-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3cGGn0I7kc7v9kYcBszh0pRnvUDmL4co8XWsHy+PVgA7J8nEtShofRFrE5EGq9G VCKS1UeT26BJ5yNfnsLqNA== 0000950137-01-000513.txt : 20010209 0000950137-01-000513.hdr.sgml : 20010209 ACCESSION NUMBER: 0000950137-01-000513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO AUTOMOTIVE INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12387 FILM NUMBER: 1528782 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-50 MAIL ADDRESS: STREET 1: 500 N FIELD DR STREET 2: ROOM T 2560B CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K 1 c59953e8-k.txt CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------------- Date of report (Date of earliest event reported): JANUARY 31, 2001 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-12387 76-0515284 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 482-5000 2 ITEM 5. OTHER EVENTS. On January 31, 2001, Tenneco Automotive Inc. announced that it plans to eliminate up to an additional 405 salaried positions worldwide in response to increasingly difficult industry conditions. The company expects to fully implement these job cuts by the end of the first quarter of 2002. A copy of the press release announcing this job reduction initiative is filed as an exhibit to this Form 8-K report, and is incorporated herein by reference. On February 6, 2001, the company announced its results of operations for the fourth quarter and full year 2000. A copy of the press release announcing the company's fourth quarter and full year results is filed as an exhibit to this Form 8-K report, and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit Number Description 99.1 Press Release, dated January 31, 2001, announcing plans to further reduce Tenneco Automotive's salaried workforce. 99.2 Press Release, dated February 6, 2001, announcing Tenneco Automotive's fourth quarter and full year 2000 results of operations. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TENNECO AUTOMOTIVE INC. Date: February 8, 2001 By: /s/ Mark A. McCollum ---------------------------- Mark A. McCollum Senior Vice President and Chief Financial Officer -2- 4 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated January 31, 2001, announcing plans to further reduce Tenneco Automotive's salaried workforce. 99.2 Press Release, dated February 6, 2001, announcing Tenneco Automotive's fourth quarter and full year 2000 results of operations. -3- EX-99.1 2 c59953ex99-1.txt PRESS RELEASE, DATED 1/31/01 1 EXHIBIT 99.1 NEWS RELEASE [TENNECO AUTOMOTIVE LOGO] For immediate release: Contact: Jane Ostrander Media Relations (847) 482-5607 jane.ostrander@tenneco-automotive.com Leslie Cleveland Hague Investor Relations (847) 482-5042 lchague@tenneco-automotive.com TENNECO AUTOMOTIVE TO REDUCE WORLDWIDE SALARIED WORK FORCE LAKE FOREST, ILLINOIS, JANUARY 31, 2001 - Tenneco Automotive (NYSE: TEN) announced today that it intends to eliminate up to an additional 405 salaried positions worldwide in response to increasingly difficult industry conditions. This reduction includes the immediate elimination of 215 positions. This action is in addition to the cost-reduction plans announced by the company in October 2000 that included eliminating up to 700 salaried positions worldwide by the end of 2001. Today's cost-reduction plans are expected to be fully implemented by the end of the first quarter 2002, at which time the company anticipates it will have reduced its worldwide salaried workforce by 22 percent as a result of the two initiatives. -More- 2 -2- Like many others in the automotive supply sector, the company continues to be negatively impacted by a persistent weakness in the global aftermarket, cutbacks in North American light vehicle production, and a sharp decline in North American heavy-duty truck production. "We regret the impact on our people as we eliminate more positions," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "However, we are facing very tough industry conditions which, coupled with our highly leveraged structure, make it absolutely necessary to respond as quickly as possible by continuing to aggressively cut costs and reduce spending." Tenneco Automotive estimates that this cost reduction plan will generate approximately $27 million in annual savings when fully implemented. The company anticipates taking cash charges of up to $14 million in 2001 related to the reductions announced today. All work force reductions will be done in compliance with all legal and contractual requirements including obligations to consult with worker committees, union representatives and others. The annual savings are expected to be in addition to the approximately $45 million in annual savings the company anticipates it will realize when the workforce reduction plans announced in October 2000 are completed at the end of 2001. Tenneco Automotive is a $3.5 billion manufacturing company headquartered in Lake Forest, Ill., with 23,000 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe(R) and Walker(R) global brand names. Among its products are Sensa-Trac(R) and Reflex(TM) 3 -3- shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R) performance exhaust products, and Monroe(R) Clevite(TM) vibration control components. This press release contains forward-looking statements regarding, among other things, the company's cost reduction plans (including without limitation the anticipated timing, charges and savings related thereto). Words such as "expects," "anticipates," "estimates," "will" and similar expressions identify these forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are: (i) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; (iii) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases); (iv) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products, including the company's resultant inability to realize the sales represented by its awarded book of business; (v) changes in consumer demand and prices, including decreases in demand for automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products; (vi) the cost of compliance with changes in regulations, including environmental regulations; (vii) workforce factors such as strikes or labor interruptions; (viii) material substitutions and increases in the costs of raw materials; (ix) the company's ability to integrate operations of acquired businesses quickly and in a cost effective manner; (x) the company's ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans; (xi) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers; (xii) further changes in the distribution channels for the company's aftermarket products, and further consolidations among automotive parts customers and suppliers; (xiii) changes by the Financing Accounting Standards Board or other accounting regulatory bodies of authoritative generally accepted accounting principles or policies; and (xiv) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. EX-99.2 3 c59953ex99-2.txt PRESS RELEASE, DATED 2/6/01 1 EXHIBIT 99.2 NEWS RELEASE [TENNECO AUTOMOTIVE LOGO] For immediate release Contacts: Jane Ostrander Media Relations 847 482-5607 jane.ostrander@tenneco-automotive.com Leslie Cleveland Hague Investor Relations 847 482-5042 lchague@tenneco-automotive.com TENNECO AUTOMOTIVE ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2000 RESULTS LAKE FOREST, ILLINOIS, FEBRUARY 6, 2001 - Tenneco Automotive (NYSE: TEN) today reported a fourth quarter 2000 loss from continuing operations of $63 million, or $1.74 per diluted share, which includes restructuring and other charges of $42 million after-tax, or $1.18 per share. The company had a loss from continuing operations of $143 million, or $4.25 per diluted share, for the same period in 1999. Before charges, the company reported a loss from continuing operations of $21 million, or 56 cents per diluted share, compared with income of $1 million, or 5 cents per diluted share in the fourth quarter of 1999. "Obviously, we are disappointed with our fourth quarter results. Tough industry conditions in the auto parts sector, coupled with our highly leveraged position, had a significant impact on our performance," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "We have responded aggressively by implementing global cost reduction initiatives, sharply reducing 1 2 spending and improving productivity in the face of this industry downturn. We will focus intensely on these efforts as we confront an equally challenging year in 2001." For the full year 2000, Tenneco Automotive reported a loss from continuing operations of $41 million, or $1.18 per diluted share, compared with a loss from continuing operations of $63 million, or $1.87 per diluted share in 1999. Included in these results are one-time non-operational items taken in the third quarter of 2000, and fourth quarter charges in both years related to restructuring, as well as transaction expenses. Excluding one-time items, income from continuing operations in 2000 was $4 million, or 10 cents per diluted share. Excluding one-time items and assuming the company had incurred the same level of stand-alone and interest costs in 1999 as it did in 2000, income from continuing operations in 1999 would have been $24 million, or 74 cents per share. "Despite this very difficult operating environment, we reduced working capital and capital spending, and initiated a securitization program for receivables to bring our senior debt level down by $107 million in 2000," said Frissora. "We also generated a $23 million improvement in EVA last year, and improved net cash flow before financing and factoring activities by $61 million." FOURTH QUARTER RESULTS Tenneco Automotive reported revenue of $849 million for the fourth quarter 2000, which includes $56 million in pass-through sales for catalytic converters. Excluding the pass-through sales, revenue was slightly down compared with fourth quarter 1999 revenue of $806 million. 2 3 Reported EBITDA for the quarter was a loss of $7 million, compared with a loss of $37 million in fourth quarter 1999. Excluding the $61 million in pre-tax charges, EBITDA was $54 million in the quarter compared with $77 million for the same period last year. The company also reported EBIT as a loss of $42 million, compared with a loss of $71 million in fourth quarter 1999. Without charges, EBIT was $19 million compared with $43 million the previous year. North America Revenue from the company's North American original equipment business declined, primarily due to light vehicle production cutbacks, and continuing lower heavy-duty ride control and elastomer volumes. North American original equipment revenue was $322 million, including $56 million in pass-through revenue from catalytic converter sales, compared with $301 million in revenue for the fourth quarter of 1999, which did not include pass-through revenue for catalytic converter sales. Fourth quarter revenue for the North American aftermarket was $123 million, compared with fourth quarter 1999 revenue of $138 million. Revenues were down as a result of further deterioration in the replacement parts market. Fourth quarter EBIT, before charges, for North American operations was $9 million, compared with $33 million, before charges, the previous year. In the original equipment business, the decrease was largely due to light vehicle production cutbacks, especially in December, and 3 4 continued depressed heavy-duty ride control and elastomer volumes. On the aftermarket side, depressed industry conditions and higher promotional expenses impacted profitability. Europe The company reported fourth quarter 2000 revenue for the European original equipment business of $249 million, a 22 percent increase compared with fourth quarter 1999 revenue of $204 million. Revenue would have increased by 28 percent if exchange rates had been the same in the fourth quarter 2000 as in the fourth quarter of 1999. The increase in revenue was the result of very strong exhaust volumes. Continued weakness in both ride control and exhaust product lines continued to affect revenue from the European aftermarket business. Revenue for the fourth quarter 2000 was $71 million, a 17 percent decline compared with $86 million in the fourth quarter of 1999. Excluding the currency impact, revenue would have declined by 13 percent. European EBIT, before charges, for the fourth quarter was $5 million, even with the previous year. The erosion in the aftermarket was offset by strong volumes on the exhaust original equipment side of the business. Tenneco Automotive reported fourth quarter results in other geographical areas as follows: Region Revenue Growth (Decline) year over year South America $37 million 12 percent Australia $29 million (12 percent) Asia $18 million 64 percent 4 5 Combined EBIT, before charges, for South America, Australia, and Asia in the fourth quarter was $5 million, even with EBIT before charges in fourth quarter 1999. Unit volume growth in Brazil, India, and China offset the currency impact and original equipment production cutbacks in Australia. FULL YEAR RESULTS For full-year 2000, the company reported an 8 percent increase in revenue to $3.55 billion from $3.28 billion in 1999. Excluding $206 million in pass-through sales for catalytic converters, revenue would have increased by 2 percent. The company reported EBITDA of $271 million for 2000, compared with $292 million in 1999. Excluding one-time items, EBITDA was $336 in 2000. Excluding one-time items and assuming the company had incurred the same level of stand-alone costs in 1999, EBITDA for 1999 would have been $374 million. Full-year EBIT was $120 million compared with $148 million in 1999. Excluding one-time items, 2000 EBIT was $185 million. EBIT would have been $230 million in 1999 excluding one-time items and assuming the company had incurred the same level of stand-alone costs. "We are pleased with stronger performances in our European original equipment and emerging markets businesses. Combined, we saw a 72 percent earnings (before-interest and tax) improvement year-over-year," said Frissora. 5 6 The attached exhibits provide additional information on Tenneco Automotive's 2000 and 1999 operating results. The company will host a conference call on February 6, 2001 at 10:30 a.m. EST. The dial-in number is 800-619-3527 domestic or 1-773-756-4629 international. Passcode is Tenneco Auto. A recording of this call will be available from 1:00 p.m. EST on February 6 through February 13. To access this recording, dial 800-964-4572 domestic or 402-998-1180 international, and enter the passcode 8400. The call will also be available on the Tenneco Automotive web site at www.tenneco-automotive.com. Tenneco Automotive is a $3.5 billion manufacturing company headquartered in Lake Forest, Ill., with 23,000 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe(R) and Walker(R) global brand names. Among its products are Sensa-Trac(R) and Reflex(TM) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R) performance exhaust products, and Monroe(R) Clevite(TM) vibration control components. This press release contains forward-looking statements. Words such as "working to improve," "will" and similar expressions identify these forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are: (i) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; (iii) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases); (iv) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's 6 7 products, including the company's resultant inability to realize the sales represented by its awarded book of business; (v) changes in consumer demand and prices, including decreases in demand for automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products; (vi) the cost of compliance with changes in regulations, including environmental regulations; (vii) workforce factors such as strikes or labor interruptions; (viii) material substitutions and increases in the costs of raw materials; (ix) the company's ability to integrate operations of acquired businesses quickly and in a cost effective manner; (x) the company's ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans; (xi) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers; (xii) further changes in the distribution channels for the company's aftermarket products, and further consolidations among automotive parts customers and suppliers; (xiii) changes by the Financing Accounting Standards Board or other accounting regulatory bodies of authoritative generally accepted accounting principles or policies; and (xiv) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. ## 7 8 TENNECO AUTOMOTIVE INC. CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Millions Except Per Share Amounts)
1998 ------------------------------------------------- 1st Q 2nd Q 3rd Q 4th Q Year ------- ------- ------- ------- ------- REVENUES Net Sales and Operating Revenues $ 800 $ 864 $ 804 $ 769 $ 3,237 ======= ======= ======= ======= ======= COSTS AND EXPENSES Cost of Sales (exclusive of depr. shown below) 574 587 570 601 2,332 Engineering, Research and Development 11 2 5 13 31 Selling, General and Administrative 103 115 115 139 472 Depreciation and Amortization 35 37 38 40 150 ------- ------- ------- ------- ------- 723 741 728 793 2,985 ------- ------- ------- ------- ------- OTHER INCOME (EXPENSE) 6 1 5 (37) (25) ------- ------- ------- ------- ------- OPERATING INCOME (LOSS) 83 124 81 (61) 227 Interest Expense (net of interest capitalized) 13 17 19 20 69 Income Tax Expense (Benefit) 19 36 (7) (35) 13 Minority Interest 8 8 6 7 29 ------- ------- ------- ------- ------- INCOME (LOSS) FROM CONTINUING OPERATIONS 43 63 63 (53) 116 Income (Loss) from Discontinued Operations, net of income tax 32 74 40 (7) 139 Extraordinary Loss, net of income tax - - - - - Cumulative Effect of Changes in Accounting Principle, net of income tax - - - - - ------- ------- ------- ------- ------- NET INCOME (LOSS) TO COMMON STOCK $ 75 $ 137 $ 103 $ (60) $ 255 ======= ======= ======= ======= ======= AVERAGE COMMON SHARES OUTSTANDING: Basic 33.9 33.8 33.6 33.5 33.7 ======= ======= ======= ======= ======= Diluted 34.0 34.0 33.7 33.5 33.8 ======= ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE OF COMMON STOCK: BASIC - Continuing Operations $ 1.26 $ 1.88 $ 1.85 $ (1.57) $ 3.45 Discontinued Operations 0.95 2.16 1.24 (0.23) 4.13 Extraordinary Loss - - - - - Cumulative Changes in Accounting Principle - - - - - ------- ------- ------- ------- ------- $ 2.21 $ 4.04 $ 3.09 $ (1.80) $ 7.58 ======= ======= ======= ======= ======= DILUTED - Continuing Operations $ 1.26 $ 1.88 $ 1.84 $ (1.57) $ 3.44 Discontinued Operations 0.94 2.15 1.24 (0.23) 4.12 Extraordinary Loss - - - - - Cumulative Changes in Accounting Principle - - - - - ------- ------- ------- ------- ------- $ 2.20 $ 4.03 $ 3.08 $ (1.80) $ 7.56 ======= ======= ======= ======= ======= 1999 -------------------------------------------------- 1st Q 2nd Q 3rd Q 4th Q Year ------- ------- ------- ------- ------- REVENUES Net Sales and Operating Revenues $ 789 $ 868 $ 816 $ 806 $ 3,279 ======= ======= ======= ======= ======= COSTS AND EXPENSES Cost of Sales (exclusive of depr. shown below) 585 627 600 615 2,427 Engineering, Research and Development 11 16 12 13 52 Selling, General and Administrative 105 98 100 218 521 Depreciation and Amortization 35 36 39 34 144 ------- ------- ------- ------- ------- 736 777 751 880 3,144 ------- ------- ------- ------- ------- OTHER INCOME (EXPENSE) 2 6 2 3 13 ------- ------- ------- ------- ------- OPERATING INCOME (LOSS) 55 97 67 (71) 148 Interest Expense (net of interest capitalized) 19 23 16 48 106 Income Tax Expense (Benefit) 14 30 16 22 82 Minority Interest 6 7 8 2 23 ------- ------- ------- ------- ------- INCOME (LOSS) FROM CONTINUING OPERATIONS 16 37 27 (143) (63) Income (Loss) from Discontinued Operations, net of income tax (166) 55 12 (109) (208) Extraordinary Loss, net of income tax (7) - - (11) (18) Cumulative Effect of Changes in Accounting Principle, net of income tax (134) - - - (134) ------- ------- ------- ------- ------- NET INCOME (LOSS) TO COMMON STOCK $ (291) $ 92 $ 39 $ (263) $ (423) ======= ======= ======= ======= ======= AVERAGE COMMON SHARES OUTSTANDING: Basic 33.3 33.4 33.5 33.6 33.5 ======= ======= ======= ======= ======= Diluted 33.4 33.5 33.5 33.8 33.7 ======= ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE OF COMMON STOCK: BASIC - Continuing Operations $ 0.47 $ 1.07 $ 0.86 $ (4.25) $ (1.87) Discontinued Operations (4.99) 1.67 0.32 (3.24) (6.23) Extraordinary Loss (0.20) - - (0.34) (0.55) Cumulative Changes in Accounting Principle (4.00) - - - (3.99) ------- ------- ------- ------- ------- $ (8.72) $ 2.74 $ 1.18 $ (7.83) $(12.64) ======= ======= ======= ======= ======= DILUTED - Continuing Operations $ 0.47 $ 1.06 $ 0.86 $ (4.25) $ (1.87) Discontinued Operations (4.99) 1.67 0.32 (3.24) (6.23) Extraordinary Loss (0.20) - - (0.34) (0.55) Cumulative Changes in Accounting Principle (4.00) - - - (3.99) ------- ------- ------- ------- ------- $ (8.72) $ 2.73 $ 1.18 $ (7.83) $(12.64) ======= ======= ======= ======= ======= 2000 -------------------------------------------------- 1st Q 2nd Q 3rd Q 4th Q Year ------- ------- ------- ------- ------- REVENUES Net Sales and Operating Revenues $ 882 $ 948 $ 870 $ 849 $ 3,549 ======= ======= ======= ======= ======= COSTS AND EXPENSES Cost of Sales (exclusive of depr. shown below) 672 712 678 704 2,766 Engineering, Research and Development 15 15 14 14 58 Selling, General and Administrative 110 117 89 143 459 Depreciation and Amortization 39 37 40 35 151 ------- ------- ------- ------- ------- 836 881 821 896 3,434 ------- ------- ------- ------- ------- OTHER INCOME (EXPENSE) 1 1 (2) 5 5 ------- ------- ------- ------- ------- OPERATING INCOME (LOSS) 47 68 47 (42) 120 Interest Expense (net of interest capitalized) 45 48 46 47 186 Income Tax Expense (Benefit) (1) 5 (5) (26) (27) Minority Interest 2 - - - 2 ------- ------- ------- ------- ------- INCOME (LOSS) FROM CONTINUING OPERATIONS 1 15 6 (63) (41) Income (Loss) from Discontinued Operations, net of income tax - - - - - Extraordinary Loss, net of income tax - - (1) - (1) Cumulative Effect of Changes in Accounting Principle, net of income tax - - - - - ------- ------- ------- ------- ------- NET INCOME (LOSS) TO COMMON STOCK $ 1 $ 15 $ 5 $ (63) $ (42) ======= ======= ======= ======= ======= AVERAGE COMMON SHARES OUTSTANDING: Basic 33.7 34.4 35.1 35.7 34.7 ======= ======= ======= ======= ======= Diluted 33.9 34.6 35.2 35.9 34.9 ======= ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE OF COMMON STOCK: BASIC - Continuing Operations $ 0.03 $ 0.42 $ 0.17 $ (1.74) $ (1.18) Discontinued Operations - - - - - Extraordinary Loss - - (0.01) - (0.02) Cumulative Changes in Accounting Principle - - - - - ------- ------- ------- ------- ------- $ 0.03 $ 0.42 $ 0.16 $ (1.74) $ (1.20) ======= ======= ======= ======= ======= DILUTED - Continuing Operations $ 0.03 $ 0.42 $ 0.16 $ (1.74) $ (1.18) Discontinued Operations - - - - - Extraordinary Loss - - (0.01) - (0.02) Cumulative Changes in Accounting Principle - - - - - ------- ------- ------- ------- ------- $ 0.03 $ 0.42 $ 0.15 $ (1.74) $ (1.20) ======= ======= ======= ======= =======
9 EXTERNAL BASIS TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES STATEMENT OF CASH FLOWS UNAUDITED (Millions)
TWELVE MONTHS ENDED DECEMBER 31, -------------------- 2000 1999 -------- ------- Operating activities: Income (loss) from continuing operations $ (41) $ (63) Adjustments to reconcile income (loss) from continuing operations to net cash provided (used) by operating activities - Depreciation and amortization 151 144 Deferred income taxes (43) 97 (Gain)/loss on sale of businesses and assets, net (2) 6 Changes in components of working capital - (Inc.)/dec. in receivables 61 (151) (Inc.)/dec. in inventories (29) (23) (Inc.)/dec. in prepayments and other current assets (14) 14 Inc./(dec.) in payables 141 46 Inc./(dec.) in taxes accrued (4) (43) Inc./(dec.) in interest accrued 5 (7) Inc./(dec.) in other current liabilities (4) (11) Other 13 (10) ------- ------- Cash provided (used) by continuing operations 234 (1) Cash provided (used) by discontinued operations - (253) ------- ------- Net cash provided (used) by operating activities 234 (254) ------- ------- Investing activities: Net proceeds from sale of discontinued operations - 303 Net proceeds from sale of assets 26 8 Expenditures for plant, property & equipment (146) (154) Acquisition of businesses (5) (36) Expenditures for plant, property & equipment-discontinued operations - (1,264) Investments and other (32) (45) ------- ------- Net cash provided (used) by investing activities (157) (1,188) ------- ------- Net Cash provided (used) before financing activities - continuing operations 77 (228) Financing activities: Issuance of common and treasury shares 17 41 Proceeds from subsidiary equity issuance 1 - Purchase of common stock - (4) Issuance of equity securities by subsidiaries - (408) Issuance of long-term debt 1 3,721 Retirement of long-term debt (107) (1,410) Net inc./(dec.) in short-term debt excluding current maturities on long-term debt (16) (294) Dividends (common) (7) (151) Other (12) - ------- ------- Net cash provided (used) by financing activities (123) 1,495 ------- ------- Effect of foreign exchange rate changes on cash and temporary cash investments (3) 2 ------- ------- Inc./(dec.) in cash and temporary cash investments (49) 55 Cash and temporary cash investments, January 1 $ 84 $ 29 ------- ------- Cash and temporary cash investments, December 31 $ 35 $ 84 ======= =======
10 BALANCE SHEETS (Unaudited) (Millions)
1998 1999 2000 ------ ------------------------------------ ------------------------------------ Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 - ---------------------------------------------------------------------------------------------------------------------------------- ASSETS Receivable, Net $ 443 $ 550 $ 606 $ 680 $ 571 $ 645 $ 684 $ 584 $ 487 Inventories 414 425 401 403 412 415 391 395 422 Other Current Assets 207 138 169 133 218 191 209 228 200 Investments and Other Assets 863 748 770 740 705 697 700 721 772 Plant, Property and Equipment, net 1,093 1,046 1,049 1,055 1,037 1,013 1,004 984 1,005 Net Assets of Discontinued Operations 1,739 1,428 1,421 1,483 - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ Total $4,759 $4,335 $4,416 $4,494 $2,943 $2,961 $2,988 $2,912 $2,886 ====== ====== ====== ====== ====== ====== ====== ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Short-term Debt $ 304 $ 368 $ 206 $ 237 $ 56 $ 77 $ 43 $ 35 $ 92 Accounts Payable 337 344 351 365 348 383 426 436 464 Other Current Liabilities 268 237 287 286 259 254 256 269 253 Long-term Debt 671 677 832 796 1,578 1,571 1,570 1,505 1,435 Deferred Income Taxes 98 32 39 104 108 106 108 129 144 Deferred Credits and Other Liabilities 170 174 168 155 156 160 166 160 154 Minority Interest 407 407 411 411 16 17 18 15 14 Shareholders' Equity 2,504 2,096 2,122 2,140 422 393 401 363 330 ------ ------ ------ ------ ------ ------ ------ ------ ------ Total $4,759 $4,335 $4,416 $4,494 $2,943 $2,961 $2,988 $2,912 $2,886 ====== ====== ====== ====== ====== ====== ====== ====== ====== DEBT TO CAPITALIZATION RATIO 25.1% 29.5% 29.1% 28.8% 78.9% 80.1% 79.4% 80.3% 81.6% ====== ====== ====== ====== ====== ====== ====== ====== ======
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