Tenneco Reports Third Quarter Results

  • Record-high third quarter revenue
  • Record-high third quarter EBIT before restructuring charges

Business Wire

LAKE FOREST, Ill.--(BUSINESS WIRE)--

Tenneco Inc. (TEN) reported third quarter net income of $12 million, or 19-cents per diluted share, which includes $59 million in restructuring expense. Third quarter 2012 net income was $125 million, or $2.05 per diluted share. On an adjusted basis, net income rose to $62 million, or 99-cents per diluted share, from $52 million or 85-cents per diluted share a year ago.

Revenue

Total revenue was $1.963 billion, up 10% from the prior year on higher revenues in all segments. Clean Air revenue increased 12% to $1.328 billion and Ride Performance revenue was up 7% to $635 million. Total value-add revenue (revenue excluding substrate sales) was $1.532 billion, a 10% increase versus a year ago.

Global OE light vehicle revenue increased 10% to $1.394 billion, versus an overall 5% increase in global industry light vehicle production in the third quarter. OE commercial and specialty vehicle revenue increased 28% year-over-year to $236 million, and global aftermarket revenue was up 3% to $333 million.

“Our results demonstrate the strength and balance of our operations across end markets, regions, customers and product lines as we delivered record high third quarter revenue and adjusted EBIT, resulting in year-over-year margin improvement in both product lines,” said Gregg Sherrill, chairman and CEO, Tenneco. “Our teams are executing well on plans for top-line growth while continuing to drive profitability with excellent operational performance.”

EBIT

EBIT (earnings before interest, taxes and noncontrolling interests) was $72 million, versus $111 million in third quarter 2012. Adjusted EBIT was $130 million, up 15% from $113 million a year ago. The year-over-year comparison includes $6 million in negative currency.

The higher adjusted EBIT reflects year-over-year improvement in both product divisions with Clean Air increasing 22% and Ride Performance up 20%. The improvement was driven by new light vehicle platforms and stronger volumes, higher year-over-year commercial vehicle revenue and higher aftermarket sales.

Adjusted third quarter 2013 and 2012 results

               
(millions except per share amounts) Q3 2013 Q3 2012
  Net income Net income
attributable to attributable to
EBITDA* EBIT Tenneco Inc. Per Share EBITDA* EBIT Tenneco Inc. Per Share
Earnings Measures $ 123 $ 72 $ 12 $ 0.19 $ 160 $ 111 $ 125 $ 2.05
 
Adjustments (reflects non-GAAP measures):
 
Restructuring and related expenses 58 58 59 0.95 7 7 4 0.07
 
Pullman recoveries - - - - (5 ) (5 ) (3 ) (0.05 )
 
Net tax adjustments - - (9 ) (0.15 ) - - (74 ) (1.22 )
               
Non-GAAP earnings measures $ 181 $ 130 $ 62   $ 0.99   $ 162   $ 113   $ 52   $ 0.85  
 
* EBITDA including noncontrolling interests (EBIT before depreciation and amortization)
In addition to the items set forth above, the tables at the end of this press release reconcile GAAP to non-GAAP results.
 

Third quarter 2013 adjustments:

  • Restructuring and related expenses of $58 million pre-tax, or 95-cents per diluted share;
  • Net tax benefits of $9 million, or 15-cents per diluted share for tax adjustments to prior year estimates.

Third quarter 2012 adjustments:

  • Restructuring and related expenses of $7 million pre-tax, or 7-cents per diluted share;
  • EBIT benefit of $5 million, or 5-cents per diluted share, from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996;
  • Net tax benefit of $74 million, or $1.22 per diluted share, primarily related to the reversal of the tax valuation allowance on the company’s U.S. net operating loss position and recording a tax valuation allowance in Spain for tax credits that may not be utilized due to tax losses there.

EBIT Margin

Tenneco capitalized on new light vehicle launches and stronger volumes globally, a year-over-year increase in commercial vehicle revenue and continuous operational improvement to deliver a 40 basis point increase in adjusted EBIT as a percent of value-add revenue.

The company reported the following EBIT as a percent of revenue and EBIT as a percent of value-add revenue.

     

Q3 2013

Q3 2012

 
EBIT as a percent of revenue 3.7% 6.2%
EBIT as a percent of value-add revenue 4.7% 8.0%
 
Adjusted EBIT as a percent of revenue 6.6% 6.4%
Adjusted EBIT as a percent of value-add revenue 8.5% 8.1%
 

Cash

Cash generated by operations in the third quarter was $50 million, versus $125 million a year ago. Increased working capital investments on higher revenues and timing on collecting certain receivables accounted for the decrease this quarter.

Capital expenditures in the quarter were $57 million, versus $65 million a year ago, primarily to support Clean Air programs in North America, Europe and China. The company now expects, due to the timing of expenditures, that its capital spending will be about $250 million for the full year.

Taxes

The year-to-date tax rate is 36% and for the full year, the company still expects a tax rate in the range of 36% to 38%. 2013 cash taxes are expected to be approximately $110 million.

Restructuring

During the quarter, Tenneco announced specific actions that are part of its broader initiative announced earlier this year to reduce structural costs in Europe by $60 million annually with related restructuring costs of approximately $120 million. The company has now announced $80 million of these costs. Tenneco is still on plan to reach a full savings run rate in 2016.

Fourth Quarter Outlook

In the fourth quarter, IHS Automotive forecasts a 3% increase in global light vehicle production versus a year ago, which includes a 6% increase in North America and an 8% increase in China. Industry production is expected to decline 5%* in South America and 11% in India. Estimates for Europe indicate that production will be about even with last year.

Tenneco’s outlook for its commercial vehicle business remains unchanged from last quarter with strong year-over-year revenue growth expected in the fourth quarter and for the full year, despite continuing weakness in commercial vehicle volumes overall. The company expects its fourth quarter commercial and specialty revenue to be about even with the third quarter and full year commercial vehicle revenue to be toward the lower end of the company’s 2013 revenue guidance.

In the fourth quarter, the global aftermarket is expected to be relatively flat with last year with solid contributions from North America and continued stabilization in Europe.

“Tenneco is well-positioned to finish the year strong by capitalizing on a stronger global light vehicle production environment, launching new light vehicle programs and continuing to deliver year-over-year commercial vehicle revenue growth,” said Sherrill. “In addition, we are focused on launching new commercial vehicle programs to meet U.S. Tier 4 final and Europe Stage 4 off-road emissions regulations, which will drive higher content and incremental revenue growth in 2014.”

*IHS, Sindipecas and Tenneco estimates

Attachment 1
Statements of Income – 3 Months
Statements of Income – 9 Months
Balance Sheets
Statements of Cash Flows – 3 Months
Statements of Cash Flows – 9 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 – 9 Months
Reconciliation of GAAP to Non-GAAP Earnings Measures – 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 9 Months
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – 3 Months and 9 Months
Reconciliation of Non-GAAP Measures – Debt Net of Cash/Adjusted LTM EBITDA including noncontrolling interests
Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures – Original Equipment and Aftermarket Revenue – 3 Months and 9 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 3 Months
Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures – 9 Months

CONFERENCE CALL

The company will host a conference call on Monday, October 28, 2013 at 8:30 a.m. ET. The dial-in number is 877-918-6718 (domestic) or 415-228-3901 (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 October 28, 2013, through November 28, 2013. To access this recording, dial 866-360-3307 (domestic) or 203-369-0162 (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 $7.4 billion global manufacturing company with headquarters in Lake Forest, Illinois and approximately 25,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of clean air and ride performance products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco’s principal brand names are Monroe®, Walker®, XNOx™ and Clevite®Elastomer.

This press release contains forward-looking statements. Words such as “may,” “expects,” “anticipate,” ”projects,” “will,” “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;
(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 the company’s ability to have our products included on top selling vehicles, including any shifts in consumer preferences to lower margin vehicles, for which we may or may not have supply arrangements;
(v) changes in automotive and commercial vehicle 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 and volumes over the life of the applicable program;
(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 or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;
(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;
(xv) the failure or breach of our information technology systems and the consequences that such failure or breach may have to our business;
(xvi) economic, exchange rate and political conditions in the countries where we operate or sell our products;
(xvii) 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;
(xviii) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;
(xix) changes in accounting estimates and assumptions, including changes based on additional information;
(xx) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals, as well as the impact of the enforcement of, changes to or compliance with laws and regulations, including those pertaining to environmental concerns, pensions or other regulated activities;
(xxi) natural disasters, acts of war and/or terrorism and the impact of these occurrences or acts on economic, financial, industrial and social condition, including, without limitation, with respect to supply chains and customer demand in the countries where the company operates; and
(xxii) 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, 2012.

 
ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

THREE MONTHS ENDED SEPTEMBER 30,
(Millions except per share amounts)
 
2013 2012
Net sales and operating revenues
Clean Air Division - Value-add revenues $ 897 $ 799
Clean Air Division - Substrate sales 431 386
Ride Performance Division - Value-add revenues   635     593  
$ 1,963 $ 1,778
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 1,691 (a) 1,494 (c)
Engineering, research and development 35 28
Selling, general and administrative 112 (a) 94 (c) (d)
Depreciation and amortization of other intangibles   51     49  
Total costs and expenses   1,889     1,665  
 
Loss on sale of receivables (1 ) (1 )
Other income (expense)   (1 ) (a)   (1 )
Total other income (expense)   (2 )   (2 )
 
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division 95 (a) 75 (c)
Ride Performance Division (2 ) (a) 48 (c) (d)
Other   (21 )   (12 )
72 111
 
Interest expense (net of interest capitalized)   20     21  
Earnings before income taxes and noncontrolling interests 52 90
 
Income tax expense (benefit)   30   (b)   (42 ) (e)
Net income 22 132
 
Less: Net income attributable to noncontrolling interests   10     7  
Net income attributable to Tenneco Inc. $ 12   $ 125  
 
 
Weighted average common shares outstanding:
Basic   60.6     59.8  
Diluted   61.9     60.9  
 
Earnings per share of common stock:
Basic $ 0.19   $ 2.09  
Diluted $ 0.19   $ 2.05  
 
(a) Includes restructuring and related charges of $58 million pre-tax, $59 million after tax or $0.95 per diluted share. Of the adjustment, $56 million is recorded in cost of sales, $1 million is recorded in selling, general and administrative expenses and $1 million is recorded in other income (expense). $1 million is recorded in the Clean Air Division and $57 million is recorded in the Ride Performance Division.
 
(b) Includes net tax benefits of $9 million or $0.15 per diluted share for tax adjustments to prior year estimates.
 
(c) Includes restructuring and related charges of $7 million pre-tax, $4 million after tax or $0.07 per diluted share. Of the adjustment $4 million is recorded in cost of sales and $3 million is recorded in selling, general and administrative expenses. $4 million is recorded in the Clean Air Division and $3 million is recorded in the Ride Performance Division.
 
(d) Includes a benefit of $5 million pre-tax, $3 million after tax or 5-cents per diluted share, from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.
 
(e) Includes net tax benefits of $74 million or $1.22 per diluted share primarily related to the reversal of the tax valuation allowance on the company’s U.S. net operating loss position and recording a tax valuation allowance in Spain for tax credits that may not be utilized due to tax losses there.
 
ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME

Unaudited

NINE MONTHS ENDED SEPTEMBER 30,
(Millions except per share amounts)
 
2013 2012
Net sales and operating revenues
Clean Air Division - Value-add revenues $ 2,657 $ 2,473
Clean Air Division - Substrate sales 1,373 1,271
Ride Performance Division - Value-add revenues   1,903     1,866  
$ 5,933 $ 5,610
 
Costs and expenses
Cost of sales (exclusive of depreciation and amortization shown below) 5,031 (a) 4,696 (c)
Engineering, research and development 103 94
Selling, general and administrative 337 (a) 321 (c) (d)
Depreciation and amortization of other intangibles   151     148  
Total costs and expenses   5,622     5,259  
 
Loss on sale of receivables (3 ) (3 )
Other income (expense)   (2 ) (a)   (4 )
Total other income (expense)   (5 )   (7 )
 
Earnings before interest expense, income taxes,
and noncontrolling interests
Clean Air Division 277 (a) 246 (c)
Ride Performance Division 93 (a) 146 (c) (d)
Other   (64 ) (a)   (48 )
306 344
 
Interest expense (net of interest capitalized)   60     84   (e)
Earnings before income taxes and noncontrolling interests 246 260
 
Income tax expense (benefit)   89   (b)   (3 ) (f)
Net income 157 263
 
Less: Net income attributable to noncontrolling interests   28     21  
Net income attributable to Tenneco Inc. $ 129   $ 242  
 
 
Weighted average common shares outstanding:
Basic   60.5     60.0  
Diluted   61.6     61.3  
 
Earnings per share of common stock:
Basic $ 2.13   $ 4.04  
Diluted $ 2.09   $ 3.95  
 
(a) Includes restructuring and related charges of $69 million pre-tax, $67 million after tax or $1.08 per diluted share. Of the adjustment, $63 million is recorded in cost of sales, $5 million is recorded in selling, general and administrative expenses and $1 million is recorded in other income (expense). $7 million is recorded in the Clean Air Division, $60 million is recorded in the Ride Performance Division and $2 million is recorded in Other.
 
(b) Includes net tax benefits of $22 million or $0.35 per diluted share for tax adjustments to prior year estimates, primarily related to recognizing a U.S. tax benefit for foreign taxes.
 
(c) Includes restructuring and related charges of $10 million pre-tax, $6 million after tax or $0.10 per diluted share. Of the adjustment $7 million is recorded in cost of sales and $3 million is recorded in selling, general and administrative expenses. $5 million is recorded in the Clean Air Division and $5 million is recorded in the Ride Performance Division.
 
(d) Includes a benefit of $5 million pre-tax, $3 million after tax or 5-cents per diluted share, from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.
 
(e) Includes pre-tax expenses of $18 million, $12 million after tax or $0.19 per share for costs related to refinancing activities.
 
(f) Includes net tax benefits of $94 million or $1.54 per diluted share primarily related to the reversal of the tax valuation allowance on the company’s U.S. net operating loss position and recording a tax valuation allowance in Spain for tax credits that may not be utilized due to tax losses there.
   
ATTACHMENT 1
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Millions)
 
September 30, 2013 December 31, 2012
 
Assets
 
Cash and cash equivalents $ 276 $ 223
 
Restricted cash 5 -
 
Receivables, net 1,255 (a) 986 (a)
 
Inventories 699 667
 
Other current assets 344 248
 
Investments and other assets 387 362
 
Plant, property, and equipment, net   1,133   1,122
 
Total assets $ 4,099 $ 3,608
 
 
Liabilities and Shareholders' Equity
 
Short-term debt $ 131 $ 113
 
Accounts payable 1,288 1,186
 
Accrued taxes 45 50
 
Accrued interest 14 10
 
Other current liabilities 374 290
 
Long-term debt 1,226 (b) 1,067 (b)
 
Deferred income taxes 25 27
 
Deferred credits and other liabilities 557 559
 
Redeemable noncontrolling interests 15 15
 
Tenneco Inc. shareholders' equity 380 246
 
Noncontrolling interests   44   45
 
Total liabilities, redeemable noncontrolling interests
and shareholders' equity $ 4,099 $ 3,608
 
 
September 30, 2013 December 31, 2012
(a) Accounts Receivables net of:
Europe - Accounts receivables securitization programs $ 150 $ 94
 
September 30, 2013 December 31, 2012
(b) Long term debt composed of:
Borrowings against revolving credit facilities $ 261 $ 92
Term loan A (Due 2017) 231 241
7.75% senior notes (Due 2018) 225 225
6.875% senior notes (Due 2020) 500 500
Other long term debt 9 9
   
$ 1,226 $ 1,067
 
ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
 
Three Months Ended
September 30,
2013 2012
 
Operating activities:
Net income $ 22 $ 132
Adjustments to reconcile net income
to net cash provided by operating activities -
Depreciation and amortization of other intangibles 51 49
Stock-based compensation 3 2
Deferred income taxes

(10

)

(87 )
Loss on sale of assets (1 ) 1
Changes in components of working capital-
(Inc.)/dec. in receivables (27 ) 55
(Inc.)/dec. in inventories (21 ) 2
(Inc.)/dec. in prepayments and other current assets (16 ) (1 )
Inc./(dec.) in payables (38 ) (50 )
Inc./(dec.) in accrued taxes 8 19
Inc./(dec.) in accrued interest 4 5
Inc./(dec.) in other current liabilities 79 -
Changes in long-term assets 6 7
Changes in long-term liabilities (11 ) (13 )
Other   1     4  
Net cash provided by operating activities

50

125
 
Investing activities:
Proceeds from sale of assets 4 1
Cash payments for plant, property & equipment (54 ) (70 )
Cash payments for software-related intangible assets (7 ) (3 )
Cash payment for net assets purchased   -     (7 )
Net cash used by investing activities   (57 )   (79 )
 
Financing activities:
Issuance of common shares 4 -
Purchase of common stock under the share repurchase program (18 )

-

Tax benefit from stock-based compensation

17

-

Retirement of long-term debt (5 ) (3 )
Net inc./(dec.) in bank overdrafts (38 ) 2
Net inc./(dec.) in revolver borrowings and short-term debt excluding current maturities on
long-term debt 84 (19 )
Capital contribution from noncontrolling interest partner - 4
Distribution to noncontrolling interest partners   (6 )   (9 )
Net cash provided (used) by financing activities  

38

    (25 )
 
Effect of foreign exchange rate changes on cash and
cash equivalents   10     5  
 
Increase in cash and cash equivalents 41 26
Cash and cash equivalents, July 1   235     181  
Cash and cash equivalents, September 30 $ 276   $ 207  
 
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized) $ 16 $ 16
Cash paid during the period for income taxes (net of refunds) 21 18
 
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment $ 27 $ 25
 
ATTACHMENT 1
Tenneco Inc. and Consolidated Subsidiaries
Statements of Cash Flows
(Unaudited)
(Millions)
 
Nine Months Ended
September 30,
2013 2012
 
Operating activities:
Net income $ 157 $ 263
Adjustments to reconcile net income
to net cash provided by operating activities -
Depreciation and amortization of other intangibles 151 148
Stock-based compensation 10 9
Deferred income taxes

6

(94 )
Loss on sale of assets 1 3
Changes in components of working capital-
(Inc.)/dec. in receivables (280 ) (157 )
(Inc.)/dec. in inventories (39 ) (81 )
(Inc.)/dec. in prepayments and other current assets (97 ) (40 )
Inc./(dec.) in payables 111 36
Inc./(dec.) in accrued taxes (5 ) 37
Inc./(dec.) in accrued interest 4 1
Inc./(dec.) in other current liabilities 86 15
Changes in long-term assets 9 16
Changes in long-term liabilities (31 ) (35 )
Other   8     5  
Net cash provided by operating activities

91

126
 
Investing activities:
Proceeds from sale of assets 6 2
Cash payments for plant, property & equipment (178 ) (195 )
Cash payments for software-related intangible assets (19 ) (10 )
Change in restricted cash (5 ) -
Cash payment for net assets purchased   -     (7 )
Net cash used by investing activities   (196 )   (210 )
 
Financing activities:
Issuance of common shares 17

-

Purchase of common stock under the share repurchase program (20 ) (18 )

Tax benefit from stock-based compensation

17

-

Issuance of long-term debt - 250
Debt issuance costs on long-term debt - (13 )
Retirement of long-term debt (13 ) (406 )
Net inc./(dec.) in bank overdrafts (3 ) 2
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 191 217
Net inc./(dec.) in short-term debt secured by accounts receivable - 60
Capital contribution from noncontrolling interest partner - 5
Distribution to noncontrolling interest partners   (29 )   (27 )
Net cash provided by financing activities  

160

    70  
 
Effect of foreign exchange rate changes on cash and
cash equivalents   (2 )   7  
 
Increase (Decrease) in cash and cash equivalents 53 (7 )
Cash and cash equivalents, January 1   223     214  
Cash and cash equivalents, September 30 $ 276   $ 207  
 
Supplemental Cash Flow Information
Cash paid during the period for interest (net of interest capitalized) $ 55 $ 75
Cash paid during the period for income taxes (net of refunds) 92 54
 
Non-cash Investing and Financing Activities
Period ended balance of payables for plant, property, and equipment $ 27 $ 25
             

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)
       
Q3 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 12
 
Net income attributable to noncontrolling interests   10  
 
Net income 22
 
Income tax expense 30
 
Interest expense (net of interest capitalized)   20  
 
EBIT, Earnings before interest expense, income
taxes and noncontrolling interests (GAAP measure) $ 57 $ 16 $ 22 $ 95 $ 33 $ (40 ) $ 5 $ (2 ) $ (21 ) 72
 
Depreciation and amortization of other intangibles   15   12   5   32   8   9     2   19     -     51  
 
Total EBITDA including noncontrolling interests (2) $ 72 $ 28 $ 27 $ 127 $ 41 $ (31 ) $ 7 $ 17   $ (21 ) $ 123  
 
 
Q3 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 125
 
Net income attributable to noncontrolling interests   7  
 
Net income 132
 
Income tax benefit (42 )
 
Interest expense (net of interest capitalized)   21  
 
EBIT, Earnings before interest expense, income
taxes and noncontrolling interests (GAAP measure) $ 48 $ 7 $ 20 $ 75 $ 35 $ 10 $ 3 $ 48 $ (12 ) 111
 
Depreciation and amortization of other intangibles   14   11   5   30   7   10     2   19     -     49  
 
Total EBITDA including noncontrolling interests (2) $ 62 $ 18 $ 25 $ 105 $ 42 $ 20   $ 5 $ 67   $ (12 ) $ 160  
 
(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)
                     
Q3 2013 Q3 2012
Net income Net income
attributable to Per attributable to

EBITDA (3)

EBIT Tenneco Inc. Share

EBITDA (3)

EBIT Tenneco Inc. Per Share
Earnings Measures $ 123 $ 72 $ 12 $ 0.19 $ 160 $ 111 $ 125 $ 2.05
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 58 58 59 0.95 7 7 4 0.07
Pullman recoveries (4) - - - - (5 ) (5 ) (3 ) (0.05 )
Net tax adjustments - - (9 ) (0.15 ) - - (74 ) (1.22 )
               
Non-GAAP earnings measures $ 181 $ 130 $ 62   $ 0.99   $ 162   $ 113   $ 52   $ 0.85  
 
 
Q3 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India   Pacific Total America SA & India   Pacific Total Other Total
EBIT $ 57 $ 16 $ 22 $ 95 $ 33 $ (40 ) $ 5 $ (2 ) $ (21 ) $ 72
Restructuring and related expenses   -   1   -   1   1     55     1     57     -     58  
Adjusted EBIT $ 57 $ 17 $ 22 $ 96 $ 34   $ 15   $ 6   $ 55   $ (21 ) $ 130  
 
 
Q3 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India   Pacific Total America SA & India   Pacific Total Other Total
EBIT $ 48 $ 7 $ 20 $ 75 $ 35 $ 10 $ 3 $ 48 $ (12 ) $ 111
Restructuring and related expenses - 4 - 4 - 3 - 3 - 7
Pullman recoveries (4)   -   -   -   -   (5 )   -     -     (5 )   -     (5 )
Adjusted EBIT $ 48 $ 11 $ 20 $ 79 $ 30   $ 13   $ 3   $ 46   $ (12 ) $ 113  
 
(1) Generally Accepted Accounting Principles
   
(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results in a manner that allows a better understanding of the results of operational activities separate from the financial impact of decisions made for the long-term benefit of the company and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures reflected above to understand and analyze the results of the business. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.
 
(3) EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon 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.
 

(4) Benefit from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.

             

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)
       
YTD 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 129
 
Net income attributable to noncontrolling interests   28  
 
Net income 157
 
Income tax expense 89
 
Interest expense (net of interest capitalized)   60  
 
EBIT, Earnings before interest expense, income
taxes and noncontrolling interests (GAAP measure) $ 174 $ 45 $ 58 $ 277 $ 94 $ (16 ) $ 15 $ 93 $ (64 ) 306
 
Depreciation and amortization of other intangibles   45   33   15   93   24   28     6   58   -     151  
 
Total EBITDA including noncontrolling interests (2) $ 219 $ 78 $ 73 $ 370 $ 118 $ 12   $ 21 $ 151 $ (64 ) $ 457  
 
 
YTD 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net income attributable to Tenneco Inc. $ 242
 
Net income attributable to noncontrolling interests   21  
 
Net income 263
 
Income tax benefit (3 )
 
Interest expense (net of interest capitalized)   84  
 
EBIT, Earnings before interest expense, income
taxes and noncontrolling interests (GAAP measure) $ 153 $ 43 $ 50 $ 246 $ 107 $ 36 $ 3 $ 146 $ (48 ) 344
 
Depreciation and amortization of other intangibles   43   32   14   89   22   31     6   59   -     148  
 
Total EBITDA including noncontrolling interests (2) $ 196 $ 75 $ 64 $ 335 $ 129 $ 67   $ 9 $ 205 $ (48 ) $ 492  
 
(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 2013 YTD 2012
Net income Net income
attributable to attributable to

EBITDA (3)

EBIT Tenneco Inc. Per Share

EBITDA (3)

EBIT Tenneco Inc. Per Share
Earnings Measures $ 457 $ 306 $ 129 $ 2.09 $ 492 $ 344 $ 242 $ 3.95
 
Adjustments (reflect non-GAAP measures):
Restructuring and related expenses 69 69 67 1.08 10 10 6 0.10
Pullman recoveries (4) - - - - (5 ) (5 ) (3 ) (0.05 )
Costs related to refinancing - - - - - - 12 0.19
Net tax adjustments - - (22 ) (0.35 ) - - (94 ) (1.54 )
               
Non-GAAP earnings measures $ 526 $ 375 $ 174   $ 2.82   $ 497   $ 349   $ 163   $ 2.65  
 
 
YTD 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 174 $ 45 $ 58 $ 277 $ 94 $ (16 ) $ 15 $ 93 $ (64 ) $ 306
Restructuring and related expenses   -   5   2   7   1     57     2     60     2     69  
Adjusted EBIT $ 174 $ 50 $ 60 $ 284 $ 95   $ 41   $ 17   $ 153   $ (62 ) $ 375  
 
 
YTD 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
EBIT $ 153 $ 43 $ 50 $ 246 $ 107 $ 36 $ 3 $ 146 $ (48 ) $ 344
Restructuring and related expenses - 5 - 5 - 5 - 5 - 10
Pullman recoveries (4)   -   -   -   -   (5 )   -     -     (5 )   -     (5 )
Adjusted EBIT $ 153 $ 48 $ 50 $ 251 $ 102   $ 41   $ 3   $ 146   $ (48 ) $ 349  
 
(1) Generally Accepted Accounting Principles
   
(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results in a manner that allows a better understanding of the results of operational activities separate from the financial impact of decisions made for the long-term benefit of the company and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures reflected above to understand and analyze the results of the business. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.
 
(3) EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. EBITDA including noncontrolling interests is not a calculation based upon 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.
 

(4) Benefit from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.

       

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)
   
Q3 2013
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 648 $ 246 $ 402 $ - $ 402
Europe, South America & India 470 152 318 (1 ) 319
Asia Pacific   210   33   177   3     174
Total Clean Air Division 1,328 431 897 2 895
 
Ride Performance Division
North America 321 - 321 (2 ) 323
Europe, South America & India 258 - 258 (7 ) 265
Asia Pacific   56   -   56   (2 )   58
Total Ride Performance Division 635 - 635 (11 ) 646
 
Total Tenneco Inc. $ 1,963 $ 431 $ 1,532 $ (9 ) $ 1,541
 
Q3 2012
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 592 $ 227 $ 365 $ - $ 365
Europe, South America & India 414 139 275 - 275
Asia Pacific   179   20   159   -     159
Total Clean Air Division 1,185 386 799 - 799
 
Ride Performance Division
North America 299 - 299 - 299
Europe, South America & India 245 - 245 - 245
Asia Pacific   49   -   49   -     49
Total Ride Performance Division 593 - 593 - 593
 
Total Tenneco Inc. $ 1,778 $ 386 $ 1,392 $ -   $ 1,392
 
 
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
     

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions)
     
YTD 2013
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 1,981 $ 778 $ 1,203 $ - $ 1,203
Europe, South America & India 1,453 505 948 (18 ) 966
Asia Pacific   596   90   506   7     499
Total Clean Air Division 4,030 1,373 2,657 (11 ) 2,668
 
Ride Performance Division
North America 952 - 952 (3 ) 955
Europe, South America & India 791 - 791 (26 ) 817
Asia Pacific   160   -   160   (3 )   163
Total Ride Performance Division 1,903 - 1,903 (32 ) 1,935
 
Total Tenneco Inc. $ 5,933 $ 1,373 $ 4,560 $ (43 ) $ 4,603
 
YTD 2012
Currency Value-add
Impact on Revenues
Substrate Value-add Value-add excluding
Revenues Sales Revenues Revenues Currency
Clean Air Division
North America $ 1,932 $ 773 $ 1,159 $ - $ 1,159
Europe, South America & India 1,308 429 879 - 879
Asia Pacific   504   69   435   -     435
Total Clean Air Division 3,744 1,271 2,473 - 2,473
 
Ride Performance Division
North America 941 - 941 - 941
Europe, South America & India 793 - 793 - 793
Asia Pacific   132   -   132   -     132
Total Ride Performance Division 1,866 - 1,866 - 1,866
 
Total Tenneco Inc. $ 5,610 $ 1,271 $ 4,339 $ -   $ 4,339
 
(1) Generally Accepted Accounting Principles
 
(2) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
 

ATTACHMENT 2

TENNECO INC.
RECONCILIATION OF GAAP REVENUE TO NON-GAAP REVENUE MEASURES

Unaudited

(Millions except percents)
             
Q3 2013 vs. Q3 2012 $ Change and % Change Increase (Decrease)
Value-add
Revenues
Excluding
Revenues % Change Currency % Change
Clean Air Division
North America $ 56 9 % $ 37 10 %
Europe, South America & India 56 14 % 44 16 %
Asia Pacific   31   17 %   15 9 %
Total Clean Air Division 143 12 % 96 12 %
 
Ride Performance Division
North America 22 7 % 24 8 %
Europe, South America & India 13 5 % 20 8 %
Asia Pacific   7   14 %   9 18 %
Total Ride Performance Division 42 7 % 53 9 %
 
Total Tenneco Inc. $ 185 10 % $ 149 11 %
 
 
YTD Q3 2013 vs. YTD Q3 2012 $ Change and % Change Increase (Decrease)
Value-add
Revenues
Excluding
Revenues % Change Currency % Change
Clean Air Division
North America $ 49 3 % $ 44 4 %
Europe, South America & India 145 11 % 87 10 %
Asia Pacific   92   18 %   64 15 %
Total Clean Air Division 286 8 % 195 8 %
 
Ride Performance Division
North America 11 1 % 14 1 %
Europe, South America & India (2 ) 0 % 24 3 %
Asia Pacific   28   21 %   31 23 %
Total Ride Performance Division 37 2 % 69 4 %
 
Total Tenneco Inc. $ 323 6 % $ 264 6 %
     

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 September 30,
 
2013 2012
 
Total debt $ 1,357 $ 1,345
 
Total cash 281 207
     
Debt net of cash balances (1) $ 1,076 $ 1,138
 
Adjusted LTM EBITDA including noncontrolling interests (2) (3) $ 670 $ 637
 
Ratio of debt net of cash balances to adjusted LTM EBITDA including

 

 

noncontrolling interests (4)

1.6x

1.8x

 
Q4 12 Q1 13 Q2 13 Q3 13 Q3 13 LTM
 
Net income attributable to Tenneco Inc. $ 33 $ 54 $ 63 $ 12 $ 162
 
Net income attributable to noncontrolling interests 8 7 11 10 36
 
Income tax expense 22 12 47 30 111
 
Interest expense (net of interest capitalized) 21 20 20 20 81
 
EBIT, Earnings before interest expense, income taxes and
noncontrolling interests (GAAP measure) 84 93 141 72 390
 
Depreciation and amortization of other intangibles 57 50 50 51 208
 
Total EBITDA including noncontrolling interests (2) 141 143 191 123 598
 
Restructuring and related expenses 3 4 7 58 72
           
Total Adjusted EBITDA including noncontrolling interest (3) $ 144 $ 147 $ 198 $ 181   $ 670  
 
Q4 11 Q1 12 Q2 12 Q3 12 Q3 12 LTM
 
Net income attributable to Tenneco Inc. $ 30 $ 30 $ 87 $ 125 272
 
Net income attributable to noncontrolling interests 8 6 8 7 29
 
Income tax expense (benefit) 23 18 21 (42 ) 20
 
Interest expense (net of interest capitalized) 27 42 21 21 111
 
EBIT, Earnings before interest expense, income taxes and
noncontrolling interests (GAAP measure) 88 96 137 111 432
 
Depreciation and amortization of other intangibles 51 49 50 49 199
 
Total EBITDA including noncontrolling interests (2) 139 145 187 160 631
 
Restructuring and related expenses 1 1 2 7 11
 
Pullman recoveries (5) - - - (5 ) (5 )
           
Total Adjusted EBITDA including noncontrolling interest (3) $ 140 $ 146 $ 189 $ 162   $ 637  
 
(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 LTM adjusted EBITDA including noncontrolling interests to show trends that investors may find useful in understanding the company's ability to service its debt. For purposes of this calculation, LTM 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) Benefit from property recoveries related to transactions originated by The Pullman Company before being acquired by Tenneco in 1996.
 

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP(1) REVENUE TO NON-GAAP REVENUE MEASURES

Unaudited

(Millions)
   
Three Months Ended September 30,
 
2013 2012
 
Original equipment light vehicle revenues $ 1,394 $ 1,270
 
Original equipment commercial vehicle and specialty revenues 236 184
 
Aftermarket revenues   333   324
 
Net sales and operating revenues $ 1,963 $ 1,778
 
 
Nine Months Ended September 30,
 
2013 2012
 
Original equipment light vehicle revenues $ 4,265 $ 3,999
 
Original equipment commercial vehicle and specialty revenues 686 632
 
Aftermarket revenues   982   979
 
Net sales and operating revenues $ 5,933 $ 5,610
 
(1) Generally Accepted Accounting Principles
             

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)
       
Q3 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 648 $ 470 $ 210 $ 1,328 $ 321 $ 258 $ 56 $ 635 $ - $ 1,963
 
Less: Substrate sales 246 152 33 431 - - - - - 431
                   
Value-add revenues $ 402   $ 318   $ 177   $ 897   $ 321   $ 258   $ 56   $ 635   $ -   $ 1,532  
 
EBIT $ 57 $ 16 $ 22 $ 95 $ 33 $ (40 ) $ 5 $ (2 ) $ (21 ) $ 72
 
EBIT as a % of revenue 8.8 % 3.4 % 10.5 % 7.2 % 10.3 % -15.5 % 8.9 % -0.3 % 3.7 %
EBIT as a % of value-add revenue 14.2 % 5.0 % 12.4 % 10.6 % 10.3 % -15.5 % 8.9 % -0.3 % 4.7 %
 
Adjusted EBIT $ 57 $ 17 $ 22 $ 96 $ 34 $ 15 $ 6 $ 55 $ (21 ) $ 130
 
Adjusted EBIT as a % of revenue 8.8 % 3.6 % 10.5 % 7.2 % 10.6 % 5.8 % 10.7 % 8.7 % 6.6 %
Adjusted EBIT as a % of value-add revenue 14.2 % 5.3 % 12.4 % 10.7 % 10.6 % 5.8 % 10.7 % 8.7 % 8.5 %
 
Q3 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 592 $ 414 $ 179 $ 1,185 $ 299 $ 245 $ 49 $ 593 $ - $ 1,778
 
Less: Substrate sales 227 139 20 386 - - - - - 386
                   
Value-add revenues $ 365   $ 275   $ 159   $ 799   $ 299   $ 245   $ 49   $ 593   $ -   $ 1,392  
 
EBIT $ 48 $ 7 $ 20 $ 75 $ 35 $ 10 $ 3 $ 48 $ (12 ) $ 111
 
EBIT as a % of revenue 8.1 % 1.7 % 11.2 % 6.3 % 11.7 % 4.1 % 6.1 % 8.1 % 6.2 %
EBIT as a % of value-add revenue 13.2 % 2.5 % 12.6 % 9.4 % 11.7 % 4.1 % 6.1 % 8.1 % 8.0 %
 
Adjusted EBIT $ 48 $ 11 $ 20 $ 79 $ 30 $ 13 $ 3 $ 46 $ (12 ) $ 113
 
Adjusted EBIT as a % of revenue 8.1 % 2.7 % 11.2 % 6.7 % 10.0 % 5.3 % 6.1 % 7.8 % 6.4 %
Adjusted EBIT as a % of value-add revenue 13.2 % 4.0 % 12.6 % 9.9 % 10.0 % 5.3 % 6.1 % 7.8 % 8.1 %
 
(1) Generally Accepted Accounting Principles
   
(2) Tenneco presents the above reconciliation of revenues in order to reflect EBIT as a percent of both total revenues and value-add revenues. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Further, presenting EBIT as a percent of value-add revenue assists investors in evaluating our company's operational performance without the impact of such substrate sales.
             

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(Millions except percents)
       
YTD 2013
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 1,981 $ 1,453 $ 596 $ 4,030 $ 952 $ 791 $ 160 $ 1,903 $ - $ 5,933
 
Less: Substrate sales 778 505 90 1,373 - - - - - 1,373
                   
Value-add revenues $ 1,203   $ 948   $ 506   $ 2,657   $ 952   $ 791   $ 160   $ 1,903   $ -   $ 4,560  
 
EBIT $ 174 $ 45 $ 58 $ 277 $ 94 $ (16 ) $ 15 $ 93 $ (64 ) $ 306
 
EBIT as a % of revenue 8.8 % 3.1 % 9.7 % 6.9 % 9.9 % -2.0 % 9.4 % 4.9 % 5.2 %
EBIT as a % of value-add revenue 14.5 % 4.7 % 11.5 % 10.4 % 9.9 % -2.0 % 9.4 % 4.9 % 6.7 %
 
Adjusted EBIT $ 174 $ 50 $ 60 $ 284 $ 95 $ 41 $ 17 $ 153 $ (62 ) $ 375
 
Adjusted EBIT as a % of revenue 8.8 % 3.4 % 10.1 % 7.0 % 10.0 % 5.2 % 10.6 % 8.0 % 6.3 %
Adjusted EBIT as a % of value-add revenue 14.5 % 5.3 % 11.9 % 10.7 % 10.0 % 5.2 % 10.6 % 8.0 % 8.2 %
 
YTD 2012
Clean Air Division Ride Performance Division
North Europe, Asia North Europe, Asia
America SA & India Pacific Total America SA & India Pacific Total Other Total
Net sales and operating revenues $ 1,932 $ 1,308 $ 504 $ 3,744 $ 941 $ 793 $ 132 $ 1,866 $ - $ 5,610
 
Less: Substrate sales 773 429 69 1,271 - - - - - 1,271
                   
Value-add revenues $ 1,159   $ 879   $ 435   $ 2,473   $ 941   $ 793   $ 132   $ 1,866   $ -   $ 4,339  
 
EBIT $ 153 $ 43 $ 50 $ 246 $ 107 $ 36 $ 3 $ 146 $ (48 ) $ 344
 
EBIT as a % of revenue 7.9 % 3.3 % 9.9 % 6.6 % 11.4 % 4.5 % 2.3 % 7.8 % 6.1 %
EBIT as a % of value-add revenue 13.2 % 4.9 % 11.5 % 9.9 % 11.4 % 4.5 % 2.3 % 7.8 % 7.9 %
 
Adjusted EBIT $ 153 $ 48 $ 50 $ 251 $ 102 $ 41 $ 3 $ 146 $ (48 ) $ 349
 
Adjusted EBIT as a % of revenue 7.9 % 3.7 % 9.9 % 6.7 % 10.8 % 5.2 % 2.3 % 7.8 % 6.2 %
Adjusted EBIT as a % of value-add revenue 13.2 % 5.5 % 11.5 % 10.1 % 10.8 % 5.2 % 2.3 % 7.8 % 8.0 %
 
(1) Generally Accepted Accounting Principles
   
(2) Tenneco presents the above reconciliation of revenues in order to reflect EBIT as a percent of both total revenues and value-add revenues. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Further, presenting 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.
Media inquiries
Bill Dawson, 847 482-5807
bdawson@tenneco.com
or
Investor inquiries
Linae Golla, 847 482-5162
lgolla@tenneco.com

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