Tenneco Announces Organizational Changes

Updated

Tenneco Announces Organizational Changes

Company Establishes Clean Air and Ride Performance Divisions

LAKE FOREST, Ill.--(BUSINESS WIRE)-- Tenneco Inc. (NYS: TEN) today announced organizational changes that will align its businesses along product lines to support the company's plans for revenue and earnings growth and its longer-term strategic vision. The company has established a Clean Air division, which includes Tenneco's emissions control businesses, and a Ride Performance division, comprised of its ride control businesses.


These organizational shifts will help drive greater integration across regions and a more focused strategic approach for each product line, all designed to further drive growth and profit improvement opportunities unique to each business.

Neal Yanos, executive vice president, has been appointed to lead the Clean Air division and Josep Fornos, executive vice president, will lead the Ride Performance division. The appointments are effective immediately and both divisions will report to Hari Nair, chief operating officer. The South America, India and Asia Pacific regions will align strategically with the Clean Air and Ride Performance divisions and report operationally to Nair.

"Today's announcement brings even greater focus on our product lines as we continue to execute distinct strategies for each business and drive profitable growth," said Gregg Sherrill, chairman and CEO, Tenneco. "In Clean Air, Tenneco is well-positioned to build on our current light and commercial vehicle success and increase our focus on a broad range of regulatory-driven opportunities in other industries. I am equally excited about Ride Performance as we take a strategic approach that will unleash new opportunities by leveraging product cost and functionality leadership, commercializing advanced technologies and continuing to build on our leading aftermarket positions with our powerful brands."

In line with the organizational changes announced today, the company's financial reporting segments will change as noted in the attachments. Tenneco's new reporting segments will now be comprised of the three current geographical segments split along product lines. The six new reporting segments are Clean Air North America; Clean Air Europe, South America and India; Clean Air Asia Pacific; Ride Performance North America; Ride Performance Europe, South America and India; and Ride Performance Asia Pacific.

Tenneco is hosting an investor meeting in New York today, February 14, beginning at 1:30 pm Eastern time. Senior management will review the company's long-term strategic vision, business operations and revenue guidance. The webcast can be accessed by going to the financial/investor section of the company's website at www.tenneco.com.

Tenneco is a $7.4 billion global manufacturing company with headquarters in Lake Forest, Illinois and more than 24,000 employees worldwide. Tenneco is one of the world's largest designers, manufacturers and marketers of clean air and ride performance products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Tenneco's principal brand names are Monroe®, Walker® , XNOx™ and Clevite®Elastomer.

This press release contains forward-looking statements.Words such as "may," "expects," "anticipate," "projects," "will," and "outlook" and similar expressions identify 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) general economic, business and market conditions;

(ii) the company's ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;

(iii) changes in capital availability or costs, including increases in the company's costs of borrowing (i.e., interest rate increases), the amount of the company's debt, the ability of the company to access capital markets at favorable rates, and the credit ratings of the company's debt;

(iv) changes in consumer demand, prices and the company's ability to have our products included on top selling vehicles, including any shifts in consumer preferences to lower margin vehicles, for which we may or may not have supply arrangements;

(v) changes in automotive and commercial vehicle manufacturers' production rates and their actual and forecasted requirements for the company's products such as the significant production cuts during recent years by automotive manufacturers in response to difficult economic conditions;

(vi) the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by the company's awarded book of business which is based on anticipated pricing and volumes over the life of the applicable program;

(vii) the loss of any of our large original equipment manufacturer ("OEM") customers (on whom we depend for a substantial portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OEMs or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;

(viii) workforce factors such as strikes or labor interruptions;

(ix)increases in the costs of raw materials, including the company's ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;

(x) the negative impact of higher fuel prices on transportation and logistics costs, raw material costs and discretionary purchases of vehicles or aftermarket products;

(xi) the cyclical nature of the global vehicular industry, including the performance of the global aftermarket sector and longer product lives of automobile parts;

(xii) the company's continued success in cost reduction and cash management programs and its ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans;

(xiii) product warranty costs;

(xiv) the cost and outcome of existing and any future legal proceedings;

(xv) economic, exchange rate and political conditions in the countries where we operate or sell our products;

(xvi) 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 and the market;

(xvii) changes by the Financial Accounting Standards Board or other accounting regulatory bodies to authoritative generally accepted accounting principles or policies;

(xviii) changes in accounting estimates and assumptions, including changes based on additional information;

(xix) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals, as well as the impact of the enforcement of, changes to or compliance with laws and regulations, including those pertaining to environmental concerns, pensions or other regulated activities;

(xx) natural disasters, acts of war and/or terrorism and the impact of these occurrences or acts on economic, financial, industrialand social condition, including, without limitation, with respect to supply chains and customer demand in the countries where the company operates; and

(xxi) 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. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-K for the year ended December 31, 2011.

TENNECO INC.

CLEAN AIR AND RIDE PERFORMANCE DIVISIONS

10-Q SEGMENT DATA

Unaudited

(Millions)

Q1 2012

Clean Air Division

Ride Performance Division

North

Europe,

Asia

North

Europe,

Asia

Reclass

America

SA & India

Pacific

America

SA & India

Pacific

Other

& Elims

Total

Revenues from external customers

$

669

$

460

$

156

$

317

$

272

$

38

$

-

$

-

$

1,912

Intersegment revenues

4

30

-

2

14

8

-

(58

)

-

EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)

48

16

12

35

10

(2

)

(23

)

-

96

Total assets

1,037

808

396

570

625

185

-

30

3,651

Q2 2012

Clean Air Division

Ride Performance Division

North

Europe,

Asia

North

Europe,

Asia

Reclass

America

SA & India

Pacific

America

SA & India

Pacific

Other

& Elims

Total

Revenues from external customers

$

671

$

434

$

169

$

325

$

276

$

45

$

-

$

-

$

1,920

Intersegment revenues

1

29

-

3

14

8

-

(55

)

-

EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)

57

20

18

37

16

2

(13

)

-

137

Total assets

1,021

804

384

595

604

190

-

29

3,627

Q3 2012

Clean Air Division

Ride Performance Division

North

Europe,

Asia

North

Europe,

Asia

Reclass

America

SA & India

Pacific

America

SA & India

Pacific

Other

& Elims

Total

Revenues from external customers

$

592

$

414

$

179

$

299

$

245

$

49

$

-

$

-

$

1,778

Intersegment revenues

1

21

-

3

11

7

-

(43

)

-

EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)

48

7

20

35

10

3

(12

)

-

111

Total assets

1,069

820

401

617

582

202

-

11

3,702

Q4 2012

Clean Air Division

Ride Performance Division

North

Europe,

Asia

North

Europe,

Asia

Reclass

America

SA & India

Pacific

America

SA & India

Pacific

Other

& Elims

Total

Revenues from external customers

$

574

$

418

$

190

$

272

$

248

$

51

$

-

$

-

$

1,753

Intersegment revenues

-

21

1

2

14

7

-

(45

)

-

EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)

49

11

21

15

5

2

(19

)

-

84

Total assets

1,028

725

435

592

600

202

-

24

3,606

We are a global manufacturer managed and organized along our two major product lines (emissions control and ride control) and three geographic areas (North America ("NA"); Europe, South America and India ("ESI"); and Asia Pacific ("AP")), resulting in six operating segments (NA Clean Air, NA Ride Performance, ESI Clean Air, ESI Ride Performance, AP Clean Air and AP Ride Performance). Within each geographical area, each operating segment manufactures and distributes either ride control or emission control products primarily for the automotive industry. Each of the six operating segments constitutes a reportable segment. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the six operating segments. We evaluate segment performance based primarily on earnings before interest expense, income taxes, and noncontrolling interests. Products are transferred between segments and geographic areas on a basis intended to reflect as nearly as possible the "market value" of the products.

TENNECO INC.

CLEAN AIR AND RIDE PERFORMANCE DIVISIONS

10-K SEGMENT DATA

Unaudited

(Millions)

FY 2012

Clean Air Division

Ride Performance Division

North

Europe,

Asia

North

Europe,

Asia

Reclass

America

SA & India

Pacific

America

SA & India

Pacific

Other

& Elims

Total

Revenues from external customers

$

2,506

$

1,726

$

694

$

1,213

$

1,041

$

183

$

-

$

-

$

7,363

Intersegment revenues

6

101

1

10

53

30

-

(201

)

-

Interest income

-

1

1

-

-

-

-

-

2

Depreciation and amortization of intangibles

58

43

18

30

48

8

-

-

205

EBIT, Earnings before interest expense, income taxes and noncontrolling interests (GAAP measure)

202

54

71

122

41

5

(67

)

-

428

Total assets

1,028

725

435

592

600

202

-

24

3,606

Equity in net assets of unconsolidated affiliates

-

8

-

-

-

-

-

-

8

Expenditures for plant, property and equipment

76

56

40

46

32

13

-

-

263

Noncash items other than depreciation and amortization

7

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