Supplemental Guarantor Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
Supplemental Guarantor Condensed Consolidating Financial Statements |
Basis of Presentation |
Substantially all of our existing and future material domestic 100% owned subsidiaries (which are referred to as the Guarantor Subsidiaries) fully and unconditionally guarantee our senior notes due in 2018 and 2020 on a joint and several basis. However, a subsidiary’s guarantee may be released in certain customary circumstances such as a sale of the subsidiary or all or substantially all of its assets in accordance with the indenture applicable to the notes. The Guarantor Subsidiaries are combined in the presentation below. |
These consolidating financial statements are presented on the equity method. Under this method, our investments are recorded at cost and adjusted for our ownership share of a subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes. You should read the condensed consolidating financial information of the Guarantor Subsidiaries in connection with our condensed consolidated financial statements and related notes of which this note is an integral part. |
Distributions |
There are no significant restrictions on the ability of the Guarantor Subsidiaries to make distributions to us. |
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STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
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| | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2014 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass & | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | Elims |
| | Company) | |
| (Millions) |
Revenues | | | | | | | | | |
Net sales and operating revenues — | | | | | | | | | |
External | $ | 920 | | | $ | 1,174 | | | $ | — | | | $ | — | | | $ | 2,094 | |
|
Affiliated companies | 103 | | | 148 | | | — | | | (251 | ) | | — | |
|
| 1,023 | | | 1,322 | | | — | | | (251 | ) | | 2,094 | |
|
Costs and expenses | | | | | | | | | |
Cost of sales (exclusive of depreciation and amortization shown below) | 802 | | | 1,203 | | | — | | | (251 | ) | | 1,754 | |
|
Engineering, research, and development | 22 | | | 20 | | | — | | | — | | | 42 | |
|
Selling, general, and administrative | 51 | | | 79 | | | 2 | | | — | | | 132 | |
|
Depreciation and amortization of other intangibles | 21 | | | 30 | | | — | | | — | | | 51 | |
|
| 896 | | | 1,332 | | | 2 | | | (251 | ) | | 1,979 | |
|
Other income (expense) | | | | | | | | | |
Loss on sale of receivables | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Other income (loss) | (2 | ) | | 1 | | | — | | | — | | | (1 | ) |
|
| (2 | ) | | — | | | — | | | — | | | (2 | ) |
|
Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies | 125 | | | (10 | ) | | (2 | ) | | — | | | 113 | |
|
Interest expense — | | | | | | | | | |
External (net of interest capitalized) | — | | | — | | | 19 | | | — | | | 19 | |
|
Affiliated companies (net of interest income) | 16 | | | (16 | ) | | — | | | — | | | — | |
|
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies | 109 | | | 6 | | | (21 | ) | | — | | | 94 | |
|
Income tax expense | 30 | | | 10 | | | | | | | | | 40 | |
|
Equity in net income (loss) from affiliated companies | (15 | ) | | — | | | 67 | | | (52 | ) | | — | |
|
Net Income (loss) | 64 | | | (4 | ) | | 46 | | | (52 | ) | | 54 | |
|
Less: Net income attributable to noncontrolling interests | — | | | 8 | | | — | | | — | | | 8 | |
|
Net income (loss) attributable to Tenneco Inc. | $ | 64 | | | $ | (12 | ) | | $ | 46 | | | $ | (52 | ) | | $ | 46 | |
|
Comprehensive income (loss) attributable to Tenneco Inc. | $ | 65 | | | $ | (16 | ) | | $ | 46 | | | $ | (52 | ) | | $ | 43 | |
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|
STATEMENT OF COMPREHENSIVE INCOME (LOSS) |
|
| | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2013 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass & | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | Elims |
| | Company) | |
| (Millions) |
Revenues | | | | | | | | | |
Net sales and operating revenues — | | | | | | | | | |
External | $ | 852 | | | $ | 1,051 | | | $ | — | | | $ | — | | | $ | 1,903 | |
|
Affiliated companies | 79 | | | 150 | | | — | | | (229 | ) | | — | |
|
| 931 | | | 1,201 | | | — | | | (229 | ) | | 1,903 | |
|
Costs and expenses | | | | | | | | | |
Cost of sales (exclusive of depreciation and amortization shown below) | 742 | | | 1,091 | | | — | | | (229 | ) | | 1,604 | |
|
Engineering, research, and development | 15 | | | 20 | | | — | | | — | | | 35 | |
|
Selling, general, and administrative | 53 | | | 64 | | | 2 | | | — | | | 119 | |
|
Depreciation and amortization of other intangibles | 19 | | | 31 | | | — | | | — | | | 50 | |
|
| 829 | | | 1,206 | | | 2 | | | (229 | ) | | 1,808 | |
|
Other income (expense) | | | | | | | | | |
Loss on sale of receivables | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Other income (expense) | (1 | ) | | — | | | — | | | — | | | (1 | ) |
|
| (1 | ) | | (1 | ) | | — | | | — | | | (2 | ) |
|
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies | 101 | | | (6 | ) | | (2 | ) | | — | | | 93 | |
|
Interest expense — | | | | | | | | | |
External (net of interest capitalized) | — | | | 1 | | | 19 | | | — | | | 20 | |
|
Affiliated companies (net of interest income) | 18 | | | (19 | ) | | 1 | | | — | | | — | |
|
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies | 83 | | | 12 | | | (22 | ) | | — | | | 73 | |
|
Income tax expense | 6 | | | 6 | | | — | | | — | | | 12 | |
|
Equity in net income (loss) from affiliated companies | (5 | ) | | — | | | 76 | | | (71 | ) | | — | |
|
Net income (loss) | 72 | | | 6 | | | 54 | | | (71 | ) | | 61 | |
|
Less: Net income attributable to noncontrolling interests | — | | | 7 | | | — | | | — | | | 7 | |
|
Net income (loss) attributable to Tenneco Inc. | $ | 72 | | | $ | (1 | ) | | $ | 54 | | | $ | (71 | ) | | $ | 54 | |
|
Comprehensive income (loss) attributable to Tenneco Inc. | $ | 67 | | | $ | (18 | ) | | $ | 54 | | | $ | (71 | ) | | $ | 32 | |
|
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|
BALANCE SHEET |
|
| | | | | | | | | | | | | | | | | | | |
| 31-Mar-14 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass & | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | Elims |
| | Company) | |
| (Millions) |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 2 | | | $ | 265 | | | $ | — | | | $ | — | | | $ | 267 | |
|
Restricted cash | — | | | 6 | | | — | | | — | | | 6 | |
|
Receivables, net | 593 | | | 1,464 | | | 16 | | | (785 | ) | | 1,288 | |
|
Inventories | 314 | | | 423 | | | — | | | — | | | 737 | |
|
Deferred income taxes | 88 | | | — | | | 7 | | | (24 | ) | | 71 | |
|
Prepayments and other | 41 | | | 217 | | | 1 | | | — | | | 259 | |
|
Total current assets | 1,038 | | | 2,375 | | | 24 | | | (809 | ) | | 2,628 | |
|
Other assets: | | | | | | | | | |
Investment in affiliated companies | 926 | | | — | | | 768 | | | (1,694 | ) | | — | |
|
Notes and advances receivable from affiliates | 1,030 | | | 8,124 | | | 5,004 | | | (14,158 | ) | | — | |
|
Long-term receivables, net | 12 | | | 2 | | | — | | | — | | | 14 | |
|
Goodwill | 22 | | | 47 | | | — | | | — | | | 69 | |
|
Intangibles, net | 12 | | | 17 | | | — | | | — | | | 29 | |
|
Deferred income taxes | 61 | | | 9 | | | 47 | | | — | | | 117 | |
|
Other | 45 | | | 61 | | | 22 | | | — | | | 128 | |
|
| 2,108 | | | 8,260 | | | 5,841 | | | (15,852 | ) | | 357 | |
|
Plant, property, and equipment, at cost | 1,187 | | | 2,358 | | | — | | | — | | | 3,545 | |
|
Less — Accumulated depreciation and amortization | (817 | ) | | (1,534 | ) | | — | | | — | | | (2,351 | ) |
|
| 370 | | | 824 | | | — | | | — | | | 1,194 | |
|
Total assets | $ | 3,516 | | | $ | 11,459 | | | $ | 5,865 | | | $ | (16,661 | ) | | $ | 4,179 | |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Short-term debt (including current maturities of long-term debt) | | | | | | | | | |
Short-term debt — non-affiliated | $ | — | | | $ | 91 | | | $ | 15 | | | $ | — | | | $ | 106 | |
|
Short-term debt — affiliated | 217 | | | 336 | | | 10 | | | (563 | ) | | — | |
|
Trade payables | 539 | | | 1,066 | | | — | | | (175 | ) | | 1,430 | |
|
Accrued taxes | 9 | | | 35 | | | — | | | — | | | 44 | |
|
Other | 134 | | | 298 | | | 13 | | | (71 | ) | | 374 | |
|
Total current liabilities | 899 | | | 1,826 | | | 38 | | | (809 | ) | | 1,954 | |
|
Long-term debt — non-affiliated | — | | | 7 | | | 1,202 | | | — | | | 1,209 | |
|
Long-term debt — affiliated | 1,878 | | | 8,145 | | | 4,135 | | | (14,158 | ) | | — | |
|
Deferred income taxes | — | | | 29 | | | — | | | — | | | 29 | |
|
Postretirement benefits and other liabilities | 339 | | | 86 | | | (1 | ) | | 5 | | | 429 | |
|
Commitments and contingencies | | | | | | | | | |
Total liabilities | 3,116 | | | 10,093 | | | 5,374 | | | (14,962 | ) | | 3,621 | |
|
Redeemable noncontrolling interests | — | | | 25 | | | — | | | — | | | 25 | |
|
Tenneco Inc. shareholders’ equity | 400 | | | 1,299 | | | 491 | | | (1,699 | ) | | 491 | |
|
Noncontrolling interests | — | | | 42 | | | — | | | — | | | 42 | |
|
Total equity | 400 | | | 1,341 | | | 491 | | | (1,699 | ) | | 533 | |
|
Total liabilities, redeemable noncontrolling interests and equity | $ | 3,516 | | | $ | 11,459 | | | $ | 5,865 | | | $ | (16,661 | ) | | $ | 4,179 | |
|
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|
BALANCE SHEET |
|
| | | | | | | | | | | | | | | | | | | |
| 31-Dec-13 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass & | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | Elims |
| | Company) | |
| (Millions) |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 6 | | | $ | 269 | | | $ | — | | | $ | — | | | $ | 275 | |
|
Restricted cash | — | | | 5 | | | — | | | — | | | 5 | |
|
Receivables, net | 387 | | | 1,306 | | | 16 | | | (649 | ) | | 1,060 | |
|
Inventories | 279 | | | 377 | | | — | | | — | | | 656 | |
|
Deferred income taxes | 87 | | | — | | | 7 | | | (23 | ) | | 71 | |
|
Prepayments and other | 35 | | | 188 | | | — | | | — | | | 223 | |
|
Total current assets | 794 | | | 2,145 | | | 23 | | | (672 | ) | | 2,290 | |
|
Other assets: | | | | | | | | | |
Investment in affiliated companies | 944 | | | — | | | 696 | | | (1,640 | ) | | — | |
|
Notes and advances receivable from affiliates | 1,026 | | | 7,320 | | | 4,826 | | | (13,172 | ) | | — | |
|
Long-term receivables, net | 12 | | | 2 | | | — | | | — | | | 14 | |
|
Goodwill | 22 | | | 47 | | | — | | | — | | | 69 | |
|
Intangibles, net | 13 | | | 17 | | | — | | | — | | | 30 | |
|
Deferred income taxes | 72 | | | 9 | | | 44 | | | — | | | 125 | |
|
Other | 44 | | | 60 | | | 23 | | | — | | | 127 | |
|
| 2,133 | | | 7,455 | | | 5,589 | | | (14,812 | ) | | 365 | |
|
Plant, property, and equipment, at cost | 1,173 | | | 2,325 | | | — | | | — | | | 3,498 | |
|
Less — Accumulated depreciation and amortization | (807 | ) | | (1,516 | ) | | — | | | — | | | (2,323 | ) |
|
| 366 | | | 809 | | | — | | | — | | | 1,175 | |
|
Total assets | $ | 3,293 | | | $ | 10,409 | | | $ | 5,612 | | | $ | (15,484 | ) | | $ | 3,830 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Short-term debt (including current maturities of long-term debt) | | | | | | | | | |
Short-term debt — non-affiliated | $ | — | | | $ | 68 | | | $ | 15 | | | $ | — | | | $ | 83 | |
|
Short-term debt — affiliated | 247 | | | 176 | | | 10 | | | (433 | ) | | — | |
|
Trade payables | 521 | | | 1,011 | | | — | | | (173 | ) | | 1,359 | |
|
Accrued taxes | 9 | | | 31 | | | — | | | — | | | 40 | |
|
Other | 128 | | | 285 | | | 9 | | | (66 | ) | | 356 | |
|
Total current liabilities | 905 | | | 1,571 | | | 34 | | | (672 | ) | | 1,838 | |
|
Long-term debt — non-affiliated | — | | | 8 | | | 1,011 | | | — | | | 1,019 | |
|
Long-term debt — affiliated | 1,700 | | | 7,338 | | | 4,134 | | | (13,172 | ) | | — | |
|
Deferred income taxes | — | | | 28 | | | — | | | — | | | 28 | |
|
Postretirement benefits and other liabilities | 357 | | | 92 | | | — | | | 4 | | | 453 | |
|
Commitments and contingencies | | | | | | | | | |
Total liabilities | 2,962 | | | 9,037 | | | 5,179 | | | (13,840 | ) | | 3,338 | |
|
Redeemable noncontrolling interests | — | | | 20 | | | — | | | — | | | 20 | |
|
Tenneco Inc. shareholders’ equity | 331 | | | 1,313 | | | 433 | | | (1,644 | ) | | 433 | |
|
Noncontrolling interests | — | | | 39 | | | — | | | — | | | 39 | |
|
Total equity | 331 | | | 1,352 | | | 433 | | | (1,644 | ) | | 472 | |
|
Total liabilities, redeemable noncontrolling interests and equity | $ | 3,293 | | | $ | 10,409 | | | $ | 5,612 | | | $ | (15,484 | ) | | $ | 3,830 | |
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|
STATEMENT OF CASH FLOWS |
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| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2014 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass & | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | Elims |
| | Company) | |
| (Millions) |
Operating Activities | | | | | | | | | |
Net cash provided (used) by operating activities | $ | (208 | ) | | $ | 90 | | | $ | (22 | ) | | $ | — | | | $ | (140 | ) |
|
Investing Activities | | | | | | | | | |
Cash payments for plant, property, and equipment | (25 | ) | | (58 | ) | | — | | | — | | | (83 | ) |
|
Cash payments for software related intangible assets | (4 | ) | | (3 | ) | | — | | | — | | | (7 | ) |
|
Changes in restricted cash | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Net cash used by investing activities | (29 | ) | | (62 | ) | | — | | | — | | | (91 | ) |
|
Financing Activities | | | | | | | | | |
Issuance (repurchase) of common shares | — | | | — | | | (2 | ) | | — | | | (2 | ) |
|
Tax benefit from stock-based compensation | — | | | — | | | 12 | | | — | | | 12 | |
|
Retirement of long-term debt | — | | | — | | | (3 | ) | | — | | | (3 | ) |
|
Increase (decrease) in bank overdrafts | — | | | 4 | | | | | | — | | | 4 | |
|
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables | — | | | 24 | | | 173 | | | — | | | 197 | |
|
Net increase (decrease) in short-term borrowings secured by accounts receivables | — | | | — | | | 20 | | | — | | | 20 | |
|
Intercompany dividends and net increase (decrease) in intercompany obligations | 233 | | | (55 | ) | | (178 | ) | | — | | | — | |
|
Capital contribution from noncontrolling interest partners | — | | | 1 | | | — | | | — | | | 1 | |
|
Net cash provided (used) by financing activities | 233 | | | (26 | ) | | 22 | | | — | | | 229 | |
|
Effect of foreign exchange rate changes on cash and cash equivalents | — | | | (6 | ) | | — | | | — | | | (6 | ) |
|
Increase (decrease) in cash and cash equivalents | (4 | ) | | (4 | ) | | — | | | — | | | (8 | ) |
|
Cash and cash equivalents, January 1 | 6 | | | 269 | | | — | | | — | | | 275 | |
|
Cash and cash equivalents, March 31 (Note) | $ | 2 | | | $ | 265 | | | $ | — | | | $ | — | | | $ | 267 | |
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Note: | Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. | | | | | | | | | | | | | | | | | | |
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|
STATEMENT OF CASH FLOWS |
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| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2013 |
| Guarantor | | Nonguarantor | | Tenneco Inc. | | Reclass | | Consolidated |
Subsidiaries | Subsidiaries | (Parent | & |
| | Company) | Elims |
| (Millions) |
Operating Activities | | | | | | | | | |
Net cash provided (used) by operating activities | $ | (102 | ) | | $ | 15 | | | $ | (5 | ) | | $ | — | | | $ | (92 | ) |
|
Investing Activities | | | | | | | | | |
Proceeds from sale of assets | — | | | 2 | | | — | | | — | | | 2 | |
|
Cash payments for plant, property, and equipment | (32 | ) | | (38 | ) | | — | | | — | | | (70 | ) |
|
Cash payments for software related intangible assets | (3 | ) | | (3 | ) | | — | | | — | | | (6 | ) |
|
Changes in restricted cash | — | | | (9 | ) | | | | | | (9 | ) |
|
Net cash used by investing activities | (35 | ) | | (48 | ) | | — | | | — | | | (83 | ) |
|
Financing Activities | | | | | | | | | |
Issuance of common shares | — | | | — | | | 1 | | | — | | | 1 | |
|
Retirement of long-term debt | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Increase (decrease) in bank overdrafts | — | | | (9 | ) | | — | | | — | | | (9 | ) |
|
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt | — | | | 3 | | | 188 | | | — | | | 191 | |
|
Intercompany dividends and net increase (decrease) in intercompany obligations | 137 | | | 42 | | | (179 | ) | | — | | | — | |
|
Net cash provided by financing activities | 137 | | | 36 | | | 5 | | | — | | | 178 | |
|
Effect of foreign exchange rate changes on cash and cash equivalents | — | | | 7 | | | — | | | — | | | 7 | |
|
Increase (decrease) in cash and cash equivalents | — | | | 10 | | | — | | | — | | | 10 | |
|
Cash and cash equivalents, January 1 | 4 | | | 219 | | | — | | | — | | | 223 | |
|
Cash and cash equivalents, March 31 (Note) | $ | 4 | | | $ | 229 | | | $ | — | | | $ | — | | | $ | 233 | |
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Note: | Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. | | | | | | | | | | | | | | | | | | |