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 2020 and 2024 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. STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 936 $ 1,089 $ — $ — $ 2,025 Affiliated companies 102 135 — (237 ) — 1,038 1,224 — (237 ) 2,025 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 866 1,078 — (237 ) 1,707 Engineering, research, and development 18 17 — — 35 Selling, general, and administrative 41 71 1 — 113 Depreciation and amortization of other intangibles 22 31 — — 53 947 1,197 1 (237 ) 1,908 Other income (expense) Loss on sale of receivables — (1 ) — — (1 ) Other income (expense) 10 8 — (18 ) — 10 7 — (18 ) (1 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 101 34 (1 ) (18 ) 116 Interest expense — External (net of interest capitalized) (1 ) — 17 — 16 Affiliated companies (net of interest income) 19 (19 ) — — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 83 53 (18 ) (18 ) 100 Income tax expense 22 12 — — 34 Equity in net income (loss) from affiliated companies 26 — 70 (96 ) — Net Income (loss) 87 41 52 (114 ) 66 Less: Net income attributable to noncontrolling interests — 14 — — 14 Net income (loss) attributable to Tenneco Inc. $ 87 $ 27 $ 52 $ (114 ) $ 52 Comprehensive income (loss) attributable to Tenneco Inc. $ 87 $ 27 $ 11 $ (114 ) $ 11 STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2014 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 934 $ 1,147 $ — $ — $ 2,081 Affiliated companies 97 153 — (250 ) — 1,031 1,300 — (250 ) 2,081 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 789 1,196 — (250 ) 1,735 Engineering, research, and development 20 22 — — 42 Selling, general, and administrative 33 74 1 — 108 Depreciation and amortization of other intangibles 22 30 — — 52 864 1,322 1 (250 ) 1,937 Other income (expense) Loss on sale of receivables — (1 ) — — (1 ) Other income (expense) (2 ) 11 — (12 ) (3 ) (2 ) 10 — (12 ) (4 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 165 (12 ) (1 ) (12 ) 140 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 147 6 (21 ) (12 ) 120 Income tax expense 34 (3 ) — — 31 Equity in net income (loss) from affiliated companies (2 ) — 99 (97 ) — Net income (loss) 111 9 78 (109 ) 89 Less: Net income attributable to noncontrolling interests — 11 — — 11 Net income (loss) attributable to Tenneco Inc. $ 111 $ (2 ) $ 78 $ (109 ) $ 78 Comprehensive income (loss) attributable to Tenneco Inc. $ 111 $ (2 ) $ 20 $ (109 ) $ 20 STATEMENT OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2015 Guarantor Nonguarantor Tenneco Inc. Reclass & Consolidated (Millions) Revenues Net sales and operating revenues — External $ 2,817 $ 3,361 $ — $ — $ 6,178 Affiliated companies 313 423 — (736 ) — 3,130 3,784 — (736 ) 6,178 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 2,609 3,284 — (736 ) 5,157 Engineering, research, and development 59 55 — — 114 Selling, general, and administrative 137 219 3 — 359 Depreciation and amortization of other intangibles 66 88 — — 154 2,871 3,646 3 (736 ) 5,784 Other income (expense) Loss on sale of receivables (1 ) (2 ) — — (3 ) Other income (expense) 37 11 — (48 ) — 36 9 — (48 ) (3 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 295 147 (3 ) (48 ) 391 Interest expense — External (net of interest capitalized) (2 ) 2 49 — 49 Affiliated companies (net of interest income) 56 (57 ) 1 — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 241 202 (53 ) (48 ) 342 Income tax expense 83 39 — — 122 Equity in net income (loss) from affiliated companies 115 — 232 (347 ) — Net income (loss) 273 163 179 (395 ) 220 Less: Net income attributable to noncontrolling interests — 41 — — 41 Net income (loss) attributable to Tenneco Inc. $ 273 $ 122 $ 179 $ (395 ) $ 179 Comprehensive income (loss) attributable to Tenneco Inc. $ 273 $ 122 $ 93 $ (395 ) $ 93 STATEMENT OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2014 Guarantor Nonguarantor Tenneco Inc. Reclass & Consolidated (Millions) Revenues Net sales and operating revenues — External $ 2,861 $ 3,555 $ — $ — $ 6,416 Affiliated companies 303 458 — (761 ) — 3,164 4,013 — (761 ) 6,416 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 2,566 3,535 — (761 ) 5,340 Engineering, research, and development 60 66 — — 126 Selling, general, and administrative 139 235 5 — 379 Depreciation and amortization of other intangibles 64 91 — — 155 2,829 3,927 5 (761 ) 6,000 Other income (expense) Loss on sale of receivables — (3 ) — — (3 ) Other income (expense) 23 11 — (38 ) (4 ) 23 8 — (38 ) (7 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 358 94 (5 ) (38 ) 409 Interest expense — External (net of interest capitalized) (1 ) 2 57 — 58 Affiliated companies (net of interest income) 55 (56 ) 1 — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 304 148 (63 ) (38 ) 351 Income tax expense 70 47 — — 117 Equity in net income (loss) from affiliated companies 66 — 268 (334 ) — Net income (loss) 300 101 205 (372 ) 234 Less: Net income attributable to noncontrolling interests — 29 — — 29 Net income (loss) attributable to Tenneco Inc. $ 300 $ 72 $ 205 $ (372 ) $ 205 Comprehensive income (loss) attributable to Tenneco Inc. $ 300 $ 72 $ 153 $ (372 ) $ 153 BALANCE SHEET September 30, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ 218 $ — $ — $ 220 Restricted cash — 2 — — 2 Receivables, net 428 1,328 — (475 ) 1,281 Inventories 350 370 — — 720 Deferred income taxes 48 18 6 — 72 Prepayments and other 87 189 — — 276 Total current assets 915 2,125 6 (475 ) 2,571 Other assets: Investment in affiliated companies 1,155 — 982 (2,137 ) — Notes and advances receivable from affiliates 935 12,688 4,875 (18,498 ) — Long-term receivables, net 11 3 — — 14 Goodwill 22 40 — — 62 Intangibles, net 10 13 — — 23 Deferred income taxes 79 24 54 — 157 Other 36 50 11 — 97 2,248 12,818 5,922 (20,635 ) 353 Plant, property, and equipment, at cost 1,281 2,158 — — 3,439 Less — Accumulated depreciation and amortization (855 ) (1,351 ) — — (2,206 ) 426 807 — — 1,233 Total assets $ 3,589 $ 15,750 $ 5,928 $ (21,110 ) $ 4,157 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 80 $ 15 $ — $ 95 Short-term debt — affiliated 116 213 — (329 ) — Trade payables 531 923 — (90 ) 1,364 Accrued taxes 14 18 — — 32 Other 141 259 15 (56 ) 359 Total current liabilities 802 1,493 30 (475 ) 1,850 Long-term debt — non-affiliated — 30 1,216 — 1,246 Long-term debt — affiliated 1,662 12,601 4,235 (18,498 ) — Deferred income taxes — 16 — — 16 Postretirement benefits and other liabilities 419 107 — — 526 Commitments and contingencies Total liabilities 2,883 14,247 5,481 (18,973 ) 3,638 Redeemable noncontrolling interests — 36 — — 36 Tenneco Inc. shareholders’ equity 706 1,431 447 (2,137 ) 447 Noncontrolling interests — 36 — — 36 Total equity 706 1,467 447 (2,137 ) 483 Total liabilities, redeemable noncontrolling interests and equity $ 3,589 $ 15,750 $ 5,928 $ (21,110 ) $ 4,157 BALANCE SHEET December 31, 2014 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 10 $ 272 $ — $ — $ 282 Restricted cash — 3 — — 3 Receivables, net 408 1,309 — (629 ) 1,088 Inventories 312 376 — — 688 Deferred income taxes 49 25 7 — 81 Prepayments and other 96 188 — — 284 Total current assets 875 2,173 7 (629 ) 2,426 Other assets: Investment in affiliated companies 1,064 — 764 (1,828 ) — Notes and advances receivable from affiliates 944 10,589 4,844 (16,377 ) — Long-term receivables, net 12 — — — 12 Goodwill 22 43 — — 65 Intangibles, net 10 16 — — 26 Deferred income taxes 76 14 53 — 143 Other 40 53 13 — 106 2,168 10,715 5,674 (18,205 ) 352 Plant, property, and equipment, at cost 1,236 2,254 — — 3,490 Less — Accumulated depreciation and amortization (845 ) (1,427 ) — — (2,272 ) 391 827 — — 1,218 Total assets $ 3,434 $ 13,715 $ 5,681 $ (18,834 ) $ 3,996 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 54 $ 6 $ — $ 60 Short-term debt — affiliated 243 220 9 (472 ) — Trade payables 478 1,000 — (106 ) 1,372 Accrued taxes (15 ) 31 24 — 40 Other 134 241 3 (51 ) 327 Total current liabilities 840 1,546 42 (629 ) 1,799 Long-term debt — non-affiliated — 44 1,011 — 1,055 Long-term debt — affiliated 1,730 10,516 4,131 (16,377 ) — Deferred income taxes — 18 — — 18 Postretirement benefits and other liabilities 418 129 — 4 551 Commitments and contingencies Total liabilities 2,988 12,253 5,184 (17,002 ) 3,423 Redeemable noncontrolling interests — 35 — — 35 Tenneco Inc. shareholders’ equity 446 1,386 497 (1,832 ) 497 Noncontrolling interests — 41 — — 41 Total equity 446 1,427 497 (1,832 ) 538 Total liabilities, redeemable noncontrolling interests and equity $ 3,434 $ 13,715 $ 5,681 $ (18,834 ) $ 3,996 STATEMENT OF CASH FLOWS Three Months Ended September 30, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ 17 $ 114 $ 4 $ (29 ) $ 106 Investing Activities Proceeds from sale of assets (1 ) 2 — — 1 Cash payments for plant, property, and equipment (36 ) (35 ) — — (71 ) Cash payments for software related intangible assets (2 ) (3 ) — — (5 ) Net cash used by investing activities (39 ) (36 ) — — (75 ) Financing Activities Tax impact from stock-based compensation — — (5 ) — (5 ) Retirement of long-term debt — (1 ) (3 ) — (4 ) Issuance of long-term debt — 1 — — 1 Purchase of common stock under the share repurchase program — — (114 ) — (114 ) Net decrease in bank overdrafts — (10 ) — — (10 ) 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 — (29 ) 167 — 138 Net decrease in short-term borrowings secured by accounts receivables — — (20 ) — (20 ) Intercompany dividend payments and net increase (decrease) in intercompany obligations 20 (20 ) (29 ) 29 — Distributions to noncontrolling interest partners — (22 ) — — (22 ) Net cash provided (used) by financing activities 20 (81 ) (4 ) 29 (36 ) Effect of foreign exchange rate changes on cash and cash equivalents — (25 ) — — (25 ) Decrease in cash and cash equivalents (2 ) (28 ) — — (30 ) Cash and cash equivalents, July 1 4 246 — — 250 Cash and cash equivalents, September 30 (Note) $ 2 $ 218 $ — $ — $ 220 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. STATEMENT OF CASH FLOWS Three Months Ended September 30, 2014 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ 86 $ 42 $ (13 ) $ — $ 115 Investing Activities Proceeds from sale of assets — 1 — — 1 Cash payments for plant, property, and equipment (31 ) (64 ) — — (95 ) Cash payments for software related intangible assets (2 ) (1 ) — — (3 ) Net cash used by investing activities (33 ) (64 ) — — (97 ) Financing Activities Tax impact from stock-based compensation — — 1 — 1 Retirement of long-term debt — — (6 ) — (6 ) Net 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 — 22 (42 ) — (20 ) Net increase in short-term borrowings secured by accounts receivable — — 30 — 30 Intercompany dividend payments and net increase (decrease) in intercompany obligations (53 ) 23 30 — — Net cash provided (used) by financing activities (53 ) 41 13 — 1 Effect of foreign exchange rate changes on cash and cash equivalents — (4 ) — — (4 ) Increase in cash and cash equivalents — 15 — — 15 Cash and cash equivalents, July 1 — 260 — — 260 Cash and cash equivalents, September 30 (Note) $ — $ 275 $ — $ — $ 275 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 Guarantor Nonguarantor Tenneco Inc. Reclass Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ 61 $ 202 $ (28 ) $ (47 ) $ 188 Investing Activities Proceeds from sale of assets — 3 — — 3 Cash payments for plant, property, and equipment (93 ) (128 ) — — (221 ) Cash payments for software related intangible assets (7 ) (6 ) — — (13 ) Changes in restricted cash — 1 — — 1 Net cash used by investing activities (100 ) (130 ) — — (230 ) Financing Activities Issuance of common shares — — 5 — 5 Tax impact from stock-based compensation — — 1 — 1 Retirement of long-term debt — (14 ) (11 ) — (25 ) Issuance of long-term debt — 1 — — 1 Debt issuance cost of long-term debt — — (1 ) — (1 ) Purchase of common stock under the share repurchase program — — (158 ) — (158 ) Net decrease in bank overdrafts — (21 ) — — (21 ) Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables — 30 193 — 223 Net increase in short-term borrowings secured by accounts receivables — — 30 — 30 Intercompany dividend payments and net increase (decrease) in intercompany obligations 31 (47 ) (31 ) 47 — Distributions to noncontrolling interest partners — (44 ) — — (44 ) Net cash provided (used) by financing activities 31 (95 ) 28 47 11 Effect of foreign exchange rate changes on cash and cash equivalents — (31 ) — — (31 ) Decrease in cash and cash equivalents (8 ) (54 ) — — (62 ) Cash and cash equivalents, January 1 10 272 — — 282 Cash and cash equivalents, September 30 (Note) $ 2 $ 218 $ — $ — $ 220 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2014 Guarantor Nonguarantor Tenneco Inc. Reclass Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ (70 ) $ 212 $ (27 ) $ (26 ) $ 89 Investing Activities Proceeds from sale of assets — 1 — — 1 Cash payments for plant, property, and equipment (78 ) (184 ) — — (262 ) Cash payments for software related intangible assets (8 ) (4 ) — — (12 ) Net cash used by investing activities (86 ) (187 ) — — (273 ) Financing Activities Repurchase of common shares — — (1 ) — (1 ) Tax impact from stock-based compensation — — 18 — 18 Retirement of long-term debt — — (16 ) — (16 ) Issuance of long-term debt — 45 — — 45 Net decrease in bank overdrafts — (5 ) — — (5 ) Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt — 29 118 — 147 Net increase in short-term borrowings secured by accounts receivables — — 20 — 20 Intercompany dividend payments and net increase (decrease) in intercompany obligations 150 (64 ) (112 ) 26 — Capital contribution from noncontrolling interest partners — 5 — — 5 Distributions to noncontrolling interest partners — (23 ) — — (23 ) Net cash provided (used) by financing activities 150 (13 ) 27 26 190 Effect of foreign exchange rate changes on cash and cash equivalents — (6 ) — — (6 ) Increase (decrease) in cash and cash equivalents (6 ) 6 — — — Cash and cash equivalents, January 1 6 269 — — 275 Cash and cash equivalents, September 30 (Note) $ — $ 275 $ — $ — $ 275 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. |