NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in millions, except share and per share amounts, or as otherwise noted)
1. Description of Business
Tenneco Inc. (“Tenneco” or “the Company”) was formed under the laws of Delaware in 1996. Tenneco designs, manufactures, markets, and distributes products and services for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers. Tenneco consists of four operating segments, Motorparts, Performance Solutions, Clean Air, and Powertrain and serves both original equipment (“OE”) manufacturers and the repair and replacement markets worldwide.
Proposed Merger
On February 22, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pegasus Holdings III, LLC (“Parent”) and Pegasus Merger Co., a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, “Buyer”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tenneco (the “Merger”) with Tenneco continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo Global Management, Inc. At the effective time of the Merger (the “Effective Time”), each share of the Company’s Class A voting common stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to the Merger Agreement or shares of Class A voting common stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law), will be automatically converted into the right to receive $20.00 in cash, without interest.
At the Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each restricted share unit award (“RSU”) and each performance share unit award (“PSU”) of Tenneco that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the holder’s right to receive a cash amount (subject to any applicable withholding taxes) calculated based on the per-share Merger consideration of $20.00.
The Company’s Board of Directors and the sole member or board of directors, as applicable, of Parent and Merger Sub have each unanimously approved the Merger and the Merger Agreement. On June 7, 2022, the Company’s stockholders approved the Merger and Merger Agreement, and the closing of the Merger remains subject to various conditions, including (i) the absence of any order, injunction or other legal or regulatory restraint making illegal, enjoining or otherwise prohibiting the closing of the Merger; (ii) the receipt of clearances and/or approvals under applicable foreign competition and/or other laws; (iii) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications; and (iv) compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement under clause (b) of such definition). The closing of the Merger is not subject to a financing condition, and Parent has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement.
All conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement except for the conditions pertaining to the antitrust and competition laws of the European Union and Japan. Parent, Merger Sub and Tenneco expect to consummate the Merger promptly upon satisfaction or waiver of the remaining conditions to closing under the Merger Agreement, including receipt of such remaining antitrust and competition law approvals (or expiration of applicable waiting periods), in accordance with the terms of the Merger Agreement. The Merger is expected to close in the second half of 2022. Until the closing, the Company will continue to operate as an independent company.
The Company has incurred and will incur certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. In the event that the Merger Agreement is terminated, the Company may also be required to pay a cash termination fee to Parent of $54 million, as required under the Merger Agreement under certain circumstances.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
2. Basis of Presentation
Basis of Presentation — Interim Financial Statements
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments (consisting of normal recurring adjustments) management believes are necessary to fairly state the results of operations, comprehensive income, financial position, changes in shareholders’ equity, and cash flows. The Company’s management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 24, 2022 (the “2021 Form 10-K”). Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
There are many uncertainties related to the COVID-19 global pandemic (including the recent implementation of government lockdowns in China), the semiconductor shortage, the Russia and Ukraine conflict, other supply chain challenges, and the effects of inflation and rising interest rates on the overall macroeconomic environment that could negatively affect the Company’s results of operations, financial position, and cash flows. The Company does not have significant operations in Russia or Ukraine compared to its global operations, but its operations in these regions have been disrupted due to the conflict. Sales from the Company’s Russian subsidiaries and sales into Russia and Ukraine from its global subsidiaries were less than 1% of its consolidated “Net sales and operating revenue” for the year ended December 31, 2021.
Redeemable noncontrolling interests
The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the event of a change in control of Tenneco Inc. or certain of its subsidiaries or the passage of time.
At June 30, 2022 and December 31, 2021, the Company held redeemable noncontrolling interests of $40 million and $50 million which were not currently redeemable or probable of becoming redeemable. The redemption of these redeemable noncontrolling interests is not solely within the Company’s control, therefore, they are presented in the temporary equity section of the Company’s condensed consolidated balance sheets. The Company does not believe it is probable the redemption features related to these noncontrolling interest securities will be triggered, as a change in control event is generally not probable until it occurs. As such, these noncontrolling interests have not been remeasured to redemption value.
In addition, at December 31, 2021, the Company held a redeemable noncontrolling interest of $41 million, which became redeemable during the six months ended June 30, 2022 following the third anniversary of the Öhlins acquisition on January 10, 2019. This redeemable noncontrolling interest represents a 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) retained by K Öhlin Holding AB (“Köhlin”). This noncontrolling interest was also presented in the temporary equity section of the Company’s condensed consolidated balance sheets and had been remeasured to its redemption value. The Company immediately recognized changes to redemption value as a component of “Net income (loss) attributable to noncontrolling interests” in the condensed consolidated statements of income (loss). During the second quarter of 2022, the Company received a notice from Köhlin of its intention to redeem all of the KÖ Interest. It was redeemed for $53 million and paid in June.
The following is a rollforward of activities in the Company’s redeemable noncontrolling interests:
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2022 | | 2021 |
| Balance at beginning of period | $ | 91 | | | $ | 78 | |
| Net income (loss) attributable to redeemable noncontrolling interests | 5 | | | 13 | |
| Other comprehensive (loss) income | (8) | | | (1) | |
| | | |
| | | |
| Redemption value measurement adjustments | 16 | | | 18 | |
| Noncontrolling interest redemption | (53) | | | — | |
| | | |
| Dividends declared to noncontrolling interests | (11) | | | — | |
| Balance at end of period | $ | 40 | | | $ | 108 | |
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding during the period. Diluted earnings (loss) per share reflects the weighted average effect of all potentially dilutive securities from the date of issuance. Actual weighted average shares outstanding used in calculating earnings (loss) per share were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Weighted average shares of common stock outstanding | 83,623,222 | | | 82,251,559 | | | 83,378,010 | | | 82,102,310 | |
| Effect of dilutive securities: | | | | | | | |
| RSUs and PSUs | — | | | — | | | — | | | 1,020,044 | |
| Weighted average shares of common stock outstanding including dilutive securities | 83,623,222 | | | 82,251,559 | | | 83,378,010 | | | 83,122,354 | |
| | | | | | | |
| Weighted average number of antidilutive stock-based awards excluded from the calculation of diluted earnings per share | 4,106,860 | | | 3,459,155 | | | 4,012,971 | | | 2,032,790 | |
Assets Held for Sale and Divestitures
At June 30, 2022 and December 31, 2021, the Company had $12 million and $22 million of assets held for sale, which primarily consists of land and buildings, and non-core machinery and equipment across multiple segments that are expected to be sold in the next twelve months, as well as $8 million and $9 million in related environmental and asset retirement obligation liabilities. The Company recognized $2 million of impairment charges on assets held for sale during the six months ended June 30, 2022.
In the first quarter of 2022, the Company closed on the sale of a non-core business and recognized a loss on the sale of $2 million during the six months ended June 30, 2022. The Company received $1 million and $2 million of cash proceeds during the three and six months ended June 30, 2022, with the remaining expected to be received in the second half of 2022.
The assets and liabilities held for sale are recorded in “Prepayments and other current assets” and “Accrued expenses and other current liabilities” in the consolidated balance sheets at June 30, 2022 and December 31, 2021.
3. Restructuring Charges, Net and Asset Impairments
The Company’s restructuring activities are undertaken as necessary to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company’s businesses and to relocate operations to best cost locations.
The Company’s restructuring charges consist primarily of employee costs (principally severance and/or termination benefits), and facility closure and exit costs. Restructuring charges, net and asset impairments by segment are as follows:
Three and Six Months Ended June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 |
| Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Corporate | | Total |
| Severance and other charges, net | $ | 4 | | | $ | 4 | | | $ | 4 | | | $ | 16 | | | $ | 1 | | | $ | 29 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Total restructuring charges, net and asset impairments | $ | 4 | | | $ | 4 | | | $ | 4 | | | $ | 16 | | | $ | 1 | | | $ | 29 | |
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Corporate | | Total |
| Severance and other charges, net | $ | 4 | | | $ | 5 | | | $ | 8 | | | $ | 18 | | | $ | 3 | | | $ | 38 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Other non-restructuring asset impairments | 2 | | | — | | | — | | | — | | | — | | | 2 | |
| Impairment of assets held for sale | — | | | — | | | — | | | 2 | | | — | | | 2 | |
| Total asset impairment charges | 2 | | | — | | | — | | | 2 | | | — | | | 4 | |
| Total restructuring charges, net and asset impairments | $ | 6 | | | $ | 5 | | | $ | 8 | | | $ | 20 | | | $ | 3 | | | $ | 42 | |
Severance and other charges, net
The Company recognized net charges of $15 million and $18 million in severance and other charges expected to be paid for cost reduction initiatives aimed at optimizing the Company’s cost structure across all segments and regions during the three and six months ended June 30, 2022. The Company also recognized net charges of $14 million and $20 million in severance and other charges related to plant consolidations, relocations, and closures during the three and six months ended June 30, 2022.
Motorparts recognized severance and other charges, and revisions to estimates as follows:
•$6 million in severance and other charges, along with a reduction of $1 million in revisions to estimates for the three and six months ended June 30, 2022 in connection with cost reduction initiatives, primarily in North America and Europe; and
•$1 million reduction in severance and other charges due to revision in estimates related to plant consolidations, relocations, and closures for the three and six months ended June 30, 2022, primarily in Europe.
Performance Solutions recognized severance and other charges, and revisions to estimates as follows:
•$6 million in severance and other charges, along with a reduction of $2 million in revisions to estimates for the three and six months ended June 30, 2022 in connection with cost reduction initiatives in North America and Europe; and
•$1 million related to plant consolidations, relocations, and closures for the six months ended June 30, 2022, primarily in North America.
Clean Air recognized severance and other charges as follows:
•$4 million in severance and other charges for the three and six months ended June 30, 2022 in connection with cost reduction initiatives, primarily in Europe; and
•$4 million related to plant consolidations, relocations, and closures for the six months ended June 30, 2022, in North America and Asia Pacific.
Powertrain recognized severance and other charges, and revisions to estimates as follows:
•$2 million and $5 million related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount for the three and six months ended June 30, 2022. At June 30, 2022, total severance related restructuring charges for this program aggregate to $25 million, $20 million under the current voluntary program and $5 million related to other cost reduction initiatives. Total severance related charges are expected to be approximately $36 million;
•$15 million and $16 million related to plant consolidations, relocations, and closures for the three and six months ended June 30, 2022, primarily in Europe; and
•$1 million and $3 million reduction in severance and other charges due to a revision in estimates for the three and six months ended June 30, 2022 in connection with other cost reduction initiatives, primarily in Asia Pacific and Europe.
The Company also incurred $1 million and $3 million in cash severance costs within its corporate component for the three and six months ended June 30, 2022.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Asset impairments
Other non-restructuring asset impairments
During the six months ended June 30, 2022, the Motorparts segment recognized asset impairment charges of $2 million related to the write-down of property, plant and equipment.
Impairment of assets held for sale
Refer to Note 2, “Basis of Presentation” for information on the impairment of assets held for sale.
Three and Six Months Ended June 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 |
| Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Corporate | | Total |
| Severance and other charges, net | $ | 5 | | | $ | 8 | | | $ | 2 | | | $ | 8 | | | $ | 1 | | | $ | 24 | |
| | | | | | | | | | | |
| Asset impairments related to restructuring actions | 1 | | | — | | | — | | | — | | | — | | | 1 | |
| Other non-restructuring asset impairments | — | | | — | | | — | | | — | | | 2 | | | 2 | |
| | | | | | | | | | | |
| Total asset impairment charges | 1 | | | — | | | — | | | — | | | 2 | | | 3 | |
| Total restructuring charges, net and asset impairments | $ | 6 | | | $ | 8 | | | $ | 2 | | | $ | 8 | | | $ | 3 | | | $ | 27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 |
| Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Corporate | | Total |
| Severance and other charges, net | $ | 7 | | | $ | 12 | | | $ | 11 | | | $ | 18 | | | $ | 1 | | | $ | 49 | |
| | | | | | | | | | | |
| Asset impairments related to restructuring actions | 1 | | | — | | | — | | | — | | | — | | | 1 | |
| Other non-restructuring asset impairments | — | | | — | | | — | | | — | | | 2 | | | 2 | |
| | | | | | | | | | | |
| Total asset impairment charges | 1 | | | — | | | — | | | — | | | 2 | | | 3 | |
| Total restructuring charges, net and asset impairments | $ | 8 | | | $ | 12 | | | $ | 11 | | | $ | 18 | | | $ | 3 | | | $ | 52 | |
Severance and other charges, net
The Company recognized a net charge of $15 million and $32 million in severance and other charges expected to be paid for cost reduction initiatives during the three and six months ended June 30, 2021. The Company also recognized $9 million and $20 million in severance and other charges related to plant consolidations, relocations, and closures during the three and six months ended June 30, 2021.
In response to the COVID-19 pandemic the Company announced Project Accelerate and executed global headcount reductions. The Company recognized a reduction of $3 million in revisions to estimates in connection with cash and severance payments expected to be paid in connection with these actions during the six months ended June 30, 2021.
Motorparts recognized severance and other charges, and revisions to estimates as follows:
•$1 million and $3 million for the three and six months ended June 30, 2021 in connection with its supply chain rationalization and distribution network initiative to achieve efficiencies and improve throughput to its customers in North America;
•$1 million, along with a reduction of $4 million in revisions to estimates, for the three and six months ended June 30, 2021 in connection with cost reduction initiatives primarily in Europe; and
•$7 million for the three and six months ended June 30, 2021 related to plant consolidations, relocations, and closures, primarily in Europe.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Performance Solutions recognized severance and other charges as follows:
•$7 million and $11 million for the three and six months ended June 30, 2021 in connection with the other cost reduction initiatives primarily in Europe; and
•$1 million for the three and six months ended June 30, 2021 related to plant consolidations, relocations, and closures, primarily in North America.
Clean Air recognized severance and other charges, and revisions to estimates as follows:
•$2 million and $17 million for the three and six months ended June 30, 2021, along with a reduction of $1 million and $6 million in revisions to estimates for the three and six months ended June 30, 2021, in connection with cost reduction initiatives primarily in Europe;
•$1 million and $3 million for the three and six months ended June 30, 2021 related to plant consolidations, relocations and closures primarily in North America and Asia Pacific; and
•$3 million reduction in severance and other charges for the six months ended June 30, 2021 due to a revision in estimates in connection with Project Accelerate.
Powertrain recognized severance and other charges, and revisions to estimates as follows:
•$9 million for the three and six months ended June 30, 2021 in connection with cost reduction initiatives primarily in Asia Pacific;
•$3 million and $4 million reduction in severance and other charges due to a revision in estimates for the three and six months ended June 30, 2021 in connection with the other cost reduction initiatives primarily in Europe;
•$9 million for the six months ended June 30, 2021 in severance and other charges related to plant consolidations, relocations, and closures, primarily in Europe and North America; and
•$2 million and $4 million restructuring costs incurred for the three and six months ended June 30, 2021 related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount.
The Company also incurred $1 million in cash severance costs within its corporate component for the three and six months ended June 30, 2021.
Asset impairments
Asset impairments related to restructuring actions
During the three and six months ended June 30, 2021, as a result of actions in the Motorparts segment, asset impairment charges of $1 million were recognized related to the write-down of property, plant and equipment.
Other non-restructuring asset impairments
As a result of changes in the business, during the second quarter of 2021, the Company assessed and concluded an impairment trigger had occurred for certain long-lived asset groups in its corporate component and recognized an impairment charge of $2 million related to operating lease right-of-use assets during the three and six months ended June 30, 2021.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Restructuring Reserve Rollforward
The following table provides a summary of the Company’s restructuring liabilities and related activity for each type of exit costs:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2021 |
| Employee Costs | | Facility Closure and Other Costs | | Total | | Employee Costs | | Facility Closure and Other Costs | | Total |
| Balance at beginning of period | $ | 63 | | | $ | — | | | $ | 63 | | | $ | 99 | | | $ | 1 | | | $ | 100 | |
| Provisions | 10 | | | 1 | | | 11 | | | 31 | | | 3 | | | 34 | |
| Revisions to estimates | (2) | | | — | | | (2) | | | (9) | | | — | | | (9) | |
| Payments | (17) | | | (1) | | | (18) | | | (21) | | | (4) | | | (25) | |
| Foreign currency | — | | | — | | | — | | | (1) | | | — | | | (1) | |
| Balance at March 31 | 54 | | | — | | | 54 | | | 99 | | | — | | | 99 | |
| Provisions | 33 | | | 1 | | | 34 | | | 30 | | | 2 | | | 32 | |
| Revisions to estimates | (5) | | | — | | | (5) | | | (8) | | | — | | | (8) | |
| Payments | (6) | | | (1) | | | (7) | | | (22) | | | (2) | | | (24) | |
| Foreign currency | (1) | | | — | | | (1) | | | — | | | — | | | — | |
| Balance at end of period | $ | 75 | | | $ | — | | | $ | 75 | | | $ | 99 | | | $ | — | | | $ | 99 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
4. Inventories
Inventory by major classification was as follows:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Finished goods | $ | 851 | | | $ | 747 | |
| Work in process | 610 | | | 508 | |
| Raw materials | 535 | | | 510 | |
| Materials and supplies | 77 | | | 81 | |
| Total inventories | $ | 2,073 | | | $ | 1,846 | |
Beginning in the second quarter of 2020, the Motorparts segment initiated a rationalization of its supply chain and distribution network to achieve supply chain efficiencies and improve throughput to its customers. During the three and six months ended June 30, 2021, the Motorparts segment recognized a non-cash charge of $44 million to write-down inventory to its net realizable value, $1 million of impairment charge to write-down property, plant and equipment, and $1 million and $3 million in restructuring charges related to cash severance benefits and other costs. Refer to Note 3, “Restructuring Charges, Net and Asset Impairments” for additional information.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
5. Goodwill and Other Intangible Assets
The Company’s goodwill consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Total |
| Gross carrying amount at beginning of period | $ | 623 | | | $ | 546 | | | $ | 22 | | | $ | 59 | | | $ | 1,250 | |
| | | | | | | | | |
| Foreign exchange | — | | | (1) | | | — | | | — | | | (1) | |
| Gross carrying amount at March 31, 2022 | 623 | | | 545 | | | 22 | | | 59 | | | 1,249 | |
| | | | | | | | | |
| Foreign exchange | (1) | | | (5) | | | (1) | | | — | | | (7) | |
| Gross carrying amount at end of period | 622 | | | 540 | | | 21 | | | 59 | | | 1,242 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Accumulated impairment loss at beginning of period | (310) | | | (374) | | | — | | | (59) | | | (743) | |
| | | | | | | | | |
| Foreign exchange | — | | | 1 | | | — | | | — | | | 1 | |
| Accumulated impairment loss at March 31, 2022 | (310) | | | (373) | | | — | | | (59) | | | (742) | |
| | | | | | | | | |
| Foreign exchange | 1 | | | 5 | | | — | | | — | | | 6 | |
| Accumulated impairment loss at end of period | (309) | | | (368) | | | — | | | (59) | | | (736) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Net carrying value at end of period | $ | 313 | | | $ | 172 | | | $ | 21 | | | $ | — | | | $ | 506 | |
The Company’s intangible assets consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2022 | | December 31, 2021 |
| |
Useful Lives (in Years) | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value |
| Definite-lived intangible assets: | | | | | | | | | | | | | |
| Customer relationships and platforms | 10 | | $ | 973 | | | $ | (416) | | | $ | 557 | | | $ | 993 | | | $ | (374) | | | $ | 619 | |
| Customer contract | 10 | | 8 | | | (7) | | | 1 | | | 8 | | | (7) | | | 1 | |
| Patents | 10 to 17 | | 1 | | | (1) | | | — | | | 1 | | | (1) | | | — | |
| Technology rights | 10 to 30 | | 143 | | | (65) | | | 78 | | | 135 | | | (62) | | | 73 | |
| Packaged kits know-how | 10 | | 54 | | | (20) | | | 34 | | | 54 | | | (18) | | | 36 | |
| Catalogs | 10 | | 47 | | | (18) | | | 29 | | | 47 | | | (15) | | | 32 | |
| Licensing agreements | 3 to 5 | | 61 | | | (50) | | | 11 | | | 64 | | | (47) | | | 17 | |
| Land use rights | 28 to 46 | | 48 | | | (6) | | | 42 | | | 51 | | | (6) | | | 45 | |
| | | $ | 1,335 | | | $ | (583) | | | 752 | | | $ | 1,353 | | | $ | (530) | | | 823 | |
| Indefinite-lived intangible assets: | | | | | | | | | | | | | |
| Trade names and trademarks | | | | | | | 228 | | | | | | | 233 | |
| Total | | | | | | | $ | 980 | | | | | | | $ | 1,056 | |
The amortization expense associated with definite-lived intangible assets is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Amortization expense | $ | 31 | | | $ | 33 | | | $ | 62 | | | $ | 65 | |
The expected future amortization expense for the Company’s definite-lived intangible assets is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 and thereafter | | Total |
| Expected amortization expense | $ | 61 | | | $ | 120 | | | $ | 113 | | | $ | 113 | | | $ | 113 | | | $ | 232 | | | $ | 752 | |
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
6. Investment in Nonconsolidated Affiliates
During the three and six months ended June 30, 2022, the Company sold a portion of its investment in KB Autosys Co., Ltd. (KB Autosys) for cash proceeds of $1 million and recognized a loss on the sale of $1 million such that the Company’s ownership fell below 20%. As a result, the Company no longer has the ability to exercise significant influence over KB Autosys and the equity method of accounting will no longer be used to account for this investment. A non-cash loss of $5 million was recognized in “Other income (expense), net” in the condensed consolidated statements of income (loss) during the three and six months ended June 30, 2022 as a result of the change in accounting to fair value. No other significant changes occurred in the Company’s ownership interests in its nonconsolidated affiliates during the three and six months ended June 30, 2022.
The carrying amount of the Company’s investments in its nonconsolidated affiliates accounted for under the equity method exceeded its share of the underlying net assets by $209 million and $258 million at June 30, 2022 and December 31, 2021.
The following table is a summary of transactions with the Company’s nonconsolidated affiliates:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net sales | $ | 18 | | | $ | 20 | | | $ | 34 | | | $ | 40 | |
| Purchases | $ | 97 | | | $ | 108 | | | $ | 204 | | | $ | 223 | |
| Royalty and other income (expense) | $ | 3 | | | $ | 3 | | | $ | 5 | | | $ | 7 | |
The following table is a summary of amounts due to and from the Company’s nonconsolidated affiliates:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Receivables | $ | 11 | | | $ | 10 | |
| Payables and accruals | $ | 70 | | | $ | 69 | |
7. Financial Instruments and Fair Value
The Company is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices, equity price risk associated with share-based compensation awards, and changes in interest rates, which may result in cash flow risks. For exposures not offset within its operations, the Company may enter into various derivative or other financial instrument transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes. In certain cases, the Company may or may not designate certain derivative instruments as hedges for accounting purposes. Designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. The Company assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.
Market Risks
Foreign Currency Exchange Rate Risk
The Company manufactures and sells its products globally. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Company manufactures and sells its products. The Company generally tries to use natural hedges within its foreign currency activities to minimize foreign currency risk. Where natural hedges are not in place, the Company considers managing certain aspects of its foreign currency activities and larger transactions through the use of foreign currency options or forward contracts.
Concentrations of Credit Risk
Financial instruments, including cash equivalents and derivative contracts, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s requirement of high credit standing. The Company’s concentration of credit risk related to derivative contracts at June 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Equity Price Risk
The Company has certain cash-settled share-based incentive compensation awards that are dependent upon the Company’s stock price. The related cash payouts increase as the stock price increases and decrease as the stock price decreases. The Company has entered into certain financial instruments that move in the opposite direction of the cash settlement of these awards. Based on the Company’s current position, these financial instruments mitigate the market risk related to the final settlement of the cash-settled share-based incentive compensation awards. Effective in the third quarter of 2021, investment options based on the Company’s stock price no longer exist under the incentive deferral plan and, at both June 30, 2022 and December 31, 2021, there are no deferred compensation balances correlated to the Company’s stock price. Refer to “Other Financial Instruments” section below for additional details on these liabilities and the related financial instruments used to reduce the Company’s equity price risk.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Asset and Liability Instruments
The carrying value of cash and cash equivalents, restricted cash, short and long-term receivables, accounts payable, and short-term debt approximates fair value.
Derivative Instruments
Foreign Currency Forward Contracts
The Company enters into foreign currency forward purchase and sale contracts to mitigate its exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables and intercompany loans. The Company calculates the fair value of its foreign currency contracts using currency forward rates (level 2), to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. Derivative gains and losses associated with these foreign currency forward contracts are recognized in “Cost of sales (exclusive of depreciation and amortization)” in the condensed consolidated statements of income (loss). The fair value of these derivative instruments at June 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.
The following table summarizes by position the notional amounts for foreign currency forward contracts at June 30, 2022, all of which mature in the next twelve months:
| | | | | |
| | Notional Amount |
| Long positions | $ | 376 | |
| Short positions | $ | (376) | |
Other Financial Instruments
Cash-Settled Share and Index Swap Transactions
The Company has certain employee compensation arrangements, including cash-settled share-based units granted under its long-term incentive plan, that are valued based on the Company’s stock price. The share equivalents outstanding related to cash-settled share-based awards are as follows:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Restricted Stock Units (RSUs) | 1,193,915 | | 1,451,422 |
| Performance Share Units (PSUs) | 4,376,689 | | 2,951,316 |
| 5,570,604 | | 4,402,738 |
The Company has entered into financial instruments to mitigate the risk associated with both the vested and unvested portions of its cash-settled share-based incentive compensation awards. The number of common share equivalents under these agreements was 1,600,000 and 3,100,000 at June 30, 2022 and December 31, 2021.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
These financial instruments primarily use the Company’s stock price as an observable input (level 2) in determining fair value. The estimated fair value of these financial instruments is as follows:
| | | | | | | | | | | | | | |
| Balance sheet classification | June 30,
2022 | | December 31,
2021 |
Other financial instruments in asset positions(a) | Prepayments and other current assets | $ | 28 | | | $ | 35 | |
| | | | |
(a) There is a cash premium of $3 million at June 30, 2022 associated with one of these financial instruments, which is included in “Prepayments and other current assets” in the condensed consolidated balance sheets, and none at December 31, 2021.
The gains and losses associated with these other financial instruments are recognized in “Selling, general, and administrative” in the condensed consolidated statements of income (loss).
Hedging Instruments
Cash Flow Hedges — Commodity Price Risk
The Company’s production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. Commodity rate price forward contracts are executed to offset a portion of the exposure to potential change in prices for raw materials. The Company monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts.
The Company has designated these contracts as cash flow hedging instruments. The Company records unrecognized gains and losses in other comprehensive income (loss) (“OCI” or “OCL”) and makes reclassifying adjustments into “Cost of sales (exclusive of depreciation and amortization)” within the condensed consolidated statements of income (loss) when the underlying hedged transaction is recognized in earnings. The Company had commodity derivatives outstanding with an equivalent notional amount of $58 million and $34 million at June 30, 2022 and December 31, 2021. Substantially all of the commodity price hedge contracts mature within one year.
The Company calculates the fair value of its commodity contracts using commodity forward rates (level 2), to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. The fair value of these derivative instruments at June 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements.
Net Investment Hedge — Foreign Currency Borrowings
On March 17, 2021, all of the outstanding foreign currency borrowings designated as a net investment hedge were discharged, as a result, there were no outstanding foreign currency denominated borrowings designated as a net investment hedge at December 31, 2021. The Company’s debt instruments are discussed further in Note 8, “Debt and Other Financing Arrangements”.
The following table represents the amount of gain (loss) recognized in accumulated other comprehensive income (loss) before any reclassifications into net income (loss) for derivative and non-derivative instruments designated as hedges:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Commodity price hedge contracts designated as cash flow hedges | $ | (13) | | | $ | (1) | | | $ | (7) | | | $ | 1 | |
| Foreign currency borrowings designated as a net investment hedge | $ | — | | | $ | — | | | $ | — | | | $ | 11 | |
The Company estimates approximately $8 million included in accumulated OCI or OCL at June 30, 2022 will be reclassified into net income (loss) within the following twelve months. Refer to Note 13, “Shareholders’ Equity” for further information.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets may be measured at fair value on a nonrecurring basis. These assets include long-lived assets and intangible assets, which may be written down to fair value as a result of impairment. There were no fair value estimates on a nonrecurring basis during the six months ended June 30, 2022 and 2021.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Financial Instruments Not Carried at Fair Value
The estimated fair value of the Company’s outstanding debt is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2022 | | December 31, 2021 |
| | Fair value
hierarchy | | Carrying
Amount | | Fair
Value | | Carrying
Amount | | Fair
Value |
| Long-term debt (including current maturities): | | | | | | | | | |
| Term loans and senior notes | Level 2 | | $ | 4,914 | | | $ | 4,794 | | | $ | 4,998 | | | $ | 5,060 | |
The fair value of the Company’s public senior notes and private borrowings under its New Credit Facility, as subsequently defined in Note 8, “Debt and Other Financing Arrangements”, is based on observable inputs, and any borrowings on the revolving credit facility approximate fair value. The Company also had $105 million and $77 million at June 30, 2022 and December 31, 2021 in other debt whose carrying value approximates fair value, which consists primarily of foreign debt with maturities of one year or less.
8. Debt and Other Financing Arrangements
Long-Term Debt
A summary of the Company’s long-term debt obligations is set forth in the following table:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
| Principal | | Carrying Amount (a) | | Principal | | Carrying Amount (a) |
| Credit Facilities | | | | | | | |
| Revolver Borrowings | | | | | | | |
| Due 2023 | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Term Loans | | | | | | | |
LIBOR plus 2.00% Term Loan A due 2019 through 2023(b) | 1,318 | | | 1,313 | | | 1,403 | | | 1,396 | |
LIBOR plus 3.00% Term Loan B due 2019 through 2025 | 1,640 | | | 1,603 | | | 1,649 | | | 1,606 | |
| Senior Unsecured Notes | | | | | | | |
$225 million of 5.375% Senior Notes due 2024 | 225 | | | 223 | | | 225 | | | 223 | |
$500 million of 5.000% Senior Notes due 2026 | 500 | | | 496 | | | 500 | | | 496 | |
| Senior Secured Notes | | | | | | | |
| | | | | | | |
| | | | | | | |
$500 million of 7.875% Senior Secured Notes due 2029 | 500 | | | 491 | | | 500 | | | 490 | |
$800 million of 5.125% Senior Secured Notes due 2029 | 800 | | | 788 | | | 800 | | | 787 | |
| Other debt, primarily foreign instruments | 28 | | | 28 | | | 26 | | | 26 | |
| | | 4,942 | | | | | 5,024 | |
| Less - maturities classified as current | | | 8 | | | | | 6 | |
| Total long-term debt | | | $ | 4,934 | | | | | $ | 5,018 | |
(a)Carrying amount is net of unamortized debt issuance costs and debt discounts of $69 million and $79 million at June 30, 2022 and December 31, 2021.
(b)The interest rate on Term Loan A at December 31, 2021 was LIBOR plus 1.75%.
Short-Term Debt
The Company’s short-term debt consists of the following:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Maturities classified as current | $ | 8 | | | $ | 6 | |
Short-term borrowings(a) | 77 | | | 51 | |
| | | |
| Total short-term debt | $ | 85 | | | $ | 57 | |
(a)Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Credit Facilities
Financing Arrangements
The Company has a senior credit facility under the credit agreement dated October 1, 2018 (as amended, restated, supplemented or otherwise modified, the “New Credit Facility”) that provides $4.9 billion of total debt financing, consisting of a five-year $1.5 billion revolving credit facility, a five-year $1.7 billion term loan A facility (“Term Loan A”) and a seven-year $1.7 billion term loan B facility (“Term Loan B”). At June 30, 2022, the Company had no outstanding borrowings on its revolving credit facility.
During the fourth quarter of 2021, the Company issued a $42 million letter of credit under its revolving credit facility and such letter of credit is included in the $69 million of total outstanding letters of credit at June 30, 2022, which reduces the available borrowings under its revolving credit facility. The letter of credit supports a 1.7 billion Mexican peso (approximately $84 million using exchange rates at June 30, 2022) surety bond issued to the Mexican tax authority. The surety bond is required in order for the Company to enter into the judicial process to appeal a tax assessment and covers the amount of the assessment plus interest. The Company does not believe it is probable it will have to pay the assessment or related interest. The Company also received a second assessment during the fourth quarter of 2021 from the Mexican tax authority of 0.6 billion Mexican peso (approximately $29 million using the exchange rate at June 30, 2022) for a separate matter, which has not required the issuance of a surety bond at this time. The Company does not believe it is probable it will have to pay this second assessment or related interest.
At June 30, 2022 and December 31, 2021, the unamortized debt issuance costs related to the revolver of $8 million and $11 million are included in “Other assets” in the condensed consolidated balance sheets.
Credit Facility
New Credit Facility — Interest Rates
At June 30, 2022, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was LIBOR plus 2.00% and will remain at LIBOR plus 2.00% for each relevant period for which the Company’s consolidated net leverage ratio (as defined in the New Credit Facility) is less than 4.50 to 1 and greater than or equal to 3.00 to 1. The interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step downs in accordance with the credit agreement.
The New Credit Facility prescribes for an alternative method of determining interest rates in the event LIBOR is not available.
New Credit Facility — Other Terms and Conditions
The third amendment dated May 5, 2020 (“Third Amendment”) of the Company’s New Credit Facility provided relief from the financial maintenance covenants for the revolving credit facility and Term Loan A facility subject to the non-occurrence of certain covenant reset triggers as more fully described in its 2021 Form 10-K. There has been no covenant reset trigger, or covenant reset certificate delivered. Accordingly, the financial ratio required at June 30, 2022 under the New Credit Facility was changed to a consolidated net leverage ratio from a senior secured net leverage ratio at December 31, 2021.
Further information on interest rates, fees, and other terms and conditions of the New Credit Facility is included in the Company’s 2021 Form 10-K.
At June 30, 2022, the Company was in compliance with all the financial covenants of the New Credit Facility.
Senior Notes
Further information on the terms and conditions of the Senior Unsecured Notes and Senior Secured Notes is included in the Company’s 2021 Form 10-K.
At June 30, 2022, the Company was in compliance with all of its financial covenants under the indentures governing the Senior Unsecured Notes and Senior Secured Notes.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
On June 27, 2022, Merger Sub commenced cash tender offers (collectively, the “Tender Offer”) to purchase any and all of the Company’s outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Secured Notes”). In connection with the Tender Offer, Merger Sub also solicited the consents of holders of the 5.125% Notes and the 7.875% Notes to certain proposed amendments (the “Proposed Amendments”) to the respective indentures governing the Secured Notes (collectively, the “Consent Solicitation”). The purpose of the Consent Solicitation and the Proposed Amendments is to eliminate the requirement to make a “change of control offer” for the Secured Notes in connection with the Merger and make certain other customary changes for a privately-held company to the “change of control” provisions in the indentures governing the Secured Notes. The Proposed Amendments require the consent of a majority of each series of Secured Notes to amend the respective indenture.
On July 13, 2022, Merger Sub announced that it had received tenders and the requisite consents from holders of the 5.125% Notes, and tenders and the requisite consents from holders of the 7.875% Notes. Having received the requisite consents from the holders of each series of Secured Notes to the Proposed Amendments to the indenture governing such series of Secured Notes, the Company, the subsidiary guarantors party thereto, and the trustee entered into a supplemental indenture to each indenture governing the Secured Notes to effect the Proposed Amendments. Each supplemental indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation, which the Company expects will be shortly prior to the consummation of the Merger.
On March 3, 2021, the Company provided notice of its intention to redeem all of the outstanding 5.000% euro denominated senior secured notes due July 15, 2024 and all of the outstanding floating rate euro denominated senior secured notes due April 15, 2024 (collectively, the “2024 Secured Notes”). On March 17, 2021, the Company using the net proceeds of the offering of 5.125% Senior Secured Notes due April 15, 2029, together with cash on hand, satisfied and discharged each of the indentures governing the 2024 Secured Notes in accordance with their terms. As a result, the Company recorded a gain on extinguishment of debt of $8 million for the six months ended June 30, 2021.
Other Debt
Other debt consists primarily of subsidiary debt and finance lease obligations.
Factoring Arrangements
At June 30, 2022 and December 31, 2021, the amount of accounts receivable outstanding and derecognized for factoring arrangements was $1.2 billion and $1.0 billion, of which $0.6 billion and $0.5 billion related to accounts receivable where the Company has continuing involvement. In addition, the deferred purchase price receivable was $67 million and $51 million at June 30, 2022 and December 31, 2021.
For the three months ended June 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $1.6 billion and $1.3 billion, of which $1.1 billion and $1.0 billion were received on accounts receivable where the Company had continuing involvement. For the six months ended June 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $3.1 billion and $2.6 billion, of which $2.3 billion and $2.1 billion were received on accounts receivable where the Company had continuing involvement.
For the three months ended June 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables, which are included in “Interest expense” in the condensed consolidated statements of income (loss), were $8 million and $5 million. For the six months ended June 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables, which are included in “Interest expense” in the condensed consolidated statements of income (loss), were $14 million and $9 million.
If the Company were not able to factor receivables under these programs, its borrowings under its revolving credit agreement might increase. These programs provide the Company with access to cash at costs that are generally favorable to alternative sources of financing and allow the Company to reduce borrowings under its revolving credit agreement.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
9. Pension Plans, Postretirement and Other Employee Benefits
The Company sponsors several defined benefit pension plans (“Pension Benefits”) and health care and life insurance benefits (“Other Postretirement Benefits” or “OPEB”) for certain employees and retirees around the world.
Components of net periodic benefit costs (credits) are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, |
| | Pension Benefits | | Other Postretirement Benefits |
| | 2022 | | 2021 | |
| | U.S. | | Non-U.S. | | U.S. | | Non-U.S. | | 2022 | | 2021 |
| Service cost | $ | 1 | | | $ | 6 | | | $ | 1 | | | $ | 6 | | | $ | — | | | $ | — | |
| Interest cost | 8 | | | 5 | | | 7 | | | 5 | | | 2 | | | 2 | |
| Expected return on plan assets | (15) | | | (3) | | | (16) | | | (4) | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Net amortization: | | | | | | | | | | | |
| Actuarial loss | 2 | | | 1 | | | 3 | | | 3 | | | — | | | — | |
| Prior service cost (credit) | — | | | — | | | — | | | — | | | (3) | | | (3) | |
| Net pension and postretirement costs (credits) | $ | (4) | | | $ | 9 | | | $ | (5) | | | $ | 10 | | | $ | (1) | | | $ | (1) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| Pension Benefits | | Other Postretirement Benefits |
| 2022 | | 2021 | |
| U.S. | | Non-U.S. | | U.S. | | Non-U.S. | | 2022 | | 2021 |
| Service cost | $ | 1 | | | $ | 13 | | | $ | 1 | | | $ | 13 | | | $ | — | | | $ | — | |
| Interest cost | 17 | | | 10 | | | 15 | | | 9 | | | 3 | | | 3 | |
| Expected return on plan assets | (29) | | | (7) | | | (32) | | | (8) | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Net amortization: | | | | | | | | | | | |
| Actuarial loss | 4 | | | 2 | | | 6 | | | 5 | | | — | | | 1 | |
| Prior service cost (credit) | — | | | — | | | — | | | — | | | (6) | | | (5) | |
| Net pension and postretirement costs (credits) | $ | (7) | | | $ | 18 | | | $ | (10) | | | $ | 19 | | | $ | (3) | | | $ | (1) | |
10. Income Taxes
For interim tax reporting, the Company estimates its annual effective tax rate and applies it to year-to-date ordinary income. Jurisdictions where no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The effect of including these jurisdictions on the quarterly effective rate calculation could result in a higher or lower effective tax rate during a quarter due to the mix and timing of actual earnings versus annual projections. The tax effects of certain items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. The Company considers both positive and negative evidence and evaluates its deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, reversals of existing taxable temporary differences, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
For the three months ended June 30, 2022, the Company recorded an income tax expense of $43 million on loss from continuing operations before income taxes of $61 million. This compares to an income tax expense of $41 million on income from continuing operations before income taxes of $58 million in the three months ended June 30, 2021. Income tax expense for the three months ended June 30, 2022 and 2021 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate and a disproportionate share of pre-tax losses in jurisdictions with valuation allowances for which no tax benefit is recognized.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
For the six months ended June 30, 2022, the Company recorded income tax expense of $73 million on loss from continuing operations before income taxes of $50 million. This compares to an income tax expense of $88 million on income from continuing operations before income taxes of $192 million in the six months ended June 30, 2021. Income tax expense for the six months ended June 30, 2022 and 2021 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate, a disproportionate share of pre-tax losses in jurisdictions with valuation allowances for which no tax benefit is recognized, and a $7 million non-cash benefit related to the release of a valuation allowance was recognized during the six months ended June 30, 2022.
The Company believes it is reasonably possible up to $37 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may be recognized within the next twelve months.
11. Commitments and Contingencies
Environmental Matters
The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. The Company has been notified by the U.S. Environmental Protection Agency, other national environmental agencies, and various provincial and state agencies that it may be a potentially responsible party (“PRP”) under such laws for the cost of remediating hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and other national and state or provincial environmental laws. PRP designation typically requires the funding of site investigations and subsequent remedial activities. Many of the sites that are likely to be the costliest to remediate are often current or former commercial waste disposal facilities to which numerous companies sent wastes. Despite the potential joint and several liability which might be imposed on the Company under CERCLA, and some of the other laws pertaining to these sites, its share of the total waste sent to these sites generally has been small. The Company believes its exposure for liability at these sites is not material.
On a global basis, the Company has also identified certain other present and former properties at which it may be responsible for cleaning up or addressing environmental contamination, in some cases, as a result of contractual commitments and/or federal or state environmental laws. The Company is actively seeking to resolve these actual and potential statutory, regulatory, and contractual obligations.
The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations. At June 30, 2022, the Company has an obligation to remediate or contribute towards the remediation of certain sites, including the sites discussed above at which it may be a PRP.
The Company’s estimated share of environmental remediation costs for all these sites is recognized in the condensed consolidated balance sheets as follows:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Accrued expenses and other current liabilities | $ | 10 | | | $ | 8 | |
| Deferred credits and other liabilities | 20 | | | 23 | |
| $ | 30 | | | $ | 31 | |
Based on information known to the Company from site investigations and the professional judgment of consultants, the Company has established reserves it believes are adequate for these costs. Although the Company believes these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates, difficult to quantify based on the complexity of the issues, and are subject to revision as more information becomes available about the extent of remediation required. At some sites, the Company expects other parties will contribute to the remediation costs. In addition, certain environmental statutes provide the Company’s liability could be joint and several, meaning the Company could be required to pay amounts in excess of its share of remediation costs. The financial strength of the other PRPs at these sites has been considered, where appropriate, in the determination of the estimated liability. The Company does not believe any potential costs associated with its current status as a PRP, or as a liable party at the other locations referenced herein, will be material to its annual consolidated financial position, results of operations, or liquidity.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
At June 30, 2022 and December 31, 2021, the Company has indemnifications in place on certain of these environmental reserves, which is not considered material to the condensed consolidated financial statements.
Other Legal Proceedings, Claims and Investigations
For many years, the Company has been and continues to be subject to lawsuits initiated by claimants alleging health problems as a result of exposure to asbestos. The Company’s current docket of active and inactive cases is approximately 500 cases in the United States and less than 50 in Europe.
With respect to the claims filed in the United States, the substantial majority of the claims are related to alleged exposure to asbestos in the Company’s line of Walker® exhaust automotive products although a significant number of those claims appear also to involve occupational exposures sustained in industries other than automotive. A small number of claims have been asserted against one of the Company’s subsidiaries by railroad workers alleging exposure to asbestos products in railroad cars. The Company believes, based on scientific and other evidence, it is unlikely that U.S. claimants were exposed to asbestos by the Company’s former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants. Additionally, in many cases the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages.
With respect to the claims filed in Europe, the substantial majority relate to occupational exposure claims brought by current and former employees of Federal-Mogul facilities in France and amounts paid out were not material. A small number of occupational exposure claims have also been asserted against Federal-Mogul entities in Italy and Spain.
As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, the Company may experience an increased number of these claims. The Company vigorously defends itself against these claims as part of its ordinary course of business. In future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to the Company. To date, with respect to claims that have proceeded sufficiently through the judicial process, the Company has regularly achieved favorable resolutions. Accordingly, the Company presently believes that these asbestos-related claims will not have a material adverse effect on the Company’s annual consolidated financial position, results of operations or liquidity.
The Company is also from time to time involved in other legal proceedings, claims or investigations. Some of these matters involve allegations of damages against the Company relating to environmental liabilities (including toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, unclaimed property, employment matters, advertising matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance.
While the Company vigorously defends itself against all of these legal proceedings, claims and investigations and takes other actions to minimize its potential exposure, in future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including the Company’s assessment of the merits of the particular claim, the Company does not expect the legal proceedings, claims or investigations currently pending against it will have any material adverse effect on its annual consolidated financial position, results of operations or liquidity.
Asset Retirement Obligations
The Company’s primary asset retirement obligation (“ARO”) activities relate to the removal of hazardous building materials at its facilities. The Company records an ARO at fair value upon initial recognition when the amount is probable and can be reasonably estimated. ARO fair values are determined based on the Company’s determination of what a third party would charge to perform the remediation activities, generally using a present value technique.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
The Company’s ARO liabilities in the condensed consolidated balance sheets are as follows:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
Accrued expenses and other current liabilities(a) | $ | 11 | | | $ | 10 | |
| Deferred credits and other liabilities | 4 | | | 4 | |
| $ | 15 | | | $ | 14 | |
(a) Includes liabilities held for sale for $8 million and $9 million at June 30, 2022 and December 31, 2021. Refer to Note 2, “Basis of Presentation”, for additional information on assets and liabilities held for sale.
Warranty Matters
The Company provides warranties on some of its products. The warranty terms vary but range from one year up to limited lifetime warranties on some of its premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified with the Company’s products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the condensed consolidated balance sheets.
The following represents the changes in the Company’s warranty accrual accounts:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Balance at beginning of period | $ | 71 | | | $ | 67 | | | $ | 69 | | | $ | 62 | |
| Accruals and revisions to estimates | 12 | | | 18 | | | 26 | | | 32 | |
| Settlements | (15) | | | (14) | | | (27) | | | (22) | |
| Foreign currency | (2) | | | 1 | | | (2) | | | — | |
| Balance at end of period | $ | 66 | | | $ | 72 | | | $ | 66 | | | $ | 72 | |
12. Share-Based Compensation
Share-based compensation expense is included in “Selling, general, and administrative” in the condensed consolidated statements of income (loss). Total share-based compensation expense is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Cash-settled share-based compensation expense | $ | 9 | | | $ | 12 | | | $ | 29 | | | $ | 16 | |
| Share-settled share-based compensation expense | 6 | | | 4 | | | 12 | | | 9 | |
| $ | 15 | | | $ | 16 | | | $ | 41 | | | $ | 25 | |
Cash-Settled Awards
The Company grants restricted stock units (“RSUs”) and performance share units (“PSUs”) to certain key employees that are payable in cash. These awards are classified as liabilities and are valued based on the fair value of the award at the grant date and are remeasured at each reporting date until settlement with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes. The PSUs have the potential to pay out between zero and 200%, based on performance target achievement.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
The following table reflects the number of cash-settled share-based units outstanding:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| RSUs | 1,193,915 | | | 1,451,422 | |
| PSUs | 4,376,689 | | | 2,951,316 | |
| 5,570,604 | | | 4,402,738 | |
The following table reflects the cash-settled share-based liabilities:
| | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| Cash-settled share-based RSU liability | $ | 12 | | | $ | 6 | |
| Cash-settled share-based PSU liability | 29 | | | 10 | |
| $ | 41 | | | $ | 16 | |
At June 30, 2022, $51 million in unrecognized costs on the cash-settled awards is expected to be recognized over a weighted average period of approximately two years.
Share-Settled Awards
The Company grants RSUs and PSUs to certain key employees that are payable in common stock. These awards are settled in shares upon vesting, and valued at the grant date fair value with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes.
The following table reflects the changes in share-settled RSUs and share-settled PSUs for the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share-Settled RSUs | | Share-Settled PSUs |
| | | | | Units | | Weighted Avg.
Grant Date
Fair Value | | Units | | Weighted Avg.
Grant Date
Fair Value |
| Nonvested balance at beginning of period | | | | 3,117,058 | | | $ | 13.94 | | | 328,296 | | | $ | 24.72 | |
| Granted | | | | 2,520,753 | | | 10.52 | | | — | | | — | |
| Vested | | | | (1,206,516) | | | 18.40 | | | (276,316) | | | 24.72 | |
| Forfeited | | | | (85,134) | | | 13.31 | | | (51,980) | | | 24.72 | |
| Nonvested balance at end of period | | | | 4,346,161 | | | $ | 10.37 | | | — | | | $ | — | |
| | | | | | | | | | |
At June 30, 2022, $33 million in unrecognized costs on the share-settled awards is expected to be recognized over a weighted average period of approximately two years.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
13. Shareholders’ Equity
Common Stock
Common Stock Outstanding
The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Voting Common Stock (“Class A Common Stock”) at June 30, 2022 and December 31, 2021. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Non-Voting Common Stock (“Class B Common Stock”) at June 30, 2022 and December 31, 2021.
Total common stock outstanding and changes in common stock issued are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class B Common Stock |
| Six Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Shares issued at beginning of period | 96,713,188 | | | 75,714,163 | | | — | | | 20,308,454 | |
| Issued pursuant to benefit plans | 1,633,932 | | | 790,467 | | | — | | | — | |
| Withheld for taxes pursuant to benefit plans | (365,857) | | | (249,015) | | | — | | | — | |
| Class B common stock converted to Class A common stock | — | | | 20,308,454 | | | — | | | (20,308,454) | |
| Shares issued at end of period | 97,981,263 | | | 96,564,069 | | | — | | | — | |
| | | | | | | |
| Treasury stock | 14,592,888 | | | 14,592,888 | | | — | | | — | |
| Total shares outstanding | 83,388,375 | | | 81,971,181 | | | — | | | — | |
Class B Common Stock Conversion
During the six months ended June 30, 2021, Icahn Enterprises L.P. (“IEP”) and its affiliates converted all of its remaining 20,308,454 shares of the Company’s Class B Common Stock into 20,308,454 shares of Class A Common Stock.
Preferred Stock
The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at June 30, 2022 and December 31, 2021. No shares of preferred stock were issued or outstanding at those dates.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Accumulated Other Comprehensive Income (Loss)
The following represents the Company’s changes in accumulated other comprehensive income (loss) by component:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Foreign currency translation adjustments: | | | | | | | |
| Balance at beginning of period | $ | (471) | | | $ | (441) | | | $ | (471) | | | $ | (395) | |
| Other comprehensive income (loss) before reclassifications adjustments | (185) | | | 58 | | | (185) | | | 12 | |
| | | | | | | |
| | | | | | | |
| Balance at end of period | (656) | | | (383) | | | (656) | | | (383) | |
| | | | | | | |
| Defined benefit plans: | | | | | | | |
| Balance at beginning of period | (126) | | | (350) | | | (126) | | | (353) | |
| | | | | | | |
| Reclassification from other comprehensive income (loss) | — | | | 3 | | | — | | | 7 | |
| Income tax benefit (provision) | — | | | — | | | — | | | (1) | |
| Balance at end of period | (126) | | | (347) | | | (126) | | | (347) | |
| | | | | | | |
| Cash flow hedges: | | | | | | | |
| Balance at beginning of period | 6 | | | 2 | | | 2 | | | 4 | |
| Other comprehensive income (loss) before reclassifications | (13) | | | (1) | | | (7) | | | 1 | |
| Reclassification from other comprehensive income (loss) | (2) | | | — | | | (4) | | | (4) | |
| Income tax benefit (provision) | 1 | | | — | | | 1 | | | — | |
| Balance at end of period | (8) | | | 1 | | | (8) | | | 1 | |
| | | | | | | |
| Accumulated other comprehensive loss at end of period | $ | (790) | | | $ | (729) | | | $ | (790) | | | $ | (729) | |
| | | | | | | |
| Other comprehensive income (loss) attributable to noncontrolling interests, net of tax | $ | (22) | | | $ | 4 | | | $ | (25) | | | $ | (2) | |
14. Segment Information
Tenneco consists of four operating segments: Motorparts, Performance Solutions, Clean Air, and Powertrain. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the four operating segments as “Corporate.”
Management uses EBITDA including noncontrolling interests as the key performance measure of segment profitability and uses the measure in its financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. Segment assets are not presented as it is not a measure reviewed by the Chief Operating Decision Maker (“CODM”) in allocating resources and assessing performance.
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income, which is the most directly comparable financial measure to EBITDA including noncontrolling interests that is in accordance with U.S. GAAP. EBITDA including noncontrolling interests, as determined and measured by the Company, should not be compared to similarly titled measures reported by other companies.
Segment results are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments | | | | | | |
| | Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Total | | | | Reclass & Elims | | Total |
| Three Months Ended June 30, 2022 | | | | | | | | | | | | | | | |
| Revenues from external customers | $ | 729 | | | $ | 791 | | | $ | 2,137 | | | $ | 1,008 | | | $ | 4,665 | | | | | $ | — | | | $ | 4,665 | |
| Intersegment revenues | $ | 9 | | | $ | 20 | | | $ | 5 | | | $ | 45 | | | $ | 79 | | | | | $ | (79) | | | $ | — | |
| Equity in earnings (losses) of nonconsolidated affiliates, net of tax | $ | 4 | | | $ | — | | | $ | — | | | $ | 6 | | | $ | 10 | | | | | $ | — | | | $ | 10 | |
| Three Months Ended June 30, 2021 | | | | | | | | | | | | | | | |
| Revenues from external customers | $ | 794 | | | $ | 715 | | | $ | 2,024 | | | $ | 1,050 | | | $ | 4,583 | | | | | $ | — | | | $ | 4,583 | |
| Intersegment revenues | $ | 10 | | | $ | 23 | | | $ | 4 | | | $ | 47 | | | $ | 84 | | | | | $ | (84) | | | $ | — | |
| Equity in earnings (losses) of nonconsolidated affiliates, net of tax | $ | 4 | | | $ | — | | | $ | — | | | $ | 11 | | | $ | 15 | | | | | $ | — | | | $ | 15 | |
| Six Months Ended June 30, 2022 | | | | | | | | | | | | | | | |
| Revenues from external customers | $ | 1,451 | | | $ | 1,584 | | | $ | 4,240 | | | $ | 2,039 | | | $ | 9,314 | | | | | $ | — | | | $ | 9,314 | |
| Intersegment revenues | $ | 20 | | | $ | 42 | | | $ | 10 | | | $ | 91 | | | $ | 163 | | | | | $ | (163) | | | $ | — | |
| Equity in earnings (losses) of nonconsolidated affiliates, net of tax | $ | 8 | | | $ | (1) | | | $ | — | | | $ | 15 | | | $ | 22 | | | | | $ | — | | | $ | 22 | |
| Six Months Ended June 30, 2021 | | | | | | | | | | | | | | | |
| Revenues from external customers | $ | 1,513 | | | $ | 1,502 | | | $ | 4,148 | | | $ | 2,151 | | | $ | 9,314 | | | | | $ | — | | | $ | 9,314 | |
| Intersegment revenues | $ | 19 | | | $ | 49 | | | $ | 10 | | | $ | 94 | | | $ | 172 | | | | | $ | (172) | | | $ | — | |
| Equity in earnings (losses) of nonconsolidated affiliates, net of tax | $ | 7 | | | $ | 1 | | | $ | — | | | $ | 29 | | | $ | 37 | | | | | $ | — | | | $ | 37 | |
Segment EBITDA including noncontrolling interests and the reconciliation to earnings (loss) before interest expense, income taxes, and noncontrolling interests are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| EBITDA including noncontrolling interests by segment: | | | | | | | |
| Motorparts | $ | 70 | | | $ | 67 | | | $ | 156 | | | $ | 169 | |
| Performance Solutions | 11 | | | 32 | | | 26 | | | 75 | |
| Clean Air | 101 | | | 143 | | | 207 | | | 292 | |
| Powertrain | 42 | | | 94 | | | 108 | | | 209 | |
| Total reportable segments | 224 | | | 336 | | | 497 | | | 745 | |
| Corporate | (66) | | | (64) | | | (116) | | | (114) | |
| Depreciation and amortization | (143) | | | (145) | | | (289) | | | (300) | |
| Earnings (loss) before interest expense, income taxes, and noncontrolling interests | 15 | | | 127 | | | 92 | | | 331 | |
| Interest expense | (76) | | | (69) | | | (142) | | | (139) | |
| Income tax (expense) benefit | (43) | | | (41) | | | (73) | | | (88) | |
| Net income (loss) | $ | (104) | | | $ | 17 | | | $ | (123) | | | $ | 104 | |
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
Disaggregated Revenue
Original Equipment
Value-Added Sales
OE revenue is generated from providing OE manufacturers and servicers with products for automotive, commercial truck, off-highway, and industrial applications. Supply relationships typically extend over the life of the related vehicle, subject to interim design and technical specification revisions, and do not require the customer to purchase a minimum quantity.
Substrate/Passthrough Sales
Generally, in connection with the sale of exhaust systems to certain OE manufacturers, the Company purchases catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of its customers which are used in the assembled system. These substrates are included in inventory and are “passed through” to the customer at cost, plus a small margin. Since the Company takes title to the substrate inventory and has responsibility for both the delivery and quality of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.
Aftermarket
Aftermarket revenue is generated from providing products for the global vehicle aftermarket to a wide range of warehouse distributors, retail parts stores, and mass merchants that distribute these products to customers ranging from professional service providers to “do-it-yourself” consumers.
Revenue from contracts with customers is disaggregated by customer type and geography, as it depicts the nature and amount of the Company’s revenue that is aligned with the Company’s key growth strategies. In the following tables, revenue is disaggregated accordingly:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments |
| By Customer Type | Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Total |
| Three Months Ended June 30, 2022 | | | | | | | | | |
| OE - Substrate | $ | — | | | $ | — | | | $ | 1,132 | | | $ | — | | | $ | 1,132 | |
| OE - Value add | — | | | 770 | | | 1,005 | | | 1,008 | | | 2,783 | |
| Aftermarket | 729 | | | 21 | | | — | | | — | | | 750 | |
| Total | $ | 729 | | | $ | 791 | | | $ | 2,137 | | | $ | 1,008 | | | $ | 4,665 | |
| Three Months Ended June 30, 2021 | | | | | | | | | |
| OE - Substrate | $ | — | | | $ | — | | | $ | 1,081 | | | $ | — | | | $ | 1,081 | |
| OE - Value add | — | | | 697 | | | 943 | | | 1,050 | | | 2,690 | |
| Aftermarket | 794 | | | 18 | | | — | | | — | | | 812 | |
| Total | $ | 794 | | | $ | 715 | | | $ | 2,024 | | | $ | 1,050 | | | $ | 4,583 | |
| Six Months Ended June 30, 2022 | | | | | | | | | |
| OE - Substrate | $ | — | | | $ | — | | | $ | 2,222 | | | $ | — | | | $ | 2,222 | |
| OE - Value add | — | | | 1,541 | | | 2,018 | | | 2,039 | | | 5,598 | |
| Aftermarket | 1,451 | | | 43 | | | — | | | — | | | 1,494 | |
| Total | $ | 1,451 | | | $ | 1,584 | | | $ | 4,240 | | | $ | 2,039 | | | $ | 9,314 | |
| Six Months Ended June 30, 2021 | | | | | | | | | |
| OE - Substrate | $ | — | | | $ | — | | | $ | 2,169 | | | $ | — | | | $ | 2,169 | |
| OE - Value add | — | | | 1,465 | | | 1,979 | | | 2,151 | | | 5,595 | |
| Aftermarket | 1,513 | | | 37 | | | — | | | — | | | 1,550 | |
| Total | $ | 1,513 | | | $ | 1,502 | | | $ | 4,148 | | | $ | 2,151 | | | $ | 9,314 | |
TENNECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reportable Segments |
| By Geography | Motorparts | | Performance Solutions | | Clean Air | | Powertrain | | Total |
| Three Months Ended June 30, 2022 | | | | | | | | | |
| North America | $ | 457 | | | $ | 259 | | | $ | 1,002 | | | $ | 344 | | | $ | 2,062 | |
| Europe, Middle East, Africa and South America | 219 | | | 338 | | | 644 | | | 510 | | | 1,711 | |
| Asia Pacific | 53 | | | 194 | | | 491 | | | 154 | | | 892 | |
| Total | $ | 729 | | | $ | 791 | | | $ | 2,137 | | | $ | 1,008 | | | $ | 4,665 | |
| Three Months Ended June 30, 2021 | | | | | | | | | |
| North America | $ | 501 | | | $ | 223 | | | $ | 812 | | | $ | 316 | | | $ | 1,852 | |
| Europe, Middle East, Africa and South America | 238 | | | 324 | | | 639 | | | 548 | | | 1,749 | |
| Asia Pacific | 55 | | | 168 | | | 573 | | | 186 | | | 982 | |
| Total | $ | 794 | | | $ | 715 | | | $ | 2,024 | | | $ | 1,050 | | | $ | 4,583 | |
| Six Months Ended June 30, 2022 | | | | | | | | | |
| North America | $ | 901 | | | $ | 509 | | | $ | 1,869 | | | $ | 678 | | | $ | 3,957 | |
| Europe, Middle East, Africa and South America | 442 | | | 671 | | | 1,306 | | | 1,033 | | | 3,452 | |
| Asia Pacific | 108 | | | 404 | | | 1,065 | | | 328 | | | 1,905 | |
| Total | $ | 1,451 | | | $ | 1,584 | | | $ | 4,240 | | | $ | 2,039 | | | $ | 9,314 | |
| Six Months Ended June 30, 2021 | | | | | | | | | |
| North America | $ | 955 | | | $ | 463 | | | $ | 1,663 | | | $ | 644 | | | $ | 3,725 | |
| Europe, Middle East, Africa and South America | 450 | | | 679 | | | 1,321 | | | 1,111 | | | 3,561 | |
| Asia Pacific | 108 | | | 360 | | | 1,164 | | | 396 | | | 2,028 | |
| Total | $ | 1,513 | | | $ | 1,502 | | | $ | 4,148 | | | $ | 2,151 | | | $ | 9,314 | |
15. Related Party Transactions
IEP no longer owns 5% or more of the Company’s Class A Common Stock. During the second quarter of 2021, IEP and its subsidiaries, including Icahn Automotive Group LLC, were no longer considered related parties of the Company. The Company’s net sales with Icahn Automotive Group LLC, which represent net sales with IEH Auto Parts LLC and Pep Boys—Manny, Moe & Jack, were $40 million and $71 million for the three and six months ended June 30, 2021. The Company also had royalty and other income (expense) with Icahn Automotive Group LLC and PSC Metals of $2 million for the six months ended June 30, 2021.