-----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, U6Ppqbcn4yKix8kaTLl2XXqq87FU7sj4ZYyGp42p+d/nvC5UmLgPUIJNFeApfiT9 xAdipYSw4cyhlq8kN9mJ0g== 0000950137-04-005682.txt : 20040720 0000950137-04-005682.hdr.sgml : 20040720 20040720083249 ACCESSION NUMBER: 0000950137-04-005682 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040720 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040720 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: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 04921035 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 c86877e8vk.txt CURRENT REPORT 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): JULY 20, 2004 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 ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On July 20, 2004, Tenneco Automotive announced its results of operations for the second quarter of 2004. Exhibit 99.1 to this Form 8-K report presents the company's consolidated statement of income, balance sheet and statement of cash flows for the period ended June 30, 2004, as released by the company on July 20, 2004, and such Exhibit is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description Number 99.1 Tenneco Automotive's consolidated statement of income, balance sheet and statement of cash flows for the period ended June 30, 2004, as released by the company on July 20, 2004. 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: July 20, 2004 By: /s/ KENNETH R. TRAMMELL --------------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Tenneco Automotive's consolidated statement of income, balance sheet and statement of cash flows for the period ended June 30, 2004, as released by the company on July 20, 2004. EX-99.1 2 c86877exv99w1.txt CONSOLIDATED STATEMENT OF INCOME, BALANCE SHEET & STATEMENT OF CASH FLOWS Exhibit 99.1 TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME Unaudited THREE MONTHS ENDED JUNE 30, (Millions except share and per share amounts)
2004 2003 ------- ------- Net sales and operating revenues: $1,114 (a) $ 998 ====== ======= Costs and Expenses Cost of Sales (exclusive of depreciation shown below) 874 (b) 779 (e) Engineering, Research and Development 19 13 Selling, General and Administrative 100 (c) 97 Depreciation and Amortization of Other Intangibles 44 41 ------ ------- Total Costs and Expenses 1,037 930 ====== ======= Loss on sale of receivables (1) (1) ------ ------- Total Other Income (Loss) (1) (1) ------ ------- Income before Interest Expense, Income Taxes, and Minority Interest North America 50 (a)(b)(c) 49 Europe 14 (b) 11 (e) Other 12 7 ------ ------- 76 67 Less: Interest expense (net of interest capitalized) 34 38 (f) Income tax expense (benefit) 10 (d) 3 (g) Minority interest 2 2 ------ ------- Net income $ 30 $ 24 ====== ======= Average common shares outstanding: Basic 41.5 40.4 ====== ======= Diluted 44.2 41.3 ====== ======= Earnings per share of common stock: Basic $ 0.73 $ 0.59 ====== ======= Diluted $ 0.69 $ 0.58 ====== =======
(a) Includes continuing changeover costs for a new aftermarket customer acquired in the first quarter of $2 million pre-tax, $1 million after-tax or $0.02 per share. The entire cost is recorded in Sales. Geographically all of the charge is recorded in North America. (b) Includes restructuring and restructuring related charges of $5 million pre-tax, $3 million after tax or $0.07 per share. The entire charge is recorded in cost of sales. Geographically, $1 million is recorded in North America and $4 million in Europe. (c) Includes consulting fees indexed to stock price of $1 million pre-tax, $1 million after-tax or $0.01 per share. The entire charge is recorded in SG&A. Geographically the entire charge is recorded in North America. (d) Includes a $4 million or $0.09 per share tax benefit related to the resolution of outstanding tax issues. (e) Includes restructuring and restructuring related charges of $1 million pre-tax, $1 million after-tax or $0.03 per share. The entire charge is recorded in cost of sales. Geographically all of the charge is recorded in Europe. (f) Includes a pre-tax expense of $5 million, $3 million after-tax or $0.07 per share related to debt issuance costs that were deferred on the senior debt we paid down with the proceeds of the June 2003 $350 million bond offering. (g) Includes an $8 million or $0.19 per share tax benefit related to the resolution of outstanding tax issues. TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME Unaudited SIX MONTHS ENDED JUNE 30, (Millions except share and per share amounts)
2004 2003 ------ ------- Net sales and operating revenues: $2,148 (a) $1,919 ====== ====== Costs and Expenses Cost of Sales (exclusive of depreciation shown below) 1,704 (b) 1,522 (e) Engineering, Research and Development 36 32 Selling, General and Administrative 209 (a)(b)(c) 185 Depreciation and Amortization of Other Intangibles 89 80 ------ ------ Total Costs and Expenses 2,038 1,819 ====== ====== Loss on sale of receivables (1) (1) Other Income (Loss) -- (1) ------ ------ Total Other Income (Loss) (1) (2) ------ ------ Income before Interest Expense, Income Taxes, and Minority Interest North America 80 (a)(b)(c) 77 (e) Europe 11 (b)(c) 10 (e) Other 18 (c) 11 ------ ------ 109 98 Less: Interest expense (net of interest capitalized) 69 69 (f) Income tax expense (benefit) 9 (d) 1 (g) Minority interest 3 3 ------ ------ Net income $ 28 $ 25 ====== ====== Average common shares outstanding: Basic 41.1 40.2 ====== ====== Diluted 43.8 41.1 ====== ====== Earnings per share of common stock: Basic $ 0.69 $ 0.61 ====== ====== Diluted $ 0.65 $ 0.60 ====== ======
(a) Includes changeover costs for a new aftermarket customer acquired in the first quarter of $8 million pre-tax, $5 million after-tax or $0.11 per share. Of the adjustment $6 million is recorded in Sales and $2 million is recorded in SG&A. Geographically all of the charge is recorded in North America. (b) Includes restructuring and restructuring related charges of $10 million pre-tax, $6 million after tax or $0.14 per share. Of the adjustment $2 million is recorded in SG&A and the remaining $8 million is in cost of sales. Geographically, $3 million is recorded in North America and $7 million in Europe. (c) Includes consulting fees indexed to stock price of $4 million pre-tax, $3 million after-tax or $0.06 per share. The entire charge is recorded in SG&A. Geographically $2 million of the charge is recorded in North America, $1 million in Europe and $1 million in Other. (d) Includes a $5 million or $0.11 per share tax benefit related to the resolution of outstanding tax issues. (e) Includes restructuring and restructuring related charges of $6 million pre-tax, $3 million after-tax or $0.09 per share. The entire charge is recorded in cost of sales. Geographically, $3 million is recorded in North America and $3 million in Europe. (f) Includes a pre-tax expense of $5 million, $3 million after-tax or $0.07 per share related to debt issuance costs that were deferred on the senior debt we paid down with the proceeds of the June 2003 $350 million bond offering. (g) Includes an $11 million or $0.26 per share tax benefit related to the resolution of outstanding tax issues. TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEET (Unaudited) (Millions)
June 30, December 31, 2004 2003 -------- ------------ Assets Cash and Cash Equivalents $ 166 $ 145 Receivables, Net 550 442 Inventories 352 343 Other Current Assets 202 175 Investments and Other Assets 594 579 Plant, Property, and Equipment, Net 1,059 1,111 ------ ------ Total Assets $2,923 $2,795 ====== ====== Liabilities and Shareholders' Equity Short-Term Debt $ 20 $ 20 Accounts Payable 669 621 Accrued Taxes 30 19 Accrued Interest 39 42 Other Current Liabilities 239 191 Long-Term Debt 1,399 1,410 Deferred Income Taxes 124 119 Deferred Credits and Other Liabilities 307 292 Minority Interest 23 23 Total Shareholders' Equity 73 58 ------ ------ Total Liabilities and Shareholders' Equity $2,923 $2,795 ====== ======
TENNECO AUTOMOTIVE INC. AND CONSOLIDATED SUBSIDIARIES STATEMENT OF CASH FLOWS (UNAUDITED) (Millions)
SIX MONTHS ENDED JUNE 30, ---------------------- 2004 2003 -------- -------- Operating activities: Net income $ 28 $ 25 Adjustments to reconcile income to net cash provided by operating activities - Depreciation and amortization 89 80 Deferred income taxes (5) (10) Changes in components of working capital - (Inc.)/dec. in receivables (113) (87) (Inc.)/dec. in inventories (16) 24 (Inc.)/dec. in prepayments and other current assets (27) (1) Inc./(dec.) in payables 60 30 Inc./(dec.) in taxes accrued 13 (19) Inc./(dec.) in interest accrued (2) (5) Inc./(dec.) in other current liabilities 24 (19) Other 8 10 ------ ------ Net cash provided by operating activities 59 28 Investing activities: Net proceeds from sale of assets 11 3 Expenditures for plant, property & equipment (54) (54) Investments and other (2) (2) ------ ------ Net cash used by investing activities (45) (53) ------ ------ Net cash provided (used) before financing activities 14 (25) Financing activities: Issuance of common shares 4 -- Proceeds from capital contributions -- 1 Issuance of long-term debt -- 350 Debt issuance costs on long-term debt -- (12) Retirement of long-term debt (4) (276) Net inc./(dec.) in short-term debt excluding current maturities on long-term debt 1 (25) Other 2 (1) ------ ------ Net cash provided by financing activities 3 37 ------ ------ Effect of foreign exchange rate changes on cash and temporary cash investments 4 (8) ------ ------ Inc./(dec.) in cash and temporary cash investments 21 4 Cash and temporary cash investments, January 1 145 54 ------ ------ Cash and temporary cash investments, June 30 $ 166 $ 58 ====== ====== Cash paid during the period for interest $ 74 $ 67 Cash paid during the period for income taxes $ 7 $ 30
-----END PRIVACY-ENHANCED MESSAGE-----