þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0515284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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500 North Field Drive
Lake Forest, IL
(Address of principal executive offices)
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60045
(Zip Code)
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Title of each class
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Name of each Exchange
on which registered
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Common Stock, par value $.01 per share
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New York and Chicago Stock Exchanges
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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Document
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Part of the Form 10-K
into which incorporated
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Portions of Tenneco Inc.’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held May 16, 2018
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Part III
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•
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general economic, business and market conditions;
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•
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our ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;
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•
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the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any of the foregoing arising in connection with the ongoing global antitrust investigation, product performance, product safety or intellectual property rights;
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•
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changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases), the amount of our debt, our ability to access capital markets at favorable rates, and the credit ratings of our debt;
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•
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changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences away from light trucks, which tend to be higher margin products for our customers and us, to other lower margin vehicles, for which we may or may not have supply arrangements;
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•
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changes in consumer demand for our automotive, commercial or aftermarket products, or changes in automotive and commercial vehicle manufacturers’ production rates and their actual and forecasted requirements for our products, due to difficult economic conditions and/or regulatory or legal changes affecting internal combustion engines;
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•
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new technologies that reduce the demand for certain of our products or otherwise render them obsolete;
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•
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our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;
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•
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the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable program);
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•
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the loss of any of our large original equipment manufacturer (“OEM”) customers (on whom we depend for a substantial portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OEMs or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;
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•
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our ability to successfully execute cash management and other cost reduction plans, and to realize the anticipated benefits from these plans;
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•
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risks inherent in operating a multi-national company, including economic conditions, such as currency exchange and inflation rates, and political conditions in the countries where we operate or sell our products, adverse changes in trade agreements, tariffs, immigration policies, political stability, and tax and other laws, and potential disruptions of production and supply;
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•
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industrywide strikes, 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;
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•
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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, customer recovery and other methods;
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•
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the negative impact of fuel price volatility on transportation and logistics costs, raw material costs, discretionary purchases of vehicles or aftermarket products and demand for off-highway equipment;
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the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts’ longer product lives;
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•
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costs related to product warranties and other customer satisfaction actions;
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•
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the failure or breach of our information technology systems, including the consequences of any misappropriation, exposure or corruption of sensitive information stored on such systems and the interruption to our business that such failure or breach may cause;
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•
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the impact of consolidation among vehicle parts suppliers and customers on our ability to compete;
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•
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changes in distribution channels or competitive conditions in the markets and countries where we operate, including the impact of increasing competition from lower cost, private-label products on our aftermarket business;
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•
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customer acceptance of new products;
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•
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our ability to realize our business strategy of improving operating performance;
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•
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our ability to successfully integrate, and benefit from, any acquisitions that we complete and effectively manage our joint ventures and other third-party relationships;
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•
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changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;
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•
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changes in accounting estimates and assumptions, including changes based on additional information;
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•
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any changes by the International Organization for Standardization (ISO) or other such committees in their certification protocols for processes and products, which may have the effect of delaying or hindering our ability to bring new products to market;
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•
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the impact of the extensive, increasing and changing laws and regulations to which we are subject, including environmental laws and regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved;
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•
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the potential impairment in the carrying value of our long-lived assets and goodwill or our deferred tax assets;
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•
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potential volatility in our effective tax rate;
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•
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natural disasters, such as earthquakes and flooding, and any resultant disruptions in the supply or production of goods or services to us or by us or in demand by our customers;
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•
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acts of war and/or 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
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•
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the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.
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PART I
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||
Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4.1.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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Eight of our ten directors are independent under the NYSE listing standards.
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•
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Independent directors are scheduled to meet separately in executive session after every regularly scheduled Board of Directors meeting.
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•
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We have a lead independent director, Mr. Paul T. Stecko.
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•
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All members meet the independence standards for audit committee membership under the NYSE listing standards and applicable Securities and Exchange Commission (“SEC”) rules.
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•
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Two members of the Audit Committee, Mr. Dennis J. Letham and Mr. Thomas C. Freyman, have been designated by the Board as “audit committee financial experts,” as defined in the SEC rules, and all members of the Audit Committee satisfy the NYSE’s financial literacy requirements.
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•
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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.
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•
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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.
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•
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All members meet the independence standards for compensation and nominating committee membership under the NYSE listing standards and applicable SEC rules.
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•
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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.
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•
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We have an Executive Compensation Subcommittee which has the responsibility to consider and approve compensation for our executive officers which is intended to qualify as “performance based compensation” under Section 162(m) of the Internal Revenue Code. We expect this Subcommittee to be phased out in the future as a result of changes to the Internal Revenue Code that eliminated the concept of deductible “performance-based compensation” for our top executives.
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•
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We have adopted Corporate Governance Principles, including qualification and independence standards for directors.
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We have adopted Stock Ownership Guidelines to align the interests of our executives and directors with the interests of stockholders and promote our commitment to sound corporate governance.
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The Stock Ownership Guidelines apply to the independent directors, the Chairman, the Chief Executive Officer, and all other officers with a rank of Vice President (in the executive compensation band) or higher.
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•
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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.
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•
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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.
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We have adopted a Code of Ethical Conduct for Financial Managers, which applies to our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller and other key financial managers. This code is filed as Exhibit 14 to this report.
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•
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We also operate under a Code of Conduct 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 their acceptance of, and compliance with, the Code of Conduct.
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•
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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 $120,000 in any calendar year with our directors, executive officers, five percent or greater stockholders and their immediate family members.
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•
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We have adopted a written policy for all issuances by our company of compensatory awards in the form of our common stock or any derivative of our common stock.
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We have adopted a clawback policy under which we will, in specified circumstances, require reimbursement of annual and long-term incentives paid to an executive officer.
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•
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We comply with and operate in a manner consistent with the legislation outlawing extensions of credit in the form of a personal loan to or for our directors or executive officers.
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||||||||||||||||||||
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2017
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2016
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2015
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|||||||||||||||
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(Dollar Amounts in Millions)
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|||||||||||||||||||
Clean Air Division
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|||||||||
North America
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$
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3,118
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34
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%
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|
$
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3,016
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|
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35
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%
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$
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2,839
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|
|
35
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%
|
Europe and South America
|
2,253
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|
|
24
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%
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2,031
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|
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24
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%
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1,892
|
|
|
23
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%
|
|||
Asia Pacific
|
1,211
|
|
|
13
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%
|
|
1,130
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|
|
13
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%
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|
1,080
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|
|
13
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%
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|||
Intergroup sales
|
(65
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)
|
|
(1
|
)%
|
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(108
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)
|
|
(1
|
)%
|
|
(116
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)
|
|
(1
|
)%
|
|||
Total Clean Air Division
|
6,517
|
|
|
70
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%
|
|
6,069
|
|
|
71
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%
|
|
5,695
|
|
|
70
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%
|
|||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
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|
|||||||||
North America
|
1,235
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|
|
13
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%
|
|
1,243
|
|
|
14
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%
|
|
1,323
|
|
|
16
|
%
|
|||
Europe and South America
|
1,108
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|
|
12
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%
|
|
936
|
|
|
11
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%
|
|
876
|
|
|
11
|
%
|
|||
Asia Pacific
|
514
|
|
|
6
|
%
|
|
435
|
|
|
5
|
%
|
|
373
|
|
|
4
|
%
|
|||
Intergroup sales
|
(100
|
)
|
|
(1
|
)%
|
|
(84
|
)
|
|
(1
|
)%
|
|
(86
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)
|
|
(1
|
)%
|
|||
Total Ride Performance Division
|
2,757
|
|
|
30
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%
|
|
2,530
|
|
|
29
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%
|
|
2,486
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|
|
30
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%
|
|||
Total Tenneco Inc.
|
$
|
9,274
|
|
|
100
|
%
|
|
$
|
8,599
|
|
|
100
|
%
|
|
$
|
8,181
|
|
|
100
|
%
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
(Dollar Amounts in Millions)
|
|||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
203
|
|
|
49
|
%
|
|
$
|
220
|
|
|
43
|
%
|
|
$
|
244
|
|
|
48
|
%
|
Europe and South America
|
112
|
|
|
27
|
%
|
|
98
|
|
|
19
|
%
|
|
49
|
|
|
10
|
%
|
|||
Asia Pacific
|
133
|
|
|
31
|
%
|
|
150
|
|
|
29
|
%
|
|
114
|
|
|
22
|
%
|
|||
Total Clean Air Division
|
448
|
|
|
107
|
%
|
|
468
|
|
|
91
|
%
|
|
407
|
|
|
80
|
%
|
|||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
120
|
|
|
29
|
%
|
|
157
|
|
|
30
|
%
|
|
155
|
|
|
30
|
%
|
|||
Europe and South America
|
21
|
|
|
5
|
%
|
|
16
|
|
|
3
|
%
|
|
(11
|
)
|
|
(2
|
)%
|
|||
Asia Pacific
|
58
|
|
|
14
|
%
|
|
63
|
|
|
12
|
%
|
|
44
|
|
|
9
|
%
|
|||
Total Ride Performance Division
|
199
|
|
|
48
|
%
|
|
236
|
|
|
45
|
%
|
|
188
|
|
|
37
|
%
|
|||
Other
|
(230
|
)
|
|
(55
|
)%
|
|
(188
|
)
|
|
(36
|
)%
|
|
(87
|
)
|
|
(17
|
)%
|
|||
Total Tenneco Inc.
|
$
|
417
|
|
|
100
|
%
|
|
$
|
516
|
|
|
100
|
%
|
|
$
|
508
|
|
|
100
|
%
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
(Dollar Amounts in Millions)
|
|||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
117
|
|
|
30
|
%
|
|
$
|
103
|
|
|
30
|
%
|
|
$
|
95
|
|
|
32
|
%
|
Europe and South America
|
66
|
|
|
17
|
%
|
|
74
|
|
|
22
|
%
|
|
73
|
|
|
25
|
%
|
|||
Asia Pacific
|
41
|
|
|
11
|
%
|
|
48
|
|
|
14
|
%
|
|
44
|
|
|
15
|
%
|
|||
Total Clean Air Division
|
224
|
|
|
58
|
%
|
|
225
|
|
|
66
|
%
|
|
212
|
|
|
72
|
%
|
|||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
73
|
|
|
19
|
%
|
|
55
|
|
|
16
|
%
|
|
34
|
|
|
12
|
%
|
|||
Europe and South America
|
60
|
|
|
16
|
%
|
|
46
|
|
|
13
|
%
|
|
38
|
|
|
13
|
%
|
|||
Asia Pacific
|
28
|
|
|
7
|
%
|
|
13
|
|
|
4
|
%
|
|
10
|
|
|
3
|
%
|
|||
Total Ride Performance Division
|
161
|
|
|
42
|
%
|
|
114
|
|
|
33
|
%
|
|
82
|
|
|
28
|
%
|
|||
Other
|
—
|
|
|
—
|
%
|
|
4
|
|
|
1
|
%
|
|
1
|
|
|
—
|
%
|
|||
Total Tenneco Inc.
|
$
|
385
|
|
|
100
|
%
|
|
$
|
343
|
|
|
100
|
%
|
|
$
|
295
|
|
|
100
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Interest expense (net of interest capitalized)
|
$
|
73
|
|
|
$
|
92
|
|
|
$
|
67
|
|
Income tax expense
|
70
|
|
|
—
|
|
|
146
|
|
|||
Noncontrolling interests
|
67
|
|
|
68
|
|
|
54
|
|
•
|
“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 Growth Markets:
Because the North American and Western European automotive regions are mature, OEMs are increasingly focusing on other markets for growth opportunities, such as India and China. As OEMs have penetrated new regions, growth opportunities for suppliers have emerged.
|
•
|
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:
As OEMs and parts suppliers have shifted production globally to be closer to their end markets, suppliers have expanded their reach, capturing sales in other markets and taking advantage where possible of relatively low labor costs.
|
•
|
Global Rationalization of OE Vehicle Platforms
(described below).
|
|
Net Sales
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Clean Air Products & Systems
|
|
|
|
|
|
||||||
Aftermarket
|
$
|
301
|
|
|
$
|
305
|
|
|
$
|
318
|
|
Original Equipment
|
|
|
|
|
|
||||||
OE Value-add
|
4,029
|
|
|
3,736
|
|
|
3,489
|
|
|||
OE Substrate(1)
|
2,187
|
|
|
2,028
|
|
|
1,888
|
|
|||
|
6,216
|
|
|
5,764
|
|
|
5,377
|
|
|||
|
6,517
|
|
|
6,069
|
|
|
5,695
|
|
|||
Ride Performance Products & Systems
|
|
|
|
|
|
||||||
Aftermarket
|
950
|
|
|
937
|
|
|
941
|
|
|||
Original Equipment
|
1,807
|
|
|
1,593
|
|
|
1,545
|
|
|||
|
2,757
|
|
|
2,530
|
|
|
2,486
|
|
|||
Total Revenues
|
$
|
9,274
|
|
|
$
|
8,599
|
|
|
$
|
8,181
|
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 for a discussion of substrate sales.
|
•
|
Monroe
®
, Kinetic
®
, Fric-Rot
™
,
Gas-Matic
®
,
Sensa-Trac
®
, OESpectrum
®
, and Quick-Strut
®
for ride performance products,
|
•
|
Walker
®
,
Fonos
™
, XNOx
®
, Mega-Flow
®
, Quiet-Flow
®
, and Tru-Fit
®
for
clean air products,
|
•
|
DynoMax
®
and Thrush
®
for performance clean air products,
|
•
|
Rancho
®
for suspension products for high performance light trucks, and
|
•
|
Clevite
®
Elastomers and Axios
™
for noise, vibration and harshness (NVH) control components.
|
North America
|
|
Europe
|
|
Asia
|
AM General
|
|
Agco Corp
|
|
Austem
|
BMW
|
|
AvtoVAZ
|
|
Beijing Automotive
|
Caterpillar
|
|
BMW
|
|
BMW
|
CNH Industrial
|
|
Caterpillar
|
|
Brilliance Automobile
|
Daimler AG
|
|
CNH Industrial (Iveco)
|
|
CAMC
|
FCA
|
|
Daimler AG
|
|
Chang'an Automotive
|
Ford Motor
|
|
Deutz AG
|
|
China National Heavy-Duty Truck Group
|
General Motors
|
|
Ford Motor
|
|
Daimler AG
|
Harley-Davidson
|
|
Geely Automobile
|
|
Dongfeng Motor
|
Honda Motors
|
|
General Motors
|
|
FCA
|
Hyundai Motor
|
|
John Deere
|
|
First Auto Works
|
John Deere
|
|
Mazda Motor
|
|
Ford Motor
|
Navistar International
|
|
McLaren Automotive
|
|
Geely Automobile
|
Renault/Nissan
|
|
Paccar
|
|
General Motors
|
Paccar
|
|
PSA Peugeot Citroen
|
|
Great Wall Motor
|
Toyota Motor
|
|
Renault/Nissan
|
|
Isuzu Motor Company
|
Volkswagen Group
|
|
Suzuki Motor
|
|
Jiangling Motors
|
Volvo Global Truck
|
|
Tata Motors
|
|
JND
|
|
|
Toyota Motor
|
|
Kubota
|
|
|
Volkswagen Group
|
|
Renault/Nissan
|
|
|
Volvo Global Truck
|
|
SAIC Motor
|
|
|
|
|
Tata Motors
|
|
|
|
|
Toyota Motor
|
|
|
|
|
Weichai Power
|
|
|
|
|
Yuchai Group
|
Australia
|
|
South America
|
|
India
|
General Motors
|
|
CNH Industrial (Iveco)
|
|
Ashok Leyland
|
Toyota Motor
|
|
Daimler AG
|
|
BMW
|
|
|
FCA
|
|
Daimler AG
|
|
|
Ford Motor
|
|
Ford Motor
|
|
|
General Motors
|
|
General Motors
|
|
|
John Deere
|
|
John Deere
|
|
|
PSA Peugeot Citroen
|
|
Mahindra & Mahindra
|
|
|
Randon S.A.
|
|
Renault/Nissan
|
|
|
Renault/Nissan
|
|
Suzuki Motor
|
|
|
Toyota Motor
|
|
Tata Motors
|
|
|
Volkswagen Group
|
|
Toyota Motor
|
|
|
|
|
Volkswagen Group
|
|
|
|
|
|
Customer
|
2017
|
|
2016
|
|
2015
|
|||
General Motors Company
|
14
|
%
|
|
17
|
%
|
|
15
|
%
|
Ford Motor Company
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
•
|
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 capture and regenerate 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 to improve the efficiency of SCR systems;
|
•
|
Lean NOx traps — Devices which reduce nitrogen oxide (NOx) emissions from diesel powertrains using capture and store technology;
|
•
|
Hydrocarbon vaporizers and injectors — Devices to add fuel to a diesel exhaust system in order to regenerate particulate filters or Lean NOx traps;
|
•
|
Selective Catalytic Reduction (SCR) systems — Devices which reduce NOx emissions from diesel powertrains using urea mixers and injected reductants such as Verband der Automobil industrie e.V.'s AdBlue
®
or Diesel Exhaust Fluid (DEF);
|
•
|
SCR-coated diesel particulate filters (SDPF) systems — Lightweight and compact devices combining the SCR catalyst and the particulate filter onto the same substrate for reducing NOx and particulate matter emissions;
|
•
|
Urea dosing systems — Systems comprised of a urea injector, pump, and control unit, among other parts, that dose liquid urea onto SCR catalysts;
|
•
|
Four-way catalysts — Devices that combine a three-way catalyst and a particulate filter onto a single device by having the catalyst coating of a converter directly applied onto a particulate filter;
|
•
|
Alternative NOx reduction technologies — Devices which reduce NOx emissions from diesel powertrains, by using, for example, alternative reductants such as diesel fuel, E85 (85% ethanol, 15% gasoline), or solid forms of ammonia;
|
•
|
Mufflers and resonators — Devices to provide noise elimination and acoustic tuning;
|
•
|
Fabricated exhaust manifolds — Components that collect gases from individual cylinders of a vehicle’s engine and direct them into a single exhaust pipe. Fabricated manifolds can form the core of an emissions module that includes an integrated catalytic converter (maniverter) and/or turbocharger;
|
•
|
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;
|
•
|
Elastomeric hangers and isolators — Used for system installation and elimination of noise and vibration, and for the improvement of useful life; and
|
•
|
Aftertreatment control units — Computerized electronic devices that utilize embedded software to regulate the performance of active aftertreatment systems, including the control of sensors, injectors, vaporizers, pumps, heaters, valves, actuators, wiring harnesses, relays and other mechatronic components.
|
•
|
Shock absorbers — A broad range of mechanical shock absorbers and related components for light- and heavy-duty vehicles, including twin-tube and monotube shock absorbers;
|
•
|
Struts — A complete line of struts and strut assemblies for light vehicles;
|
•
|
Vibration control components (Clevite
®
Elastomers, Axios
™
) — Generally, rubber-to-metal bushings and mountings to reduce vibration between metal parts of a vehicle. Offerings include a broad range of suspension arms, rods and links for light- and heavy-duty vehicles;
|
•
|
Monroe
®
Intelligent Suspension Portfolio:
|
◦
|
Kinetic
®
suspension technology — A suite of roll-control and nearly equal wheel-loading systems ranging from simple mechanical systems to complex hydraulic systems featuring proprietary and patented technology. We have won the PACE Award for our Kinetic
®
suspension technology;
|
◦
|
Dual-mode suspension - An adaptive suspension solution used for small- and medium-sized vehicles that provides drivers a choice of two suspension modes such as comfort and sport;
|
◦
|
Semi-active and active suspension systems — Shock absorbers and suspension systems such as CVSAe and ACOCAR
™
that electronically adjust a vehicle’s performance based on certain inputs such as steering and braking; and
|
◦
|
Kinetic H2/CVSA Continuously Variable Semi Active suspension system (Formerly known as CES) — In 2011, we won the Supplier of the Year award from
Vehicle Dynamics International
magazine, which recognizes outstanding achievement in global automotive suspension and chassis engineering, for the Kinetic H2/CVSA Continuously Variable Semi Active suspension system installed on the McLaren MP4-12C; and
|
•
|
Other — We also offer other ride performance products such as load assist products, springs, steering stabilizers, adjustable suspension systems, suspension kits and modular assemblies.
|
•
|
Adaptive damping systems — adapt to the vehicle’s 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.
|
•
|
currency exchange rate fluctuations;
|
•
|
exposure to local economic conditions and labor issues;
|
•
|
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;
|
•
|
Inflation in certain countries;
|
•
|
controls on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
|
•
|
export and import restrictions and an unfavorable trade environment, including as a result of political conditions and changes in the laws in the United States and elsewhere; and
|
•
|
requirements for manufacturers to use locally produced goods.
|
Name and Age
|
|
Offices Held
|
|
|
|
Gregg M. Sherrill (65)
|
|
Executive Chairman
|
Brian J. Kesseler (51)
|
|
Chief Executive Officer
|
Kenneth R. Trammell (57)
|
|
Executive Vice President and Chief Financial Officer
|
Peng (Patrick) Guo (52)
|
|
Executive Vice President and President Clean Air
|
Martin Hendricks (55)
|
|
Executive Vice President and President Ride Performance
|
Jason M. Hollar (44)
|
|
Senior Vice President Finance
|
Gregg Bolt (58)
|
|
Senior Vice President Global Human Resources and Administration
|
Brandon B. Smith (37)
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Paul D. Novas (59)
|
|
Vice President Finance and Interim Controller
|
Ben P. Patel (50)
|
|
Vice President and Chief Technology Officer
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Period
|
Total Number of
Shares Purchased (1) |
|
Average Price
Paid |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares That May Yet be Purchased Under These Plans or Programs (Millions)
|
||||||
October 2017
|
518,558
|
|
|
$
|
62.29
|
|
|
518,507
|
|
|
$
|
237
|
|
November 2017
|
1,032
|
|
|
$
|
57.99
|
|
|
—
|
|
|
$
|
237
|
|
December 2017
|
108,000
|
|
|
$
|
57.51
|
|
|
108,000
|
|
|
$
|
231
|
|
Total
|
627,590
|
|
|
$
|
61.46
|
|
|
626,507
|
|
|
$
|
231
|
|
(1)
|
Includes shares withheld upon vesting of restricted stock in the amount of 51 in October 2017 and 1,032 in November 2017.
|
|
12/31/2012
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
12/31/2017
|
||||||
Tenneco Inc.
|
100.00
|
|
161.12
|
|
161.24
|
|
130.76
|
|
177.93
|
|
169.58
|
|
S&P 500
|
100.00
|
|
132.39
|
|
150.51
|
|
152.59
|
|
170.84
|
|
208.14
|
|
Peer Group
|
100.00
|
|
149.59
|
|
168.85
|
|
128.99
|
|
162.25
|
|
191.66
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017(a)
|
|
2016(b)
|
|
2015(c)
|
|
2014(d)
|
|
2013(e) (k)
|
||||||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
3,118
|
|
|
$
|
3,016
|
|
|
$
|
2,839
|
|
|
$
|
2,801
|
|
|
$
|
2,626
|
|
Europe and South America
|
2,253
|
|
|
2,031
|
|
|
1,892
|
|
|
2,044
|
|
|
1,993
|
|
|||||
Asia Pacific
|
1,211
|
|
|
1,130
|
|
|
1,080
|
|
|
1,066
|
|
|
904
|
|
|||||
Intergroup sales
|
(65
|
)
|
|
(108
|
)
|
|
(116
|
)
|
|
(139
|
)
|
|
(119
|
)
|
|||||
Total Clean Air Division
|
6,517
|
|
|
6,069
|
|
|
5,695
|
|
|
5,772
|
|
|
5,404
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
1,235
|
|
|
1,243
|
|
|
1,323
|
|
|
1,361
|
|
|
1,265
|
|
|||||
Europe and South America
|
1,108
|
|
|
936
|
|
|
876
|
|
|
979
|
|
|
997
|
|
|||||
Asia Pacific
|
514
|
|
|
435
|
|
|
373
|
|
|
363
|
|
|
344
|
|
|||||
Intergroup sales
|
(100
|
)
|
|
(84
|
)
|
|
(86
|
)
|
|
(94
|
)
|
|
(86
|
)
|
|||||
Total Ride Performance Division
|
2,757
|
|
|
2,530
|
|
|
2,486
|
|
|
2,609
|
|
|
2,520
|
|
|||||
Total Tenneco Inc.
|
$
|
9,274
|
|
|
$
|
8,599
|
|
|
$
|
8,181
|
|
|
$
|
8,381
|
|
|
$
|
7,924
|
|
Earnings before interest expense, income taxes, and noncontrolling interests —
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
203
|
|
|
$
|
220
|
|
|
$
|
244
|
|
|
$
|
237
|
|
|
$
|
229
|
|
Europe and South America
|
112
|
|
|
98
|
|
|
49
|
|
|
57
|
|
|
59
|
|
|||||
Asia Pacific
|
133
|
|
|
150
|
|
|
114
|
|
|
101
|
|
|
80
|
|
|||||
Total Clean Air Division
|
448
|
|
|
468
|
|
|
407
|
|
|
395
|
|
|
368
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
120
|
|
|
157
|
|
|
155
|
|
|
143
|
|
|
124
|
|
|||||
Europe and South America
|
21
|
|
|
16
|
|
|
(11
|
)
|
|
37
|
|
|
(7
|
)
|
|||||
Asia Pacific
|
58
|
|
|
63
|
|
|
44
|
|
|
38
|
|
|
22
|
|
|||||
Total Ride Performance Division
|
199
|
|
|
236
|
|
|
188
|
|
|
218
|
|
|
139
|
|
|||||
Other
|
(230
|
)
|
|
(188
|
)
|
|
(87
|
)
|
|
(124
|
)
|
|
(85
|
)
|
|||||
Total Tenneco Inc.
|
$
|
417
|
|
|
$
|
516
|
|
|
$
|
508
|
|
|
$
|
489
|
|
|
$
|
422
|
|
Interest expense (net of interest capitalized)
|
73
|
|
|
92
|
|
|
67
|
|
|
91
|
|
|
80
|
|
|||||
Income tax expense
|
70
|
|
|
—
|
|
|
146
|
|
|
131
|
|
|
122
|
|
|||||
Net income
|
274
|
|
|
424
|
|
|
295
|
|
|
267
|
|
|
220
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
67
|
|
|
68
|
|
|
54
|
|
|
42
|
|
|
38
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
|
$
|
225
|
|
|
$
|
182
|
|
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
52,796,184
|
|
|
55,939,135
|
|
|
59,678,309
|
|
|
60,734,022
|
|
|
60,474,492
|
|
|||||
Diluted
|
53,026,911
|
|
|
56,407,436
|
|
|
60,193,150
|
|
|
61,782,508
|
|
|
61,594,062
|
|
|||||
Basic earnings per share of common stock
|
$
|
3.93
|
|
|
$
|
6.36
|
|
|
$
|
4.05
|
|
|
$
|
3.70
|
|
|
$
|
3.02
|
|
Diluted earnings per share of common stock
|
$
|
3.91
|
|
|
$
|
6.31
|
|
|
$
|
4.01
|
|
|
$
|
3.64
|
|
|
$
|
2.96
|
|
Cash dividends declared
|
$
|
1.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Millions Except Ratio and Percent Amounts)
|
||||||||||||||||||
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets(f)
|
$
|
4,842
|
|
|
$
|
4,346
|
|
|
$
|
3,970
|
|
|
$
|
3,996
|
|
|
$
|
3,817
|
|
Short-term debt
|
83
|
|
|
90
|
|
|
86
|
|
|
60
|
|
|
83
|
|
|||||
Long-term debt(f)
|
1,358
|
|
|
1,294
|
|
|
1,124
|
|
|
1,055
|
|
|
1,006
|
|
|||||
Redeemable noncontrolling interests
|
42
|
|
|
40
|
|
|
41
|
|
|
34
|
|
|
20
|
|
|||||
Total Tenneco Inc. shareholders’ equity
|
696
|
|
|
573
|
|
|
425
|
|
|
495
|
|
|
432
|
|
|||||
Noncontrolling interests
|
46
|
|
|
47
|
|
|
39
|
|
|
40
|
|
|
39
|
|
|||||
Total equity
|
742
|
|
|
620
|
|
|
464
|
|
|
535
|
|
|
471
|
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities (g)
|
$
|
629
|
|
|
$
|
484
|
|
|
$
|
528
|
|
|
$
|
379
|
|
|
$
|
533
|
|
Net cash used by investing activities
|
(413
|
)
|
|
(340
|
)
|
|
(303
|
)
|
|
(339
|
)
|
|
(266
|
)
|
|||||
Net cash provided (used) by financing activities (g)
|
(251
|
)
|
|
(86
|
)
|
|
(183
|
)
|
|
(18
|
)
|
|
(205
|
)
|
|||||
Cash payments for plant, property and equipment
|
(394
|
)
|
|
(325
|
)
|
|
(286
|
)
|
|
(328
|
)
|
|
(244
|
)
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA including noncontrolling interests(h)
|
$
|
641
|
|
|
$
|
728
|
|
|
$
|
711
|
|
|
$
|
697
|
|
|
$
|
627
|
|
Ratio of EBITDA including noncontrolling interests to interest expense
|
8.78
|
|
|
7.91
|
|
|
10.61
|
|
|
7.66
|
|
|
7.84
|
|
|||||
Ratio of net debt (total debt less cash and cash equivalents) to EBITDA including noncontrolling interests(i)
|
1.75
|
|
|
1.42
|
|
|
1.30
|
|
|
1.19
|
|
|
1.29
|
|
|||||
Ratio of earnings to fixed charges(j)
|
4.26
|
|
|
4.55
|
|
|
5.73
|
|
|
4.38
|
|
|
4.32
|
|
(a)
|
2017 includes $72 million in restructuring and related costs primarily related to closing a Clean Air Belgian JIT plant in response to the end of production on a customer platform, closing an OE Clean Air manufacturing plant and downsizing Ride Performance operations in Australia, the required relocation of our Beijing Ride Performance plant outside of the Beijing area and other cost improvement initiatives. Of the $72 million we incurred in restructuring and related costs, $3 million was related to asset write-downs. The tax expense recorded in 2017 includes a net provisional tax expense of $43 million for one-time transition tax on deemed repatriation of previously deferred foreign earnings under the Tax Cuts and Jobs Act. This amount is subject to change as we refine our earnings and profits calculations and as additional guidance is published. The Company will continue to refine its estimates throughout the measurement period provided for in SEC Staff Accounting Bulletin 118, or until its accounting is complete. We remeasured U.S. deferred taxes from an applicable federal rate of 35% to the new statutory rate of 21% at which they are expected to be utilized, recording a $46 million provisional expense. The tax expense recorded in 2017 included a net tax benefit of $74 million relating to recognizing a U.S. tax benefit for foreign taxes.
|
(b)
|
2016 includes $36 million in restructuring and related costs primarily related to manufacturing footprint improvements in North America Ride Performance, headcount reduction and cost improvement initiatives in Europe and China Clean Air, South America and Australia. Of the total $36 million we incurred in restructuring and related costs, $6 million was related to asset write-downs. 2016 also includes a net tax benefit of $110 million primarily relating to the recognition of a U.S. tax benefit for foreign taxes, $24 million in pre-tax interest charges related to the refinancing of our senior notes due in 2020 and $72 million in pension buyout charges.
|
(c)
|
2015 includes $63 million of restructuring and related costs primarily related to the European cost reduction efforts, exiting the Marzocchi suspension business, headcount reductions in Australia and South America, and the closure of a JIT plant in Australia. Of the total $63 million we incurred in restructuring and related costs, $10 million was related to asset write-downs and $4 million was in charges related to pension benefits.
|
(d)
|
2014 includes $49 million of restructuring and related costs primarily related to the European cost reduction efforts, headcount reductions in Australia and South America, the sale of a closed facility in Cozad, Nebraska and costs related to organizational changes. Of the total $49 million we incurred in restructuring and related costs, $3 million was related to non-cash asset write downs and $2 million was related to a non-cash charge on the sale of a closed facility.
|
(e)
|
2013 includes $78 million of restructuring and related costs primarily related to European cost reduction efforts including the planned closing of the ride performance plant in Gijon, Spain and intended reductions to the workforce at our ride performance plant in Sint-Truiden, our exit from the distribution of aftermarket exhaust products and ending production of leaf springs in Australia, headcount reductions in various regions, and the net impact of freezing our defined benefit plans in the United Kingdom. Of the total $78 million we incurred in restructuring and related costs, $3 million was related to non-cash asset write downs.
|
(f)
|
In April 2015, the FASB issued Accounting Standard Update 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. For public business entities, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted for financial statements that have not been previously issued. We adopted this standard for the first quarter of 2015 and applied retrospectively. The balance for unamortized debt issuance costs was $13 million at both December 31, 2017 and 2016, $12 million at December 31, 2015, $14 million at December 31, 2014 and $13 million at December 31,
2013
.
|
(g)
|
In March 2016, the FASB issued Accounting Standard Update 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We adopted this standard for the first quarter of 2017 and applied prospectively with the exception of the cash flow statements according to the guidance. Note 1 to the consolidated financial statements of Tenneco Inc. located in Part II Item 8 — Financial Statements and Supplemental Data is incorporated herein by reference.
|
(h)
|
EBITDA including noncontrolling interests 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 noncontrolling interests. We use EBITDA including noncontrolling interests, 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, noncontrolling interests and tax expense. We also believe that using this measure allows us to understand and compare operating performance both with and without depreciation expense. We believe EBITDA including noncontrolling interests is useful to our investors and other parties for these same reasons.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Net income
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
|
$
|
225
|
|
|
$
|
182
|
|
Noncontrolling interests
|
67
|
|
|
68
|
|
|
54
|
|
|
42
|
|
|
38
|
|
|||||
Income tax expense
|
70
|
|
|
—
|
|
|
146
|
|
|
131
|
|
|
122
|
|
|||||
Interest expense, net of interest capitalized
|
73
|
|
|
92
|
|
|
67
|
|
|
91
|
|
|
80
|
|
|||||
Depreciation and amortization of other intangibles
|
224
|
|
|
212
|
|
|
203
|
|
|
208
|
|
|
205
|
|
|||||
Total EBITDA including noncontrolling interests
|
$
|
641
|
|
|
$
|
728
|
|
|
$
|
711
|
|
|
$
|
697
|
|
|
$
|
627
|
|
(i)
|
We present the ratio of net debt (total debt less cash and cash equivalents) to EBITDA including noncontrolling interests because management believes it is a useful measure of Tenneco’s credit position and progress toward
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Total Debt
|
$
|
1,441
|
|
|
$
|
1,384
|
|
|
$
|
1,210
|
|
|
$
|
1,115
|
|
|
$
|
1,089
|
|
Total Cash
|
318
|
|
|
349
|
|
|
288
|
|
|
285
|
|
|
280
|
|
|||||
Net Debt
|
$
|
1,123
|
|
|
$
|
1,035
|
|
|
$
|
922
|
|
|
$
|
830
|
|
|
$
|
809
|
|
(j)
|
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. See Exhibit 12 to this Form 10-K for the calculation of this ratio.
|
(k)
|
Financial statements for 2013 have been revised to reflect the change in reportable segments that was announced in the first quarter of 2017.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Year ended December 31, 2016
|
$
|
7,123
|
|
Volume and mix
|
550
|
|
|
Material
|
35
|
|
|
Currency exchange rates
|
75
|
|
|
Restructuring
|
19
|
|
|
Other costs
|
10
|
|
|
Year ended December 31, 2017
|
$
|
7,812
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
3,101
|
|
|
$
|
1,054
|
|
|
$
|
2,047
|
|
|
$
|
1
|
|
|
$
|
2,046
|
|
Europe & South America
|
2,207
|
|
|
832
|
|
|
1,375
|
|
|
38
|
|
|
1,337
|
|
|||||
Asia Pacific
|
1,209
|
|
|
301
|
|
|
908
|
|
|
(4
|
)
|
|
912
|
|
|||||
Total Clean Air Division
|
6,517
|
|
|
2,187
|
|
|
4,330
|
|
|
35
|
|
|
4,295
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
1,224
|
|
|
—
|
|
|
1,224
|
|
|
1
|
|
|
1,223
|
|
|||||
Europe & South America
|
1,076
|
|
|
—
|
|
|
1,076
|
|
|
29
|
|
|
1,047
|
|
|||||
Asia Pacific
|
457
|
|
|
—
|
|
|
457
|
|
|
4
|
|
|
453
|
|
|||||
Total Ride Performance Division
|
2,757
|
|
|
—
|
|
|
2,757
|
|
|
34
|
|
|
2,723
|
|
|||||
Total Tenneco Inc.
|
$
|
9,274
|
|
|
$
|
2,187
|
|
|
$
|
7,087
|
|
|
$
|
69
|
|
|
$
|
7,018
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
3,003
|
|
|
$
|
1,052
|
|
|
$
|
1,951
|
|
|
$
|
—
|
|
|
$
|
1,951
|
|
Europe & South America
|
1,939
|
|
|
718
|
|
|
1,221
|
|
|
—
|
|
|
1,221
|
|
|||||
Asia Pacific
|
1,127
|
|
|
258
|
|
|
869
|
|
|
—
|
|
|
869
|
|
|||||
Total Clean Air Division
|
6,069
|
|
|
2,028
|
|
|
4,041
|
|
|
—
|
|
|
4,041
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
1,234
|
|
|
—
|
|
|
1,234
|
|
|
—
|
|
|
1,234
|
|
|||||
Europe & South America
|
909
|
|
|
—
|
|
|
909
|
|
|
—
|
|
|
909
|
|
|||||
Asia Pacific
|
387
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
387
|
|
|||||
Total Ride Performance Division
|
2,530
|
|
|
—
|
|
|
2,530
|
|
|
—
|
|
|
2,530
|
|
|||||
Total Tenneco Inc.
|
$
|
8,599
|
|
|
$
|
2,028
|
|
|
$
|
6,571
|
|
|
$
|
—
|
|
|
$
|
6,571
|
|
|
Year Ended December 31, 2017
Versus Year Ended December 31, 2016 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
98
|
|
|
3
|
%
|
|
$
|
95
|
|
|
5
|
%
|
Europe & South America
|
268
|
|
|
14
|
%
|
|
116
|
|
|
10
|
%
|
||
Asia Pacific
|
82
|
|
|
7
|
%
|
|
43
|
|
|
5
|
%
|
||
Total Clean Air Division
|
448
|
|
|
7
|
%
|
|
254
|
|
|
6
|
%
|
||
Ride Performance Division
|
|
|
|
|
|
|
|
||||||
North America
|
(10
|
)
|
|
(1
|
)%
|
|
(11
|
)
|
|
(1
|
)%
|
||
Europe & South America
|
167
|
|
|
18
|
%
|
|
138
|
|
|
15
|
%
|
||
Asia Pacific
|
70
|
|
|
18
|
%
|
|
66
|
|
|
17
|
%
|
||
Total Ride Performance Division
|
227
|
|
|
9
|
%
|
|
193
|
|
|
8
|
%
|
||
Total Tenneco Inc.
|
$
|
675
|
|
|
8
|
%
|
|
$
|
447
|
|
|
7
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
||||
|
(Number of Vehicles in Thousands)
|
||||||||||
North America
|
17,128
|
|
|
17,837
|
|
|
(709
|
)
|
|
(4
|
)%
|
Europe
|
22,229
|
|
|
21,540
|
|
|
689
|
|
|
3
|
%
|
South America
|
3,286
|
|
|
2,737
|
|
|
549
|
|
|
20
|
%
|
Total Europe & South America
|
25,515
|
|
|
24,277
|
|
|
1,238
|
|
|
5
|
%
|
China
|
27,637
|
|
|
27,064
|
|
|
573
|
|
|
2
|
%
|
India
|
4,456
|
|
|
4,175
|
|
|
281
|
|
|
7
|
%
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
3,003
|
|
|
$
|
1,052
|
|
|
$
|
1,951
|
|
|
$
|
(1
|
)
|
|
$
|
1,952
|
|
Europe & South America
|
1,939
|
|
|
718
|
|
|
1,221
|
|
|
(57
|
)
|
|
1,278
|
|
|||||
Asia Pacific
|
1,127
|
|
|
258
|
|
|
869
|
|
|
(44
|
)
|
|
913
|
|
|||||
Total Clean Air Division
|
6,069
|
|
|
2,028
|
|
|
4,041
|
|
|
(102
|
)
|
|
4,143
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
1,234
|
|
|
—
|
|
|
1,234
|
|
|
(13
|
)
|
|
1,247
|
|
|||||
Europe & South America
|
909
|
|
|
—
|
|
|
909
|
|
|
(46
|
)
|
|
955
|
|
|||||
Asia Pacific
|
387
|
|
|
—
|
|
|
387
|
|
|
(21
|
)
|
|
408
|
|
|||||
Total Ride Performance Division
|
2,530
|
|
|
—
|
|
|
2,530
|
|
|
(80
|
)
|
|
2,610
|
|
|||||
Total Tenneco Inc.
|
$
|
8,599
|
|
|
$
|
2,028
|
|
|
$
|
6,571
|
|
|
$
|
(182
|
)
|
|
$
|
6,753
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
2,823
|
|
|
$
|
979
|
|
|
$
|
1,844
|
|
|
$
|
—
|
|
|
$
|
1,844
|
|
Europe & South America
|
1,792
|
|
|
648
|
|
|
1,144
|
|
|
—
|
|
|
1,144
|
|
|||||
Asia Pacific
|
1,080
|
|
|
261
|
|
|
819
|
|
|
—
|
|
|
819
|
|
|||||
Total Clean Air Division
|
5,695
|
|
|
1,888
|
|
|
3,807
|
|
|
—
|
|
|
3,807
|
|
|||||
Ride Performance Division
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
1,313
|
|
|
—
|
|
|
1,313
|
|
|
—
|
|
|
1,313
|
|
|||||
Europe & South America
|
846
|
|
|
—
|
|
|
846
|
|
|
—
|
|
|
846
|
|
|||||
Asia Pacific
|
327
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
327
|
|
|||||
Total Ride Performance Division
|
2,486
|
|
|
—
|
|
|
2,486
|
|
|
—
|
|
|
2,486
|
|
|||||
Total Tenneco Inc.
|
$
|
8,181
|
|
|
$
|
1,888
|
|
|
$
|
6,293
|
|
|
$
|
—
|
|
|
$
|
6,293
|
|
|
Year Ended December 31, 2016
Versus Year Ended December 31, 2015 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
Clean Air Division
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
180
|
|
|
6
|
%
|
|
$
|
108
|
|
|
6
|
%
|
Europe & South America
|
147
|
|
|
8
|
%
|
|
134
|
|
|
12
|
%
|
||
Asia Pacific
|
47
|
|
|
4
|
%
|
|
94
|
|
|
11
|
%
|
||
Total Clean Air Division
|
374
|
|
|
7
|
%
|
|
336
|
|
|
9
|
%
|
||
Ride Performance Division
|
|
|
|
|
|
|
|
||||||
North America
|
(79
|
)
|
|
(6
|
)%
|
|
(66
|
)
|
|
(5
|
)%
|
||
Europe & South America
|
63
|
|
|
7
|
%
|
|
109
|
|
|
13
|
%
|
||
Asia Pacific
|
60
|
|
|
18
|
%
|
|
81
|
|
|
25
|
%
|
||
Total Ride Performance Division
|
44
|
|
|
2
|
%
|
|
124
|
|
|
5
|
%
|
||
Total Tenneco Inc.
|
$
|
418
|
|
|
5
|
%
|
|
$
|
460
|
|
|
7
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||||
|
2017
|
|
2016
|
|
|||||||
|
(Millions)
|
||||||||||
Clean Air Division
|
|
|
|
|
|
||||||
North America
|
$
|
203
|
|
|
$
|
220
|
|
|
$
|
(17
|
)
|
Europe & South America
|
112
|
|
|
98
|
|
|
14
|
|
|||
Asia Pacific
|
133
|
|
|
150
|
|
|
(17
|
)
|
|||
Total Clean Air Division
|
448
|
|
|
468
|
|
|
(20
|
)
|
|||
Ride Performance Division
|
|
|
|
|
|
||||||
North America
|
120
|
|
|
157
|
|
|
(37
|
)
|
|||
Europe & South America
|
21
|
|
|
16
|
|
|
5
|
|
|||
Asia Pacific
|
58
|
|
|
63
|
|
|
(5
|
)
|
|||
Total Ride Performance Division
|
199
|
|
|
236
|
|
|
(37
|
)
|
|||
Other
|
(230
|
)
|
|
(188
|
)
|
|
(42
|
)
|
|||
Total Tenneco Inc.
|
$
|
417
|
|
|
$
|
516
|
|
|
$
|
(99
|
)
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Clean Air Division
|
|
|
|
||||
North America
|
|
|
|
||||
Restructuring and related expenses
|
$
|
3
|
|
|
$
|
—
|
|
Europe & South America
|
|
|
|
||||
Restructuring and related expenses
|
11
|
|
|
3
|
|
||
Asia Pacific
|
|
|
|
||||
Restructuring and related expenses
|
16
|
|
|
4
|
|
||
Total Clean Air Division
|
30
|
|
|
7
|
|
||
Ride Performance Division
|
|
|
|
||||
North America
|
|
|
|
||||
Restructuring and related expenses
|
13
|
|
|
6
|
|
||
Warranty settlement (1)
|
7
|
|
|
—
|
|
||
Europe & South America
|
|
|
|
||||
Restructuring and related expenses
|
12
|
|
|
20
|
|
||
Goodwill impairment charge (2)
|
11
|
|
|
—
|
|
||
Asia Pacific
|
|
|
|
||||
Restructuring and related expenses
|
13
|
|
|
1
|
|
||
Total Ride Performance Division
|
56
|
|
|
27
|
|
||
Other
|
|
|
|
||||
Restructuring and related expenses
|
4
|
|
|
2
|
|
||
Pension charges / Stock vesting charges (3)
|
13
|
|
|
72
|
|
||
Antitrust settlement accrual (4)
|
132
|
|
|
—
|
|
||
Gain on sale of unconsolidated JV (5)
|
(5
|
)
|
|
—
|
|
||
Total Other
|
144
|
|
|
74
|
|
||
Total Tenneco Inc.
|
$
|
230
|
|
|
$
|
108
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||
|
2016
|
|
2015
|
|
|||||||
|
(Millions)
|
||||||||||
Clean Air Division
|
|
|
|
|
|
||||||
North America
|
$
|
220
|
|
|
$
|
244
|
|
|
$
|
(24
|
)
|
Europe & South America
|
98
|
|
|
49
|
|
|
49
|
|
|||
Asia Pacific
|
150
|
|
|
114
|
|
|
36
|
|
|||
Total Clean Air Division
|
468
|
|
|
407
|
|
|
61
|
|
|||
Ride Performance Division
|
|
|
|
|
|
||||||
North America
|
157
|
|
|
155
|
|
|
2
|
|
|||
Europe & South America
|
16
|
|
|
(11
|
)
|
|
27
|
|
|||
Asia Pacific
|
63
|
|
|
44
|
|
|
19
|
|
|||
Total Ride Performance Division
|
236
|
|
|
188
|
|
|
48
|
|
|||
Other
|
(188
|
)
|
|
(87
|
)
|
|
(101
|
)
|
|||
Total Tenneco Inc.
|
$
|
516
|
|
|
$
|
508
|
|
|
$
|
8
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Clean Air Division
|
|
|
|
||||
Europe & South America
|
|
|
|
||||
Restructuring and related expenses
|
$
|
3
|
|
|
$
|
6
|
|
Asia Pacific
|
|
|
|
||||
Restructuring and related expenses
|
4
|
|
|
4
|
|
||
Total Clean Air Division
|
7
|
|
|
10
|
|
||
Ride Performance Division
|
|
|
|
|
|
||
North America
|
|
|
|
||||
Restructuring and related expenses
|
6
|
|
|
2
|
|
||
Europe & South America
|
|
|
|
|
|
||
Restructuring and related expenses
|
20
|
|
|
49
|
|
||
Asia Pacific
|
|
|
|
|
|
||
Restructuring and related expenses
|
1
|
|
|
2
|
|
||
Total Ride Performance Division
|
27
|
|
|
53
|
|
||
Other
|
|
|
|
|
|
||
Restructuring and related expenses
|
2
|
|
|
—
|
|
||
Pension/Postretirement charges (1)
|
72
|
|
|
4
|
|
||
Total Other
|
74
|
|
|
4
|
|
||
Total Tenneco Inc.
|
$
|
108
|
|
|
$
|
67
|
|
(1)
|
Charges related to pension derisking.
|
|
Year Ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Clean Air Division
|
|
|
|
|
|
North America
|
7%
|
|
7%
|
|
9%
|
Europe & South America
|
5%
|
|
5%
|
|
3%
|
Asia Pacific
|
11%
|
|
13%
|
|
11%
|
Total Clean Air Division
|
7%
|
|
8%
|
|
7%
|
Ride Performance Division
|
|
|
|
|
|
North America
|
10%
|
|
13%
|
|
12%
|
Europe & South America
|
2%
|
|
2%
|
|
(1)%
|
Asia Pacific
|
13%
|
|
16%
|
|
13%
|
Total Ride Performance Division
|
7%
|
|
9%
|
|
8%
|
Total Tenneco Inc.
|
4%
|
|
6%
|
|
6%
|
|
December 31,
2016 Restructuring Reserve |
|
2017
Expenses |
|
2017
Cash Payments |
|
Impact of Exchange Rates
|
|
December 31,
2017 Restructuring Reserve |
|||||||
|
(Millions)
|
|||||||||||||||
Employee Severance, Termination Benefits and Other Related Costs
|
$
|
15
|
|
|
49
|
|
|
(41
|
)
|
|
2
|
|
|
$
|
25
|
|
|
Year Ended
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Cash provided (used) by:
|
|
|
|
||||
Operating activities
|
$
|
629
|
|
|
$
|
484
|
|
Investing activities
|
(413
|
)
|
|
(340
|
)
|
||
Financing activities
|
(251
|
)
|
|
(86
|
)
|
|
Year Ended
December 31,
|
|
% Change
|
|||||||
|
2017
|
|
2016
|
|
||||||
|
(Millions)
|
|||||||||
Short-term debt and maturities classified as current
|
$
|
83
|
|
|
$
|
90
|
|
|
(8
|
)%
|
Long-term debt
|
1,358
|
|
|
1,294
|
|
|
5
|
|
||
Total debt
|
1,441
|
|
|
1,384
|
|
|
4
|
|
||
Total redeemable noncontrolling interests
|
42
|
|
|
40
|
|
|
5
|
|
||
Total noncontrolling interests
|
46
|
|
|
47
|
|
|
(2
|
)
|
||
Tenneco Inc. shareholders’ equity
|
696
|
|
|
573
|
|
|
21
|
|
||
Total equity
|
742
|
|
|
620
|
|
|
20
|
|
||
Total capitalization
|
$
|
2,225
|
|
|
$
|
2,044
|
|
|
9
|
%
|
|
Quarter Ended
|
||||||||||||||||||||||
|
December 31,
2017
|
|
September 30,
2017
|
|
June 30,
2017
|
|
March 31,
2017
|
||||||||||||||||
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
||||||||
Leverage Ratio (maximum)
|
3.50
|
|
|
1.95
|
|
|
3.50
|
|
|
2.15
|
|
|
3.50
|
|
|
1.97
|
|
|
3.50
|
|
|
1.62
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
10.77
|
|
|
2.75
|
|
|
11.48
|
|
|
2.75
|
|
|
12.44
|
|
|
2.75
|
|
|
15.38
|
|
Pro forma Consolidated Leverage Ratio
|
Aggregate Senior
Note Maximum
Amount
|
||
|
(Millions)
|
||
Greater than or equal to 3.25x
|
$
|
20
|
|
Greater than or equal to 3.0x
|
$
|
100
|
|
Greater than or equal to 2.5x
|
$
|
225
|
|
Less than 2.5x
|
no limit
|
|
|
Payments due in:
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Beyond
2022
|
|
Total
|
||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||
Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolver borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
—
|
|
|
$
|
244
|
|
Senior term loans
|
20
|
|
|
25
|
|
|
35
|
|
|
40
|
|
|
270
|
|
|
—
|
|
|
390
|
|
|||||||
Senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
725
|
|
|
725
|
|
|||||||
Other long term debt (including maturities classified as current)
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Other subsidiary debt and capital lease obligations
|
1
|
|
|
3
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
10
|
|
|||||||
Short-term debt
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||||
Debt and capital lease obligations
|
103
|
|
|
31
|
|
|
36
|
|
|
41
|
|
|
515
|
|
|
728
|
|
|
1,454
|
|
|||||||
Operating leases
|
46
|
|
|
36
|
|
|
30
|
|
|
23
|
|
|
18
|
|
|
25
|
|
|
178
|
|
|||||||
Purchase obligations (a)
|
191
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|||||||
Interest payments
|
45
|
|
|
60
|
|
|
63
|
|
|
52
|
|
|
209
|
|
|
124
|
|
|
553
|
|
|||||||
Capital commitments
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||||
Total payments
|
$
|
534
|
|
|
$
|
206
|
|
|
$
|
129
|
|
|
$
|
116
|
|
|
$
|
742
|
|
|
$
|
877
|
|
|
$
|
2,604
|
|
•
|
Future reversals of existing taxable temporary differences;
|
•
|
Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;
|
•
|
Tax-planning strategies; and
|
•
|
Taxable income in prior carryback years if carryback is permitted under the relevant tax law.
|
|
|
Notional Amount
in Foreign Currency
|
|
|
|
(Millions)
|
|
British pounds
|
—Purchase
|
11
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
European euro
|
—Sell
|
(4
|
)
|
U.S. dollars
|
—Purchase
|
7
|
|
|
—Sell
|
(15
|
)
|
|
Page
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Net sales and operating revenues
|
$
|
9,274
|
|
|
$
|
8,599
|
|
|
$
|
8,181
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
7,812
|
|
|
7,123
|
|
|
6,828
|
|
|||
Goodwill impairment charge
|
11
|
|
|
—
|
|
|
—
|
|
|||
Engineering, research, and development
|
158
|
|
|
154
|
|
|
146
|
|
|||
Selling, general, and administrative
|
648
|
|
|
589
|
|
|
491
|
|
|||
Depreciation and amortization of other intangibles
|
224
|
|
|
212
|
|
|
203
|
|
|||
|
8,853
|
|
|
8,078
|
|
|
7,668
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Loss on sale of receivables
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Other income (expense)
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||
|
(4
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Earnings before interest expense, income taxes, and noncontrolling interests
|
417
|
|
|
516
|
|
|
508
|
|
|||
Interest expense
|
73
|
|
|
92
|
|
|
67
|
|
|||
Earnings before income taxes and noncontrolling interests
|
344
|
|
|
424
|
|
|
441
|
|
|||
Income tax expense
|
70
|
|
|
—
|
|
|
146
|
|
|||
Net income
|
274
|
|
|
424
|
|
|
295
|
|
|||
Less: Net income attributable to noncontrolling interests
|
67
|
|
|
68
|
|
|
54
|
|
|||
Net income attributable to Tenneco Inc.
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
Earnings per share
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
||||||
Basic
|
52,796,184
|
|
|
55,939,135
|
|
|
59,678,309
|
|
|||
Diluted
|
53,026,911
|
|
|
56,407,436
|
|
|
60,193,150
|
|
|||
Basic earnings per share of common stock
|
$
|
3.93
|
|
|
$
|
6.36
|
|
|
$
|
4.05
|
|
Diluted earnings per share of common stock
|
$
|
3.91
|
|
|
$
|
6.31
|
|
|
$
|
4.01
|
|
Cash dividends declared
|
$
|
1.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
207
|
|
|
|
|
$
|
67
|
|
|
|
|
$
|
274
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(338
|
)
|
|
|
|
$
|
(5
|
)
|
|
|
|
$
|
(343
|
)
|
|
|
||||||
Translation of foreign currency statements, net of tax
|
97
|
|
|
97
|
|
|
2
|
|
|
2
|
|
|
99
|
|
|
99
|
|
||||||
Balance December 31
|
(241
|
)
|
|
|
|
(3
|
)
|
|
|
|
(244
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(327
|
)
|
|
|
|
—
|
|
|
|
|
(327
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement benefits, net of tax
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
||||||
Balance December 31
|
(300
|
)
|
|
|
|
—
|
|
|
|
|
(300
|
)
|
|
|
|||||||||
Balance December 31
|
$
|
(541
|
)
|
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
(544
|
)
|
|
|
||||||
Other comprehensive income
|
|
|
124
|
|
|
|
|
2
|
|
|
|
|
126
|
|
|||||||||
Comprehensive Income
|
|
|
$
|
331
|
|
|
|
|
$
|
69
|
|
|
|
|
$
|
400
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
356
|
|
|
|
|
$
|
68
|
|
|
|
|
$
|
424
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(297
|
)
|
|
|
|
$
|
(1
|
)
|
|
|
|
$
|
(298
|
)
|
|
|
||||||
Translation of foreign currency statements, net of tax
|
(41
|
)
|
|
(41
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(45
|
)
|
|
(45
|
)
|
||||||
Balance December 31
|
(338
|
)
|
|
|
|
(5
|
)
|
|
|
|
(343
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(368
|
)
|
|
|
|
—
|
|
|
|
|
(368
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement benefits, net of tax
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||||
Balance December 31
|
(327
|
)
|
|
|
|
—
|
|
|
|
|
(327
|
)
|
|
|
|||||||||
Balance December 31
|
$
|
(665
|
)
|
|
|
|
$
|
(5
|
)
|
|
|
|
$
|
(670
|
)
|
|
|
||||||
Other comprehensive loss
|
|
|
—
|
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
|||||||||
Comprehensive Income
|
|
|
$
|
356
|
|
|
|
|
$
|
64
|
|
|
|
|
$
|
420
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Comprehensive
Income
(Loss)
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
241
|
|
|
|
|
$
|
54
|
|
|
|
|
$
|
295
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(166
|
)
|
|
|
|
$
|
3
|
|
|
|
|
$
|
(163
|
)
|
|
|
||||||
Translation of foreign currency statements, net of tax
|
(131
|
)
|
|
(131
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(135
|
)
|
|
(135
|
)
|
||||||
Balance December 31
|
(297
|
)
|
|
|
|
(1
|
)
|
|
|
|
(298
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(379
|
)
|
|
|
|
—
|
|
|
|
|
(379
|
)
|
|
|
|||||||||
Adjustment to the Liability for Pension and Postretirement benefits, net of tax
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Balance December 31
|
(368
|
)
|
|
|
|
—
|
|
|
|
|
(368
|
)
|
|
|
|||||||||
Balance December 31
|
$
|
(665
|
)
|
|
|
|
$
|
(1
|
)
|
|
|
|
$
|
(666
|
)
|
|
|
||||||
Other comprehensive loss
|
|
|
(120
|
)
|
|
|
|
(4
|
)
|
|
|
|
(124
|
)
|
|||||||||
Comprehensive Income
|
|
|
$
|
121
|
|
|
|
|
$
|
50
|
|
|
|
|
$
|
171
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
315
|
|
|
$
|
347
|
|
Restricted cash
|
3
|
|
|
2
|
|
||
Receivables —
|
|
|
|
||||
Customer notes and accounts, net
|
1,294
|
|
|
1,272
|
|
||
Other
|
27
|
|
|
22
|
|
||
Inventories
|
869
|
|
|
730
|
|
||
Prepayments and other
|
291
|
|
|
229
|
|
||
Total current assets
|
2,799
|
|
|
2,602
|
|
||
Other assets:
|
|
|
|
||||
Long-term receivables, net
|
9
|
|
|
9
|
|
||
Goodwill
|
49
|
|
|
57
|
|
||
Intangibles, net
|
22
|
|
|
19
|
|
||
Deferred income taxes
|
204
|
|
|
199
|
|
||
Other
|
144
|
|
|
103
|
|
||
|
428
|
|
|
387
|
|
||
Plant, property, and equipment, at cost
|
4,008
|
|
|
3,548
|
|
||
Less — Accumulated depreciation and amortization
|
(2,393
|
)
|
|
(2,191
|
)
|
||
|
1,615
|
|
|
1,357
|
|
||
Total Assets
|
$
|
4,842
|
|
|
$
|
4,346
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Short-term debt (including current maturities of long-term debt)
|
$
|
83
|
|
|
$
|
90
|
|
Accounts payable
|
1,705
|
|
|
1,501
|
|
||
Accrued taxes
|
45
|
|
|
39
|
|
||
Accrued interest
|
14
|
|
|
15
|
|
||
Accrued liabilities
|
287
|
|
|
285
|
|
||
Other
|
132
|
|
|
43
|
|
||
Total current liabilities
|
2,266
|
|
|
1,973
|
|
||
Long-term debt
|
1,358
|
|
|
1,294
|
|
||
Deferred income taxes
|
11
|
|
|
7
|
|
||
Pension and postretirement benefits
|
268
|
|
|
273
|
|
||
Deferred credits and other liabilities
|
155
|
|
|
139
|
|
||
Commitments and contingencies
|
|
|
|
||||
Total liabilities
|
4,058
|
|
|
3,686
|
|
||
Redeemable noncontrolling interests
|
42
|
|
|
40
|
|
||
Tenneco Inc. Shareholders’ equity:
|
|
|
|
||||
Common stock
|
1
|
|
|
1
|
|
||
Premium on common stock and other capital surplus
|
3,112
|
|
|
3,098
|
|
||
Accumulated other comprehensive loss
|
(541
|
)
|
|
(665
|
)
|
||
Retained earnings (accumulated deficit)
|
(946
|
)
|
|
(1,100
|
)
|
||
|
1,626
|
|
|
1,334
|
|
||
Less — Shares held as treasury stock, at cost
|
930
|
|
|
761
|
|
||
Total Tenneco Inc. shareholders’ equity
|
696
|
|
|
573
|
|
||
Noncontrolling interests
|
46
|
|
|
47
|
|
||
Total equity
|
742
|
|
|
620
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
4,842
|
|
|
$
|
4,346
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
274
|
|
|
$
|
424
|
|
|
$
|
295
|
|
Adjustments to reconcile net income to cash provided by operating activities —
|
|
|
|
|
|
||||||
Goodwill impairment charge
|
11
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization of other intangibles
|
224
|
|
|
212
|
|
|
203
|
|
|||
Deferred income taxes
|
(10
|
)
|
|
(80
|
)
|
|
(2
|
)
|
|||
Stock-based compensation
|
14
|
|
|
14
|
|
|
15
|
|
|||
Loss on sale of assets
|
5
|
|
|
4
|
|
|
4
|
|
|||
Changes in components of working capital —
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
31
|
|
|
(215
|
)
|
|
(90
|
)
|
|||
(Increase) decrease in inventories
|
(96
|
)
|
|
(57
|
)
|
|
(36
|
)
|
|||
(Increase) decrease in prepayments and other current assets
|
(39
|
)
|
|
(8
|
)
|
|
37
|
|
|||
Increase (decrease) in payables
|
129
|
|
|
114
|
|
|
90
|
|
|||
Increase (decrease) in accrued taxes
|
4
|
|
|
2
|
|
|
(1
|
)
|
|||
Increase (decrease) in accrued interest
|
(2
|
)
|
|
12
|
|
|
1
|
|
|||
Increase (decrease) in other current liabilities
|
68
|
|
|
26
|
|
|
(10
|
)
|
|||
Change in long-term assets
|
(22
|
)
|
|
6
|
|
|
3
|
|
|||
Change in long-term liabilities
|
34
|
|
|
33
|
|
|
8
|
|
|||
Other
|
4
|
|
|
(3
|
)
|
|
11
|
|
|||
Net cash provided by operating activities
|
629
|
|
|
484
|
|
|
528
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Proceeds from sale of assets
|
8
|
|
|
6
|
|
|
4
|
|
|||
Proceeds from sale of equity interest
|
9
|
|
|
—
|
|
|
—
|
|
|||
Cash payments for plant, property, and equipment
|
(394
|
)
|
|
(325
|
)
|
|
(286
|
)
|
|||
Cash payments for software related intangible assets
|
(25
|
)
|
|
(20
|
)
|
|
(23
|
)
|
|||
Change in restricted cash
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|||
Other
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by investing activities
|
(413
|
)
|
|
(340
|
)
|
|
(303
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Cash dividends
|
(53
|
)
|
|
—
|
|
|
—
|
|
|||
Retirement of long-term debt
|
(19
|
)
|
|
(531
|
)
|
|
(37
|
)
|
|||
Issuance of long-term debt
|
137
|
|
|
509
|
|
|
1
|
|
|||
Debt issuance costs of long-term debt
|
(8
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Purchase of common stock under the share repurchase program
|
(169
|
)
|
|
(225
|
)
|
|
(213
|
)
|
|||
Issuance (repurchase) of common stock
|
(1
|
)
|
|
13
|
|
|
1
|
|
|||
Increase (decrease) in bank overdrafts
|
(7
|
)
|
|
10
|
|
|
(22
|
)
|
|||
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
(67
|
)
|
|
202
|
|
|
102
|
|
|||
Net increase in short-term borrowings secured by accounts receivable
|
—
|
|
|
—
|
|
|
30
|
|
|||
Distribution to noncontrolling interest partners
|
(64
|
)
|
|
(55
|
)
|
|
(44
|
)
|
|||
Net cash used by financing activities
|
(251
|
)
|
|
(86
|
)
|
|
(183
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
3
|
|
|
2
|
|
|
(37
|
)
|
|||
Increase in cash and cash equivalents
|
(32
|
)
|
|
60
|
|
|
5
|
|
|||
Cash and cash equivalents, January 1
|
347
|
|
|
287
|
|
|
282
|
|
|||
Cash and cash equivalents, December 31 (Note)
|
$
|
315
|
|
|
$
|
347
|
|
|
$
|
287
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
78
|
|
|
$
|
76
|
|
|
$
|
68
|
|
Cash paid during the year for income taxes (net of refunds)
|
95
|
|
|
113
|
|
|
105
|
|
|||
Non-cash Investing and Financing Activities
|
|
|
|
|
|
||||||
Period end balance of trade payables for plant, property, and equipment
|
$
|
59
|
|
|
$
|
68
|
|
|
$
|
50
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
|
(Millions Except Share Amounts)
|
|||||||||||||||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
65,891,930
|
|
|
$
|
1
|
|
|
65,067,132
|
|
|
$
|
1
|
|
|
64,454,248
|
|
|
$
|
1
|
|
Issued pursuant to benefit plans
|
34,760
|
|
|
—
|
|
|
292,514
|
|
|
—
|
|
|
335,766
|
|
|
—
|
|
|||
Restricted shares forfeited
|
(126,682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock options exercised
|
233,501
|
|
|
—
|
|
|
532,284
|
|
|
—
|
|
|
277,118
|
|
|
—
|
|
|||
Balance December 31
|
66,033,509
|
|
|
1
|
|
|
65,891,930
|
|
|
1
|
|
|
65,067,132
|
|
|
1
|
|
|||
Premium on Common Stock and Other Capital Surplus
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
|
|
3,098
|
|
|
|
|
3,081
|
|
|
|
|
3,059
|
|
||||||
Premium on common stock issued pursuant to benefit plans
|
|
|
14
|
|
|
|
|
17
|
|
|
|
|
22
|
|
||||||
Balance December 31
|
|
|
3,112
|
|
|
|
|
3,098
|
|
|
|
|
3,081
|
|
||||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
|
|
(665
|
)
|
|
|
|
(665
|
)
|
|
|
|
(545
|
)
|
||||||
Other comprehensive gain (loss)
|
|
|
124
|
|
|
|
|
—
|
|
|
|
|
(120
|
)
|
||||||
Balance December 31
|
|
|
(541
|
)
|
|
|
|
(665
|
)
|
|
|
|
(665
|
)
|
||||||
Retained Earnings (Accumulated Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
|
|
(1,100
|
)
|
|
|
|
(1,456
|
)
|
|
|
|
(1,697
|
)
|
||||||
Net income attributable to Tenneco Inc.
|
|
|
207
|
|
|
|
|
356
|
|
|
|
|
241
|
|
||||||
Cash dividends declared
|
|
|
(53
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Balance December 31
|
|
|
(946
|
)
|
|
|
|
(1,100
|
)
|
|
|
|
(1,456
|
)
|
||||||
Less — Common Stock Held as Treasury Stock, at Cost
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
11,655,938
|
|
|
761
|
|
|
7,473,325
|
|
|
536
|
|
|
3,244,692
|
|
|
323
|
|
|||
Purchase of common stock through stock repurchase program
|
2,936,950
|
|
|
169
|
|
|
4,182,613
|
|
|
225
|
|
|
4,228,633
|
|
|
213
|
|
|||
Balance December 31
|
14,592,888
|
|
|
930
|
|
|
11,655,938
|
|
|
761
|
|
|
7,473,325
|
|
|
536
|
|
|||
Total Tenneco Inc. shareholders’ equity
|
|
|
$
|
696
|
|
|
|
|
$
|
573
|
|
|
|
|
$
|
425
|
|
|||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance January 1
|
|
|
47
|
|
|
|
|
39
|
|
|
|
|
40
|
|
||||||
Net income
|
|
|
31
|
|
|
|
|
32
|
|
|
|
|
22
|
|
||||||
Other comprehensive loss
|
|
|
(1
|
)
|
|
|
|
(2
|
)
|
|
|
|
(3
|
)
|
||||||
Dividends declared
|
|
|
(31
|
)
|
|
|
|
(22
|
)
|
|
|
|
(20
|
)
|
||||||
Balance December 31
|
|
|
$
|
46
|
|
|
|
|
$
|
47
|
|
|
|
|
$
|
39
|
|
|||
Total equity
|
|
|
$
|
742
|
|
|
|
|
$
|
620
|
|
|
|
|
$
|
464
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Balance January 1
|
$
|
40
|
|
|
$
|
41
|
|
|
$
|
34
|
|
Net income attributable to redeemable noncontrolling interests
|
36
|
|
|
36
|
|
|
32
|
|
|||
Other comprehensive income (loss)
|
3
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Dividends declared
|
(37
|
)
|
|
(35
|
)
|
|
(24
|
)
|
|||
Balance December 31
|
$
|
42
|
|
|
$
|
40
|
|
|
$
|
41
|
|
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Finished goods
|
$
|
349
|
|
|
$
|
284
|
|
Work in process
|
268
|
|
|
245
|
|
||
Raw materials
|
178
|
|
|
137
|
|
||
Materials and supplies
|
74
|
|
|
64
|
|
||
|
$
|
869
|
|
|
$
|
730
|
|
|
Clean Air Division
|
|
Ride Performance Division
|
|
|
||||||||||||||||||||||
|
North
America |
|
Europe and South America
|
|
Asia
Pacific |
|
North
America |
|
Europe and South America
|
|
Asia
Pacific |
|
Total
|
||||||||||||||
(Millions)
|
|||||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
60
|
|
Translation Adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Balance at December 31, 2016
|
14
|
|
|
11
|
|
|
—
|
|
|
10
|
|
|
11
|
|
|
11
|
|
|
57
|
|
|||||||
Translation Adjustment
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|||||||
Goodwill Impairment Charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||||
Balance at December 31, 2017
|
14
|
|
|
12
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
13
|
|
|
49
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Gross Carrying
Value |
|
Accumulated
Amortization |
|
Gross Carrying
Value |
|
Accumulated
Amortization |
||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||
Customer contract
|
$
|
8
|
|
|
$
|
(5
|
)
|
|
$
|
8
|
|
|
$
|
(5
|
)
|
Patents
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||||
Technology rights
|
29
|
|
|
(23
|
)
|
|
29
|
|
|
(21
|
)
|
||||
Other
|
15
|
|
|
(2
|
)
|
|
9
|
|
|
(1
|
)
|
||||
Total
|
$
|
53
|
|
|
$
|
(31
|
)
|
|
$
|
47
|
|
|
$
|
(28
|
)
|
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Land, buildings, and improvements
|
$
|
635
|
|
|
$
|
568
|
|
Machinery and equipment
|
2,983
|
|
|
2,638
|
|
||
Other, including construction in progress
|
390
|
|
|
342
|
|
||
|
$
|
4,008
|
|
|
$
|
3,548
|
|
•
|
Future reversals of existing taxable temporary differences;
|
•
|
Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;
|
•
|
Tax-planning strategies; and
|
•
|
Taxable income in prior carryback years if carryback is permitted under the relevant tax law.
|
•
|
We recorded a tax benefit of
$2 million
within income tax expense for the year ended
December 31, 2017
related to the excess tax benefit on share-based awards. Prior to adoption, this amount would have been recorded as premium on common stock and other capital surplus.
|
•
|
We no longer reclassify the excess tax benefit from operating activities to financing activities in the statement of cash flows. Cash payments made to the taxing authorities on employees' behalf for withheld shares are presented as financing activities. Tenneco elected to apply this change in presentation retrospectively and thus prior periods have been adjusted.
|
•
|
We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the quarter ended
December 31, 2017
. The impact was not material.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||
Basic earnings per share —
|
|
|
|
|
|
||||||
Net income attributable to Tenneco Inc.
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
Average shares of common stock outstanding
|
52,796,184
|
|
|
55,939,135
|
|
|
59,678,309
|
|
|||
Earnings per average share of common stock
|
$
|
3.93
|
|
|
$
|
6.36
|
|
|
$
|
4.05
|
|
Diluted earnings per share —
|
|
|
|
|
|
||||||
Net income attributable to Tenneco Inc.
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
Average shares of common stock outstanding
|
52,796,184
|
|
|
55,939,135
|
|
|
59,678,309
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Restricted stock
|
111,062
|
|
|
175,513
|
|
|
96,168
|
|
|||
Stock options
|
119,665
|
|
|
292,788
|
|
|
418,673
|
|
|||
Average shares of common stock outstanding including dilutive securities
|
53,026,911
|
|
|
56,407,436
|
|
|
60,193,150
|
|
|||
Earnings per average share of common stock
|
$
|
3.91
|
|
|
$
|
6.31
|
|
|
$
|
4.01
|
|
|
December 31,
2016 Restructuring Reserve |
|
2017
Expenses |
|
2017
Cash Payments |
|
Impact of Exchange Rates
|
|
December 31,
2017 Restructuring Reserve |
|||||||
|
(Millions)
|
|||||||||||||||
Employee Severance, Termination Benefits and Other Related Costs
|
$
|
15
|
|
|
49
|
|
|
(41
|
)
|
|
2
|
|
|
$
|
25
|
|
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Tenneco Inc. —
|
|
|
|
||||
Revolver borrowings due 2019, average effective interest rate 2.3% in 2016
|
$
|
—
|
|
|
$
|
300
|
|
Revolver borrowings due 2022, average effective interest rate 3.8% in 2017
|
244
|
|
|
|
|
||
Senior Tranche A Term Loan due 2017 through 2020, average effective interest rate 2.2% in 2016
|
—
|
|
|
270
|
|
||
Senior Tranche A Term Loan due 2017 through 2022, average effective interest rate 2.9% in 2017
|
390
|
|
|
—
|
|
||
5 3/8% Senior Notes due 2024
|
225
|
|
|
225
|
|
||
5% Senior Notes due 2026
|
500
|
|
|
500
|
|
||
Other subsidiaries —
|
|
|
|
||||
Other Long Term Debt due in 2020, average interest rate 1.7% in 2017 and 2016
|
5
|
|
|
7
|
|
||
Notes due 2018 through 2028, average effective interest rate 0.3% in 2017 and 0.2% in 2016
|
10
|
|
|
8
|
|
||
|
1,374
|
|
|
1,310
|
|
||
Less — maturities classified as current
|
3
|
|
|
3
|
|
||
unamortized debt issuance costs
|
13
|
|
|
13
|
|
||
Total long-term debt
|
$
|
1,358
|
|
|
$
|
1,294
|
|
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Maturities classified as current
|
$
|
3
|
|
|
$
|
3
|
|
Short-term borrowings
|
80
|
|
|
87
|
|
||
Total short-term debt
|
$
|
83
|
|
|
$
|
90
|
|
|
Notes Payable(a)
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Outstanding borrowings at end of year
|
$
|
80
|
|
|
$
|
87
|
|
Weighted average interest rate on outstanding borrowings at end of year(b)
|
2.9
|
%
|
|
2.8
|
%
|
||
Maximum month-end outstanding borrowings during year
|
$
|
205
|
|
|
$
|
193
|
|
Average month-end outstanding borrowings during year
|
$
|
186
|
|
|
$
|
177
|
|
Weighted average interest rate on average month-end outstanding borrowings during year(b)
|
2.7
|
%
|
|
2.4
|
%
|
(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 facility balances which are recorded as interest expense for accounting purposes.
|
|
Committed Credit Facilities(a) as of December 31, 2017
|
||||||||||||||||
|
Term
|
|
Commitments
|
|
Borrowings
|
|
Letters of
Credit(b)
|
|
Available
|
||||||||
|
(Millions)
|
||||||||||||||||
Tenneco Inc. revolving credit agreement
|
2022
|
|
$
|
1,600
|
|
|
$
|
244
|
|
|
$
|
—
|
|
|
$
|
1,356
|
|
Tenneco Inc. tranche A term facility
|
2022
|
|
390
|
|
|
390
|
|
|
—
|
|
|
—
|
|
||||
Subsidiaries’ credit agreements
|
2018-2028
|
|
239
|
|
|
95
|
|
|
—
|
|
|
144
|
|
||||
|
|
|
$
|
2,229
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
(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 revolving credit agreement.
|
|
Quarter Ended
|
||||||||||||||||||||||
|
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||||||||||
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
|
Req.
|
|
Act.
|
||||||||
Leverage Ratio (maximum)
|
3.50
|
|
|
1.95
|
|
|
3.50
|
|
|
2.15
|
|
|
3.50
|
|
|
1.97
|
|
|
3.50
|
|
|
1.62
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
10.77
|
|
|
2.75
|
|
|
11.48
|
|
|
2.75
|
|
|
12.44
|
|
|
2.75
|
|
|
15.38
|
|
Pro forma Consolidated
Leverage Ratio |
Aggregate Senior
Note Maximum Amount |
||
|
(Millions)
|
||
Greater than or equal to 3.25x
|
$
|
20
|
|
Greater than or equal to 3.0x
|
$
|
100
|
|
Greater than or equal to 2.5x
|
$
|
225
|
|
Less than 2.5x
|
no limit
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
|
(Millions)
|
||||||||||||||
Long-term debt (including current maturities)
|
$
|
1,361
|
|
|
$
|
1,398
|
|
|
$
|
1,297
|
|
|
$
|
1,311
|
|
Equity swap agreement and foreign currency forward contracts:
|
|
|
|
|
|
|
|
||||||||
Asset derivative contracts (a)
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Level 1
|
—
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
—
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
|
|
|
|
Level 3
|
—
|
Unobservable inputs based on our own assumptions.
|
|
|
Notional Amount
in Foreign Currency |
|
|
|
(Millions)
|
|
British pounds
|
—Purchase
|
11
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
European euro
|
—Sell
|
(4
|
)
|
U.S. dollars
|
—Purchase
|
7
|
|
|
—Sell
|
(15
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
U.S. income (loss) before income taxes
|
$
|
(25
|
)
|
|
$
|
63
|
|
|
$
|
198
|
|
Foreign income before income taxes
|
369
|
|
|
361
|
|
|
243
|
|
|||
Income before income taxes and noncontrolling interests
|
$
|
344
|
|
|
$
|
424
|
|
|
$
|
441
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Income tax expense computed at the statutory U.S. federal income tax rate
|
$
|
120
|
|
|
$
|
148
|
|
|
$
|
154
|
|
Increases (reductions) in income tax expense resulting from:
|
|
|
|
|
|
||||||
Foreign income taxed at different rates
|
(48
|
)
|
|
(42
|
)
|
|
(14
|
)
|
|||
Transition Tax under Tax Cuts and Jobs Act ("TCJA")
|
43
|
|
|
—
|
|
|
—
|
|
|||
Re-measurement of Worldwide Deferred Taxes
|
48
|
|
|
—
|
|
|
(4
|
)
|
|||
State and local taxes on income, net of U.S. federal income tax benefit
|
(2
|
)
|
|
3
|
|
|
11
|
|
|||
Changes in valuation allowance for tax loss carryforwards and credits
|
(1
|
)
|
|
18
|
|
|
13
|
|
|||
Foreign tax holidays
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Investment and R&D tax credits
|
(6
|
)
|
|
(6
|
)
|
|
(26
|
)
|
|||
Foreign earnings subject to U.S. federal income tax
|
(74
|
)
|
|
(101
|
)
|
|
12
|
|
|||
Adjustment of prior years taxes
|
—
|
|
|
—
|
|
|
2
|
|
|||
Tax contingencies
|
(1
|
)
|
|
(7
|
)
|
|
4
|
|
|||
Other
|
(9
|
)
|
|
(13
|
)
|
|
1
|
|
|||
Income tax expense
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
146
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Deferred tax assets —
|
|
|
|
||||
Tax loss carryforwards:
|
|
|
|
||||
State
|
$
|
19
|
|
|
$
|
13
|
|
Foreign
|
114
|
|
|
92
|
|
||
Tax credits
|
118
|
|
|
83
|
|
||
Postretirement benefits other than pensions
|
37
|
|
|
55
|
|
||
Pensions
|
24
|
|
|
48
|
|
||
Bad debts
|
3
|
|
|
3
|
|
||
Sales allowances
|
4
|
|
|
7
|
|
||
Payroll accruals
|
18
|
|
|
39
|
|
||
Other accruals
|
64
|
|
|
50
|
|
||
Valuation allowance
|
(163
|
)
|
|
(145
|
)
|
||
Total deferred tax assets
|
238
|
|
|
245
|
|
||
Deferred tax liabilities —
|
|
|
|
||||
Tax over book depreciation
|
45
|
|
|
53
|
|
||
Total deferred tax liabilities
|
45
|
|
|
53
|
|
||
Net deferred tax assets
|
$
|
193
|
|
|
$
|
192
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Balance Sheet:
|
|
|
|
||||
Non-current portion — deferred tax asset
|
$
|
204
|
|
|
$
|
199
|
|
Non-current portion — deferred tax liability
|
(11
|
)
|
|
(7
|
)
|
||
Net deferred tax assets
|
$
|
193
|
|
|
$
|
192
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Uncertain tax positions —
|
|
|
|
|
|
||||||
Balance January 1
|
$
|
111
|
|
|
$
|
123
|
|
|
$
|
114
|
|
Gross increases in tax positions in current period
|
6
|
|
|
6
|
|
|
7
|
|
|||
Gross increases in tax positions in prior period
|
2
|
|
|
2
|
|
|
14
|
|
|||
Gross decreases in tax positions in prior period
|
(2
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Gross decreases — settlements
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Gross decreases — statute of limitations expired
|
(5
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|||
Balance December 31
|
$
|
112
|
|
|
$
|
111
|
|
|
$
|
123
|
|
|
Open To Tax
Year |
United States
|
2006
|
China
|
2007
|
Spain
|
2004
|
Canada
|
2014
|
Brazil
|
2012
|
Mexico
|
2012
|
Belgium
|
2015
|
Germany
|
2013
|
United Kingdom
|
2015
|
|
Year Ended December 31, 2017
|
|||||||||||
|
Shares
Under Option |
|
Weighted Avg.
Exercise Prices |
|
Weighted Avg.
Remaining Life in Years |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
|
(Millions)
|
|||||
Outstanding Stock Options:
|
|
|
|
|
|
|
|
|||||
Outstanding, January 1, 2017
|
606,525
|
|
|
$
|
38.54
|
|
|
2.6
|
|
$
|
12
|
|
Canceled
|
(2,214
|
)
|
|
56.23
|
|
|
|
|
|
|||
Forfeited
|
(1,107
|
)
|
|
56.23
|
|
|
|
|
|
|||
Exercised
|
(164,863
|
)
|
|
33.70
|
|
|
|
|
5
|
|
||
Outstanding, March 31, 2017
|
438,341
|
|
|
$
|
40.22
|
|
|
2.6
|
|
$
|
11
|
|
Forfeited
|
(278
|
)
|
|
66.54
|
|
|
|
|
|
|||
Exercised
|
(3,242
|
)
|
|
45.42
|
|
|
|
|
—
|
|
||
Outstanding, June 30, 2017
|
434,821
|
|
|
$
|
40.16
|
|
|
2.4
|
|
$
|
8
|
|
Forfeited
|
(41,369
|
)
|
|
19.53
|
|
|
|
|
|
|||
Exercised
|
(50,125
|
)
|
|
34.79
|
|
|
|
|
1
|
|
||
Outstanding, September 30, 2017
|
343,327
|
|
|
$
|
43.44
|
|
|
2.4
|
|
$
|
4
|
|
Forfeited
|
(628
|
)
|
|
62.54
|
|
|
|
|
|
|||
Exercised
|
(24,683
|
)
|
|
40.86
|
|
|
|
|
—
|
|
||
Outstanding, December 31, 2017
|
318,016
|
|
|
$
|
43.60
|
|
|
2.3
|
|
$
|
5
|
|
|
Year Ended December 31, 2017
|
|||||
|
Shares
|
|
Weighted Avg.
Grant Date Fair Value |
|||
Nonvested Restricted Shares
|
|
|
|
|||
Nonvested balance at January 1, 2017
|
591,416
|
|
|
$
|
44.63
|
|
Granted
|
182,543
|
|
|
68.04
|
|
|
Vested
|
(261,003
|
)
|
|
50.95
|
|
|
Forfeited
|
(65,354
|
)
|
|
53.12
|
|
|
Nonvested balance at March 31, 2017
|
447,602
|
|
|
$
|
49.25
|
|
Granted
|
23,295
|
|
|
57.22
|
|
|
Vested
|
(15,336
|
)
|
|
46.77
|
|
|
Forfeited
|
(6,271
|
)
|
|
48.10
|
|
|
Nonvested balance at June 30, 2017
|
449,290
|
|
|
$
|
49.79
|
|
Granted
|
2,001
|
|
|
55.80
|
|
|
Vested
|
(4,581
|
)
|
|
55.52
|
|
|
Forfeited
|
(10,234
|
)
|
|
44.82
|
|
|
Nonvested balance at September 30, 2017
|
436,476
|
|
|
$
|
49.87
|
|
Vested
|
(19,228
|
)
|
|
47.45
|
|
|
Forfeited
|
(6,997
|
)
|
|
51.79
|
|
|
Nonvested balance at December 31, 2017
|
410,251
|
|
|
$
|
49.95
|
|
|
Percentage of Fair Market Value
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||
Equity Securities
|
70
|
%
|
|
50
|
%
|
|
70
|
%
|
|
61
|
%
|
Debt Securities
|
29
|
%
|
|
42
|
%
|
|
30
|
%
|
|
34
|
%
|
Real Estate
|
—
|
|
|
2
|
%
|
|
—
|
|
|
2
|
%
|
Other
|
1
|
%
|
|
6
|
%
|
|
—
|
%
|
|
3
|
%
|
|
Fair Value Level as of December 31, 2017
|
||||||||||||||||||||||
|
US
|
|
Foreign
|
||||||||||||||||||||
Asset Category
|
Level 1
|
|
Assets
Measurement at NAV |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets
Measurement at NAV |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. large cap
|
$
|
21
|
|
|
$
|
85
|
|
|
$
|
3
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
U.S. mid cap
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
U.S. small cap
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. large cap
|
—
|
|
|
15
|
|
|
10
|
|
|
48
|
|
|
—
|
|
|
56
|
|
||||||
Non-U.S. mid cap
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
9
|
|
||||||
Non-U.S. small cap
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Emerging markets
|
—
|
|
|
5
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
1
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasuries/government bonds
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
U.S. corporate bonds
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
U.S. other fixed income
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. treasuries/government bonds
|
—
|
|
|
—
|
|
|
1
|
|
|
112
|
|
|
—
|
|
|
32
|
|
||||||
Non-U.S. corporate bonds
|
—
|
|
|
—
|
|
|
4
|
|
|
15
|
|
|
—
|
|
|
13
|
|
||||||
Non-U.S. municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Non-U.S. other fixed income
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-U.S. real estate
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
9
|
|
|
—
|
|
||||||
Cash held in bank accounts
|
2
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
23
|
|
|
$
|
179
|
|
|
$
|
34
|
|
|
$
|
252
|
|
|
$
|
9
|
|
|
$
|
143
|
|
|
Fair Value Level as of December 31, 2016
|
||||||||||||||||||||||
|
US
|
|
Foreign
|
||||||||||||||||||||
Asset Category
|
Level 1
|
|
Asset
Measurement at NAV |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset
Measurement at NAV |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. large cap
|
$
|
22
|
|
|
$
|
77
|
|
|
$
|
2
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
26
|
|
U.S. mid cap
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
U.S. small cap
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. large cap
|
—
|
|
|
—
|
|
|
7
|
|
|
67
|
|
|
—
|
|
|
46
|
|
||||||
Non-U.S. mid cap
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
8
|
|
||||||
Non-U.S. small cap
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
1
|
|
||||||
Emerging markets
|
—
|
|
|
5
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
1
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasuries/government bonds
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
U.S. corporate bonds
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
U.S. other fixed income
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. treasuries/government bonds
|
—
|
|
|
—
|
|
|
1
|
|
|
38
|
|
|
—
|
|
|
29
|
|
||||||
Non-U.S. corporate bonds
|
—
|
|
|
—
|
|
|
4
|
|
|
23
|
|
|
—
|
|
|
12
|
|
||||||
Non-U.S. municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Non-U.S. other fixed income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. real estate
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
9
|
|
|
—
|
|
||||||
Cash held in bank accounts
|
2
|
|
|
—
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
24
|
|
|
$
|
168
|
|
|
$
|
27
|
|
|
$
|
209
|
|
|
$
|
9
|
|
|
$
|
124
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Level 3 Assets
|
|
Level 3 Assets
|
||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||
Balance at December 31 of the previous year
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Relating to assets still held at the reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Ending Balance at December 31
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Asset Category
|
Fair Value Level
|
|
Value
|
|
Percentage of
Total Assets |
||||
|
(Millions)
|
||||||||
2017:
|
|
|
|
|
|
||||
Tenneco Stock
|
1
|
|
|
$
|
21
|
|
|
3.3
|
%
|
2016:
|
|
|
|
|
|
||||
Tenneco Stock
|
1
|
|
|
$
|
22
|
|
|
4.0
|
%
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
|
US
|
|
US
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at December 31 of the previous year
|
$
|
272
|
|
|
$
|
438
|
|
|
$
|
416
|
|
|
$
|
425
|
|
|
$
|
143
|
|
|
$
|
141
|
|
Currency rate conversion
|
—
|
|
|
42
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
(7
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Service cost
|
1
|
|
|
9
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
10
|
|
|
13
|
|
|
15
|
|
|
14
|
|
|
6
|
|
|
6
|
|
||||||
Administrative expenses/taxes paid
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain)/loss
|
10
|
|
|
(9
|
)
|
|
(7
|
)
|
|
50
|
|
|
12
|
|
|
5
|
|
||||||
Benefits paid
|
(23
|
)
|
|
(18
|
)
|
|
(152
|
)
|
|
(20
|
)
|
|
(10
|
)
|
|
(9
|
)
|
||||||
Participants’ contributions
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at December 31
|
$
|
263
|
|
|
$
|
471
|
|
|
$
|
272
|
|
|
$
|
438
|
|
|
$
|
151
|
|
|
$
|
143
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at December 31 of the previous year
|
$
|
192
|
|
|
$
|
369
|
|
|
$
|
304
|
|
|
$
|
355
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Currency rate conversion
|
—
|
|
|
35
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
(7
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
22
|
|
|
42
|
|
|
21
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||||
Administrative expenses/taxes paid
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
18
|
|
|
14
|
|
|
20
|
|
|
17
|
|
|
10
|
|
|
9
|
|
||||||
Participants’ contributions
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(23
|
)
|
|
(18
|
)
|
|
(152
|
)
|
|
(20
|
)
|
|
(10
|
)
|
|
(9
|
)
|
||||||
Fair value at December 31
|
$
|
202
|
|
|
$
|
438
|
|
|
$
|
192
|
|
|
$
|
369
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Development of net amount recognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unfunded status at December 31
|
$
|
(61
|
)
|
|
$
|
(33
|
)
|
|
$
|
(80
|
)
|
|
$
|
(69
|
)
|
|
$
|
(151
|
)
|
|
$
|
(143
|
)
|
Unrecognized cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
135
|
|
|
122
|
|
|
146
|
|
|
145
|
|
|
56
|
|
|
48
|
|
||||||
Prior service cost/(credit)
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Net amount recognized at December 31
|
$
|
74
|
|
|
$
|
92
|
|
|
$
|
66
|
|
|
$
|
80
|
|
|
$
|
(98
|
)
|
|
$
|
(99
|
)
|
Amounts recognized in the balance sheets as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(2
|
)
|
|
(3
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
(10
|
)
|
||||||
Noncurrent liabilities
|
(59
|
)
|
|
(58
|
)
|
|
(60
|
)
|
|
(76
|
)
|
|
(142
|
)
|
|
(133
|
)
|
||||||
Net amount recognized
|
$
|
(61
|
)
|
|
$
|
(33
|
)
|
|
$
|
(80
|
)
|
|
$
|
(69
|
)
|
|
$
|
(151
|
)
|
|
$
|
(143
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Service cost — benefits earned during the year
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
9
|
|
Interest cost
|
10
|
|
|
13
|
|
|
15
|
|
|
14
|
|
|
17
|
|
|
15
|
|
||||||
Expected return on plan assets
|
(14
|
)
|
|
(25
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||||
Settlement loss
|
8
|
|
|
1
|
|
|
72
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
5
|
|
|
9
|
|
|
8
|
|
|
7
|
|
|
8
|
|
|
8
|
|
||||||
Prior service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net pension costs
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
73
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
12
|
|
|
2017
|
|
2016
|
||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||||||
|
(Millions)
|
||||||||||||||
Net actuarial loss
|
$
|
135
|
|
|
$
|
122
|
|
|
$
|
146
|
|
|
$
|
145
|
|
Prior service cost
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||
|
$
|
135
|
|
|
$
|
125
|
|
|
$
|
146
|
|
|
$
|
149
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Before-Tax
Amount |
|
Tax
Benefit |
|
Net-of-Tax
Amount |
|
Before-Tax
Amount |
|
Tax
Benefit |
|
Net-of-Tax
Amount |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Defined benefit pension and postretirement plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in total actuarial gain (loss)
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
$
|
51
|
|
|
$
|
(21
|
)
|
|
$
|
30
|
|
Amortization of prior service cost included in net periodic pension and postretirement cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Amortization of actuarial gain (loss) included in net periodic pension and postretirement cost
|
26
|
|
|
(7
|
)
|
|
19
|
|
|
20
|
|
|
(8
|
)
|
|
12
|
|
||||||
Other comprehensive income — pension benefits
|
$
|
38
|
|
|
$
|
(11
|
)
|
|
$
|
27
|
|
|
$
|
70
|
|
|
$
|
(29
|
)
|
|
$
|
41
|
|
|
2018
|
||||||
|
US
|
|
Foreign
|
||||
|
(Millions)
|
||||||
Net actuarial loss
|
$
|
5
|
|
|
$
|
7
|
|
Prior service cost
|
—
|
|
|
1
|
|
||
|
$
|
5
|
|
|
$
|
8
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||||||
|
(Millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
263
|
|
|
$
|
117
|
|
|
$
|
272
|
|
|
$
|
266
|
|
Accumulated benefit obligation
|
263
|
|
|
112
|
|
|
272
|
|
|
261
|
|
||||
Fair value of plan assets
|
202
|
|
|
56
|
|
|
192
|
|
|
188
|
|
Year
|
US
|
|
Foreign
|
||||
|
(Millions)
|
||||||
2018
|
$
|
14
|
|
|
$
|
20
|
|
2019
|
15
|
|
|
21
|
|
||
2020
|
16
|
|
|
23
|
|
||
2021
|
14
|
|
|
22
|
|
||
2022
|
16
|
|
|
23
|
|
||
2023-2027
|
76
|
|
|
128
|
|
|
2017
|
|
2016
|
||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||
Weighted-average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.8
|
%
|
|
2.6
|
%
|
|
4.2
|
%
|
|
2.8
|
%
|
Rate of compensation increase
|
N/A
|
|
|
2.5
|
%
|
|
N/A
|
|
|
2.5
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
|
US
|
|
Foreign
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.2
|
%
|
|
2.8
|
%
|
|
4.3
|
%
|
|
3.5
|
%
|
|
4.1
|
%
|
|
3.2
|
%
|
Expected long-term return on plan assets
|
7.8
|
%
|
|
5.2
|
%
|
|
7.6
|
%
|
|
5.7
|
%
|
|
7.8
|
%
|
|
5.9
|
%
|
Rate of compensation increase
|
N/A
|
|
|
2.5
|
%
|
|
N/A
|
|
|
2.7
|
%
|
|
N/A
|
|
|
3.0
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Service cost — benefits earned during the year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on accumulated postretirement benefit obligation
|
6
|
|
|
6
|
|
|
6
|
|
|||
Net amortization:
|
|
|
|
|
|
||||||
Actuarial loss
|
—
|
|
|
5
|
|
|
6
|
|
|||
Prior service credit
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Prior period correction
|
4
|
|
|
—
|
|
|
—
|
|
|||
Net periodic postretirement benefit cost
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
2018
|
||
|
(Millions)
|
||
Net actuarial loss
|
$
|
6
|
|
Prior service credit
|
(1
|
)
|
|
|
$
|
5
|
|
Year
|
Postretirement
Benefits |
||
|
(Millions)
|
||
2018
|
$
|
9
|
|
2019
|
9
|
|
|
2020
|
9
|
|
|
2021
|
9
|
|
|
2022
|
9
|
|
|
2023-2027
|
45
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|||
Discount rate
|
4.2
|
%
|
|
4.3
|
%
|
|
4.1
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Clean Air Division
|
|
Ride Performance Division
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
North
America |
|
Europe and South America
|
|
Asia
Pacific |
|
North
America |
|
Europe and South America
|
|
Asia
Pacific |
|
Other
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||||||
At December 31, 2017, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues from external customers
|
$
|
3,101
|
|
|
$
|
2,207
|
|
|
$
|
1,209
|
|
|
$
|
1,224
|
|
|
$
|
1,076
|
|
|
$
|
457
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Intersegment revenues
|
17
|
|
|
46
|
|
|
2
|
|
|
11
|
|
|
32
|
|
|
57
|
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|||||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
203
|
|
|
112
|
|
|
133
|
|
|
120
|
|
|
21
|
|
|
58
|
|
|
(230
|
)
|
|
—
|
|
|
417
|
|
|||||||||
Total assets
|
1,344
|
|
|
834
|
|
|
843
|
|
|
753
|
|
|
606
|
|
|
399
|
|
|
—
|
|
|
63
|
|
|
4,842
|
|
|||||||||
At December 31, 2016, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues from external customers
|
$
|
3,003
|
|
|
$
|
1,939
|
|
|
$
|
1,127
|
|
|
$
|
1,234
|
|
|
$
|
909
|
|
|
$
|
387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,599
|
|
Intersegment revenues
|
13
|
|
|
92
|
|
|
3
|
|
|
9
|
|
|
27
|
|
|
48
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|||||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
220
|
|
|
98
|
|
|
150
|
|
|
157
|
|
|
16
|
|
|
63
|
|
|
(188
|
)
|
|
—
|
|
|
516
|
|
|||||||||
Total assets
|
1,356
|
|
|
697
|
|
|
683
|
|
|
723
|
|
|
488
|
|
|
352
|
|
|
—
|
|
|
47
|
|
|
4,346
|
|
|||||||||
At December 31, 2015, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues from external customers
|
$
|
2,823
|
|
|
$
|
1,792
|
|
|
$
|
1,080
|
|
|
$
|
1,313
|
|
|
$
|
846
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,181
|
|
Intersegment revenues
|
16
|
|
|
100
|
|
|
—
|
|
|
10
|
|
|
30
|
|
|
46
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|||||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
244
|
|
|
49
|
|
|
114
|
|
|
155
|
|
|
(11
|
)
|
|
44
|
|
|
(87
|
)
|
|
—
|
|
|
508
|
|
|||||||||
Total assets
|
1,210
|
|
|
680
|
|
|
628
|
|
|
692
|
|
|
424
|
|
|
304
|
|
|
—
|
|
|
32
|
|
|
3,970
|
|
|
Net Sales
Year Ended December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Clean Air Products & Systems
|
|
|
|
|
|
||||||
Aftermarket
|
$
|
301
|
|
|
$
|
305
|
|
|
$
|
318
|
|
Original Equipment
|
|
|
|
|
|
||||||
OE Value-add
|
4,029
|
|
|
3,736
|
|
|
3,489
|
|
|||
OE Substrate
|
2,187
|
|
|
2,028
|
|
|
1,888
|
|
|||
|
6,216
|
|
|
5,764
|
|
|
5,377
|
|
|||
|
6,517
|
|
|
6,069
|
|
|
5,695
|
|
|||
Ride Performance Products & Systems
|
|
|
|
|
|
||||||
Aftermarket
|
950
|
|
|
937
|
|
|
941
|
|
|||
Original Equipment
|
1,807
|
|
|
1,593
|
|
|
1,545
|
|
|||
|
2,757
|
|
|
2,530
|
|
|
2,486
|
|
|||
Total Revenues
|
$
|
9,274
|
|
|
$
|
8,599
|
|
|
$
|
8,181
|
|
|
|
|
|
|
|
Customer
|
2017
|
|
2016
|
|
2015
|
|||
General Motors Company
|
14
|
%
|
|
17
|
%
|
|
15
|
%
|
Ford Motor Company
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
|
Geographic Area
|
||||||||||||||||||||||||||||||
|
United
States |
|
China
|
|
Germany
|
|
Poland
|
|
United
Kingdom |
|
Other
Foreign (a) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||||||||
|
(Millions)
|
|
|
||||||||||||||||||||||||||||
At December 31, 2017, and for the Year Then Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from external customers(b)
|
$
|
3,632
|
|
|
$
|
1,283
|
|
|
$
|
798
|
|
|
$
|
488
|
|
|
$
|
482
|
|
|
$
|
2,591
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Long-lived assets(c)
|
620
|
|
|
279
|
|
|
136
|
|
|
216
|
|
|
46
|
|
|
470
|
|
|
—
|
|
|
$
|
1,767
|
|
|||||||
Total assets
|
1,831
|
|
|
988
|
|
|
304
|
|
|
383
|
|
|
205
|
|
|
1,221
|
|
|
(90
|
)
|
|
$
|
4,842
|
|
|||||||
At December 31, 2016, and for the Year Then Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from external customers(b)
|
$
|
3,512
|
|
|
$
|
1,186
|
|
|
$
|
764
|
|
|
$
|
385
|
|
|
$
|
387
|
|
|
$
|
2,365
|
|
|
$
|
—
|
|
|
$
|
8,599
|
|
Long-lived assets(c)
|
541
|
|
|
217
|
|
|
111
|
|
|
165
|
|
|
38
|
|
|
397
|
|
|
—
|
|
|
$
|
1,469
|
|
|||||||
Total assets
|
1,897
|
|
|
795
|
|
|
231
|
|
|
322
|
|
|
130
|
|
|
1,119
|
|
|
(148
|
)
|
|
$
|
4,346
|
|
|||||||
At December 31, 2015, and for the Year Then Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from external customers(b)
|
$
|
3,334
|
|
|
$
|
1,101
|
|
|
$
|
807
|
|
|
$
|
250
|
|
|
$
|
307
|
|
|
$
|
2,382
|
|
|
$
|
—
|
|
|
$
|
8,181
|
|
Long-lived assets(c)
|
496
|
|
|
203
|
|
|
108
|
|
|
144
|
|
|
32
|
|
|
373
|
|
|
—
|
|
|
1,356
|
|
||||||||
Total assets
|
1,726
|
|
|
699
|
|
|
258
|
|
|
275
|
|
|
101
|
|
|
1,027
|
|
|
(116
|
)
|
|
3,970
|
|
(a)
|
Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Poland, and United Kingdom 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.
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Beginning Balance
|
$
|
20
|
|
|
$
|
23
|
|
|
$
|
26
|
|
Accruals related to product warranties
|
16
|
|
|
12
|
|
|
15
|
|
|||
Reductions for payments made
|
(10
|
)
|
|
(15
|
)
|
|
(18
|
)
|
|||
Ending Balance
|
$
|
26
|
|
|
$
|
20
|
|
|
$
|
23
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,889
|
|
|
$
|
5,385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Affiliated companies
|
540
|
|
|
640
|
|
|
—
|
|
|
(1,180
|
)
|
|
—
|
|
|||||
|
4,429
|
|
|
6,025
|
|
|
—
|
|
|
(1,180
|
)
|
|
9,274
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
3,776
|
|
|
5,216
|
|
|
—
|
|
|
(1,180
|
)
|
|
7,812
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Engineering, research, and development
|
77
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Selling, general, and administrative
|
363
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
648
|
|
|||||
Depreciation and amortization of other intangibles
|
88
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|||||
|
4,304
|
|
|
5,729
|
|
|
—
|
|
|
(1,180
|
)
|
|
8,853
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Other income (expense)
|
2
|
|
|
52
|
|
|
—
|
|
|
(53
|
)
|
|
1
|
|
|||||
|
—
|
|
|
49
|
|
|
—
|
|
|
(53
|
)
|
|
(4
|
)
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies
|
125
|
|
|
345
|
|
|
—
|
|
|
(53
|
)
|
|
417
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
19
|
|
|
5
|
|
|
49
|
|
|
—
|
|
|
73
|
|
|||||
Affiliated companies (net of interest income)
|
(15
|
)
|
|
6
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies
|
121
|
|
|
334
|
|
|
(58
|
)
|
|
(53
|
)
|
|
344
|
|
|||||
Income tax expense (benefit)
|
(12
|
)
|
|
82
|
|
|
|
|
|
|
|
|
70
|
|
|||||
Equity in net income (loss) from affiliated companies
|
149
|
|
|
—
|
|
|
265
|
|
|
(414
|
)
|
|
—
|
|
|||||
Net income (loss)
|
282
|
|
|
252
|
|
|
207
|
|
|
(467
|
)
|
|
274
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Net income (loss) attributable to Tenneco Inc.
|
$
|
282
|
|
|
$
|
185
|
|
|
$
|
207
|
|
|
$
|
(467
|
)
|
|
$
|
207
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
282
|
|
|
$
|
185
|
|
|
$
|
331
|
|
|
$
|
(467
|
)
|
|
$
|
331
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,865
|
|
|
$
|
4,734
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,599
|
|
Affiliated companies
|
526
|
|
|
747
|
|
|
—
|
|
|
(1,273
|
)
|
|
—
|
|
|||||
|
4,391
|
|
|
5,481
|
|
|
—
|
|
|
(1,273
|
)
|
|
8,599
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
3,720
|
|
|
4,676
|
|
|
—
|
|
|
(1,273
|
)
|
|
7,123
|
|
|||||
Engineering, research, and development
|
76
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|||||
Selling, general, and administrative
|
311
|
|
|
277
|
|
|
1
|
|
|
—
|
|
|
589
|
|
|||||
Depreciation and amortization of other intangibles
|
86
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|||||
|
4,193
|
|
|
5,157
|
|
|
1
|
|
|
(1,273
|
)
|
|
8,078
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Other income (expense)
|
(9
|
)
|
|
24
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|||||
|
(11
|
)
|
|
21
|
|
|
—
|
|
|
(15
|
)
|
|
(5
|
)
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies
|
187
|
|
|
345
|
|
|
(1
|
)
|
|
(15
|
)
|
|
516
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
(2
|
)
|
|
4
|
|
|
90
|
|
|
—
|
|
|
92
|
|
|||||
Affiliated companies (net of interest income)
|
(12
|
)
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies
|
201
|
|
|
334
|
|
|
(96
|
)
|
|
(15
|
)
|
|
424
|
|
|||||
Income tax expense
|
(97
|
)
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net income (loss) from affiliated companies
|
166
|
|
|
—
|
|
|
452
|
|
|
(618
|
)
|
|
—
|
|
|||||
Net income (loss)
|
464
|
|
|
237
|
|
|
356
|
|
|
(633
|
)
|
|
424
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Net income (loss) attributable to Tenneco Inc.
|
$
|
464
|
|
|
$
|
169
|
|
|
$
|
356
|
|
|
$
|
(633
|
)
|
|
$
|
356
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
464
|
|
|
$
|
169
|
|
|
$
|
356
|
|
|
$
|
(633
|
)
|
|
$
|
356
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,683
|
|
|
$
|
4,498
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,181
|
|
Affiliated companies
|
411
|
|
|
558
|
|
|
—
|
|
|
(969
|
)
|
|
—
|
|
|||||
|
4,094
|
|
|
5,056
|
|
|
—
|
|
|
(969
|
)
|
|
8,181
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
3,414
|
|
|
4,383
|
|
|
—
|
|
|
(969
|
)
|
|
6,828
|
|
|||||
Engineering, research, and development
|
70
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Selling, general, and administrative
|
193
|
|
|
295
|
|
|
3
|
|
|
—
|
|
|
491
|
|
|||||
Depreciation and amortization of other intangibles
|
87
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|||||
|
3,764
|
|
|
4,870
|
|
|
3
|
|
|
(969
|
)
|
|
7,668
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Other income (expense)
|
41
|
|
|
6
|
|
|
—
|
|
|
(48
|
)
|
|
(1
|
)
|
|||||
|
40
|
|
|
3
|
|
|
—
|
|
|
(48
|
)
|
|
(5
|
)
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies
|
370
|
|
|
189
|
|
|
(3
|
)
|
|
(48
|
)
|
|
508
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
(2
|
)
|
|
3
|
|
|
66
|
|
|
—
|
|
|
67
|
|
|||||
Affiliated companies (net of interest income)
|
54
|
|
|
(56
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies
|
318
|
|
|
242
|
|
|
(71
|
)
|
|
(48
|
)
|
|
441
|
|
|||||
Income tax expense
|
43
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Equity in net income (loss) from affiliated companies
|
78
|
|
|
—
|
|
|
312
|
|
|
(390
|
)
|
|
—
|
|
|||||
Net income (loss)
|
353
|
|
|
139
|
|
|
241
|
|
|
(438
|
)
|
|
295
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Net income (loss) attributable to Tenneco Inc.
|
$
|
353
|
|
|
$
|
85
|
|
|
$
|
241
|
|
|
$
|
(438
|
)
|
|
$
|
241
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
353
|
|
|
$
|
85
|
|
|
$
|
121
|
|
|
$
|
(438
|
)
|
|
$
|
121
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315
|
|
Restricted cash
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Receivables, net
|
402
|
|
|
1,567
|
|
|
—
|
|
|
(648
|
)
|
|
1,321
|
|
|||||
Inventories
|
383
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|||||
Prepayments and other
|
99
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
291
|
|
|||||
Total current assets
|
891
|
|
|
2,556
|
|
|
—
|
|
|
(648
|
)
|
|
2,799
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliated companies
|
1,389
|
|
|
—
|
|
|
1,258
|
|
|
(2,647
|
)
|
|
—
|
|
|||||
Notes and advances receivable from affiliates
|
791
|
|
|
19,119
|
|
|
3,967
|
|
|
(23,877
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Goodwill
|
22
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Intangibles, net
|
5
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Deferred income taxes
|
161
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|||||
Other
|
66
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
|
2,442
|
|
|
19,285
|
|
|
5,225
|
|
|
(26,524
|
)
|
|
428
|
|
|||||
Plant, property, and equipment, at cost
|
1,478
|
|
|
2,530
|
|
|
—
|
|
|
—
|
|
|
4,008
|
|
|||||
Less — Accumulated depreciation and amortization
|
(934
|
)
|
|
(1,459
|
)
|
|
—
|
|
|
—
|
|
|
(2,393
|
)
|
|||||
|
544
|
|
|
1,071
|
|
|
—
|
|
|
—
|
|
|
1,615
|
|
|||||
Total assets
|
$
|
3,877
|
|
|
$
|
22,912
|
|
|
$
|
5,225
|
|
|
$
|
(27,172
|
)
|
|
$
|
4,842
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt (including current maturities of long-term debt)
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt — non-affiliated
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Short-term debt — affiliated
|
408
|
|
|
148
|
|
|
—
|
|
|
(556
|
)
|
|
—
|
|
|||||
Accounts payable
|
562
|
|
|
1,232
|
|
|
—
|
|
|
(89
|
)
|
|
1,705
|
|
|||||
Accrued taxes
|
8
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Other
|
203
|
|
|
221
|
|
|
12
|
|
|
(3
|
)
|
|
433
|
|
|||||
Total current liabilities
|
1,181
|
|
|
1,721
|
|
|
12
|
|
|
(648
|
)
|
|
2,266
|
|
|||||
Long-term debt — non-affiliated
|
632
|
|
|
12
|
|
|
714
|
|
|
—
|
|
|
1,358
|
|
|||||
Long-term debt — affiliated
|
1,093
|
|
|
18,981
|
|
|
3,803
|
|
|
(23,877
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Pension, postretirement benefits and other liabilities
|
296
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
3,202
|
|
|
20,852
|
|
|
4,529
|
|
|
(24,525
|
)
|
|
4,058
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Tenneco Inc. Shareholders’ equity
|
675
|
|
|
1,972
|
|
|
696
|
|
|
(2,647
|
)
|
|
696
|
|
|||||
Noncontrolling interests
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Total equity
|
675
|
|
|
2,018
|
|
|
696
|
|
|
(2,647
|
)
|
|
742
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,877
|
|
|
$
|
22,912
|
|
|
$
|
5,225
|
|
|
$
|
(27,172
|
)
|
|
$
|
4,842
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
9
|
|
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
347
|
|
Restricted cash
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Receivables, net
|
386
|
|
|
1,412
|
|
|
—
|
|
|
(504
|
)
|
|
1,294
|
|
|||||
Inventories
|
361
|
|
|
369
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|||||
Prepayments and other
|
62
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|||||
Total current assets
|
818
|
|
|
2,288
|
|
|
—
|
|
|
(504
|
)
|
|
2,602
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliated companies
|
1,211
|
|
|
—
|
|
|
1,207
|
|
|
(2,418
|
)
|
|
—
|
|
|||||
Notes and advances receivable from affiliates
|
939
|
|
|
16,529
|
|
|
4,781
|
|
|
(22,249
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Goodwill
|
22
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Intangibles, net
|
7
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Deferred income taxes
|
47
|
|
|
23
|
|
|
129
|
|
|
—
|
|
|
199
|
|
|||||
Other
|
46
|
|
|
49
|
|
|
8
|
|
|
—
|
|
|
103
|
|
|||||
|
2,281
|
|
|
16,648
|
|
|
6,125
|
|
|
(24,667
|
)
|
|
387
|
|
|||||
Plant, property, and equipment, at cost
|
1,371
|
|
|
2,177
|
|
|
—
|
|
|
—
|
|
|
3,548
|
|
|||||
Less — Accumulated depreciation and amortization
|
(895
|
)
|
|
(1,296
|
)
|
|
—
|
|
|
—
|
|
|
(2,191
|
)
|
|||||
|
476
|
|
|
881
|
|
|
—
|
|
|
—
|
|
|
1,357
|
|
|||||
Total assets
|
$
|
3,575
|
|
|
$
|
19,817
|
|
|
$
|
6,125
|
|
|
$
|
(25,171
|
)
|
|
$
|
4,346
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt (including current maturities of long-term debt)
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt — non-affiliated
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
90
|
|
Short-term debt — affiliated
|
167
|
|
|
187
|
|
|
—
|
|
|
(354
|
)
|
|
—
|
|
|||||
Accounts payable
|
562
|
|
|
1,027
|
|
|
—
|
|
|
(88
|
)
|
|
1,501
|
|
|||||
Accrued taxes
|
4
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Other
|
147
|
|
|
243
|
|
|
15
|
|
|
(62
|
)
|
|
343
|
|
|||||
Total current liabilities
|
880
|
|
|
1,567
|
|
|
30
|
|
|
(504
|
)
|
|
1,973
|
|
|||||
Long-term debt — non-affiliated
|
—
|
|
|
12
|
|
|
1,282
|
|
|
—
|
|
|
1,294
|
|
|||||
Long-term debt — affiliated
|
1,543
|
|
|
16,466
|
|
|
4,240
|
|
|
(22,249
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Postretirement benefits and other liabilities
|
297
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
2,720
|
|
|
18,167
|
|
|
5,552
|
|
|
(22,753
|
)
|
|
3,686
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
Tenneco Inc. Shareholders’ equity
|
855
|
|
|
1,563
|
|
|
573
|
|
|
(2,418
|
)
|
|
573
|
|
|||||
Noncontrolling interests
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
Total equity
|
855
|
|
|
1,610
|
|
|
573
|
|
|
(2,418
|
)
|
|
620
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
3,575
|
|
|
$
|
19,817
|
|
|
$
|
6,125
|
|
|
$
|
(25,171
|
)
|
|
$
|
4,346
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
284
|
|
|
$
|
402
|
|
|
$
|
(4
|
)
|
|
$
|
(53
|
)
|
|
$
|
629
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Proceeds from sale of equity interest
|
|
|
9
|
|
|
|
|
|
|
9
|
|
||||||||
Cash payments for plant, property, and equipment
|
(148
|
)
|
|
(246
|
)
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
|||||
Cash payments for software related intangible assets
|
(16
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other
|
(4
|
)
|
|
(6
|
)
|
|
|
|
|
|
(10
|
)
|
|||||||
Net cash used by investing activities
|
(165
|
)
|
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
||||||||
Retirement of long-term debt
|
(10
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Issuance of long-term debt
|
400
|
|
|
1
|
|
|
(264
|
)
|
|
—
|
|
|
137
|
|
|||||
Debt issuance cost on long-term debt
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Increase in bank overdrafts
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt
|
246
|
|
|
5
|
|
|
(318
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
Intercompany dividends and net increase (decrease) in intercompany obligations
|
(749
|
)
|
|
(119
|
)
|
|
815
|
|
|
53
|
|
|
—
|
|
|||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
Net cash provided (used) by financing activities
|
(121
|
)
|
|
(187
|
)
|
|
4
|
|
|
53
|
|
|
(251
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Increase in cash and cash equivalents
|
(2
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Cash and cash equivalents, January 1
|
9
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|||||
Cash and cash equivalents, December 31 (Note)
|
$
|
7
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
176
|
|
|
$
|
300
|
|
|
$
|
23
|
|
|
$
|
(15
|
)
|
|
$
|
484
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Cash payments for plant, property, and equipment
|
(117
|
)
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|||||
Cash payments for software related intangible assets
|
(13
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash used by investing activities
|
(130
|
)
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Retirement of long-term debt
|
—
|
|
|
(16
|
)
|
|
(515
|
)
|
|
—
|
|
|
(531
|
)
|
|||||
Issuance of long-term debt
|
—
|
|
|
9
|
|
|
500
|
|
|
—
|
|
|
509
|
|
|||||
Debt issuance cost on long-term debt
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Increase in bank overdrafts
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
—
|
|
|
5
|
|
|
197
|
|
|
—
|
|
|
202
|
|
|||||
Intercompany dividends and net increase (decrease) in intercompany obligations
|
(39
|
)
|
|
8
|
|
|
16
|
|
|
15
|
|
|
—
|
|
|||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Net cash provided (used) by financing activities
|
(39
|
)
|
|
(39
|
)
|
|
(23
|
)
|
|
15
|
|
|
(86
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Increase in cash and cash equivalents
|
7
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||
Cash and cash equivalents, January 1
|
2
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|||||
Cash and cash equivalents, December 31 (Note)
|
$
|
9
|
|
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
347
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
204
|
|
|
$
|
311
|
|
|
$
|
60
|
|
|
$
|
(47
|
)
|
|
$
|
528
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Cash payments for plant, property, and equipment
|
(114
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|||||
Cash payments for software related intangible assets
|
(16
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net cash used by investing activities
|
(130
|
)
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Retirement of long-term debt
|
—
|
|
|
(22
|
)
|
|
(15
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Issuance of long-term debt
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Debt issuance cost on long-term debt
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Tax impact from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|
(213
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Decrease in bank overdrafts
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
—
|
|
|
20
|
|
|
82
|
|
|
—
|
|
|
102
|
|
|||||
Net increase (decrease) in short-term borrowings secured by accounts receivable
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||||
Intercompany dividends and net increase (decrease) in intercompany obligations
|
(82
|
)
|
|
(21
|
)
|
|
56
|
|
|
47
|
|
|
—
|
|
|||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||
Net cash provided (used) by financing activities
|
(82
|
)
|
|
(88
|
)
|
|
(60
|
)
|
|
47
|
|
|
(183
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(8
|
)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Cash and cash equivalents, January 1
|
10
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
282
|
|
|||||
Cash and cash equivalents, December 31 (Note)
|
$
|
2
|
|
|
$
|
285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
15.
|
Quarterly Financial Data (Unaudited)
|
Quarter
|
Net Sales
and Operating Revenues |
|
Cost of Sales
(Excluding Depreciation and Amortization) |
|
Earnings Before
Interest Expense, Income Taxes and Noncontrolling Interests |
|
Net Income
Attributable to Tenneco Inc. |
||||||||
|
(Millions)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
1st
|
$
|
2,292
|
|
|
$
|
1,931
|
|
|
$
|
121
|
|
|
$
|
59
|
|
2nd
|
2,317
|
|
|
1,946
|
|
|
27
|
|
|
(3
|
)
|
||||
3rd
|
2,274
|
|
|
1,913
|
|
|
134
|
|
|
83
|
|
||||
4th
|
2,391
|
|
|
2,022
|
|
|
135
|
|
|
68
|
|
||||
|
$
|
9,274
|
|
|
$
|
7,812
|
|
|
$
|
417
|
|
|
$
|
207
|
|
2016
|
|
|
|
|
|
|
|
||||||||
1st
|
$
|
2,136
|
|
|
$
|
1,770
|
|
|
$
|
124
|
|
|
$
|
57
|
|
2nd
|
2,212
|
|
|
1,816
|
|
|
171
|
|
|
82
|
|
||||
3rd
|
2,096
|
|
|
1,743
|
|
|
150
|
|
|
179
|
|
||||
4th
|
2,155
|
|
|
1,794
|
|
|
71
|
|
|
38
|
|
||||
|
$
|
8,599
|
|
|
$
|
7,123
|
|
|
$
|
516
|
|
|
$
|
356
|
|
Quarter
|
Basic
Earnings per Share of Common Stock |
|
Diluted
Earnings per Share of Common Stock |
||||
2017
|
|
|
|
||||
1st
|
$
|
1.10
|
|
|
$
|
1.09
|
|
2nd
|
(0.05
|
)
|
|
(0.05
|
)
|
||
3rd
|
1.57
|
|
|
1.57
|
|
||
4th
|
1.33
|
|
|
1.33
|
|
||
Full Year
|
3.93
|
|
|
3.91
|
|
||
2016
|
|
|
|
||||
1st
|
$
|
1.00
|
|
|
$
|
0.99
|
|
2nd
|
1.44
|
|
|
1.43
|
|
||
3rd
|
3.22
|
|
|
3.19
|
|
||
4th
|
0.70
|
|
|
0.69
|
|
||
Full Year
|
6.36
|
|
|
6.31
|
|
Note:
|
The sum of the quarters may not equal the total of the respective year’s earnings per share on either a basic or diluted basis due to changes in the weighted average shares outstanding throughout the year.
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
Balance
at Beginning of Year |
|
Charged
to Costs and Expenses |
|
Charged
to Other Accounts |
|
Deductions
|
|
Balance
at End of Year |
|||||||
|
(Millions)
|
|||||||||||||||
Allowance for Doubtful Accounts and Notes Receivable Deducted from Assets to Which it Applies:
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2017
|
$
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$
|
16
|
|
Year Ended December 31, 2016
|
$
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$
|
16
|
|
Year Ended December 31, 2015
|
$
|
16
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
$
|
16
|
|
Description
|
Balance
at Beginning of Year |
|
Provision Charged (Credited) to Expense
|
|
Allowance Changes
|
|
Other Additions (Deductions) (a)
|
|
Balance
at End of Year |
|||||||
|
(Millions)
|
|||||||||||||||
Deferred Tax Assets- Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2017
|
$
|
145
|
|
|
(1
|
)
|
|
—
|
|
|
19
|
|
|
$
|
163
|
|
Year Ended December 31, 2016
|
$
|
127
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
$
|
145
|
|
Year Ended December 31, 2015
|
$
|
139
|
|
|
15
|
|
|
(3
|
)
|
|
(24
|
)
|
|
$
|
127
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
Plan category
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) |
|
(b)
Weighted- average exercise price of outstanding options, warrants and rights |
|
(c)
Number of securities available for future issuance (excluding shares in column (a))(1) |
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Stock Ownership Plan(2)
|
|
3,237
|
|
|
$
|
19.38
|
|
|
—
|
|
2006 Long-Term Incentive Plan (as amended)(3)
|
|
314,779
|
|
|
$
|
21.24
|
|
|
2,374,879
|
|
(1)
|
Reflects the number of shares of the Company’s common stock. Does not include 213,195 shares that may be issued in settlement of common stock equivalent units that were (i) credited to outside directors as payment for their retainer and other fees or (ii) credited to any of our executive officers who have elected to defer a portion of their compensation. In general, these units are settled in cash. At the option of the Company, however, the units may be settled in shares of the Company’s common stock.
|
(2)
|
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).
|
(3)
|
Does not include 410,251 shares subject to outstanding restricted stock (vest over time) as of
December 31, 2017
that were issued at a weighted average grant date fair value of $50.14. Under this plan, as of
December 31, 2017
, a maximum of 1,593,879 shares remained available for delivery under full value awards (i.e., bonus stock, stock equivalent units, performance units, restricted stock and restricted stock units).
|
Exhibit
Number
|
|
Description
|
2
|
—
|
None.
|
3.1(a)
|
—
|
Restated Certificate of Incorporation of the registrant dated December 11, 1996 (incorporated herein by reference to Exhibit 3.1(a) of the registrant’s 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 to Exhibit 3.1(c) of the registrant’s 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 to Exhibit 3.1(d) of the registrant’s 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 to Exhibit 3.1(d) of the registrant’s 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 to Exhibit 3.1(e) of the registrant’s 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 to Exhibit 3.1(f) of the registrant’s 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 to Exhibit 3.1(g) of the registrant’s 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 to Exhibit 3.1(h) of the registrant’s 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 to Exhibit 3.1(i) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-12387).
|
—
|
Certificate of Ownership and Merger merging Tenneco Inc. with and into the registrant, dated October 27, 2005 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated October 28, 2005, File No. 1-12387).
|
|
—
|
By-laws of the registrant, as amended October 11, 2016 (incorporated herein by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K event dated October 11, 2016, File No. 1-12387).
|
|
—
|
Specimen stock certificate for Tenneco Inc. common stock (incorporated herein by reference to Exhibit 4.3 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
|
|
—
|
Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, amount Tenneco Inc., Tenneco Automotive Operating Company Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed May 15, 2017, File No. 1-12387).
|
|
—
|
Amended and Restated Guarantee and Collateral Agreement, dated as of May 12, 2017 (amending and restating the Guarantee and Collateral Agreement dated as of December 8, 2014, 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 to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed May 15, 2017, File No. 1-12387).
|
|
—
|
Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S, Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).
|
|
—
|
First Supplemental Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Second Supplemental Indenture, dated as of June 13, 2016, among Tenneco Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K dated June 13, 2016, File No. 1-12387).
|
|
4.6
|
—
|
The registrant is a party to other agreements for unregistered long-term debt securities, which do not exceed 10% of the registrant’s total assets. The registrant agrees to furnish a copy of such agreements to the Commission upon request.
|
9
|
—
|
None.
|
+10.1
|
—
|
Stock Ownership Plan (incorporated herein by reference to Exhibit 10.14 of the registrant’s Registration Statement on Form S-4, Reg. No. 333-93757).
|
—
|
Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.12 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
|
|
—
|
Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.13 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
|
|
—
|
Form of Indemnity Agreement entered into between the registrant and Paul Stecko (incorporated herein by reference to Exhibit 10.29 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-12387).
|
|
—
|
Amendment No. 1 to Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.27 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-12387).
|
|
—
|
Amendment No. 1 to the Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.40 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
|
|
—
|
Amendment No. 2 to the Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.42 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
|
|
—
|
Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.43 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
|
|
—
|
Amended and Restated Value Added (“TAVA”) Incentive Compensation Plan, effective January 1, 2006 (incorporated herein by reference to Exhibit 10.47 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, File No. 1-12387).
|
|
—
|
Form of First Amendment to the Tenneco Inc. Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.57 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
|
|
—
|
Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.61 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
|
—
|
Code Section 409A Amendment to Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.71 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
|
—
|
Code Section 409A Amendment to Amended and Restated Value Added (“TAVA”) Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.73 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
|
—
|
Tenneco Inc. 2006 Long-Term Incentive Plan (as amended and restated effective March 11, 2009) (incorporated herein by reference to Appendix A of the registrant’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2009, File No. 1-12387).
|
|
—
|
Amendment No. 2, effective January 15, 2010, to Amended and Restated Tenneco Value Added Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.70 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-12387).
|
|
—
|
First Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-12387).
|
|
—
|
Form of Non-Qualified Stock Option Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K dated January 18, 2012, File No. 1-12387).
|
|
—
|
Letter Agreement between Tenneco Inc. and Gregg M. Sherrill (incorporated herein by reference to Exhibit 99.2 of the registrant's Current Report on Form 8-K dated as of January 5, 2007. File No. 1-12387).
|
|
—
|
Letter Agreement between Tenneco Inc. and Gregg M. Sherrill, dated as of January 15, 2007 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated as of January 15, 2007, File No. 1-12387).
|
|
—
|
Code Section 409A Amendment to Letter Agreement between the registrant and Gregg M. Sherrill (incorporated herein by reference to Exhibit 10.74 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Tenneco Inc. Executive Bonus Plan (incorporated herein by reference from Exhibit 99.1 of the registrant's Current Report on Form 8-K dated as of January 15, 2014. File No. 1-12387).
|
|
—
|
Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (effective March 18, 2013) (incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A, filed with the Securities Exchange Commission on April 3, 2013).
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013 and before February 2017) (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed May 21, 2013, File No. 1-12387).
|
|
—
|
Form of Stock Option Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013 and before February 2017) (incorporated herein by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed May 21, 2013, File No. 1-12387).
|
|
—
|
Form of Long-Term Performance Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after January 14, 2014 and before February 2017) (incorporated herein by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K filed January 15, 2014, File No. 1-12387).
|
|
—
|
Offer Letter to Brian J. Kesseler dated January 6, 2015 (incorporated herein by reference to Exhibit 10.67 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12387).
|
|
—
|
Tenneco Inc. Excess Benefit Plan (as amended and restated effective as of January 1, 2013) (incorporated by reference to Exhibit 10.5 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-12387).
|
|
—
|
First Amendment to Amended and Restated Tenneco Inc. Excess Benefit Plan (amendment effective as of January 6, 2015) (incorporated by reference to Exhibit 10.5 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, File No. 1-12387).
|
|
—
|
Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (incorporated by reference to Exhibit 10.1 of registrant's Current Report on form 8-K dated April 28, 2015, File No. 1.12387).
|
|
—
|
Form of Restricted Stock Award for Brian J. Kesseler (January 2015 replacement grant) under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.71 of the registrant's Annual Report on Form 10-K for the year ended December 31,2014, File No. 1-12387).
|
|
—
|
Tenneco Inc. Deferred Compensation Plan (as Amended and Restated Effective as of August 1, 2013) (incorporated by reference to Exhibit 10.6 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-12387).
|
|
—
|
Tenneco Inc. Incentive Deferral Plan (as Amended and Restated Effective as of August 1, 2013) (incorporated by reference to Exhibit 10.7 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-12387).
|
|
—
|
Amendment No. 1 to Tenneco Inc. 2006 Long-Term Incentive Plan, effective October 10, 2016 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387).
|
|
—
|
Notice to Employees of Agreement Amendments and New Options for Withholding, effective October 10, 2016 (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387).
|
|
—
|
Form of Restricted Stock Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing February 2017) (incorporated herein by reference to Exhibit 10.78 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-12387).
|
|
—
|
Form of Long-Term Performance Unit Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing February 2017) (incorporated herein by reference to Exhibit 10.79 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-12387).
|
|
—
|
First Amendment, dated as of May 31, 2017, under the Fifth Amended and Restated Credit Agreement amount Tenneco Inc., Tenneco Automotive Operating Company Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 4.3 of the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, File No. 1-12387).
|
|
—
|
Amendment No. 3, effective October 26, 2017, to Amended and Restated Tenneco Value Added Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-12387).
|
|
—
|
Tenneco Inc. Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2017) (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Form of Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2017) (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
|
—
|
Tenneco Automotive Operating Company Inc. Severance Benefit Plan.
|
|
—
|
Offer Letter to Jason M. Hollar dated April 18, 2017.
|
|
—
|
Offer Letter to Gregg A. Bolt dated December 6, 2012.
|
|
—
|
Amendment dated June 12, 2013 to Offer Letter to Gregg A Bolt.
|
|
—
|
Offer Letter to Patrick Guo dated March 26, 2007.
|
|
—
|
Amendment dated February 29, 2012 to Offer Letter to Patrick Guo.
|
|
—
|
Tenneco Inc. Incentive Deferral Plan.
|
|
—
|
Tenneco Inc. Excess Benefit Plan.
|
|
11
|
—
|
None.
|
—
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
13
|
—
|
None.
|
—
|
Tenneco Inc. Code of Ethical Conduct for Financial Managers (incorporated herein by reference from Exhibit 99.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-12387).
|
|
16
|
—
|
None.
|
18
|
—
|
None.
|
—
|
List of Subsidiaries of Tenneco Inc.
|
|
22
|
—
|
None.
|
—
|
Consent of PricewaterhouseCoopers LLP.
|
|
—
|
Powers of Attorney.
|
|
—
|
Certification of Brian J. Kesseler under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
Certification of Kenneth R. Trammell under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
Certification of Brian J. Kesseler and Kenneth R. Trammell under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
33
|
—
|
None.
|
34
|
—
|
None.
|
35
|
—
|
None.
|
99
|
—
|
None.
|
100
|
—
|
None.
|
101
|
—
|
None.
|
*101.INS
|
—
|
XBRL Instance Document.
|
*101.SCH
|
—
|
XBRL Taxonomy Extension Schema Document.
|
*101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
*101.DEF
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*101.LAB
|
—
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY.
|
TENNECO INC.
|
|
|
|
By
|
/
S
/
BRIAN J. KESSELER
|
|
Brian J. Kesseler
|
|
Chief Executive Officer
|
1.
|
Purpose of the Plan
|
2.
|
Definitions
|
a.
|
"Company" means Tenneco Automotive Operating Company Inc.
|
b.
|
"Continuous Service" means continuous service as an active Employee of a Tenneco Company including service prior to November 5, 1999 with any affiliate or subsidiary of Tenneco Inc. as it existed on August 1, 1996 determined in the sole discretion of the Plan Administrator by any method for determining applicable service in an equitable and non-discriminatory manner. No service will be counted that would otherwise produce a duplication of benefits under this Plan.
|
c.
|
"Employee" means a U.S. salaried, regular, full-time employee of a Participating Company, but only if so classified by the Participating Company in accordance with its policies and practices.
|
d.
|
"Participating Company" means Tenneco Automotive Operating Company Inc. and all of its U.S. subsidiaries.
|
e.
|
"Severance Benefit" has the meaning set forth in Section 5, below.
|
f.
|
"Tenneco Company" means the Company and any other entity in which the Company has at least a 50% ownership interest.
|
g.
|
"Week of Pay" means the Employee's base annualized salary as of his termination divided by 52. This does not include any benefits, bonuses, shift differentials, performance awards, or other special pay additions. Further, any salary reductions for benefits or thrift plan contributions are excluded from Week of Pay determinations. For commissioned sales positions, the Week of Pay determination will be adjusted to provide for an incentive target amount (determined at the sole discretion of the Company).
|
3.
|
Effective Date
|
4.
|
Eligibility
|
a.
|
are notified in writing of involuntary termination of employment because of lack of available work, relocation of his or her job to a worksite that is more than 100 miles further from his or her current worksite, or other reduction in force and are terminated as a result thereof;
|
b.
|
have no determinable callback or return date;
|
c.
|
have signed and returned a general release and such other documents as the Company shall require (without subsequent revocation of that release);
|
d.
|
actually terminate employment in accordance with the timing and/or conditions set forth by the Company in the notice of termination; and
|
e.
|
are not deemed ineligible under Section 11 below.
|
5.
|
Severance Benefit
|
a.
|
The cash payment provided for under this Section 5, or, as determined at the sole discretion of the Company, those benefits provided under any Special Appendix1 attached hereto. The amount of the Severance Benefit (expressed in terms of Weeks of Pay) will be based upon the length of the Employee's Continuous Service with the Company in accordance with the following schedule. The Severance Benefit is a payment equal to the total of the applicable entries in (a) plus (b) below:
|
(i)
|
One Week of Pay for each full year of Continuous Service up to and including 15 years;
|
(ii)
|
1.5 Weeks of Pay for each full year of Continuous Service exceeding 15 years.
|
b.
|
If enrolled in the applicable plan at the date of termination, continuation of medical and dental benefits for a period that equals the time interval set forth in
|
c.
|
Outplacement services in accordance with, and subject to the limits of, the Company's outplacement policy, as amended from time to time. A Participant will be advised of outplacement benefits at time of separation.
|
6.
|
Method of Payment
|
7.
|
Non-Assignment of Severance Benefit
|
8.
|
Agent for Service of Process
|
9.
|
Plan Amendment
|
10.
|
Plan Year
|
11.
|
Ineligibility
|
a.
|
the Employee's termination is for a reason other than involuntary termination from a Participating Company due to a workforce reduction as described in
|
b.
|
the Employee does not sign and return the release form and all other documents as the Company shall require within the prescribed time limit;
|
c.
|
the Employee revokes the release agreement within the time permitted under that agreement;
|
d.
|
the Plan is terminated (or otherwise amended to eliminate a benefit with respect to that Employee) before the Employee's termination of employment;
|
e.
|
the Employee has been offered employment at the same or greater base salary with a Tenneco Company and with a principal place of work at a location which is no more than 100 miles further from the Employee's primary residence than is his/her current principal place of work;
|
f.
|
the Employee has been offered employment, regardless of level of pay or benefits, with any other entity as arranged by the Company, including without limitation, in connection with any purchase of any Participating Company's business or assets, any outsourcing arrangement, or any arrangement to transfer employees or business to a customer, supplier or other entity doing business with the Company or its affiliates, or any similar transaction or arrangement;
|
g.
|
the Employee is covered under any other severance plan or is eligible for any type of severance or termination benefit with respect to this termination provided by the Company or any other entity, other than government-provided unemployment compensation; or
|
h.
|
the Employee's employment terminates pursuant to any of the following:
|
1)
|
voluntary termination of employment or retirement or resignation of employment before a job-end date that has been specified by the Company;
|
2)
|
while under a Company short-term or long-term disability plan or program, including failure to return from a period of receiving STD/ LTD or FMLA leave;
|
3)
|
mandatory retirement due to Company policies or legal requirement;
|
4)
|
willful misconduct or activity deemed actually or potentially detrimental to the interests of the Company, which may include, but is not limited to, dishonesty; theft; violation of one or more Company policies (such as those relating to alcohol or drugs, harassment, workplace violence, etc.) or safety rules or procedures;
|
5)
|
unauthorized disclosure of confidential information;
|
6)
|
conduct inconsistent with any applicable law or regulation; or other serious misconduct;
|
7)
|
willful failure or refusal to substantially perform job responsibilities (other than any such failure resulting from incapacity due to disability), including but not limited to unsatisfactory performance;
|
8)
|
excessive absenteeism under the applicable Company attendance policy; or
|
9)
|
any act or omission causing, or having potential to cause, significant harm or loss to the Company, its officers and/or employees.
|
i.
|
the Employee receives more than one month's advance notice of lack of work or job elimination, but only to the extent of such advance notice (e.g., an Employee who is eligible for six months of severance but receives four months of advance notice is eligible for two months of the Severance Benefit).
|
12.
|
Effect of Death on Benefit
|
13.
|
Forfeiture
|
14.
|
Offset
|
15.
|
Funding
|
16.
|
Named Fiduciary and Plan Administrator
|
a.
|
The Company is hereby designated as the "named fiduciary" and Plan Administrator of this Plan and has the authority to control and manage the operation of the Plan.
|
b.
|
The Plan Administrator shall make all determinations as to the right of any person to a Severance Benefit and shall have the discretionary authority to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of any persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and any such determinations shall be binding on all parties. Benefits will only be paid if the Plan Administrator, in its sole discretion, determines that the employee or beneficiary is entitled to them.
|
17.
|
Plan Sponsor
|
18.
|
Claim Denials
|
a.
|
How to Submit a Claim
|
b.
|
If You Disagree
|
c.
|
Review Procedure
|
19.
|
Your Rights
|
•
|
Examine, without charge, at the plan administrator’s office and at other specified locations, such as worksites, all documents governing the plan, including copies of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
|
•
|
Obtain, upon written request to the plan administrator, copies of documents gov erning the operation of the plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.
|
•
|
Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.
|
20.
|
Controlling Law
|
21.
|
Delegation.
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Name:
|
Gregg A. Bolt
|
|
|
Title:
|
Senior Vice President Global Human Resources and Administration
|
1.
|
Position:
As an executive officer, your position will be Senior Vice President Finance, reporting directly to Ken Trammell, Executive Vice President and Chief Financial Officer.
|
2.
|
Base Salary:
Your initial base salary will be $500,000 per year ($41,666.67 per month) less appropriate taxes and withholding, paid in accordance with Tenneco's normal payroll practices. Beginning in 2018 and each year thereafter, your base salary will be reviewed and, in turn, may be adjusted, subject to approval by the Compensation, Nominating and Governance Committee of Tenneco Inc.’s Board of Directors (the "CNG Committee").
|
3.
|
Annual Incentive Compensation
: You will be eligible to participate in Tenneco's executive annual incentive plan in a manner consistent with other Tenneco executives. The terms of the annual incentive plan are set forth in the Tenneco Value Added Incentive Compensation Plan ("TAVA Plan - copy attached). Your initial target bonus opportunity for the 2017 calendar year performance period under the TAVA Plan will be 75% of your annual base salary (or $375,000 based on the offered salary with no proration). The payment of an annual incentive to you is subject to achievement of pre-defined performance goals for the Company, the approval by the CNG Committee, as well as the terms of the TAVA Plan (or successor plan).
|
4.
|
Long-Term Incentive Compensation:
You will be eligible to participate in Tenneco's long-term incentive plan in a manner consistent with other Tenneco executives. The terms of the long-term incentive plan are set forth in the Tenneco Long-Term Incentive Plan, as amended ("LTIP"), a copy of which has been attached.
|
5.
|
Replacement of Foregone Compensation:
To replace the value of foregone compensation from your previous employer, Tenneco will grant you a Restricted Stock Award of $300,000 vesting on your first anniversary of your hire date. The number of shares will be based on a 10-trading day stock price average of Tenneco Inc. as of
|
6.
|
Retirement Plans:
You will be eligible to participate in Tenneco's 401(k) Plan that provides a 100% company match on your first 3%, and 50% of your next 2%, of base pay contributions subject to Plan and IRS maximums. In addition, you will receive a 2% of base pay contribution into the 40I(k) Plan after one year of service.
|
7.
|
Change-In-Control (CIC) Protection:
You will be eligible to participate in Tenneco's Change-In-Control Severance Benefit Plan for Key Executives. Benefits under the Plan are payable if you are discharged (either actually or constructively) within two years after change-in-control that includes a lump-sum payment equal to two times base salary and targeted annual bonus in effect immediately prior to the change-in-control.
|
8.
|
Severance (not related to CIC):
Unless and until you become Tenneco's Chief Financial Officer, if (A) your employment is involuntarily terminated for a reason other than "Cause" (meaning (i) fraud, embezzlement. or theft in connection with your employment, (ii) gross negligence in the performance of your duties, or (iii) conviction, guilty plea, or plea of nolo contender with respect to a felony or (B) you experience a material decrease in your job responsibilities or compensation, you will be entitled to receive a severance payment in a lump sum equal to one times your base salary and target annual bonus, subject to your execution of a general release and such other documents as the company may reasonably request. Upon a change to Chief Financial Officer, you will be eligible to participate in Tenneco's Severance Benefit Plan that applies to all U.S. salaried, full-time employees.
|
9.
|
Stock Ownership Guidelines:
Upon employment, you will be subject to Tenneco's stock ownership guideline policy, requiring that you hold qualifying shares of Tenneco Inc. equal to three times base salary. to be attained within five years of your employment date.
|
10.
|
Insider Trading Policy:
Upon employment. you will be subject to Tenneco's Insider Trading Policy, which, among other things, limits the timing and types of transactions you may make with respect to Tenneco securities and related derivatives.
|
11.
|
Health, Welfare and Retirement Benefits:
You will be eligible to participate in Tenneco's broad-based health, welfare and defined contribution retirement plans in a manner consistent with other Tenneco executives. Please refer to benefit plan documents for specific terms and eligibility. The Company reserves the right to change these benefit programs and any of our other benefit programs. Attached for your convenience is the Tenneco 2017 Benefits At A Glance for Salaried Employees.
|
12.
|
Vacation and Holiday Paid Time Off:
You will be entitled to four weeks of paid vacation per year in accordance with the provisions of the Company's vacation policy. In addition, the Company is typically closed during the week between Christmas and New Year's Day holidays. You will also be eligible for paid holidays and personal floating holidays in accordance with the Company's policies. However, if you leave employment with Tenneco, your accrued unused vacation will be paid in accordance with our vacation policy. Vacation is prorated to your date of hire and accrued on a monthly basis.
|
13.
|
Employment at Will:
This offer does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or the Company, with or without cause.
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Name:
|
Gregg A. Bolt
|
|
|
Title:
|
Sr VP Global Human Resources and Administration
|
|
|
By: /s/
|
Jason M. Hollar
|
|
|
Print Name:
|
Jason M. Hollar
|
1.
|
Position
: Your position will be Senior Vice President, Global Administration of Tenneco Inc., reporting directly to the Chairman & Chief Executive Officer.
|
2.
|
Base Salary
: Your initial base salary will be $458,000 per year ($38,167 per month) less taxes and withholding
.
paid in accordance with Tenneco
'
s normal payroll practices. Each year, your base salary will be reviewed and, in turn, may be adjusted and approved by the Compensation, Nominating and Governance Committee of Tenneco lnc.'s Board of Directors (the "CNG Committee").
|
3.
|
Annual Incentive Compensation
: You will be eligible to participate in Tenneco's executive annual incentive plan in a manner consistent with other Tenneco executives in the E7 grade
.
The terms of the annual incentive plan are set forth in the Tenneco Value Added Incentive Compensation Plan ("TAVA Plan"). Your initial target bonus opportunity for the 2013 calendar year performance period under the TAVA Plan will be 70% of your base salary (or
|
4
.
|
Long-term Incentive Compensation
: You will be eligible to participate in Tenneco's long-term incentive plan in a manner consistent with other Tenneco executives in the E7 grade. The terms of the long-term incentive plan are set forth in the Tenneco Long-Term Incentive Plan
,
as amended ("LTIP"). Under the LTIP, you will be eligible to receive annual awards of stock options, restricted stock, and long-term performance units (LTPUs), or potentially other
|
5.
|
Health, Welfare and Retirement Benefits
:
You will be eligible to participate in Tenneco's broad-based health, welfare and defined contribution retirement plans in a manner consistent with other Tenneco executives in the E7 grade. Please refer to benefit plan documents for specific terms and eligibility. The Company reserves the right to change these benefit programs and any of our other benefit programs
.
|
6.
|
Vacation and holiday paid time off
. You will be entitled to three weeks of paid vacation per year in accordance with the provisions of the Company
'
s vacation policy, including usage, carryover and payment for unused vacation. In addition, the Company is typically closed during the week between the Christmas and New Year's Day holidays. You will also be eligible for paid holidays and personal floating holidays in accordance with the Company's policies.
|
7.
|
Severance Protection
. You will be eligible to participate
i
n the Company's following severance arrangements in a manner consistent with other Tenneco executives in the E7 grade: (i) the Tenneco Severance Benefit Plan ("Severance Plan") and (ii) the Tenneco Change of Control Severance Benefits Plan for Key Executives (“CIC Plan").
|
9.
|
Standard Employee Confidentiality Agreement
. Attached is the form of the Company's standard Confidentiality Agreement which you would be required to sign when your employment with the Company commences. We will also provide you documents for you to sign to allow us to do a standard background check.
|
|
|
By: /s/
|
Gregg M. Sherrill
|
|
|
Name:
|
Gregg M. Sherrill
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Print Name:
|
Gregg A. Bolt
|
1.
|
Effective February 1, 2013, the section entitled "Replacement of Forfeited Equity Grants and Benefits" is hereby deleted from the Offer Letter in its entirety and replaced with the following:
|
2.
|
The number of shares of Tenneco restricted stock that will be granted to you will be based on the closing share price of Tenneco common stock on each applicable grant date. The Make-up Grant will be substantially in the form currently used by the Company and filed with the Securities and Exchange Commission for restricted stock grants,
|
3.
|
Except as amended hereby, the Offer Letter shall continue in full force and effect.
|
|
|
By: /s/
|
Gregg M. Sherrill
|
|
|
Name:
|
Gregg M. Sherrill
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Print Name:
|
Gregg A. Bolt
|
1.
|
You will be eligible for participation in the various Tenneco benefit plans and will be determined in accordance with the provisions of such plans. To the extent such plans will permit, your base salary (exclusive of allowances) shall be the basis for the calculation of coverage and retirement benefits
.
Assignment-related allowances will not be included in the calculation of coverage and retirement benefits.
|
2.
|
Signing bonus: during the first month of employment, you will receive a gross signing bonus equal to 50,000 $, subject to required withholdings.
|
3.
|
Retention bonus
:
6 months after your first employment date and 12 months after your employment date, you will receive a gross bonus amount of
|
4.
|
Home leave is time off with pay plus round trip airfare. You are entitled to 1 (one) annual home leave for you and your family in business class or 2 (two) annual home leaves if economy airfares are being utilized.
|
5.
|
Vacation eligibility is based on the greater of your home country vacation policy or local applicable rules, resulting in 20 annual vacation days
.
Time off during home
l
eave will be charged as vacation time.
|
6.
|
The Company will pay your rent directly for the duration of your assignment up to a maximum of 7,500 $/month
.
|
7.
|
The Company will provide a monthly utility allowance. Reimbursable costs include gas, oil heat, electricity, water, garbage pick-up, one phone line, fax and internet connection at home.
|
8.
|
You will be eligible for a company-provided vehicle and driver, subject to local practices and guidelines.
|
9.
|
The Company will provide reimbursement of the tuition fees for the employee's child(ren) - children up to the age of 18 - at an International or foreign language school in China.
|
10.
|
You will receive a Goods and Services Differential intended to help defray excess costs between goods and services, excluding shelter costs, in China and comparable goods and services in your home country. This differential is based on information provided by consultants who specialize in measuring expatriate living costs around the world.
|
11.
|
The calculation and administration of specific benefits allowed under the terms of this assignment will be in accordance with the TA International Assignment Guidelines.
|
12.
|
A one-time gross relocation allowance, subject to required tax and social security withholdings, will be paid equal to an amount of 2,500 $
|
|
|
By: /s/
|
Hari Nair
|
|
|
Name:
|
Hari Nair
|
|
|
By: /s/
|
Patrick Guo
|
|
|
By: /s/
|
Barbara Kluth
|
|
|
Name:
|
Barbara Kluth
|
|
|
Title:
|
Sr. Vice President, Global Human Resources
|
By: /s/
|
Patrick Guo
|
(a)
|
The prime rate of interest as reported by JPMorgan Chase Bank at the first day of each calendar month.
|
(b)
|
Tenneco stock index account — the amount of deferral will be invested in Tenneco stock equivalent unit account. Any investment in this account will be measured solely by the performance of Tenneco’s common stock (including dividends that will be reinvested). Amounts credited to this account will be
|
(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 Director Participants.
|
(a)
|
Subject to Section 8(c) below, a Participant’s Deferred Amount, if any, for any given calendar year, as adjusted pursuant to Section 7, shall be distributed in a single lump sum to the Participant, or the Participant’s beneficiary, within 60 days after the earlier to occur of:
|
(i)
|
the termination of the Participant’s employment, or
|
(ii)
|
the date specified for a specified date in-service distribution in the applicable Deferral Election made by the Participant, if any.
|
(b)
|
An Outside Director Participant’s Deferred Compensation Account, as adjusted pursuant to Section 7, shall be distributed in a single lump sum within 60 days after the Outside Director Participant’s separation from service with the Company.
|
(c)
|
For purposes of the Plan, the terms “terminated employment,” “termination of employment,” “separation from service,” and variations thereof, are intended to mean a “separation from service” under Code Section 409A.
|
(d)
|
Notwithstanding Section 8(a), with respect to any Participant who is a “specified employee” under Code Section 409A, distribution of such Participant’s Deferred Compensation Account upon a termination of employment shall be delayed until the earlier to occur of the Participant’s death or the date that is six months and one day following the Participant’s termination of employment.
|
(e)
|
A Participant may elect by filing a written election in accordance with procedures established by the Committee (a “Distribution Change Election”) to delay the specified date in-service distribution of all or a portion of any Deferred Amount
|
(a)
|
Except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder, the time or schedule of any payment or distribution or amount scheduled to be paid or distributed 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. None of Tenneco, its subsidiaries, its affiliates nor any of their respective directors, officers, employees or advisers shall be liable to any Participant or Outside Director Participant (or any other individual claiming a benefit through a Participant or Outside Director Participant) for any tax, interest or penalties the Participant or Outside Director Participant may owe as a result of participation in the Plan, and the Company shall have no obligation to indemnify or otherwise protect any Participant or Outside Director Participant from the obligation to pay any taxes pursuant to Code Section 409A.
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Name:
|
Gregg A. Bolt
|
|
|
Title:
|
Senior Vice President Global Human Resources and Administration
|
(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 of its employees who is a Participant for such Plan Year who was paid a bonus (or who would have been paid a bonus but for a deferral election related to such bonus) under the Company’s annual performance bonus plan (currently known as the Tenneco Inc. Annual Incentive Plan) (the “Bonus”) from the Employer for such Plan Year. 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 Company Retirement Contribution percentage that applies to such Participant for such Plan Year under the 401(k) Plan (determined as of the first day of the Plan Year (or the date on which the Participant was first eligible to participate in the 401(k) Plan for such Plan Year, if later), without regard to any changes in such percentage 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 401(k) Plan for such Plan
|
(d)
|
Employer Matching Contributions
. Each Employer shall make contributions to the Plan for each Plan Year (“Employer Matching Contributions”) on behalf of each of its employees who is a Participant in the Plan for such Plan Year, who has made the maximum permitted salary deferrals to the 401(k) Plan for such Plan Year, who is employed by the Employer on the last day of the Plan Year and whose Matching Company Contributions under the 401(k) Plan 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 Matching Contribution made by any Employer for any Plan Year on behalf of any Participant shall be equal to the difference (but not less than zero) between (i) the maximum Matching Company Contributions that could have been made on behalf of the Participant under the 401(k) Plan for that year had the limitations of section 401(a)(17) of the Code had not applied minus (ii) the maximum Matching Company Contributions that could have been made on behalf of the Participant under the 401(k) Plan for that year taking into account the limitations of section 401(a)(17) of the Code. Employer Matching Contributions shall be credited to the applicable Participants’ Accounts in accordance with subsection 4.1.
|
(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 Participant’s 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 Participant’s 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 that 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 Participant’s 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.
|
(a)
|
A Participant’s “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 Participant’s Years of Service shall be equal to the number of Years of Service credited to him under the 401(k) Plan for purposes of vesting; provided, however, that if a Participant is not a participant in the 401(k) Plan, his Years of Service shall be determined in accordance with the foregoing, as if he were a participant in the 401(k) Plan.
|
|
|
By: /s/
|
Gregg A. Bolt
|
|
|
Name:
|
Gregg A. Bolt
|
|
|
Title:
|
Senior Vice President Global Human Resources and Administration
|
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
|
A-3. Sherrill shall not be entitled to benefits pursuant to
|
Contributions
|
subsection 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;
|
(d)
|
2 percent of his Compensation (provided that the provisions of this paragraph (d) shall not apply for the period commencing on January 15, 2007 and ending on January 14, 2008).
|
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.
|
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
|
B-3. Trammell shall not be entitled to benefits pursuant to
|
Contributions
|
subsection 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:
|
(c)
|
his Compensation multiplied by the applicable percentage from the following schedule:
|
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.
|
Application
|
C-1. This Supplement C to Tenneco Inc. Excess Benefit Plan shall apply as of January 6, 2015 to the benefits of Participant Brian J. Kesseler (“Kesseler”).
|
Definitions
|
C-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 C.
|
Employer Retirement
|
C-3. Kesseler's benefits under subsection 3.2 of the Plan shall be
|
Other Terms of Plan
|
C-4. Except as otherwise provided in this Supplement C the terms and conditions of the Plan shall apply to Kesseler.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||
Net Income attributable to Tenneco Inc.
|
|
$
|
207
|
|
|
$
|
356
|
|
|
$
|
241
|
|
|
$
|
225
|
|
|
$
|
182
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
73
|
|
|
92
|
|
|
67
|
|
|
91
|
|
|
80
|
|
|||||
Portion of rentals representative of the interest factor
|
|
24
|
|
|
21
|
|
|
20
|
|
|
21
|
|
|
19
|
|
|||||
Income tax expense
|
|
70
|
|
|
—
|
|
|
146
|
|
|
131
|
|
|
122
|
|
|||||
Noncontrolling interests
|
|
67
|
|
|
68
|
|
|
54
|
|
|
44
|
|
|
38
|
|
|||||
Amortization of interest capitalized
|
|
5
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||||
Undistributed (earnings) losses of affiliated companies in which less than a 50% voting interest is owned
|
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||||
Earnings as defined
|
|
$
|
447
|
|
|
$
|
541
|
|
|
$
|
533
|
|
|
$
|
513
|
|
|
$
|
445
|
|
Interest expense
|
|
$
|
73
|
|
|
$
|
92
|
|
|
$
|
67
|
|
|
$
|
91
|
|
|
$
|
80
|
|
Interest capitalized
|
|
8
|
|
|
6
|
|
|
6
|
|
|
5
|
|
|
4
|
|
|||||
Portion of rentals representative of the interest factor
|
|
24
|
|
|
21
|
|
|
20
|
|
|
21
|
|
|
19
|
|
|||||
Fixed charges as defined
|
|
$
|
105
|
|
|
$
|
119
|
|
|
$
|
93
|
|
|
$
|
117
|
|
|
$
|
103
|
|
Ratio of earnings to fixed charges
|
|
4.26
|
|
|
4.55
|
|
|
5.73
|
|
|
4.38
|
|
|
4.32
|
|
Company Name
|
|
Ownership
Type(a)
|
|
Primary
Jurisdiction
|
Armstrong Properties (Pty.) Ltd.
|
|
Indirect
|
|
South Africa
|
Autopartes Walker, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
CED’S Inc.
|
|
Indirect
|
|
Illinois
|
Clevite Industries Inc.
|
|
Indirect
|
|
Delaware
|
Fric-Rot S.A.I.C.
|
|
Indirect
|
|
Argentina
|
Futaba-Tenneco U.K. Limited
|
|
Indirect
|
|
United Kingdom
|
Gillet Exhaust Manufacturing Limited
|
|
Indirect
|
|
United Kingdom
|
Gillet Pressings Cardiff Limited
|
|
Indirect
|
|
United Kingdom
|
J.W. Hartley (Motor Trade) Limited
|
|
Indirect
|
|
United Kingdom
|
Kinetic Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Maco Inversiones S.A.
|
|
Indirect
|
|
Argentina
|
McPherson Strut Company LLC
|
|
Indirect
|
|
Delaware
|
Monroe Amortisor Imalat Ve Ticaret Anonim Sirketi
|
|
Indirect
|
|
Turkey
|
Monroe Australia Pty. Limited
|
|
Indirect
|
|
Australia
|
Monroe Czechia s.r.o.
|
|
Indirect
|
|
Czech Republic
|
Monroe Manufacturing (Proprietary) Ltd.
|
|
Indirect
|
|
South Africa
|
Monroe Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Monroe Holding, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Monroe Packaging BVBA
|
|
Indirect
|
|
Belgium
|
Monroe Springs (Australia) Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Monroe Springs (New Zealand) Limited
|
|
Indirect
|
|
New Zealand
|
Montagewerk Abgastechnik Emden GmbH
|
|
Indirect
|
|
Germany
|
Precision Modular Assembly Corp.
|
|
Indirect
|
|
Delaware
|
Proveedora Walker S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Pullman Standard Inc.
|
|
Indirect
|
|
Delaware
|
Shanghai Tenneco Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
TA (Australia) Group Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Tenneco Asheville Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Asia Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive Brasil Ltda.
|
|
Indirect
|
|
Brazil
|
Tenneco Automotive Deutschland GmbH
|
|
Indirect
|
|
Germany
|
Tenneco Automotive Eastern Europe Sp. z.o.o.
|
|
Indirect
|
|
Poland
|
Tenneco Automotive Europe BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco Automotive Europe Coordination Center BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco Automotive Foreign Sales Corporation Limited
|
|
Indirect
|
|
Jamaica
|
Tenneco Automotive France S.A.S.
|
|
Indirect
|
|
France
|
Tenneco Automotive Holdings South Africa Pty. Limited
|
|
Indirect
|
|
South Africa
|
Tenneco Automotive Iberica, S.A.
|
|
Indirect
|
|
Spain
|
Tenneco Automotive Inc. Nevada
|
|
Direct
|
|
Nevada
|
Tenneco Automotive India Private Limited
|
|
Indirect
|
|
India
|
Tenneco Automotive Italia S.r.l.
|
|
Indirect
|
|
Italy
|
Tenneco Automotie Nederland B.V.
|
|
Indirect
|
|
Netherlands
|
Tenneco Automotive Operating Company Inc.
|
|
Direct
|
|
Delaware
|
Tenneco Automotive Polska Sp. z.o.o.
|
|
Indirect
|
|
Poland
|
Tenneco Automotive Port Elizabeth (Proprietary) Limited
|
|
Indirect
|
|
South Africa
|
Tenneco Automotive Portugal - Componentes Para Automovel, Unipressol, LDA.
|
|
Indirect
|
|
Portugal
|
Company Name
|
|
Ownership
Type(a)
|
|
Primary
Jurisdiction
|
Tenneco Automotive Romania S.r.l.
|
|
Indirect
|
|
Romania
|
Tenneco Automotive RSA Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive Second RSA Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive Services Societe Par Actions Simplifiee
|
|
Indirect
|
|
France
|
Tenneco Automotive Servicios Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Tenneco Automotive (Thailand) Limited
|
|
Indirect
|
|
Thailand
|
Tenneco Automotive Trading Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive UK Limited
|
|
Indirect
|
|
United Kingdom
|
Tenneco Automotive Volga LLC
|
|
Indirect
|
|
Russia
|
Tenneco Automotive Walker Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco (Beijing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Beijing) Ride Control System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Brake, Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Brazil Ltda.
|
|
Indirect
|
|
Brazil
|
Tenneco Canada Inc.
|
|
Indirect
|
|
Canada
|
Tenneco (Changzhou) Rider Performance Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (China) Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Dalian) Exhaust System Co. Ltd.
|
|
Indirect
|
|
China
|
Tenneco Deutschland Holdinggesellschaft mbH
|
|
Indirect
|
|
Germany
|
Tenneco Eastern European Holdings S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco-Eberspaecher (Dalian) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Eberspaecher (Beijing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Emission Control (Pty) Ltd.
|
|
Indirect
|
|
South Africa
|
Tenneco Etain Societe Par Actions Simplifiee
|
|
Indirect
|
|
France
|
Tenneco Europe Limited
|
|
Indirect
|
|
Delaware
|
Qingdao Tenneco FAWSN Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco FAWSN (Foshan) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco FAWSN (Changchun) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Global Holdings Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco GmbH
|
|
Indirect
|
|
Germany
|
Tenneco (Guangzhou) Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Holdings Danmark ApS
|
|
Indirect
|
|
Denmark
|
Tenneco Hong Kong Holdings Limited
|
|
Indirect
|
|
Hong Kong
|
Tenneco Hungary Korlatolt Felelossegu Tarasag
|
|
Indirect
|
|
Hungary
|
Tenneco Innovacion S. L.
|
|
Indirect
|
|
Spain
|
Tenneco International Holding Corp.
|
|
Indirect
|
|
Delaware
|
Tenneco International Luxembourg S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco International Manufacturing S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco Japan Ltd.
|
|
Indirect
|
|
Japan
|
Tenneco Korea Limited
|
|
Indirect
|
|
Korea
|
Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Management (Europe) Limited
|
|
Indirect
|
|
United Kingdom
|
Tenneco (TM Asia) Ltd.
|
|
Indirect
|
|
Republic of China
|
Tenneco (TM Belgium) BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco (MSCan) Operations Inc.
|
|
Indirect
|
|
Canada (BC)
|
Tenneco (MSCan) Operations Inc.
|
|
Indirect
|
|
Canada (BC)
|
/s/ Brian J. Kesseler
|
Name: Brian J. Kesseler
|
/s/ Kenneth R. Trammell
|
Name: Kenneth R. Trammell
|
/s/ Paul D. Novas
|
Name: Paul D. Novas
|
/s/ Gregg M. Sherrill
|
Name: Gregg M. Sherrill
|
/s/ Thomas C. Freyman
|
Name: Thomas C. Freyman
|
/s/ Dennis J. Letham
|
Name: Dennis J. Letham
|
/s/ James S. Metcalf
|
Name: James S. Metcalf
|
/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/ Jane L. Warner
|
Name: Jane L. Warner
|
/s/ Roger J. Wood
|
Name: Roger J. Wood
|
1.
|
I have reviewed this annual report on Form 10-K of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
|
BRIAN J. KESSELER
|
|
Brian J. Kesseler
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
|
KENNETH R. TRAMMELL
|
|
Kenneth R. Trammell
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ BRIAN J. KESSELER
|
Brian J. Kesseler
|
Chief Executive Officer
|
|
/s/ KENNETH R. TRAMMELL
|
Kenneth R. Trammell
|
Executive Vice President and Chief Financial Officer
|