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 March 31, 2016 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 996 $ 1,140 $ — $ — $ 2,136 Affiliated companies 127 190 — (317 ) — 1,123 1,330 — (317 ) 2,136 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 949 1,138 — (317 ) 1,770 Engineering, research, and development 20 19 — — 39 Selling, general, and administrative 68 79 — — 147 Depreciation and amortization of other intangibles 21 33 — — 54 1,058 1,269 — (317 ) 2,010 Other income (expense) Loss on sale of receivables — (1 ) — — (1 ) Other income (expense) (6 ) 5 — — (1 ) (6 ) 4 — — (2 ) Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 59 65 — — 124 Interest expense — External (net of interest capitalized) — — 18 — 18 Affiliated companies (net of interest income) (3 ) 2 1 — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 62 63 (19 ) — 106 Income tax expense 13 21 — — 34 Equity in net income (loss) from affiliated companies 27 — 76 (103 ) — Net Income (loss) 76 42 57 (103 ) 72 Less: Net income attributable to noncontrolling interests — 15 — — 15 Net income (loss) attributable to Tenneco Inc. $ 76 $ 27 $ 57 $ (103 ) $ 57 Comprehensive income (loss) attributable to Tenneco Inc. $ 76 $ 27 $ 84 $ (103 ) $ 84 STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 897 $ 1,126 $ — $ — $ 2,023 Affiliated companies 106 145 — (251 ) — 1,003 1,271 — (251 ) 2,023 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 842 1,095 — (251 ) 1,686 Engineering, research, and development 21 20 — — 41 Selling, general, and administrative 46 77 2 — 125 Depreciation and amortization of other intangibles 22 28 — — 50 931 1,220 2 (251 ) 1,902 Other income (expense) Loss on sale of receivables — (1 ) — — (1 ) Other income (expense) (4 ) 4 — — — (4 ) 3 — — (1 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 68 54 (2 ) — 120 Interest expense — External (net of interest capitalized) — — 16 — 16 Affiliated companies (net of interest income) 17 (17 ) — — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 51 71 (18 ) — 104 Income tax expense 18 23 — — 41 Equity in net income (loss) from affiliated companies 30 — 67 (97 ) — Net income (loss) 63 48 49 (97 ) 63 Less: Net income attributable to noncontrolling interests — 14 — — 14 Net income (loss) attributable to Tenneco Inc. $ 63 $ 34 $ 49 $ (97 ) $ 49 Comprehensive income (loss) attributable to Tenneco Inc. $ 63 $ 34 $ (20 ) $ (97 ) $ (20 ) BALANCE SHEET March 31, 2016 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 4 $ 370 $ — $ — $ 374 Restricted cash — 2 — — 2 Receivables, net 503 1,334 — (551 ) 1,286 Inventories 354 392 — — 746 Prepayments and other 73 181 — — 254 Total current assets 934 2,279 — (551 ) 2,662 Other assets: Investment in affiliated companies 1,136 — 1,005 (2,141 ) — Notes and advances receivable from affiliates 952 14,112 4,954 (20,018 ) — Long-term receivables, net 10 1 — — 11 Goodwill 22 37 — — 59 Intangibles, net 9 12 — — 21 Deferred income taxes 121 27 66 — 214 Other 42 50 11 — 103 2,292 14,239 6,036 (22,159 ) 408 Plant, property, and equipment, at cost 1,281 2,232 — — 3,513 Less — Accumulated depreciation and amortization (856 ) (1,379 ) — — (2,235 ) 425 853 — — 1,278 Total assets $ 3,651 $ 17,371 $ 6,036 $ (22,710 ) $ 4,348 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 82 $ 15 $ — $ 97 Short-term debt — affiliated 121 233 — (354 ) — Accounts payable 540 1,058 — (136 ) 1,462 Accrued taxes 14 38 — — 52 Other 125 231 15 (61 ) 310 Total current liabilities 800 1,642 30 (551 ) 1,921 Long-term debt — non-affiliated — 28 1,283 — 1,311 Long-term debt — affiliated 1,732 14,068 4,218 (20,018 ) — Deferred income taxes — 9 — — 9 Postretirement benefits and other liabilities 419 83 — — 502 Commitments and contingencies Total liabilities 2,951 15,830 5,531 (20,569 ) 3,743 Redeemable noncontrolling interests — 51 — — 51 Tenneco Inc. shareholders’ equity 700 1,441 505 (2,141 ) 505 Noncontrolling interests — 49 — — 49 Total equity 700 1,490 505 (2,141 ) 554 Total liabilities, redeemable noncontrolling interests and equity $ 3,651 $ 17,371 $ 6,036 $ (22,710 ) $ 4,348 BALANCE SHEET December 31, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 2 $ 285 $ — $ — $ 287 Restricted cash — 1 — — 1 Receivables, net 299 1,241 — (428 ) 1,112 Inventories 333 349 — — 682 Prepayments and other 67 162 — — 229 Total current assets 701 2,038 — (428 ) 2,311 Other assets: Investment in affiliated companies 1,146 — 891 (2,037 ) — Notes and advances receivable from affiliates 938 13,291 4,788 (19,017 ) — Long-term receivables, net 11 2 — — 13 Goodwill 22 38 — — 60 Intangibles, net 9 13 — — 22 Deferred income taxes 122 28 68 — 218 Other 42 47 11 — 100 2,290 13,419 5,758 (21,054 ) 413 Plant, property, and equipment, at cost 1,281 2,137 — — 3,418 Less — Accumulated depreciation and amortization (851 ) (1,324 ) — — (2,175 ) 430 813 — — 1,243 Total assets $ 3,421 $ 16,270 $ 5,758 $ (21,482 ) $ 3,967 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 73 $ 13 $ — $ 86 Short-term debt — affiliated 164 147 — (311 ) — Accounts payable 484 955 — (63 ) 1,376 Accrued taxes 6 31 — — 37 Other 125 221 3 (54 ) 295 Total current liabilities 779 1,427 16 (428 ) 1,794 Long-term debt — non-affiliated — 21 1,103 — 1,124 Long-term debt — affiliated 1,583 13,226 4,208 (19,017 ) — Deferred income taxes — 7 — — 7 Postretirement benefits and other liabilities 424 100 — — 524 Commitments and contingencies Total liabilities 2,786 14,781 5,327 (19,445 ) 3,449 Redeemable noncontrolling interests — 43 — — 43 Tenneco Inc. shareholders’ equity 635 1,404 433 (2,039 ) 433 Noncontrolling interests — 42 — — 42 Total equity 635 1,446 433 (2,039 ) 475 Total liabilities, redeemable noncontrolling interests and equity $ 3,421 $ 16,270 $ 5,760 $ (21,484 ) $ 3,967 STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ (212 ) $ 180 $ 3 $ — $ (29 ) Investing Activities Proceeds from sale of assets — 1 — — 1 Cash payments for plant, property, and equipment (13 ) (55 ) — — (68 ) Cash payments for software related intangible assets (2 ) (4 ) — — (6 ) Changes in restricted cash — (1 ) — — (1 ) Net cash used by investing activities (15 ) (59 ) — — (74 ) Financing Activities Issuance of common shares — — (2 ) — (2 ) Retirement of long-term debt — — (4 ) — (4 ) Issuance of long-term debt — 5 — — 5 Purchase of common stock under the share repurchase program — — (16 ) — (16 ) Net decrease in bank overdrafts — 7 — — 7 Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt — 8 185 — 193 Intercompany dividend payments and net increase (decrease) in intercompany obligations 229 (63 ) (166 ) — — Net cash provided (used) by financing activities 229 (43 ) (3 ) — 183 Effect of foreign exchange rate changes on cash and cash equivalents — 7 — — 7 Increase in cash and cash equivalents 2 85 — — 87 Cash and cash equivalents, January 1 2 285 — — 287 Cash and cash equivalents, March 31 (Note) $ 4 $ 370 $ — $ — $ 374 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 March 31, 2015 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ (74 ) $ 26 $ (2 ) $ — $ (50 ) Investing Activities Proceeds from sale of assets — 1 — — 1 Cash payments for plant, property, and equipment (27 ) (50 ) — — (77 ) Cash payments for software related intangible assets (2 ) (3 ) — — (5 ) Changes in restricted cash — 3 3 Net cash used by investing activities (29 ) (49 ) — — (78 ) Financing Activities Tax impact from stock-based compensation — — 3 — 3 Retirement of long-term debt — — (4 ) — (4 ) Purchase of common stock under the share repurchase program — — (11 ) — (11 ) Net decrease in bank overdrafts — (8 ) — — (8 ) Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables — 64 47 — 111 Net increase in short-term borrowings secured by accounts receivable — — 50 — 50 Intercompany dividend payments and net increase (decrease) in intercompany obligations 93 (10 ) (83 ) — — Net cash provided by financing activities 93 46 2 — 141 Effect of foreign exchange rate changes on cash and cash equivalents — (7 ) — — (7 ) Increase (decrease) in cash and cash equivalents (10 ) 16 — — 6 Cash and cash equivalents, January 1 10 272 — — 282 Cash and cash equivalents, March 31 (Note) $ — $ 288 $ — $ — $ 288 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. |