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 2024 and 2026 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, 2018 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 1,032 $ 1,542 $ — $ — $ 2,574 Affiliated companies 123 156 — (279 ) — 1,155 1,698 — (279 ) 2,574 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 1,008 1,469 — (279 ) 2,198 Engineering, research, and development 18 23 — — 41 Selling, general, and administrative 74 79 — — 153 Depreciation and amortization of other intangibles 22 37 — — 59 1,122 1,608 — (279 ) 2,451 Other income (expense) Loss on sale of receivables (2 ) (1 ) — — (3 ) Other income (expense) (12 ) 9 — — (3 ) (14 ) 8 — — (6 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 19 98 — — 117 Interest expense — External (net of interest capitalized) 8 2 10 — 20 Affiliated companies (net of interest income) (3 ) — 3 — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 14 96 (13 ) — 97 Income tax (benefit) expense 1 24 — — 25 Equity in net income (loss) from affiliated companies 45 71 (116 ) — Net income (loss) 58 72 58 (116 ) 72 Less: Net income attributable to noncontrolling interests — 14 — — 14 Net income (loss) attributable to Tenneco Inc. $ 58 $ 58 $ 58 $ (116 ) $ 58 Comprehensive income (loss) attributable to Tenneco Inc. $ 58 $ 58 $ 80 $ (116 ) $ 80 STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2017 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Revenues Net sales and operating revenues — External $ 1,018 $ 1,274 $ — $ — $ 2,292 Affiliated companies 144 182 — (326 ) — 1,162 1,456 — (326 ) 2,292 Costs and expenses Cost of sales (exclusive of depreciation and amortization shown below) 992 1,263 — (326 ) 1,929 Engineering, research, and development 20 19 — — 39 Selling, general, and administrative 68 73 — — 141 Depreciation and amortization of other intangibles 21 31 — — 52 1,101 1,386 — (326 ) 2,161 Other income (expense) Loss on sale of receivables — (1 ) — — (1 ) Other income (expense) (17 ) 8 — — (9 ) (17 ) 7 — — (10 ) Earnings (loss) before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies 44 77 — — 121 Interest expense — External (net of interest capitalized) (1 ) — 16 — 15 Affiliated companies (net of interest income) (3 ) 1 2 — — Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies 48 76 (18 ) — 106 Income tax expense 8 25 — — 33 Equity in net income (loss) from affiliated companies 27 — 77 (104 ) — Net income (loss) 67 51 59 (104 ) 73 Less: Net income attributable to noncontrolling interests — 14 — — 14 Net income (loss) attributable to Tenneco Inc. $ 67 $ 37 $ 59 $ (104 ) $ 59 Comprehensive income (loss) attributable to Tenneco Inc. $ 67 $ 37 $ 87 $ (104 ) $ 87 BALANCE SHEET March 31, 2018 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 5 $ 283 $ — $ — $ 288 Restricted cash 2 — — 2 Receivables, net 465 1,648 — (589 ) 1,524 Inventories 387 524 — — 911 Prepayments and other 115 225 — — 340 Total current assets 972 2,682 — (589 ) 3,065 Other assets: Investment in affiliated companies 1,417 — 1,346 (2,763 ) — Notes and advances receivable from affiliates 792 19,712 3,960 (24,464 ) — Long-term receivables, net 9 1 — — 10 Goodwill 22 27 — — 49 Intangibles, net 5 17 — — 22 Deferred income taxes 162 44 — 206 Other 66 88 — — 154 2,473 19,889 5,306 (27,227 ) 441 Plant, property, and equipment, at cost 1,512 2,599 — — 4,111 Less — Accumulated depreciation and amortization (950 ) (1,501 ) — — (2,451 ) 562 1,098 — — 1,660 Total assets $ 4,007 $ 23,669 $ 5,306 $ (27,816 ) $ 5,166 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 49 $ 15 $ — $ 64 Short-term debt — affiliated 316 154 — (470 ) — Accounts payable 713 1,310 — (115 ) 1,908 Accrued taxes 7 36 — — 43 Other 202 222 9 (4 ) 429 Total current liabilities 1,238 1,771 24 (589 ) 2,444 Long-term debt — non-affiliated 694 11 715 — 1,420 Long-term debt — affiliated 1,092 19,570 3,802 (24,464 ) — Deferred income taxes — 12 — — 12 Pension and postretirement benefits and other liabilities 290 125 — — 415 Commitments and contingencies Total liabilities 3,314 21,489 4,541 (25,053 ) 4,291 Redeemable noncontrolling interests — 50 — — 50 Tenneco Inc. shareholders’ equity 693 2,070 765 (2,763 ) 765 Noncontrolling interests — 60 — — 60 Total equity 693 2,130 765 (2,763 ) 825 Total liabilities, redeemable noncontrolling interests and equity $ 4,007 $ 23,669 $ 5,306 $ (27,816 ) $ 5,166 BALANCE SHEET December 31, 2017 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) ASSETS Current assets: Cash and cash equivalents $ 7 $ 308 $ — $ — $ 315 Restricted cash — 3 — — 3 Receivables, net 402 1,567 — (648 ) 1,321 Inventories 383 486 — — 869 Prepayments and other 99 192 — — 291 Total current assets 891 2,556 — (648 ) 2,799 Other assets: Investment in affiliated companies 1,389 — 1,258 (2,647 ) — Notes and advances receivable from affiliates 791 19,119 3,967 (23,877 ) — Long-term receivables, net 8 1 — — 9 Goodwill 22 27 — — 49 Intangibles, net 5 17 — — 22 Deferred income taxes 161 43 — — 204 Other 66 78 — — 144 2,442 19,285 5,225 (26,524 ) 428 Plant, property, and equipment, at cost 1,478 2,530 — — 4,008 Less — Accumulated depreciation and amortization (934 ) (1,459 ) — — (2,393 ) 544 1,071 — — 1,615 Total assets $ 3,877 $ 22,912 $ 5,225 $ (27,172 ) $ 4,842 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term debt (including current maturities of long-term debt) Short-term debt — non-affiliated $ — $ 83 $ — $ — $ 83 Short-term debt — affiliated 408 148 — (556 ) — Accounts payable 562 1,232 — (89 ) 1,705 Accrued taxes 8 37 — — 45 Other 203 221 12 (3 ) 433 Total current liabilities 1,181 1,721 12 (648 ) 2,266 Long-term debt — non-affiliated 632 12 714 — 1,358 Long-term debt — affiliated 1,093 18,981 3,803 (23,877 ) — Deferred income taxes — 11 — — 11 Pension and postretirement benefits and other liabilities 296 127 — — 423 Commitments and contingencies Total liabilities 3,202 20,852 4,529 (24,525 ) 4,058 Redeemable noncontrolling interests — 42 — — 42 Tenneco Inc. shareholders’ equity 675 1,972 696 (2,647 ) 696 Noncontrolling interests — 46 — — 46 Total equity 675 2,018 696 (2,647 ) 742 Total liabilities, redeemable noncontrolling interests and equity $ 3,877 $ 22,912 $ 5,225 $ (27,172 ) $ 4,842 STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ (27 ) $ 32 $ (5 ) $ — Investing Activities Proceeds from sale of assets — 2 — — 2 Cash payments for plant, property, and equipment (38 ) (46 ) — — (84 ) Cash payments for software related intangible assets (2 ) (3 ) — — (5 ) Proceeds from deferred purchase price of factored receivables — 34 — — 34 Net cash used by investing activities (40 ) (13 ) — — (53 ) Financing Activities Issuance of common shares — — (2 ) — (2 ) Cash dividends — — (13 ) — (13 ) Retirement of long-term debt - net (5 ) (1 ) — — (6 ) Net increase 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 97 (35 ) 15 — 77 Net decrease in short-term borrowings secured by accounts receivables (30 ) — — — (30 ) Intercompany dividend payments and net increase (decrease) in intercompany obligations 3 (7 ) 4 — Net cash provided (used) by financing activities 65 (47 ) 4 — 22 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — 3 — — 3 Decrease in cash, cash equivalents and restricted cash (2 ) (25 ) (1 ) — (28 ) Cash, cash equivalents and restricted cash, January 1 7 311 — — 318 Cash, cash equivalents and restricted cash, March 31 (Note) $ 5 $ 286 $ (1 ) $ — $ 290 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, 2017 Guarantor Subsidiaries Nonguarantor Subsidiaries Tenneco Inc. (Parent Company) Reclass & Elims Consolidated (Millions) Operating Activities Net cash provided (used) by operating activities $ (41 ) $ 24 $ (14 ) $ — $ (31 ) Investing Activities Proceeds from sale of assets 2 1 — — 3 Cash payments for plant, property, and equipment (42 ) (61 ) — — (103 ) Cash payments for software related intangible assets (2 ) (4 ) — — (6 ) Proceeds from deferred purchase price of factored receivables — 22 — — 22 Net cash used by investing activities (42 ) (42 ) — — (84 ) Financing Activities Repurchase of common shares — — (3 ) — (3 ) Cash dividends — — (13 ) — (13 ) Retirement of long-term debt - net — — (6 ) — (6 ) Purchase of common stock under the share repurchase program — — (16 ) — (16 ) Net decrease in bank overdrafts — 3 — — 3 Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables — 20 97 — 117 Net increase in short-term borrowings secured by accounts receivable — — 20 — 20 Intercompany dividend payments and net increase (decrease) in intercompany obligations 80 (15 ) (65 ) — — Net cash provided (used) by financing activities 80 8 14 — 102 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — 8 — — 8 Increase (decrease) in cash, cash equivalents and restricted cash (3 ) (2 ) — — (5 ) Cash, cash equivalents and restricted cash, January 1 9 340 — — 349 Cash, cash equivalents and restricted cash, March 31 (Note) $ 6 $ 338 $ — $ — $ 344 Note: Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase. |