þ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 76-0515284 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
500 North Field Drive
|
60045 | |
Lake Forest, IL
|
(Zip Code) | |
(Address of principal executive
offices)
|
Name of each Exchange
|
||
Title of each class
|
on which registered
|
|
7.45% Debentures due 2025;
|
New York Stock Exchange | |
8.125% Debentures due 2015;
|
New York Stock Exchange | |
9.20% Debentures due 2012;
|
New York Stock Exchange | |
Common Stock, par value $.01 per share
|
New York and Chicago Stock Exchanges |
Large accelerated filer ü Accelerated filer | Non-accelerated filer | Smaller reporting company |
Class of Common Equity and Number of Shares
|
||
held by Non-affiliates at June 30, 2008
|
Market Value held by Non-affiliates*
|
|
Common Stock, 45,001,634 shares
|
$608,600,599 |
Part of the Form 10-K
|
||
Document
|
into which incorporated
|
|
Portions of Tenneco Inc.s Definitive Proxy Statement
for the Annual Meeting of Stockholders to be held May 13, 2009 |
Part III |
| general economic, business and market conditions, including without limitation the severe financial difficulties facing a number of companies in the automotive industry as a result of the current global economic crisis and the potential impact thereof on labor unrest, supply chain disruptions, weakness in demand and the collectibility of any accounts receivable due to us from such companies; | |
| our ability to access the capital or credit markets and the costs of capital, including the recent global financial and liquidity crisis, changes in interest rates, market perceptions of the industries in which we operate or ratings of securities; | |
| the recent volatility in the credit markets, the losses which may be sustained by our lenders due to their lending and other financial relationships and the general instability of financial institutions due to a weakened economy; | |
| changes in consumer demand, prices and our ability to have our products included on top selling vehicles, such as the recent significant shift in consumer preferences from light trucks, which tend to be higher margin products for our customers and us, to other vehicles in light of higher fuel cost and the impact of the current global economic crisis, and other factors impacting the cyclicality of automotive production and sales of automobiles which include our products, and the potential negative impact on our revenues and margins from such products; | |
| changes in automotive manufacturers production rates and their actual and forecasted requirements for our products, such as the recent and significant production cuts by automotive manufacturers in response to difficult economic conditions; | |
| the overall highly competitive nature of the automotive parts industry, and our resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing for the applicable program over its life, and is subject to increases or decreases due to changes in customer requirements, customer and consumer preferences, and the number of vehicles actually produced by customers); | |
| 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; | |
| labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers other suppliers (such as the 2008 strike at American Axle, which disrupted our supply of products for significant General Motors platforms); | |
| increases in the costs of raw materials, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, low cost country sourcing, and price recovery efforts with aftermarket and OE customers; | |
| the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the longer product lives of automobile parts; |
i
| our continued success in cost reduction and cash management programs and our ability to execute restructuring and other cost reduction plans and to realize anticipated benefits from these plans; | |
| costs related to product warranties; | |
| the impact of consolidation among automotive parts suppliers and customers on our ability to compete; | |
| operating hazards associated with our business; | |
| changes in distribution channels or competitive conditions in the markets and countries where we operate, including the impact of changes in distribution channels for aftermarket products on our ability to increase or maintain aftermarket sales; | |
| the negative impact of higher fuel prices such as during the first half of 2008 and overall market weakness on discretionary purchases of aftermarket products by consumers; | |
| the cost and outcome of existing and any future legal proceedings; | |
| economic, exchange rate and political conditions in the foreign countries where we operate or sell our products; | |
| customer acceptance of new products; | |
| new technologies that reduce the demand for certain of our products or otherwise render them obsolete; | |
| our ability to realize our business strategy of improving operating performance; | |
| our inability to successfully integrate any acquisitions that we complete; | |
| changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies; | |
| potential legislation, regulatory changes and other governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; | |
| the impact of changes in and compliance with laws and regulations, including environmental laws and regulations, environmental liabilities in excess of the amount reserved and the adoption of the current mandated timelines for worldwide emission regulation; | |
| acts of war and/or terrorism, including, but not limited to, the events taking place in the Middle East, the current military action in Iraq and Afghanistan, the current situation in North Korea and the continuing war on terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate; and | |
| the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control. |
ii
iii
39
92
137
138
139
140
141
142
143
ITEM 1.
BUSINESS.
Eight of our nine directors are independent under the New York
Stock Exchange (NYSE) listing standards.
Independent directors are scheduled to meet separately in
executive session after every regularly scheduled Board of
Directors meeting.
We have a lead independent director, Mr. Paul T. Stecko.
All members meet the independence standards for audit committee
membership under the NYSE listing standards and applicable
Securities and Exchange Commission (SEC) rules.
Two members of the Audit Committee, Messrs. Charles Cramb
and Dennis Letham, have been designated by the Board as
audit committee financial experts, as defined in the
SEC rules, and the remaining members of the Audit Committee
satisfy the NYSEs financial literacy requirements.
The Audit Committee operates under a written charter which
governs its duties and responsibilities, including its sole
authority to appoint, review, evaluate and replace our
independent auditors.
The Audit Committee has adopted policies and procedures
governing the pre-approval of all audit, audit-related, tax and
other services provided by our independent auditors.
All members meet the independence standards for compensation and
nominating committee membership under the NYSE listing standards.
1
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The Compensation/Nominating/Governance Committee operates under
a written charter that governs its duties and responsibilities,
including the responsibility for executive compensation.
In December 2005, an Executive Compensation Subcommittee was
formed which has the responsibility to consider and approve
equity based compensation for our executive officers which is
intended to qualify as performance based
compensation under Section 162(m) of the Internal
Revenue Code.
We have adopted Corporate Governance Principles, including
qualification and independence standards for directors.
We have adopted Stock Ownership Guidelines to align the
interests of our executives with the interests of stockholders
and promote our commitment to sound corporate governance.
The Stock Ownership Guidelines apply to the independent
directors, the Chairman and Chief Executive Officer, all
Executive Vice Presidents and all Senior Vice Presidents.
The Audit Committee has established a process for confidential
and anonymous submission by our employees, as well as
submissions by other interested parties, regarding questionable
accounting or auditing matters.
Additionally, the Board of Directors has established a process
for stockholders to communicate with the Board of Directors, as
a whole, or any independent director.
We have adopted a Code of Ethical Conduct for Financial
Managers, which applies to our Chief Executive Officer,
Chief Financial Officer, Controller and other key financial
managers. This code is filed as Exhibit 14 to this report.
We also operate under a Statement of Business Principles that
applies to all directors, officers and employees and includes
provisions ranging from restrictions on gifts to conflicts of
interests. All salaried employees are required to affirm
annually in writing their acceptance of, and compliance with,
these principles.
We have adopted a Policy and Procedure for Transactions With
Related Persons, under which our Audit Committee must generally
pre-approve transactions involving more than $120,000 with our
directors, executive officers, five percent or greater
stockholders and their immediate family members.
We have adopted a written policy to be followed for all
issuances by our company of compensatory awards in the form of
our common stock or any derivative of the common stock.
We comply with and operate in a manner consistent with the
legislation outlawing extensions of credit in the form of a
personal loan to or for our directors or executive officers.
2
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3
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2008
2007
2006
(Dollar Amounts in Millions)
$
2,641
45
%
$
2,910
47
%
$
1,963
42
%
2,983
50
3,135
51
2,387
51
543
9
560
9
436
9
(251
)
(4
)
(421
)
(7
)
(104
)
(2
)
$
5,916
100
%
$
6,184
100
%
$
4,682
100
%
2008
2007
2006
(Dollar Amounts in Millions)
$
(107
)
NM
$
120
48
%
$
103
53
%
85
NM
99
39
81
41
19
NM
33
13
12
6
$
(3
)
$
252
100
%
$
196
100
%
2008
2007
2006
(Dollar Amounts in Millions)
$
108
49
%
$
106
54
%
$
100
59
%
89
40
74
37
51
30
24
11
18
9
19
11
$
221
100
%
$
198
100
%
$
170
100
%
2008
2007
2006
(Millions)
$
113
$
164
$
136
289
83
5
10
10
6
4
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5
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6
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7
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Modules are groups of component parts arranged in
close physical proximity to each other within a vehicle. Modules
are often assembled by the supplier and shipped to the OEM for
installation in a vehicle as a unit. Integrated shock and spring
units, seats, instrument panels, axles and door panels are
examples.
Systems are groups of component parts located
throughout a vehicle which operate together to provide a
specific vehicle functionality. Emission control systems,
anti-lock braking systems, safety restraint systems, roll
control systems and powertrain systems are examples.
Growing Importance of Emerging
Markets:
Because the North American and Western
European automotive markets are relatively mature, OEMs are
increasingly focusing on emerging markets for growth
opportunities, particularly the so-called BRIC economies of
Brazil, Russia, India, and China, and Eastern Europe. This
increased OE focus has, in turn, increased the growth
opportunities in the aftermarkets in these regions.
Governmental Tariffs and Local Parts
Requirements:
Many governments around the world
require vehicles sold within their country to contain specified
percentages of locally produced parts. Additionally, some
governments place high tariffs on imported parts.
Location of Production Closer to End
Markets:
OEMs and parts suppliers have relocated
production globally on an onsite basis that is
closer to end markets. This international expansion allows
suppliers to pursue sales in developing markets and take
advantage of relatively lower labor costs.
8
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Net Sales
Year Ended December 31,
2008
2007
2006
(Millions)
$
358
$
370
$
384
2,128
2,288
1,665
1,492
1,673
927
3,620
3,961
2,592
3,978
4,331
2,976
761
734
690
1,177
1,119
1,016
1,938
1,853
1,706
$
5,916
$
6,184
$
4,682
(1)
See Managements Discussion and Analysis of Financial
Condition and Results of Operations included in
Item 7 for a discussion of substrate sales.
9
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North America
Europe
Asia
AM General
CAMI Automotive
Caterpillar
Chrysler
Club Car
Daimler AG
E-Z
Go Golf
Car
Ford Motor
General Motors
Harley-Davidson
Honda Motor
John Deere
Navistar International
Nissan Motor
Paccar
Toyota Motor
Volkswagen Group
Volvo Truck
Australia
Club Car
Fiat
Ford Motor
General Motors
Mazda Motor
Mitsubishi Motors
Toyota Motor
BMW
Daimler AG
Fiat
Ford Motor
General Motors
Harley-Davidson
Mazda Motor
Nissan Motor
Paccar
Porsche
PSA Peugeot Citroen
Renault
Scania
Suzuki
Tata Motors
Toyota Motor
Volkswagen Group
Volvo Truck
South America
Daimler AG
Fiat
Ford Motor
General Motors
Navistar (ITEC)
PSA Peugeot Citroen
Renault
Scania
Toyota Motor
Volkswagen Group
BMW
Brilliance JinBei Automobile
Changan Automobile
Chrysler LLC
First Auto Works
Ford Motor
General Motors
Great Wall Motor Co.
Isuzu Motors
Jiangling Motors
Mazda Motor
Mitsubishi
Nissan Motor
PSA Peugeot Citroen
SAIC Motor Corp.
Toyota Motor
Volkswagen Group
India
Club Car
E-Z Go Golf Car
Ford Motor
General Motors
Mahindra & Mahindra
Suzuki
Tata Motors
TVS Motors
10
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2008
2007
2006
20
%
20
%
14
%
11
%
13
%
10
%
8
%
9
%
10
%
11
%
(1)
In 2007, DaimlerChrysler sold approximately 80 percent of its
interest in its U.S. unit, Chrysler Group, to Cerberus Capital
Management L.P. Daimler AG accounted for approximately
7 percent and 8 percent of our 2008 and 2007 net
sales, respectively. The Chrysler Group accounted for
approximately 2 percent of our net sales in both 2008 and
2007.
11
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Catalytic converters and diesel oxidation catalysts
Devices consisting of a substrate coated with precious metals
enclosed in a steel casing used to reduce harmful gaseous
emissions, such as carbon monoxide;
Diesel Particulate Filters (DPFs) Devices to
eliminate particulate matter emitted from diesel engines;
Burner systems Devices which actively combust fuel
and air inside the exhaust system to create extra heat for DPF
regeneration, or for improved efficiency of SCR systems;
Hydrocarbon vaporizers and injectors Devices to add
fuel to a diesel exhaust system in order to regenerate diesel
particulate filters or Lean NOx traps;
Lean NOx traps Devices which reduce Nitrogen Oxide
(NOx) emissions from diesel powertrains using capture and store
technology;
Selective Catalytic Reduction (SCR) systems Devices
which reduce NOx emissions from diesel powertrains using
injected reductants such as
AdBLue
tm
or Diesel Exhaust Fuel (DEF);
Mufflers and resonators Devices to provide noise
elimination and acoustic tuning;
Exhaust manifolds Components that collect gases from
individual cylinders of a vehicles engine and direct them
into a single exhaust pipe;
Pipes Utilized to connect various parts of both the
hot and cold ends of an exhaust system;
Hydroformed assemblies Forms in various geometric
shapes, such as Y-pipes or T-pipes, which provide optimization
in both design and installation as compared to conventional
pipes; and
Hangers and isolators Used for system installation
and noise and vibration elimination.
12
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Percentage of Net Sales
Year Ended December 31,
2008
2007
2006
12
%
10
%
19
%
88
90
81
100
%
100
%
100
%
8
%
8
%
10
%
92
92
90
100
%
100
%
100
%
32
%
34
%
29
%
68
66
71
100
%
100
%
100
%
Shock absorbers A broad range of mechanical shock
absorbers and related components for light- and heavy-duty
vehicles. We supply both twin-tube and monotube shock absorbers
to vehicle manufacturers and the aftermarket;
Struts A complete line of struts and strut
assemblies for light vehicles;
Vibration control components
(Clevite
®
Elastomers) Generally rubber-to-metal bushings and
mountings to reduce vibration between metal parts of a vehicle.
Our offerings include a broad range of suspension arms, rods and
links for light- and heavy-duty vehicles;
Kinetic
®
Suspension Technology A suite of roll control, near
equal wheel loading systems ranging from simple mechanical
systems to complex hydraulic systems featuring proprietary and
patented technology. The
Kinetic
®
Suspension Technology was incorporated on the Citroen World
Rally Car that was featured in the World Rally Championship
2003, 2004 and 2005. Additionally, the
Kinetic
®
Suspension Technology was incorporated on the Lexus GX 470 sport
utility vehicle which resulted in our winning the PACE Award;
13
Table of Contents
Advanced suspension systems Electronically
adjustable shock absorbers and suspension systems that change
performance based on vehicle inputs such as steering and
braking; and
Other We also offer other ride control products such
as load assist products, springs, steering stabilizers,
adjustable suspension systems, suspension kits and modular
assemblies.
Percentage of Net Sales
Year Ended
December 31,
2008
2007
2006
53
%
58
%
53
%
47
42
47
100
%
100
%
100
%
32
%
31
%
33
%
68
69
67
100
%
100
%
100
%
34
%
32
%
38
%
66
68
62
100
%
100
%
100
%
14
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15
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Adaptive damping systems adapt to the vehicles
motion to better control undesirable vehicle motions;
Electronically adjustable suspensions change
suspension performance based on a variety of inputs such as
steering, braking, vehicle height, and velocity; and
Air leveling systems manually or automatically
adjust the height of the vehicle.
16
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Permanently eliminating 1,100 jobs worldwide, which is in
addition to 1,150 jobs previously eliminated in 2008;
Closing three North American manufacturing plants and an
engineering facility in Australia;
Suspending matching contributions to employee 401
(k) programs; and
Cutting spending on information technology, sales and marketing
programs.
17
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18
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19
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20
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21
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ITEM 1A.
RISK
FACTORS.
22
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23
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limiting our ability to borrow money or sell stock for our
working capital, capital expenditures, debt service requirements
or other general corporate purposes;
limiting our flexibility in planning for, or reacting to,
changes in our operations, our business or the industry in which
we compete;
our leverage may place us at a competitive disadvantage by
limiting our ability to invest in the business or in further
research and development;
making us more vulnerable to downturns in our business or the
economy; and
there would be a material adverse effect on our business and
financial condition if we were unable to service our
indebtedness or obtain additional financing, as needed.
24
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25
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26
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27
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28
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exposure to local economic conditions;
exposure to local political conditions, including the risk of
seizure of assets by a foreign government;
exposure to local social unrest, including any resultant acts of
war, terrorism or similar events;
exposure to local public health issues and the resultant impact
on economic and political conditions;
currency exchange rate fluctuations;
hyperinflation in certain foreign countries;
controls on the repatriation of cash, including imposition or
increase of withholding and other taxes on remittances and other
payments by foreign subsidiaries; and
export and import restrictions.
29
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30
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ITEM 1B.
UNRESOLVED
STAFF COMMENTS.
ITEM 2.
PROPERTIES.
ITEM 3.
LEGAL
PROCEEDINGS.
31
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32
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ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 4.1.
EXECUTIVE
OFFICERS OF THE REGISTRANT.
Name (and Age at
Offices Held
Chairman and Chief Executive Officer
Executive Vice President and President International
Executive Vice President and Chief Financial Officer
Executive Vice President, North America
Senior Vice President and General Manager North
American Original Equipment Emission Control
Senior Vice President and Chief Technology Officer
Senior Vice President Global Administration
Senior Vice President, General Counsel and Corporate Secretary
Vice President, Global Supply Chain Management and Manufacturing
Vice President and Controller
33
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34
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ITEM 5.
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Sales Prices
High
Low
$
29.41
$
20.18
30.41
13.52
16.92
9.58
10.63
1.31
$
27.34
$
23.04
35.81
25.49
37.73
28.11
33.46
24.16
35
Table of Contents
Total Number of
Average Price
Shares Purchased
Paid
1,506
$
3.18
983
2.91
2,489
$
3.07
36
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*
$100 invested on 12/31/03 in stock or index, including
reinvestment of dividends.
Fiscal year ending December 31.
12/31/03
12/31/04
12/31/05
12/31/06
12/31/07
12/31/08
100.00
257.70
293.12
369.51
389.69
44.10
100.00
110.88
116.33
134.70
142.10
89.53
100.00
110.56
108.17
125.10
164.30
69.61
37
Table of Contents
ITEM 6.
SELECTED
FINANCIAL DATA.
SELECTED CONSOLIDATED FINANCIAL DATA
Year Ended December 31,
2008
2007
2006
2005
2004(a)(b)
(Millions Except Share and Per Share Amounts)
$
2,641
$
2,910
$
1,963
$
2,033
$
1,966
2,983
3,135
2,387
2,110
1,940
543
560
436
371
380
(251
)
(421
)
(104
)
(74
)
(73
)
$
5,916
$
6,184
$
4,682
$
4,440
$
4,213
$
(107
)
$
120
$
103
$
148
$
131
85
99
81
53
19
19
33
12
16
20
(3
)
252
196
217
170
113
164
136
133
178
289
83
5
26
(21
)
10
10
6
2
4
$
(415
)
$
(5
)
$
49
$
56
$
9
46,406,095
45,809,730
44,625,220
43,088,558
41,534,810
46,406,095
45,809,730
46,755,573
45,321,225
44,180,460
$
(8.95
)
$
(0.11
)
$
1.11
$
1.30
$
0.22
$
(8.95
)
$
(0.11
)
$
1.05
$
1.24
$
0.21
Years Ended December 31,
2008
2007
2006
2005
2004(a)(b)
(Millions Except Ratio and Percent Amounts)
$
2,828
$
3,590
$
3,274
$
2,945
$
3,134
49
46
28
22
19
1,402
1,328
1,357
1,361
1,402
31
31
28
24
24
(251
)
400
226
137
170
$
160
$
158
$
203
$
123
$
218
(261
)
(202
)
(172
)
(164
)
(131
)
58
(10
)
12
(28
)
(15
)
(233
)
(177
)
(177
)
(140
)
(132
)
38
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Years Ended December 31,
2008
2007
2006
2005
2004(a)(b)
(Millions Except Ratio and Percent Amounts)
$
219
$
457
$
380
$
394
$
347
1.94
2.79
2.79
2.96
1.95
6.63
3.01
3.64
3.51
4.10
1.46
1.35
1.55
(a)
Prior to the first quarter of 2005,
inventories in the U.S. based operations (17 percent of our
total consolidated inventories at December 31,
2004) were valued using the
last-in,
first-out (LIFO) method and all other inventories
were valued using the
first-in,
first-out (FIFO) or average cost methods at the
lower of cost or market value. Effective January 1, 2005,
we changed our accounting method for valuing inventory for our
U.S. based operations from the LIFO method to the FIFO method.
As a result, all U.S. inventories are now stated at the lower of
cost, determined on a FIFO basis, or market. We elected to
change to the FIFO method as we believe it is preferable for the
following reasons: 1) the change provides better matching
of revenue and expenditures and 2) the change achieves
greater consistency in valuing our global inventory.
Additionally, we initially adopted LIFO as it provided certain
U.S. tax benefits which we no longer realize due to our U.S. net
operating losses (when applied for tax purposes, tax laws
require that LIFO be applied for accounting principles generally
accepted in the United States of America (GAAP) as
well). In accordance with GAAP, the change in inventory
accounting has been applied by restating prior years
consolidated financial statements.
(b)
In October 2004 and July 2005, we
announced a change in the structure of our organization which
changed the components of our reportable segments. The European
segment now includes our South American and Indian operations.
While this has no impact on our consolidated results, it changes
our segment results.
(c)
EBITDA including minority interest
is a non-GAAP measure defined as net income before extraordinary
items, cumulative effect of changes in accounting principle,
interest expense, income taxes, depreciation and amortization
and minority interest. We use EBITDA including minority
interest, together with GAAP measures, to evaluate and compare
our operating performance on a consistent basis between time
periods and with other companies that compete in our markets but
which may have different capital structures and tax positions,
which can have an impact on the comparability of interest
expense, minority interest and tax expense. We also believe that
using this measure allows us to understand and compare operating
performance both with and without depreciation expense, which
can vary based on several factors. We believe EBITDA including
minority interest is useful to our investors and other parties
for these same reasons.
EBITDA including minority interest
should not be used as a substitute for net income or for net
cash provided by operating activities prepared in accordance
with GAAP. It should also be noted that EBITDA including
minority interest may not be comparable to similarly titled
measures used by other companies and, furthermore, that it
excludes expenditures for debt financing, taxes and future
capital requirements that are essential to our ongoing business
operations. For these reasons, EBITDA including minority
interest is of value to management and investors only as a
supplement to, and not in lieu of, GAAP results. EBITDA
including minority interest is derived from the statements of
income (loss) as follows:
Year Ended December 31,
2008
2007
2006
2005
2004(a)
(Millions)
$
(415
)
$
(5
)
$
49
$
56
$
9
10
10
6
2
4
289
83
5
26
(21
)
113
164
136
133
178
222
205
184
177
177
$
219
$
457
$
380
$
394
$
347
(d)
For purposes of computing this
ratio, earnings generally consist of income before income taxes
and fixed charges excluding capitalized interest. Fixed charges
consist of interest expense, the portion of rental expense
considered representative of the interest factor and capitalized
interest. Earnings were insufficient to cover fixed charges by
$121 million for the year ended December 31, 2008 and
by $9 million for the year ended December 31, 2004.
See Exhibit 12 to this
Form 10-K
for the calculation of this ratio.
Table of Contents
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
40
Table of Contents
41
Table of Contents
Year Ended December 31, 2008
Revenues
Substrate
Excluding
Revenues
Sales
Currency and
Currency
Excluding
Excluding
Substrate
Revenues
Impact
Currency
Currency
Sales
(Millions)
$
493
$
(5
)
$
498
$
$
498
1,591
(2
)
1,593
773
820
2,084
(7
)
2,091
773
1,318
390
390
390
156
156
156
546
546
546
2,630
(7
)
2,637
773
1,864
479
27
452
452
1,487
54
1,433
498
935
1,966
81
1,885
498
1,387
213
10
203
203
190
7
183
183
403
17
386
386
389
17
372
52
320
2,758
115
2,643
550
2,093
342
29
313
101
212
186
6
180
15
165
528
35
493
116
377
$
5,916
$
143
$
5,773
$
1,439
$
4,334
42
Table of Contents
Year Ended December 31, 2007
Revenues
Substrate
Excluding
Revenues
Sales
Currency and
Currency
Excluding
Excluding
Substrate
Revenues
Impact
Currency
Currency
Sales
(Millions)
$
514
$
$
514
$
$
514
1,850
1,850
924
926
2,364
2,364
924
1,440
385
385
385
152
152
152
537
537
537
2,901
2,901
924
1,977
427
427
427
1,569
1,569
556
1,013
1,996
1,996
556
1,440
201
201
201
207
207
207
408
408
408
333
333
41
292
2,737
2,737
597
2,140
352
352
125
227
194
194
27
167
546
546
152
394
$
6,184
$
$
6,184
$
1,673
$
4,511
43
Table of Contents
Year Ended December 31, 2007
Revenues
Substrate
Excluding
Revenues
Sales
Currency and
Currency
Excluding
Excluding
Substrate
Revenues
Impact
Currency
Currency
Sales
(Millions)
$
514
$
$
514
$
$
514
1,850
5
1,845
924
921
2,364
5
2,359
924
1,435
385
385
385
152
152
152
537
537
537
2,901
5
2,896
924
1,972
427
37
390
390
1,569
120
1,449
511
938
1,996
157
1,839
511
1,328
201
15
186
186
207
16
191
191
408
31
377
377
333
24
309
39
270
2,737
212
2,525
550
1,975
352
15
337
123
214
194
23
171
25
146
546
38
508
148
360
$
6,184
$
255
$
5,929
$
1,622
$
4,307
44
Table of Contents
Year Ended December 31, 2006
Revenues
Substrate
Excluding
Revenues
Sales
Currency and
Currency
Excluding
Excluding
Substrate
Revenues
Impact
Currency
Currency
Sales
(Millions)
$
483
$
$
483
$
$
483
928
928
272
656
1,411
1,411
272
1,139
383
383
383
162
162
162
545
545
545
1,956
1,956
272
1,684
380
380
380
1,264
1,264
519
745
1,644
1,644
519
1,125
178
178
178
211
211
211
389
389
389
272
272
32
240
2,305
2,305
551
1,754
246
246
85
161
175
175
19
156
421
421
104
317
$
4,682
$
$
4,682
$
927
$
3,755
45
Table of Contents
Year Ended
December 31,
2008
2007
Change
(Millions)
$
(107
)
$
120
$
(227
)
85
99
(14
)
19
33
(14
)
$
(3
)
$
252
$
(255
)
46
Table of Contents
Year Ended
December 31,
2008
2007
(Millions)
$
16
$
3
7
5
114
22
22
2
(1)
Represents costs associated with changing new aftermarket
customers from their prior suppliers to an inventory of our
products. Although our aftermarket business regularly incurs
changeover costs, we specifically identify in the table above
those changeover costs that, based on the size or number of
customers involved, we believe are of an unusual nature for the
period in which they were incurred.
(2)
Non-cash asset impairment charge related to goodwill for
Tennecos 1996 acquisition of Clevite Industries.
47
Table of Contents
Year Ended
December 31,
2007
2006
Change
(Millions)
$
120
$
103
$
17
99
81
18
33
12
21
$
252
$
196
$
56
Year Ended
December 31,
2007
2006
(Millions)
$
3
$
13
5
6
(7
)
3
22
8
6
(1)
Represents costs associated with changing new aftermarket
customers from their prior suppliers to an inventory of our
products. Although our aftermarket business regularly incurs
changeover costs, we specifically identify in the table above
those changeover costs that, based on the size or number of
customers involved, we believe are of an unusual nature for the
period in which they were incurred.
(2)
In August 2006, we announced that we were freezing future
accruals under our U.S. defined benefit pension plans for
substantially all our U.S. salaried and non-union hourly
employees effective December 31, 2006. In lieu of those
benefits, we are offering additional benefits under our defined
contribution plan.
48
Table of Contents
Year Ended December 31,
2008
2007
2006
(4
)%
4
%
5
%
3
%
4
%
4
%
4
%
6
%
3
%
4
%
4
%
49
Table of Contents
50
Table of Contents
51
Table of Contents
Year Ended
December 31,
2008
2007
(Millions)
$
160
$
158
(261
)
(202
)
58
(10
)
52
Table of Contents
Year Ended
December 31,
2007
2006
(Millions)
$
158
$
203
(202
)
(172
)
(10
)
12
53
Table of Contents
54
Table of Contents
Year Ended
December 31,
2008
2007
% Change
(Millions)
$
49
$
46
7
%
1,402
1,328
6
1,451
1,374
6
31
31
(251
)
400
NM
$
1,231
$
1,805
(32
)%
55
Table of Contents
56
Table of Contents
57
Table of Contents
For the Period
1/01/2006
4/3/2006
3/16/2007
12/23/2008
thru
thru
thru
thru
Beginning
4/2/2006
3/15/2007
12/22/2008
2/22/2009
2/23/2009
2.75
%
2.75
%
1.50
%
3.00
%
5.50
%
2.25
%
2.00
%
N/A
N/A
N/A
N/A
N/A
1.50
%
3.00
%
5.50
%
2.25
%
2.00
%
1.50
%
3.00
%
5.50
%
1.75
%
1.75
%
0.50
%
2.00
%
4.50
%
2.125
%
2.125
%
1.00
%
2.50
%
5.00
%
0.375
%
0.375
%
0.35
%
0.50
%
0.75
%
Quarter Ended
March 31,
June 30,
September 30,
December 31,
2008
2008
2008
2008
Req.
Act.
Req.
Act.
Req.
Act.
Req.
Act.
4.00
2.79
4.00
2.92
4.00
3.27
4.25
3.66
2.10
4.06
2.10
4.22
2.10
4.08
2.10
3.64
Interest
Leverage
Coverage
Ratio
Ratio
5.50
2.25
7.35
1.85
7.90
1.55
6.60
1.60
5.50
2.00
5.00
2.25
4.75
2.30
4.50
2.35
4.00
2.55
3.75
2.55
3.50
2.55
3.50
2.55
3.50
2.75
58
Table of Contents
Aggregate Senior and
Subordinated Notes
Subordinate Note
Maximum Amount
Maximum Amount
$
0 million
$
10 million
$
100 million
$
300 million
$
125 million
$
375 million
Aggregate Senior and
Subordinate Note
Maximum Amount
$
10 million
$
300 million
$
375 million
59
Table of Contents
60
Table of Contents
Payments due in:
Beyond
2009
2010
2011
2012
2013
2013
Total
(Millions)
$
$
$
$
109
$
$
130
$
239
17
50
66
17
150
1
245
246
500
500
250
250
4
4
8
1
1
1
1
1
4
9
44
44
66
55
67
128
246
884
1,446
16
13
11
6
4
14
64
105
105
105
97
75
78
565
55
55
$
242
$
173
$
183
$
231
$
325
$
976
$
2,130
61
Table of Contents
62
Table of Contents
Future reversals of existing taxable temporary differences;
Taxable income or loss, based on recent results, exclusive of
reversing temporary differences and carryforwards; and,
Tax-planning strategies.
63
Table of Contents
64
Table of Contents
65
Table of Contents
December 31, 2008
Notional Amount
Weighted Average
Fair Value in
in Foreign Currency
Settlement Rates
U.S. Dollars
(Millions Except Settlement Rates)
Purchase
32
.711
$
23
Sell
(7
)
.711
(5
)
Purchase
14
1.459
20
Sell
(12
)
1.459
(17
)
Purchase
Sell
(9
)
1.400
(13
)
Purchase
285
0.106
30
Sell
(45
)
0.106
(5
)
Purchase
9
1.002
9
Sell
(46
)
1.002
(46
)
Purchase
577
0.011
7
Sell
(1
)
0.822
(1
)
$
2
66
Table of Contents
67
Table of Contents
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
68
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
AND CONSOLIDATED SUBSIDIARIES
Page
70
71
73
74
75
76
77
78
131
69
Table of Contents
70
Table of Contents
71
Table of Contents
72
Table of Contents
Year Ended December 31,
2008
2007
2006
(Millions Except Share and Per Share Amounts)
$
5,916
$
6,184
$
4,682
5,063
5,210
3,836
114
127
114
88
392
399
373
222
205
184
5,918
5,928
4,481
(10
)
(10
)
(9
)
9
6
4
(1
)
(4
)
(5
)
(3
)
252
196
113
164
136
289
83
5
10
10
6
$
(415
)
$
(5
)
$
49
46,406,095
45,809,730
44,625,220
46,406,095
45,809,730
46,755,573
$
(8.95
)
$
(0.11
)
$
1.11
$
(8.95
)
$
(0.11
)
$
1.05
part of these statements of income (loss).
73
Table of Contents
December 31,
2008
2007
(Millions)
$
126
$
188
529
732
45
25
513
539
18
36
107
121
1,338
1,641
11
19
95
208
26
26
88
370
125
141
345
764
2,960
2,978
(1,815
)
(1,793
)
1,145
1,185
$
2,828
$
3,590
$
49
$
46
790
987
30
41
22
22
201
213
65
49
1,157
1,358
1,402
1,328
51
114
377
288
61
71
31
31
2,809
2,800
(318
)
(73
)
(2,502
)
(2,087
)
(11
)
640
240
240
(251
)
400
$
2,828
$
3,590
part of these balance sheets.
74
Table of Contents
Year Ended December 31,
2008
2007
2006
(Millions)
$
(415
)
$
(5
)
$
49
222
205
184
114
204
25
(41
)
10
9
7
10
8
3
126
(116
)
(24
)
19
(66
)
(57
)
1
15
(25
)
(181
)
100
91
4
(25
)
15
(10
)
2
19
5
16
6
3
19
(13
)
(11
)
11
6
2
160
158
203
3
10
17
(233
)
(177
)
(177
)
(15
)
(19
)
(13
)
(16
)
(16
)
1
(261
)
(202
)
(172
)
2
8
17
1
400
(2
)
(11
)
(1
)
7
(6
)
(591
)
(4
)
77
183
3
(13
)
(6
)
(4
)
58
(10
)
12
(19
)
40
18
(62
)
(14
)
61
188
202
141
$
126
$
188
$
202
$
117
$
177
$
137
62
60
26
$
28
$
40
$
18
10
Note:
Cash and cash equivalents include highly liquid investments with
a maturity of three months or less at the date of purchase.
part of these statements of cash flows.
75
Table of Contents
Year Ended December 31,
2008
2007
2006
Shares
Amount
Shares
Amount
Shares
Amount
(Millions Except Share Amounts)
47,892,532
$
47,085,274
$
45,544,668
$
238,982
209,558
(104,240
)
182,976
597,700
1,644,846
48,314,490
47,892,532
47,085,274
2,800
2,790
2,776
9
10
14
2,809
2,800
2,790
(73
)
(252
)
(281
)
(59
)
14
(245
)
165
88
(318
)
(73
)
(252
)
(2,087
)
(2,072
)
(2,118
)
(415
)
(5
)
49
(8
)
(2
)
(3
)
(2,502
)
(2,087
)
(2,072
)
1,294,692
240
1,294,692
240
1,294,692
240
$
(251
)
$
400
$
226
part of these statements of changes in shareholders equity.
76
Table of Contents
Year Ended December 31,
2008
2007
2006
Accumulated
Accumulated
Accumulated
Other
Other
Other
Comprehensive
Comprehensive
Comprehensive
Comprehensive
Comprehensive
Comprehensive
Income
Income
Income
Income
Income
Income
(Loss)
(Loss)
(Loss)
(Loss)
(Loss)
(Loss)
(Millions)
$
(415
)
$
(5
)
$
49
$
85
$
(53
)
$
(149
)
(127
)
(127
)
138
138
96
96
(42
)
85
(53
)
(158
)
(199
)
(132
)
(118
)
(118
)
27
27
(5
)
(5
)
14
(3
)
(3
)
(276
)
(158
)
(140
)
(59
)
$
(318
)
$
(73
)
$
(252
)
(245
)
165
88
$
(660
)
$
160
$
137
part of these statements of comprehensive income (loss).
77
Table of Contents
1.
Summary
of Accounting Policies
78
Table of Contents
2008
2007
(Millions)
$
211
$
212
143
175
114
111
45
41
$
513
$
539
79
Table of Contents
Europe,
North
South America
Asia
America
and India
Pacific
Total
(Millions)
$
138
$
60
$
10
$
208
10
10
(114
)
(114
)
(7
)
(2
)
(9
)
$
24
$
63
$
8
$
95
December 31, 2008
December 31, 2007
Gross Carrying
Accumulated
Gross Carrying
Accumulated
Value
Amortization
Value
Amortization
(Millions)
(Millions)
$
8
$
(2
)
$
8
$
(1
)
3
(3
)
3
(2
)
23
(3
)
20
(2
)
$
34
$
(8
)
$
31
$
(5
)
2008
2007
(Millions)
$
490
$
496
2,282
2,288
188
194
$
2,960
$
2,978
80
Table of Contents
Future reversals of existing taxable temporary differences;
Taxable income or loss, based on recent results, exclusive of
reversing temporary differences and carryforwards; and,
Tax-planning strategies.
81
Table of Contents
82
Table of Contents
83
Table of Contents
84
Table of Contents
85
Table of Contents
86
Table of Contents
87
Table of Contents
2.
Fair
Value
Level 2
Inputs, other than quoted prices in active markets, that are
observable either directly or indirectly.
Level 1
Level 2
Level 3
(Millions)
n/a
$
2
n/a
88
Table of Contents
3.
Earnings
(Loss) Per Share
Year Ended December 31,
2008
2007
2006
(Millions Except Share and Per Share Amounts)
$
(415
)
$
(5
)
$
49
46,406,095
45,809,730
44,625,220
$
(8.95
)
$
(0.11
)
$
1.11
$
(415
)
$
(5
)
$
49
46,406,095
45,809,730
44,625,220
400,954
1,729,399
46,406,095
45,809,730
46,755,573
$
(8.95
)
$
(0.11
)
$
1.05
4.
Acquisitions
89
Table of Contents
5.
Restructuring
and Other Charges
90
Table of Contents
6.
Long-Term
Debt, Short-Term Debt, and Financing Arrangements
2008
2007
(Millions)
$
239
$
169
150
150
250
250
500
500
250
250
1
3
17
12
1,407
1,334
5
6
$
1,402
$
1,328
2008
2007
(Millions)
$
5
$
6
44
40
$
49
$
46
91
Table of Contents
2008
2007
Notes Payable(a)
Notes Payable(a)
(Dollars in Millions)
$
44
$
40
10.5
%
4.0
%
$
49
$
40
$
43
$
28
7.1
%
4.5
%
(a)
Includes borrowings under both committed credit facilities and
uncommitted lines of credit and similar arrangements.
(b)
This calculation does not include the commitment fees to be paid
on the unused revolving credit facilities balances which are
recorded as interest expense for accounting purposes.
Committed Credit Facilities(a) as of December 31,
2008
Letters of
Term
Commitments
Borrowings
Credit(b)
Available
(Millions)
2012
$
550
$
109
$
47
$
394
2014
130
130
2012
150
150
2009-2017
87
53
34
$
917
$
442
$
47
$
428
(a)
We generally are required to pay commitment fees on the unused
portion of the total commitment.
(b)
Letters of credit reduce the available borrowings under the
tranche B letter of credit/revolving loan agreement.
Table of Contents
93
Table of Contents
94
Table of Contents
For the Period
1/01/2006
4/3/2006
3/16/2007
12/23/2008
thru
thru
thru
thru
Beginning
4/2/2006
3/15/2007
12/22/2008
2/22/2009
2/23/2009
2.75
%
2.75
%
1.50
%
3.00
%
5.50
%
2.25
%
2.00
%
N/A
N/A
N/A
N/A
N/A
1.50
%
3.00
%
5.50
%
2.25
%
2.00
%
1.50
%
3.00
%
5.50
%
1.75
%
1.75
%
0.50
%
2.00
%
4.50
%
2.125
%
2.125
%
1.00
%
2.50
%
5.00
%
0.375
%
0.375
%
0.35
%
0.50
%
0.75
%
Quarter Ended
March 31,
June 30,
September 30,
December 31,
2008
2008
2008
2008
Req.
Act.
Req.
Act.
Req.
Act.
Req.
Act.
4.00
2.79
4.00
2.92
4.00
3.27
4.25
3.66
2.10
4.06
2.10
4.22
2.10
4.08
2.10
3.64
95
Table of Contents
Interest
Leverage
Coverage
Ratio
Ratio
5.50
2.25
7.35
1.85
7.90
1.55
6.60
1.60
5.50
2.00
5.00
2.25
4.75
2.30
4.50
2.35
4.00
2.55
3.75
2.55
3.50
2.55
3.50
2.55
3.50
2.75
Aggregate Senior and
Proforma Consolidated
Subordinated Notes
Subordinate Note
Maximum Amount
Maximum Amount
$
0 million
$
10 million
$
100 million
$
300 million
$
125 million
$
375 million
Aggregate Senior and
Proforma Consolidated
Subordinate Note
Maximum Amount
$
10 million
$
300 million
$
375 million
96
Table of Contents
97
Table of Contents
7.
Financial
Instruments
2008
2007
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(Millions)
Assets (Liabilities)
$
1,407
$
713
$
1,334
$
1,324
2
(2
)
98
Table of Contents
Notional Amount
December 31,
December 31,
2008
2007
Purchase
Sell
Purchase
Sell
(Millions)
$
23
$
5
$
11
$
2
20
17
8
2
1
13
1
143
30
5
60
13
9
46
136
62
7
4
$
89
$
87
$
220
$
222
99
Table of Contents
8.
Income
Taxes
Year Ended
December 31,
2008
2007
2006
(Millions)
$
(257
)
$
(99
)
$
(66
)
141
187
126
$
(116
)
$
88
$
60
Year Ended December 31,
2008
2007
2006
(Millions)
$
42
$
$
12
58
46
54
58
46
190
38
(28
)
45
5
(1
)
(18
)
(12
)
235
25
(41
)
$
289
$
83
$
5
100
Table of Contents
Year Ended December 31,
2008
2007
2006
(Millions)
$
(41
)
$
31
$
21
(6
)
(3
)
(4
)
15
1
2
2
(1
)
(1
)
233
6
3
(6
)
(2
)
(2
)
(5
)
(3
)
(1
)
(1
)
(8
)
66
3
4
3
(2
)
(9
)
3
10
(7
)
(1
)
40
6
(10
)
40
2
(3
)
2
$
289
$
83
$
5
December 31,
2008
2007
(Millions)
$
165
$
181
56
57
44
61
46
54
48
56
81
45
2
1
5
5
107
87
(336
)
(89
)
218
458
92
101
81
70
173
171
$
45
$
287
101
Table of Contents
December 31,
2008
2007
(Millions)
$
18
$
36
88
370
(10
)
(5
)
(51
)
(114
)
$
45
$
287
Future reversals of existing taxable temporary differences;
Taxable income or loss, based on recent results, exclusive of
reversing temporary differences and carryforwards; and,
Tax-planning strategies.
102
Table of Contents
2008
2007
$
44
$
42
16
3
56
6
(12
)
(5
)
(8
)
(1
)
(13
)
(1
)
$
83
$
44
103
Table of Contents
Open To Tax
Year
1998
2002
2006
2005
2006
2003
9.
Common
Stock
104
Table of Contents
Year Ended
December 31,
2008
2007
(Millions)
$
4
$
4
(4
)
(4
)
(1
)
$
(4
)
$
(3
)
$
(0.09
)
$
(0.06
)
$
(0.09
)
$
(0.06
)
Year Ended December 31,
2008
2007
2006
$
8.03
$
9.93
$
9.27
37.7
%
38.4
%
42.6
%
4.1
4.1
5.1
2.8
%
4.7
%
4.2
%
0.0
%
0.0
%
0.0
%
105
Table of Contents
Year Ended December 31, 2008
Weighted
Weighted Avg.
Shares
Avg.
Remaining
Aggregate
Under
Exercise
Life in
Intrinsic
Option
Prices
Years
Value
(Millions)
2,820,889
$
13.10
4.6
$
46
580,750
23.75
(3,740
)
22.50
(43,824
)
4.64
1
3,354,075
15.05
5.0
37
3,306
25.26
(14,528
)
23.98
(40,585
)
11.35
1
3,302,268
15.06
4.5
31
9,130
12.77
(17,732
)
21.84
(95,767
)
8.42
1
3,197,899
15.06
4.3
13
(45,723
)
19.90
(2,800
)
2.90
3,149,376
$
15.16
4.1
$
1
3,041,606
$
14.82
4.1
$
1
2,144,163
$
10.80
3.6
$
1
106
Table of Contents
Year Ended
December 31, 2008
Weighted Avg.
Grant Date
Shares
Fair Value
469,394
$
24.91
227,830
23.75
(235,145
)
24.10
462,079
$
24.75
1,653
25.26
(11,442
)
23.80
(2,975
)
24.48
449,315
$
24.77
6,040
12.76
(4,487
)
25.69
(1,466
)
24.24
449,402
$
24.61
(5,164
)
25.62
(8,770
)
25.26
435,468
$
24.58
107
Table of Contents
10.
Preferred
Stock
11.
Pension
Plans, Postretirement and Other Employee Benefits
2007
US
Foreign
Total
(Millions)
$
(18
)
$
(23
)
$
(41
)
(2
)
(6
)
(8
)
9
9
(1
)
(2
)
(3
)
$
(21
)
$
(22
)
$
(43
)
2007
US
Foreign
(Millions)
$
81
$
101
3
14
$
84
$
115
US
Foreign
(Millions)
$
(3
)
$
(2
)
8
6
108
Table of Contents
Percentage of Fair Market Value
December 31,
December 31,
2008
2007
US
Foreign
US
Foreign
59
%
51
%
69
%
61
%
41
%
37
%
31
%
34
%
3
%
1
%
9
%
4
%
109
Table of Contents
Pension
Postretirement
2008
2007
2008
2007
US
Foreign
US
Foreign
US
US
(Millions)
$
313
$
364
$
325
$
348
$
152
$
158
17
(73
)
23
(2
)
1
5
1
5
2
2
20
20
19
19
9
9
1
(10
)
3
14
(45
)
(15
)
(25
)
(2
)
(3
)
(14
)
(17
)
(18
)
(14
)
(8
)
(9
)
4
4
1
3
(5
)
$
334
$
276
$
313
$
364
$
143
$
152
$
249
$
282
$
229
$
231
$
$
17
(57
)
17
(2
)
(78
)
(50
)
13
9
8
19
16
20
9
10
4
4
(14
)
(17
)
(18
)
(14
)
(9
)
(10
)
9
15
$
165
$
196
$
249
$
282
$
$
$
(169
)
$
(80
)
$
(64
)
$
(82
)
$
(143
)
$
(152
)
192
95
81
101
80
87
3
11
3
14
(46
)
(42
)
$
26
$
26
$
20
$
33
$
(109
)
$
(107
)
$
$
$
$
3
$
$
(7
)
(2
)
(5
)
(2
)
(9
)
(10
)
(162
)
(78
)
(59
)
(83
)
(134
)
(142
)
$
(169
)
$
(80
)
$
(64
)
$
(82
)
$
(143
)
$
(152
)
110
Table of Contents
2008
2007
2006
US
Foreign
US
Foreign
US
Foreign
(Millions)
$
1
$
5
$
1
$
5
$
15
$
6
20
20
19
19
19
16
(23
)
(21
)
(21
)
(20
)
(19
)
(16
)
(25
)
1
3
4
2
6
21
1
1
1
1
2
6
6
$
2
$
10
$
2
$
12
$
17
$
13
$
$
$
$
$
$
2008
2007
US
Foreign
US
Foreign
(Millions)
$
192
$
95
$
81
$
101
3
11
3
14
$
195
$
106
$
84
$
115
2009
US
Foreign
(Millions)
$
2
$
4
1
1
$
3
$
5
111
Table of Contents
December 31,
December 31,
2008
2007
US
Foreign
US
Foreign
(Millions)
$
334
$
271
$
314
$
273
333
266
314
260
165
191
249
188
US
Foreign
(Millions)
$
21
$
10
29
10
17
14
18
11
18
12
108
65
2008
2007
US
Foreign
US
Foreign
6.2
%
6.3
%
6.2
%
5.6
%
N/A
3.1
%
N/A
4.4
%
2008
2007
2006
US
Foreign
US
Foreign
US
Foreign
6.2
%
5.6
%
6.0
%
5.0
%
5.8
%
5.0
%
8.8
%
7.7
%
8.8
%
7.6
%
8.8
%
7.6
%
N/A
4.4
%
N/A
4.3
%
3.2
%
4.3
%
112
Table of Contents
2008
2007
2006
(Millions)
$
2
$
2
$
2
8
9
9
5
6
6
(5
)
(5
)
(6
)
$
10
$
12
$
11
2009
$
5
(6
)
$
(1
)
113
Table of Contents
Postretirement
Benefits
(Millions)
$
10
10
10
11
11
53
2008
2007
6.2
%
6.2
%
4.0
%
4.0
%
2008
2007
2006
6.2
%
6.0
%
5.8
%
4.0
%
4.0
%
4.5
%
One-Percentage
One-Percentage
Point Increase
Point Decrease
(Millions)
$
1
$
(1
)
13
(11
)
114
Table of Contents
12.
Segment
and Geographic Area Information
115
Table of Contents
Segment
North
Asia
Reclass &
America
Europe
Pacific
Elims
Consolidated
(Millions)
$
2,630
$
2,758
$
528
$
$
5,916
11
225
15
(251
)
10
1
11
108
97
17
222
(107
)
85
19
(3
)
1,120
1,352
322
34
2,828
14
14
108
89
24
221
(122
)
(11
)
(133
)
$
2,901
$
2,737
$
546
$
$
6,184
9
398
14
(421
)
12
12
103
86
16
205
120
99
33
252
1,555
1,605
368
62
3,590
10
10
106
74
18
198
(18
)
(1
)
1
(18
)
$
1,956
$
2,305
$
421
$
$
4,682
7
82
15
(104
)
7
7
92
79
13
184
103
81
12
196
1,460
1,422
301
91
3,274
9
9
100
51
19
170
(14
)
4
(1
)
(11
)
116
Table of Contents
Net Sales
Year Ended December 31,
2008
2007
2006
(Millions)
$
358
$
370
$
384
2,128
2,288
1,665
1,492
1,673
927
3,620
3,961
2,592
3,978
4,331
2,976
761
734
690
1,177
1,119
1,016
1,938
1,853
1,706
$
5,916
$
6,184
$
4,682
Geographic Area
United
Other
Reclass &
States
Germany
Canada
Foreign(a)
Elims
Consolidated
(Millions)
$
1,954
$
898
$
483
$
2,581
$
$
5,916
421
130
74
656
1,281
1,066
429
112
1,335
(114
)
2,828
$
2,121
$
1,036
$
590
$
2,437
$
$
6,184
410
151
89
695
1,345
1,476
477
150
1,621
(134
)
3,590
$
1,538
$
842
$
248
$
2,054
$
$
4,682
402
139
73
637
1,251
1,365
329
122
1,553
(95
)
3,274
Note:
(a) Revenues from external customers and long-lived assets
for individual foreign countries other than Germany and Canada
are not material.
(b)
Revenues are attributed to countries based on location of the
shipper.
(c)
Long-lived assets include all long-term assets except goodwill,
intangibles and deferred tax assets.
117
Table of Contents
13.
Commitments
and Contingencies
Subsequent
2009
2010
2011
2012
2013
Years
(Millions)
$
16
$
13
$
11
$
6
$
4
$
14
$
4
$
4
$
$
$
$
118
Table of Contents
119
Table of Contents
Year Ended
December 31,
2008
2007
2006
(Millions)
$
25
$
25
$
22
17
12
17
(15
)
(12
)
(14
)
$
27
$
25
$
25
14.
Supplemental
Guarantor Condensed Consolidating Financial Statements
120
Table of Contents
121
Table of Contents
For the Year Ended December 31, 2008
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
2,392
$
3,524
$
$
$
5,916
66
476
(542
)
2,458
4,000
(542
)
5,916
2,058
3,547
(542
)
5,063
114
114
52
75
127
124
264
4
392
86
136
222
2,434
4,022
4
(542
)
5,918
(10
)
(10
)
63
(1
)
(1
)
(52
)
9
63
(11
)
(1
)
(52
)
(1
)
87
(33
)
(5
)
(52
)
(3
)
(3
)
3
113
113
124
(10
)
(114
)
20
89
185
(5
)
289
10
10
(54
)
(125
)
(189
)
(47
)
(415
)
(138
)
(226
)
364
$
(192
)
$
(125
)
$
(415
)
$
317
$
(415
)
122
Table of Contents
For the Year Ended December 31, 2007
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
2,827
$
3,357
$
$
$
6,184
95
895
(990
)
2,922
4,252
(990
)
6,184
2,619
3,582
(1
)
(990
)
5,210
55
59
114
145
249
4
1
399
80
125
205
2,899
4,015
3
(989
)
5,928
(10
)
(10
)
13
3
(10
)
6
13
(7
)
(10
)
(4
)
36
230
(3
)
(11
)
252
(2
)
2
164
164
185
(16
)
(169
)
(42
)
78
57
(10
)
83
10
10
(105
)
156
(55
)
(1
)
(5
)
135
50
(185
)
$
30
$
156
$
(5
)
$
(186
)
$
(5
)
123
Table of Contents
For the Year Ended December 31, 2006
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
1,892
$
2,790
$
$
$
4,682
88
483
(571
)
1,980
3,273
(571
)
4,682
1,614
2,793
(571
)
3,836
45
43
88
131
238
4
373
71
113
184
1,861
3,187
4
(571
)
4,481
(9
)
(9
)
6
(3
)
1
4
(3
)
(3
)
1
(5
)
119
83
(7
)
1
196
(4
)
3
137
136
165
(11
)
(154
)
(33
)
41
(4
)
1
5
6
6
(9
)
44
14
49
24
3
35
(62
)
$
15
$
47
$
49
$
(62
)
$
49
124
Table of Contents
December 31, 2008
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
16
$
110
$
$
$
126
461
792
33
(712
)
574
193
320
513
58
(40
)
18
24
83
107
752
1,305
33
(752
)
1,338
399
614
(1,013
)
3,641
234
5,605
(9,480
)
1
10
11
22
73
95
17
9
26
64
24
46
(46
)
88
36
66
23
125
4,180
416
6,288
(10,539
)
345
1,039
1,921
2,960
(687
)
(1,128
)
(1,815
)
352
793
1,145
$
5,284
$
2,514
$
6,321
$
(11,291
)
$
2,828
LIABILITIES AND SHAREHOLDERS EQUITY
$
$
49
$
$
$
49
174
371
10
(555
)
332
594
(136
)
790
12
18
30
132
169
48
(61
)
288
650
1,201
58
(752
)
1,157
12
1,390
1,402
4,229
127
5,124
(9,480
)
43
54
(46
)
51
345
89
4
438
31
31
17
1,000
(251
)
(1,017
)
(251
)
$
5,284
$
2,514
$
6,321
$
(11,291
)
$
2,828
125
Table of Contents
December 31, 2007
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
6
$
182
$
$
$
188
385
1,090
148
(866
)
757
198
341
539
53
3
(20
)
36
18
103
121
660
1,716
151
(886
)
1,641
628
1,083
(1,711
)
3,607
232
5,383
(9,222
)
19
19
136
72
208
17
9
26
310
60
180
(180
)
370
40
76
25
141
4,738
468
6,671
(11,113
)
764
994
1,984
2,978
(658
)
(1,135
)
(1,793
)
336
849
1,185
$
5,734
$
3,033
$
6,822
$
(11,999
)
$
3,590
LIABILITIES AND SHAREHOLDERS EQUITY
$
$
44
$
2
$
$
46
274
439
10
(723
)
350
774
(137
)
987
27
16
(2
)
41
118
169
21
(24
)
284
769
1,442
33
(886
)
1,358
7
1,321
1,328
4,100
54
5,068
(9,222
)
213
81
(180
)
114
264
89
6
359
31
31
388
1,329
400
(1,717
)
400
$
5,734
$
3,033
$
6,822
$
(11,999
)
$
3,590
126
Table of Contents
Year Ended December 31, 2008
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
167
$
130
$
(137
)
$
$
160
3
3
(90
)
(143
)
(233
)
(19
)
3
(16
)
(9
)
(6
)
(15
)
(118
)
(143
)
(261
)
2
2
1
1
(4
)
(2
)
(6
)
(2
)
(2
)
(1
)
(1
)
7
70
77
(39
)
(30
)
69
(13
)
(13
)
(39
)
(40
)
137
58
(19
)
(19
)
10
(72
)
(62
)
6
182
188
$
16
$
110
$
$
$
126
Note:
Cash and cash equivalents include highly liquid investments with
a maturity of three months or less at the date of purchase.
127
Table of Contents
Year Ended December 31, 2007
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
380
$
302
$
(524
)
$
$
158
1
9
10
(59
)
(118
)
(177
)
(16
)
(16
)
(13
)
(6
)
(19
)
(250
)
250
(87
)
(365
)
250
(202
)
8
8
41
(41
)
400
400
(3
)
(588
)
(591
)
(11
)
(11
)
7
7
16
167
183
(384
)
86
298
(6
)
(6
)
(343
)
59
274
(10
)
40
40
(50
)
36
(14
)
56
146
202
$
6
$
182
$
$
$
188
Note:
Cash and cash equivalents include highly liquid investments with
a maturity of three months or less at the date of purchase.
128
Table of Contents
Year Ended December 31, 2006
Tenneco Inc.
Guarantor
Nonguarantor
(Parent
Reclass
Subsidiaries
Subsidiaries
Company)
& Elims
Consolidated
(Millions)
$
242
$
249
$
(288
)
$
$
203
10
7
17
(78
)
(99
)
(177
)
(6
)
(7
)
(13
)
1
1
(74
)
(98
)
(172
)
17
17
(3
)
(1
)
(4
)
3
3
(142
)
(129
)
271
(4
)
(4
)
(142
)
(133
)
287
12
18
18
26
36
(1
)
61
31
110
141
$
57
$
146
$
(1
)
$
$
202
Note:
Cash and cash equivalents include highly liquid investments with
a maturity of three months or less at the date of purchase.
129
Table of Contents
15.
Quarterly
Financial Data (Unaudited)
Income Before
Net Sales
Cost of Sales
Interest Expense,
and
(Excluding
Income Taxes
Operating
Depreciation and
and Minority
Net
Revenues
Amortization)
Interest
Income (Loss)
(Millions)
$
1,560
$
1,326
$
39
$
6
1,651
1,383
75
13
1,497
1,298
28
(136
)
1,208
1,056
(145
)
(298
)
$
5,916
$
5,063
$
(3
)
$
(415
)
$
1,400
$
1,179
$
49
$
5
1,663
1,377
103
41
1,556
1,313
57
21
1,565
1,341
43
(72
)
$
6,184
$
5,210
$
252
$
(5
)
Basic
Diluted
Earnings
Earnings
per Share of
per Share of
Common Stock
Common Stock
$
0.14
$
0.13
0.26
0.26
(2.92
)
(2.92
)
(6.40
)
(6.40
)
(8.95
)
(8.95
)
$
0.11
$
0.11
0.89
0.85
0.47
0.45
(1.57
)
(1.57
)
(0.11
)
(0.11
)
Note:
The sum of the quarters may not equal the total of the
respective years earnings per share on either a basic or
diluted basis due to changes in the weighted average shares
outstanding throughout the year.
130
Table of Contents
131
Table of Contents
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
ITEM 9A.
CONTROLS
AND PROCEDURES.
132
Table of Contents
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
ITEM 11.
EXECUTIVE
COMPENSATION.
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
(a)
(c)
Number of
(b)
Number of
securities to be
Weighted-
securities
issued upon
average exercise
available for
exercise of
price of
future
outstanding
outstanding
issuance
options,
options,
(excluding
warrants and
warrants and
shares in
Plan category
rights(1)
rights
column (a))(1)
620,667
$
5.73
1,200,226
$
12.40
1,083,252
$
25.11
1,214,048
245,231
$
8.56
(1)
Reflects the number of shares of the Companys common
stock. Does not include 220,604 shares that may be issued
in settlement of common stock equivalent units that were
credited to outside directors as payment for their retainer and
other fees. In general, these units are settled in cash. At the
option of the Company, however, the units may be settled in
shares of the Companys common stock.
(2)
This plan terminated as to new awards on December 31, 2001
(except awards pursuant to commitments outstanding at that
date).
133
Table of Contents
(3)
This plan terminated as to new awards upon adoption of our 2006
Long-term Incentive Plan (except awards pursuant to commitments
outstanding on that date). Does not include 40,825 shares
subject to outstanding restricted stock (vest over time) as of
December 31, 2008 that were issued at a weighted-average
issue price of $21.23 per share.
(4)
Does not include 413,664 shares subject to outstanding
restricted stock (vest over time) as of December 31, 2008
that were issued at a weighted average exercise price of $25.05.
Under this plan, as of December 31, 2008, a maximum of
442,484 shares remained available for delivery under full
value awards (i.e., bonus stock, stock equivalent units,
performance units, restricted stock and restricted stock units).
(5)
The plan described in the table above as not having been
approved by security holders is the Tenneco Inc. Supplemental
Stock Ownership Plan. This plan, which terminated on
December 31, 2001 as to new awards (except awards pursuant
to commitments outstanding at that date), originally covered the
delivery of up to 1.5 million shares of common stock held
in the Companys treasury. This plan was and continues to
be administered by the Compensation/Nominating/Governance
Committee. The Companys directors, officers and other
employees were eligible to receive awards under this plan,
although awards under the plan were limited to the
Companys non-executive employees. Awards under the plan
could take the form of non-statutory stock options, stock
appreciation rights, restricted stock, stock equivalent units or
performance units. All awards made under this plan were
discretionary. The committee determined which eligible persons
received awards and determined all terms and conditions
(including form, amount and timing) of each award.
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
134
Table of Contents
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
Page
131
135
Table of Contents
Exhibit
2
None
3
.1(a)
Restated Certificate of Incorporation of the registrant dated
December 11, 1996 (incorporated herein by reference from Exhibit
3.1(a) of the registrants Annual Report on Form 10-K for
the year ended December 31, 1997, File No. 1-12387).
3
.1(b)
Certificate of Amendment, dated December 11, 1996 (incorporated
herein by reference from Exhibit 3.1(c) of the registrants
Annual Report on Form 10-K for the year ended December 31, 1997,
File No. 1-12387).
3
.1(c)
Certificate of Ownership and Merger, dated July 8, 1997
(incorporated herein by reference from Exhibit 3.1(d) of the
registrants Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
3
.1(d)
Certificate of Designation of Series B Junior Participating
Preferred Stock dated September 9, 1998 (incorporated herein by
reference from Exhibit 3.1(d) of the registrants Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998, File No. 1-12387).
3
.1(e)
Certificate of Elimination of the Series A Participating Junior
Preferred Stock of the registrant dated September 11, 1998
(incorporated herein by reference from Exhibit 3.1(e) of the
registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, File No. 1-12387).
3
.1(f)
Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(f) of the
registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
3
.1(g)
Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(g) of the
registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
3
.1(h)
Certificate of Ownership and Merger merging Tenneco Automotive
Merger Sub Inc. with and into the registrant, dated November 5,
1999 (incorporated herein by reference from Exhibit 3.1(h) of
the registrants Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
3
.1(i)
Certificate of Amendment to Restated Certificate of
Incorporation of the registrant dated May 9, 2000 (incorporated
herein by reference from Exhibit 3.1(i) of the registrants
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, File No. 1-12387).
3
.1(j)
Certificate of Ownership and Merger merging Tenneco Inc. with
and into the registrant, dated October 27, 2005 (incorporated
herein by reference from Exhibit 99.1 of the registrants
Current Report on Form 8-K dated October 28, 2005, File No.
1-12387).
3
.2
By-laws of the registrant, as amended March 4, 2008
(incorporated herein by reference from Exhibit 99.1 of the
registrants Current Report on Form 8-K event date March 4,
2008, File No. 1-12387).
3
.3
Certificate of Incorporation of Tenneco Global Holdings Inc.
(Global), as amended (incorporated herein by
reference to Exhibit 3.3 to the registrants Registration
Statement on Form S-4, Reg. No. 333-93757).
3
.4
By-laws of Global (incorporated herein by reference to Exhibit
3.4 to the registrants Registration Statement on Form S-4,
Reg. No. 333-93757).
3
.5
Certificate of Incorporation of TMC Texas Inc. (TMC)
(incorporated herein by reference to Exhibit 3.5 to the
registrants Registration Statement on Form S-4, Reg. No.
333-93757).
3
.6
By-laws of TMC (incorporated herein by reference to Exhibit 3.6
to the registrants Registration Statement on Form S-4,
Reg. No. 333-93757).
3
.7
Amended and Restated Certificate of Incorporation of Tenneco
International Holding Corp. (TIHC) (incorporated
herein by reference to Exhibit 3.7 to the registrants
Registration Statement on Form S-4, Reg. No. 333-93757).
136
Table of Contents
Exhibit
3
.8
Amended and Restated By-laws of TIHC (incorporated herein by
reference to Exhibit 3.8 to the registrants Registration
Statement on Form S-4, Reg. No. 333-93757).
3
.9
Certificate of Incorporation of Clevite Industries Inc.
(Clevite), as amended (incorporated herein by
reference to Exhibit 3.9 to the registrants Registration
Statement on Form S-4, Reg. No. 333-93757).
3
.10
By-laws of Clevite (incorporated herein by reference to Exhibit
3.10 to the registrants Registration Statement on Form
S-4, Reg. No. 333-93757).
3
.11
Amended and Restated Certificate of Incorporation of the Pullman
Company (Pullman) (incorporated herein by reference
to Exhibit 3.11 to the registrants Registration Statement
on Form S-4, Reg. No. 333-93757).
3
.12
By-laws of Pullman (incorporated herein by reference to Exhibit
3.12 to the registrants Registration Statement on Form
S-4, Reg. No. 333-93757).
3
.13
Certificate of Incorporation of Tenneco Automotive Operating
Company Inc. (Operating) (incorporated herein by
reference to Exhibit 3.13 to the registrants Registration
Statement on Form S-4, Reg. No. 333-93757).
3
.14
By-laws of Operating (incorporated herein by reference to
Exhibit 3.14 to the registrants Registration Statement on
Form S-4, Reg. No. 333-93757).
4
.1(a)
Indenture, dated as of November 1, 1996, between the registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.1 of the registrants Registration
Statement on Form S-4, Registration No. 333-14003).
4
.1(b)
First Supplemental Indenture dated as of December 11, 1996 to
Indenture dated as of November 1, 1996 between the registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.3(b) of the registrants Annual
Report on Form 10-K for the year ended December 31, 1996, File
No. 1-12387).
4
.1(c)
Third Supplemental Indenture dated as of December 11, 1996 to
Indenture dated as of November 1, 1996 between the registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.3(d) of the registrants Annual
Report on Form 10-K for the year ended December 31, 1996, File
No. 1-12387).
4
.1(d)
Fourth Supplemental Indenture dated as of December 11, 1996 to
Indenture dated as of November 1, 1996 between the registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.3(e) of the registrants Annual
Report on Form 10-K for the year ended December 31, 1996, File
No. 1-12387).
4
.1(e)
Eleventh Supplemental Indenture, dated October 21, 1999, to
Indenture dated November 1, 1996 between The Chase Manhattan
Bank, as Trustee, and the registrant (incorporated herein by
reference from Exhibit 4.2(l) of the registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999,
File No. 1-12387).
4
.2
Specimen stock certificate for Tenneco Inc. common stock
(incorporated herein by reference from Exhibit 4.3 of the
registrants Annual Report on Form 10-K for the year ended
December 31, 2006, File No. 1-12387).
4
.3(a)
Indenture dated October 14, 1999 by and between the registrant
and The Bank of New York, as trustee (incorporated herein by
reference from Exhibit 4.4(a) of the registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999,
File No. 1-12387).
4
.3(b)
Supplemental Indenture dated November 4, 1999 among Tenneco
Automotive Operating Company Inc., Tenneco International Holding
Corp., Tenneco Global Holdings Inc., the Pullman Company,
Clevite Industries Inc. and TMC Texas Inc. in favor of The Bank
of New York, as trustee (incorporated herein by reference from
Exhibit 4.4(b) of the registrants Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, File No. 1-12387).
4
.3(c)
Subsidiary Guarantee dated as of October 14, 1999 from Tenneco
Automotive Operating Company Inc., Tenneco International Holding
Corp., Tenneco Global Holdings Inc., the Pullman Company,
Clevite Industries Inc. and TMC Texas Inc. in favor of The Bank
of New York, as trustee (incorporated herein by reference to
Exhibit 4.4(c) to the registrants Registration Statement
on Form S-4, Reg. No. 333-93757).
Table of Contents
Exhibit
4
.4(a)
Second Amended and Restated Credit Agreement, dated as of March
16, 2007, among Tenneco Inc., JPMorgan Chase Bank, N.A., as
administrative agent, and the other lenders party thereto
(incorporated herein by reference from Exhibit 99.1 of the
registrants Current Report on Form 8-K dated March
16, 2007).
4
.4(b)
Guarantee and Collateral Agreement, dated as of March 16, 2007
(amending and restating the Guarantee and Collateral Agreement
dated as of November 4, 1999, as previously amended and amended
and restated), among Tenneco Inc., various of its subsidiaries
and JPMorgan Chase Bank, N.A., as administrative agent
(incorporated herein by reference from Exhibit 99.2 of the
registrants Current Report on Form 8-K dated March 16,
2007).
4
.4(c)
Waiver, dated July 23, 2007, to Second Amended and Restated
Credit Agreement, dated as March 16, 2007, by and among the
registrant, JPMorgan Chase Bank, N.A., as administrative agent,
and the other lenders party thereto (incorporated herein by
reference from Exhibit 4.5(c) to the registrants Annual
Report on Form 10-K for the year ended December 31, 2007, File
No. 1-12387).
4
.4(d)
Second Amendment, dated November 26, 2007, to Second Amended and
Restated Credit Agreement, dated as March 16, 2007, by and among
the registrant, JPMorgan Chase Bank, N.A., as administrative
agent, and the other lenders party thereto (incorporated herein
by reference from Exhibit 4.5(d) to the registrants Annual
Report on Form 10-K for the year ended December 31, 2007, File
No. 1-12387).
4
.4(e)
Third Amendment, dated as of December 23, 2008, to Second
Amended and Restated Credit Agreement, dated as of March 16,
2007, by and among the registrant, JPMorgan Chase Bank, N.A., as
administrative agent, and the other lenders party thereto
(incorporated herein by reference from Exhibit 10.1 to the
registrants Current Report on Form 8-K dated December 23,
2008).
4
.4(f)
Fourth Amendment, dated as of February 23, 2009, to Second
Amended and Restated Credit Agreement, dated as of March 16,
2007, by and among the registrant, JP Morgan Chase Bank, N.A.,
as administrative agent, and the other lenders party thereto
(incorporated herein by reference from Exhibit 4.1 to the
registrants Current Report on Form 8-K dated
February 23, 2009).
4
.5(a)
Indenture, dated as of June 19, 2003, among the registrant, the
subsidiary guarantors named therein and Wachovia Bank, National
Association (incorporated herein by reference from Exhibit
4.6(a) to the registrants Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003, File No. 1-12387).
4
.5(b)
Collateral Agreement, dated as of June 19, 2003, by the
registrant and the subsidiary guarantors named therein in favor
of Wachovia Bank, National Association (incorporated herein by
reference from Exhibit 4.6(b) to the registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003, File
No. 1-12387).
4
.5(c)
Registration Rights Agreement, dated as of June 19, 2003, among
the registrant, the subsidiary guarantors named therein, and the
initial purchasers named therein, for whom JPMorgan Securities
Inc. acted as representative (incorporated herein by reference
from Exhibit 4.6(c) to the registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003, File No. 1-12387).
4
.5(d)
Supplemental Indenture, dated as of December 12, 2003, among the
registrant, the subsidiary guarantors named therein and Wachovia
Bank, National Association (incorporated herein by reference to
Exhibit 4.6(d) to the registrants Annual Report on Form
10-K for the year ended December 31, 2003, File No. 1-12387).
4
.5(e)
Registration Rights Agreement, dated as of December 12, 2003,
among the registrant, the subsidiary guarantors named therein,
and the initial purchasers named therein, for whom Banc of
America Securities LLC acted as representative agent
(incorporated herein by reference to Exhibit 4.5(a) to the
registrants Annual Report on Form 10-K for the year ended
December 31, 2003, File No. 1-12387).
4
.5(f)
Second Supplemental Indenture, dated as of October 28, 2005,
among the registrant, the subsidiary guarantors named therein
and Wachovia Bank, National Association (incorporated herein by
reference from Exhibit 4.6(f) to the registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005,
File No. 1-12387).
4
.5(g)
Third Supplemental Indenture, dated as of November 14, 2007, by
and among the registrant, the subsidiary guarantors party
thereto and U.S. Bank National Association, as trustee
(incorporated herein by reference from Exhibit 4.1 to the
Companys Current Report on Form 8-K, dated November 14,
2007).
Table of Contents
Exhibit
4
.6
Intercreditor Agreement, dated as of June 19, 2003, among
JPMorgan Chase Bank, as Credit Agent, Wachovia Bank, National
Association, as Trustee and Collateral Agent, and the registrant
(incorporated herein by reference from Exhibit 4.7 to the
registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003, File No. 1-12387).
4
.7(a)
Indenture, dated as of November 19, 2004, among the registrant,
the subsidiary guarantors named therein and The Bank of New York
Trust Company (incorporated herein by reference from
Exhibit 99.1 of the registrants Current Report on
Form 8-K dated November 19, 2004, File No. 1-12387).
4
.7(b)
Supplemental Indenture, dated as of March 28, 2005, among the
registrant, the guarantors party thereto and the Bank of New
York Trust Company, N.A., as trustee (incorporated herein by
reference from Exhibit 4.3 to the registrants Registration
Statement on Form S-4, Reg. No. 333-123752).
4
.7(c)
Registration Rights Agreement, dated as of November 19, 2004,
among the registrant, the guarantors party thereto and the
initial purchasers party thereto (incorporated herein by
reference from Exhibit 4.2 to the registrants Registration
Statement on Form S-4, Reg. No. 333-123752).
4
.7(d)
Second Supplemental Indenture, dated as of October 27, 2005,
among the registrant, the guarantors party thereto and the Bank
of New York Trust Company, N.A., as trustee (incorporated herein
by reference from Exhibit 4.8(d) to the registrants
Quarterly Report on Form 10-Q for the quarter ended September
30, 2005, File No. 1-12387).
4
.8(a)
Indenture, dated as of November 19, 2007, by and among the
registrant, the subsidiary guarantors party thereto and Wells
Fargo Bank, N.A., as trustee (incorporated herein by reference
from Exhibit 4.9(a) to the registrants Annual Report
on Form 10-K for the year ended December 31, 2007, File No.
1-12387).
4
.8(b)
Registration Rights Agreement, dated November 19, 2007, by and
among the registrant, the subsidiary guarantors party thereto
and the initial purchasers party thereto (incorporated herein by
reference from Exhibit 4.9(b) to the registrants Annual
Report on Form 10-K for the year ended December 31, 2007, File
No. 1-12387).
9
None.
10
.1
Distribution Agreement, dated November 1, 1996, by and among
El Paso Tennessee Pipeline Co., the registrant, and Newport
News Shipbuilding Inc. (incorporated herein by reference from
Exhibit 2 of the registrants Form 10, File No. 1-12387).
10
.2
Amendment No. 1 to Distribution Agreement, dated as of December
11, 1996, by and among El Paso Tennessee Pipeline Co., the
registrant, and Newport News Shipbuilding Inc. (incorporated
herein by reference from Exhibit 10.2 of the registrants
Annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-12387).
10
.3
Debt and Cash Allocation Agreement, dated December 11, 1996, by
and among El Paso Tennessee Pipeline Co. , the registrant,
and Newport News Shipbuilding Inc. (incorporated herein by
reference from Exhibit 10.3 of the registrants Annual
Report on Form 10-K for the year ended December 31, 1996, File
No. 1-12387).
10
.4
Benefits Agreement, dated December 11, 1996, by and among
El Paso Tennessee Pipeline Co., the registrant, and Newport
News Shipbuilding Inc. (incorporated herein by reference from
Exhibit 10.4 of the registrants Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-12387).
10
.5
Insurance Agreement, dated December 11, 1996, by and among
El Paso Tennessee Pipeline Co., the registrant, and Newport
News Shipbuilding Inc. (incorporated herein by reference from
Exhibit 10.5 of the registrants Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-12387).
10
.6
Tax Sharing Agreement, dated December 11, 1996, by and among
El Paso Tennessee Pipeline Co., Newport News Shipbuilding
Inc., the registrant, and El Paso Natural Gas Company
(incorporated herein by reference from Exhibit 10.6 of the
registrants Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-12387).
10
.7
First Amendment to Tax Sharing Agreement, dated as of December
11, 1996, among El Paso Tennessee Pipeline Co., the
registrant, El Paso Natural Gas Company and Newport News
Shipbuilding Inc. (incorporated herein by reference from Exhibit
10.7 of the registrants Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-12387).
Table of Contents
Exhibit
+10
.8
Change of Control Severance Benefits Plan for Key Executives
(incorporated herein by reference from Exhibit 10.13 of the
registrants Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
+10
.9
Stock Ownership Plan (incorporated herein by reference from
Exhibit 10.10 of the registrants Registration Statement on
Form S-4, Reg. No. 333-93757).
+10
.10
Key Executive Pension Plan (incorporated herein by reference
from Exhibit 10.11 to the registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10
.11
Deferred Compensation Plan (incorporated herein by reference
from Exhibit 10.12 to the registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10
.12
Supplemental Executive Retirement Plan (incorporated herein by
reference from Exhibit 10.13 to the registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, File
No. 1-12387).
10
.13
Human Resources Agreement by and between the registrant and
Tenneco Packaging Inc. dated November 4, 1999 (incorporated
herein by reference to Exhibit 99.1 to the registrants
Current Report on Form 8-K dated November 4, 1999, File No.
1-12387).
10
.14
Tax Sharing Agreement by and between the registrant and Tenneco
Packaging Inc. dated November 3, 1999 (incorporated herein
by reference to Exhibit 99.2 to the registrants Current
Report on Form 8-K dated November 4, 1999, File No.
1-12387).
10
.15
Amended and Restated Transition Services Agreement by and
between the registrant and Tenneco Packaging Inc. dated as of
November 4, 1999 (incorporated herein by reference from Exhibit
10.21 of the registrants Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-12387).
10
.16
Assumption Agreement among Tenneco Automotive Operating Company
Inc., Tenneco International Holding Corp., Tenneco Global
Holdings Inc., The Pullman Company, Clevite Industries Inc., TMC
Texas Inc., Salomon Smith Barney Inc. and the other Initial
Purchasers listed in the Purchase Agreement dated as of November
4, 1999 (incorporated herein by reference from Exhibit 10.24 of
the registrants Registration Statement on Form S-4, Reg.
No. 333-93757).
+10
.17
Amendment No. 1 to Change in Control Severance Benefits Plan for
Key Executives (incorporated herein by reference from Exhibit
10.23 to the registrants Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, File No. 1-12387).
+10
.18
Form of Indemnity Agreement entered into between the registrant
and the following directors of the registrant: Paul Stecko, M.
Kathryn Eickhoff and Dennis Severance (incorporated herein by
reference from Exhibit 10.29 to the registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000,
File No. 1-12387).
+10
.19
Letter Agreement dated July 27, 2000 between the registrant and
Timothy E. Jackson (incorporated herein by reference from
Exhibit 10.27 to the registrants Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, File No. 1-12387).
+10
.20
Letter Agreement dated as of June 1, 2001 between the registrant
and Hari Nair (incorporated herein by reference from Exhibit
10.28 to the registrants Annual Report on Form 10-K for
the year ended December 31, 2001. File No. 1-12387).
+10
.21
2002 Long-Term Incentive Plan (As Amended and Restated Effective
March 11, 2003) (incorporated herein by reference from Exhibit
10.26 to the registrants Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003. File No. 1-12387).
+10
.22
Amendment No. 1 to Deferred Compensation Plan (incorporated
herein by reference from Exhibit 10.27 to the registrants
Annual Report on Form 10-K for the year ended December 31, 2002,
File No. 1-12387).
+10
.23
Supplemental Stock Ownership Plan (incorporated herein by
reference from Exhibit 10.28 to the registrants Annual
Report on Form 10-K for the year ended December 31, 2002, File
No. 1-12387).
+10
.24
Form of Stock Option Agreement for employees under the 2002
Long-Term Incentive Plan, as amended (providing for a ten year
option term) (incorporated herein by reference from Exhibit 99.2
of the registrants Current Report on Form 8-K dated
January 13, 2005, File No. 1-12387).
+10
.25
Form of Stock Option Agreement for non-employee directors under
the 2002 Long-Term Incentive Plan, as amended (providing for a
ten year option term) (incorporated herein by reference from
Exhibit 99.3 of the registrants Current Report on
Form 8-K dated January 13, 2005, File No. 1-12387).
Table of Contents
Exhibit
+10
.26
Form of Restricted Stock Award Agreement for employees under the
2002 Long-Term Incentive Plan, as amended (three year cliff
vesting) (incorporated herein by reference from Exhibit 99.4 of
the registrants Current Report on Form 8-K dated January
13, 2005, File No. 1-12387).
+10
.27
Form of Restricted Stock Award Agreement for non-employee
directors under the 2002 Long-Term Incentive Plan, as amended
(incorporated herein by reference from Exhibit 99.5 of the
registrants Current Report on Form 8-K dated January 13,
2005, File No. 1-12387).
+10
.28
Form of Restricted Stock Award Agreement for employees under the
2002 Long-Term Incentive Plan, as amended (vesting 1/3 annually)
(incorporated herein by reference from Exhibit 99.1 of the
registrants Current Report on Form 8-K dated January 17,
2005, File No. 1-12387).
+10
.29
Form of Stock Option Agreement for employees under the 2002
Long-Term Incentive Plan, as amended (providing for a seven year
option term) (incorporated herein by reference from Exhibit 99.2
of the registrants Current Report on Form 8-K dated
January 17, 2005, File No. 1-12387).
+10
.30
Form of Stock Option Agreement for non-employee directors under
the 2002 Long-Term Incentive Plan, as amended (providing for a
seven year option term) (incorporated herein by reference from
Exhibit 99.3 of the registrants Current Report on Form 8-K
dated January 17, 2005, File No. 1-12387).
+10
.31
Form of Performance Share Agreement for non-employee directors
under the 2002 Long-Term Incentive Plan, as amended
(incorporated herein by reference from Exhibit 10.37 to the
registrants Annual Report on Form 10-K for the year ended
December 31, 2004, file No. 1-12387).
+10
.32
Intentionally omitted.
+10
.33
Intentionally omitted.
+10
.34
Amendment No. 1 to the Key Executive Pension Plan (incorporated
herein by reference from Exhibit 10.39 to the registrants
Quarterly Report on Form 10-Q for the quarter ended March 31,
2005, File No. 1-12387).
+10
.35
Amendment No. 1 to the Supplemental Executive Retirement Plan
(incorporated herein by reference from Exhibit 10.40 to the
registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2005, File No. 1-12387).
+10
.36
Second Amendment to the Key Executive Pension Plan (incorporated
herein by reference from Exhibit 10.41 to the registrants
Quarterly Report on Form 10-Q for the quarter ended June 30,
2005, File No. 1-12387).
+10
.37
Amendment No. 2 to the Deferred Compensation Plan (incorporated
herein by reference from Exhibit 10.42 to the registrants
Quarterly Report on Form 10-Q for the quarter ended June 30,
2005, File No. 1-12387).
+10
.38
Supplemental Retirement Plan (incorporated herein by reference
from Exhibit 10.43 to the registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
+10
.45
Supplemental Pension Plan for Management (incorporated herein by
reference from Exhibit 10.45 to the registrants Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005, File
No. 1-12387).
+10
.46
Intentionally omitted.
+10
.47
Amended and Restated Value Added (TAVA) Incentive
Compensation Plan, effective January 1, 2006 (incorporated
herein by reference from Exhibit 10.47 to the registrants
Annual Report on Form 10-K for the year ended December 31,
2005, file No. 1-12387).
+10
.48
Form of Restricted Stock Award Agreement for non-employee
directors under the 2002 Long-Term Incentive Plan, as amended
(providing for one year cliff vesting) (incorporated herein by
reference from Exhibit 10.48 to the registrants Annual
Report on Form 10-K for the year ended December 31, 2005, file
No. 1-12387).
+10
.49
Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated by
reference to Exhibit 99.1 to the registrants Current
Report on Form 8-K, dated May 9, 2006).
+10
.50
Form of Restricted Stock Award Agreement for non-employee
directors under the Tenneco Inc. 2006 Long-Term Incentive Plan
(incorporated by reference to Exhibit 99.2 to the
registrants Current Report on Form 8-K, dated May 9, 2006).
+10
.51
Form of Stock Option Agreement for employees under the Tenneco
Inc. 2006 Long-Term Incentive Plan (incorporated by reference to
Exhibit 99.3 to the registrants Current Report on Form
8-K, dated May 9, 2006).
Table of Contents
Exhibit
+10
.52
Form of Restricted Stock Award Agreement for employees under the
Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated by
reference to Exhibit 99.4 to the registrants Current
Report on Form 8-K, dated May 9, 2006).
+10
.53
Form of First Amendment to the Tenneco Inc. Supplemental Pension
Plan for Management (incorporated herein by reference from
Exhibit 10.56 to the registrants Annual Report on
Form 10-K for the year ended December 31, 2006. File No.
1-12387).
+10
.54
Form of First Amendment to the Tenneco Inc. Supplemental
Retirement Plan (incorporated herein by reference from Exhibit
10.57 to the registrants Annual Report on Form 10-K for
the year ended December 31, 2006. File No. 1-12387).
+10
.55
Letter Agreement dated January 5, 2007 between the registrant
and Hari N. Nair (incorporated herein by reference from Exhibit
10.60 to the registrants Annual Report on Form 10-K for
the year ended December 31, 2006. File No. 1-12387).
+10
.56
Letter Agreement between Tenneco Inc. and Gregg Sherrill
(incorporated herein by reference from Exhibit 99.2 of the
registrants Current Report on Form 8-K dated as of January
5, 2007, File No. 1-12387).
+10
.57
Letter Agreement between Tenneco Inc. and Gregg Sherrill, dated
as of January 15, 2007 (incorporated herein by reference from
Exhibit 99.1 of the registrants Current Report on
Form 8-K dated as of January 15, 2007, File No. 1-12387).
+10
.58
Form of Restricted Stock Agreement between Tenneco Inc. and
Gregg M. Sherrill (incorporated by reference to Exhibit 10.63 to
the registrants Annual Report on Form 10-K for the year
ended December 31, 2006, File No. 1-12387).
+10
.59
Form of Long-Term Performance Unit Award Under the 2006
Long-Term Incentive Plan (stub period award for 2007)
(incorporated herein by reference from Exhibit 10.64 to the
registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007, File No. 1-12387).
+10
.60
Form of Long-Term Performance Unit Award Under the 2006
Long-Term Incentive Plan (three-year award for 2007-2009 period)
(incorporated herein by reference from Exhibit 10.65 to the
registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007, File No. 1-12387).
*+10
.61
Tenneco Inc. Change in Control Severance Benefit Plan for Key
Executives, as Amended and Restated effective December 12, 2007.
+10
.62
Form of Long-Term Performance Unit Award Under the 2006
Long-Term Incentive Plan (stub period award for 2008)
(incorporated herein by reference from Exhibit 10.67 to the
registrants Annual Report on Form 10-K for the year ended
December 31, 2007, File No. 1-12387).
+10
.63
Form of Long-Term Performance Unit Award Under the 2006
Long-Term Incentive Plan (three-year award for periods
commencing with 2008) (incorporated herein by reference from
Exhibit 10.68 to the registrants Annual Report on Form
10-K for the year ended December 31, 2007, File No. 1-12387).
+10
.64
Letter Agreement dated January 5, 2007 between the registrant
and Timothy E. Jackson (incorporated herein by reference from
Exhibit 10.69 to the registrants Annual Report on Form
10-K for the year ended December 31, 2007, File No. 1-12387).
*+10
.65
Excess Benefit Plan, including Supplements for Gregg M. Sherrill
and Kenneth R. Trammell.
*+10
.66
Amendment No. 2 to Change in Control Severance Benefit
Plan for Key Executives.
*+10
.67
Incentive Deferral Plan, as Amended and Restated Effective as of
January 1, 2008.
*+10
.68
Code Section 409A Amendment to 2002 Long-Term Incentive Plan.
*+10
.69
Code Section 409A Amendment to 2006 Long-Term Incentive Plan.
*+10
.70
Code Section 409A to Excess Benefit Plan.
*+10
.71
Code Section 409A Amendment to Supplemental Retirement Plan.
*+10
.72
Code Section 409A Amendment to Supplemental Pension Plan for
Management.
*+10
.73
Code Section 409A Amendment to Amended and Restated Value Added
(TAVA) Incentive Compensation Plan.
*+10
.74
Code Section 409A Amendment to Letter Agreement between the
registrant and Gregg M. Sherrill.
*+10
.75
Code Section 409A Amendment to Letter Agreement between the
registrant and Hari N. Nair.
*+10
.76
Code Section 409A Amendment to Letter Agreement between the
registrant and Timothy E. Jackson.
Table of Contents
Exhibit
*10
.77
Second Amended and Restated Receivables Purchase Agreement,
dated as of May 4, 2005, among the registrant, as Servicer,
Tenneco Automotive RSA Company, as Seller, Jupiter
Securitization Corporation and Liberty Street Funding Corp., as
Conduits The Bank of Nova Scotia, JP Morgan Chase Bank, N.A. and
the Committed Purchasers from time to time party thereto, and
Amendments 1 through 10 thereto.
11
None.
*12
Computation of Ratio of Earnings to Fixed Charges.
13
None.
14
Tenneco Inc. Code of Ethical Conduct for Financial Managers
(incorporated herein by reference from Exhibit 99.3 to the
registrants Annual Report on Form 10-K for the year ended
December 31, 2002, File No. 1-12387).
16
None.
18
None.
*21
List of Subsidiaries of Tenneco Inc.
22
None.
*23
Consent of Independent Registered Public Accounting Firm.
*24
Powers of Attorney.
*31
.1
Certification of Gregg M. Sherrill under Section 302 of the
Sarbanes-Oxley Act of 2002.
*31
.2
Certification of Kenneth R. Trammell under Section 302 of the
Sarbanes-Oxley Act of 2002.
*32
.1
Certification of Gregg M. Sherrill and Kenneth R. Trammell under
Section 906 of the Sarbanes-Oxley Act of 2002.
33
None.
34
None.
35
None.
99
None.
100
None.
*
Filed herewith.
+
Indicates a management contract or compensatory plan or
arrangement.
Table of Contents
By
Chairman, President and Chief Executive Officer
and Director (principal executive officer)
Executive Vice President and Chief Financial Officer (principal
financial officer)
Vice President and Controller (principal accounting officer)
Director
Director
Director
Director
Director
Director
Director
Director
*By:
Attorney in fact
144
1. | Definitions |
A. | Change in Control means any of the following events (but no event other than one of the following events): |
(1) | any person, alone or together with any of its affiliates or associates, becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of either the Companys then outstanding shares of common stock or the combined voting power of the Companys then outstanding securities having general voting rights; provided, however, that, notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to this clause (1) solely because the requisite percentage of either the Companys then outstanding shares of common stock or the combined voting power of the Companys then outstanding securities having general voting rights is acquired by one or more employee benefit plans maintained by one or more Tenneco Companies; or | ||
(2) | members of the Incumbent Board cease to constitute a majority of the Company Board; or | ||
(3) | the consummation of any plan of merger, consolidation, share exchange or combination between the Company and any person, including without limitation becoming a subsidiary of any other person, or the consummation of any sale, exchange or other disposition of all or substantially all of the Companys assets (any such transaction, a Business Combination) without all or substantially all of the persons who are the beneficial owners of the then outstanding shares of the common stock of the Company (Outstanding Common Stock) or of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Voting |
Securities) immediately prior to such Business Combination constituting the beneficial owners, directly or indirectly, of fifty percent (50%) or more of, respectively, the outstanding shares of common stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be; or | |||
(4) | the Companys stockholders approve a plan of complete liquidation or dissolution of the Company. |
B. | Committee means the Compensation/Nominating/Governance Committee of the Company Board or any successor thereto. | ||
C. | Company means Tenneco Inc., a Delaware corporation, and any successors thereto as provided in Section 11. | ||
D. | Company Board means the Board of Directors of the Company. | ||
E. | Competing Business means any business or activity that (1) competes with any Tenneco Company for which the Key Executive performed services or the Key Executive was involved in for the purposes of making strategic or other material business decisions and involves (2) (a) the same or substantially similar types of products or services (individually or collectively) manufactured, marketed or sold by any Tenneco Company during the term of such Key Executives employment with the Tenneco Companies or (b) products or services so similar in nature to that of any Tenneco Company during the term of such Key Executives employment with the Tenneco Companies (or that any Tenneco Company will soon thereafter offer) that they would be reasonably likely to displace substantial business opportunities or customers of the Tenneco Companies. | ||
F. | Confidential Information means Trade Secrets as well as information acquired by the Key Executive in the course and scope of his or her activities during such Key Executives employment with the Tenneco Companies, including information acquired from third parties, that: |
(1) | is not generally known or disseminated outside the Tenneco Companies (such as non-public information); |
2
(2) | is designated or marked by any Tenneco Company as confidential or reasonably should be considered confidential or proprietary; or | ||
(3) | any Tenneco Company indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside the Tenneco Companies. |
Without limiting the foregoing definitions, some examples of Confidential Information under the Plan include: |
(1) | matters of a technical nature, such as scientific, trade or engineering secrets, know-how, formulae, secret processes, inventions, and research and development plans or projects regarding existing and prospective customers and products or services; | ||
(2) | information about costs, profits, markets, sales, customer lists, customer needs, customer preferences and customer purchasing histories, supplier lists, internal financial data, personnel evaluations, non-public information about automotive devices or products of any Tenneco Company (including future plans about them), information and material provided by third parties in confidence and/or with nondisclosure restrictions, computer access passwords, and internal market studies or surveys; and | ||
(3) | any other information or matters of a similar nature. |
G. | Constructive Termination will be deemed to have occurred if, upon or following the Change in Control, a Key Executive separates from service with all Tenneco Companies after the Tenneco Companies, by action or inaction, and without the Key Executives express prior written consent: |
(1) | materially diminish in any manner the Key Executives status, position, duties or responsibilities with the Tenneco Companies from those in effect immediately prior to the Change in Control (without limiting the generality of the foregoing, for purposes of this clause (1) a material diminution will be deemed to have occurred if the Key Executive does not maintain the same or greater status, position, duties and responsibilities with the ultimate parent corporation of a controlled group of corporations of which the Company is a member upon consummation of the transaction or transactions constituting the Change in Control); | ||
(2) | materially reduce the Key Executives then current annual cash compensation from the Tenneco Companies below the sum of (a) the Key Executives annual base salary or annual base compensation from the Tenneco Companies in effect immediately |
3
prior to the Change in Control and (b) the Key Executives targeted annual award under the Executive Incentive Compensation Plan for the calendar year completed immediately prior to the Change in Control; provided, however, a material reduction for purposes of this clause (2) shall not be deemed to have occurred if the Key Executives then current annual cash compensation is reduced as part of an overall cost reduction program that affects all senior executives of the Tenneco Company and does not disproportionately affect the Key Executive; | |||
(3) | cause a material reduction in (a) the level of aggregate Tenneco Companies-paid medical benefit, life insurance and disability plan coverages; or (b) the aggregate rate of Tenneco Companies-paid thrift/savings plan contributions and of Tenneco Companies-paid defined benefit retirement plan benefit accrual, from those coverages and rates in effect immediately prior to the Change in Control; provided, however, a material reduction for purposes of this clause (3) shall not be deemed to have occurred if a reduction as described in subclause (a) or (b) occurs as part of an overall cost reduction program that affects all senior executives of the Tenneco Company and does not disproportionately affect the Key Executive; | ||
(4) | effectively require the Key Executive to relocate because of a transfer of the Key Executives place of employment with the Tenneco Companies from the place where the Key Executive was employed immediately prior to the Change in Control (for purposes of the foregoing, a transfer of place of employment shall be deemed to require a Key Executive to relocate if such transfer is greater than 50 miles from the place where the Key Executive was employed immediately prior to the Change in Control); or | ||
(5) | materially breach any provision of the Plan. |
A Constructive Termination will be deemed to have occurred for all Key Executives if any successor to the Company in a Business Combination described in Section 1(A)(3) above constituting a Change in Control fails to assume, in writing, all of the Companys obligations under the Plan promptly upon consummation of such Change in Control. | |||
Notwithstanding anything to the contrary in this Section 1(G), a Constructive Termination will not be deemed to have occurred unless the Key Executive delivers to the Company a written notice of the existence of a condition described in this Section 1(G) within 90 days after the Key Executive has actual knowledge of the existence of such condition, and the Key Executive does not terminate his employment due to Constructive Termination until the Key Executive has given the Company at least 30 |
4
days in which to cure the condition set forth in the written notice and if such condition is not cured by the 30th day, the Key Executives employment shall terminate on such date. | |||
In addition, a determination that a Key Executive has been Constructively Terminated for purposes of eligibility for benefits under this Plan shall be based solely on the criteria set forth in this Section 1(G) and the Key Executives eligibility or application for, or receipt of, any retirement benefits from any Tenneco Company following separation from service shall have no bearing on such determination. |
H. | Disability shall mean the permanent and total disability as determined under the rules and guidelines established by a Tenneco Company in order to qualify for long-term disability coverage under the Tenneco Companys long-term disability plan in effect at the time. | ||
I. | Discharge for Cause shall be deemed to have occurred only if, following the Change in Control, a Key Executive is discharged by any of the Tenneco Companies from employment because: |
(1) | the Key Executive has engaged in serious misconduct or willfully or materially violated, or willfully or materially failed to comply with, the Companys Corporate Compliance Policies or Statement of Business Principles in his or her capacity as an employee of any of the Tenneco Companies; or | ||
(2) | the Key Executive has willfully and continually failed (unless due to incapacity resulting from physical or mental illness) to substantially perform the duties of his or her employment by any of the Tenneco Companies after written demand for substantial performance is delivered to the Key Executive by any of the Tenneco Companies specifically identifying the manner in which the Key Executive has not substantially performed such duties. |
Notwithstanding the foregoing, a Key Executive who, immediately prior to the Change in Control, is a member of Executive Group I or II shall not be deemed to have been Discharged for Cause unless a written notice has been delivered to the Key Executive stating that the Tenneco Companies have terminated the Key Executives employment, which notice shall include a resolution, adopted by at least a three-quarters vote of the Incumbent Board (after the Key Executive has been provided with reasonable notice and an opportunity, together with counsel, for a hearing before the entire Incumbent Board), finding that the Key Executive has engaged in the conduct set forth in clause (1) or (2) of the preceding sentence. |
5
J. | Executive Group I, from and after the Effective Date, shall consist of the Chief Executive Officer of the Company. | ||
K. | Executive Group II, from and after the Effective Date, shall consist of each individual, |
(1) | who is not a member of Executive Group I, and | ||
(2) | who, immediately prior to the Change in Control, is an employee of a Tenneco Company who reports directly to the Chief Executive Officer of the Company and is in an executive salary grade of 6 or higher. |
L. | Executive Group III, from and after the Effective Date, shall consist of each individual, |
(1) | who is not a member of Executive Group I or II, and | ||
(2) | who, immediately prior to the Change in Control, is an employee of a Tenneco Company who is critical to the negotiation or consummation of a corporate transaction and who has been designated by the Chief Executive Officer of the Company, in writing before the Change in Control, with the approval of the Committee, as a member of Executive Group III. In no event shall Executive Group III contain more than ten (10) members. |
M. | Executive Incentive Compensation Plan means the Tenneco Inc. Value Added Incentive Compensation Plan and any successor thereto. | ||
N. | Incumbent Board means |
(1) | the members of the Company Board on the Effective Date, to the extent that they continue to serve as members of the Company Board; and | ||
(2) | any individual who becomes a member of the Company Board after the Effective Date, (a) upon the death or disability or retirement of, and as the successor to or replacement for, a member of the Company Board or (b) if his or her election or nomination for election as a director is approved by a vote of at least a majority of the then Incumbent Board, except that a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company shall not be considered a member of the Incumbent Board for purposes of this subclause (b). |
6
O. | Internal Revenue Code means the Internal Revenue Code of 1986, as amended. | ||
P. | Key Executive means an individual who, immediately prior to the Change in Control, is a member of Executive Group I, Executive Group II, or Executive Group III. | ||
Q. | Prohibited Area means countries in North America and Europe, Brazil, Mexico, China, Russia and India, all of which are the geographic areas in which the Tenneco Companies conduct a preponderance of their business and in which the Key Executive provides substantive services to the benefit of the Tenneco Companies. | ||
R. | Section 409A means Section 409A of the Internal Revenue Code and regulations promulgated thereunder (and any similar or successor federal or state statute or regulations). | ||
S. | Stock Plans means the 1996 Tenneco Inc. Stock Ownership Plan, the Tenneco Automotive Inc. Stock Ownership Plan, the Tenneco Automotive Inc. 2002 Long-Term Incentive Plan, the Tenneco Inc. 2006 Long-Term Incentive Plan and any other equity-based or stock-based plan, program or arrangement of a Tenneco Company, and any successors thereto. | ||
T. | Tenneco Company and Tenneco Companies mean the Company and any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Company. | ||
U. | Threatened Change in Control means (1) any publicly disclosed proposal, offer, actual or proposed purchase of stock or other action which, if consummated, would, in the opinion of the Incumbent Board, constitute a Change in Control, including the Company entering into an agreement, the consummation of which would result in a Change in Control or (2) the adoption of a resolution by the Incumbent Board that a Threatened Change in Control has occurred. | ||
V. | Threatened Change in Control Period means the period beginning on the date a Threatened Change in Control occurs and ending on the earlier of (1) the date the proposal, offer, actual or proposed purchase of stock or other action is formally withdrawn or the Incumbent Board has determined that the circumstances which constituted the Threatened Change in Control no longer exist or (2) the date a Change in Control occurs. | ||
W. | Trade Secrets mean information of special value, not generally known to the public that any Tenneco Company has taken steps to maintain as secret from persons other than those selected by any Tenneco Company. |
For purposes of the definitions in Section 1 and the Plan, the terms associate, affiliate, person, and beneficial owner shall have the respective meanings |
7
set forth in Sections 3(a) and 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the regulations promulgated thereunder, and the regulations promulgated under Section 12 of the Exchange Act. For purposes of the Plan, the terms separation, separation from service, termination and termination of employment, and variations thereof, as used in the Plan, are intended to mean a separation from service or termination of employment that constitutes a separation from service under Section 409A. |
2. | Eligibility for Benefits . |
If (i) within two years after a Change in Control, a Key Executive is separated from service as an employee with the Tenneco Companies (a) because the Key Executive is discharged by the Tenneco Companies, provided that such discharge is not a Discharge for Cause nor a discharge due to the death or Disability of the Key Executive, or (b) because of Constructive Termination, and (ii) throughout the period beginning with the Change in Control and ending with such separation from service with the Tenneco Companies, the Key Executive remains an employee of the Tenneco Companies, such Key Executive shall be entitled to receive the benefits described in Sections 3 and 5 below, payable in accordance with Section 4 below to the extent applicable. |
3. | Severance Benefits . |
A. | If the Key Executive is a member of Executive Group I immediately prior to the Change in Control a cash amount equal to three times the sum of (a) the Key Executives annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executives targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control. | ||
B. | If the Key Executive is a member of Executive Group II immediately prior to the Change in Control a cash amount equal to two times the sum of (a) the Key Executives annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executives targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control. | ||
C. | If the Key Executive is a member of Executive Group III immediately prior to the Change in Control a cash amount equal to one times the sum of (a) the Key Executives annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executives targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control. | ||
D. | All deferred compensation (and earnings accrued thereon) credited to the account of a Key Executive under any deferred compensation plan, program or arrangement of the Tenneco Companies shall be paid to such |
8
Key Executive pursuant to and in accordance with the terms of such plan, program or arrangement. | |||
E. | A cash amount equal to the sum of (a) any incentive compensation which has been allocated or awarded to such Key Executive under the Executive Incentive Compensation Plan for a completed calendar year or other measuring period preceding the Key Executives separation from service but has not yet been paid and (b) a pro rata portion to the date of the Key Executives separation from service with the Tenneco Companies of the aggregate value of all incentive compensation awards to such Key Executive under the Executive Incentive Compensation Plan for the current calendar year or other measuring period, calculated as if all conditions for receiving the targeted annual award amount with respect to all such awards had been met, notwithstanding any provision of the Executive Incentive Compensation Plan to the contrary. | ||
F. | Any outstanding awards under the Stock Plans held by the Key Executive shall continue to be subject to the terms and conditions of the applicable Stock Plan and award agreement. | ||
G. | The Key Executive and his or her eligible dependents, if any, shall continue to be covered by the health, life and disability plans applicable to comparably situated active employees as in effect from time to time and subject to the rules thereof for the period described below. For persons entitled to Executive Group I benefits, and their eligible dependents, the period is three years from his or her separation from service. For persons entitled to Executive Group II benefits, and their eligible dependents, the period is two years from his or her separation from service. For persons entitled to Executive Group III benefits, and their eligible dependents, the period is one year from his or her separation from service. This period of coverage will not count against the minimum period of health coverage required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), and persons covered by this provision will be afforded their applicable COBRA rights at the end of the health coverage provided herein. | ||
H. | The Company shall provide each Key Executive with reasonable outplacement services at a cost not to exceed $25,000 during the 12 months following his or her separation from service. |
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4. | Method of Payment . |
A. | The Company shall pay, or cause to be paid, the cash severance benefits under the Plan to the Key Executive in a single cash sum within 30 days following the later of the Key Executives separation from service as an employee with the Tenneco Companies and submission of a claim as required by Section 17 of the Plan, provided that the payment at such time can be characterized as a short-term deferral for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the payment cannot be so characterized, and the Key Executive is a specified employee under Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. Except for withholdings required by law to satisfy local, state, federal and foreign tax withholding requirements, no offset nor any other reduction shall be taken in paying such benefit. | ||
B. | Reimbursement of expenses incurred by the Key Executive pursuant to Section 3(G) shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Internal Revenue Code. If the Key Executive is a specified employee under Section 409A, the full cost of the continuation or provision of life and disability plan coverages (but not health plan coverages) under Section 3(G) shall be paid by the Key Executive until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service, and such cost shall be reimbursed by the Company to, or on behalf of, the Key Executive in a lump sum cash payment on the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. |
5. | Gross-Up Payment . |
A. | If the Key Executive is a member of Executive Group I immediately prior to the Change in Control and any portion of the payments described herein, and/or any other payments no matter the source of such payments, that are paid or payable or distributed or distributable to such Key Executive shall be subject to the tax imposed by Section 4999 of the Internal Revenue Code (the Excise Tax) (the portion of such payments which are subject to the Excise Tax being referred to herein as the Payments), the Company shall pay to the affected Key Executive, not |
10
later than 30 th day following the date the Key Executive becomes subject to the Excise Tax an additional amount (the Gross-Up Payment), such that the net amount retained by the Key Executive after deduction of the Excise Tax on such Payments, and all federal, state, local and foreign income and employment tax (assuming the Key Executive is in the highest marginal tax bracket), interest and penalties and Excise Tax on the Gross-Up Payment, shall be equal to the amount which would have been retained by the Key Executive had the payments not been subject to the Excise Tax. |
B. | If the Key Executive is a member of Executive Group II or III immediately prior to the Change in Control and if any portion of the payments described herein, and/or any other payments no matter the source of such payments, that are paid or payable or distributed or distributable to such Key Executive shall be subject to the Excise Tax, then the Payments shall be reduced by the Company to the extent necessary so that no portion of the Payments to the Key Executive is subject to the Excise Tax. Notwithstanding the preceding sentence, if the Key Executives aggregate parachute payments, as such term is defined under Internal Revenue Code Section 280G, exceed an amount equal to 3.45 times the Key Executives base amount, as such term is defined under Internal Revenue Code Section 280G, then the Company shall pay to the affected Key Executive, not later than the 30th day following the date the Key Executive becomes subject to the Excise Tax an additional amount (also, a Gross-Up Payment), such that the net amount retained by the Key Executive after deduction of the Excise Tax on such Payments, and all federal, state, local and foreign income and employment tax (assuming the Key Executive is in the highest marginal tax bracket), interest and penalties and Excise Tax on the Gross-Up Payment, shall be equal to the amount which would have been retained by the Key Executive had the payments not been subject to the Excise Tax. | ||
C. | The independent public accounting firm serving as the Companys auditing firm, or such other accounting firm, law firm or professional consulting services provider of national reputation and experience reasonably acceptable to the Company and the Key Executive (the Accountants) shall make in writing in good faith all calculations and determinations under this Section 5, including the assumptions to be used in arriving at any calculations. For purposes of making the calculations and determinations under this Section 5, the Accountants and each other party may make reasonable assumptions and approximations concerning the application of Internal Revenue Code Sections 280G and 4999. The Company and the affected Key Executive shall furnish to the Accountants and each other such information and documents as the Accountants and each other may reasonably request to make the calculations and determinations under this Section 5. The Company shall bear all costs the Accountants incur in connection with any calculations contemplated |
11
hereby. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code at the time of the initial determination by the Accountants hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (Underpayment), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(D) and the Key Executive thereafter is required to make a payment of any Excise Tax, the Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Key Executive. | |||
D. | The Key Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Key Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Key Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Key Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Key Executive in writing prior to the expiration of such period that it desires to contest such claim, the Key Executive shall: |
(1) | give the Company any information reasonably requested by the Company relating to such claim, | ||
(2) | take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, | ||
(3) | cooperate with the Company in good faith in order effectively to contest such claim, and | ||
(4) | permit the Company to participate in any proceedings relating to such claim; |
provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Key Executive harmless, on an after-tax basis, for any Excise Tax or federal, state, local or foreign income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of |
12
costs and expenses. Without limitation on the foregoing provisions of this Section 5(D), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Key Executive and direct the Key Executive to sue for a refund or contest the claim in any permissible manner, and the Key Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, if the Company pays such claim and directs the Key Executive to sue for a refund, the Company shall indemnify and hold the Key Executive harmless, on an after-tax basis, from any Excise Tax or federal, state, local or foreign income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, any extension of the statute of limitations relating to payment of taxes for the taxable year of the Key Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Companys control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Key Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. | |||
E. | If, after the receipt by the Key Executive of an amount advanced by the Company pursuant to Section 5(D), the Key Executive becomes entitled to receive any refund with respect to such claim, the Key Executive shall (subject to the Companys complying with the requirements of Section 5(D)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Key Executive of an amount advanced by the Company pursuant to Section 5(D), a determination is made that the Key Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Key Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. | ||
F. | Notwithstanding anything to the contrary in the foregoing provisions of this Section 5, the payment of the Gross-Up Payment shall be made no later than two and one-half months after the end of the calendar year in which the right to such payment is no longer subject to a substantial risk of forfeiture (as such term is described under Section 409A); except if the Gross-Up Payment is a deferral of compensation (as such term is |
13
described under Section 409A), then the following provisions of this Section 5(F) shall apply. If the Gross-Up Payment is a deferral of compensation, (i) payment of the portion of the Gross-Up Payment that is taxes shall not be made later than December 31 of the year next following the year in which the Excise Tax is remitted to the taxing authority; (ii) payment of the portion of the Gross-Up Payment that is interest or penalties incurred by the Key Executive with respect to such taxes shall not be made later than December 31 of the year next following the year in which the Key Executive incurs such interest or penalties, as applicable; and (iii) reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, whether federal, state, local or foreign, shall not be made later than the end of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the year following the year in which the audit is completed or there is a final nonapplicable settlement or other resolution of the litigation. If the Gross-Up Payment is a deferral of compensation, the amount of interest and penalties eligible for payment or reimbursement in any year shall not affect the amount of such interest and penalties eligible for payment or reimbursement in any other year, nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing provisions of this Section 5(F) that are applicable to deferrals of compensation, if (i) the Gross-Up Payment is a deferral of compensation, (ii) the Key Executive is a specified employee under Section 409A upon the Key Executives separation from service, and (iii) all or any portion of the Gross-Up Payment is considered made upon the Key Executives separation from service, the portion of the Gross-Up Payment which is considered made upon the Key Executives separation from service shall not be made until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. |
6. | Noncompetition . Without the prior written consent of the Company Board (which may be withheld in the Company Boards sole discretion), so long as the Key Executive is an employee of a Tenneco Company and for a one-year period thereafter (or, in the case of a Key Executive who is a member of Executive Group I immediately prior to his or her separation from service, for a two-year period thereafter), by accepting participation in the Plan, the Key Executive agrees that he or she shall not anywhere in the Prohibited Area, for himself or herself or as an officer, employee, manager, operator, principal, owner, partner, shareholder, advisor, consultant of, or lender to, any individual or other person that is engaged or participates in or carries out a Competing Business or is actively planning or preparing to enter into a Competing Business, for his or her own account or the benefit of any other, engage or participate in or assist or otherwise be connected with a Competing Business. Such prohibition shall not |
14
apply to the Key Executives passive ownership of not more than five percent (5%) of a publicly-traded company. | ||
7. | No Solicitation or Interference . So long as the Key Executive is an employee of a Tenneco Company and for a one-year period thereafter (or, in the case of a Key Executive who is a member of Executive Group I immediately prior to his or her separation from service, for a two-year period thereafter), the Key Executive agrees, by accepting participation in the Plan, that he or she shall not, whether for his or her own account or for the account or benefit of any other person, throughout the Prohibited Area: |
A. | request, induce or attempt to influence (1) any customer of a Tenneco Company to limit, curtail, cancel or terminate any business it transacts with, or products or services it receives from or sells to, or (2) any person employed by (or otherwise engaged in providing services for or on behalf of) any Tenneco Company to limit, curtail, cancel or terminate any employment, consulting or other service arrangement with any Tenneco Company. Such prohibition shall expressly extend to any hiring or enticing away (or any attempt to hire or entice away) any employee or consultant of a Tenneco Company; | ||
B. | solicit from or sell to any customer any products or services that any Tenneco Company provides or is capable of providing to such customer and that are the same as or substantially similar to the products or services that any Tenneco Company sold or provided while the Key Executive was employed with, or providing services to, any Tenneco Company; | ||
C. | contact or solicit any customer for the purpose of discussing (1) services or products that are competitive with and the same or closely similar to those offered by any Tenneco Company or (2) any past or present business of any Tenneco Company; | ||
D. | request, induce or attempt to influence any supplier, distributor or other person with which any Tenneco Company has a business relationship to limit, curtail, cancel or terminate any business it transacts with any Tenneco Company; or | ||
E. | otherwise interfere with the relationship of any Tenneco Company with any person which is, or within one year prior to the Key Executives date of termination was, doing business with, employed by or otherwise engaged in performing services for, any Tenneco Company. |
8. | Confidential Information . During the period of the Key Executives employment with the Tenneco Companies and at all times thereafter, the Key Executive shall hold in secrecy for the Company all Confidential Information that may come to his or her knowledge, may have come to his or her attention or may have come into his or her possession or control while employed by a Tenneco Company (or |
15
otherwise performing services for any Tenneco Company). Notwithstanding the preceding sentence, the Key Executive shall not be required to maintain the confidentiality of any Confidential Information which (a) is or becomes available to the public or others in the industry generally (other than as a result of disclosure or inappropriate use, or caused, by the Key Executive in violation of this Section 8) or (b) the Key Executive is compelled to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena. Except as expressly required in the performance of his or her duties to the Tenneco Companies, the Key Executive shall not use for his or her own benefit or disclose (or permit or cause the disclosure of) to any person, directly or indirectly, any Confidential Information unless such use or disclosure has been specifically authorized in writing by the Company in advance. During the Key Executives employment and as necessary to perform his or her duties, the Company will provide and grant the Key Executive access to the Confidential Information. The Key Executive recognizes that any Confidential Information is of a highly competitive value and that the Confidential Information could be used to the competitive and financial detriment of any Tenneco Company if misused or disclosed by the Key Executive. | ||
9. | Reasonableness; Remedies . The Key Executive acknowledges, by accepting participation in the Plan, that each of the restrictions set forth in Sections 6, 7, and 8 is reasonable and necessary for the protection of the Companys business and opportunities (and those of the Tenneco Companies) and that a breach of any of the covenants contained in Section 6, 7 or 8 would result in material irreparable injury to the Tenneco Companies for which there is no adequate remedy at law and that it will not be possible to measure damages for such injuries precisely. Accordingly, each Tenneco Company shall be entitled to the remedies of injunction and specific performance, or either of such remedies, as well as all other remedies to which any Tenneco Company may be entitled, at law, in equity or otherwise, without the need for the posting of a bond or by the posting of the minimum bond that may otherwise be required by law or court order. | |
10. | Extension; Survival . By acceptance of participation in the Plan, the Key Executive agrees that the time periods identified in Section 6, 7 and 8 will be stayed, and the Companys obligation to make any payments or provide any benefits under the Plan shall be suspended, during the period of any breach or violation by the Key Executive of the covenants contained in such Sections. Each of the provisions of Sections 6, 7 and 8 is fundamental to the Companys willingness to enter into this Plan and for it to provide for the severance and other benefits described in the Plan, none of which the Company was required to do prior to the date hereof. Further, it is the express intent and desire of the Company that each provision of Sections 6, 7 and 8 be enforced to the fullest extent permitted by law. If any part of Section 6, 7 or 8, or any provision hereof, is deemed illegal, void, unenforceable or overly broad (including as to time, scope and geography), such provision shall be reformed to the fullest extent possible to ensure its enforceability or if such reformation is deemed impossible then such |
16
provision shall be severed from the Plan, but the remainder of the Plan (expressly including any other provision of Sections 6, 7 and 8) shall remain in full force and effect. | ||
11. |
Assignment
. No Key Executive may assign, transfer, convey, mortgage, hypothecate, or
in any way encumber any benefit payable under the Plan, nor shall the Key Executive have any
right to receive any benefit under the Plan except at the time, in the amount and in the
manner provided in the Plan, provided that the rights of a Key Executive under the Plan may be
enforced by the Key Executives heirs, dependents, beneficiaries and legal representatives.
This Plan may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the Company under the provisions of the Plan. As used in the preceding sentence, the term successor shall mean any person, firm, corporation, or business entity which at any time, whether by merger, purchase or otherwise, acquires all, or substantially all, of the assets or business of the Company. Notwithstanding such assignment, the Company shall remain, with such successor, jointly and severally liable for all obligations under the Plan, which, except as herein provided, may not be assigned by the Company. |
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12. | No Mitigation . It will be difficult, and may be impossible, for the Key Executive to find reasonably comparable employment following the termination of the Key Executives employment, and the protective provisions under Sections 6, 7 and 8 will further limit the employment opportunities for the Key Executive. The Key Executive shall not be required to seek other employment, or otherwise, to mitigate any payment provided under the Plan. | |
13. | Plan Amendment and Termination . The Plan may be terminated or amended at any time by the Board of Directors provided that during a Threatened Change in Control Period, the Plan may not be terminated or amended in any manner that reduces the benefits to a Key Executives or adversely affects the rights of a Key Executive under the Plan. In the event of a Change in Control, no amendment, or termination, made on or after the date of the Change in Control shall apply to any Key Executive until the expiration of two years and thirty-one days from the date of the Change in Control. | |
14. | Funding . The Company shall pay, or cause to be paid, any severance benefit under the Plan out of the general assets of the Tenneco Companies. Nothing contained herein shall preclude the Company from establishing a grantor trust through which assets to satisfy obligations under the Plan may be set aside to provide for benefit payments to Key Executives and their dependents or beneficiaries. Any assets or property held by such trust shall be subject to the claims of general creditors of the Company, but only upon the insolvency or bankruptcy of the Company and only to the extent that the assets or property held by such trust are attributable to contributions made by the Company. No person |
17
other than the Company shall, by virtue of the provisions of the Plan, have any interest in such funds. | ||
15. | Controlling Law . The Plan shall be interpreted under the laws of the State of Illinois, without regard to its conflicts of laws provisions, except to the extent that federal law preempts the laws of the State of Illinois. | |
16. | Plan Administrator . The Company is the Plan Administrator, and it shall have the authority to control and manage the operation of this Plan with the authority to construe and interpret the Plan, and to determine all questions of eligibility to participate in the Plan, in its sole discretion. | |
17. | Making a Claim. |
A. | Submission of a Claim . In order to claim a severance benefit under this Plan, a Key Executive need only advise the Plan Administrator in writing that the Key Executives employment with the Tenneco Companies has terminated and that the Key Executive claims a severance benefit under the Plan and of the mailing address to which the severance benefit or related correspondence is to be sent. | ||
B. | Denial of Claim . If a Key Executive has made a claim for benefits under this Plan and any portion of the claim is denied, the Plan Administrator will furnish the Key Executive with a written notice stating the specific reasons for the denial, specific reference to pertinent Plan provisions upon which the denial was based, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary, and a description of the Plans appeal procedures and time frames, including a statement of the Key Executives right to bring a civil action following an adverse decision on appeal. | ||
The claim will be deemed accepted if the Plan Administrator does not approve the claim and fails to notify the Key Executive within 90 days after receipt of the claim, plus any extension of time for processing the claim, not to exceed 90 additional days, as special circumstances require. To obtain an extension, the Plan Administrator must advise the Key Executive in writing during the initial 90 days if an extension is necessary, stating the special circumstances requiring the extension and the date by which the Key Executive can expect the Plan Administrators decision regarding the claim. | |||
C. |
Review Procedure
. Within 60 days after the date of written notice
denying any benefits, the Key Executive or the Key Executives authorized
representative may write the Plan Administrator requesting a review of that decision
by the Company Board or the Committee.
The request for review may contain such issues and comments as the Key Executive wishes to have considered in the review. The Key Executive |
18
may also review pertinent documents in the Plan Administrators possession. The
Company Board or the Committee will make a final determination with respect to the
claim as soon as practicable. The Plan Administrator will advise the Key Executive
of the determination in writing and will set forth the specific reasons for the
determination and the specific references to any pertinent Plan provisions upon
which the determination is based. The written notice will also contain a statement
that the Key Executive is entitled to receive, upon request and free of charge,
reasonable access to and copies of all documents, records, and other information
relevant to his or her claim. The Plan Administrator will also include in the
notice a statement describing any voluntary appeal procedures offered by the Plan
and the Key Executives right to obtain information about such procedures, and a
statement of the Key Executives right to bring an action under the Employee
Retirement Income Security Act of 1974, as amended.
The claim will be deemed accepted on review if the Plan Administrator fails to give the Key Executive written notice of final determination within 60 days receipt of the request for review, plus any extension of time for completing the review, not to exceed 60 additional days, as special circumstances require. To obtain an extension, the Plan Administrator must advise the Key Executive in writing during the initial 60 days if any extension is necessary, stating the special circumstances requiring the extension and the date by which the Key Executive can expect the Company Boards or the Committees decision regarding the review of the claim. |
18. | Legal Fees and Costs . In the event a Key Executive initiates legal action to enforce his or her right to any benefit under this Plan, the Company shall pay all reasonable legal fees and costs incurred by the Key Executive in connection with such legal action, provided that the Key Executive prevails on any material issue that is the subject of the legal action. If the prevailing party is the Key Executive, the payment or reimbursement of legal fees and costs shall be made no later than two and one-half months after the end of the calendar year in which the right to such payment or reimbursement is no longer subject to a substantial risk of forfeiture (as such term is described under Section 409A); except if the payment or reimbursement of legal fees and costs is a deferral of compensation (as such term is described under Section 409A), payment or reimbursement of such expenses shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year, nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing sentence, if the payment or reimbursement of legal fees and costs is a deferral of compensation and the Key Executive is a specified employee under Section 409A upon the Key Executives separation from service, payment or reimbursement of any legal |
19
fees and costs shall not be made until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. | ||
19. | Severability . If for any reason any provision or provisions of the Plan are determined invalid or unenforceable, the validity and effect of the other provisions of the Plan shall not be affected thereby. | |
20. | Notices . Any notice required or permitted under the Plan shall be given in writing and shall be deemed to have been effectively made or given if personally delivered, or if sent via U.S. mail or recognized overnight delivery service or sent via confirmed e-mail or facsimile to the other party at its address set forth below in this Section 20, or at such other address as such party may designate by written notice to the other party hereto. Any effective notice hereunder shall be deemed given on the date personally delivered, three business days after mailed via U.S. mail or one business day after it is sent via overnight delivery service or via confirmed e-mail or facsimile, as the case may be, to the following address: | |
If to the Company, the Company Board, any Tenneco Company or the Committee: | ||
Tenneco Inc.
500 North Field Drive Lake Forest, IL 60045 Attn. General Counsel Telephone No.: (847) 482-5053 Facsimile No.: (847) 482-5040 |
||
If to the Executive: | ||
At the most recent address on file with the Company. |
21. | Prohibition on Acceleration of Payments . |
22. | Section 409A . |
20
23. | Nonduplication. |
21
TENNECO INC. | ||||||
|
||||||
|
By | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its | Senior Vice President Global Administration | ||||
|
22
2
(a) | Participant Contributions . Participants are not required or permitted to make any contributions under the Plan. | ||
(b) | Employer Bonus Contributions . Each Employer shall make contributions to the Plan for each Plan Year (Employer Bonus Contributions) on behalf of each Participant for such Plan Year who was (i) paid a bonus under the Tenneco Automotive Value Added (TAVA) Plan (the Bonus Plan) from the Employer for such Plan Year or (ii) entitled to be paid a bonus under the Bonus Plan for such Plan Year but who elected to defer payment of such bonus under a deferred compensation plan maintained by an Employer or Related Company (the amounts described in clause (i) or (ii), as applicable, being referred to herein as the Bonus). The amount of the Employer Bonus Contribution made by an Employer for any Plan Year on behalf of any Participant shall be equal to (i) the |
3
Company Retirement Contribution percentage (or schedule of percentages) that applies to such Participant for such Plan Year under the Salaried ESOP (determined based on the percentage (or schedule of percentages) that applies to such Participant under the Salaried ESOP as of the first day of the Plan Year without regard to any amendment to such percentage (or schedule of percentages) during the Plan Year), multiplied by (ii) the Bonus. Employer Bonus Contributions shall be credited to the applicable Participants Accounts in accordance with subsection 4.1. | |||
(c) | Employer Retirement Contributions . Each Employer shall make contributions to the Plan for each Plan Year (Employer Retirement Contributions) on behalf of each of its employees who is a Participant in the Plan for such Plan Year and whose Company Retirement Contributions under the Salaried ESOP for such Plan Year are limited for such Plan Year by the limitations of section 401(a)(17) of the Code. The amount of Employer Retirement Contribution made by any Employer for any Plan Year on behalf of any Participant shall be equal to (i) the Company Retirement Contribution percentage (or schedule of percentages) that applies to such Participant for such Plan Year under the Salaried ESOP (determined based on the percentage (or schedule of percentages) that applies to such Participant under the Salaried ESOP as of the first day of the Plan Year without regard to any amendment to such percentage (or schedule of percentages) during the Plan Year), multiplied by (ii) the Participants Compensation (as defined in the Salaried ESOP, but without regard to the limitations of section 401(a)(17) of the Code)) for such Plan Year in excess of the limitations of section 401(a)(17) of the Code for such Plan Year. Employer Retirement Contributions shall be credited to the applicable Participants Accounts in accordance with subsection 4.1. |
4
(a) | first , charge to the Account balance the amount of any distributions under the Plan with respect to that Account that have not previously been charged; | ||
(b) | next , credit to the Account balance the amount of Employer Deferred Contributions made on behalf of the Participant in accordance with Section 3 since the preceding Accounting Date; and | ||
(c) | finally , adjust the Account balance for the applicable investment return in accordance with subsection 4.2. |
(a) | Amounts credited to a Participants Account in accordance with subsection 4.1 shall be adjusted as of each Accounting Date to reflect the value of an investment equal to the Participants Account balance in one or more assumed investments that the Administrative Committee offers from time to time and communicated to Participants (the Investment Funds), and which the Participant directs the Administrative Committee to use for purposes of adjusting his Account. Such amount shall be determined without regard to taxes that would be payable with respect to any such Investment Fund, but will be adjusted for any investment management or similar fee that is customarily paid with respect to the Investment Fund. | ||
(b) | To the extent permitted by the Administrative Committee, the Participant may elect to have different portions of his Account balance for any period adjusted on the basis of different Investment Funds and any election by a Participant with respect to an Investment Fund shall be subject to such rules and regulations established from time to time by the Administrative Committee. | ||
(c) | Notwithstanding the election by Participants of certain investments in specified Investment Funds and the adjustment of their Accounts based on such investment elections, the Plan does not require, and no trust or other instrument that may be maintained in connection with the Plan shall require, that any assets or amounts which are set aside in trust or otherwise for the purpose of paying Plan benefits shall actually be invested in the investment alternatives selected by Participants. | ||
(d) | Any change in the Participants investment direction shall be made in accordance with rules established by the Administrative Committee, shall apply prospectively only and shall be implemented as soon as practicable after the direction is received by the Administrative Committee. |
5
(a) | A Participants Termination Date shall mean the date on which his employment with the Employers and Related Companies terminates for any reason. Whether a Participant has had a termination of employment shall be interpreted and administered in all respects in accordance with section 409A of the Code and applicable regulations issued thereunder. | ||
(b) | A Participants Years of Service shall be equal to the number of Years of Service credited to him under the Salaried ESOP for purposes of vesting; provided, however, that if a Participant is not a participant in the Salaried ESOP, his Years of Service shall be determined in accordance with the foregoing, as if he were a participant in the Salaried ESOP. |
6
7
Application
|
A-1. This Supplement A to Tenneco Inc. Excess Benefit Plan shall apply as of January 15, 2007 to the benefits of Participant Gregg Sherrill (Sherrill). | |
|
||
Definitions
|
A-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement A. | |
|
||
Employer Retirement
Contributions |
A-3. Sherrill shall not be entitled to benefits pursuant to Section 3.2 of the Plan and, in lieu thereof, he shall be entitled to Employer Deferred Contributions under the Plan in accordance with this Section A-3. For each Plan Year, the amount of Employer Deferred Contributions to which Sherrill is entitled shall be determined in accordance with the following formula: | |
|
||
|
(a) his Total Compensation (as
defined below) for the Plan Year;
MULTIPLIED BY |
|
|
||
|
(b) the applicable percentage
from the following schedule:
|
Portion of the Plan Year that | % of Plan Eligible | |||
His Age is: | Compensation | |||
|
||||
54 but not 55 years
|
7.0 | % | ||
55 but not 60 years
|
8.5 | % | ||
60 years and over
|
10.0 | % |
|
MULTIPLIED BY | |
|
||
|
(c) 1.50; and
REDUCED BY |
|
|
||
|
(d) 2 percent of his Compensation
(provided that the provisions of this paragraph (d) shall not
apply for the period commencing on January 15, 1007 and ending
on January 14, 2008).
|
|
|
||
|
For purposes of this Supplement A, Total Compensation for any Plan Year means Sherrills Compensation for such Plan |
8
|
Year, determined (A) without regard to the limitations of section 401(a)(17) of the Code and (B) by adding the Bonus to the amount that would otherwise be Compensation for the Plan Year. Employer Deferred Contributions made on behalf of Sherrill for any Plan Year pursuant to this Supplement A shall be treated for all purposes under the Plan as Employer Deferred Contributions. | |
|
||
Other Terms of Plan
|
A-4. Except as otherwise provided in this Supplement A, the terms and conditions of the Plan shall apply to Sherrill. |
9
Application
|
B-1. This Supplement B to Tenneco Inc. Excess Benefit Plan shall apply as of January 15, 2007 to the benefits of Participant Kenneth Trammell (Trammell). | |
|
||
Definitions
|
B-2. Unless the context clearly implies or indicates the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement B. | |
|
||
Employer Retirement
Contributions |
B-3. Trammell shall not be entitled to benefits pursuant to Section 3.2 of the Plan and, in lieu thereof, he shall be entitled to Employer Deferred Contributions under the Plan in accordance with this Section B-3. For each Plan Year, the amount of Employer Deferred Contributions to which Trammell is entitled shall be determined in accordance with the following formula: | |
|
||
|
(a) his Total Compensation (as
defined below) for the Plan Year;
MULTIPLIED BY |
|
|
||
|
(b) the applicable percentage
from the following schedule:
|
Portion of the Plan Year that | % of Plan Eligible | |||
His Age is: | Compensation | |||
|
||||
45 but not 50 years
|
6.0 | % | ||
50 but not 55 years
|
7.0 | % | ||
55 but not 60 years
|
8.5 | % | ||
60 years and over
|
10.0 | % |
|
MULTIPLIED BY | |
|
||
|
(c) 2.0; and
REDUCED BY |
10
|
(d) his Compensation multiplied
by the applicable percentage from the following schedule:
|
Portion of the Plan Year that | % of Plan Eligible | |||
His Age is: | Compensation | |||
|
||||
45 but not 50 years
|
6.0 | % | ||
50 but not 55 years
|
7.0 | % | ||
55 but not 60 years
|
8.5 | % | ||
60 years and over
|
10.0 | % |
|
For purposes of this Supplement B, Total Compensation for any Plan Year means Trammells Compensation for such Plan Year, determined (A) without regard to the limitations of section 401(a)(17) of the Code and (B) by adding the Bonus to the amount that would otherwise be Compensation for the Plan Year. Employer Deferred Contributions made on behalf of Trammell for any Plan Year pursuant to this Supplement B shall be treated for all purposes under the Plan as Employer Deferred Contributions. | |
|
||
Other Terms of Plan
|
B-4. Except as otherwise provided in this Supplement B the terms and conditions of the Plan shall apply to Trammell. |
11
Date: December 20, 2007 | TENNECO INC. | |||
|
||||
|
||||
|
By: | /s/ Richard P. Schneider | ||
|
||||
|
||||
|
Its: | Senior Vice President Global Administration | ||
|
12
1. | By adding the following two paragraphs as new paragraphs K. and L., respectively, to Section 1, by redesignating the prior paragraphs K. and L. as paragraphs M. and N. of Section 1 and by redesignating the subsequent paragraphs of Section 1 appropriately: |
2. | By deleting paragraph C. of Section 3 in its entirety and substituting the following: |
3. | By deleting paragraph G. of Section 3 in its entirety and substituting the following: |
The Company shall provide each Key Executive with reasonable outplacement services consistent with past practices of the Company with respect to officers at such level prior to the Change in Control. The Company shall pay, or shall reimburse the Key Executive for, the costs and expenses of such outplacement services prior to the end of the second calendar year following the calendar year in which the Key Executives employment terminates. |
4. | By deleting paragraph H. of Section 3 in its entirety and substituting the following: |
5. | By adding the following new sentence at the end of the clause (ii) of Section 4: |
6. | By deleting Section 5 in its entirety and substituting the following: | ||
5. | Method of Payment . |
A. | The Company shall pay, or cause to be paid, the cash severance benefits under the Plan to the Key Executive in a single cash sum within 30 days following the later of the Key Executives separation from service as an employee with the Tenneco Companies and submission of a claim as required by Section 12 of the Plan, provided that the payment at such time can be characterized as a short-term deferral for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the payment cannot be so characterized, and the Key Executive is a specified employee under Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. Except for withholdings required by law to satisfy local, state, federal and foreign tax withholding requirements, and except as otherwise provided in Section 3(H) above, no offset nor any other reduction shall be taken in paying such benefit. |
B. | Reimbursement of expenses incurred by the Key Executive pursuant to Section 3(F) shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Internal Revenue Code. If the Key Executive is a specified employee under Section 409A, the full cost of the continuation or provision of life and disability plan coverages (but not health plan coverages) under Section 3(F) shall be paid by the Key Executive until the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service, and such cost shall be reimbursed by the Company to, or on behalf of, the Key Executive in a lump sum cash payment on the earlier to occur of the Key Executives death or the date that is six months and one day following the Key Executives separation from service. |
7. | By adding the following new paragraph to the end of Section 6: |
8. | By deleting the first paragraph of paragraph B. of Section 12 in its entirety and substituting the following: |
9. | By adding the following language at the end of the second paragraph of paragraph C. of Section 12: |
10. | By adding the following new sentences at the end of Section 13: |
11. | By adding the following new Section 15: |
15. | Prohibition on Acceleration of Payments . The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of the Plan may not be accelerated except as otherwise permitted under Section 409A. |
12. | By adding the following new Section 16: |
16. | Section 409A . The Plan and the benefits provided hereunder are intended to comply with Section 409A to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Tenneco Companies shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer the Plan so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Plan will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Key Executive (or any other individual claiming a benefit through the Key Executive) for any tax, interest, or penalties the Key Executive may owe as a result of participation in the Plan, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect any Key Executive from the obligation to pay any taxes pursuant to Code Section 409A. |
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
2
3
(a) | The prime rate of interest as reported by JPMorgan Chase Bank at the first day of each calendar month. | ||
(b) | Tenneco Inc. stock index account the amount of deferral will be invested in Tenneco Inc. stock equivalent unit account. Any investment in this account will be measured solely by the performance of the Companys common stock (including dividends that will be reinvested). Amounts credited to this account will be settled either in cash or, if the Company so elects, shares of the Companys common stock and will be offered under the Companys principal equity incentive plan then in effect. | ||
(c) | The return under certain investment funds chosen by the Company from time to time in its sole discretion, which shall be communicated to the Participants and Outside Directors. |
(a) | Subject to subsection (c) below, a Participants Deferred Amount, if any, as adjusted pursuant to Section 7, shall be paid in a single lump sum payment to the Participant, or the Participants beneficiary, within 60 days after the earlier to occur of: |
4
(i) | the termination of the Participants employment, or | ||
(ii) | the date specified for in-service distribution in the applicable Deferral Election made by the Participant, if any. |
(b) | An Outside Directors Deferred Compensation Account, as adjusted pursuant to Section 7, shall be settled within 60 days after the Outside Directors separation from service with the Company. For purposes of the Plan, the term separation from service, shall mean a separation from service under Code Section 409A. | ||
(c) | Notwithstanding Section 8(a), with respect to any Participant who is a specified employee under Code Section 409A, payment of such Participants Deferred Amount upon a termination of employment shall be delayed until the earlier to occur of the Participants death or the date that is six months and one day following the Participants termination of employment. For purposes of the Plan, the terms terminated employment, termination of employment, separation from service, and variations thereof, as used in the Plan, are intended to mean a termination of employment that constitutes a separation from service under Code Section 409A. | ||
(d) | A Participant may elect (a Distribution Change Election) to delay the specified date in-service distribution of a Deferred Amount credited to such Participants Deferred Compensation Account for a given calendar year to a subsequent time, provided that the Distribution Change Election is filed with, and acceptable to, the Committee, and such Distribution Change Election (i) is made at least 12 months before the date the payment is otherwise scheduled to be paid, (ii) shall not be effective until at least 12 months after it is filed with the Committee, and (iii) shall defer payment of such Deferred Amount for at least five years from the date payment would otherwise have been made (but no later than the Participants termination of employment, except as otherwise provided in subsection (c) above). A Participants Distribution Change Election shall be irrevocable when filed with the Committee. A Participant may not make more than one Distribution Change Election with respect to any Deferred Amount credited to such Participants Deferred Compensation Account for a given calendar year. |
5
(a) | Except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder, the time or schedule of any |
6
payment or amount scheduled to be paid pursuant to the Plan may not be accelerated. | |||
(b) | The Plan and the benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company and the Committee intend to administer the Plan so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Plan will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Participant or Outside Director (or any other individual claiming a benefit through a Participant or Outside Director) for any tax, interest, or penalties the Participant or Outside Director may owe as a result of participation in the Plan, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect any Participant or Outside Director from the obligation to pay any taxes pursuant to Code Section 409A. |
7
TENNECO INC. | ||||||
|
||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
8
1. | By adding the following sentence to the end of Section 5.2(f): |
2. | By adding the following sentence to the end of Section 5.5: |
3. | By deleting the first sentence of Section 5.6 in its entirety and substituting the following: |
4. | By deleting the third sentence of Section 5.7 in its entirety. |
5. | By adding the following new Article 10: |
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
1. | By deleting the first paragraph of Section 4 of the Plan in its entirety and substituting the following: |
2. | By adding the following new Section 12: |
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
||||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
1. | By deleting the first paragraph of Section 4 of the Plan in its entirety and substituting the following: |
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
||||||
|
Its: | Senior Vice President Global Administration | ||||
|
|
1. | By substituting the following for the definition of Retirement in Section 2: |
2. | By deleting the last sentence Section 6(a) in its entirety and substituting the following: |
3. | By adding the following new Section 9: |
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
||||||
|
Its: | Senior Vice President - Global Administration | ||||
|
|
1. | By deleting the paragraph of the Agreement captioned Perquisite Allowance in its entirety and substituting the following: |
2. | By deleting the paragraph of the Agreement captioned Severance in its entirety and substituting the following: |
3. | By adding the following two new paragraphs immediately at the end of the Agreement: |
1
4. | Except as modified herein the Agreement shall remain in full force and effect. |
2
Tenneco Inc. | ||||
|
By: | /s/ Richard P. Schneider | ||
|
||||
|
Its: | Senior Vice President - Global Administration | ||
|
||||
/s/ Gregg Sherrill | ||||
Gregg Sherrill |
3
1. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Annual Bonus: |
2. | By deleting the paragraph of the Agreement captioned Perquisite Allowance in its entirety and substituting the following: |
3. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Change in Control: |
1
4. | By deleting the paragraph of the Agreement captioned Severance in its entirety and substituting the following: |
5. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Tax Gross-Up Payment: |
6. | By adding the following two new paragraphs immediately at the end of the Agreement: |
2
7. | By adding the following new paragraph at the end of the section captioned Tax Equalization in Exhibit A: |
8. | Except as modified herein the Agreement shall remain in full force and effect. |
3
Tenneco Inc. | ||||||
By: | /s/ Richard P. Schneider | |||||
|
||||||
Its: | Senior Vice President - Global Administration | |||||
/s/ Hari Nair | ||||||
Hari Nair |
4
1. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Annual Bonus: |
2. | By deleting the paragraph of the Agreement captioned Perquisite Allowance in its entirety and substituting the following: |
3. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Change in Control: |
1
4. | By deleting the paragraph of the Agreement captioned Severance in its entirety and substituting the following: |
5. | By adding the following new sentence to the end of the paragraph of the Agreement captioned Tax Gross-Up Payment: |
6. | By adding the following two new paragraphs immediately at the end of the Agreement: |
2
7. | Except as modified herein the Agreement shall remain in full force and effect. |
3
Tenneco Inc. | ||||||
|
||||||
|
By: | /s/ Richard P. Schneider | ||||
|
|
|||||
|
Its: | Senior Vice President - Global Administration | ||||
|
|
|||||
|
||||||
/s/ Timothy E. Jackson | ||||||
Timothy E. Jackson |
4
Page | ||||
ARTICLE I. PURCHASE ARRANGEMENTS
|
2 | |||
|
||||
Section 1.1 Purchase Facility
|
2 | |||
Section 1.2 Increases
|
3 | |||
Section 1.3 Decreases
|
4 | |||
Section 1.4 Payment Requirements
|
4 | |||
|
||||
ARTICLE II. PAYMENTS AND COLLECTIONS
|
5 | |||
|
||||
Section 2.1 Payments
|
5 | |||
Section 2.2 Collections Prior to Amortization
|
5 | |||
Section 2.3 Collections Following Amortization
|
6 | |||
Section 2.4 Application of Collections
|
7 | |||
Section 2.5 Payment Rescission
|
7 | |||
Section 2.6 Maximum Purchaser Interests
|
8 | |||
Section 2.7 Clean Up Call
|
8 | |||
|
||||
ARTICLE III. CONDUIT FUNDING
|
8 | |||
|
||||
Section 3.1 CP Costs
|
8 | |||
Section 3.2 CP Costs Payments
|
8 | |||
Section 3.3 Calculation of CP Costs
|
8 | |||
|
||||
ARTICLE IV. COMMITTED PURCHASER FUNDING
|
8 | |||
|
||||
Section 4.1 Committed Purchaser Funding
|
8 | |||
Section 4.2 Yield Payments
|
9 | |||
Section 4.3 Selection and Continuation of Tranche Periods
|
9 | |||
Section 4.4 Committed Purchaser Discount Rates
|
9 | |||
Section 4.5 Suspension of the LIBO Rate
|
9 | |||
Section 4.6 Liquidity Agreement Fundings
|
10 | |||
|
||||
ARTICLE V. REPRESENTATIONS AND WARRANTIES
|
11 | |||
|
||||
Section 5.1 Representations and Warranties of the Seller Parties
|
11 | |||
Section 5.2 Committed Purchaser Representations and Warranties
|
14 | |||
|
||||
ARTICLE VI. CONDITIONS OF PURCHASES
|
15 | |||
|
||||
Section 6.1 Conditions Precedent to Amendment and Restatement
|
15 | |||
Section 6.2 Conditions Precedent to All Purchases and Reinvestments
|
15 | |||
|
||||
ARTICLE VII. COVENANTS
|
16 | |||
|
||||
Section 7.1 Affirmative Covenants of the Seller Parties
|
16 | |||
Section 7.2 Negative Covenants of the Seller Parties
|
22 | |||
|
||||
ARTICLE VIII. ADMINISTRATION AND COLLECTION
|
24 | |||
|
||||
Section 8.1 Designation of Servicer
|
24 | |||
Section 8.2 Duties of Servicer
|
24 | |||
Section 8.3 Collection Notices
|
25 | |||
Section 8.4 Responsibilities of Seller
|
26 | |||
Section 8.5 Portfolio Reports
|
26 | |||
Section 8.6 Servicing Fees
|
26 | |||
|
||||
ARTICLE IX. AMORTIZATION EVENTS
|
26 | |||
|
||||
Section 9.1 Amortization Events
|
26 |
Page | ||||
Section 9.2 Remedies
|
28 | |||
|
||||
ARTICLE X. INDEMNIFICATION
|
29 | |||
|
||||
Section 10.1 Indemnities by the Seller Parties
|
29 | |||
Section 10.2 Increased Cost and Reduced Return
|
31 | |||
Section 10.3 Other Costs and Expenses
|
32 | |||
|
||||
ARTICLE XI. THE AGENTS
|
33 | |||
|
||||
Section 11.1 Appointment
|
33 | |||
Section 11.2 Delegation of Duties
|
34 | |||
Section 11.3 Exculpatory Provisions
|
34 | |||
Section 11.4 Reliance by Agents
|
34 | |||
Section 11.5 Notice of Seller Defaults
|
34 | |||
Section 11.6 Non-Reliance on Other Agents and Purchasers
|
35 | |||
Section 11.7 Indemnification of Agents
|
35 | |||
Section 11.8 Agents in their Individual Capacities
|
36 | |||
Section 11.9 UCC Filings
|
36 | |||
Section 11.10 Successor Agents
|
36 | |||
|
||||
ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS
|
37 | |||
|
||||
Section 12.1 Assignments
|
37 | |||
Section 12.2 Participations
|
38 | |||
|
||||
ARTICLE XIII. TERMINATING COMMITTED PURCHASERS
|
38 | |||
|
||||
Section 13.1 Terminating Committed Purchasers
|
38 | |||
|
||||
ARTICLE XIV. MISCELLANEOUS
|
39 | |||
|
||||
Section 14.1 Waivers and Amendments
|
39 | |||
Section 14.2 Notices
|
40 | |||
Section 14.3 Ratable Payments
|
41 | |||
Section 14.4 Protection of Ownership Interests of the Purchasers
|
41 | |||
Section 14.5 Confidentiality
|
42 | |||
Section 14.6 Bankruptcy Petition
|
42 | |||
Section 14.7 Limitation of Liability
|
42 | |||
Section 14.8 CHOICE OF LAW
|
43 | |||
Section 14.9 CONSENT TO JURISDICTION
|
43 | |||
Section 14.10 WAIVER OF JURY TRIAL
|
43 | |||
Section 14.11 Integration; Binding Effect; Survival of Terms
|
44 | |||
Section 14.12 Counterparts; Severability; Section References
|
44 | |||
Section 14.13 Co-Agent Roles
|
44 | |||
Section 14.14 Characterization
|
45 |
Exhibit I
|
Definitions | |
|
||
Exhibit II
|
Form of Purchase Notice | |
|
||
Exhibit III
|
Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) | |
|
||
Exhibit IV
|
Names of Collection Banks; Collection Accounts | |
|
||
Exhibit V
|
Form of Compliance Certificate | |
|
||
Exhibit VI
|
[Intentionally Omitted] | |
|
||
Exhibit VII
|
[Intentionally Omitted] | |
|
||
Exhibit VIII
|
Credit and Collection Policy | |
|
||
Exhibit IX
|
Form of Daily Report | |
|
||
Exhibit X
|
Form of Monthly Report | |
|
||
Exhibit XI
|
Form of Performance Undertaking | |
|
||
Schedule A
|
Commitments | |
|
||
Schedule B
|
Closing Documents |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
By: | /s/ John E. Kunz | |||||
Name: | John E. Kunz | |||||
Title: | President and Treasurer | |||||
Address: | 500 North Field Drive | |||||
Lake Forest, IL 60045 | ||||||
|
||||||
|
Attention: | John E. Kunz | ||||
|
Phone: | (847) 482-5163 | ||||
|
Fax: | (847) 482-5125 |
46
By:
|
/s/ John M. Kuhns | |||
|
|
Address:
|
c/o JP Morgan Chase Bank, N.A., as Agent | |||||
|
Asset Backed Securities | |||||
|
Suite IL1-1729 | |||||
|
1 Bank One Plaza | |||||
|
Chicago, Illinois 60670-1729 | |||||
|
Fax: (312) 732-1844 |
By:
|
/s/ John M. Kuhns | |||
Name:
|
|
|||
Title:
|
Vice President |
Address:
|
JPMorgan Chase Bank, N.A. | |||
|
Asset Backed Securities | |||
|
Suite IL1-1729 | |||
|
1 Bank One Plaza | |||
|
Chicago, Illinois 60670-1729 | |||
|
Fax: (312) 732-4487 |
47
By:
|
/s/ Bernard J. Angelo | |||
Name:
|
|
|||
Title:
|
Vice President | |||
Address:
|
48
By:
|
/s/ Michael Eden | |||
Name:
|
|
|||
Title:
|
Director | |||
|
||||
Address:
|
49
50
51
52
53
54
where: | |||
SF | = at any time while the long-term debt of Tenneco Automotive is rated at least B by S&P and at least B2 by Moodys, 2.25, and (b) at all other times, 2.50; | ||
ED | = Expected Dilution; |
55
DS |
= Dilution Spike;
|
||
DHR | = Dilution Horizon Ratio; and | ||
NRB | = Net Receivables Balance. |
56
57
58
59
60
61
62
63
|
C | |||
|
||||
|
NRB AR |
where: | |||
C | = the Capital of such Purchaser Interest. | ||
AR | = the Aggregate Reserves. | ||
NRB | = the Net Receivables Balance. |
64
65
66
67
68
69
Purchase Price (Total):
|
$ | |||
|
||||
Jupiter Groups Percentage of Purchase Price:
|
$ | |||
|
||||
Liberty Street Groups Percentage of Purchase
Price:
|
$ | |||
|
||||
Date of Purchase:
|
70
Requested Discount Rate:
|
[LIBO Rate] [Prime Rate] [Transaction Rate] | |
|
[Pooled Commercial Paper rate] |
Very truly yours, | ||||||
|
||||||
TENNECO AUTOMOTIVE RSA
COMPANY,
a Delaware corporation |
||||||
|
||||||
|
By: | |||||
|
Name: |
|
||||
|
Title: |
71
A. | Tenneco Operating: |
B. | Seller: |
Federal Employer Identification Number:
|
||
|
||
A.
Tenneco Operating:
|
74-1933558 | |
B. Seller:
|
76-0589054 | |
|
||
Prior Legal Names (in past 5 years):
|
||
|
||
A. Tenneco Operating:
|
Monroe Auto Equipment Company | |
|
Tenneco Automotive Inc. | |
B. Seller:
|
n/a | |
|
||
Trade and Assumed Names:
|
||
|
||
A. Tenneco Operating:
|
EZ Ride or any variation thereof | |
|
MAECO or any variation thereof | |
|
Monroe or any variation thereof | |
|
Walker or any variation thereof | |
|
Precision Modular Assembly | |
|
Rancho Ind or any variation thereof | |
|
Regal Ride or any variation thereof | |
|
Tenneco or any variation thereof | |
|
NAPA Shocks | |
|
DeKoven any variation thereof | |
|
Tennessee Gas Pipeline |
72
|
||
|
DynoMax
NAPA Mufflers NAS-Walker Manufacturing |
|
|
National Account Sales
Performance Industries Inc. |
|
|
Perfection and any variation thereof | |
|
Thrush and any variation thereof | |
B. Seller:
|
n/a |
73
Lockbox Address | Related Collection Account | |||
[All Collections Accounts are at Bank of America, | ||||
N.A. in Chicago, IL] | ||||
P.O. Box 98071
|
8188303123 | |||
Chicago, Illinois 60693
|
||||
P.O. Box 7498
|
8188303123 | |||
Chicago, Illinois 60693
|
||||
P.O. Box 96919
|
8188302831 | |||
Chicago, Illinois 60693
|
||||
P.O. Box 98738
|
8188903120 | |||
Chicago, Illinois 60693
|
||||
P.O. Box 98990
|
8188302034 | |||
Chicago, Illinois 60693
|
||||
P.O. Box 99584
|
8188902036 | |||
Chicago, Illinois 60693
|
||||
Tenneco Automotive RSA
|
8188504150 | |||
Company Concentration Account
|
||||
Tenneco Automotive RSA
|
8188504150 | |||
Company Investment Sweep
Account
|
74
75
76
77
78
79
80
81
Daily Report
Clevite
Monroe
Walker
Total
Daily Update
Daily Update
Daily Update
A. Portfolio Information:
Previously reported Ending Gross Receivables Balance:
plus:
$
minus:
minus:
minus:
minus:
plus:
plus:
$
$
$
$
Daily Update
Daily Update
Daily Update
####
####
####
####
####
####
####
####
$
0
%
$
0
%
$
0
%
$
####
Query
Query
Query
Order
Order
Order
C. Calculation of Eligible Receivables:
From A:
$
$
$
$
Less:
1
1
6
(For all of the remaining, use only the amount < [60] days past due)
Less:
2
2
1
(For all of the remaining, use only the amount < [60] days past due, not included in the cross-age)
Less:
8
8
2
Less:
7
7
7
Less:
9
9
9
Less:
11
11
12
Less:
3
3
3
Less:
10
10
13
Less:
5
5
4
Less:
14
14
14
Less:
12
12
10
Less:
6
6
8
Less:
4
4
5
Less:
13
13
11
Less:
Less:
$
$
$
$
Total | ||||||||||||||
D. Calculation of Net Receivables Balance: | ||||||||||||||
From C:
|
Eligible Receivables (ER): | $ | ||||||||||||
Less:
|
Excess Concentrations | |||||||||||||
Less:
|
Warranty Reserve | |||||||||||||
Less:
|
Pass Through Reserve | |||||||||||||
Less:
|
Price Give Back Reserve | |||||||||||||
|
||||||||||||||
|
Net Receivables Balance: | $ | ||||||||||||
|
||||||||||||||
E. Calculation of Available Funding Amount | ||||||||||||||
From D:
|
Net Receivables Balance (NRB): | |||||||||||||
less:
|
Loss Reserve (minimum 18%) | 18.00 | % | | ||||||||||
|
Dilution Reserve | 11.06 | % | | ||||||||||
|
Servicing/Yield Reserve 2.0% | 2.00 | % | | ||||||||||
|
||||||||||||||
|
Available Funding Amount: | | ||||||||||||
|
||||||||||||||
F. Excess Concentration Computation (to D. above) | ||||||||||||||
|
Concentration limit | |
Less | Special | ||||||||||||||||||||||||||||
Pass Through | Concentration | Excess | |||||||||||||||||||||||||||
Clevite | Monroe | Walker | Clevite | Monroe | Walker | Reserve | Total | Limit | Concentrations | ||||||||||||||||||||
Ford
|
Ford | Ford | $ | | 7 | % | $ | ||||||||||||||||||||||
|
NAPA | NAPA | | 6 | % | | |||||||||||||||||||||||
|
Advance Stores | Advance Stores | | 6 | % | | |||||||||||||||||||||||
GM
|
GM | GM | | 7 | % | | |||||||||||||||||||||||
|
Toyota | | 7 | % | | ||||||||||||||||||||||||
Chrysler
|
Chrysler | Chrysler | | 7 | % | | |||||||||||||||||||||||
|
Nissan | Nissan | | 6 | % | | |||||||||||||||||||||||
|
Ozark Automotive | Ozark Automotive | | 6 | % | | |||||||||||||||||||||||
|
Honda | | 6 | % | | ||||||||||||||||||||||||
|
CSK | CSK | | 6 | % | | |||||||||||||||||||||||
|
Sears | | 7 | % | | ||||||||||||||||||||||||
|
Uni-Select | Uni-Select | | 6 | % | | |||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
|
$ | $ | $ | | $ | | $ | | $ |
4
.
Aggregate Receivable Interests
≤
100
%
|
||||
(a) Aggregate Capital Outstanding
|
$ | 90,000,000 | ||
(b) Aggregate Reserves
|
$ | |||
(c) Net Receivables Balance
|
$ | |||
(d) (a+b)/c
|
#DIV/0! | |||
|
||||
5
.
Increase (decrease) in Capital
:
|
||||
(a) Maximum supportable Capital (Max $90 million)
|
$ | |||
(b) Aggregate Capital Outstanding
|
$ | 90,000,000 | ||
(c) Additional Funding Available
|
$ | |||
Liberty Street
|
||||
Falcon
|
||||
(d) Requested Increase in Capital
|
$- Check: | |||
Liberty Street
|
||||
Falcon
|
||||
(e) Required Paydown
|
$ | |||
Liberty Street
|
||||
Falcon
|
||||
(f) Requested Paydown (rounded)
|
$ | (13,500,000 | ) | |
Liberty Street
|
||||
Falcon
|
||||
(g) Capital Outstanding post-settlement
|
$ | 76,500,000 |
2
Signed by: | ||||
|
|
|||
|
Risk Manager |
3
82
83
84
85
86
87
88
89
90
91
92
93
94
2
3
4
5
6
2
3
4
5
6
2
3
4
5
6
2
3
4
5
6
7
2
3
4
5
6
2
3
4
5
6
2
3
1
2
3
5
6
2
3
4
5
6
7
2
3
4
5
Monthly Report
Monthly Report
Less
Special
Pass Through
Concentration
Excess
Clevite
Monroe
Walker
Clevite
Monroe
Walker
Reserve
Total
Limit
Concentrations
Ford
Ford
NAPA
NAPA
Advance Stores
Advance Stores
GM
GM
Toyota
Chrysler
Chrysler
Nissan
Nissan
Ozark Automotive
Ozark Automotive
Honda
CSK
CSK
Sears
Uni-Select
Uni-Select
$
$
$
$
$
$
Monthly Report
2 Months Prior
Prior Month
Current Month
3 Month Average
4.00
%
#DIV/0!
#DIV/0!
12.50
%
Yes
3.50
%
Yes
Monthly Report
Assistant Treasurer
1.
Tenneco Automotive Operating Company, a Delaware corporation (
Tenneco Operating
), and
Recipient have entered into a Receivables Sale Agreement, dated as of October 31, 2000, and
The Pullman Company, a Delaware corporation (
Pullman
), and Recipient have entered into a
Receivables Sale Agreement, dated as of December 27, 2000 (each of the foregoing, as amended,
restated or otherwise modified from time to time, a
Sale Agreement
and collectively, the
Sale Agreements
), pursuant to which Tenneco Operating or Pullman, as the case may be, is
selling and/or contributing its right, title and interest in its accounts receivable to
Recipient subject to the terms and conditions contained therein.
2.
Performance Guarantor owns, directly or indirectly, one hundred percent (100%) of the capital
stock of Tenneco Operating, Pullman and Recipient, and each of Tenneco Operating and Pullman
(and, accordingly, Performance Guarantor) is expected to receive substantial direct and
indirect benefits from their sale or contribution of receivables to Recipient pursuant to the
Sale Agreements (which benefits are hereby acknowledged).
3.
As an inducement for Recipient to acquire Pullmans accounts receivable, and to continue to
acquire Tenneco Operatings accounts receivable, pursuant to the Sale Agreements, Performance
Guarantor has agreed to guaranty the due and punctual performance by each of Tenneco Operating
and Pullman of its obligations under the applicable Sale Agreement, as well as Tenneco
Operatings Servicing Related Obligations (as hereinafter defined).
4.
Performance Guarantor wishes to guaranty the due and punctual performance by (a) Tenneco
Operating of its obligations to Recipient under or in respect of the Sale Agreement to which
Tenneco Operating is a party and its Servicing Related Obligations (as hereinafter defined),
as provided herein, and (b) Pullman of its obligations to Recipient under or in respect of the
Sale Agreement to which Pullman is a party.
TENNECO AUTOMOTIVE INC., a Delaware
corporation
By:
Name:
Title:
Address for Notices:
500 North Field Drive
Lake Forest, IL 60045
Attention:
John E. Kunz
Phone:
(847) 482-5163
Fax:
(847) 482-5125
Group
Committed Purchaser
Commitment
JPMorgan Chase Bank, N.A.
$
51,000,000
The Bank of Nova Scotia, New York Agency
$
40,800,000
PURCHASE AGREEMENT
Group
Committed Purchaser
Commitment
JPMorgan Chase Bank, N.A.
$
65,000,000
The Bank of Nova Scotia,
New York Agency
$
50,000,000
JUPITER SECURITIZATION CORPORATION
/s/ John M. Kuhns
/s/ John M. Kuhns
John M. Kuhns
Vice President
LIBERTY STREET FUNDING CORP.
/s/ Bernard J. Angelo
Bernard J. Angelo
Vice President
/s/ Norman Last
Norman Last
Managing Director
/s/ John E. Kunz
John E. Kunz
President and Treasurer
a Delaware corporation
/s/ Gary Silha
Gary Silha
Assistant Treasurer
TENNECO AUTOMOTIVE INC., a Delaware corporation
/s/ John E. Kunz
John E. Kunz
Vice President and Treasurer
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
/s/ John Kuhns
John Kuhns
Vice President
/s/ John Kuhns
John Kuhns
Vice President
LIBERTY STREET FUNDING CORP.
/s/ Bernard J. Angelo
Bernard J. Angelo
Vice President
/s/ Norman Last
Norman Last
Managing Director
TENNECO AUTOMOTIVE
RSA COMPANY,
a Delaware corporation
/s/ John E. Kunz
John E. Kunz
President and Treasurer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation
/s/ Gary Silha
Gary Silha
Assistant Treasurer
THE PULLMAN COMPANY,
a Delaware corporation.
/s/ Gary Silha
Gary Silha
Assistant Treasurer
TENNECO AUTOMOTIVE INC.,
a Delaware corporation
/s/ John E. Kunz
John E. Kunz
Vice President and Treasurer
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
Co-Agents, the
Agents
).
JUPITER SECURITIZATION CORPORATION
By: JPmorgan Chase Bank,
N.A.,
its attorney-in-fact
/s/ John Kuhns
Name: John Kuhns
Title: Vice President
/s/ John Kuhns
Name: John Kuhns
Title: Vice President
LIBERTY STREET FUNDING CORP.
/s/ Bernard J Angelo
Bernard J Angelo
Vice President
Name:
/s/ J. ALAN EDWARDS
MANAGING DIRECTOR
TENNECO AUTOMOTIVE
RSA COMPANY,
a Delaware corporation
/s/ John E. Kunz
Name: John E. Kunz
Title: Vice President and Treasurer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation
/s/ Gary Silha
Name: Gary Silha
Title: Assistant Treasurer
THE PULLMAN COMPANY,
a Delaware corporation
/s/ Gary Silha
Name: Gary Silha
Title: Assistant Treasurer
TENNECO AUTOMOTIVE INC.,
a Delaware corporation
/s/ John E. Kunz
Name: John E. Kunz
Title: Vice President and Treasurer
PURCHASE AGREEMENT
Lockbox Address
Related Collection account
[The following Collection Accounts are at The
Bank of Nova Scotia in Toronto, ON]
Toronto, Ontario, Canada
M5W 1P8
476960055719
Toronto, Ontario, Canada
M5W 1P8
476960055816
Lockbox Address
Related Collection Account
[The following Collection Accounts are at The
Bank of Nova Scotia in Toronto, ON]
Electronic Receipt Account
476960055913
Electronic Receipt Account
476960056014
476960055611
Group
Committed Purchaser
Commitment
JPMorgan Chase Bank, N.A.
$
56,000,000
The Bank of Nova Scotia,New York Agency
$
44,000,000
JUPITER SECURITIZATION CORPORATION
By:
JPMorgan Chase Bank, N.A., Its Attorney-In-Fact
Name:
/s/ John M. Kuhns
Vice President
JPMORGAN CHASE BANK, N.A.,
As a Committed Purchaser, As Jupiter Agent And
As Administrative Agent
Name:
/s/ John M. Kuhns
Vice President
LIBERTY STREET FUNDING CORP.
Name:
/s/ Bernard J. Angelo
Vice President
THE BANK OF NOVA SCOTIA,
as
a Committed Purchaser and as Liberty Street
Agent
Name:
/s/ J. ALAN EDWARDS
MANAGING DIRECTOR
TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation
/s/ John E. Kunz
President and Treasurer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation
/s/ Gary Silha
Assistant Treasurer
By its signature below, the undersigned hereby consents to the terms of the foregoing Amendment and
hereby confirms that its Performance Undertaking remains unaltered and in full force and effect;
TENNECO INC.,
a Delaware corporation
/s/ John E. Kunz
Vice President and Treasurer
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Vice President
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Vice President
LIBERTY STREET FUNDING CORP.
By:
/s/ BERNARD J. ANGELO
Name:
Bernard J. Angelo
Title:
Vice President
THE BANK OF NOVA SCOTIA,
as a Committed Purchaser And As Liberty Street Agent
By:
/s/ J. ALAN EDWARDS
Name:
J. ALAN EDWARDS
Title:
MANAGING DIRECTOR
TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
President and Treasurer
TENNECO AUTOMOTIVE OPERATING
COMPANY INC.,
a Delaware corporation
By:
/s/ Gary Silha
Name:
Gary Silha
Title:
Assistant Treasurer
TENNECO INC.,
a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
Vice President and Treasurer
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser, as Jupiter Agent and as Administrative
Agent
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Vice President
LIBERTY STREET FUNDING CORP.
By:
/s/ Jill A. Gordon
Name:
Jill A. Gordon
Title:
Vice President
THE BANK OF NOVA
SCOTIA,
as a Committed
Purchaser and as Liberty Street Agent
By:
/s/ DARREN WARD
Name:
DARREN WARD
Title:
DIRECTOR
TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
President and Treasurer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
, a Delaware corporation
By:
/s/ Gary Silha
Name:
Gary Silha
Title:
Assistant Treasurer
TENNECO INC.,
a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
Vice President, Treasurer and Tax
PURCHASE AGREEMENT AND WAIVER
By: JPMorgan Chase Bank, N.A., Its Attorney-In-Fact
Name:
/s/ Cathleen D. Dettling
Vice President
JPMORGAN CHASE BANK,
N.A.,
as a Committed Purchaser,
as Jupiter Agent and as Administrative Agent
/s/ Cathleen D. Dettling
Cathleen D. Dettling
Vice President
a Delaware corporation
Name:
/s/ John E. Kunz
President and Treasurer
TENNECO AUTOMOTIVE
OPERATING COMPANY INC.,
a Delaware corporation
Name:
/s/ John E. Kunz
Vice President and Treasurer
Name:
/s/ John E. Kunz
Vice President Treasurer & Tax
/s/ Jill A. Gordon
Jill A. Gordon
Vice President
THE BANK OF NOVA SCOTIA
, as a Committed Purchaser
and as
LIBERTY STREET
Agent
Name:
/s/ Darren Ward
Director
PURCHASE AGREEMENT
Purchase Limit
means $120,000,000.
Group
Committed
Purchaser
Commitment
Falcon Group
JPMorgan Chase Bank, N.A
$67,200,000
Liberty Street Group
The Bank of Nova Scotia,
New York Agency
$52,800,000
FALCON ASSET SECURITIZATION COMPANY LLC
By: JPMorgan Chase
Bank, N.A., Its Attorney-In-Fact
Name:
/s/ Cathleen D. Dettling
Vice President
JPMORGAN CHASE BANK,
N.A.
, as a Committed Purchaser,
as Falcon Agent and as Administrative Agent
/s/ Cathleen D. Dettling
Cathleen D. Dettling
Vice President
THE BANK OF NOVA
SCOTIA
, as a Committed Purchaser
and as Liberty Street Agent
Name:
/s/ J. Alan Edwards
Managing Director
LIBERTY STREET FUNDING LLC
/s/ J. Alan Edwards
J. Alane Dwards
Managing Director
TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation
/s/ John E. Kunz
John E. Kunz
President and Treasurer
TENNECO AUTOMOTIVE OPERATING COMPANY INC.,
a Delaware corporation
/s/ Gary Silha
Gary Silha
Assistant Treasurer
TENNECO INC
.,
a Delaware corporation
/s/ John E. Kunz
John E. Kunz
Vice President Treasurer and Tax
RECEIVABLES PURCHASE AGREEMENT
FALCON ASSET SECURITIZATION
COMPANY LLC
BY:
JPMorgan Chase Bank, N.A., Its
Attorney-In-Fact
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Executive Director
JPMORGAN CHASE BANK,
N.A.
, as a
Committed Purchaser, as Falcon Agent and as
Administrative Agent
By:
/s/ John M. Kuhns
Name:
John M. Kuhns
Title:
Executive Director
THE BANK OF NOVA
SCOTIA
, as a
Committed Purchaser and as Liberty Street Agent
By:
Name:
/s/ Darren Ward
Title:
Director
LIBERTY STREET FUNDING LLC
By:
/s/ Jill A. Russo
Name:
Jill A. Russo
Title:
Vice President
TENNECO AUTOMOTIVE
RSA COMPANY
,
a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
President and Treasurer
TENNECO AUTOMOTIVE OPERATING
COMPANY INC.,
a Delaware corporation
By:
/s/ Gary Silha
Name:
Gary Silha
Title:
Assistant Treasurer
TENNECO INC.
, a Delaware corporation
By:
/s/ John E. Kunz
Name:
John E. Kunz
Title:
Vice President Treasurer & Tax
RECEIVABLES PURCHASE AGREEMENT
Consolidated Net
Period
Leverage Ratio
4.25 to 1.00
5.50 to 1.00
7.35 to 1.00
7.90 to 1.00
6.60 to 1.00
5.50 to 1.00
5.00 to 1.00
4.75 to 1.00
4.50 to 1.00
4.00 to 1.00
3.75 to 1.00
3.50 to 1.00
3.50 to 1.00
Consolidated
Interest
Period
Coverage Ratio
2.10 to 1.00
2.25 to 1.00
1.85 to 1.00
1.55 to 1.00
1.60 to 1.00
Consolidated
Interest
Period
Coverage Ratio
2.00 to 1.00
2.25 to 1.00
2.30 to 1.00
2.35 to 1.00
2.55 to 1.00
2.55 to 1.00
2.55 to 1.00
2.75 to 1.00
Group
Committed Purchaser
Commitment
JPMorgan Chase Bank, N.A.
$
57,120,000
The Bank of Nova Scotia,
New York Agency
$
44,880,000
FALCON ASSET SECURITIZATION
COMPANY LLC
BY: JPMorgan Chase Bank, N.A., Its Attorney-In-Fact
By:
Name:
/s/ John M. Kuhns
Title:
Executive Director
JPMORGAN CHASE BANK, N.A.,
as a
Committed Purchaser, as Falcon Agent and as
Administrative Agent
By:
Name:
/s/ John M. Kuhns
Title:
Executive Director
THE BANK OF NOVA SCOTIA,
as a
Committed Purchaser and as Liberty Street Agent
By:
Name:
/s/ J. Alan Edwards
Title:
Managing Director
LIBERTY STREET FUNDING LLC
By:
Name:
/s/ Jill A. Russo
Title:
Vice President
TENNECO AUTOMOTIVE RSA COMPANY,
a Delaware corporation
By:
Name:
/s/ John E. Kunz
Title:
Pesident and Treasurer
TENNECO AUTOMOTIVE OPERATING
COMPANY INC.
, a Delaware corporation
By:
Name:
/s/ Gary Silha
Title:
Assistant Treasurer
TENNECO INC.
, a Delaware corporation
By:
Name:
/s/ John E. Kunz
Title:
Vice President Treasurer & Tax
Years Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||
Income (loss) before cumulative effect of change in accounting
principle
|
$ | (415 | ) | $ | (5 | ) | $ | 49 | $ | 56 | $ | 9 | ||||||||
Add:
|
||||||||||||||||||||
Interest expense
|
113 | 164 | 136 | 133 | 178 | |||||||||||||||
Portion of rentals representative of the interest factor
|
15 | 12 | 12 | 12 | 11 | |||||||||||||||
Income tax expense (benefit) and other taxes on income
|
289 | 83 | 5 | 26 | (21 | ) | ||||||||||||||
Minority interest
|
10 | 10 | 6 | 2 | 4 | |||||||||||||||
Amortization of interest capitalized
|
3 | 3 | 3 | 2 | 1 | |||||||||||||||
Undistributed (earnings) losses of affiliated companies in which
less than a 50% voting interest is owned
|
(2 | ) | (1 | ) | (3 | ) | (1 | ) | | |||||||||||
Earnings as defined
|
$ | 13 | $ | 266 | $ | 208 | $ | 230 | $ | 182 | ||||||||||
Interest expense
|
$ | 113 | $ | 164 | $ | 136 | $ | 133 | $ | 178 | ||||||||||
Interest capitalized
|
6 | 6 | 6 | 3 | 2 | |||||||||||||||
Portion of rentals representative of the interest factor
|
15 | 12 | 12 | 12 | 11 | |||||||||||||||
Fixed charges as defined
|
$ | 134 | $ | 182 | $ | 154 | $ | 148 | $ | 191 | ||||||||||
Ratio of earnings to fixed charges
|
0.10 | 1.46 | 1.35 | 1.55 | 0.95 | |||||||||||||||
NOTE: | Earnings were inadequate to cover fixed charges by $121 million for the year ended December 31, 2008 and by $9 million for the year ended December 31, 2004. |
145
Company Name | Ownership Type (a) | Percentage | Primary Jurisdiction | |||||||||||||||
Armstrong Hydraulics South Africa (Pty.) Ltd.
|
Indirect | <75 | % | South Africa | ||||||||||||||
Armstrong Properties (Pty.) Ltd.
|
Indirect | <75 | % | South Africa | ||||||||||||||
Autopartes Walker S.A. de C.V.
|
Indirect | 100 | % | Mexico | ||||||||||||||
Barasset Corporation
|
Indirect | 100 | % | Ohio | ||||||||||||||
CEDS Inc.
|
Indirect | 100 | % | Illinois | ||||||||||||||
Clevite Industries Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Elagest AB
|
Indirect | 50 | % | Sweden | ||||||||||||||
Elgira Montagebetrieb fur Abgasanlagen
Rastatt GmbH
|
Indirect | 50 | % | Germany | ||||||||||||||
Fric-Rot S.A.I.C.
|
Indirect | >99 | % | Argentina | ||||||||||||||
Futaba Tenneco UK Limited.
|
Indirect | 49 | % | United Kingdom | ||||||||||||||
Gillet-Abgassysteme Zwickau GmbH
|
Indirect | 100 | % | Germany | ||||||||||||||
Gillet Exhaust Manufacturing Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Gillet Exhaust Technologie Pty Ltd
|
Indirect | 100 | % | South Africa | ||||||||||||||
Gillet Pressings Cardiff Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Gillet Tubes Technologies S.A.S.
|
Indirect | 100 | % | France | ||||||||||||||
Gillet Unternehmesverwaltungs GmbH
|
Indirect | 100 | % | Germany | ||||||||||||||
Heinrich Gillet GmbH
|
Indirect | 100 | % | Germany | ||||||||||||||
J.W. Hartley (Motor Trade) Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Kinetic Pty Ltd. (Australia) Ltd
|
Indirect | 100 | % | Australia | ||||||||||||||
Maco Inversiones S.A.
|
Indirect | >99 | % | Argentina | ||||||||||||||
Marzocchi.com S.r.l.
|
Indirect | 100.00 | % | Italy | ||||||||||||||
McPherson Strut Company Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Monroe Amortisor imalat ve Ticaret A.S.
|
Indirect | >99 | % | Turkey | ||||||||||||||
Monroe Australia Pty. Limited
|
Indirect | 100 | % | Australia | ||||||||||||||
Monroe Czechia s.r.o.
|
Indirect | 100 | % | Czech Republic | ||||||||||||||
Monroe Manufacturing (Pty.) Ltd.
|
Indirect | <75 | % | South Africa | ||||||||||||||
Monroe Packaging BVBA
|
Indirect | 100 | % | Belgium | ||||||||||||||
Monroe Springs (New Zealand) Pty. Ltd.
|
Indirect | 100 | % | New Zealand | ||||||||||||||
Monroe Springs Australia Pty. Ltd.
|
Indirect | 100 | % | Australia | ||||||||||||||
Monroe-Mexico S.A. de C.V.
|
Indirect | 100 | % | Mexico | ||||||||||||||
Montagewerk Abgastechnik Emden GmbH
|
Indirect | 50 | % | Germany | ||||||||||||||
Peabody Galion Corporation
|
Indirect | 100 | % | Delaware | ||||||||||||||
Peabody Gordon-Piatt, Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Peabody International Corporation
|
Indirect | !00 | % | Delaware | ||||||||||||||
Peabody N.E., Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Peabody-Myers Corporation
|
Indirect | 100 | % | Illinois | ||||||||||||||
Precision Modular Assembly Corp.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Proveedora Walker S. de R.L. de C.V.
|
Indirect | 100 | % | Mexico | ||||||||||||||
Pullman Canada Ltd.
|
Indirect | 100 | % | Canada | ||||||||||||||
Pullman Standard Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Renowned Auto Products Manufacturers Ltd.
|
Indirect | >98 | % | India | ||||||||||||||
Shanghai Tenneco Exhaust System Co., Ltd.
|
Indirect | 55 | % | China (PRC) | ||||||||||||||
Tenneco Asheville Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Tenneco Asia Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Tenneco Australia Group Pty. Ltd.
|
Indirect | 100 | % | Australia | ||||||||||||||
Tenneco Automotive Brasil Ltda.
|
Indirect | 100 | % | Brazil | ||||||||||||||
Tenneco Automotive China Company (Shanghai)
Ltd.
|
Indirect | 100 | % | China (PRC) |
Company Name
Ownership Type (a)
Percentage
Primary Jurisdiction
Indirect
100
%
Delaware
Indirect
100
%
Germany
Indirect
100
%
Poland
Indirect
100
%
Belgium
Indirect
100
%
Belgium
Indirect
100
%
Jamaica
Indirect
100
%
France
Indirect
<75
%
South Africa
Indirect
100
%
Spain
Indirect
100
%
Nevada
Indirect
100
%
India
Indirect
100
%
Italy
Indirect
100
%
Japan
Indirect
100
%
Netherlands
Direct
100
%
Delaware
Indirect
100
%
Poland
Indirect
100
%
South Africa
Indirect
100
%
Portugal
Indirect
100
%
Romania
Indirect
100
%
Delaware
Indirect
100
%
France
Indirect
100
%
Mexico
Indirect
100
%
Sweden
Indirect
100
%
Thailand
Indirect
100
%
Delaware
Indirect
100
%
United Kingdom
Indirect
100
%
Russia
Indirect
100
%
Delaware
Indirect
65
%
China (PRC)
Indirect
100
%
Delaware
Indirect
>99
%
Brazil
Indirect
100
%
Canada
Indirect
100
%
Germany
Indirect
55
%
China (PRC)
Indirect
100
%
Delaware
Indirect
100
%
India
Indirect
100
%
Delaware
Indirect
100
%
Denmark
Indirect
100
%
Hong Kong
Indirect
>99
%
India
Indirect
100
%
Delaware
Indirect
100
%
Luxembourg
Indirect
100
%
Korea
Indirect
60
%
China (PRC)
Indirect
100
%
United Kingdom
Indirect
100
%
Italy
Indirect
100
%
Canada (BC)
Company Name | Ownership Type (a) | Percentage | Primary Jurisdiction | |||||||||||||||
Tenneco Marzocchi U.S.A.
|
Indirect | 100 | % | California | ||||||||||||||
Tenneco Marzocchi Asia Ltd.
|
Indirect | 100 | % | China (RoC) | ||||||||||||||
Tenneco Mauritius China Holding Limited
|
Indirect | 100 | % | Mauritius | ||||||||||||||
Tenneco Mauritius Holdings Ltd.
|
Indirect | 100 | % | Mauritius | ||||||||||||||
Tenneco Mauritius Limited
|
Indirect | 100 | % | Mauritius | ||||||||||||||
Tenneco RC India Private Limited
|
Indirect | 100 | % | India | ||||||||||||||
Tenneco (Suzhou) Co., Ltd.
|
Indirect | >99 | % | China (PRC) | ||||||||||||||
Tenneco Tongtai (Dalian) Exhaust System Co.,
Ltd.
|
Indirect | 55 | % | China (PRC) | ||||||||||||||
Tenneco-Walker (U.K.) Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
TGH Inc
|
Indirect | 100 | % | Delaware | ||||||||||||||
The Pullman Company
|
Indirect | 100 | % | Delaware | ||||||||||||||
The Tenneco Automotive (UK) Pension Scheme
Trustee Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Thompson and Stammers (Dunmow) Number 6
Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Thompson and Stammers (Dunmow) Number 7
Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
TMC Texas Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Walker Australia Pty. Limited
|
Indirect | 100 | % | Australia | ||||||||||||||
Walker Danmark ApS
|
Indirect | 100 | % | Denmark | ||||||||||||||
Walker Electronic Silencing Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Walker Europe, Inc.
|
Indirect | 100 | % | Delaware | ||||||||||||||
Walker Exhaust (Thailand) Co. Ltd.
|
Indirect | 75 | % | Thailand | ||||||||||||||
Walker Gillet (Europe) GmbH
|
Indirect | 100 | % | Germany | ||||||||||||||
Walker Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Walker Manufacturing Company
|
Indirect | 100 | % | Delaware | ||||||||||||||
Walker UK Limited
|
Indirect | 100 | % | United Kingdom | ||||||||||||||
Wimetal S.A.S.
|
Indirect | 100 | % | France |
/s/ Gregg M. Sherrill | ||||
Name: | Gregg M. Sherrill | |||
/s/ Kenneth R. Trammell | ||||
Name: | Kenneth R. Trammell | |||
/s/ Paul D. Novas | ||||
Name: | Paul D. Novas | |||
/s/ Charles W. Cramb | ||||
Name: | Charles W. Cramb | |||
/s/ Dennis J. Letham | ||||
Name: | Dennis J. Letham | |||
/s/ Frank E. Macher | ||||
Name: | Frank E. Macher | |||
/s/ Roger B. Porter | ||||
Name: | Roger B. Porter | |||
/s/ David B. Price, Jr. | ||||
Name: | David B. Price, Jr. | |||
/s/ Paul T. Stecko | ||||
Name: | Paul T. Stecko | |||
/s/ Mitsunobu Takeuchi | ||||
Name: | Mitsunobu Takeuchi | |||
/s/ Jane L. Warner | ||||
Name: | Jane L. Warner | |||
146
147
148