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8-K - TENNECO INC. 8-K - TENNECO INCa6811151.htm

Exhibit 99.1

Tenneco Reports Second Quarter Results

  • Highest-ever quarterly revenue of $1.888 billion, up 26% year-over-year
  • Record-high net income of $50 million, up from $40 million a year ago
  • Record-high EBIT of $113 million

LAKE FOREST, Ill.--(BUSINESS WIRE)--July 29, 2011--Tenneco Inc. (NYSE: TEN) reported second quarter net income of $50 million, or 81-cents per diluted share, versus net income of $40 million, or 66-cents per diluted share in second quarter 2010. Adjusted for the items below, net income was $50 million, or 81-cents per diluted share, compared with $38 million, or 62-cents per diluted share a year ago. The tables in this press release reconcile GAAP results to non-GAAP results.

EBIT (earnings before interest, taxes and noncontrolling interests) was $113 million, a 22% increase from $93 million in second quarter 2010. Adjusted EBIT improved to $115 million, versus $97 million a year ago, driven by higher OE volumes globally and the launch and ramp-up of higher-margin light and commercial vehicle business. The improvement was partially offset by previously announced higher year-over-year aftermarket customer changeover costs. Favorable currency had a $10 million year-over-year impact on EBIT.

EBITDA including noncontrolling interests (EBIT before depreciation and amortization) rose 14% to $167 million, compared with $146 million a year ago. Adjusted EBITDA including noncontrolling interests was $169 million, versus $149 million in second quarter 2010.

“We are making excellent progress on growing our businesses, particularly as we launch and ramp-up commercial vehicle emission control programs, which contributed to our record-high quarterly revenue and earnings,” said Gregg Sherrill, chairman and CEO, Tenneco. “We are also pleased with our robust growth in emerging markets including China, where we are investing to keep pace with expanding opportunities.”

Adjusted second quarter 2011 and 2010 results:

(millions except per share amounts)   Q2 2011   Q2 2010
    Net income       Net income  
attributable to attributable to
EBITDA* EBIT Tenneco Inc. Per Share EBITDA* EBIT Tenneco Inc. Per Share
Earnings Measures $ 167 $ 113 $ 50 $ 0.81 $ 146 $ 93 $ 40 $ 0.66
 
Adjustments (reflects non-GAAP measures):
Restructuring and related expenses 2 2 1 0.02 3 4 3 0.04
Costs related to refinancing - - - - - - 1 0.02
Net tax adjustments - - (1 ) (0.02 ) - - (6 ) (0.10 )
 
               
Non-GAAP earnings measures $ 169 $ 115 $ 50   $ 0.81   $ 149 $ 97 $ 38   $ 0.62  
 
* EBITDA including noncontrolling interests (EBIT before depreciation and amortization)
 

Second quarter 2011 adjustments:

  • Restructuring and related expenses of $2 million pre-tax, or 2-cents per diluted share;
  • Net tax benefit of $1 million, or 2-cents per diluted share, related to losses in certain foreign jurisdictions and adjustments to tax estimates, more than offset by the benefit of U.S. taxable income with no related tax expense due to the company’s net operating loss carryforward.

Second quarter 2010 adjustments:

  • Restructuring and related expenses of $4 million pre-tax, or 4-cents per diluted share;
  • Costs of $1 million pre-tax, or 2-cents per diluted share, related to debt refinancing;
  • Tax benefits of $6 million, or 10-cents per diluted share, related to income generated in lower tax rate jurisdictions as well as adjustments to tax estimates.

REVENUE

Total revenue in the quarter rose to $1.888 billion up 26% from $1.502 billion in second quarter 2010. Value-add revenue (revenue minus substrate pass thru sales) was $1.453 billion, a 21% increase versus $1.198 billion a year ago. Industry light vehicle production was up 2% year-over-year in Tenneco’s operating regions. The revenue increase was driven by higher OE light vehicle production volumes; the launch of new commercial vehicle emissions control business, which drove a 64% year-over-year increase in commercial and specialty OE revenue; and an increase in global aftermarket sales. The estimated revenue loss in the quarter due to the Japan earthquake was about $60 million. Revenue included $118 million in favorable currency.

EBIT MARGIN

Tenneco’s EBIT as a percent of revenue was 6.0% in the quarter compared with 6.2% a year ago. The comparison reflects an increase in substrate sales in the quarter to 23% of revenue, versus 20% the prior year. Consequently, EBIT as a percent of value-add revenue was 7.8% in the quarter, even with a year ago.

The company’s EBIT margins benefited from strong OE light vehicle volumes and the company’s strong position on top-selling vehicles, the ramp-up on commercial vehicle business and new light vehicle launches. Higher North America aftermarket sales also had a positive impact and the company invested in North America aftermarket growth this quarter, incurring changeover costs.  Headwinds this quarter were a mix shift in the Europe aftermarket, the timing on price recoveries in the Europe aftermarket and in South America, and industry production declines in Australia.

CASH

Cash generated from operations was $67 million, compared with $104 million a year ago. The demand for working capital to support higher revenue as well as the timing of accounts receivable collections drove the higher use of cash in the quarter.

The increase in capital expenditures to $47 million from $30 million a year ago reflects timing on investments to support future growth including new manufacturing facilities in China and preparing for new customer programs, particularly launching commercial vehicle emission control business in Europe and South America. The company still expects its capital expenditures to be in the range of $190 million to $210 million for full-year 2011.

In the second quarter, Tenneco announced plans to repurchase up to 400,000 shares of the company’s outstanding common stock to offset dilution from shares issued to employees in 2011. At quarter-end, the company has repurchased 270,500 shares on the open market for $10.5 million.


DEBT

Tenneco’s net debt was $1.133 billion at June 30, 2011, versus $1.108 billion a year ago.

The leverage ratio (net debt to adjusted LTM EBITDA including noncontrolling interests) was 2.0x, down from 2.3x at June 30, 2010.

OUTLOOK

According to IHS Automotive forecasts, industry light vehicle production in the third quarter is expected to increase year-over-year in the regions where Tenneco operates. Light vehicle production is expected to rise 6% in North America, 5% in Europe, 1% in China, 7% in South America and 3% in Australia. These forecasts include the initial recovery from the impact of the Japan earthquake as the supply chain returns to normal.

In addition to capitalizing on recovering light vehicle production volumes, the company is continuing to launch and ramp-up incremental commercial vehicle emission control business to help customers meet stricter diesel emissions standards for on-road and off-road vehicles. Tenneco is launching these diesel aftertreatment programs with 13 commercial vehicle and engine manufacturers globally including new programs that will launch in Europe and Brazil later this year.

“Tenneco’s growth drivers remain unchanged. Our revenue has outpaced industry growth rates due to our strong position on top-selling vehicles and the continued ramp-up of new light and commercial vehicle business. In addition, the North America aftermarket business continues to make solid contributions,” said Sherrill. “We are pleased with progress on our program launches and top-line growth. At the same time, we are focused on several areas to help improve our performance including price recoveries in the Europe aftermarket and South America businesses and continuing to adjust our operations in Australia to the market.”

SECOND QUARTER REPORTING SEGMENTS
 
NORTH AMERICA
 
      Q2 11  
Revenues
Excluding
Currency &
% Change vs. Substrate % Change vs.
(millions except percents) Q2 11 Revenues   Q2 10 Sales   Q2 10
North America Original Equipment
Ride Control $ 161 15% $ 159 13%
Emission Control 520   25% 274   16%
Total North America Original Equipment 681 22% 433 15%
 
North America Aftermarket
Ride Control 145 5% 143 4%
Emission Control 48   13% 48   12%
Total North America Aftermarket 193 7% 191 6%
 
Total North America $ 874 18% $ 624 12%
 

  • OE revenue, excluding currency and substrate sales, was up 15% versus a 3% industry light vehicle production decline on higher volumes across most of Tenneco’s platforms including increases on the Ford F-150 pick-up, Ford Focus, Chevrolet Equinox and the GM Sierra/Silverado and Tahoe/Yukon platform. Incremental revenue from commercial vehicle programs with Caterpillar and Navistar also contributed to the increase. The estimated North America revenue loss in the quarter due to the impact from the Japan earthquake was about $53 million.
  • Higher sales volumes in both product lines drove the increase in aftermarket revenue.
  • North America EBIT was up 24% to $62 million from $50 million a year ago on higher OE light vehicle volumes and aftermarket sales and the addition of new commercial vehicle business. The strong improvement was partially offset by the impact of lost revenue due to the Japan crisis, an increase in certain manufacturing and freight expenses and higher year-over-year customer changeover costs for the addition of new aftermarket customers. EBIT includes $4 million in currency transaction benefits this year compared to $2 million in transaction losses last year.
  • Adjusting for restructuring and related expenses, EBIT was $63 million, versus $53 million a year ago.

EUROPE, SOUTH AMERICA AND INDIA

 
      Q2 11  
Revenues
Excluding
Currency &
Q2 11 % Change vs. Substrate % Change vs.
(millions except percents) Revenues   Q2 10 Sales   Q2 10
Europe Original Equipment
Ride Control $ 151 32% 131 14%
Emission Control 385   44% 222   18%
Total Europe Original Equipment 536 40% 353 17%
 
Europe Aftermarket
Ride Control 70 25% 60 8%
Emission Control 44   8% 38   (7%)
Total Europe Aftermarket 114 18% 98 2%
 
South America & India 167 31% 128 13%
 
Total Europe, South America & India $ 817 35% $ 579 13%
 
  • The strong increase in Europe OE revenue, versus a 4% rise in industry light vehicle production, was due to strong volumes on key platforms including the VW Golf and Polo, Audi A6 and A1, Mercedes E-class, Opel Astra and Zafira, Ford Focus and Mercedes Sprinter. A rise in commercial and specialty revenue also contributed to the increase.
  • Europe aftermarket revenue, excluding currency, was impacted by a decline in emission control sales, almost completely offsetting ride control sales increases.
  • Total South America and India revenue was up with each region reporting higher OE and aftermarket revenues.
  • Europe, South America and India EBIT was $37 million, up 23% from $30 million a year ago. The stronger production environment with higher OE volumes in all three regions was partially offset by a Europe aftermarket mix shift toward Eastern Europe and the timing of price recoveries for material costs in the Europe aftermarket and for inflation-driven material and wage costs in South America. EBIT includes $3 million in favorable currency.
  • Adjusted EBIT was $38 million versus $31 million a year ago.
    • Second quarter 2011 and 2010 EBIT includes $1 million in restructuring and related expenses.

ASIA PACIFIC

 
      Q2 11  
Revenues
Excluding
Currency &
Q2 11 % Change vs. Substrate % Change vs.
(millions except percents) Revenues   Q2 10 Sales   Q2 10
Asia $ 155 29 % $ 124 32 %
 
Australia 42 11 % 32 (11 %)
           
Total Asia Pacific $ 197 25 % $ 156 21 %
 
  • The Asia revenue increase was driven by strong volumes in China, particularly on Audi, Ford and Nissan platforms. The estimated revenue loss in the quarter due to the impact from the Japan earthquake was about $7 million.
  • Australia revenue, excluding currency, was down due to the continued decline in industry production.
  • Asia Pacific EBIT improved to $14 million, versus $13 million a year ago, on strong volumes and operational performance in China. The strong China performance was almost entirely offset by the weak production environment in Australia as well as planned start-up costs related to the opening and ramping up of several new plants in China to meet a significant increase in market demand.

Attachment 1
Statements of Income – 3 Months
Statements of Income – 6 Months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 6 Months

Attachment 2
Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 3 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 3 Months
Reconciliation of GAAP Net Income to EBITDA including noncontrolling interests – 6 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 6 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 and 6 Months
Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted LTM EBITDA including noncontrolling interests
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 and 6 Months


CONFERENCE CALL

The company will host a conference call on Friday, July 29, 2011 at 9:00 a.m. ET. The dial-in number is 800 857-5157 (domestic) or 415 228-3914 (international). The passcode is TENNECO. The call and accompanying slides will be available on the financial section of the Tenneco web site at www.tenneco.com. A recording of the call will be available one hour following completion of the call on July 29, 2011 through August 29, 2011. To access this recording, dial 866 485-6429 (domestic) or 203 369-1628 (international). The purpose of the call is to discuss the company’s operations for the quarter, as well as other matters that may impact the company’s outlook. A copy of the press release is available on the financial and news sections of the Tenneco web site.

Tenneco is a $5.9 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 22,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco markets its products principally under the Monroe®, Walker®, Gillet™ and Clevite®Elastomer brand names.

This press release contains forward-looking statements. Words such as “may,” “expects,” “anticipate,” ”projects,” “will,” and “outlook” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are:
(i) general economic, business and market conditions;
(ii) the company’s ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices, including any impact on the company’s ability to source and procure such items and services due to supply disruptions caused by the recent earthquake and tsunami in Japan;
(iii) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases), the amount of the company's debt, the ability of the company to access capital markets at favorable rates, and the credit ratings of the company’s debt;
(iv) changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences to other lower margin vehicles, for which we may or may not have supply contracts;
(v) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products such as the significant production cuts during recent years by automotive manufacturers in response to difficult economic conditions;
(vi) the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by the company’s awarded book of business which is based on anticipated pricing for the applicable program over its life;
(vii) 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;
(viii) workforce factors such as strikes or labor interruptions;
(ix) increases in the costs of raw materials, including the company’s ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;
(x) the negative impact of higher fuel prices on transportation and logistics costs, raw material costs and discretionary purchases of vehicles or aftermarket products;
(xi) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector and longer product lives of automobile parts;
(xii) the company's continued success in cost reduction and cash management programs and its ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans;
(xiii) product warranty costs;
(xiv) the cost and outcome of existing and any future legal proceedings, and the impact of changes in and compliance with laws and regulations, including environmental laws and regulations and the adoption of the current mandated timelines for worldwide emissions regulations;
(xv) economic, exchange rate and political conditions in the countries where we operate or sell our products;
(xvi) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers and the market;
(xvii) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;
(xviii) changes in accounting estimates and assumptions, including changes based on additional information;
(xix) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals, as well as the impact of changes to and compliance with laws and regulations pertaining to environmental concerns, pensions or other regulated activities;
(xx) acts of war and/or terrorism as well as actions taken or to be taken by the United States or 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 the company operates; and
(xxi) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries.
The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-K for the year ended December 31, 2010.


 
ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

THREE MONTHS ENDED JUNE 30,
(Millions except per share amounts)
 
 
2011 2010
Net sales and operating revenues $ 1,888   $ 1,502  
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 1,565 (a) 1,222 (c)
Engineering, research and development 35 33
Selling, general and administrative 118 98
Depreciation and amortization of other intangibles   54     53   (c)
Total costs and expenses   1,772     1,406  
 
Loss on sale of receivables (2 ) (1 )
Other income (expense)   (1 )   (2 )
Total other income (expense)   (3 )   (3 )
 

Earnings before interest expense, income taxes, and noncontrolling interests

North America 62 (a) 50 (c)
Europe, South America & India 37 (a) 30 (c)
Asia Pacific   14     13  
113 93
Less:
Interest expense (net of interest capitalized) 26 32 (d)
Income tax expense   30   (b)   15   (e)
Net income 57 46
 
Less: Net income attributable to noncontrolling interests   7     6  
Net income attributable to Tenneco Inc. $ 50   $ 40  
 
 
Weighted average common shares outstanding:
Basic   60.0     59.1  
Diluted   61.8     61.0  
 
Earnings per share of common stock:
Basic $ 0.84   $ 0.68  
Diluted $ 0.81   $ 0.66  
 
 
(a) Includes restructuring and related charges of $2 million pre-tax, $1 million after tax or $0.02 per diluted share, which is recorded in cost of sales. Geographically, $1 million is recorded in North America and $1 million in Europe, South America and India.
 
(b) Includes net tax benefits of $1 million or $0.02 per diluted share related to losses in certain foreign jurisdictions and adjustments to tax estimates, more than offset by the benefit of U.S. taxable income with no related tax expense due to the company's net operating loss carryforward.
 
(c) Includes restructuring and related charges of $4 million pre-tax, $3 million after tax or $0.04 per diluted share. Of the adjustment $3 million is recorded in cost of sales and $1 million is recorded in depreciation. Geographically, $3 million is recorded in North America and $1 million in Europe, South America and India.
 
(d) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per share for costs related to refinancing activities.
 
(e) Includes tax benefits of $6 million or $0.10 per diluted share related to income generated in lower tax rate jurisdictions as well as adjustments to tax estimates.
 

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

SIX MONTHS ENDED JUNE 30,
(Millions except per share amounts)
 
 
2011 2010
Net sales and operating revenues $ 3,648   $ 2,818  
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 3,031 (a) 2,295 (d)
Engineering, research and development 70 60
Selling, general and administrative 227 198
Depreciation and amortization of other intangibles   105     108   (d)
Total costs and expenses   3,433     2,661  
 
Loss on sale of receivables (3 ) (2 )
Other income (expense)   (5 )   (3 )
Total other income (expense)   (8 )   (5 )
 

Earnings before interest expense, income taxes, and noncontrolling interests

North America 124 (a) 86 (d)
Europe, South America & India 61 (a) 42 (d)
Asia Pacific   22     24  
207 152
Less:
Interest expense (net of interest capitalized) 54 (b) 64 (e)
Income tax expense   44   (c)   30   (f)
Net income 109 58
 
Less: Net income attributable to noncontrolling interests   12     11  
Net income attributable to Tenneco Inc. $ 97   $ 47  
 
 
Weighted average common shares outstanding:
Basic   59.9     59.0  
Diluted   61.9     60.9  
 
Earnings per share of common stock:
Basic $ 1.62   $ 0.79  
Diluted $ 1.56   $ 0.77  
 
 
(a) Includes restructuring and related charges of $3 million pre-tax, $2 million after tax or $0.03 per diluted share, which is recorded in cost of sales. Geographically, $1 million is recorded in North America and $2 million in Europe, South America and India.
 
(b) Includes pre-tax expenses of $1 million, $1 million after tax or $0.01 per share for costs related to refinancing activities.
 
(c) Includes net tax benefits of $11 million or $0.16 per diluted share primarily related to U.S. taxable income with no associated tax expense due to the company's net operating loss carryforward and income generated in lower tax rate jurisdictions, partially offset by adjustments to prior years' tax estimated and the impact of recording a valuation allowance against the tax benefit for losses in certain foreign jurisdictions.
 
(d) Includes restructuring and related charges of $9 million pre-tax, $6 million after tax or $0.09 per diluted share. Of the adjustment $7 million is recorded in cost of sales and $2 million is recorded in depreciation. Geographically, $7 million is recorded in North America and $2 million in Europe, South America and India.
 
(e) Includes pre-tax expenses of $1 million, $1 million after tax or $0.02 per share for costs related to refinancing activities.
 
(f) Includes a net tax benefit of $1 million or $0.01 per diluted share related to income generated in lower tax rate jurisdictions as well as adjustments to tax estimates offset by the impact of not benefiting from U.S. and foreign tax losses.
 

ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Millions)
   
June 30, 2011 December 31, 2010
 
Assets
 
Cash and cash equivalents $ 161 $ 233
 
Receivables, net 1,136 (a) 826 (a)
 
Inventories 626 547
 
Other current assets 219 184
 
Investments and other assets 333 327
 
Plant, property, and equipment, net   1,083   1,050  
 
Total assets $ 3,558 $ 3,167  
 
 
 
 
Liabilities and Shareholders' Equity
 
Short-term debt $ 67 $ 63
 
Accounts payable 1,208 1,048
 
Accrued taxes 55 51
 
Accrued interest 13 13
 
Other current liabilities 327 293
 
Long-term debt 1,227 (b) 1,160 (b)
 
Deferred income taxes 58 56
 
Deferred credits and other liabilities 418 436
 
Redeemable noncontrolling interests 10 12
 
Tenneco Inc. shareholders' equity 140 (4 )
 
Noncontrolling interests   35   39  
 

 

Total liabilities, redeemable noncontrolling interests and shareholders' equity

$ 3,558 $ 3,167  
 
 
 
June 30, 2011 December 31, 2010
(a) Accounts Receivables net of:
Europe - Accounts receivables securitization programs $ 136 $ 91
 
June 30, 2011 December 31, 2010
(b) Long term debt composed of:
Borrowings against revolving credit facilities $ 85 $ -
Term loan B (Due 2016) 149 149
8.625% subordinated notes (Redeemed January 7, 2011) - 20
8.125% senior notes (Due 2015) 250 250
7.75% senior notes (Due 2018) 225 225
6.875% senior notes (Due 2020) 500 500
Other long term debt 18 16
   
$ 1,227 $ 1,160  
 

ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
   
 
 
Three Months Ended
June 30,
2011 2010
 
Operating activities:
Net income $ 57 $ 46

Adjustments to reconcile net income to net cash provided by operating activities -

Depreciation and amortization of other intangibles 54 53
Stock-based compensation 2 2
Deferred income taxes - 5
Loss on sale of assets 1 1
Changes in components of working capital-
(Inc.)/dec. in receivables (39 ) (102 )
(Inc.)/dec. in inventories 17 (27 )
(Inc.)/dec. in prepayments and other current assets (9 ) 9
Inc./(dec.) in payables (5 ) 112
Inc./(dec.) in accrued taxes (8 ) (6 )
Inc./(dec.) in accrued interest (8 ) (8 )
Inc./(dec.) in other current liabilities 16 25
Changes in long-term assets - 2
Changes in long-term liabilities (9 ) (10 )
Other   (2 )   2  
Net cash provided by operating activities 67 104
 
Investing activities:
Cash payments for plant, property & equipment (49 ) (34 )
Cash payments for software-related intangible assets (3 ) (6 )
Investments and other   -     1  
Net cash used by investing activities   (52 )   (39 )
 
Financing activities:
Purchase of common stock under the share repurchase program (11 ) -
Issuance of long-term debt 4 155
Debt issuance costs on long-term debt (1 ) (9 )
Retirement of long-term debt (1 ) (129 )
Net inc./(dec.) in bank overdrafts 1 3

Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on long-term debt and short-term borrowings secured by accounts receivable

41 18
Net inc./(dec.) in short-term borrowings secured by accounts receivable (82 ) (126 )
Capital contribution from noncontrolling interest partner 1 -
Distribution to noncontrolling interest partners   (10 )   (10 )
Net cash used by financing activities   (58 )   (98 )
 

Effect of foreign exchange rate changes on cash and cash equivalents

  5     (14 )
 
Decrease in cash and cash equivalents (38 ) (47 )
Cash and cash equivalents, April 1   199     193  
Cash and cash equivalents, June 30 $ 161   $ 146  
 
Supplemental Cash Flow Information
Cash paid during the period for interest $ 34 $ 39
Cash paid during the period for income taxes (net of refunds) 23 16
 
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment $ 22 $ 11
 

ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
   
 
 
Six Months Ended
June 30,
2011 2010
 
Operating activities:
Net income $ 109 $ 58

Adjustments to reconcile net income to net cash provided (used) by operating activities -

Depreciation and amortization of other intangibles 105 108
Stock-based compensation 4 5
Deferred income taxes (5 ) 2
Loss on sale of assets 1 3
Changes in components of working capital-
(Inc.)/dec. in receivables (290 ) (293 )
(Inc.)/dec. in inventories (60 ) (71 )
(Inc.)/dec. in prepayments and other current assets (24 ) 2
Inc./(dec.) in payables 134 232
Inc./(dec.) in accrued taxes - 1
Inc./(dec.) in accrued interest - 1
Inc./(dec.) in other current liabilities 17 19
Changes in long-term assets (3 ) 1
Changes in long-term liabilities (21 ) (21 )
Other   (3 )   -  
Net cash provided (used) by operating activities (36 ) 47
 
Investing activities:
Proceeds from sale of assets 4 1
Cash payments for plant, property & equipment (95 ) (72 )
Cash payments for software-related intangible assets (6 ) (8 )
Investments and other   -     2  
Net cash used by investing activities   (97 )   (77 )
 
Financing activities:
Purchase of common stock under the share repurchase program (11 ) -
Issuance of long-term debt 4 155
Debt issuance costs on long-term debt (1 ) (9 )
Retirement of long-term debt (23 ) (137 )
Net inc./(dec.) in bank overdrafts 8 2

Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on long-term debt

88 20
Capital contribution from noncontrolling interest partner 1 -
Distribution to noncontrolling interest partners   (10 )   (11 )
Net cash provided by financing activities   56     20  
 

Effect of foreign exchange rate changes on cash and cash equivalents

  5     (11 )
 
Decrease in cash and cash equivalents (72 ) (21 )
Cash and cash equivalents, January 1   233     167  
Cash and cash equivalents, June 30 $ 161   $ 146  
 
Supplemental Cash Flow Information
Cash paid during the period for interest $ 53 $ 61
Cash paid during the period for income taxes (net of refunds) 33 24
 
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment $ 22 $ 11
 

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA INCLUDING NONCONTROLLING INTERESTS (2)

Unaudited

(Millions)
       
 
Q2 2011
North Europe, Asia
America SA & India Pacific Total
Net income attributable to Tenneco Inc. $ 50
 
Net income attributable to noncontrolling interests   7
 
Net income 57
 
Income tax expense 30
 
Interest expense (net of interest capitalized)   26
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 62 $ 37 $ 14 113
 
Depreciation and amortization of other intangibles   24   24   6   54
 
Total EBITDA including noncontrolling interests (2) $ 86 $ 61 $ 20 $ 167
 
 
Q2 2010
North Europe, Asia
America SA & India Pacific Total
Net income attributable to Tenneco Inc. $ 40
 
Net income attributable to noncontrolling interests   6
 
Net income 46
 
Income tax expense 15
 
Interest expense (net of interest capitalized)   32
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 50 $ 30 $ 13 93
 
Depreciation and amortization of other intangibles   27   21   5   53
 
Total EBITDA including noncontrolling interests (2) $ 77 $ 51 $ 18 $ 146
 
(1) Generally Accepted Accounting Principles
 

(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 generally accepted accounting principles.  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 our 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.

 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)

Unaudited

(Millions except per share amounts)
               
 
Q2 2011 Q2 2010
Net income Net income
attributable to attributable to

EBITDA (3)

  EBIT Tenneco Inc.   Per Share  

EBITDA (3)

  EBIT Tenneco Inc.   Per Share
Earnings Measures $ 167 $ 113 $ 50 $ 0.81 $ 146 $ 93 $ 40 $ 0.66
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 2 2 1 0.02 3 4 3 0.04
Costs related to refinancing - - - - - - 1 0.02
Net tax adjustments - - (1 ) (0.02 ) - - (6 ) (0.10 )
               
Non-GAAP earnings measures $ 169 $ 115 $ 50   $ 0.81   $ 149 $ 97 $ 38   $ 0.62  
 
 
Q2 2011
North Europe, Asia
America   SA & India   Pacific Total
EBIT $ 62 $ 37 $ 14 $ 113
Restructuring and related expenses   1   1   -     2  
Adjusted EBIT $ 63 $ 38 $ 14   $ 115  
 
 
Q2 2010
North Europe, Asia
America   SA & India   Pacific Total
EBIT $ 50 30 $ 13 $ 93
Restructuring and related expenses   3   1   -     4  
Adjusted EBIT $ 53 $ 31 $ 13   $ 97  
 

 

(1) Generally Accepted Accounting Principles
 

(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results for the second quarters of 2011 and 2010 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 generally accepted accounting principles.  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 our 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.

 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP(1) NET INCOME TO EBITDA INCLUDING NONCONTROLLING INTERESTS (2)

Unaudited

(Millions)
       
 
YTD 2011
North Europe, Asia
America SA & India Pacific Total
Net income attributable to Tenneco Inc. $ 97
 
Net income attributable to noncontrolling interests   12
 
Net income 109
 
Income tax expense 44
 
Interest expense (net of interest capitalized)   54
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 124 $ 61 $ 22 207
 
Depreciation and amortization of other intangibles   47   46   12   105
 
Total EBITDA including noncontrolling interests (2) $ 171 $ 107 $ 34 $ 312
 
 
YTD 2010
North Europe, Asia
America SA & India Pacific Total
Net income attributable to Tenneco Inc. $ 47
 
Net income attributable to noncontrolling interests   11
 
Net income 58
 
Income tax expense 30
 
Interest expense (net of interest capitalized)   64
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) $ 86 $ 42 $ 24 152
 
Depreciation and amortization of other intangibles   55   43   10   108
 
Total EBITDA including noncontrolling interests (2) $ 141 $ 85 $ 34 $ 260
 
 
 
(1) Generally Accepted Accounting Principles
 

(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 generally accepted accounting principles.  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 our 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.

 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP(1) TO NON-GAAP EARNINGS MEASURES(2)

Unaudited

(Millions except per share amounts)
               
 
YTD 2011 YTD 2010
Net income Net income
attributable to attributable to

EBITDA (3)

EBIT Tenneco Inc. Per Share  

EBITDA (3)

EBIT Tenneco Inc. Per Share
Earnings Measures $ 312 $ 207 $ 97 $ 1.56 $ 260 $ 152 $ 47 $ 0.77
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 3 3 2 0.03 7 9 6 0.09
Costs related to refinancing - - 1 0.01 - - 1 0.02
Net tax adjustments - - (11 ) (0.16 ) - - (1 ) (0.01 )
               
Non-GAAP earnings measures $ 315 $ 210 $ 89   $ 1.44   $ 267 $ 161 $ 53   $ 0.87  
 
 
YTD 2011
North Europe, Asia
America SA & India Pacific Total
EBIT $ 124 $ 61 $ 22 $ 207
Restructuring and related expenses   1   2   -     3  
Adjusted EBIT $ 125 $ 63 $ 22   $ 210  
 
 
YTD 2010
North Europe, Asia
America SA & India Pacific Total
EBIT $ 86 42 $ 24 $ 152
Restructuring and related expenses   7   2   -     9  
Adjusted EBIT $ 93 $ 44 $ 24   $ 161  
 
 
(1) Generally Accepted Accounting Principles
 

(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results for the first six months of 2011 and 2010 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 generally accepted accounting principles.  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 our 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.

 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP (1) REVENUE TO NON-GAAP REVENUE MEASURES (2)

Unaudited

(Millions)
         
Q2 2011
Substrate Revenues
Sales Excluding
Revenues Excluding Currency
Currency Excluding Currency and Substrate
Revenues Impact Currency Impact Sales
North America Original Equipment
Ride Control $ 161 $ 2 $ 159 $ - $ 159
Emission Control   520   -   520   246   274
Total North America Original Equipment 681 2 679 246 433
 
North America Aftermarket
Ride Control 145 2 143 - 143
Emission Control   48   -   48   -   48
Total North America Aftermarket 193 2 191 - 191
 
Total North America 874 4 870 246 624
 
Europe Original Equipment
Ride Control 151 20 131 - 131
Emission Control   385   51   334   112   222
Total Europe Original Equipment 536 71 465 112 353
 
Europe Aftermarket
Ride Control 70 10 60 - 60
Emission Control   44   6   38   -   38
Total Europe Aftermarket 114 16 98 - 98
 
South America & India 167 11 156 28 128
 
Total Europe, South America & India 817 98 719 140 579
 
Asia 155 8 147 23 124
 
Australia   42   8   34   2   32
 
Total Asia Pacific 197 16 181 25 156
 
Total Tenneco Inc. $ 1,888 $ 118 $ 1,770 $ 411 $ 1,359
 
 
Q2 2010
Substrate Revenues
Sales Excluding
Revenues Excluding Currency
Currency Excluding Currency and Substrate
Revenues Impact Currency Impact Sales
North America Original Equipment
Ride Control $ 140 $ - $ 140 $ - $ 140
Emission Control   417   -   417   181   236
Total North America Original Equipment 557 - 557 181 376
 
North America Aftermarket
Ride Control 138 - 138 - 138
Emission Control   43   -   43   -   43
Total North America Aftermarket 181 - 181 - 181
 
Total North America 738 - 738 181 557
 
Europe Original Equipment
Ride Control 114 - 114 - 114
Emission Control   266   -   266   79   187
Total Europe Original Equipment 380 - 380 79 301
 
Europe Aftermarket
Ride Control 56 - 56 - 56
Emission Control   41   -   41   -   41
Total Europe Aftermarket 97 - 97 - 97
 
South America & India 129 - 129 14 115
 
Total Europe, South America & India 606 - 606 93 513
 
Asia 121 - 121 27 94
 
Australia   37   -   37   3   34
 
Total Asia Pacific 158 - 158 30 128
 
Total Tenneco Inc. $ 1,502 $ - $ 1,502 $ 304 $ 1,198
 
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect the trend in the company's sales, in various product lines and geographical regions, 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 2011
Substrate Revenues
Sales Excluding
Revenues Excluding Currency
Currency Excluding Currency and Substrate
Revenues Impact Currency Impact Sales
North America Original Equipment
Ride Control $ 313 $ 4 $ 309 $ - $ 309
Emission Control   1,046   -   1,046   495   551
Total North America Original Equipment 1,359 4 1,355 495 860
 
North America Aftermarket
Ride Control 272 3 269 - 269
Emission Control   94   1   93   -   93
Total North America Aftermarket 366 4 362 - 362
 
Total North America 1,725 8 1,717 495 1,222
 
Europe Original Equipment
Ride Control 290 23 267 - 267
Emission Control   761   67   694   234   460
Total Europe Original Equipment 1,051 90 961 234 727
 
Europe Aftermarket
Ride Control 114 11 103 - 103
Emission Control   74   7   67   -   67
Total Europe Aftermarket 188 18 170 - 170
 
South America & India 319 18 301 53 248
 
Total Europe, South America & India 1,558 126 1,432 287 1,145
 
Asia 286 13 273 43 230
 
Australia   79   13   66   5   61
 
Total Asia Pacific 365 26 339 48 291
 
Total Tenneco Inc. $ 3,648 $ 160 $ 3,488 $ 830 $ 2,658
 
 
YTD 2010
Substrate Revenues
Sales Excluding
Revenues Excluding Currency
Currency Excluding Currency and Substrate
Revenues Impact Currency Impact Sales
North America Original Equipment
Ride Control $ 268 $ - $ 268 $ - $ 268
Emission Control   743   -   743   316   427
Total North America Original Equipment 1,011 - 1,011 316 695
 
North America Aftermarket
Ride Control 251 - 251 - 251
Emission Control   81   -   81   -   81
Total North America Aftermarket 332 - 332 - 332
 
Total North America 1,343 - 1,343 316 1,027
 
Europe Original Equipment
Ride Control 230 - 230 - 230
Emission Control   535   -   535   165   370
Total Europe Original Equipment 765 - 765 165 600
 
Europe Aftermarket
Ride Control 95 - 95 - 95
Emission Control   68   -   68   -   68
Total Europe Aftermarket 163 - 163 - 163
 
South America & India 239 - 239 27 212
 
Total Europe, South America & India 1,167 - 1,167 192 975
 
Asia 232 - 232 52 180
 
Australia   76   -   76   5   71
 
Total Asia Pacific 308 - 308 57 251
 
Total Tenneco Inc. $ 2,818 $ - $ 2,818 $ 565 $ 2,253
 
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect the trend in the company's sales, in various product lines and geographical regions, 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 IC.
RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES

Unaudited

(Millions except percents)
       
Q2 2011 vs. Q2 2010 $ Change and % Change Increase (Decrease)
Revenues
Excluding
Currency and
Substrate
Revenues % Change Sales % Change
North America Original Equipment
Ride Control $ 21 15 % $ 19 13 %
Emission Control   103 25 %   38   16 %
Total North America Original Equipment 124 22 % 57 15 %
 
North America Aftermarket
Ride Control 7 5 % 5 4 %
Emission Control   5 13 %   5   12 %
Total North America Aftermarket 12 7 % 10 6 %
 
Total North America 136 18 % 67 12 %
 
Europe Original Equipment
Ride Control 37 32 % 17 14 %
Emission Control   119 44 %   35   18 %
Total Europe Original Equipment 156 40 % 52 17 %
 
Europe Aftermarket
Ride Control 14 25 % 4 8 %
Emission Control   3 8 %   (3 ) (7 %)
Total Europe Aftermarket 17 18 % 1 2 %
 
South America & India 38 31 % 13 13 %
 
Total Europe, South America & India 211 35 % 66 13 %
 
Asia 34 29 % 30 32 %
 
Australia 5 11 % (2 ) (11 %)
       
Total Asia Pacific 39 25 % 28 21 %
 
Total Tenneco Inc. $ 386 26 % $ 161   13 %
 
 
 
YTD Q2 2011 vs. YTD Q2 2010 $ Change and % Change Increase (Decrease)
Revenues
Excluding
Currency and
Substrate
Revenues % Change Sales % Change
North America Original Equipment
Ride Control $ 45 17 % $ 41 15 %
Emission Control   303 41 %   124   29 %
Total North America Original Equipment 348 34 % 165 24 %
 
North America Aftermarket
Ride Control 21 8 % 18 7 %
Emission Control   13 16 %   12   14 %
Total North America Aftermarket 34 10 % 30 9 %
 
Total North America 382 28 % 195 19 %
 
Europe Original Equipment
Ride Control 60 26 % 37 16 %
Emission Control   226 42 %   90   24 %
Total Europe Original Equipment 286 37 % 127 21 %
 
Europe Aftermarket
Ride Control 19 20 % 8 9 %
Emission Control   6 9 %   (1 ) (1 %)
Total Europe Aftermarket 25 16 % 7 4 %
 
South America & India 80 34 % 36 17 %
 
Total Europe, South America & India 391 34 % 170 17 %
 
Asia 54 23 % 50 28 %
 
Australia 3 3 % (10 ) (14 %)
       
Total Asia Pacific 57 18 % 40 16 %
 
Total Tenneco Inc. $ 830 29 % $ 405   18 %
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF NON-GAAP MEASURES
Debt net of cash / Adjusted LTM EBITDA including noncontrolling interests

Unaudited

(Millions except ratios)
         
Quarter Ended June 30,
 
2011 2010
 
Total debt $ 1,294 $ 1,254
 
Cash and cash equivalents 161 146
   
Debt net of cash balances (1) $ 1,133 $ 1,108
 
 
Adjusted LTM EBITDA including noncontrolling interests (2) (3) $ 565 $ 482
 
Ratio of debt net of cash balances to adjusted LTM EBITDA including noncontrolling interests (4) 2.0x 2.3x
 
 
 
 
Q3 10 Q4 10 Q1 11 Q2 11 Q2 11 LTM
 
Net income (loss) attributable to Tenneco Inc. $ 10 $ (18 ) $ 47 $ 50 $ 89
 
Net income attributable to noncontrolling interests 6 7 5 7 25
 
Income tax expense 15 24 14 30 83
 
Interest expense (net of interest capitalized) 36 49 28 26 139
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 67 62 94 113 336
 
Depreciation and amortization of other intangibles 55 53 51 54 213
 
Total EBITDA including noncontrolling interests (2) 122 115 145 167 549
 
Restructuring and related expenses 3 4 1 2 10
 
Pension charges (5) 4 2 - - 6
         
Total Adjusted EBITDA including noncontrolling interest (3) $ 129   $ 121   $ 146 $ 169 $ 565
 
 
Q3 09 Q4 09 Q1 10 Q2 10 Q2 10 LTM
 
Net income (loss) attributable to Tenneco Inc. $ (8 ) $ 17 $ 7 $ 40 $ 56
 
Net income attributable to noncontrolling interests 4 9 5 6 24
 
Income tax expense (benefit) 4 (5 ) 15 15 29
 
Interest expense (net of interest capitalized) 35 32 32 32 131
 
EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure) 35 53 59 93 240
 
Depreciation and amortization of other intangibles 55 59 55 53 222
 
Total EBITDA including noncontrolling interests (2) 90 112 114 146 462
 
Restructuring and related expenses 11 2 4 3 20
         
Total Adjusted EBITDA including noncontrolling interest (3) $ 101   $ 114   $ 118 $ 149 $ 482
 
(1) Tenneco presents debt net of 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 generally accepted accounting principles.  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 our 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 cash to annual 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, annual adjusted EBITDA including noncontrolling interests is used as an indicator of the company's performance and debt net of cash is presented as an indicator of our credit position and progress toward reducing our 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 cash, EBITDA including noncontrolling interests and adjusted EBITDA including noncontrolling interests.
 
(5) Includes charges related to an actuarial loss for a lump-sum pension payments.
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP (1) REVENUE AND EARNINGS TO NON-GAAP REVENUE AND EARNINGS MEASURES (2)

Unaudited

(Millions except per share amounts)
               
 
Q2 2011 Q2 2010
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total
Net Sales and operating revenues $ 874 $ 817 $ 197 $ 1,888 $ 738 $ 606 $ 158 $ 1,502
 
Less: Substrate sales 246 162 27 435 181 93 30 304
               
Value-add revenues 628 655 170 1,453 557 513 128 1,198
 
EBIT 62 37 14 113 $ 50 $ 30 $ 13 $ 93
 
EBIT as a % of Value-add revenue 9.9 % 5.6 % 8.2 % 7.8 % 9.0 % 5.8 % 10.2 % 7.8 %
 
YTD 2011 YTD 2010
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total
Net Sales and operating revenues $ 1,725 1,558 $ 365 $ 3,648 $ 1,343 1,167 $ 308 $ 2,818
 
Less: Substrate sales 495 312 51 858 316 192 57 565
               
Value-add revenues 1,230 1,246 314 2,790 1,027 975 251 2,253
 
EBIT 124 61 22 207 $ 86 $ 42 $ 24 $ 152
 
EBIT as a % of Value-add revenue 10.1 % 4.9 % 7.0 % 7.4 % 8.4 % 4.3 % 9.6 % 6.7 %
 
(1) Generally Accepted Accounting Principles
 

(2) Tenneco presents the above reconciliation of revenues in order to reflect 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 EBIT as a percent of value-add revenue assists investors in evaluating our company's operational performance without the impact of such substrate sales.

 

CONTACT:
Tenneco Inc.
Investor relations
Linae Golla, 847 482-5162
lgolla@tenneco.com
or
Media relations
Jane Ostrander, 847 482-5607
jostrander@tenneco.com