3,983
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt (including current maturities of long-term debt)
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt — non-affiliated
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Short-term debt — affiliated
|
243
|
|
|
220
|
|
|
9
|
|
|
(472
|
)
|
|
—
|
|
|||||
Trade payables
|
478
|
|
|
1,000
|
|
|
—
|
|
|
(106
|
)
|
|
1,372
|
|
|||||
Accrued taxes
|
(15
|
)
|
|
31
|
|
|
24
|
|
|
—
|
|
|
40
|
|
|||||
Other
|
134
|
|
|
241
|
|
|
3
|
|
|
(51
|
)
|
|
327
|
|
|||||
Total current liabilities
|
840
|
|
|
1,546
|
|
|
42
|
|
|
(629
|
)
|
|
1,799
|
|
|||||
Long-term debt — non-affiliated
|
—
|
|
|
44
|
|
|
998
|
|
|
—
|
|
|
1,042
|
|
|||||
Long-term debt — affiliated
|
1,730
|
|
|
10,516
|
|
|
4,131
|
|
|
(16,377
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Postretirement benefits and other liabilities
|
418
|
|
|
129
|
|
|
—
|
|
|
4
|
|
|
551
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
2,988
|
|
|
12,253
|
|
|
5,171
|
|
|
(17,002
|
)
|
|
3,410
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Tenneco Inc. shareholders’ equity
|
446
|
|
|
1,386
|
|
|
497
|
|
|
(1,832
|
)
|
|
497
|
|
|||||
Noncontrolling interests
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Total equity
|
446
|
|
|
1,427
|
|
|
497
|
|
|
(1,832
|
)
|
|
538
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,434
|
|
|
$
|
13,715
|
|
|
$
|
5,668
|
|
|
$
|
(18,834
|
)
|
|
$
|
3,983
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(74
|
)
|
|
$
|
26
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Cash payments for plant, property, and equipment
|
(27
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||||
Cash payments for software related intangible assets
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Changes in restricted cash
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Net cash used by investing activities
|
(29
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Retirement of long-term debt
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Increase (decrease) in bank overdrafts
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables
|
—
|
|
|
64
|
|
|
47
|
|
|
—
|
|
|
111
|
|
|||||
Net increase (decrease) in short-term borrowings secured by accounts receivables
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||
Intercompany dividend payments and net increase (decrease) in intercompany obligations
|
93
|
|
|
(10
|
)
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
93
|
|
|
46
|
|
|
2
|
|
|
—
|
|
|
141
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(10
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Cash and cash equivalents, January 1
|
10
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
282
|
|
|||||
Cash and cash equivalents, March 31 (Note)
|
$
|
—
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Tenneco Inc.
(Parent
Company)
|
|
Reclass &
Elims
|
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(208
|
)
|
|
$
|
90
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
(140
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash payments for plant, property, and equipment
|
(25
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||||
Cash payments for software related intangible assets
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Changes in restricted cash
|
—
|
|
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
|||||||
Net cash used by investing activities
|
(29
|
)
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance (repurchase) of common shares
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Retirement of long-term debt
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Increase (decrease) in bank overdrafts
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables
|
—
|
|
|
24
|
|
|
173
|
|
|
—
|
|
|
197
|
|
|||||
Net increase in short-term borrowings secured by accounts receivable
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
Intercompany dividend payments and net increase (decrease) in intercompany obligations
|
233
|
|
|
(55
|
)
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|||||
Capital contribution from noncontrolling interest partner
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net cash provided (used) by financing activities
|
233
|
|
|
(26
|
)
|
|
22
|
|
|
—
|
|
|
229
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Cash and cash equivalents, January 1
|
6
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||||
Cash and cash equivalents, March 31 (Note)
|
$
|
2
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
267
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
Quarter ended March 31, 2014
|
$
|
1,754
|
|
Volume and mix
|
95
|
|
|
Material
|
(18
|
)
|
|
Currency exchange rates
|
(135
|
)
|
|
Restructuring
|
(7
|
)
|
|
Other Costs
|
(3
|
)
|
|
Quarter ended March 31, 2015
|
$
|
1,686
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
684
|
|
|
$
|
240
|
|
|
$
|
444
|
|
|
$
|
(1
|
)
|
|
$
|
445
|
|
Europe, South America & India
|
457
|
|
|
164
|
|
|
293
|
|
|
(64
|
)
|
|
357
|
|
|||||
Asia Pacific
|
264
|
|
|
60
|
|
|
204
|
|
|
(5
|
)
|
|
209
|
|
|||||
Total Clean Air Division
|
1,405
|
|
|
464
|
|
|
941
|
|
|
(70
|
)
|
|
1,011
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
331
|
|
|
—
|
|
|
331
|
|
|
(5
|
)
|
|
336
|
|
|||||
Europe, South America & India
|
230
|
|
|
—
|
|
|
230
|
|
|
(46
|
)
|
|
276
|
|
|||||
Asia Pacific
|
57
|
|
|
—
|
|
|
57
|
|
|
(3
|
)
|
|
60
|
|
|||||
Total Ride Performance Division
|
618
|
|
|
—
|
|
|
618
|
|
|
(54
|
)
|
|
672
|
|
|||||
Total Tenneco Inc.
|
$
|
2,023
|
|
|
$
|
464
|
|
|
$
|
1,559
|
|
|
$
|
(124
|
)
|
|
$
|
1,683
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
698
|
|
|
$
|
264
|
|
|
$
|
434
|
|
|
$
|
—
|
|
|
$
|
434
|
|
Europe, South America & India
|
506
|
|
|
172
|
|
|
334
|
|
|
—
|
|
|
334
|
|
|||||
Asia Pacific
|
240
|
|
|
48
|
|
|
192
|
|
|
—
|
|
|
192
|
|
|||||
Total Clean Air Division
|
1,444
|
|
|
484
|
|
|
960
|
|
|
—
|
|
|
960
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
North America
|
335
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
335
|
|
|||||
Europe, South America & India
|
263
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
|||||
Asia Pacific
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Total Ride Performance Division
|
650
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
650
|
|
|||||
Total Tenneco Inc.
|
$
|
2,094
|
|
|
$
|
484
|
|
|
$
|
1,610
|
|
|
$
|
—
|
|
|
$
|
1,610
|
|
|
Three Months Ended March 31, 2015
Versus Three Months Ended March 31, 2014 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
(14
|
)
|
|
(2
|
)%
|
|
$
|
11
|
|
|
3
|
%
|
Europe, South America & India
|
(49
|
)
|
|
(10
|
)%
|
|
23
|
|
|
7
|
%
|
||
Asia Pacific
|
24
|
|
|
10
|
%
|
|
17
|
|
|
9
|
%
|
||
Total Clean Air Division
|
(39
|
)
|
|
(3
|
)%
|
|
51
|
|
|
5
|
%
|
||
Ride Performance Division
|
|
|
|
|
|
|
|
||||||
North America
|
(4
|
)
|
|
(1
|
)%
|
|
1
|
|
|
—
|
%
|
||
Europe, South America & India
|
(33
|
)
|
|
(13
|
)%
|
|
13
|
|
|
5
|
%
|
||
Asia Pacific
|
5
|
|
|
10
|
%
|
|
8
|
|
|
15
|
%
|
||
Total Ride Performance Division
|
(32
|
)
|
|
(5
|
)%
|
|
22
|
|
|
3
|
%
|
||
Total Tenneco Inc.
|
$
|
(71
|
)
|
|
(3
|
)%
|
|
$
|
73
|
|
|
5
|
%
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Increase
(Decrease)
|
|
% Increase
(Decrease)
|
||||
|
(Number of Vehicles in Thousands)
|
||||||||||
North America
|
4,297
|
|
|
4,204
|
|
|
93
|
|
|
2
|
%
|
Europe
|
5,347
|
|
|
5,236
|
|
|
111
|
|
|
2
|
%
|
South America
|
811
|
|
|
940
|
|
|
(129
|
)
|
|
(14
|
)%
|
India
|
979
|
|
|
921
|
|
|
58
|
|
|
6
|
%
|
Total Europe, South America & India
|
7,137
|
|
|
7,097
|
|
|
40
|
|
|
1
|
%
|
China
|
5,880
|
|
|
5,569
|
|
|
311
|
|
|
6
|
%
|
Australia
|
37
|
|
|
43
|
|
|
(6
|
)
|
|
(13
|
)%
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
2015
|
|
2014
|
|
|||||||
|
(Millions)
|
||||||||||
Clean Air Division
|
|
|
|
|
|
||||||
North America
|
$
|
54
|
|
|
$
|
56
|
|
|
$
|
(2
|
)
|
Europe, South America & India
|
10
|
|
|
9
|
|
|
1
|
|
|||
Asia Pacific
|
27
|
|
|
20
|
|
|
7
|
|
|||
Total Clean Air Division
|
91
|
|
|
85
|
|
|
6
|
|
|||
Ride Performance Division
|
|
|
|
|
|
||||||
North America
|
35
|
|
|
30
|
|
|
5
|
|
|||
Europe, South America & India
|
8
|
|
|
16
|
|
|
(8
|
)
|
|||
Asia Pacific
|
10
|
|
|
7
|
|
|
3
|
|
|||
Total Ride Performance Division
|
53
|
|
|
53
|
|
|
—
|
|
|||
Other
|
(24
|
)
|
|
(25
|
)
|
|
1
|
|
|||
Total Tenneco Inc.
|
$
|
120
|
|
|
$
|
113
|
|
|
$
|
7
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
Clean Air Division
|
|
|
|
||||
Europe, South America & India
|
|
|
|
||||
Restructuring and related expenses
|
$
|
1
|
|
|
$
|
8
|
|
Asia Pacific
|
|
|
|
||||
Restructuring and related expenses
|
1
|
|
|
—
|
|
||
Total Clean Air Division
|
$
|
2
|
|
|
$
|
8
|
|
Ride Performance Division
|
|
|
|
||||
Europe, South America & India
|
|
|
|
||||
Restructuring and related expenses
|
3
|
|
|
2
|
|
||
Total Ride Performance Division
|
$
|
3
|
|
|
$
|
2
|
|
|
||||
|
Three Months Ended March 31,
|
|||
|
2015
|
|
2014
|
|
Clean Air Division
|
|
|
|
|
North America
|
8
|
%
|
|
8%
|
Europe, South America & India
|
2
|
%
|
|
2%
|
Asia Pacific
|
10
|
%
|
|
8%
|
Total Clean Air Division
|
6
|
%
|
|
6%
|
Ride Performance Division
|
|
|
|
|
North America
|
11
|
%
|
|
9%
|
Europe, South America & India
|
3
|
%
|
|
6%
|
Asia Pacific
|
18
|
%
|
|
13%
|
Total Ride Performance Division
|
9
|
%
|
|
8%
|
Total Tenneco Inc.
|
6
|
%
|
|
5%
|
|
December 31,
2014 Restructuring Reserve |
|
2015
Expenses |
|
2015
Cash Payments |
|
Impact of Exchange Rates
|
|
March 31, 2015
Restructuring Reserve |
||||
|
(Millions)
|
||||||||||||
Employee Severance, Termination Benefits and Other Related Costs
|
$
|
40
|
|
|
5
|
|
(8)
|
|
(4)
|
|
$
|
33
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
Cash provided (used) by:
|
|
|
|
||||
Operating activities
|
$
|
(50
|
)
|
|
$
|
(140
|
)
|
Investing activities
|
(78
|
)
|
|
(91
|
)
|
||
Financing activities
|
141
|
|
|
229
|
|
•
|
Future reversals of existing taxable temporary differences;
|
•
|
Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;
|
•
|
Tax-planning strategies; and
|
•
|
Taxable income in prior carryback years if carryback is permitted under the relevant tax law.
|
|
March 31, 2015
|
|
December 31, 2014
|
|
% Change
|
|||||
|
(Millions)
|
|||||||||
Short-term debt and maturities classified as current
|
$
|
132
|
|
|
$
|
60
|
|
|
120
|
%
|
Long-term debt
|
1,128
|
|
|
1,042
|
|
|
8
|
|
||
Total debt
|
1,260
|
|
|
1,102
|
|
|
14
|
|
||
Total redeemable noncontrolling interests
|
43
|
|
|
35
|
|
|
23
|
|
||
Total noncontrolling interests
|
48
|
|
|
41
|
|
|
17
|
|
||
Tenneco Inc. shareholders’ equity
|
474
|
|
|
497
|
|
|
(5
|
)
|
||
Total equity
|
522
|
|
|
538
|
|
|
(3
|
)
|
||
Total capitalization
|
$
|
1,825
|
|
|
$
|
1,675
|
|
|
9
|
%
|
|
|
||||
|
March 31, 2015
|
||||
|
Required
|
|
Actual
|
||
Leverage Ratio (maximum)
|
3.50
|
|
|
1.41
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
11.95
|
|
Pro forma Consolidated Leverage Ratio
|
Aggregate Senior
Note Maximum Amount |
||
|
(Millions)
|
||
Greater than or equal to 3.0x
|
$
|
20
|
|
Greater than or equal to 2.5x
|
$
|
100
|
|
Greater than or equal to 2.0x
|
$
|
200
|
|
Less than 2.0x
|
no limit
|
|
|
|
March 31, 2015
|
|
|
|
Notional Amount
in Foreign Currency
|
|
|
|
(Millions)
|
|
Australian dollars
|
—Purchase
|
1
|
|
British pounds
|
—Sell
|
(46
|
)
|
Canadian dollars
|
—Sell
|
(20
|
)
|
European euro
|
—Purchase
|
11
|
|
|
—Sell
|
(5
|
)
|
South African rand
|
—Purchase
|
138
|
|
Japanese yen
|
—Purchase
|
136
|
|
|
—Sell
|
(790
|
)
|
U.S. dollars
|
—Purchase
|
94
|
|
|
—Sell
|
(22
|
)
|
Other
|
—Purchase
|
1
|
|
Period
|
Total Number of
Shares Purchased |
|
Average
Price Paid |
|
Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Value of
Shares That May Yet be Purchased Under These Plans or Programs (Millions) |
||||||
January 2015
|
45,255
|
|
|
$
|
49.84
|
|
|
—
|
|
|
$
|
350
|
|
February 2015
|
17,538
|
|
|
$
|
57.12
|
|
|
16,000
|
|
|
349
|
|
|
March 2015
|
176,098
|
|
|
$
|
57.09
|
|
|
176,000
|
|
|
339
|
|
|
Total
|
238,891
|
|
|
$
|
55.72
|
|
|
192,000
|
|
|
$
|
339
|
|
TENNECO INC.
|
||
|
|
|
By:
|
|
/
S
/ K
ENNETH
R. T
RAMMELL
|
|
|
Kenneth R. Trammell
|
|
|
Executive Vice President and Chief Financial Officer
|
Exhibit
Number
|
|
Description
|
10.1
|
—
|
Offer Letter to Brian J. Kesseler dated January 6, 2015 (incorporated herein by reference to Exhibit 10.67 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12387).
|
|
|
|
10.2
|
—
|
Form of Restricted Stock Award for Brian J. Kesseler (January 2015 replacement grant) under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.71 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12387).
|
|
|
|
10.3
|
—
|
Amendment No.5 to Third Amended and Restated Receivables Purchase Agreement, dated as of March 20, 2015 (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K dated March 20, 2015, File No. 1-12387).
|
|
|
|
10.4
|
—
|
Amendment No. 6 to SLOT Receivables Purchase Agreement, dated as of March 20, 2015 (incorporated herein by reference to Exhibit 10.2 of the registrant's Current Report on Form 8-K dated March 20, 2015, File No. 1-12387).
|
|
|
|
*10.5
|
—
|
First Amendment to Amended and Restated Tenneco Inc. Excess Benefit Plan effective as of January 6, 2015 (adding Supplement for Brian J. Kesseler).
|
|
|
|
10.6
|
—
|
Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on form 8-K dated April 28, 2015, File No. 1-12387).
|
|
|
|
*12
|
—
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
*15.1
|
—
|
Letter of PricewaterhouseCoopers LLP regarding interim financial information.
|
|
|
|
*31.1
|
—
|
Certification of Gregg M. Sherrill under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*31.2
|
—
|
Certification of Kenneth R. Trammell under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*32.1
|
—
|
Certification of Gregg M. Sherrill and Kenneth R. Trammell under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
—
|
XBRL Instance Document.
|
|
|
|
*101.SCH
|
—
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
*101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
*101.DEF
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
*101.LAB
|
—
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
*101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
Application
|
C-1. This Supplement C to Tenneco Inc. Excess Benefit Plan shall apply as of January 6, 2015 to the benefits of Participant Brian J. Kesseler (“Kesseler”).
|
Definitions
|
C-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement C.
|
Employer Retirement
|
C-3. Kesseler’s benefits under Section 3.2 of the Plan shall be
|
Contributions
|
calculated in accordance with Section 3.2 of the Plan except as follows:
|
(a)
|
The Employer Bonus Contributions (as defined in Section 3.2(b) of the Plan) to which Kesseler shall be entitled for any Plan Year shall be calculated in accordance with Section 3.2(b) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Bonus Contributions shall be 3%.
|
(b)
|
The Employer Retirement Contributions (as defined in Section 3.2(c) of the Plan) to which Kesseler shall be entitled for any Plan Year shall be calculated in accordance with Section 3.2(c) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Retirement Contributions shall be 3%.
|
Other Terms of Plan
|
C-4. Except as otherwise provided in this Supplement C the terms and conditions of the Plan shall apply to Kesseler.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
Net income attributable to Tenneco Inc.
|
$
|
49
|
|
|
$
|
46
|
|
Add:
|
|
|
|
||||
Interest expense
|
16
|
|
|
19
|
|
||
Portion of rental representative of the interest factor
|
5
|
|
|
5
|
|
||
Income Tax Expense (Benefit)
|
41
|
|
|
40
|
|
||
Noncontrolling interests
|
14
|
|
|
8
|
|
||
Amortization of interest capitalized
|
1
|
|
|
1
|
|
||
Undistributed (earnings) losses of affiliated companies in which less
|
|
|
|
||||
than a 50% voting interest is owned
|
—
|
|
|
—
|
|
||
Earnings as defined
|
$
|
126
|
|
|
$
|
119
|
|
Interest expense
|
16
|
|
|
19
|
|
||
Interest capitalized
|
1
|
|
|
1
|
|
||
Portion of rentals representative of the interest factor
|
5
|
|
|
5
|
|
||
Fixed charges as defined
|
$
|
22
|
|
|
$
|
25
|
|
Ratio of earnings to fixed charges
|
5.73
|
|
|
4.76
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/
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GREGG M. SHERRILL
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Gregg M. Sherrill
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Tenneco Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/
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KENNETH R. TRAMMELL
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Kenneth R. Trammell
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/
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GREGG M. SHERRILL
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Gregg M. Sherrill
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Chief Executive Officer
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/s/
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KENNETH R. TRAMMELL
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Kenneth R. Trammell
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Chief Financial Officer
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