Fitch Upgrades Tenneco's IDR to 'BB+'; Outlook Stable

  Fitch Upgrades Tenneco's IDR to 'BB+'; Outlook Stable

Business Wire

CHICAGO -- March 13, 2013

Fitch Ratings has upgraded Tenneco Inc.'s (TEN) Issuer Default Rating (IDR) to
'BB+' from 'BB'. In addition, Fitch has affirmed TEN's secured Term Loan A and
secured revolving credit facility ratings at 'BBB-' and upgraded TEN's senior
unsecured ratings to 'BB' from 'BB-'. A full list of the rating actions is
provided at the end of this release. Fitch's ratings apply to an $850 million
secured revolving credit facility, a $241 million secured Term Loan A and $725
million in senior unsecured notes. The Rating Outlook for TEN is Stable.

KEY RATING DRIVERS

The upgrade of TEN's ratings reflects the continued strengthening in the auto
supplier's credit profile as global auto sales have grown and demand for the
company's technologies remains strong. TEN remains a top global supplier of
emission control and vehicle suspension components, with a strong presence in
both the original equipment and aftermarket segments. In addition to the
company's traditional light vehicle business, increasingly stringent
regulations in a number of regions governing commercial truck and off-highway
vehicle emissions are driving further growth opportunities and higher margins.
Primary risks to the company's credit profile include industry cyclicality,
which could become more pronounced as commercial vehicles comprise a larger
proportion of the company's sales mix, volatile raw material costs and higher
fuel prices; although the company's lowered cost structure and strengthened
balance sheet have improved its ability to withstand another downturn in
global demand.

Fitch expects demand for TEN's products, especially in its Clean Air division,
to grow over the next several years as global emissions requirements tighten.
In particular, TEN continues to capture new business in the global on-highway
commercial vehicle and off-highway specialty vehicle markets as emission
requirements in those segments become more restrictive. In the off-highway
market, tightening regulations for locomotives and water-borne vessels are
presenting potential new opportunities for additional demand growth. As a
result of these factors, Fitch expects TEN's revenue stream to become
increasingly diversified over the next several years. Fitch also expects the
company's revenue to grow at a rate in excess of global light vehicle
production as its product penetration increases and as it transitions into the
new market segments. In addition to emission control products, new
technologies in the company's Ride Performance division, including active and
lower-cost semi-active suspension systems, will also contribute to increased
revenues and margins.

Based on increasing demand from the commercial vehicle and off-highway
segments, the proportion of TEN's original equipment revenue tied to those
segments could more than double within five years, to about 30% from 13% in
2012. This growth, on top of the expected rise in global light vehicle
production, is expected to result in a substantial increase in the company's
original equipment revenue over the intermediate term. Combined with the
permanent changes to the company's cost structure, including new or expanded
manufacturing facilities in a number of low-cost countries and cost reduction
activities currently underway in Europe, as well as the higher margins that
the commercial and off-highway business typically generates, Fitch expects
higher business levels to support margins at or above current levels over the
intermediate term. Fitch's calculated EBITDA margin was 8.8% in 2012, but
excluding substrate revenues, which are largely passed through to customers
with only a small markup, Fitch estimates TEN's EBITDA margin would have been
about 11% for the year.

Fitch expects TEN's credit profile to strengthen over the intermediate term on
higher business levels and continued discipline on controllable costs. Fitch
projects that EBITDA gross leverage will show a further modest decline during
2013, potentially to around 1.5x, and is likely to decline further over the
next couple of years. TEN's management has stated that the company is
targeting net leverage of 1.0x in order to provide sufficient financial
flexibility in the case of a downturn. Fitch views this low leverage target
positively, as it suggests that leverage reduction will remain a top priority
for the company over the intermediate term. TEN's actual net leverage at Dec.
31, 2012, was 1.5x. Fitch notes that the company has the flexibility to use
excess free cash flow to prepay amounts outstanding on the secured Term Loan A
without penalty.

The greatest risk to TEN's credit profile in the near term is the potential
for a decline in global vehicle production driven by a slowing global economy.
This risk is offset somewhat by the company's increasingly diverse customer
base, lowered cost structure, and tightening global emissions regulations,
which will drive the market for emission control solutions regardless of
global economic conditions. This is especially true for commercial and
off-road vehicles, which will continue to increase TEN's installed penetration
rates over the intermediate term. In addition, the company's lack of
meaningful debt maturities until 2017 further mitigates near-term liquidity
risk in a weakened demand environment. Rising vehicle fuel prices also present
a risk in that they could result in a decline in overall vehicle demand, as
well as a shift in demand toward smaller vehicles that are less profitable for
TEN. Volatile raw material costs are also a risk, although TEN mitigates this
risk by passing along a substantial portion of the change in its material
costs to its original equipment customers. Offsetting increased material costs
in the aftermarket business is more challenging, however.

In 2012, TEN's credit profile strengthened modestly on continued improvements
in the company's operating performance and a slight reduction in debt. As of
Dec. 31, 2012, TEN's EBITDA leverage (as calculated by Fitch) stood at 1.8
times (x), down from 2.0x at year-end 2011, while total debt of $1.18 billion
was down from $1.22 billion. Funds from operations (FFO) adjusted leverage was
2.7x at year-end 2012, down from 3.2x at year-end 2011. Free cash flow grew
substantially in 2012, to $109 million from $32 million in 2011, despite a $43
million increase in capital spending to $256 million. Over the intermediate
term, Fitch expects free cash flow to remain positive, but it will be
constrained somewhat by relatively high capital spending tied to growing
production levels and cash costs tied to the company's European cost reduction
program. On the latter topic, Fitch estimates that cash costs to implement the
European cost reduction program could total roughly $90 million over the
course of 2013 and 2014.

Although revenue increased only 2.2% in 2012, to $7.4 billion, margins grew on
improved manufacturing efficiencies and cost controls. Fitch's calculated
EBITDA margin was 8.8% in 2012 versus 8.5% in 2011, and the free cash flow
margin grew to 1.5% from 0.4%. Overall liquidity remained relatively strong,
with $223 million in cash and marketable securities and $710 million in
availability on the company's secured revolver, while short-term debt
maturities (including current maturities of long-term debt) totaled $113
million. Long-term debt maturities are comparatively light until 2017, when
the final $125 million payment on the company's Term Loan A and any
outstanding revolver borrowings come due.

The funded status of TEN's global pension plans improved slightly in 2012,
with the plans' funded status increasing to 68% at year-end 2012 from 67% at
year-end 2011. However, in the U.S., TEN's plans were only 60% funded at Dec.
31, 2012, up from 58% at the end of 2011. As with many corporate plans, the
continued low funded status was primarily due to historically low long-term
interest rates, with TEN using a 4.1% discount rate to value its projected
benefit obligation in 2012, down from 4.8% in 2011. On a dollar basis,
however, TEN's global plans were only underfunded by $285 million ($186
million in the U.S.), which Fitch believes is manageable, given the company's
liquidity position and free cash flow prospects. TEN has estimated that
required cash contributions to its global pension plans will be $59 million in
2013, up from $48 million in 2012.

TEN's secured revolver and secured Term Loan A are both rated one-notch above
the company's IDR to reflect their substantial collateral coverage, which
includes virtually all of the company's U.S. assets and up to 66% of its
first-tier foreign subsidiaries. As detailed in Fitch's criteria report,
'Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers',
'BBB-' is the highest rating that may be assigned to an issuance or facility
of an issuer with an IDR of 'BB+' or lower. TEN's senior unsecured notes are
rated one notch below the company's IDR to reflect the substantial amount of
secured debt in the company's capital structure. Assuming a fully-drawn
revolver, about 60% of TEN's long-term debt would be secured, reducing
potential recoveries for unsecured creditors.

RATING SENSITIVITIES

Positive: Further developments that may, individually or collectively, lead to
a positive rating action include:

--A continued decline in leverage to the low 1x level;

--Further growth in the company's free cash flow and free cash flow margin;

--Maintaining a value-added margin above 10%;

--Improvement in the funded status of the company's pension plans.

Negative: Further developments that may, individually or collectively, lead to
a negative rating action include:

--A severe decline in global vehicle production that leads to reduced demand
for TEN's products;

--A debt-financed acquisition that weakens credit metrics for a prolonged
period;

--Shareholder-friendly actions that result in a significant increase in
leverage or decline in liquidity;

--A reversal in the company's focus on reducing operating leverage.

Fitch has taken the following rating actions on TEN with a Stable Rating
Outlook:

--Issuer Default Rating (IDR) upgraded to 'BB+' from 'BB';

--Secured Term Loan A rating affirmed at 'BBB-';

--Secured revolving credit facility rating affirmed at 'BBB-';

--Senior unsecured notes rating upgraded to 'BB' from 'BB-'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--Corporate Rating Methodology (Aug. 8, 2012);

--Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers
(Nov. 13, 2012);

--Evaluating Corporate Governance (Dec. 12, 2012);

--2013 Outlook: U.S. Auto Manufacturers and Suppliers (Dec. 17, 2012).

Applicable Criteria and Related Research

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=693773

Evaluating Corporate Governance

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=694649

2013 Outlook: U.S. Auto Manufacturers and Suppliers

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=697000

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Contact:

Fitch Ratings
Primary Analyst
Stephen Brown
Senior Director
+1-312-368-3139
Fitch Ratings Inc.
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Chicago, IL 60602
or
Secondary Analyst
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Managing Director
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or
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