þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
76-0515284
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
500 North Field Drive, Lake Forest, Illinois
|
|
60045
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
Emerging growth company
¨
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|
Page
|
Part I — Financial Information
|
|
|
Item 1.
|
||
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Tenneco Inc. and Consolidated Subsidiaries —
|
|
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||
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||
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||
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||
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||
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|
||
Item 2.
|
||
Item 3.
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||
Item 4.
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||
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|
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Part II — Other Information
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
Defaults Upon Senior Securities
|
*
|
Item 4.
|
Mine Safety Disclosures
|
*
|
Item 5.
|
Other Information
|
*
|
Item 6.
|
*
|
No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.
|
•
|
general economic, business and market conditions;
|
•
|
our ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;
|
•
|
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;
|
•
|
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;
|
•
|
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 or diesel engines, which tend to be higher margin products for us, to other lower margin vehicles, for which we may or may not have supply arrangements;
|
•
|
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 and/or aftermarket products;
|
•
|
new technologies that reduce the demand for certain of our products or otherwise render them obsolete;
|
•
|
our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;
|
•
|
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);
|
•
|
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;
|
•
|
our ability to successfully execute cash management and other cost reduction plans, and to realize the anticipated benefits from these plans;
|
•
|
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;
|
•
|
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;
|
•
|
increases in the costs of raw materials or components, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods;
|
•
|
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;
|
•
|
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;
|
•
|
costs related to product warranties and other customer satisfaction actions;
|
•
|
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;
|
•
|
the impact of consolidation among vehicle parts suppliers and customers on our ability to compete;
|
•
|
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;
|
•
|
customer acceptance of new products;
|
•
|
our ability to realize our business strategy of improving operating performance;
|
•
|
our ability to successfully integrate, and benefit from, any acquisitions that we complete and effectively manage our joint ventures and other third-party relationships;
|
•
|
changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;
|
•
|
changes in accounting estimates and assumptions, including changes based on additional information;
|
•
|
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;
|
•
|
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 or increased costs or loss of revenues relating to products subject to changing regulation;
|
•
|
the potential impairment in the carrying value of our long-lived assets and goodwill or our deferred tax assets;
|
•
|
potential volatility in our effective tax rate;
|
•
|
disasters, such as fires, earthquakes and flooding, and any resultant disruptions in the supply or production of goods or services to us or by us, in demand by our customers or in the operation of our system, disaster recovery capabilities or business continuity capabilities;
|
•
|
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
|
•
|
the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.
|
•
|
the risk that the benefits of the acquisition of Federal-Mogul, including synergies, may not be fully realized or may take longer to realize than expected;
|
•
|
the risk that the acquisition of Federal-Mogul may not advance our business strategy;
|
•
|
the risk that we may experience difficulty integrating or separating all employees or operations;
|
•
|
the risk that the transaction may have an adverse impact on existing arrangements with us, including those related to transition, manufacturing and supply services and tax matters, our ability to retain and hire key personnel or our ability to maintain relationships with customers, suppliers or other business partners; and
|
•
|
the risk that the company may not complete a separation of its powertrain technology business and its aftermarket and ride performance business (or achieve some or all of the anticipated benefits of such a separation).
|
/s/ PricewaterhouseCoopers LLP
|
Milwaukee, Wisconsin
|
November 7, 2018
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Net sales and operating revenues
|
$
|
2,372
|
|
|
$
|
2,274
|
|
|
$
|
7,483
|
|
|
$
|
6,883
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
2,014
|
|
|
1,911
|
|
|
6,371
|
|
|
5,789
|
|
||||
Engineering, research, and development
|
39
|
|
|
40
|
|
|
122
|
|
|
115
|
|
||||
Selling, general, and administrative
|
141
|
|
|
127
|
|
|
450
|
|
|
520
|
|
||||
Depreciation and amortization of other intangibles
|
65
|
|
|
58
|
|
|
183
|
|
|
165
|
|
||||
|
2,259
|
|
|
2,136
|
|
|
7,126
|
|
|
6,589
|
|
||||
Other expense
|
|
|
|
|
|
|
|
||||||||
Loss on sale of receivables
|
3
|
|
|
2
|
|
|
8
|
|
|
4
|
|
||||
Other expense, net
|
6
|
|
|
2
|
|
|
15
|
|
|
8
|
|
||||
|
9
|
|
|
4
|
|
|
23
|
|
|
12
|
|
||||
Earnings before interest expense, income taxes, and noncontrolling interests
|
104
|
|
|
134
|
|
|
334
|
|
|
282
|
|
||||
Interest expense
|
21
|
|
|
19
|
|
|
61
|
|
|
54
|
|
||||
Earnings before income taxes and noncontrolling interests
|
83
|
|
|
115
|
|
|
273
|
|
|
228
|
|
||||
Income tax expense
|
20
|
|
|
16
|
|
|
72
|
|
|
41
|
|
||||
Net income
|
63
|
|
|
99
|
|
|
201
|
|
|
187
|
|
||||
Less: Net income attributable to noncontrolling interests
|
9
|
|
|
16
|
|
|
39
|
|
|
48
|
|
||||
Net income attributable to Tenneco Inc.
|
$
|
54
|
|
|
$
|
83
|
|
|
$
|
162
|
|
|
$
|
139
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
||||||||
Basic
|
51,272,618
|
|
|
52,508,078
|
|
|
51,247,664
|
|
|
53,265,149
|
|
||||
Diluted
|
51,401,829
|
|
|
52,687,656
|
|
|
51,395,927
|
|
|
53,501,864
|
|
||||
Basic earnings per share of common stock
|
$
|
1.05
|
|
|
$
|
1.57
|
|
|
$
|
3.17
|
|
|
$
|
2.61
|
|
Diluted earnings per share of common stock
|
$
|
1.05
|
|
|
$
|
1.57
|
|
|
$
|
3.16
|
|
|
$
|
2.60
|
|
Cash dividends declared per share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.75
|
|
|
$
|
0.75
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||
|
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
|
|
|
$
|
54
|
|
|
|
|
$
|
9
|
|
|
|
|
$
|
63
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance July 1
|
$
|
(315
|
)
|
|
|
|
$
|
(2
|
)
|
|
|
|
$
|
(317
|
)
|
|
|
||||||
Translation of foreign currency statements
|
(28
|
)
|
|
(28
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(31
|
)
|
|
(31
|
)
|
||||||
Balance September 30
|
(343
|
)
|
|
|
|
(5
|
)
|
|
|
|
(348
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance July 1
|
(293
|
)
|
|
|
|
—
|
|
|
|
|
(293
|
)
|
|
|
|||||||||
Additional liability for pension and postretirement benefits, net of tax
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Balance September 30
|
(289
|
)
|
|
|
|
—
|
|
|
|
|
(289
|
)
|
|
|
|||||||||
Balance September 30
|
$
|
(632
|
)
|
|
|
|
$
|
(5
|
)
|
|
|
|
$
|
(637
|
)
|
|
|
||||||
Other Comprehensive Loss
|
|
|
(24
|
)
|
|
|
|
(3
|
)
|
|
|
|
(27
|
)
|
|||||||||
Comprehensive Income
|
|
|
$
|
30
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
36
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
83
|
|
|
|
|
$
|
16
|
|
|
|
|
$
|
99
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance July 1
|
$
|
(285
|
)
|
|
|
|
$
|
(2
|
)
|
|
|
|
$
|
(287
|
)
|
|
|
||||||
Translation of foreign currency statements
|
28
|
|
|
28
|
|
|
1
|
|
|
1
|
|
|
29
|
|
|
29
|
|
||||||
Balance September 30
|
(257
|
)
|
|
|
|
(1
|
)
|
|
|
|
(258
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance July 1
|
(316
|
)
|
|
|
|
—
|
|
|
|
|
(316
|
)
|
|
|
|||||||||
Additional liability for pension and postretirement benefits, net of tax
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Balance September 30
|
(313
|
)
|
|
|
|
—
|
|
|
|
|
(313
|
)
|
|
|
|||||||||
Balance September 30
|
$
|
(570
|
)
|
|
|
|
$
|
(1
|
)
|
|
|
|
$
|
(571
|
)
|
|
|
||||||
Other Comprehensive Income
|
|
|
31
|
|
|
|
|
1
|
|
|
|
|
32
|
|
|||||||||
Comprehensive Income
|
|
|
$
|
114
|
|
|
|
|
$
|
17
|
|
|
|
|
$
|
131
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||
|
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
|
|
|
$
|
162
|
|
|
|
|
$
|
39
|
|
|
|
|
$
|
201
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(241
|
)
|
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
(244
|
)
|
|
|
||||||
Translation of foreign currency statements
|
(102
|
)
|
|
(102
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(104
|
)
|
|
(104
|
)
|
||||||
Balance September 30
|
(343
|
)
|
|
|
|
(5
|
)
|
|
|
|
(348
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
z
|
|
|
|
|||||||||||
Balance January 1
|
(300
|
)
|
|
|
|
—
|
|
|
|
|
(300
|
)
|
|
|
|||||||||
Additional liability for pension and postretirement benefits, net of tax
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Balance September 30
|
(289
|
)
|
|
|
|
—
|
|
|
|
|
(289
|
)
|
|
|
|||||||||
Balance September 30
|
$
|
(632
|
)
|
|
|
|
$
|
(5
|
)
|
|
|
|
$
|
(637
|
)
|
|
|
||||||
Other Comprehensive Loss
|
|
|
(91
|
)
|
|
|
|
(2
|
)
|
|
|
|
(93
|
)
|
|||||||||
Comprehensive Income
|
|
|
$
|
71
|
|
|
|
|
$
|
37
|
|
|
|
|
$
|
108
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||||
|
Tenneco Inc.
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Comprehensive
Income |
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Net Income
|
|
|
$
|
139
|
|
|
|
|
$
|
48
|
|
|
|
|
$
|
187
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
$
|
(338
|
)
|
|
|
|
$
|
(5
|
)
|
|
|
|
$
|
(343
|
)
|
|
|
||||||
Translation of foreign currency statements
|
81
|
|
|
81
|
|
|
4
|
|
|
4
|
|
|
85
|
|
|
85
|
|
||||||
Balance September 30
|
(257
|
)
|
|
|
|
(1
|
)
|
|
|
|
(258
|
)
|
|
|
|||||||||
Additional Liability for Pension and Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1
|
(327
|
)
|
|
|
|
—
|
|
|
|
|
(327
|
)
|
|
|
|||||||||
Additional liability for pension and postretirement benefits, net of tax
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||||
Balance September 30
|
(313
|
)
|
|
|
|
—
|
|
|
|
|
(313
|
)
|
|
|
|||||||||
Balance September 30
|
$
|
(570
|
)
|
|
|
|
$
|
(1
|
)
|
|
|
|
$
|
(571
|
)
|
|
|
||||||
Other Comprehensive Income
|
|
|
95
|
|
|
|
|
4
|
|
|
|
|
99
|
|
|||||||||
Comprehensive Income
|
|
|
$
|
234
|
|
|
|
|
$
|
52
|
|
|
|
|
$
|
286
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(Millions)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
202
|
|
|
$
|
315
|
|
Restricted cash
|
1
|
|
|
3
|
|
||
Receivables —
|
|
|
|
||||
Customer notes and accounts, net
|
1,389
|
|
|
1,294
|
|
||
Other
|
19
|
|
|
27
|
|
||
Inventories —
|
|
|
|
||||
Finished goods
|
372
|
|
|
349
|
|
||
Work in process
|
307
|
|
|
268
|
|
||
Raw materials
|
197
|
|
|
178
|
|
||
Materials and supplies
|
80
|
|
|
74
|
|
||
Prepayments and other
|
369
|
|
|
291
|
|
||
Total current assets
|
2,936
|
|
|
2,799
|
|
||
Other assets:
|
|
|
|
||||
Long-term receivables, net
|
12
|
|
|
9
|
|
||
Goodwill
|
47
|
|
|
49
|
|
||
Intangibles, net
|
20
|
|
|
22
|
|
||
Deferred income taxes
|
227
|
|
|
204
|
|
||
Other
|
154
|
|
|
144
|
|
||
|
460
|
|
|
428
|
|
||
Plant, property, and equipment, at cost
|
4,068
|
|
|
4,008
|
|
||
Less — Accumulated depreciation and amortization
|
(2,436
|
)
|
|
(2,393
|
)
|
||
|
1,632
|
|
|
1,615
|
|
||
Total assets
|
$
|
5,028
|
|
|
$
|
4,842
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Short-term debt (including current maturities of long-term debt)
|
$
|
240
|
|
|
$
|
83
|
|
Accounts payable
|
1,769
|
|
|
1,705
|
|
||
Accrued taxes
|
38
|
|
|
45
|
|
||
Accrued interest
|
10
|
|
|
14
|
|
||
Accrued liabilities
|
299
|
|
|
287
|
|
||
Other
|
136
|
|
|
132
|
|
||
Total current liabilities
|
2,492
|
|
|
2,266
|
|
||
Long-term debt
|
1,304
|
|
|
1,358
|
|
||
Deferred income taxes
|
11
|
|
|
11
|
|
||
Pension and postretirement benefits
|
258
|
|
|
268
|
|
||
Deferred credits and other liabilities
|
160
|
|
|
155
|
|
||
Commitments and contingencies (Note 8)
|
—
|
|
|
—
|
|
||
Total liabilities
|
4,225
|
|
|
4,058
|
|
||
Redeemable noncontrolling interests
|
28
|
|
|
42
|
|
||
Tenneco Inc. shareholders’ equity:
|
|
|
|
||||
Common stock
|
1
|
|
|
1
|
|
||
Premium on common stock and other capital surplus
|
3,121
|
|
|
3,112
|
|
||
Accumulated other comprehensive loss
|
(632
|
)
|
|
(541
|
)
|
||
Accumulated deficit
|
(823
|
)
|
|
(946
|
)
|
||
|
1,667
|
|
|
1,626
|
|
||
Less — Shares held as treasury stock, at cost
|
930
|
|
|
930
|
|
||
Total Tenneco Inc. shareholders’ equity
|
737
|
|
|
696
|
|
||
Noncontrolling interests
|
38
|
|
|
46
|
|
||
Total equity
|
775
|
|
|
742
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
5,028
|
|
|
$
|
4,842
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
63
|
|
|
$
|
99
|
|
|
$
|
201
|
|
|
$
|
187
|
|
Adjustments to reconcile net income to cash (used) provided by operating activities —
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of other intangibles
|
65
|
|
|
58
|
|
|
183
|
|
|
165
|
|
||||
Deferred income taxes
|
(13
|
)
|
|
(1
|
)
|
|
(22
|
)
|
|
(1
|
)
|
||||
Stock-based compensation
|
5
|
|
|
1
|
|
|
12
|
|
|
12
|
|
||||
Loss on sale of assets
|
3
|
|
|
1
|
|
|
8
|
|
|
2
|
|
||||
Changes in components of working capital —
|
|
|
|
|
|
|
|
||||||||
(Increase) decrease in receivables
|
(29
|
)
|
|
13
|
|
|
(268
|
)
|
|
(212
|
)
|
||||
Increase in inventories
|
(65
|
)
|
|
(56
|
)
|
|
(118
|
)
|
|
(116
|
)
|
||||
Increase in prepayments and other current assets
|
(21
|
)
|
|
(8
|
)
|
|
(91
|
)
|
|
(76
|
)
|
||||
(Decrease) increase in accounts payable
|
(26
|
)
|
|
(29
|
)
|
|
141
|
|
|
57
|
|
||||
(Decrease) increase in accrued taxes
|
(3
|
)
|
|
16
|
|
|
(6
|
)
|
|
(22
|
)
|
||||
Decrease in accrued interest
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
||||
(Decrease) increase in other current liabilities
|
(19
|
)
|
|
(51
|
)
|
|
11
|
|
|
101
|
|
||||
Changes in long-term assets
|
(4
|
)
|
|
(10
|
)
|
|
(18
|
)
|
|
(10
|
)
|
||||
Changes in long-term liabilities
|
1
|
|
|
(6
|
)
|
|
2
|
|
|
1
|
|
||||
Other
|
5
|
|
|
1
|
|
|
5
|
|
|
3
|
|
||||
Net cash (used) provided by operating activities
|
(41
|
)
|
|
25
|
|
|
37
|
|
|
86
|
|
||||
Investing Activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from sale of assets
|
1
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||
Proceeds from sale of equity interest
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Cash payments for plant, property, and equipment
|
(78
|
)
|
|
(90
|
)
|
|
(242
|
)
|
|
(283
|
)
|
||||
Cash payments for software related intangible assets
|
(3
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
(17
|
)
|
||||
Proceeds from deferred purchase price of factored receivables
|
36
|
|
|
28
|
|
|
102
|
|
|
77
|
|
||||
Other
|
(4
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||
Net cash used by investing activities
|
(48
|
)
|
|
(68
|
)
|
|
(149
|
)
|
|
(213
|
)
|
||||
Financing Activities
|
|
|
|
|
|
|
|
||||||||
(Repurchase) issuance of common shares
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Cash dividends
|
(14
|
)
|
|
(14
|
)
|
|
(39
|
)
|
|
(40
|
)
|
||||
Payments of long-term debt
|
(5
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|
(9
|
)
|
||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
||||
Debt issuance cost of long-term debt
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(8
|
)
|
||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(131
|
)
|
||||
Net increase (decrease) in bank overdrafts
|
2
|
|
|
(3
|
)
|
|
(5
|
)
|
|
(12
|
)
|
||||
Net (decrease) increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
(77
|
)
|
|
84
|
|
|
(29
|
)
|
|
144
|
|
||||
Net increase in short-term borrowings secured by accounts receivable
|
170
|
|
|
—
|
|
|
150
|
|
|
20
|
|
||||
Distributions to noncontrolling interest partners
|
(16
|
)
|
|
(12
|
)
|
|
(44
|
)
|
|
(45
|
)
|
||||
Net cash provided (used) by financing activities
|
59
|
|
|
(16
|
)
|
|
12
|
|
|
53
|
|
||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
(4
|
)
|
|
3
|
|
|
(15
|
)
|
|
4
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(34
|
)
|
|
(56
|
)
|
|
(115
|
)
|
|
(70
|
)
|
||||
Cash, cash equivalents and restricted cash, beginning of period
|
237
|
|
|
335
|
|
|
318
|
|
|
349
|
|
||||
Cash, cash equivalents and restricted cash, end of period (Note)
|
$
|
203
|
|
|
$
|
279
|
|
|
$
|
203
|
|
|
$
|
279
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
||||||||
Cash paid during the period for interest (net of interest capitalized)
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
65
|
|
|
$
|
61
|
|
Cash paid during the period for income taxes (net of refunds)
|
23
|
|
|
31
|
|
|
79
|
|
|
74
|
|
||||
Non-cash Investing and Financing Activities
|
|
|
|
|
|
|
|
||||||||
Period end balance of accounts payable for plant, property, and equipment
|
$
|
52
|
|
|
$
|
53
|
|
|
$
|
52
|
|
|
$
|
53
|
|
Deferred purchase price of receivables factored in the period
|
34
|
|
|
27
|
|
|
105
|
|
|
80
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(Millions Except Share Amounts)
|
||||||||||||
Tenneco Inc. Shareholders:
|
|
|
|
|
|
|
|
||||||
Common Stock
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
66,033,509
|
|
|
$
|
1
|
|
|
65,891,930
|
|
|
$
|
1
|
|
(Repurchased) issued pursuant to benefit plans
|
(18,553
|
)
|
|
—
|
|
|
35,843
|
|
|
—
|
|
||
Restricted shares forfeited
|
(8,062
|
)
|
|
—
|
|
|
(126,682
|
)
|
|
—
|
|
||
Stock options exercised
|
16,199
|
|
|
—
|
|
|
208,818
|
|
|
—
|
|
||
Balance September 30
|
66,023,093
|
|
|
1
|
|
|
66,009,909
|
|
|
1
|
|
||
Premium on Common Stock and Other Capital Surplus
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
3,112
|
|
|
|
|
3,098
|
|
||||
Premium on common stock issued pursuant to benefit plans
|
|
|
9
|
|
|
|
|
11
|
|
||||
Balance September 30
|
|
|
3,121
|
|
|
|
|
3,109
|
|
||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
(541
|
)
|
|
|
|
(665
|
)
|
||||
Other comprehensive (loss) income
|
|
|
(91
|
)
|
|
|
|
95
|
|
||||
Balance September 30
|
|
|
(632
|
)
|
|
|
|
(570
|
)
|
||||
Accumulated Deficit
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
(946
|
)
|
|
|
|
(1,100
|
)
|
||||
Net income attributable to Tenneco Inc.
|
|
|
162
|
|
|
|
|
139
|
|
||||
Cash dividends declared
|
|
|
(39
|
)
|
|
|
|
(40
|
)
|
||||
Adjustments to adopt new accounting standards
|
|
|
|
|
|
|
|
||||||
Revenue recognition (notes 11 and 14)
|
|
|
1
|
|
|
|
|
—
|
|
||||
Tax accounting for intra-entity asset transfers (note 11)
|
|
|
(2
|
)
|
|
|
|
—
|
|
||||
Balance September 30
|
|
|
(823
|
)
|
|
|
|
(1,001
|
)
|
||||
Less — Common Stock Held as Treasury Stock at Cost
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
14,592,888
|
|
|
930
|
|
|
11,655,938
|
|
|
761
|
|
||
Purchase of common stock through stock repurchase program
|
—
|
|
|
—
|
|
|
2,310,443
|
|
|
131
|
|
||
Balance September 30
|
14,592,888
|
|
|
930
|
|
|
13,966,381
|
|
|
892
|
|
||
Total Tenneco Inc. shareholders’ equity
|
|
|
$
|
737
|
|
|
|
|
$
|
647
|
|
||
Noncontrolling Interests:
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
|
$
|
46
|
|
|
|
|
$
|
47
|
|
||
Net income
|
|
|
17
|
|
|
|
|
21
|
|
||||
Other comprehensive income
|
|
|
1
|
|
|
|
|
2
|
|
||||
Dividends declared
|
|
|
(26
|
)
|
|
|
|
(31
|
)
|
||||
Balance September 30
|
|
|
$
|
38
|
|
|
|
|
$
|
39
|
|
||
Total Equity
|
|
|
$
|
775
|
|
|
|
|
$
|
686
|
|
(1)
|
Consolidation and Presentation
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Balance January 1
|
$
|
42
|
|
|
$
|
40
|
|
Net income attributable to redeemable noncontrolling interests
|
22
|
|
|
27
|
|
||
Other comprehensive (loss) income
|
(3
|
)
|
|
2
|
|
||
Dividends declared
|
(33
|
)
|
|
(37
|
)
|
||
Balance September 30
|
$
|
28
|
|
|
$
|
32
|
|
(2)
|
Acquisition of Federal-Mogul
|
(3)
|
Financial Instruments
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Net Carrying
Amount
|
|
Fair
Value
|
|
Net Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(Millions)
|
||||||||||||||
Long-term debt (including current maturities)
|
$
|
1,308
|
|
|
$
|
1,252
|
|
|
$
|
1,361
|
|
|
$
|
1,398
|
|
Equity swap agreement and foreign currency forward contracts:
|
|
|
|
|
|
|
|
||||||||
Asset derivative contracts (a)
|
5
|
|
|
5
|
|
|
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)
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
Chinese yuan
|
—Purchase
|
4
|
|
U.S. dollars
|
—Purchase
|
1
|
|
(4)
|
Debt and Other Financing Arrangements
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
||||||||
|
(Millions)
|
||||||||||||||
Tenneco Inc. —
|
|
|
|
|
|
|
|
||||||||
Revolver borrowings due 2022
|
$
|
207
|
|
|
$
|
207
|
|
|
$
|
244
|
|
|
$
|
244
|
|
Senior Tranche A Term Loan due 2022
|
375
|
|
|
373
|
|
|
390
|
|
|
388
|
|
||||
5 3/8% Senior Notes due 2024
|
225
|
|
|
222
|
|
|
225
|
|
|
222
|
|
||||
5% Senior Notes due 2026
|
500
|
|
|
493
|
|
|
500
|
|
|
492
|
|
||||
Other subsidiaries —
|
|
|
|
|
|
|
|
||||||||
Other long-term debt due in 2020
|
6
|
|
|
6
|
|
|
5
|
|
|
5
|
|
||||
Notes due 2018 through 2028
|
8
|
|
|
7
|
|
|
12
|
|
|
10
|
|
||||
|
1,321
|
|
|
1,308
|
|
|
1,376
|
|
|
1,361
|
|
||||
Less — maturities classified as current
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
||||
Total long-term debt
|
$
|
1,317
|
|
|
$
|
1,304
|
|
|
$
|
1,373
|
|
|
$
|
1,358
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(Millions)
|
||||||
Maturities classified as current
|
$
|
4
|
|
|
$
|
3
|
|
Short-term borrowings
|
236
|
|
|
80
|
|
||
Total short-term debt
|
$
|
240
|
|
|
$
|
83
|
|
|
Quarter Ended
|
||||||||||||||||
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
||||||||||||
|
Required
|
|
Actual
|
|
Required
|
|
Actual
|
|
Required
|
|
Actual
|
||||||
Leverage Ratio (maximum)
|
3.50
|
|
|
2.05
|
|
|
3.50
|
|
|
1.79
|
|
|
3.50
|
|
|
2.09
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
10.05
|
|
|
2.75
|
|
|
10.84
|
|
|
2.75
|
|
|
9.87
|
|
(5)
|
Income Taxes
|
(6)
|
Accounts Receivable Securitization and Factoring Programs
|
(7)
|
Restructuring and Other Charges
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Cost of sales
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
44
|
|
|
$
|
31
|
|
Engineering, research, and development
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Selling, general, and administrative
|
—
|
|
|
11
|
|
|
10
|
|
|
18
|
|
||||
Depreciation and amortization of other intangibles
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
December 31,
2017 Restructuring Reserve |
|
2018
Expenses |
|
2018
Cash Payments |
|
Impact of Exchange Rates
|
|
September 30, 2018
Restructuring Reserve |
||||||||||
|
(Millions)
|
||||||||||||||||||
Employee severance, termination benefits and other related costs
|
$
|
25
|
|
|
$
|
55
|
|
|
$
|
(47
|
)
|
|
$
|
(1
|
)
|
|
$
|
32
|
|
(8)
|
Environmental Matters, Legal Proceedings and Product Warranties
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Beginning Balance January 1,
|
$
|
26
|
|
|
$
|
20
|
|
Accruals related to product warranties
|
13
|
|
|
13
|
|
||
Reductions for payments made
|
(11
|
)
|
|
(8
|
)
|
||
Ending Balance September 30,
|
$
|
28
|
|
|
$
|
25
|
|
(9)
|
Earnings Per Share
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||||||
Basic earnings per share —
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Tenneco Inc.
|
$
|
54
|
|
|
$
|
83
|
|
|
$
|
162
|
|
|
$
|
139
|
|
Weighted average shares of common stock outstanding
|
51,272,618
|
|
|
52,508,078
|
|
|
51,247,664
|
|
|
53,265,149
|
|
||||
Earnings per share of common stock
|
$
|
1.05
|
|
|
$
|
1.57
|
|
|
$
|
3.17
|
|
|
$
|
2.61
|
|
Diluted earnings per share —
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Tenneco Inc.
|
$
|
54
|
|
|
$
|
83
|
|
|
$
|
162
|
|
|
$
|
139
|
|
Weighted average shares of common stock outstanding
|
51,272,618
|
|
|
52,508,078
|
|
|
51,247,664
|
|
|
53,265,149
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock, PSUs and RSUs
|
93,956
|
|
|
89,666
|
|
|
95,022
|
|
|
106,320
|
|
||||
Stock options
|
35,255
|
|
|
89,912
|
|
|
53,241
|
|
|
130,395
|
|
||||
Weighted average shares of common stock outstanding including dilutive securities
|
51,401,829
|
|
|
52,687,656
|
|
|
51,395,927
|
|
|
53,501,864
|
|
||||
Earnings per share of common stock
|
$
|
1.05
|
|
|
$
|
1.57
|
|
|
$
|
3.16
|
|
|
$
|
2.60
|
|
(10)
|
Common Stock
|
|
Nine Months Ended September 30, 2018
|
|||||||||||
|
Shares
Under Option |
|
Weighted Avg.
Exercise Prices |
|
Weighted Avg.
Remaining Life in Years |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
|
(Millions)
|
|||||
Outstanding Stock Options
|
|
|
|
|
|
|
|
|||||
Outstanding, January 1, 2018
|
318,016
|
|
|
$
|
43.60
|
|
|
2.6
|
|
$
|
5
|
|
Exercised
|
(4,607
|
)
|
|
26.78
|
|
|
|
|
—
|
|
||
Outstanding, March 31, 2018
|
313,409
|
|
|
43.84
|
|
|
2.1
|
|
4
|
|
||
Forfeited
|
(2,368
|
)
|
|
54.34
|
|
|
|
|
—
|
|
||
Outstanding, June 30, 2018
|
311,041
|
|
|
43.76
|
|
|
1.8
|
|
2
|
|
||
Exercised
|
(11,420
|
)
|
|
29.93
|
|
|
|
|
—
|
|
||
Outstanding, September 30, 2018
|
299,621
|
|
|
$
|
44.29
|
|
|
2.4
|
|
$
|
1
|
|
|
Restricted Shares
|
|
Share-Settled RSUs
|
|
PSUs
|
|||||||||||||||
|
Shares
|
|
Weighted Avg.
Grant Date Fair Value |
|
Shares
|
|
Weighted Avg.
Grant Date Fair Value |
|
Shares
|
|
Weighted Avg.
Grant Date Fair Value |
|||||||||
Nonvested balance at January 1, 2018
|
410,251
|
|
|
$
|
49.95
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
17,440
|
|
|
55.05
|
|
|
253,257
|
|
|
55.02
|
|
|
214,348
|
|
|
50.75
|
|
|||
Vested
|
(168,409
|
)
|
|
47.08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(5,108
|
)
|
|
48.68
|
|
|
(1,362
|
)
|
|
55.04
|
|
|
—
|
|
|
—
|
|
|||
Nonvested balance at March 31, 2018
|
254,174
|
|
|
52.23
|
|
|
251,895
|
|
|
55.02
|
|
|
214,348
|
|
|
50.75
|
|
|||
Granted
|
1,573
|
|
|
47.97
|
|
|
16,995
|
|
|
47.17
|
|
|
25,957
|
|
|
35.64
|
|
|||
Vested
|
(60,434
|
)
|
|
49.89
|
|
|
(192
|
)
|
|
55.04
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(2,482
|
)
|
|
57.15
|
|
|
(8,001
|
)
|
|
55.04
|
|
|
(4,051
|
)
|
|
50.75
|
|
|||
Nonvested balance at June 30, 2018
|
192,831
|
|
|
53.14
|
|
|
260,697
|
|
|
54.51
|
|
|
236,254
|
|
|
49.28
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
14,903
|
|
|
42.22
|
|
|
8,623
|
|
|
32.24
|
|
|||
Vested
|
(6,443
|
)
|
|
53.31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(1,210
|
)
|
|
62.79
|
|
|
(6,408
|
)
|
|
55.04
|
|
|
(5,882
|
)
|
|
50.75
|
|
|||
Nonvested balance at September 30, 2018
|
185,178
|
|
|
$
|
53.07
|
|
|
269,192
|
|
|
$
|
57.51
|
|
|
238,995
|
|
|
$
|
48.68
|
|
(11)
|
Pension Plans, Postretirement and Other Employee Benefits
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
U.S.
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost (a)
|
3
|
|
|
3
|
|
|
2
|
|
|
4
|
|
|
2
|
|
|
1
|
|
||||||
Expected return on plan assets (a)
|
(4
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||||
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss (a)
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Prior service cost (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net pension and postretirement costs
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
US
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost (a)
|
8
|
|
|
9
|
|
|
7
|
|
|
10
|
|
|
5
|
|
|
4
|
|
||||||
Expected return on plan assets (a)
|
(11
|
)
|
|
(15
|
)
|
|
(11
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlement loss (a)
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss (a)
|
3
|
|
|
6
|
|
|
4
|
|
|
6
|
|
|
6
|
|
|
5
|
|
||||||
Prior service cost (credit) (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Net pension and postretirement costs
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost included in net periodic pension and postretirement costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Amortization of actuarial loss included in net periodic pension and postretirement costs
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
||||||
Other comprehensive income – pension benefits
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit included in net periodic pension and postretirement costs
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of actuarial loss included in net periodic pension and postretirement costs
|
15
|
|
|
(3
|
)
|
|
12
|
|
|
15
|
|
|
(5
|
)
|
|
10
|
|
||||||
Settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
|
4
|
|
||||||
Other comprehensive income – pension benefits
|
$
|
14
|
|
|
$
|
(3
|
)
|
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
(7
|
)
|
|
$
|
14
|
|
(12)
|
New Accounting Pronouncements
|
(13)
|
Segment Information
|
|
Segments
|
|
|
|
|
|
|
||||||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Total
|
|
Other
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||
At September 30, 2018 and for the Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from external customers
|
$
|
1,602
|
|
|
$
|
461
|
|
|
$
|
309
|
|
|
$
|
2,372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,372
|
|
Intersegment revenues
|
14
|
|
|
16
|
|
|
12
|
|
|
42
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
104
|
|
|
(5
|
)
|
|
45
|
|
|
144
|
|
|
(40
|
)
|
|
—
|
|
|
104
|
|
|||||||
Total assets
|
3,008
|
|
|
1,079
|
|
|
885
|
|
|
4,972
|
|
|
—
|
|
|
56
|
|
|
5,028
|
|
|||||||
At September 30, 2017 and for the Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from external customers
|
$
|
1,495
|
|
|
$
|
457
|
|
|
$
|
322
|
|
|
$
|
2,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,274
|
|
Intersegment revenues
|
11
|
|
|
18
|
|
|
8
|
|
|
37
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
100
|
|
|
7
|
|
|
50
|
|
|
157
|
|
|
(23
|
)
|
|
—
|
|
|
134
|
|
|||||||
Total assets
|
2,912
|
|
|
1,100
|
|
|
864
|
|
|
4,876
|
|
|
—
|
|
|
59
|
|
|
4,935
|
|
|||||||
At September 30, 2018 and for the Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from external customers
|
$
|
5,052
|
|
|
$
|
1,480
|
|
|
$
|
951
|
|
|
$
|
7,483
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,483
|
|
Intersegment revenues
|
42
|
|
|
45
|
|
|
35
|
|
|
122
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
328
|
|
|
8
|
|
|
130
|
|
|
466
|
|
|
(132
|
)
|
|
—
|
|
|
334
|
|
|||||||
Total assets
|
3,008
|
|
|
1,079
|
|
|
885
|
|
|
4,972
|
|
|
—
|
|
|
56
|
|
|
5,028
|
|
|||||||
At September 30, 2017 and for the Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from external customers
|
$
|
4,589
|
|
|
$
|
1,327
|
|
|
$
|
967
|
|
|
$
|
6,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,883
|
|
Intersegment revenues
|
53
|
|
|
46
|
|
|
29
|
|
|
128
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|||||||
EBIT, Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
300
|
|
|
52
|
|
|
146
|
|
|
498
|
|
|
(216
|
)
|
|
—
|
|
|
282
|
|
|||||||
Total assets
|
2,912
|
|
|
1,100
|
|
|
864
|
|
|
4,876
|
|
|
—
|
|
|
59
|
|
|
4,935
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
990
|
|
|
$
|
1,382
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,372
|
|
Affiliated companies
|
145
|
|
|
152
|
|
|
—
|
|
|
(297
|
)
|
|
—
|
|
|||||
|
1,135
|
|
|
1,534
|
|
|
—
|
|
|
(297
|
)
|
|
2,372
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
962
|
|
|
1,349
|
|
|
—
|
|
|
(297
|
)
|
|
2,014
|
|
|||||
Engineering, research, and development
|
20
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Selling, general, and administrative
|
67
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|||||
Depreciation and amortization of other intangibles
|
30
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
|
1,079
|
|
|
1,477
|
|
|
—
|
|
|
(297
|
)
|
|
2,259
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other expense (income)
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
|
11
|
|
|
(8
|
)
|
|
—
|
|
|
6
|
|
|
9
|
|
|||||
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
45
|
|
|
65
|
|
|
—
|
|
|
(6
|
)
|
|
104
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
9
|
|
|
2
|
|
|
10
|
|
|
—
|
|
|
21
|
|
|||||
Affiliated companies (net of interest income)
|
(4
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
40
|
|
|
63
|
|
|
(14
|
)
|
|
(6
|
)
|
|
83
|
|
|||||
Income tax expense
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Equity in net income from affiliated companies
|
38
|
|
|
—
|
|
|
68
|
|
|
(106
|
)
|
|
—
|
|
|||||
Net income
|
68
|
|
|
53
|
|
|
54
|
|
|
(112
|
)
|
|
63
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
68
|
|
|
$
|
44
|
|
|
$
|
54
|
|
|
$
|
(112
|
)
|
|
$
|
54
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
68
|
|
|
$
|
44
|
|
|
$
|
30
|
|
|
$
|
(112
|
)
|
|
$
|
30
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
917
|
|
|
$
|
1,357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,274
|
|
Affiliated companies
|
128
|
|
|
143
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|||||
|
1,045
|
|
|
1,500
|
|
|
—
|
|
|
(271
|
)
|
|
2,274
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
887
|
|
|
1,295
|
|
|
—
|
|
|
(271
|
)
|
|
1,911
|
|
|||||
Engineering, research, and development
|
17
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
Selling, general, and administrative
|
50
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|||||
Depreciation and amortization of other intangibles
|
23
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
|
977
|
|
|
1,430
|
|
|
—
|
|
|
(271
|
)
|
|
2,136
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other expense (income)
|
12
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
|
13
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
55
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
7
|
|
|
2
|
|
|
10
|
|
|
—
|
|
|
19
|
|
|||||
Affiliated companies (net of interest income)
|
(5
|
)
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
53
|
|
|
74
|
|
|
(12
|
)
|
|
—
|
|
|
115
|
|
|||||
Income tax (benefit) expense
|
(5
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Equity in net income from affiliated companies
|
31
|
|
|
—
|
|
|
95
|
|
|
(126
|
)
|
|
—
|
|
|||||
Net income
|
89
|
|
|
53
|
|
|
83
|
|
|
(126
|
)
|
|
99
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
89
|
|
|
$
|
37
|
|
|
$
|
83
|
|
|
$
|
(126
|
)
|
|
$
|
83
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
89
|
|
|
$
|
31
|
|
|
$
|
114
|
|
|
$
|
(120
|
)
|
|
$
|
114
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,050
|
|
|
$
|
4,433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,483
|
|
Affiliated companies
|
402
|
|
|
464
|
|
|
—
|
|
|
(866
|
)
|
|
—
|
|
|||||
|
3,452
|
|
|
4,897
|
|
|
—
|
|
|
(866
|
)
|
|
7,483
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
2,956
|
|
|
4,281
|
|
|
—
|
|
|
(866
|
)
|
|
6,371
|
|
|||||
Engineering, research, and development
|
57
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||
Selling, general, and administrative
|
222
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|||||
Depreciation and amortization of other intangibles
|
74
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|||||
|
3,309
|
|
|
4,683
|
|
|
—
|
|
|
(866
|
)
|
|
7,126
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Other expense (income)
|
40
|
|
|
(41
|
)
|
|
—
|
|
|
16
|
|
|
15
|
|
|||||
|
45
|
|
|
(38
|
)
|
|
—
|
|
|
16
|
|
|
23
|
|
|||||
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
98
|
|
|
252
|
|
|
—
|
|
|
(16
|
)
|
|
334
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
25
|
|
|
7
|
|
|
29
|
|
|
—
|
|
|
61
|
|
|||||
Affiliated companies (net of interest income)
|
(11
|
)
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
84
|
|
|
245
|
|
|
(40
|
)
|
|
(16
|
)
|
|
273
|
|
|||||
Income tax expense
|
9
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Equity in net income from affiliated companies
|
122
|
|
|
—
|
|
|
202
|
|
|
(324
|
)
|
|
—
|
|
|||||
Net income
|
197
|
|
|
182
|
|
|
162
|
|
|
(340
|
)
|
|
201
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
197
|
|
|
$
|
143
|
|
|
$
|
162
|
|
|
$
|
(340
|
)
|
|
$
|
162
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
197
|
|
|
$
|
143
|
|
|
$
|
71
|
|
|
$
|
(340
|
)
|
|
$
|
71
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues —
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
2,958
|
|
|
$
|
3,925
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,883
|
|
Affiliated companies
|
413
|
|
|
497
|
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|||||
|
3,371
|
|
|
4,422
|
|
|
—
|
|
|
(910
|
)
|
|
6,883
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
2,865
|
|
|
3,834
|
|
|
—
|
|
|
(910
|
)
|
|
5,789
|
|
|||||
Engineering, research, and development
|
56
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||
Selling, general, and administrative
|
301
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
520
|
|
|||||
Depreciation and amortization of other intangibles
|
65
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|||||
|
3,287
|
|
|
4,212
|
|
|
—
|
|
|
(910
|
)
|
|
6,589
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Other expense (income)
|
24
|
|
|
(31
|
)
|
|
—
|
|
|
15
|
|
|
8
|
|
|||||
|
26
|
|
|
(29
|
)
|
|
—
|
|
|
15
|
|
|
12
|
|
|||||
Earnings before interest expense, income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
58
|
|
|
239
|
|
|
—
|
|
|
(15
|
)
|
|
282
|
|
|||||
Interest expense —
|
|
|
|
|
|
|
|
|
|
||||||||||
External (net of interest capitalized)
|
10
|
|
|
4
|
|
|
40
|
|
|
—
|
|
|
54
|
|
|||||
Affiliated companies (net of interest income)
|
(12
|
)
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests, and equity in net income from affiliated companies
|
60
|
|
|
229
|
|
|
(46
|
)
|
|
(15
|
)
|
|
228
|
|
|||||
Income tax expense
|
6
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Equity in net income from affiliated companies
|
119
|
|
|
—
|
|
|
185
|
|
|
(304
|
)
|
|
—
|
|
|||||
Net income
|
173
|
|
|
194
|
|
|
139
|
|
|
(319
|
)
|
|
187
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
173
|
|
|
$
|
146
|
|
|
$
|
139
|
|
|
$
|
(319
|
)
|
|
$
|
139
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
173
|
|
|
$
|
140
|
|
|
$
|
234
|
|
|
$
|
(313
|
)
|
|
$
|
234
|
|
|
September 30, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202
|
|
Restricted cash
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Receivables, net
|
434
|
|
|
1,707
|
|
|
—
|
|
|
(733
|
)
|
|
1,408
|
|
|||||
Inventories
|
414
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
956
|
|
|||||
Prepayments and other
|
139
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|||||
Total current assets
|
992
|
|
|
2,677
|
|
|
—
|
|
|
(733
|
)
|
|
2,936
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliated companies
|
1,385
|
|
|
—
|
|
|
1,357
|
|
|
(2,742
|
)
|
|
—
|
|
|||||
Notes and advances receivable from affiliates
|
801
|
|
|
20,907
|
|
|
4,180
|
|
|
(25,888
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Goodwill
|
22
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
Intangibles, net
|
5
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Deferred income taxes
|
171
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|||||
Other
|
63
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|||||
|
2,459
|
|
|
21,094
|
|
|
5,537
|
|
|
(28,630
|
)
|
|
460
|
|
|||||
Plant, property, and equipment, at cost
|
1,564
|
|
|
2,504
|
|
|
—
|
|
|
—
|
|
|
4,068
|
|
|||||
Less — Accumulated depreciation and amortization
|
(978
|
)
|
|
(1,458
|
)
|
|
—
|
|
|
—
|
|
|
(2,436
|
)
|
|||||
|
586
|
|
|
1,046
|
|
|
—
|
|
|
—
|
|
|
1,632
|
|
|||||
Total assets
|
$
|
4,037
|
|
|
$
|
24,817
|
|
|
$
|
5,537
|
|
|
$
|
(29,363
|
)
|
|
$
|
5,028
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt (including current maturities of long-term debt):
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt — non-affiliated
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
240
|
|
Short-term debt — affiliated
|
458
|
|
|
157
|
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
|||||
Accounts payable
|
724
|
|
|
1,157
|
|
|
—
|
|
|
(112
|
)
|
|
1,769
|
|
|||||
Accrued taxes
|
4
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Other
|
210
|
|
|
232
|
|
|
9
|
|
|
(6
|
)
|
|
445
|
|
|||||
Total current liabilities
|
1,396
|
|
|
1,805
|
|
|
24
|
|
|
(733
|
)
|
|
2,492
|
|
|||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt — non-affiliated
|
580
|
|
|
9
|
|
|
715
|
|
|
—
|
|
|
1,304
|
|
|||||
Long-term debt — affiliated
|
1,061
|
|
|
20,766
|
|
|
4,061
|
|
|
(25,888
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Pension, postretirement benefits and other liabilities
|
298
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|||||
Total liabilities
|
3,335
|
|
|
22,711
|
|
|
4,800
|
|
|
(26,621
|
)
|
|
4,225
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Tenneco Inc. shareholders’ equity
|
702
|
|
|
2,040
|
|
|
737
|
|
|
(2,742
|
)
|
|
737
|
|
|||||
Noncontrolling interests
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Total equity
|
702
|
|
|
2,078
|
|
|
737
|
|
|
(2,742
|
)
|
|
775
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
4,037
|
|
|
$
|
24,817
|
|
|
$
|
5,537
|
|
|
$
|
(29,363
|
)
|
|
$
|
5,028
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||||
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
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
111
|
|
|
$
|
(145
|
)
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
|
$
|
(41
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Cash payments for plant, property, and equipment
|
(29
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||
Cash payments for software related intangible assets
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Other
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net cash used by investing activities
|
(34
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Cash dividends
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Payments of long-term debt
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net increase in bank overdrafts
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net (decrease) increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
(243
|
)
|
|
164
|
|
|
2
|
|
|
—
|
|
|
(77
|
)
|
|||||
Net increase in short-term borrowings secured by accounts receivable
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|||||
Intercompany dividend payments and net increase (decrease) in intercompany obligations
|
4
|
|
|
(24
|
)
|
|
17
|
|
|
3
|
|
|
—
|
|
|||||
Distributions to noncontrolling interest partners
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Net cash (used) provided by financing activities
|
(74
|
)
|
|
126
|
|
|
4
|
|
|
3
|
|
|
59
|
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
3
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Cash, cash equivalents and restricted cash, July 1
|
3
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|||||
Cash, cash equivalents and restricted cash, September 30 (Note)
|
$
|
6
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass &
Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
39
|
|
|
$
|
(2
|
)
|
|
$
|
(8
|
)
|
|
$
|
(4
|
)
|
|
$
|
25
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash payments for plant, property, and equipment
|
(29
|
)
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|||||
Cash payments for software related intangible assets
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash used by investing activities
|
(34
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Cash dividends
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Payments of long-term debt
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
|||||
Net decrease in bank overdrafts
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Net increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
82
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||
Intercompany dividend payments and net (decrease) increase in intercompany obligations
|
(87
|
)
|
|
(9
|
)
|
|
92
|
|
|
4
|
|
|
—
|
|
|||||
Distributions to noncontrolling interest partners
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Net cash (used) provided by financing activities
|
(5
|
)
|
|
(23
|
)
|
|
8
|
|
|
4
|
|
|
(16
|
)
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||
Cash, cash equivalents and restricted cash, July 1
|
4
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|||||
Cash, cash equivalents and restricted cash, September 30 (Note)
|
$
|
4
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
190
|
|
|
$
|
(132
|
)
|
|
$
|
(9
|
)
|
|
$
|
(12
|
)
|
|
$
|
37
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Cash payments for plant, property, and equipment
|
(100
|
)
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|||||
Cash payments for software related intangible assets
|
(7
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||
Other
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net cash used by investing activities
|
(108
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Cash dividends
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Payments of long-term debt
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Debt issuance cost for long-term debt
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net decrease in bank overdrafts
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net (decrease) increase in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivable
|
(189
|
)
|
|
144
|
|
|
16
|
|
|
—
|
|
|
(29
|
)
|
|||||
Net increase in short-term borrowings secured by accounts receivable
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Intercompany dividend payments and net (decrease) increase in intercompany obligations
|
(28
|
)
|
|
(18
|
)
|
|
34
|
|
|
12
|
|
|
—
|
|
|||||
Distributions to noncontrolling interest partners
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||
Net cash (used) provided by financing activities
|
(83
|
)
|
|
74
|
|
|
9
|
|
|
12
|
|
|
12
|
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(1
|
)
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||||
Cash, cash equivalents and restricted cash, January 1
|
7
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|||||
Cash, cash equivalents and restricted cash, September 30 (Note)
|
$
|
6
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
102
|
|
|
$
|
24
|
|
|
$
|
(29
|
)
|
|
$
|
(11
|
)
|
|
$
|
86
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Proceeds from sale of equity interest
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Cash payments for plant, property, and equipment
|
(110
|
)
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|||||
Cash payments for software related intangible assets
|
(10
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||
Other
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net cash used by investing activities
|
(122
|
)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Cash dividends
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Payments of long-term debt
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Issuance of long-term debt
|
400
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
136
|
|
|||||
Debt issuance cost for long-term debt
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
|||||
Net decrease in bank overdrafts
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Net increase (decrease) in revolver borrowings and short-term debt excluding current maturities of long-term debt and short-term borrowings secured by accounts receivables
|
451
|
|
|
16
|
|
|
(323
|
)
|
|
—
|
|
|
144
|
|
|||||
Net increase in short-term borrowings secured by accounts receivables
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
Intercompany dividend payments and net (decrease) increase in intercompany obligations
|
(828
|
)
|
|
42
|
|
|
775
|
|
|
11
|
|
|
—
|
|
|||||
Distributions to noncontrolling interest partners
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
Net cash provided (used) by financing activities
|
15
|
|
|
(2
|
)
|
|
29
|
|
|
11
|
|
|
53
|
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(5
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||||
Cash, cash equivalents and restricted cash, January 1
|
9
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
349
|
|
|||||
Cash, cash equivalents and restricted cash, September 30 (Note)
|
$
|
4
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279
|
|
Note:
|
Cash and cash equivalents include highly liquid investments with a maturity of three months or less at the date of purchase.
|
(15)
|
Revenue
|
|
Balance at December 31, 2017
|
|
Adjustments due to ASU 2014-09
|
|
Adjustments due to ASU 2016-16 (a)
|
|
Balance at January 1, 2018
|
||||||||
|
(Millions)
|
||||||||||||||
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Inventory
|
$
|
869
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
864
|
|
Prepayments and other (including contract assets)
|
291
|
|
|
6
|
|
|
—
|
|
|
297
|
|
||||
Equity
|
|
|
|
|
|
|
|
||||||||
Accumulated deficit
|
(946
|
)
|
|
1
|
|
|
(2
|
)
|
|
(947
|
)
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||||||||||||||||||
|
Total Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Total Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
||||||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||
Clean Air
|
$
|
1,602
|
|
|
$
|
596
|
|
|
$
|
1,006
|
|
|
$
|
5,052
|
|
|
$
|
1,869
|
|
|
$
|
3,183
|
|
Ride Performance
|
461
|
|
|
—
|
|
|
461
|
|
|
1,480
|
|
|
—
|
|
|
1,480
|
|
||||||
Aftermarket
|
309
|
|
|
—
|
|
|
309
|
|
|
951
|
|
|
—
|
|
|
951
|
|
||||||
Total Tenneco Inc.
|
$
|
2,372
|
|
|
$
|
596
|
|
|
$
|
1,776
|
|
|
$
|
7,483
|
|
|
$
|
1,869
|
|
|
$
|
5,614
|
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||||||||||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC Topic 606
|
|
Effect of Change Higher/(Lower)
|
|
As Reported
|
|
Balances Without Adoption of ASC Topic 606
|
|
Effect of Change Higher/(Lower)
|
||||||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales and operating revenues
|
$
|
2,372
|
|
|
$
|
2,372
|
|
|
$
|
—
|
|
|
$
|
7,483
|
|
|
$
|
7,481
|
|
|
$
|
2
|
|
Cost and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
2,014
|
|
|
2,014
|
|
|
—
|
|
|
6,371
|
|
|
6,369
|
|
|
2
|
|
|
September 30, 2018
|
||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC Topic 606
|
|
Effect of Change Higher/(Lower)
|
||||||
|
|
|
(Millions)
|
|
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Inventory
|
$
|
956
|
|
|
$
|
963
|
|
|
$
|
(7
|
)
|
Prepayments and other (including contract assets)
|
369
|
|
|
349
|
|
|
20
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Accrued liabilities
|
299
|
|
|
287
|
|
|
12
|
|
|||
Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
(823
|
)
|
|
(824
|
)
|
|
1
|
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||||||||||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC Topic 606
|
|
Effect of Change Higher/(Lower)
|
|
As Reported
|
|
Balances Without Adoption of ASC Topic 606
|
|
Effect of Change Higher/(Lower)
|
||||||||||||
|
|
|
(Millions)
|
|
|
|
|
|
(Millions)
|
|
|
||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in inventories
|
$
|
(65
|
)
|
|
$
|
(64
|
)
|
|
$
|
(1
|
)
|
|
$
|
(118
|
)
|
|
$
|
(125
|
)
|
|
$
|
7
|
|
Increase in prepayments and other current assets
|
(21
|
)
|
|
(21
|
)
|
|
—
|
|
|
(91
|
)
|
|
(71
|
)
|
|
(20
|
)
|
||||||
(Decrease) increase in other current liabilities
|
(19
|
)
|
|
(20
|
)
|
|
1
|
|
|
11
|
|
|
(1
|
)
|
|
12
|
|
Quarter ended September 30, 2017
|
$
|
1,911
|
|
Volume and mix
|
149
|
|
|
Material
|
(2
|
)
|
|
Currency exchange rates
|
(58
|
)
|
|
Restructuring and other charges
|
4
|
|
|
Manufacturing and other costs
|
10
|
|
|
Quarter ended September 30, 2018
|
$
|
2,014
|
|
Nine months ended September 30, 2017
|
$
|
5,789
|
|
Volume and mix
|
470
|
|
|
Material
|
(1
|
)
|
|
Currency exchange rates
|
89
|
|
|
Restructuring and other charges
|
13
|
|
|
Manufacturing and other costs
|
11
|
|
|
Nine months ended September 30, 2018
|
$
|
6,371
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air
|
$
|
1,602
|
|
|
$
|
596
|
|
|
$
|
1,006
|
|
|
$
|
(22
|
)
|
|
$
|
1,028
|
|
Ride Performance
|
461
|
|
|
—
|
|
|
461
|
|
|
(18
|
)
|
|
479
|
|
|||||
Aftermarket
|
309
|
|
|
—
|
|
|
309
|
|
|
(16
|
)
|
|
325
|
|
|||||
Total Tenneco Inc.
|
$
|
2,372
|
|
|
$
|
596
|
|
|
$
|
1,776
|
|
|
$
|
(56
|
)
|
|
$
|
1,832
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air
|
$
|
1,495
|
|
|
$
|
522
|
|
|
$
|
973
|
|
|
$
|
—
|
|
|
$
|
973
|
|
Ride Performance
|
457
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
457
|
|
|||||
Aftermarket
|
322
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
322
|
|
|||||
Total Tenneco Inc.
|
$
|
2,274
|
|
|
$
|
522
|
|
|
$
|
1,752
|
|
|
$
|
—
|
|
|
$
|
1,752
|
|
|
Three Months Ended September 30, 2018
Versus Three Months Ended September 30, 2017 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||
Clean Air
|
$
|
107
|
|
|
7
|
%
|
|
$
|
55
|
|
|
6
|
%
|
Ride Performance
|
4
|
|
|
1
|
%
|
|
22
|
|
|
5
|
%
|
||
Aftermarket
|
(13
|
)
|
|
(4
|
)%
|
|
3
|
|
|
1
|
%
|
||
Total Tenneco Inc.
|
$
|
98
|
|
|
4
|
%
|
|
$
|
80
|
|
|
5
|
%
|
|
Three Months Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
||||
|
(Number of Vehicles in Thousands)
|
||||||||||
North America
|
4,048
|
|
|
3,970
|
|
|
78
|
|
|
2
|
%
|
Europe
|
4,674
|
|
|
4,923
|
|
|
(249
|
)
|
|
(5
|
)%
|
South America
|
902
|
|
|
883
|
|
|
19
|
|
|
2
|
%
|
China
|
6,245
|
|
|
6,487
|
|
|
(242
|
)
|
|
(4
|
)%
|
India
|
1,254
|
|
|
1,168
|
|
|
86
|
|
|
7
|
%
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air
|
$
|
5,052
|
|
|
$
|
1,869
|
|
|
$
|
3,183
|
|
|
$
|
65
|
|
|
$
|
3,118
|
|
Ride Performance
|
1,480
|
|
|
—
|
|
|
1,480
|
|
|
20
|
|
|
1,460
|
|
|||||
Aftermarket
|
951
|
|
|
—
|
|
|
951
|
|
|
(14
|
)
|
|
965
|
|
|||||
Total Tenneco Inc.
|
$
|
7,483
|
|
|
$
|
1,869
|
|
|
$
|
5,614
|
|
|
$
|
71
|
|
|
$
|
5,543
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
||||||||||
|
(Millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Clean Air
|
$
|
4,589
|
|
|
$
|
1,610
|
|
|
$
|
2,979
|
|
|
$
|
—
|
|
|
$
|
2,979
|
|
Ride Performance
|
1,327
|
|
|
—
|
|
|
1,327
|
|
|
—
|
|
|
1,327
|
|
|||||
Aftermarket
|
967
|
|
|
—
|
|
|
967
|
|
|
—
|
|
|
967
|
|
|||||
Total Tenneco Inc.
|
$
|
6,883
|
|
|
$
|
1,610
|
|
|
$
|
5,273
|
|
|
$
|
—
|
|
|
$
|
5,273
|
|
|
Nine Months Ended September 30, 2018
Versus Nine Months Ended September 30, 2017 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
|
|
|
|
|
|
|
|
||||||
Clean Air
|
$
|
463
|
|
|
10
|
%
|
|
$
|
139
|
|
|
5
|
%
|
Ride Performance
|
153
|
|
|
12
|
%
|
|
133
|
|
|
10
|
%
|
||
Aftermarket
|
(16
|
)
|
|
(2
|
)%
|
|
(2
|
)
|
|
—
|
%
|
||
Total Tenneco Inc.
|
$
|
600
|
|
|
9
|
%
|
|
$
|
270
|
|
|
5
|
%
|
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
||||
|
(Number of Vehicles in Thousands)
|
||||||||||
North America
|
12,785
|
|
|
12,955
|
|
|
(170
|
)
|
|
(1
|
)%
|
Europe
|
16,557
|
|
|
16,524
|
|
|
33
|
|
|
—
|
%
|
South America
|
2,599
|
|
|
2,421
|
|
|
178
|
|
|
7
|
%
|
China
|
19,649
|
|
|
19,372
|
|
|
277
|
|
|
1
|
%
|
India
|
3,685
|
|
|
3,345
|
|
|
340
|
|
|
10
|
%
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
|
|
|
|
||||
Clean Air:
|
|
|
|
||||
Restructuring and related expenses
|
$
|
1
|
|
|
$
|
4
|
|
Ride Performance:
|
|
|
|
||||
Restructuring and related expenses
|
10
|
|
|
14
|
|
||
Pre-closing structural cost reductions (1)
|
1
|
|
|
—
|
|
||
Litigation settlement
|
9
|
|
|
—
|
|
||
Aftermarket:
|
|
|
|
||||
Restructuring and related expenses
|
1
|
|
|
2
|
|
||
Other:
|
|
|
|
||||
Acquisition advisory costs (2)
|
12
|
|
|
—
|
|
||
Pre-closing structural cost reductions (1)
|
3
|
|
|
—
|
|
||
Litigation settlement
|
1
|
|
|
—
|
|
||
Total Tenneco Inc.
|
$
|
38
|
|
|
$
|
20
|
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||
|
2018
|
|
2017
|
|
|||||||
|
(Millions)
|
||||||||||
|
|
|
|
|
|
||||||
Clean Air
|
$
|
328
|
|
|
$
|
300
|
|
|
$
|
28
|
|
Ride Performance
|
8
|
|
|
52
|
|
|
(44
|
)
|
|||
Aftermarket
|
130
|
|
|
146
|
|
|
(16
|
)
|
|||
Other
|
(132
|
)
|
|
(216
|
)
|
|
84
|
|
|||
Total Tenneco Inc.
|
$
|
334
|
|
|
$
|
282
|
|
|
$
|
52
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Clean Air:
|
|
|
|
|
|
||
Restructuring and related expenses
|
$
|
13
|
|
|
$
|
25
|
|
Pre-closing structural cost reductions (1)
|
6
|
|
|
—
|
|
||
Ride Performance:
|
|
|
|
|
|
||
Restructuring and related expenses
|
37
|
|
|
19
|
|
||
Warranty settlement (2)
|
—
|
|
|
7
|
|
||
Warranty charge (3)
|
5
|
|
|
—
|
|
||
Litigation settlement
|
9
|
|
|
—
|
|
||
Pre-closing structural cost reductions (1)
|
1
|
|
|
—
|
|
||
Aftermarket:
|
|
|
|
|
|
||
Restructuring and related expenses
|
5
|
|
|
5
|
|
||
Pre-closing structural cost reductions (1)
|
1
|
|
|
—
|
|
||
Other:
|
|
|
|
|
|
||
Restructuring and related expenses
|
—
|
|
|
3
|
|
||
Pension charges / Stock vesting (4)
|
—
|
|
|
11
|
|
||
Antitrust settlement accrual (5)
|
—
|
|
|
132
|
|
||
Gain on sale of unconsolidated JV
|
—
|
|
|
(5
|
)
|
||
Acquisition advisory costs (6)
|
43
|
|
|
—
|
|
||
Pre-closing structural cost reductions (1)
|
5
|
|
|
—
|
|
||
Environmental charge (7)
|
4
|
|
|
—
|
|
||
Litigation settlement
|
1
|
|
|
—
|
|
||
Total Tenneco Inc.
|
$
|
130
|
|
|
$
|
197
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Cost of sales
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
44
|
|
|
$
|
31
|
|
Engineering, research, and development
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Selling, general, and administrative
|
—
|
|
|
11
|
|
|
10
|
|
|
18
|
|
||||
Depreciation and amortization of other intangibles
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
55
|
|
|
$
|
52
|
|
|
December 31,
2017 Restructuring Reserve |
|
2018
Expenses |
|
2018
Cash Payments |
|
Impact of Exchange Rates
|
|
September 30, 2018
Restructuring Reserve |
||||||||||
|
(Millions)
|
||||||||||||||||||
Employee severance, termination benefits and other related costs
|
$
|
25
|
|
|
$
|
55
|
|
|
$
|
(47
|
)
|
|
$
|
(1
|
)
|
|
$
|
32
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Cash provided (used) by:
|
|
|
|
||||
Operating activities
|
$
|
(41
|
)
|
|
$
|
25
|
|
Investing activities
|
(48
|
)
|
|
(68
|
)
|
||
Financing activities
|
59
|
|
|
(16
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Cash provided (used) by:
|
|
|
|
||||
Operating activities
|
$
|
37
|
|
|
$
|
86
|
|
Investing activities
|
(149
|
)
|
|
(213
|
)
|
||
Financing activities
|
12
|
|
|
53
|
|
|
September 30,
2018 |
|
December 31, 2017
|
|
% Change
|
|||||
|
(Millions)
|
|
|
|||||||
Short-term debt and maturities classified as current
|
$
|
240
|
|
|
$
|
83
|
|
|
189
|
%
|
Long-term debt
|
1,304
|
|
|
1,358
|
|
|
(4
|
)
|
||
Total debt
|
1,544
|
|
|
1,441
|
|
|
7
|
|
||
Total redeemable noncontrolling interests
|
28
|
|
|
42
|
|
|
(33
|
)
|
||
Total other noncontrolling interests
|
38
|
|
|
46
|
|
|
(17
|
)
|
||
Tenneco Inc. shareholders’ equity
|
737
|
|
|
696
|
|
|
6
|
|
||
Total equity
|
775
|
|
|
742
|
|
|
4
|
|
||
Total capitalization
|
$
|
2,347
|
|
|
$
|
2,225
|
|
|
5
|
%
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Principal
|
|
Carrying Amount
|
|
Principal
|
|
Carrying Amount
|
||||||||
|
(Millions)
|
||||||||||||||
Tenneco Inc. —
|
|
|
|
|
|
|
|
||||||||
Revolver borrowings due 2022
|
$
|
207
|
|
|
$
|
207
|
|
|
$
|
244
|
|
|
$
|
244
|
|
Senior Tranche A Term Loan due 2022
|
375
|
|
|
373
|
|
|
390
|
|
|
388
|
|
||||
5 3/8% Senior Notes due 2024
|
225
|
|
|
222
|
|
|
225
|
|
|
222
|
|
||||
5% Senior Notes due 2026
|
500
|
|
|
493
|
|
|
500
|
|
|
492
|
|
||||
Other subsidiaries —
|
|
|
|
|
|
|
|
||||||||
Other long-term debt due in 2020
|
6
|
|
|
6
|
|
|
5
|
|
|
5
|
|
||||
Notes due 2018 through 2028
|
8
|
|
|
7
|
|
|
12
|
|
|
10
|
|
||||
|
1,321
|
|
|
1,308
|
|
|
1,376
|
|
|
1,361
|
|
||||
Less — maturities classified as current
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
||||
Total long-term debt
|
$
|
1,317
|
|
|
$
|
1,304
|
|
|
$
|
1,373
|
|
|
$
|
1,358
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(Millions)
|
||||||
Maturities classified as current
|
$
|
4
|
|
|
$
|
3
|
|
Short-term borrowings
|
236
|
|
|
80
|
|
||
Total short-term debt
|
$
|
240
|
|
|
$
|
83
|
|
|
Quarter Ended
|
||||
|
September 30, 2018
|
||||
|
Required
|
|
Actual
|
||
Leverage Ratio (maximum)
|
3.50
|
|
|
2.05
|
|
Interest Coverage Ratio (minimum)
|
2.75
|
|
|
10.05
|
|
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
|
|
|
|
September 30, 2018
|
|
|
|
Notional Amount
in Foreign Currency |
|
|
|
(Millions)
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
Chinese yuan
|
—Purchase
|
4
|
|
U.S. dollars
|
—Purchase
|
1
|
|
•
|
declare dividends or redeem or repurchase capital stock;
|
•
|
prepay, redeem or purchase other debt;
|
•
|
incur liens;
|
•
|
make loans, guarantees, acquisitions and investments;
|
•
|
incur additional indebtedness;
|
•
|
amend or otherwise alter debt and other material agreements;
|
•
|
engage in mergers, acquisitions or asset sales; and
|
•
|
engage in transactions with affiliates.
|
•
|
diversion of management’s attention to integration matters;
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the Transaction;
|
•
|
difficulties in the integration of operations and systems;
|
•
|
difficulties in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;
|
•
|
difficulties in the assimilation of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
challenges in attracting and retaining key personnel;
|
•
|
the impact of potential liabilities the Company may be inheriting from Federal-Mogul; and
|
•
|
coordinating a geographically dispersed organization.
|
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) |
||||||
July 2018
|
401
|
|
|
$
|
44.29
|
|
|
—
|
|
|
$
|
231
|
|
August 2018
|
12
|
|
|
42.79
|
|
|
—
|
|
|
231
|
|
||
September 2018
|
155
|
|
|
46.42
|
|
|
—
|
|
|
231
|
|
||
Total
|
568
|
|
|
$
|
44.84
|
|
|
—
|
|
|
$
|
231
|
|
(1)
|
Shares withheld upon vesting of restricted stock in the third quarter of 2018.
|
Exhibit
Number
|
|
Description
|
|
|
|
—
|
Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan adopted September 12, 2018 (incorporated by reference to Annex D of the registrant’s definitive Proxy Statement dated August 2, 2018, File No. 1-12387).
|
|
|
|
|
*
10.2
|
—
|
Addendum, dated July 20, 2018, to Offer Letter to Brian J. Kesseler dated January 6, 2015.
|
|
|
|
*
10.3
|
—
|
Offer Letter to Roger Wood dated July 20, 2018.
|
|
|
|
*
10.4
|
—
|
Tenneco Automotive Operating Company Inc. Severance Benefit Plan and Summary Plan Description, effective as of July 20, 2018.
|
|
|
|
*
10.5
|
—
|
First Amendment to Tenneco Inc. Excess Benefit Plan, dated October 9, 2018.
|
|
|
|
*
10.6
|
—
|
Form of Restricted Stock Unit Agreement under Tenneco Inc. 2006 Long-Term Incentive Plan (Retention Awards).
|
|
|
|
*
15.1
|
—
|
Letter of PricewaterhouseCoopers LLP regarding interim financial information.
|
|
|
|
*
31.1
|
—
|
Certification of Brian J. Kesseler under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*
31.2
|
|
Certification of
Roger J. Wood
under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*
31.3
|
—
|
Certification of Jason M. Hollar under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*
32.1
|
—
|
Certification of Brian J. Kesseler, Roger J. Wood and Jason M. Hollar under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*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.
|
TENNECO INC.
|
|
|
|
By:
|
/s/ AUDREY A. SMITH
|
|
Audrey A. Smith
|
|
Vice President and Controller
|
|
(Principal Accounting Officer)
|
1.
|
Position
: Your position with the future Powertrain Technology company, effective upon the Spinoff, will be Chairman and Chief Executive Officer, reporting directly to the Board of Directors of that company. In the interim, effective upon the Closing, your position will be Co-Chief Executive Officer, reporting directly to the Board of Directors of Tenneco Inc.
|
2.
|
Base Salary
: Your initial base salary will be $1,050,000 per year ($87,500.00 per month) less appropriate taxes and withholding, paid in accordance with Tenneco’s normal payroll practices. Beginning in 2019 and each year thereafter, your base salary will be reviewed and, in turn, may be adjusted, subject to approval by the Compensation Committee of Tenneco Inc.’s Board of Directors.
|
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 Inc. Annual Incentive Plan (“AIP” - copy attached). Your initial target bonus opportunity for the 2018 calendar year performance period under the AIP will be 125% of your annual base salary (or $1,312,500 based on the offered salary, pro-rated to the date that your employment commences with Tenneco) although the actual value will be determined by the Compensation Committee. The payment of an annual incentive to you is subject to achievement of pre-defined performance goals for the Company, the approval by the Compensation Committee, as well as the terms of the AIP (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.
|
Retirement Plans
: You will be eligible to participate in Tenneco’s 401(k) Plan that currently 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 annually receive a 2% of base pay contribution into the 401(k) Plan starting after one year of service, vesting on your third year of service.
|
6.
|
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 a change-in-control that occurs after the effective date of your employment. The plan generally provides a lump-sum payment equal to three times base salary and targeted annual bonus in effect immediately prior to the change-in-control.
|
7.
|
Severance (not related to CIC):
If your employment is involuntarily terminated by the company for reasons other than disability or Cause or if you terminate your employment due to Constructive Termination and, in any case, other than under circumstances which would entitle you to benefits under the Change in Control Plan, you will be entitled to severance equal to two times the sum of your annual base salary and target bonus for the year in which your termination occurs, payable in a lump sum within 60 days of termination, subject to your execution of a general release and such other documents as the company may reasonably request. For these purposes (A) Cause means (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, and (II) Constructive Termination will have the same meaning (and will be subject to the same terms required to effect a Constructive Termination, such as notice and cure periods) as under the Change in Control Plan, provided that for purposes of the foregoing benefits, the comparison as to whether there has been an adverse event will be determined immediately prior to and immediately after an action taken by the company (rather than before and after a change in control) and the determination of whether there has been a material breach by the company will be based on the terms of this letter (rather than the Change in Control Plan).
|
8.
|
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 six times base salary, to be attained by the first month of January following five years of employment.
|
9.
|
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.
|
10.
|
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 2018 Benefits At A Glance for Salaried Employees.
|
11.
|
Vacation and holiday paid time off:
You will be entitled to a total of four weeks of paid vacation per year: two weeks in accordance with the provisions of the Company’s vacation policy and two additional negotiated weeks. Your vacation accrual will thereafter increase only in accordance with the vacation schedule in the policy (i.e., you will accrue five weeks of vacation upon reaching 20 years of service). 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. When you leave employment with Tenneco, you will receive a payment for any vacation you have accrued and not used. Vacation is prorated to your date of employment and accrued on a monthly basis.
|
12.
|
Relocation:
A copy of the Tier II Relocation Policy and the Relocation Agreement are enclosed for your review. Use of a Company provided T&E credit card or any relocation assignment related expenses is prohibited.
|
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.
|
(i)
|
Group 1: Eligible Employees who are Officers;
|
(ii)
|
Group 2: Eligible Employee who is designated as a plant manager or director, or above (but other than an individual described in Group 1), as determined in accordance with the normal policies and practices of the Tenneco Companies; and
|
(iii)
|
Group 3: Eligible Employees who are not described in Group 1 or Group 2.
|
(i)
|
temporary, part-time or and contract workers;
|
(ii)
|
hourly employees; and
|
(iii)
|
except and to the extent as expressly provided in Section 5c., an employee who is eligible for any type of severance or termination benefit with respect to a termination otherwise covered by this Plan or who is covered under any other severance plan or agreement of any of the Tenneco Companies, other than government-provided unemployment compensation.
|
(i)
|
the Eligible Employee’s employment is terminated (and his or her Termination Date occurs as a result of termination (1) by the Company without Cause or (2) by the Eligible Employee due to Constructive Termination;
|
(ii)
|
the Eligible Employee has signed and returned such documents as the Plan Administrator requires;
|
(iii)
|
the Eligible Employee’s Termination Date occurs in accordance with the timing and/or conditions set forth in the notice of termination; and
|
(iv)
|
the Eligible Employee is not ineligible under Section 8 below.
|
Position
|
Severance Benefit
|
Group 1
|
The sum of (a) one times the sum of Base Salary plus Target Bonus, determined as of the Termination Date (the “cash severance benefit”) plus (b) the Medical Subsidy Payment
|
Group 2
|
The sum of (a) 1.5 Weeks of Pay for each full year of Continuous Service, determined as of the Termination Date (the “cash severance benefit”); minimum cash severance benefit for Group 2 equal to 8 Weeks of Pay and maximum cash severance benefit of 52 Weeks of Pay plus (b) the Medical Subsidy Payment
|
Group 3
|
The sum of (a) 1.5 Weeks of Pay for each full year of Continuous Service, determined as of the Termination Date (the “cash severance benefit”); minimum cash severance benefit for Group 3 equal to 4 weeks of Weeks of Pay and a maximum cash severance benefit of 52 Weeks of Pay plus (b) the Medical Subsidy Payment
|
(i)
|
voluntary termination of employment or retirement or resignation of employment before a job-end date that has been specified by a Participating Company;
|
(ii)
|
while receiving benefits under a Tenneco Company short-term or long-term disability plan or program, including failure to return from a period of receiving STD/ LTD or FMLA leave; or
|
(iii)
|
mandatory retirement due to policies of a Participating Company or legal requirement
|
•
|
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
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing 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.
|
1.
|
By substituting the following for Supplement C to the Plan:
|
Application
|
C-1. This Supplement C to Tenneco Inc. Excess Benefit Plan (the ‘Plan’) shall apply as of January 6, 2015 to the benefits of Participant Brian J. Kesseler (‘Kesseler’). This Supplement C to the Plan shall expire on December 31, 2018 and shall be without force and effect thereafter.
|
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 Contributions
|
C-3. Kesseler’s benefits under subsection 3.2 of the Plan shall be calculated in accordance with subsection 3.2 of the Plan except as follows:
|
|
(a) The Employer Bonus Contributions (as defined in subsection 3.2(b) of the Plan) to which Kesseler shall be entitled for any Plan Year shall be calculated in accordance with subsection 3.2(b) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Bonus Contributions shall be 3%.
|
|
(b) The Employer Retirement Contributions (as defined in subsection 3.2(c) of the Plan) to which Kesseler shall be entitled for any Plan Year shall be calculated in accordance with subsection 3.2(c) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Retirement Contributions shall be 3%.
|
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.”
|
2.
|
By adding the following new Supplement D to the Plan immediately following Supplement C thereof:
|
Application
|
D-1. This Supplement D to Tenneco Inc. Excess Benefit Plan (the ‘Plan’) shall apply as of to the benefits of Participant Roger J. Wood (‘Wood’) effective as of and conditioned upon Wood’s commencement of employment with the Company and its affiliates on or following the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement by and among the Company, Federal-Mogul LLC. American Entertainment Properties Corp., and Icahn Enterprises L.P. dated April 10, 2018. This Supplement D to the Plan shall expire on December 31, 2018 and shall be without force and effect thereafter.
|
Definitions
|
D-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 D.
|
Employer Retiremen
t
|
D-3. Wood’s benefits under Section 3.2 of the Plan shall be
|
Contributions
|
calculated in accordance with Section 3.2 of the Plan except as follows:
|
(a)
|
The Employer Bonus Contributions (as defined in Section 3.2(b) of the Plan) to which Wood shall be entitled for any Plan Year shall be calculated in accordance with Section 3.2(b) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Bonus Contributions shall be 3%.
|
(b)
|
The Employer Retirement Contributions (as defined in Section 3.2(c) of the Plan) to which Wood shall be entitled for any Plan Year shall be calculated in accordance with Section 3.2(c) of the Plan; provided, however, that the Company Retirement Contribution percentage that will be applied to determine the amount of the Employer Retirement Contributions shall be 3%.
|
Other Terms of Plan
|
D-4. Except as otherwise provided in this Supplement D the terms and conditions of the Plan shall apply to Wood.”
|
(a)
|
If a dividend with respect to shares of Common Stock is payable in cash, then, as of the applicable dividend payment date, the Participant’s Dividend Cash Account shall be credited with an amount (a “Dividend Cash Amount”) equal to (i) the cash dividend payable with respect to a share of Common Stock, multiplied by (ii) the number of Restricted Stock Units outstanding on the applicable dividend record date.
|
(b)
|
If a dividend with respect to shares of Common Stock is payable in shares of Common Stock, then, as of the applicable dividend payment date, the Participant’s Dividend Cash Account shall be credited with a Dividend Cash Amount in an amount equal to (i) the number of shares of Common Stock distributed in the dividend with respect to a share of Common Stock, divided by (ii) the Fair Market Value of a share of Common Stock on the dividend payment date, multiplied by (iii) the number of Restricted Stock Units outstanding on the applicable dividend record date.
|
(a)
|
if the Participant’s Termination Date occurs by reason of Total Disability (as defined below) or death, any unvested Restricted Stock Units that are outstanding on the Termination Date (and any associated Dividend Cash Amounts) shall immediately vest on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement;
|
(b)
|
if the Participant’s Termination Date occurs by reason of Retirement (as defined below) after the first anniversary of the Grant Date, any unvested Restricted Stock Units that are outstanding on the Termination Date (and associated Dividend Cash Amounts) shall immediately vest on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement; and
|
(c)
|
upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any applicable governmental agencies or national securities exchange, all unvested Restricted Stock Units that are outstanding on the Change in Control (and associated Dividend Cash Amounts) shall immediately vest on the Change in Control and the Change in Control shall be the “Vesting Date” for purposes of this Award Agreement.
|
(a)
|
and if the Participant is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code) and if any such payment or benefit is required to be made or provided prior to the first day of the seventh month following the Participant’s separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Participant’s termination of employment or separation from service; and
|
(b)
|
the determination as to whether the Participant has had a termination of employment (or separation from service) shall be made in accordance with the provisions of section 409A of the Code and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder.
|
ALL NON-U.S. COUNTRIES
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and the Award Agreement;
|
(b)
|
the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
|
(c)
|
all decisions with respect to future grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of shares of Common Stock subject to an Award, and the vesting provisions applicable to the Award;
|
(d)
|
the grant of Restricted Stock Units and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Participant’s employer or any Subsidiary and shall not interfere with the ability of the Participant’s employer to terminate his or her employment or service relationship;
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
|
(g)
|
the Restricted Stock Units, the shares of Common Stock subject to the Restricted Stock Units and the value of same, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(h)
|
the future value of the shares of Common Stock underlying the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;
|
(i)
|
unless otherwise determined by the Committee in its sole discretion, the Termination Date shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period; the Committee or its delegate shall have the exclusive discretion to determine when the Termination Date occurs for purposes of this grant of Restricted Stock Units;
|
(j)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the Participant ceasing to have rights under or to be entitled to Restricted Stock Units, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, its Subsidiaries or his or her employer;
|
(k)
|
the Participant acknowledges and agrees that neither the Company nor any Subsidiary shall be liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Common Stock acquired upon settlement.
|
ALL EUROPEAN UNION (“EU”) COUNTRIES
|
(a)
|
Data Collection and Usage
. The Company and the Participant’s employer may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent.
|
(b)
|
Stock Plan Administration Service Providers
. The Company transfers Data to Fidelity Stock Plan Services, LLC and its affiliated companies, an independent service provider based in the United States, which is assisting the Company with the implementation, administration and management of the Plan. The Company may select a different service provider or additional service providers and share Data with such other provider serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.
|
(c)
|
International Data Transfers
. The Company and its service providers are based in the United States. The Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company has certified under the EU-U.S. Privacy Shield Program and relies on it for its transfer of Data from European Union countries to the U.S. Elsewhere, its legal basis for the transfer of Data, where required, is the Participant’s consent.
|
(d)
|
Data Retention
. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws.
|
(e)
|
Voluntariness and Consequences of Consent Denial or Withdrawal
. The Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Participant’s employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant this Award of Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards.
|
(f)
|
Data Subject Rights
. The Participant may have a number of rights under data privacy laws in the Participant’s jurisdiction. Depending on where the Participant is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local human resources representative.
|
CHINA
|
INDIA
|
UNITED KINGDOM
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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/
|
|
ROGER J. WOOD
|
|
|
Roger J. Wood
|
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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/
|
|
JASON M. HOLLAR
|
|
|
Jason M. Hollar
|
|
|
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
|
|
Co-Chief Executive Officer
|
|
|
|
|
|
/s/ ROGER J. WOOD
|
|
Roger J. Wood
|
|
Co-Chief Executive Officer
|
|
|
|
/s/ JASON M. HOLLAR
|
|
Jason M. Hollar
|
|
Chief Financial Officer
|