Tenneco Inc.

views updated May 23 2018

Tenneco Inc.

Tenneco Building
P.O. Box 2511
Houston, Texas 77252-2511
U.S.A.
(713) 757-2131 Fax: (713) 757-2777

Public Company
Incorporated: 1947 as Tennessee Gas Transmission Company
Employees: 75,000
Sales: $14.5 billion
Stock Exchanges: New York Toronto
SICs: 3523 Farm Machinery and Equipment; 3531 Construction Machinery; 3731 Ship Building and Repairing; 3714 Motor Vehicle Parts and Accessories; 2653 Corrugated and Solid Fiber Boxes; 4923 Gas Transmission and Distribution; 6719 Holding Companies, Nee.

Tenneco Inc. is one of the largest diversified companies in the world, ranking among the United States’ 30 largest industrial companies and among the top 100 industrial companies worldwide. Tenneco’s holdings include Case Corporation, one of the world’s largest manufacturers of agricultural and construction equipment; Tenneco Gas, one of the natural gas industry’s largest and most profitable companies; Tenneco Automotive, a global manufacturer of automotive parts; Newport News Shipbuilding, a primary supplier to the U.S. Navy; Packaging Corporation of America, one of the world’s leading packaging manufacturers; and Albright & Wilson, an international manufacturer and marketer of chemicals. During the early 1990s, these companies became the focus of Tenneco, as it divested other interests in pulp and paper chemicals; oil exploration, production, processing and marketing; and life insurance.

Much of the company’s early success was attributed to its first director, Henry Gardiner Symonds. Acquiring a degree in geology from Stanford University in 1924 and an MBA from Harvard three years later, Symonds began his career in Chicago as a banker with what eventually became the Continental Illinois Bank and Trust Company. In 1930, Symonds began work with a small investment firm and bank subsidiary called the Chicago Corporation, and his success there led to his appointment as vice-president of the division in 1932.

In 1938, oil was discovered on land that the Chicago Corporation had purchased for natural gas deposits, near Corpus Christi, Texas, and Symonds was dispatched to Texas to manage the property. Later that year, he became a board member of the firm. The Chicago Corporation was unable to fully exploit the large reserves of natural gas it had developed in Texas, due to national shortages of pipeline materials essential for gas transmission. When a shortage of fuel for defense plants in West Virginia developed in 1943, the Chicago Corporation was able to obtain a Federal Power Commission (FPC) license to operate a pipeline, in addition to a priority order for pipeline materials. Symonds was placed in charge of the construction of a 1,265-mile pipeline, which linked the gas fields of the Gulf states with factories in the eastern United States.

A company called the Tennessee Gas and Transmission Company, founded in 1940 and acquired by the Chicago Corporation in 1943, was placed in charge of the pipeline. The project was completed in October 1944; however, the day after the pipeline went into operation, the FPC moved to regulate the pipeline and ordered the company to reduce its transmission rates. Symonds protested, contending that the FPC had led him to believe that the Chicago Corporation would be allowed to operate without such regulations. Regarding the FPC’s actions as unfair, Symonds declared that he would never again become involved in projects subject to government regulation. Nevertheless, when the Chicago Corporation promptly divested itself of Tennessee Gas after World War II, Symonds remained with the company and was subsequently named its president.

Tennessee Gas continued to add pipelines to its network, planning 3,840 additional miles in 1946. A long coal strike that year increased demand for oil- and gas-burning furnaces and other devices, and Tennessee Gas applied for rights to build more gas lines as well as to pump oil through the government-sponsored “big-inch” and “little inch” oil pipeline programs. On July 18 of the following year, the company was reincorporated in Delaware as the Tennessee Gas Transmission Company, while its headquarters remained in Houston.

Symonds used profits from the pipeline operations to establish a separate but complementary subsidiary business in oil and gas exploration. He advocated the acquisition of existing oil companies during the 1950s, including Sterling Oil, Del-Rey Petroleum, and Bay Petroleum, and oversaw acquisitions of several petrochemical companies, diversifying the product base and involving Tennessee Gas in industrial plastics. Fifteen Oil, acquired in 1960, was one of several subsidiaries engaged in oil and gas exploration and production in places as diverse as Alaska, Canada, Latin America, and Africa. A subsidiary called the Tenneco Corporation was formed that year to coordinate the management of several company subsidiaries.

During this time, Tennessee Gas received some unfavorable publicity, when reports surfaced that company’s general counsel had met with FPC officials, including FPC chairperson Jerome Kuykendall. Critics alleged that the group had privately discussed legally restricted matters, but Symonds denied any wrongdoing.

In February 1961, a corporate restructuring occurred that placed the company’s non-utility subsidiaries, principally Tennessee Gas and Bay Petroleum, under the managerial authority of Tenneco. Acquisitions in the chemical industries continued through the 1960s and included the Heyden Newport Chemical Corporation, which formed the core of what later became Tenneco Chemicals, Inc. in March 1965. Moreover, the Tenneco division added a new line of business in June 1965 when it purchased the Packaging Corporation of America, a manufacturer of paperboard and packaging materials, with over 400,000 acres of timberland resources. Between September 1950 and March 1966, Tennessee Gas had acquired 22 companies.

A second corporate restructuring took place in April 1966, in which Tenneco assumed control over all the assets of Tennessee Gas, which then became a Tenneco subsidiary. Symonds was promoted from president and board chairman positions in which he had served since 1958, to chief executive officer and chief policy officer, in addition to being named the company’s chairperson “for life.”

Tenneco’s most significant acquisition under Symonds came in August 1967, when it purchased the Kern County Land Company for approximately $430 million. Kern was established in California around 1850 by two lawyers from Kentucky, Lloyd Tevis and James Ben Ali Haggin, who intended to purchase land for resale to prospectors drawn to California in search of gold. Although the scheme failed, the subsequent development of irrigation systems transformed the 2.5 million acres of arid wasteland into arable cropland. Moreover, some of the land was later found to contain oil deposits. While the Kern Company lacked the expertise to develop these oil deposits, Tenneco was perfectly suited to develop the sites. At the same time, Tenneco had no immediate interest in Kern’s agricultural businesses, but, as those businesses were profitable, they could easily be assimilated into Tenneco’s existing land management group. The acquisition also included Kern’s 53 percent interest in J.I. Case, a manufacturer of farm and construction machinery located in Wisconsin, and Walker Manufacturing, which produced automotive exhaust systems.

After the acquisition, Tenneco divided its subsidiaries along geographical lines, resulting in Tenneco West (formerly Kern) and Tenneco Virginia, which had grown out of the company’s gas transmission business. In September 1968, Tenneco Virginia purchased Newport News Shipbuilding & Drydock Company for about $140 million. Newport News was engaged in the construction of nuclear-powered submarines and aircraft carriers, as well as merchant and commercial ships. The company also repaired and reconditioned ships, and refueled nuclear vessels. The nation’s largest privately owned shipyard, Newport News was also in serious financial trouble.

Symonds died of a heart ailment on June 2, 1971. His method of expansion through diversification had been based on three rules: seeing that the company he wished to acquire would benefit from Tenneco management; choosing companies whose operations would complement those of Tenneco; and enforcing standards which kept each division “big enough to stand on its own two feet.” Under Symonds’s successor, James Lee Ketelsen, Tenneco continued to operate on these precepts, but the number and size of subsequent acquisitions were noticeably reduced.

The application of Tenneco management methods to Newport News had transformed the shipbuilding division into a successful venture by 1971. Over a period of several years, Tenneco invested nearly $100 million in the company, and, by 1973, the division had accumulated an order backlog of $1 billion. As a result of increased demand for imported petroleum products, Newport News engaged in the construction of large ships capable of carrying crude oil and liquefied natural gas.

In the course of restructuring Newport News Shipbuilding, Tenneco encountered strong opposition from organized labor and the Occupational Health and Safety Administration (OSHA). Eventually, after a three-month strike, all 16,500 employees of Newport News gained representation by the United Steelworkers. OSHA levied a fine of $786,190 on Newport News, citing 617 cases of deficient medical care, unsafe working conditions, and excessive noise. It was the largest fine OSHA had ever imposed on any company.

Wall Street analysts had consistently advised Tenneco to sell Newport News, warning that the division would require costly modernization and reorganization. Despite such problems, however, Tenneco officials recognized the subsidiary’s potential, particularly after Navy Secretary John Lehman declared his intention to establish a 600-ship navy in 1981. Thereafter, Newport News abandoned commercial shipbuilding in favor of government defense contracts. Much of its initial work in this area centered on the Los Angeles -class attack submarine, which it designed and consistently delivered at a profit. Newport News was also the world’s only manufacturer of nuclear-powered aircraft carriers, including the Carl Vinson and Theodore Roosevelt, launched in 1982 and 1986, respectively. Newport News also planned to construct servicing berths for the larger Trident submarines, then built exclusively by the Electric Boat division of General Dynamics.

Between 1968 and 1976, Tenneco acquired an additional 13 companies, including the British chemical company Albright & Wilson Ltd., and consolidated its ownership of J.I. Case. The automotive parts division of Tenneco experienced strong growth during the 1970s through the acquisition of AB Starlawerken of Sweden in 1974, Monroe Auto Equipment (best known for their line of shock absorbers) in 1977, and Lydex, a Danish company, in 1978. Tenneco started to purchase insurance companies in 1978, including Philadelphia Life and Southwestern Life Insurance.

Ketelsen, who was named chairperson and chief executive officer in 1978, was instrumental in the company’s decision to convert its refinery at Chalamette, Louisiana, to process lower grades of crude oil from Venezuela and Mexico. In response to the reduction in oil prices, Tenneco redirected capital expenditures from oil and gas exploration into finding ways to produce oil at lower prices.

During the early 1980s, Tenneco sold its petrochemical and polyvinyl chloride production facilities to Occidental Petroleum. In 1984, to combat low gas prices and the adverse trends in the gas industry, Tenneco formed a new subsidiary called Tenngasco, which was responsible for sales of spot market gas in unregulated intrastate markets. Also that year, the Tenneco Packaging Corporation of America acquired Ecko Housewares and Ecko Products from the American Home Products Corporation.

In 1985, Tenneco purchased the farm machinery division of International Harvester, which had been forced to restructure as a result of a severe crisis in the American farming industry. Paying $430 million for the division, Tenneco then combined these operations with its Case subsidiary, which was also losing money. Tenneco officials believed that Case could benefit from Harvester’s broader product line and stronger dealer network. The new combined group commanded a 35 percent market share for large tractors, a figure second only to Deere & Company’s 42 percent. As a result of restructuring efforts and the temporary closure of several tractor plants, the new Case division registered a modest profit by the end of the year.

Having survived a 1982 attempt by stockholders to separate and sell the company’s various divisions, the company was again considered a prime takeover target in 1987, given its high debt, rich assets, and record of underperformance. The company had previously insisted on paying stock dividends rather than reducing its debt or, in some other way, reducing its exposure to corporate raiders. But in the late 1980s, Tenneco began boosting its stock through massive repurchasing programs and debt retirement. From 1988 to 1990, the company bought back 26.3 million shares and paid off $5 billion in long- and short-term debt.

In 1986, Tenneco divested its five insurance companies to I.C.H. Corporation for about $1.5 billion. The company’s late 1980s efforts to refocus its business interests included the sale of all its precious metals operations, the agricultural operations of Tenneco West, Tenneco Oil Company, and the retail muffler shops of Tenneco Automotive. At the same time, a new holding company, Tenneco Inc., was organized to serve as the corporation’s principal financing vehicle.

Fine-tuning continued through the early 1990s under new leadership; in August 1991, Tenneco replaced James L. Ketelsen, who had lead the company for 13 years, with Michael H. Walsh. The new president, who soon became CEO as well, found a company in far worse shape than he had been led to believe. Earnings and cash flow were falling short of targets in nearly every division, and debt stood at 70 percent of capital— “unacceptable” results, as Walsh’s 1991 letter to shareholders candidly observed. By the end of the year, Walsh had instituted a $2 billion action plan that incorporated several retrenchment initiatives in the face of a lingering global recession. Walsh, dubbed a “tough boss for tough times” by Business Week, cut Tenneco’s dividend in half, eliminated 8,000 jobs, divested three short-line railroads and other non-core assets, issued $512 million in new equity, and reduced capital spending for the two-year period by $300 million.

Walsh instituted additional reorganizational measures in 1992, focusing on divestments and consolidation. Tenneco Minerals company was sold for $500 million, and Albright & Wilson’s pulp chemicals business was spun off to Sterling Chemicals. Although the latter sale brought $202 million to the corporation, it also eliminated 54 percent of Albright & Wilson’s annual profit. Tenneco’s plans for the ensuing three years included consolidation and “resizing” of production capacity, divestment of unprofitable product lines, and privatization of company-owned retail outlets. After just 18 months at Tenneco’s helm, Walsh had reversed potentially dangerous trends and instilled a “no excuses” policy in its corporate culture.

In January 1993, Walsh announced that he had been diagnosed with inoperable brain cancer. Walsh elected to stay on at Tenneco and see the conglomerate through the reorganization he had begun. He designated a new recruit, Dana G. Mead, head of the Case Corporation subsidiary, as his successor and began delegating more authority to Mead and the rest of Tenneco’s senior management. In February 1994, Walsh yielded Tenneco’s presidency and chief executive officership to Mead and accepted the post of chairman. By that time, Tenneco was a $13 billion conglomeration, having gone from two successive years of losses totaling over $2 billion to a 1993 net income of $426 million and having reduced its debt from 70 percent of capitalization to 49.3 percent. Mike Walsh died in May 1994.

Principal Subsidiaries:

Tenneco Gas; Case Corporation; Tenneco Automotive; Newport News Shipbuilding; Packaging Corporation of America; Albright & Wilson (England).

Tenneco Inc.

views updated May 23 2018

Tenneco Inc.

Tenneco Building
P.O. Box 2511
Houston, Texas 77002
U.S.A.
(713) 757-2131

Public Company
Incorporated: June 9,1947 as Tennessee Gas Transmission
Company
Employees: 97,000
Sales: $14.5 billion
Market Value: $7.185 billion
Stock Index: New York Toronto

Tenneco is one of the largest diversified companies in the world. Its main interests are in natural resource development, machine manufacturing, and chemical and agricultural products. Much of the company’s success is attributed to its first director, a native of Chicago named Henry Gardiner Symonds. Symonds was born in 1903, and acquired a degree in geology from Stanford in 1924 and an MBA (with distinction) from Harvard in 1927. He began his career in Chicago as a banker with what is today the Continental Illinois Bank and Trust Company. In 1930 he began work with a small investment firm and bank subsidiary called the Chicago Corporation. Symonds was very successful, and by 1932 had been promoted to vice president of the division. In 1938, near Corpus Christi, Texas, oil was discovered on land which the Chicago Corporation had purchased for natural gas deposits. Symonds was dispatched to Texas to manage the property, and later that year became a board member of the firm. The Chicago Corporation was unable fully to exploit the large reserves of natural gas it had developed in Texas because the war created shortages of pipeline materials essential for gas transmission. When a shortage of fuel for defense plants in West Virginia developed in 1943, the Chicago Corporation was able to obtain a Federal Power Commission license to operate a pipeline, in addition to a priority order for pipeline materials. Symonds was placed in charge of the construction of a 1265-mile pipeline which linked the gas fields of the Gulf states with factories in the eastern United States.

A company called the Tennessee Gas and Transmission Company, founded in 1940 and acquired by the Chicago Corporation in 1943, was placed in charge of the pipeline. The project was completed in October 1944, but the day after it went into operation the Federal Power Commission moved to regulate the pipeline and ordered the company to reduce its transmission rates. Symonds thought the Federal Power Commission had misled him into believing his company would be allowed to operate without regulation, and that the Commission’s actions were unfair to the Chicago Corporation, which organized the project. Symonds declared that he would never again become involved in projects which were subject to government regulation. The Chicago Corporation promptly divested itself of Tennessee Gas after the war, but Symonds remained with the company and was subsequently named its president.

Tennessee Gas continued to add pipelines to its network, planning 3840 additional miles in 1946. A long coal strike that year increased demand for oil- and gas-burning furnaces and other devices. This increase in demand prompted Tennessee Gas to apply for rights to build more gas lines, and for the first time to pump oil through the government-sponsored “big-inch” and “little inch” oil pipeline programs. On July 18 of the following year the company was re-incorporated in Delaware as the Tennessee Gas Transmission Company, but its headquarters remained in Houston.

Symonds used profits from the pipeline operations to establish a separate but complementary subsidiary business in oil and gas exploration. He also advocated the acquisition of existing oil companies during the 1950’s, including Sterling Oil, Del-Key Petroleum, and Bay Petroleum. The company also acquired a number of petrochemical companies during 1955, diversifying the product base and involving Tennessee Gas in industrial plastics.

Fifteen Oil, acquired in 1960, was one of several subsidiaries engaged in oil and gas exploration and production in places as diverse as Alaska, Canada, Latin America, and Africa. A subsidiary called the Tenneco Corporation was formed that year to coordinate the management of several company subsidiaries.

Also in 1960, the chairman of the Federal Power Commission, Jerome Kuykendall, and several other FPC officials were criticized for having met with the general counsel for Tennessee Gas. Symonds contended that the meeting had been widely misunderstood, and refuted allegations that they had privately discussed legally restricted matters.

In February 1961 a corporate restructuring occurred which placed the company’s non-utility subsidiaries, principally Tennessee Gas and Bay Petroleum, under the managerial authority of Tenneco. Acquisitions in the chemical industries continued through the 1960’s, and included the Heyden Newport Chemical Corporation, forming the core of what later became Tenneco Chemicals, Inc. in March 1965.

The Tenneco division added a new line of business in June 1965 when it purchased the Packaging Corporation of America, a manufacturer of paperboard and packaging materials, with over 400,000 acres of timberland resources. Between September 1950 and March 1966 Tennessee Gas had acquired 22 companies.

A second corporate restructuring took place in April 1966. Tenneco assumed control over all the assets of Tennessee Gas, which subsequently became a Tenneco subsidiary. Gardiner Symonds was promoted from president and chairman of the board (positions he had occupied since 1958) to chief executive officer and chief policy officer, in addition to being named chairman “for life”.

Tenneco’s most significant acquisition under Symonds came in August 1967, when it purchased the Kern County Land Company for approximately $430 million. Kern was established in California around 1850 by two lawyers from Kentucky named Lloyd Tevis and James Ben Ali Haggin. Their aim was to purchase land for resale to prospectors drawn to California in search of gold. The scheme failed, but the introduction of irrigation transformed the 2.5 million acres of arid wasteland into arable cropland. It was also discovered that some of the land held oil deposits which Kern lacked the expertise to develop. Tenneco, however, was perfectly suited to develop the sites, but had no immediate interest in Kern’s agricultural businesses. Still, those businesses were profitable and could easily be assimilated into Tenneco’s existing land management group. The acquisition also included Kern’s 53% interest in J.I. Case, a manufacturer of farm and construction machinery located in Wisconsin, and Walker Manufacturing, which produced automotive exhaust systems.

Tenneco was divided into geographical subsidiaries, including Tenneco West (formerly Kern), and Tenneco Virginia, which had grown out of the company’s gas transmission business. In September 1968 Tenneco Virginia purchased Newport News Shipbuilding & Drydock Company for about $140 million. Newport News was engaged in the construction of nuclear-powered submarines and aircraft carriers, as well as merchant and commercial ships. The company also repaired and reconditioned ships, and refueled nuclear vessels. It was the nation’s largest privately owned shipyard, and it was in serious financial trouble.

Gardiner Symonds died of a heart ailment on June 2, 1971 while still chairman of Tenneco. His method of expansion through diversification was based on three rules: seeing that the company he wished to acquire would benefit from Tenneco management; choosing companies whose operations would complement those of Tenneco; and enforcing standards which kept each division “big enough to stand on its own two feet.” Under Symonds’s successor, James Lee Ketelson, Tenneco continued to operate on these precepts, but the number and size of subsequent acquisitions were noticeably reduced.

The application of Tenneco management methods to Newport News transformed the shipbuilding division into a successful venture by 1971. Over a period of several years, Tenneco invested nearly $100 million in Newport News. By 1973 the division had accumulated an order backlog of one billion dollars. As a result of increased demand for imported petroleum products, Newport News engaged in the construction of large ships capable of carrying crude oil and liquified natural gas.

From the time that Tenneco purchased Newport News until 1976, it acquired an additional 13 companies, including Albright & Wilson Ltd., a British chemical company, and consolidated its ownership of J.I. Case. The automotive parts division of Tenneco experienced strong growth during the 1970’s through the acquisition of AB Starlawerken of Sweden in 1974, Monroe Auto Equipment, best known for their line of shock absorbers, in 1977, and Lydex, a Danish company in 1978. Tenneco started to purchase insurance companies in 1978, including Philadephia Life and Southwestern Life Insurance.

In the course of restructuring Newport News Shipbuilding, Tenneco encountered severe disagreements with organized labor and the Occupational Health and Safety Administration (OSHA). Eventually, after a three month strike, all 16,500 employees of Newport News gained representation by the United Steelworkers. OSHA levied a fine of $786,190 on Newport News, citing 617 cases of deficient medical care, unsafe working conditions, and excessive noise. It was the largest fine OSHA had ever imposed on any company.

Wall Street analysts had consistently advised Tenneco to sell Newport News, warning that the division would require costly modernization and reorganization. Despite its problems, however, Tenneco officials recognized the potential of Newport News, particularly after Navy Secretary John Lehman declared his intention to establish 600-ship navy in 1981.

Newport News abandoned commercial shipbuilding in favor of government defense contracts. Much of its initial work in this area centered on the Los Angeles-class attack submarine, which it designed and has consistently delivered at a profit. Newport News is also the world’s only manufacturer of nuclear-powered aircraft carriers, including the Carl Vinson and Theodore Roosevelt, launched in 1982 and 1986, respectively. Newport News has also planned to construct servicing berths for the larger Trident submarines, currently built exclusively by the Electric Boat division of General Dynamics.

During the early 1980’s Tenneco sold its petrochemical and polyvinyl chloride production facilities to Occidental Petroleum. The company dealt with low gas prices and the adverse trends in the gas industry through the formation in 1984 of a new subsidiary called Tenngasco, which was responsible for sales of spot market gas in unregulated intrastate markets. Also in 1984 the Tenneco Packaging Corporation of America acquired Ecko Housewares and Ecko Products from the American Home Products Corporation.

As a result of a severe crisis in the American farming industry throughout the early 1980’s, International Harvester was forced to restructure its operations (and subsequently change its name to Navistar). This included the sale of its farm machinery line, which Tenneco purchased in 1985 for $430 million. This division was combined with Case, which was also losing money, and which Tenneco had attempted to sell. Tenneco officials, however, believed that Case could benefit from Harvester’s broader product line and stronger dealer network. The new combined group would have a 35% market share for large tractors, a figure second only to Deere & Company with 42%. As a result of restructuring efforts and the temporary closure of several tractor plants, the new Case division registered a modest profit by the end of the year.

Tenneco still derives over 75% of its operating profit from the exploration, processing, transportation, and marketing of oil and natural gas. James Ketelson, who was named chairman and chief executive officer in 1978, was instrumental in the company’s decision to convert its refinery at Chalamette, Louisiana to process lower grades of crude oil from Venezuela and Mexico. In response to the reduction in oil prices, Tenneco redirected capital expenditures from oil and gas exploration into finding ways to produce oil at lower prices.

The company also reached a preliminary accord in 1986 to sell its five insurance companies to I.C.H. Corporation for about $1.5 billion.

Tenneco survived a 1982 attempt by stockholders to separate and sell the company’s various divisions. Again in 1987, word surfaced that Tenneco might be targeted for a takeover because its debt is high, it is rich in assets, and it is “underperforming.” Tenneco has insisted on paying stock dividends rather than reducing its debt or, in some other way, reducing its exposure to corporate raiders. While another major restructuring does not appear imminent, Tenneco’s financial condition is highly susceptible to the fluctuations of a volatile energy market.

Principal Subsidiaries

Tenneco Corp.; Tenneco Oil Exploration & Production Co,; Tennessee Gas Transmission Co.; Tenngasco Corp.; Tenneco Oil Processing & Marketing Co.; Newport News Shipbuilding Co.; Tenneco Automotive Co.; J.I. Case Co.; Packaging Corp. of America; Tenneco West Co.; Albright & Wilson, Inc. (England); Tenneco Minerals Co.; Tenneco Europe (England).