þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0515284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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500 North Field Drive
Lake Forest, IL
(Address of principal executive offices)
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60045
(Zip Code)
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Title of each class
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Name of each Exchange
on which registered
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Class A Voting Common Stock, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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Document
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Part of the Form 10-K
into which incorporated
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Portions of Tenneco Inc.’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held May 15, 2019
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Part III
|
•
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general economic, business and market conditions;
|
•
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our ability to source and procure needed materials, components and other products and services in accordance with customer demand and at competitive prices;
|
•
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the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any of the foregoing arising in connection with the ongoing global antitrust investigation, product performance, product safety or intellectual property rights;
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•
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changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences away from historically higher margin products for our customers and us, to other lower margin vehicles, for which we may or may not have supply arrangements, and the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts' longer product lives;
|
•
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changes in consumer demand for our OE 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;
|
•
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our dependence on certain large customers, including the loss of any of our large original equipment manufacturer (“OE”) 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 OE customers or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;
|
•
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new technologies that reduce the demand for certain of our products or otherwise render them obsolete;
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•
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our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;
|
•
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the overall highly competitive nature of the automotive and commercial vehicle parts industries, and any resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable program);
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•
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changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases), the amount of our debt, our ability to access capital markets at favorable rates, and the credit ratings of our debt;
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•
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our ability to comply with the covenants contained in our debt instruments;
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•
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our working capital requirements;
|
•
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our ability to successfully execute cash management and other cost reduction plans, and to realize the anticipated benefits from these plans;
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•
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risks inherent in operating a multi-national company, including economic conditions, such as currency exchange and inflation rates, and political conditions in the countries where we operate or sell our products, adverse changes in trade agreements, tariffs, immigration policies, political stability, and tax and other laws, and potential disruptions of production and supply;
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•
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increasing competition from lower cost, private-label products;
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•
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damage to the reputation of one or more of our leading brands;
|
•
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the impact of improvements in automotive parts on aftermarket demand for some of our products;
|
•
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industrywide strikes, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers’ other suppliers;
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•
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developments relating to our intellectual property, including our ability to changes in technology;
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•
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costs related to product warranties and other customer satisfaction actions;
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•
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the failure or breach of our information technology systems, including the consequences of any misappropriation, exposure or corruption of sensitive information stored on such systems and the interruption to our business that such failure or breach may cause;
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•
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the impact of consolidation among vehicle parts suppliers and customers on our ability to compete in the highly competitive automotive and commercial vehicle supplier industry;
|
•
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changes in distribution channels or competitive conditions in the markets and countries where we operate;
|
•
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the evolution towards autonomous vehicles and car and ride sharing;
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•
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customer acceptance of new products;
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•
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our ability to successfully integrate, and benefit from, any acquisitions that we complete;
|
•
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our ability to effectively manage our joint ventures and other third-party relationships;
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•
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the potential impairment in the carrying value of our long-lived assets, goodwill, other intangible assets or our deferred tax assets;
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•
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the negative impact of fuel price volatility on transportation and logistics costs, raw material costs, discretionary purchases of vehicles or aftermarket products and demand for off-highway equipment;
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•
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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;
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•
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changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;
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•
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changes in accounting estimates and assumptions, including changes based on additional information;
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•
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any changes by the International Organization for Standardization (ISO) or other such committees in their certification protocols for processes and products, which may have the effect of delaying or hindering our ability to bring new products to market;
|
•
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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;
|
•
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potential volatility in our effective tax rate;
|
•
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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;
|
•
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acts of war and/or terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate;
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•
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pension obligations and other postretirement benefits;
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•
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our hedging activities to address commodity price fluctuations; and
|
•
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the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.
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•
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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;
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•
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the risk that the acquisition of Federal-Mogul may not advance our business strategy;
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•
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the risk that we may experience difficulty integrating or separating employees or operations;
|
•
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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;
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•
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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);
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•
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the risk that the combined company and each separate company following the spin-off will underperform relative to our expectations;
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•
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the ongoing transaction costs and risk that we may incur greater costs following the spin-off; and
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•
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the risk that the spin-off is determined to be a taxable transaction.
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PART I
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Item 1.
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||
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4.1.
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|
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
Item 16.
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Customer
|
2018
|
|
2017
|
|
2016
|
|||
General Motors Company
|
12
|
%
|
|
14
|
%
|
|
17
|
%
|
Ford Motor Company
|
12
|
%
|
|
13
|
%
|
|
13
|
%
|
•
|
Emissions Control Products — includes Dosing Systems, Advanced Mixers, Selective Catalytic Reduction, Gasoline and Diesel Particulate Filters and Catalytic Converters;
|
•
|
Lightweighting and Thermal Management — includes Rankine Cycle Power Pack, Thermo-electric Generators, Thermoacoustic Converters, Heat Exchangers, Lightweight Aftertreatment Systems and Fabricated Manifolds;
|
•
|
Acoustic Products — includes Muffler and Resonator Tuning Devices. Active Noise Cancellation, Signature Sound, Smart Sound and Electronic and Passive Valves; and
|
•
|
Noise, Vibration and Harshness — includes Exhaust System Isolators, Lightweight Hanger Solutions and Modular Exhaust Dampers.
|
Product
|
Description
|
Catalytic converters and diesel oxidation catalysts
|
Devices consisting of a substrate coated with precious metals enclosed in a steel casing used to reduce harmful gaseous emissions such as carbon monoxide.
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Diesel particulate filters (DPFs)
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Devices to capture and regenerate particulate matter emitted from diesel engines.
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Burner systems
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Devices which actively combust fuel and air inside the exhaust system to create extra heat for DPF regeneration, or to improve the efficiency of SCR systems.
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Lean NOx traps
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Devices which reduce nitrogen oxide (NOx) emissions from diesel powertrains using capture and store technology.
|
Hydrocarbon vaporizers and injectors
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Devices to add fuel to a diesel exhaust system in order to regenerate particulate filters or Lean NOx traps.
|
SCR systems
|
Devices which reduce NOx emissions from diesel powertrains using urea mixers and injected reductants such as Verband der Automobil industrie e.V.'s AdBlue® or Diesel Exhaust Fluid (DEF).
|
SCR-coated diesel particulate filters (SDPF) systems
|
Lightweight and compact devices combining the SCR catalyst and the particulate filter onto the same substrate for reducing NOx and particulate matter emissions.
|
Urea dosing systems
|
Systems comprised of a urea injector, pump, and control unit, among other parts, that dose liquid urea onto SCR catalysts.
|
Four-way catalysts
|
Devices that combine a three-way catalyst and a particulate filter onto a single device by having the catalyst coating of a converter directly applied onto a particulate filter.
|
Alternative NOx reduction technologies
|
Devices which reduce NOx emissions from diesel powertrains, by using, for example, alternative reductants such as diesel fuel, E85 (85% ethanol, 15% gasoline), or solid forms of ammonia.
|
Mufflers and resonators
|
Devices to provide noise elimination and acoustic tuning.
|
Fabricated exhaust manifolds
|
Components that collect gases from individual cylinders of a vehicle’s engine and direct them into a single exhaust pipe. Fabricated manifolds can form the core of an emissions module that includes an integrated catalytic converter (maniverter) and/or turbocharger.
|
Pipes
|
Utilized to connect various parts of both the hot and cold ends of an exhaust system.
|
Hydroformed assemblies
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Forms in various geometric shapes, such as Y-pipes or T-pipes, which provide optimization in both design and installation as compared to conventional pipes.
|
Elastomeric hangers and isolators
|
Used for system installation and elimination of noise and vibration, and for the improvement of useful life.
|
Aftertreatment control units
|
Computerized electronic devices that utilize embedded software to regulate the performance of active aftertreatment systems, including the control of sensors, injectors, vaporizers, pumps, heaters, valves, actuators, wiring harnesses, relays and other mechatronic components.
|
Product
|
Description
|
Pistons
|
Pistons convert the energy created by the combustion event into mechanical energy to drive a car; Pistons can be made from aluminum or steel, both casted and forged; Highly efficient engines impose high demands on pistons in terms of rigidity and temperature resistance.
|
Piston rings
|
Piston rings are mounted on the piston to seal the combustion chamber while the piston is moving up and down; Modern rings need to resist high temperature and very abrasive environments without significant wear; Rings are critical for low oil consumptions.
|
Cylinder liners
|
Cylinder liners, or sleeves, are specially engineered where surfaces formed within the engine block, working in tandem with the piston and ring, as the chamber in which the thermal energy of the combustion process is converted into mechanical energy.
|
Valve seats and guides
|
Valve seats and guides are produced from powdered metal based on sophisticated metal-ceramic structures to meet extreme requirements for hardness.
|
Bearings
|
Bearings provide the low-friction environment for rotating components like crankshafts and camshafts; Modern bearings are able to deal with very low viscosity oil even in highly repetitive motions like in stop/start-conditions.
|
Spark plugs
|
Modern spark plugs for engines fueled by gasoline or natural gas have to ignite fuel even at very high combustion pressure and with very clean fuel-air mixture - combined with extended life expectation well over 100,000 miles for turbo-charged engines.
|
Valvetrain products
|
Valvetrain products include mainly engine valves but also retainers, rotators, cotters, and tappets for use in both diesel and gas engines; the most demanding applications require sodium-filled hollow valves for fast heat dissipation.
|
System protection
|
System protection products include protection sleeves for wire harness and for oil and water tubes as well as acoustic and EMI/RFI shielding, heat and abrasion protection, and safety/ crash protection for cables and tubes for engines and cars.
|
Seals and gaskets
|
Cylinder-head gaskets and other hot and cold gaskets are sealing engines and engine components; dynamic and static seals protecting rotating engine and transmission components against oil and gas leakages. Such seals and gaskets are made from high-alloyed steel as well as from sophisticated rubber and polymers.
|
•
|
Adaptive damping systems — adapt to the vehicle’s motion to better control undesirable vehicle motions;
|
•
|
Electronically adjustable suspensions — change suspension performance based on a variety of inputs such as steering, braking, vehicle height, and velocity; and
|
•
|
Air leveling systems — manually or automatically adjust the height of the vehicle.
|
Product
|
Description
|
Shock absorbers and struts
|
A broad range of mechanical shock absorbers and related components for light- and heavy-duty vehicles, including twin-tube and monotube shock absorbers and a complete line of struts and strut assemblies for light vehicles. Shock absorbers and struts maintain the vertical loads placed on vehicle tires, helping keep tires in contact with the road.
|
Monroe® intelligent suspension portfolio
|
An extensive product portfolio of advanced electronically controlled ride performance technology, which improve ride quality and vehicle handling:
Kinetic ® suspension technology - A suite of roll-control and nearly equal wheel-loading systems ranging from simple mechanical systems to complex hydraulic systems featuring proprietary and patented technology. We have won the PACE Award for our Kinetic ® suspension technology;
Dual-mode suspension - An adaptive suspension solution used for small- and medium-sized vehicles that provides drivers a choice of two suspension modes such as comfort and sport;
DRiV— A digital electronic adaptive suspension system that adapts to road surfaces and vehicle control data through sensors, valves and intelligence located within the damper.
CVSAe Continuously Variable 1 valve semi active suspension systems — Shock absorbers and suspension systems that electronically adjust a vehicle’s performance based on certain inputs such as steering, braking and other chassis control data
CVSA2/Kinetic — Continuously Variable 2 valve semi active damping systems with hydraulic roll control (Kinetic H2) or hydraulic roll and pitch control (Kinetic X2).
|
NVH performance materials
|
Highly-engineered elastomer performance materials designed to reduce noise, vibration and harshness. Generally, rubber-to-metal bushings and mountings to reduce vibration between metal parts of a vehicle. Offerings include a broad range of suspension arms, rods and links for light- and heavy-duty vehicles.
|
Product
|
Description
|
Select Brands
|
Ride control
|
Ride Control parts include a broad range of mechanical shock absorbers and related components as well as struts and strut assemblies. Shock absorbers and struts maintain the vertical loads placed on vehicle tires, helping keep the tires in contact with the road.
|
Monroe®, Monroe® Reflex® Monroe® Adventure
™
, Rancho®, Quick-Strut®, Gas-Matic®, Sensa-Trac®, Quick-Strut® and
Gas-Magnum®
|
NVH performance materials
|
Highly-engineered elastomer performance materials designed to reduce noise, vibration and harshness. Generally, rubber-to-metal bushings and mountings to reduce vibration between metal parts of a vehicle. Offerings include a broad range of suspension arms, rods and links for light- and heavy-duty vehicles.
|
Clevite® Elastomers and Axios
TM
|
Emission control
|
Mufflers provide noise elimination and acoustic tuning. Pipes that connect various parts of the hot and cold exhaust system and catalytic converters. In addition, specialty exhaust products for heavy-duty and high performance vehicle applications.
|
Walker®
,
Walker® Perfection, Quiet-Flow®, Tru-Fit®, Thush®, Fonos
TM
Mega-Flow® and DynoMax®
|
•
|
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.
|
•
|
currency exchange rate fluctuations;
|
•
|
exposure to local economic conditions and labor issues;
|
•
|
exposure to local political conditions, including the risk of seizure of assets by a foreign government;
|
•
|
exposure to local social conditions, including corruption and any acts of war, terrorism or similar events;
|
•
|
exposure to local public health issues and the resultant impact on economic and political conditions;
|
•
|
inflation in certain countries;
|
•
|
limitations on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
|
•
|
retaliatory tariffs and restrictions limiting free movement of goods and an unfavorable trade environment, including as a result of political conditions and changes in the laws in the United States and elsewhere and as described in more details below;
|
•
|
the impact of uncertainties surrounding the implementation of Brexit; and
|
•
|
requirements for manufacturers to use locally produced goods.
|
•
|
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.
|
|
Reportable Segments
|
||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
||||||
Manufacturing plants:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
15
|
|
|
7
|
|
|
2
|
|
|
23
|
|
|
10
|
|
|
57
|
|
Europe
|
20
|
|
|
7
|
|
|
1
|
|
|
33
|
|
|
13
|
|
|
74
|
|
South America
|
2
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
13
|
|
Asia Pacific
|
27
|
|
|
8
|
|
|
2
|
|
|
24
|
|
|
5
|
|
|
66
|
|
|
64
|
|
|
25
|
|
|
5
|
|
|
85
|
|
|
31
|
|
|
210
|
|
Engineering and technical facilities
|
5
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|
11
|
|
|
37
|
|
Shared engineering and technical facilities
(1)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Distribution centers and warehouses
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
36
|
|
|
58
|
|
Total as of December 31, 2018
|
69
|
|
|
35
|
|
|
27
|
|
|
99
|
|
|
78
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease
|
38
|
|
|
9
|
|
|
23
|
|
|
25
|
|
|
45
|
|
|
140
|
|
Own
|
31
|
|
|
26
|
|
|
4
|
|
|
74
|
|
|
33
|
|
|
168
|
|
Total
|
69
|
|
|
35
|
|
|
27
|
|
|
99
|
|
|
78
|
|
|
308
|
|
Name and Age
|
|
Offices Held
|
|
|
|
Brian J. Kesseler (52)
|
|
Co-Chief Executive Officer
|
Roger J. Wood (56)
|
|
Co-Chief Executive Officer
|
Bradley S. Norton (55)
|
|
Executive Vice President and President Original Equipment
|
Peng (Patrick) Guo (53)
|
|
Executive Vice President and President Clean Air
|
Rainer Jueckstock (59)
|
|
Executive Vice President and President Powertrain
|
Jason M. Hollar (45)
|
|
Executive Vice President Finance and Chief Financial Officer
|
Kaled Awada (44)
|
|
Senior Vice President and Chief Human Resources Officer
|
Gregg A. Bolt (59)
|
|
Senior Vice President Integration Office
|
Ben P. Patel (51)
|
|
Senior Vice President and Chief Technology Officer
|
Brandon B. Smith (38)
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
John S. Patouhas (52)
|
|
Vice President and Chief Accounting Officer
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Period
|
Total Number of
Shares Purchased (1) |
|
Average Price
Paid |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Value of Shares That May Yet be Purchased Under These Plans or Programs (Millions)
|
||||||
October 2018
|
328
|
|
|
$
|
35.37
|
|
|
—
|
|
|
$
|
231
|
|
November 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
231
|
|
December 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
231
|
|
Total
|
328
|
|
|
$
|
35.37
|
|
|
—
|
|
|
$
|
231
|
|
(1)
|
Shares withheld upon vesting of restricted stock in the fourth quarter of 2018.
|
*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31. |
|
Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved.
|
|
As of December 31,
|
||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Tenneco Inc.
|
$
|
100.00
|
|
|
$
|
100.07
|
|
|
$
|
81.16
|
|
|
$
|
110.43
|
|
|
$
|
105.25
|
|
|
$
|
50.40
|
|
S&P 500
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
Peer Group
|
100.00
|
|
|
112.87
|
|
|
86.23
|
|
|
108.46
|
|
|
128.12
|
|
|
99.21
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||||||||||
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues
|
$
|
11,763
|
|
|
$
|
9,274
|
|
|
$
|
8,597
|
|
|
$
|
8,180
|
|
|
$
|
8,382
|
|
Earnings (loss) before interest expense, income taxes, and noncontrolling interests
(a)
|
$
|
306
|
|
|
$
|
408
|
|
|
$
|
479
|
|
|
$
|
503
|
|
|
$
|
469
|
|
Net income
|
$
|
111
|
|
|
$
|
265
|
|
|
$
|
415
|
|
|
$
|
291
|
|
|
$
|
261
|
|
Net income attributable to Tenneco Inc.
|
$
|
55
|
|
|
$
|
198
|
|
|
$
|
347
|
|
|
$
|
237
|
|
|
$
|
219
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.75
|
|
|
$
|
6.20
|
|
|
$
|
3.98
|
|
|
$
|
3.61
|
|
Diluted earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.73
|
|
|
$
|
6.15
|
|
|
$
|
3.94
|
|
|
$
|
3.55
|
|
Cash dividends declared
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
13,232
|
|
|
$
|
4,796
|
|
|
$
|
4,312
|
|
|
$
|
3,937
|
|
|
$
|
3,964
|
|
Short-term debt
|
$
|
153
|
|
|
$
|
103
|
|
|
$
|
117
|
|
|
$
|
103
|
|
|
$
|
99
|
|
Long-term debt
|
$
|
5,340
|
|
|
$
|
1,358
|
|
|
$
|
1,294
|
|
|
$
|
1,124
|
|
|
$
|
1,055
|
|
Redeemable noncontrolling interests
|
$
|
138
|
|
|
$
|
42
|
|
|
$
|
40
|
|
|
$
|
41
|
|
|
$
|
34
|
|
Total equity
|
$
|
1,916
|
|
|
$
|
682
|
|
|
$
|
573
|
|
|
$
|
425
|
|
|
$
|
497
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Restructuring and asset impairments, net
|
|
$
|
112
|
|
|
$
|
47
|
|
|
$
|
30
|
|
|
$
|
63
|
|
|
$
|
49
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
We reported total revenue for
2018
of
$11,763 million
, up
27%
from
$9,274 million
in
2017
. The Federal-Mogul acquisition increased revenues by approximately
$1,886 million
, or
20%
, in
2018
. The remaining increase in our revenues of
$603 million
, or
7%
, was driven by the growth in Clean Air and Ride Performance segments. Excluding the impact of currency and substrate sales, organic revenue was up $292 million, or 4%, from
$7,087 million
to
$7,379
million, which was driven primarily by stronger light vehicle volumes, higher commercial truck, off-highway and other vehicle revenues and new platforms.
|
•
|
Earnings before interest expense, income taxes, and noncontrolling interests (EBIT) was $
306 million
for
2018
, a decrease of $102 million, when compared to $
408 million
in 2017. Excluding the Federal-Mogul acquisition, EBIT decreased compared to 2017, as higher light vehicle volumes, increased commercial truck, off-highway and other vehicle revenues and new platforms were more than offset by unfavorable mix, price reductions, higher depreciation and amortization expenses, higher restructuring and related expenses, costs related to the Acquisition and expected spin, loss on extinguishment of debt, a litigation settlement charge, and continued investments in growth for new programs. EBIT in 2017 also included a $132 million antitrust settlement accrual, a $11 million goodwill impairment charge and $13 million in charges related to pension derisking and the acceleration of restricted stock vesting. See “Segment Results of Operations” for further information on EBIT including noncontrolling interests.
|
|
Year Ended December 31
|
|
Increase / (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
(1)
|
|||||||
|
(Millions Except Percent, Share and Per Share Amounts)
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Net sales and operating revenues
|
$
|
11,763
|
|
|
$
|
9,274
|
|
|
$
|
2,489
|
|
|
27
|
%
|
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Cost of sales (exclusive of depreciation and amortization)
|
10,071
|
|
|
7,812
|
|
|
2,259
|
|
|
29
|
%
|
|||
Selling, general, and administrative
|
794
|
|
|
638
|
|
|
156
|
|
|
24
|
%
|
|||
Depreciation and amortization
|
345
|
|
|
226
|
|
|
119
|
|
|
53
|
%
|
|||
Engineering, research, and development
|
204
|
|
|
158
|
|
|
46
|
|
|
29
|
%
|
|||
Goodwill impairment charge
|
3
|
|
|
11
|
|
|
(8
|
)
|
|
(73
|
)%
|
|||
|
11,417
|
|
|
8,845
|
|
|
2,572
|
|
|
29
|
%
|
|||
Other expense (income)
|
|
|
|
|
|
|
|
|||||||
Loss on sale of receivables
|
16
|
|
|
5
|
|
|
11
|
|
|
220
|
%
|
|||
Non-service pension and postretirement benefit costs
|
20
|
|
|
16
|
|
|
4
|
|
|
25
|
%
|
|||
Loss on extinguishment of debt
|
10
|
|
|
1
|
|
|
9
|
|
|
n/m
|
|
|||
Equity in (earnings) losses of nonconsolidated affiliates, net of tax
|
(18
|
)
|
|
1
|
|
|
(19
|
)
|
|
n/m
|
|
|||
Other expense (income), net
|
12
|
|
|
(2
|
)
|
|
14
|
|
|
n/m
|
|
|||
|
40
|
|
|
21
|
|
|
19
|
|
|
90
|
%
|
|||
Earnings before interest expense, income taxes, and noncontrolling interests
|
306
|
|
|
408
|
|
|
(102
|
)
|
|
(25
|
)%
|
|||
Interest expense
|
132
|
|
|
72
|
|
|
60
|
|
|
83
|
%
|
|||
Earnings before income taxes and noncontrolling interests
|
174
|
|
|
336
|
|
|
(162
|
)
|
|
(48
|
)%
|
|||
Income tax expense (benefit)
|
63
|
|
|
71
|
|
|
(8
|
)
|
|
(11
|
)%
|
|||
Net income
|
111
|
|
|
265
|
|
|
(154
|
)
|
|
(58
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
56
|
|
|
67
|
|
|
(11
|
)
|
|
(16
|
)%
|
|||
Net income attributable to Tenneco Inc.
|
$
|
55
|
|
|
$
|
198
|
|
|
$
|
(143
|
)
|
|
(72
|
)%
|
Earnings per share
|
|
|
|
|
|
|
|
|||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
|||||||
Basic
|
58,625,087
|
|
|
52,796,184
|
|
|
5,828,903
|
|
|
11
|
%
|
|||
Diluted
|
58,758,732
|
|
|
53,026,911
|
|
|
5,731,821
|
|
|
11
|
%
|
|||
Basic earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.75
|
|
|
$
|
(2.82
|
)
|
|
(75
|
)%
|
Diluted earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.73
|
|
|
$
|
(2.80
|
)
|
|
(75
|
)%
|
Cash dividends declared per share
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
—
|
|
|
—
|
%
|
Percent of revenues
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
86
|
%
|
|
84
|
%
|
|
2
|
%
|
|
|
||||
Selling, general, and administrative
|
7
|
%
|
|
7
|
%
|
|
—
|
%
|
|
|
||||
EBIT
|
3
|
%
|
|
4
|
%
|
|
(1
|
)%
|
|
|
||||
Net income attributable to Tenneco Inc.
|
—
|
%
|
|
2
|
%
|
|
(2
|
)%
|
|
|
|
Year ended December 31, 2017
|
$
|
9,274
|
|
Federal-Mogul Acquisition
|
1,886
|
|
|
Drivers in the change of organic revenues:
|
|
||
Volume and mix
|
597
|
|
|
Currency exchange rates
|
12
|
|
|
Others
|
(6
|
)
|
|
Year ended December 31, 2018
|
$
|
11,763
|
|
Year ended December 31, 2017
|
$
|
7,812
|
|
Federal-Mogul Acquisition
|
1,637
|
|
|
Drivers in the change of organic cost of sales:
|
|
||
Volume and mix
|
556
|
|
|
Material
|
13
|
|
|
Currency exchange rates
|
6
|
|
|
Restructuring and cost to achieve synergies
|
28
|
|
|
Other costs
|
19
|
|
|
Year ended December 31, 2018
|
$
|
10,071
|
|
|
Year Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Cost of sales
|
$
|
66
|
|
|
$
|
41
|
|
Engineering, research, and development
|
4
|
|
|
—
|
|
||
Selling, general, and administrative
|
40
|
|
|
6
|
|
||
Other expense
|
2
|
|
|
—
|
|
||
|
$
|
112
|
|
|
$
|
47
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
||||||||||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||||||||||
Clean Air
|
$
|
6,707
|
|
|
$
|
2,500
|
|
|
$
|
4,207
|
|
|
$
|
31
|
|
|
$
|
4,176
|
|
|
$
|
6,216
|
|
|
$
|
2,187
|
|
|
$
|
4,029
|
|
Ride Performance
|
1,949
|
|
|
—
|
|
|
1,949
|
|
|
(4
|
)
|
|
1,953
|
|
|
1,807
|
|
|
—
|
|
|
1,807
|
|
||||||||
Aftermarket
|
1,221
|
|
|
—
|
|
|
1,221
|
|
|
(29
|
)
|
|
1,250
|
|
|
1,251
|
|
|
—
|
|
|
1,251
|
|
||||||||
Powertrain
|
1,112
|
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Motorparts
|
774
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Tenneco Inc.
|
$
|
11,763
|
|
|
$
|
2,500
|
|
|
$
|
9,263
|
|
|
$
|
(2
|
)
|
|
$
|
9,265
|
|
|
$
|
9,274
|
|
|
$
|
2,187
|
|
|
$
|
7,087
|
|
|
Year Ended December 31, 2018
Versus Year Ended December 31, 2017 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
Clean Air
|
$
|
491
|
|
|
8
|
%
|
|
$
|
147
|
|
|
4
|
%
|
Ride Performance
|
142
|
|
|
8
|
%
|
|
146
|
|
|
8
|
%
|
||
Aftermarket
|
(30
|
)
|
|
(2
|
)%
|
|
(1
|
)
|
|
—
|
%
|
||
Powertrain
|
1,112
|
|
|
n/m
|
|
|
1,112
|
|
|
n/m
|
|
||
Motorparts
|
774
|
|
|
n/m
|
|
|
774
|
|
|
n/m
|
|
||
Total Tenneco Inc.
|
$
|
2,489
|
|
|
27
|
%
|
|
$
|
2,178
|
|
|
31
|
%
|
|
Year Ended December 31
|
|
|
|
2018 EBITDA including noncontrolling interest as a % of Revenues
|
|
2017 EBITDA including noncontrolling interest as a % of Revenues
|
||||||||||
|
2018
|
|
2017
|
|
2018 vs 2017 Change
|
|
|
||||||||||
|
(Millions)
|
|
|
|
|
||||||||||||
EBITDA including noncontrolling interests by Segments:
|
|
|
|
|
|
|
|
|
|
||||||||
Clean Air
|
$
|
597
|
|
|
$
|
562
|
|
|
$
|
35
|
|
|
9
|
%
|
|
9
|
%
|
Ride Performance
|
66
|
|
|
124
|
|
|
(58
|
)
|
|
3
|
%
|
|
7
|
%
|
|||
Aftermarket
|
169
|
|
|
193
|
|
|
(24
|
)
|
|
14
|
%
|
|
15
|
%
|
|||
Powertrain
|
92
|
|
|
—
|
|
|
92
|
|
|
8
|
%
|
|
|
|
|||
Motorparts
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|
(5
|
)%
|
|
|
|
|||
Other
|
(234
|
)
|
|
(245
|
)
|
|
11
|
|
|
|
|
|
|||||
Total EBITDA including noncontrolling interests
|
651
|
|
|
634
|
|
|
$
|
17
|
|
|
6
|
%
|
|
7
|
%
|
||
Depreciation and amortization
|
(345
|
)
|
|
(226
|
)
|
|
|
|
|
|
|
|
|||||
Earnings before interest expense, income taxes, and noncontrolling interests
|
306
|
|
|
408
|
|
|
|
|
|
|
|
||||||
Less: Interest expense
|
132
|
|
|
72
|
|
|
|
|
|
|
|
|
|||||
Less: Income tax expense (benefit)
|
63
|
|
|
71
|
|
|
|
|
|
|
|
|
|||||
Net income
|
111
|
|
|
265
|
|
|
|
|
|
|
|
||||||
Net Income attributable to noncontrolling interests
|
56
|
|
|
67
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
55
|
|
|
$
|
198
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue by Segments:
|
|
|
|
|
|
|
|
|
|
||||||||
Clean Air
|
$
|
6,707
|
|
|
$
|
6,216
|
|
|
|
|
|
|
|
||||
Ride Performance
|
1,949
|
|
|
1,807
|
|
|
|
|
|
|
|
||||||
Aftermarket
|
1,221
|
|
|
1,251
|
|
|
|
|
|
|
|
||||||
Powertrain
|
1,112
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Motorparts
|
774
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
11,763
|
|
|
$
|
9,274
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other data
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA including noncontrolling interests (1)
|
$
|
651
|
|
|
$
|
634
|
|
|
17
|
|
|
6
|
%
|
|
7
|
%
|
|
Reportable Segments
|
|
|
|
|
||||||||||||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Costs to achieve synergies
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restructuring related to synergy initiatives
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
48
|
|
|
$
|
7
|
|
|
$
|
55
|
|
Other cost to achieve synergies
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||||||
Total costs to achieve synergies
|
3
|
|
|
6
|
|
|
10
|
|
|
—
|
|
|
31
|
|
|
50
|
|
|
12
|
|
|
62
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restructuring and related expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other restructuring charges
|
11
|
|
|
43
|
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
|
59
|
|
|
(2
|
)
|
|
57
|
|
||||||||
Asset impairments
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
5
|
|
||||||||
Total restructuring and related expenses
|
11
|
|
|
46
|
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost reduction initiatives
(2)
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
8
|
|
|
18
|
|
||||||||
Warranty charge
(3)
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
Litigation settlement accrual
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
10
|
|
||||||||
Acquisition and expected spin costs
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
96
|
|
||||||||
Loss on extinguishment of debt
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||||
Environmental charge
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
Anti-dumping duty charge
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||||
Pension charges
(8)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Purchase accounting adjustments
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
62
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||||||
Goodwill impairment charge
(10)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Total adjustments
|
$
|
14
|
|
|
$
|
82
|
|
|
$
|
17
|
|
|
$
|
42
|
|
|
$
|
109
|
|
|
$
|
264
|
|
|
$
|
131
|
|
|
$
|
395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restructuring and related expenses
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
47
|
|
Cost reduction initiatives
(2)
|
4
|
|
|
12
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
3
|
|
|
22
|
|
||||||||
Loss on extinguishment of debt
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Warranty settlement
(11)
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Goodwill impairment charge
(10)
|
—
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||||
Pension charges/ stock vesting charges
(12)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||||
Antitrust settlement accrual
(13)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
132
|
|
||||||||
Gain on sale of unconsolidated JV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||||
Total adjustments
|
$
|
27
|
|
|
$
|
42
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
145
|
|
|
$
|
228
|
|
|
|
Year Ended December 31
|
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(Millions Except Percent, Share and Per Share Amounts)
|
|||||||||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Net sales and operating revenues
|
$
|
9,274
|
|
|
$
|
8,597
|
|
|
$
|
677
|
|
|
8
|
%
|
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Cost of sales (exclusive of depreciation and amortization)
|
7,812
|
|
|
7,126
|
|
|
686
|
|
|
10
|
%
|
|||
Selling, general, and administrative
|
638
|
|
|
514
|
|
|
124
|
|
|
24
|
%
|
|||
Depreciation and amortization
|
226
|
|
|
213
|
|
|
13
|
|
|
6
|
%
|
|||
Engineering, research, and development
|
158
|
|
|
153
|
|
|
5
|
|
|
3
|
%
|
|||
Goodwill impairment charge
|
11
|
|
|
—
|
|
|
11
|
|
|
n/m
|
|
|||
|
8,845
|
|
|
8,006
|
|
|
839
|
|
|
10
|
%
|
|||
Other expense (income)
|
|
|
|
|
|
|
|
|||||||
Loss on sale of receivables
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
%
|
|||
Non-service pension and postretirement benefit costs
|
16
|
|
|
84
|
|
|
(68
|
)
|
|
(81
|
)%
|
|||
Loss on extinguishment of debt
|
1
|
|
|
24
|
|
|
(23
|
)
|
|
(96
|
)%
|
|||
Equity in losses of nonconsolidated affiliates
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
%
|
|||
Other expense (income), net
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
100
|
%
|
|||
|
21
|
|
|
112
|
|
|
(91
|
)
|
|
(81
|
)%
|
|||
Earnings before interest expense, income taxes, and noncontrolling interests
|
408
|
|
|
479
|
|
|
(71
|
)
|
|
(15
|
)%
|
|||
Interest expense
|
72
|
|
|
68
|
|
|
4
|
|
|
6
|
%
|
|||
Earnings before income taxes and noncontrolling interests
|
336
|
|
|
411
|
|
|
(75
|
)
|
|
(18
|
)%
|
|||
Income tax expense (benefit)
|
71
|
|
|
(4
|
)
|
|
75
|
|
|
n/m
|
|
|||
Net income
|
265
|
|
|
415
|
|
|
(150
|
)
|
|
(36
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
67
|
|
|
68
|
|
|
(1
|
)
|
|
(1
|
)%
|
|||
Net income attributable to Tenneco Inc.
|
$
|
198
|
|
|
$
|
347
|
|
|
$
|
(149
|
)
|
|
(43
|
)%
|
Earnings per share
|
|
|
|
|
|
|
|
|||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
|||||||
Basic
|
52,796,184
|
|
|
55,939,135
|
|
|
(3,142,951
|
)
|
|
(6
|
)%
|
|||
Diluted
|
53,026,911
|
|
|
56,407,436
|
|
|
(3,380,525
|
)
|
|
(6
|
)%
|
|||
Basic earnings per share of common stock
|
$
|
3.75
|
|
|
$
|
6.20
|
|
|
$
|
(2.45
|
)
|
|
(40
|
)%
|
Diluted earnings per share of common stock
|
$
|
3.73
|
|
|
$
|
6.15
|
|
|
$
|
(2.42
|
)
|
|
(39
|
)%
|
Cash dividends declared per share
|
$
|
1.00
|
|
|
$
|
—
|
|
|
$
|
1.00
|
|
|
—
|
%
|
Percent of revenues
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
84
|
%
|
|
83
|
%
|
|
1
|
%
|
|
|
||||
Selling, general, and administrative
|
7
|
%
|
|
6
|
%
|
|
1
|
%
|
|
|
||||
EBIT
|
4
|
%
|
|
6
|
%
|
|
(2
|
)%
|
|
|
||||
Net income attributable to Tenneco Inc.
|
2
|
%
|
|
4
|
%
|
|
(2
|
)%
|
|
|
|
Year ended December 31, 2016
|
$
|
8,597
|
|
Volume and mix
|
611
|
|
|
Currency exchange rates
|
86
|
|
|
Others
|
(20
|
)
|
|
Year ended December 31, 2017
|
$
|
9,274
|
|
Year ended December 31, 2016
|
$
|
7,126
|
|
Volume and mix
|
553
|
|
|
Material
|
29
|
|
|
Currency exchange rates
|
75
|
|
|
Restructuring
|
25
|
|
|
Other costs
|
4
|
|
|
Year ended December 31, 2017
|
$
|
7,812
|
|
|
Year Ended December 31
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Cost of sales
|
$
|
41
|
|
|
$
|
17
|
|
Engineering, research, and development
|
—
|
|
|
1
|
|
||
Selling, general, and administrative
|
6
|
|
|
12
|
|
||
|
$
|
47
|
|
|
$
|
30
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||||
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
|
Currency Impact on Value-add Revenues
|
|
Value-add Revenues excluding Currency
|
|
Revenues
|
|
Substrate Sales
|
|
Value-add Revenues
|
||||||||||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||||||||||
Clean Air
|
$
|
6,216
|
|
|
$
|
2,187
|
|
|
$
|
4,029
|
|
|
$
|
32
|
|
|
$
|
3,997
|
|
|
$
|
5,764
|
|
|
$
|
2,028
|
|
|
$
|
3,736
|
|
Ride Performance
|
1,807
|
|
|
—
|
|
|
1,807
|
|
|
27
|
|
|
1,780
|
|
|
1,593
|
|
|
—
|
|
|
1,593
|
|
||||||||
Aftermarket
|
1,251
|
|
|
—
|
|
|
1,251
|
|
|
10
|
|
|
1,241
|
|
|
1,240
|
|
|
—
|
|
|
1,240
|
|
||||||||
Total Tenneco Inc.
|
$
|
9,274
|
|
|
$
|
2,187
|
|
|
$
|
7,087
|
|
|
$
|
69
|
|
|
$
|
7,018
|
|
|
$
|
8,597
|
|
|
$
|
2,028
|
|
|
$
|
6,569
|
|
|
Year Ended December 31, 2017
Versus Year Ended December 31, 2016 Dollar and Percent Increase (Decrease) |
||||||||||||
|
Revenues
|
|
Percent
|
|
Value-add Revenues excluding Currency
|
|
Percent
|
||||||
|
(Millions Except Percent Amounts)
|
||||||||||||
Clean Air
|
$
|
452
|
|
|
8
|
%
|
|
$
|
261
|
|
|
7
|
%
|
Ride Performance
|
214
|
|
|
13
|
%
|
|
187
|
|
|
12
|
%
|
||
Aftermarket
|
11
|
|
|
1
|
%
|
|
1
|
|
|
—
|
%
|
||
Total Tenneco Inc.
|
$
|
677
|
|
|
8
|
%
|
|
$
|
449
|
|
|
7
|
%
|
|
Year Ended December 31
|
|
|
|
2017 EBITDA including noncontrolling interest as a % of Revenues
|
|
2016 EBITDA including noncontrolling interest as a % of Revenues
|
||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016 Change
|
|
|
||||||||||
|
(Millions)
|
|
|
|
|
||||||||||||
EBITDA including noncontrolling interests by Segments:
|
|
|
|
|
|
|
|
|
|
||||||||
Clean Air
|
$
|
562
|
|
|
$
|
561
|
|
|
$
|
1
|
|
|
9
|
%
|
|
10
|
%
|
Ride Performance
|
124
|
|
|
153
|
|
|
(29
|
)
|
|
7
|
%
|
|
10
|
%
|
|||
Aftermarket
|
193
|
|
|
207
|
|
|
(14
|
)
|
|
15
|
%
|
|
17
|
%
|
|||
Other
|
(245
|
)
|
|
(229
|
)
|
|
(16
|
)
|
|
|
|
|
|||||
Total EBITDA including noncontrolling interests
|
634
|
|
|
692
|
|
|
$
|
(58
|
)
|
|
7
|
%
|
|
8
|
%
|
||
Depreciation and amortization
|
(226
|
)
|
|
(213
|
)
|
|
|
|
|
|
|
||||||
Earnings before interest expense, income taxes, and noncontrolling interests
|
408
|
|
|
479
|
|
|
|
|
|
|
|
||||||
Less: Interest expense
|
72
|
|
|
68
|
|
|
|
|
|
|
|
||||||
Less: Income tax expense (benefit)
|
71
|
|
|
(4
|
)
|
|
|
|
|
|
|
||||||
Net income
|
265
|
|
|
415
|
|
|
|
|
|
|
|
||||||
Net Income attributable to noncontrolling interests
|
67
|
|
|
68
|
|
|
|
|
|
|
|
||||||
Net income attributable to Tenneco Inc.
|
$
|
198
|
|
|
$
|
347
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue by Segments:
|
|
|
|
|
|
|
|
|
|
||||||||
Clean Air
|
$
|
6,216
|
|
|
$
|
5,764
|
|
|
|
|
|
|
|
||||
Ride Performance
|
1,807
|
|
|
1,593
|
|
|
|
|
|
|
|
||||||
Aftermarket
|
1,251
|
|
|
1,240
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
9,274
|
|
|
$
|
8,597
|
|
|
|
|
|
|
|
||||
Other data
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA including noncontrolling interests (1)
|
$
|
634
|
|
|
$
|
692
|
|
|
$
|
(58
|
)
|
|
7
|
%
|
|
8
|
%
|
|
Reportable Segments
|
|
|
|
|
||||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Total
|
|
Other
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring charges
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
47
|
|
Cost reduction initiatives (1)
|
4
|
|
|
12
|
|
|
3
|
|
|
19
|
|
|
3
|
|
|
22
|
|
||||||
Loss on extinguishment of debt (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Warranty settlement (3)
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Goodwill impairment charge (4)
|
—
|
|
|
7
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Pension charges/ stock vesting charges (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Antitrust settlement accrual (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
132
|
|
||||||
Gain on sale of unconsolidated JV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Total adjustments
|
$
|
27
|
|
|
$
|
42
|
|
|
$
|
14
|
|
|
$
|
83
|
|
|
$
|
145
|
|
|
$
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other restructuring charges
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
9
|
|
|
$
|
28
|
|
|
$
|
2
|
|
|
$
|
30
|
|
Asset impairments
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Total restructuring and related expenses
|
6
|
|
|
15
|
|
|
9
|
|
|
30
|
|
|
2
|
|
|
32
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension charges/ stock vesting charges (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
72
|
|
||||||
Total adjustments
|
$
|
6
|
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
30
|
|
|
$
|
74
|
|
|
$
|
104
|
|
|
|
Year Ended
December 31
|
|
% Change
|
|||||||
|
2018
|
|
2017
|
|
||||||
|
(Millions)
|
|||||||||
Short-term debt and maturities classified as current
|
$
|
153
|
|
|
$
|
103
|
|
|
49
|
%
|
Long-term debt
|
5,340
|
|
|
1,358
|
|
|
293
|
%
|
||
Total debt
|
5,493
|
|
|
1,461
|
|
|
276
|
%
|
||
Total redeemable noncontrolling interests
|
138
|
|
|
42
|
|
|
229
|
%
|
||
Total noncontrolling interests
|
190
|
|
|
46
|
|
|
313
|
%
|
||
Tenneco Inc. shareholders’ equity
|
1,726
|
|
|
636
|
|
|
171
|
%
|
||
Total equity
|
1,916
|
|
|
682
|
|
|
181
|
%
|
||
Total capitalization
|
$
|
7,547
|
|
|
$
|
2,185
|
|
|
245
|
%
|
|
Committed Credit Facilities
(a)
as of December 31, 2018
|
||||||||||||||||
|
Term
|
|
Commitments
|
|
Borrowings
|
|
Letters of
Credit(b)
|
|
Available
|
||||||||
|
(Millions)
|
||||||||||||||||
Tenneco Inc. revolving credit agreement
|
2023
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
1,476
|
|
Tenneco Inc. Term Loan A
|
2023
|
|
1,700
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
||||
Tenneco Inc. Term Loan B
|
2025
|
|
1,700
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
||||
Subsidiaries’ credit agreements
|
2018-2028
|
|
154
|
|
|
51
|
|
|
3
|
|
|
100
|
|
||||
|
|
|
$
|
5,054
|
|
|
$
|
3,451
|
|
|
$
|
27
|
|
|
$
|
1,576
|
|
(a)
|
We are generally required to pay commitment fees on the unused portion of the total commitment.
|
(b)
|
Letters of credit reduce the available borrowings under the revolving credit agreement.
|
Pro forma Consolidated
Leverage Ratio |
Prior to Spin-Off
|
|
Post Spin-Off
|
||
|
(Millions)
|
||||
Greater than or equal to 2.25x
|
$
|
360
|
|
|
$360 x Post Spin-Off EBITDA/Pre Spin-Off EBITDA
|
Less than 2.25x
|
unlimited
|
|
|
unlimited
|
|
2018
|
|||||||||
|
Principal
|
|
Carrying Amount(1)
|
|
Effective Interest Rate
|
|||||
Senior Unsecured Notes
|
|
|
(Millions)
|
|
|
|||||
$225 million of 5.375% Senior Notes due 2024
|
$
|
225
|
|
|
$
|
222
|
|
|
5.609
|
%
|
$500 million of 5.000% Senior Notes due 2026
|
$
|
500
|
|
|
$
|
493
|
|
|
5.219
|
%
|
Senior Secured Notes
|
|
|
|
|
|
|||||
€415 million 4.875% Euro Fixed Rate Notes due 2022
|
$
|
476
|
|
|
$
|
496
|
|
|
3.599
|
%
|
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024
|
$
|
344
|
|
|
$
|
349
|
|
|
4.620
|
%
|
€350 million of 5.000% Euro Fixed Rate Notes due 2024
|
$
|
401
|
|
|
$
|
427
|
|
|
3.823
|
%
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Millions)
|
||||||
Borrowings on securitization programs
|
|
$
|
6
|
|
|
$
|
30
|
|
|
As of December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Accounts receivable outstanding and derecognized
|
$
|
1,011
|
|
|
$
|
406
|
|
Deferred purchase price receivable
|
$
|
154
|
|
|
$
|
114
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Proceeds from factoring qualifying as sales
|
$
|
3,390
|
|
|
$
|
1,984
|
|
|
$
|
1,770
|
|
Loss on sale of receivables
|
$
|
16
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Operational cash flow before changes in operating assets and liabilities
|
$
|
449
|
|
|
$
|
507
|
|
|
$
|
596
|
|
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(190
|
)
|
|
(81
|
)
|
|
(325
|
)
|
|||
Inventories
|
27
|
|
|
(94
|
)
|
|
(55
|
)
|
|||
Payables and accrued expenses
|
291
|
|
|
136
|
|
|
140
|
|
|||
Accrued interest and income taxes
|
(19
|
)
|
|
1
|
|
|
13
|
|
|||
Other assets and liabilities
|
(119
|
)
|
|
48
|
|
|
5
|
|
|||
Total change in operating assets and liabilities
|
(10
|
)
|
|
10
|
|
|
(222
|
)
|
|||
Net cash provided by operating activities
|
$
|
439
|
|
|
$
|
517
|
|
|
$
|
374
|
|
•
|
cash flows provided by the operations of Federal-Mogul, which was acquired in the fourth quarter, of approximately $234 million, this included a cash outflow of $61 million related to the settlement of a litigation matter that was assumed as part of the Federal-Mogul Acquisition (see Note
3, Acquisitions and Divestitures
for further information);
|
•
|
offset by a $88 million outflow in working capital items (excluding changes in working capital of the acquired Federal-Mogul operations);
|
•
|
an increase in cash payments for interest of $36 million; and
|
•
|
other one-time charges of approximately $180 million, including, among other items, transactional related costs and advisory fees in connection with the Federal-Mogul Acquisition, and an antitrust settlement payment.
|
•
|
increase in cash provided by working capital of $
201 million
; and
|
•
|
decrease in cash taxes paid of $
18 million
.
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Federal-Mogul acquisition, net of cash acquired
|
$
|
(2,194
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds from sale of assets
|
9
|
|
|
8
|
|
|
6
|
|
|||
Proceeds from sale of equity interest
|
—
|
|
|
9
|
|
|
—
|
|
|||
Cash payments for plant, property, and equipment
|
(507
|
)
|
|
(419
|
)
|
|
(345
|
)
|
|||
Proceeds from deferred purchase price of factored receivables
|
174
|
|
|
112
|
|
|
110
|
|
|||
Other
|
4
|
|
|
(10
|
)
|
|
—
|
|
|||
Net cash used by investing activities
|
$
|
(2,514
|
)
|
|
$
|
(300
|
)
|
|
$
|
(229
|
)
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Proceeds from term loans and notes
|
$
|
3,426
|
|
|
$
|
160
|
|
|
$
|
529
|
|
Repayments of term loans and notes
|
(453
|
)
|
|
(36
|
)
|
|
(545
|
)
|
|||
Borrowings on revolving lines of credit
|
5,149
|
|
|
6,664
|
|
|
5,417
|
|
|||
Payments on revolving lines of credit
|
(5,405
|
)
|
|
(6,737
|
)
|
|
(5,221
|
)
|
|||
Issuance (repurchase) of common shares
|
(1
|
)
|
|
(1
|
)
|
|
13
|
|
|||
Cash dividends
|
(59
|
)
|
|
(53
|
)
|
|
—
|
|
|||
Debt issuance cost of long-term debt
|
(95
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Purchase of common stock under the share repurchase program
|
—
|
|
|
(169
|
)
|
|
(225
|
)
|
|||
Net increase (decrease) in bank overdrafts
|
(5
|
)
|
|
(7
|
)
|
|
10
|
|
|||
Other
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interest partners
|
(51
|
)
|
|
(64
|
)
|
|
(55
|
)
|
|||
Net cash provided (used) by financing activities
|
$
|
2,476
|
|
|
$
|
(251
|
)
|
|
$
|
(86
|
)
|
|
Payments due by period:
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Senior term loans
|
$
|
3,400
|
|
|
$
|
102
|
|
|
$
|
247
|
|
|
$
|
1,436
|
|
|
$
|
1,615
|
|
Senior notes
|
1,946
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
1,470
|
|
|||||
Other long term debt (including maturities classified as current)
|
106
|
|
|
73
|
|
|
21
|
|
|
10
|
|
|
2
|
|
|||||
Short-term debt (including bank overdrafts)
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total debt obligations
|
5,532
|
|
|
255
|
|
|
268
|
|
|
1,922
|
|
|
3,087
|
|
|||||
Pension obligations
|
1,075
|
|
|
96
|
|
|
200
|
|
|
201
|
|
|
578
|
|
|||||
Operating leases
|
483
|
|
|
120
|
|
|
186
|
|
|
123
|
|
|
54
|
|
|||||
Purchase obligations
(a)
|
260
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments
|
1,402
|
|
|
276
|
|
|
578
|
|
|
400
|
|
|
148
|
|
|||||
Capital commitments
|
181
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total payments
|
$
|
8,933
|
|
|
$
|
1,188
|
|
|
$
|
1,232
|
|
|
$
|
2,646
|
|
|
$
|
3,867
|
|
|
Pension Benefits
|
|
Other Postretirement
|
|||||
|
U.S.
|
|
Non-U.S.
|
|
||||
|
Plans
|
|
Plans
|
|
Benefits
|
|||
Used to calculate net periodic benefit cost
|
4.1
|
%
|
|
2.4
|
%
|
|
4.2
|
%
|
Used to calculate benefit obligations
|
4.2
|
%
|
|
2.6
|
%
|
|
4.3
|
%
|
|
Pension Benefits
|
Other Postretirement
Benefits
|
|||||||||||||||||||||
|
U.S. Plans
|
Non-U.S. Plans
|
|||||||||||||||||||||
|
Change
in 2019
pension
expense
|
|
Change
in
PBO
|
|
Change
in 2019
pension
expense
|
|
Change
in
PBO
|
|
Change
in 2019
pension
expense
|
|
Change
in
PBO
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
25 basis point ("bp") decrease in discount rate
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
(1
|
)
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
8
|
|
25 bp increase in discount rate
|
$
|
1
|
|
|
$
|
(30
|
)
|
|
$
|
1
|
|
|
$
|
(33
|
)
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
25 bp decrease in return on assets rate
|
$
|
2
|
|
|
n/a
|
|
|
$
|
1
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||
25 bp increase in return on assets rate
|
$
|
(2
|
)
|
|
n/a
|
|
|
$
|
(1
|
)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Total service and
interest cost
|
|
APBO
|
||||
|
(Millions)
|
||||||
100 bp increase in health care cost trend rate
|
$
|
1
|
|
|
$
|
23
|
|
100 bp decrease in health care cost trend rate
|
$
|
(1
|
)
|
|
$
|
(20
|
)
|
•
|
Future reversals of existing taxable temporary differences;
|
•
|
Taxable income or loss, based on recent results, exclusive of reversing temporary differences and carryforwards;
|
•
|
Tax-planning strategies; and
|
•
|
Taxable income in prior carryback years if carryback is permitted under the relevant tax law.
|
|
|
Notional Amount
in Foreign Currency
|
|
|
|
(Millions)
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
European euro
|
—Purchase
|
1
|
|
|
—Sell
|
(8
|
)
|
Polish zloty
|
—Purchase
|
35
|
|
Mexican pesos
|
—Purchase
|
211
|
|
U.S. dollars
|
—Purchase
|
2
|
|
|
—Sell
|
(11
|
)
|
|
|
Years Ended December 31
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Millions)
|
||||||
Translation gains (losses) recorded in accumulated other comprehensive income (loss)
|
|
$
|
(134
|
)
|
|
$
|
106
|
|
Transaction gains (losses) recorded in earnings
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
Page
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Net sales and operating revenues
|
$
|
11,763
|
|
|
$
|
9,274
|
|
|
$
|
8,597
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation and amortization)
|
10,071
|
|
|
7,812
|
|
|
7,126
|
|
|||
Selling, general, and administrative
|
794
|
|
|
638
|
|
|
514
|
|
|||
Depreciation and amortization
|
345
|
|
|
226
|
|
|
213
|
|
|||
Engineering, research, and development
|
204
|
|
|
158
|
|
|
153
|
|
|||
Goodwill impairment charge
|
3
|
|
|
11
|
|
|
—
|
|
|||
|
11,417
|
|
|
8,845
|
|
|
8,006
|
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Loss on sale of receivables
|
16
|
|
|
5
|
|
|
5
|
|
|||
Non-service pension and postretirement benefit costs
|
20
|
|
|
16
|
|
|
84
|
|
|||
Loss on extinguishment of debt
|
10
|
|
|
1
|
|
|
24
|
|
|||
Equity in (earnings) losses of nonconsolidated affiliates, net of tax
|
(18
|
)
|
|
1
|
|
|
—
|
|
|||
Other expense (income), net
|
12
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
|
40
|
|
|
21
|
|
|
112
|
|
|||
Earnings before interest expense, income taxes, and noncontrolling interests
|
306
|
|
|
408
|
|
|
479
|
|
|||
Interest expense
|
132
|
|
|
72
|
|
|
68
|
|
|||
Earnings before income taxes and noncontrolling interests
|
174
|
|
|
336
|
|
|
411
|
|
|||
Income tax expense (benefit)
|
63
|
|
|
71
|
|
|
(4
|
)
|
|||
Net income
|
111
|
|
|
265
|
|
|
415
|
|
|||
Less: Net income attributable to noncontrolling interests
|
56
|
|
|
67
|
|
|
68
|
|
|||
Net income attributable to Tenneco Inc.
|
$
|
55
|
|
|
$
|
198
|
|
|
$
|
347
|
|
Earnings per share
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
||||||
Basic
|
58,625,087
|
|
|
52,796,184
|
|
|
55,939,135
|
|
|||
Diluted
|
58,758,732
|
|
|
53,026,911
|
|
|
56,407,436
|
|
|||
Basic earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.75
|
|
|
$
|
6.20
|
|
Diluted earnings per share of common stock
|
$
|
0.93
|
|
|
$
|
3.73
|
|
|
$
|
6.15
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Net income
|
$
|
111
|
|
|
$
|
265
|
|
|
$
|
415
|
|
Other comprehensive income (loss)—net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(134
|
)
|
|
106
|
|
|
(56
|
)
|
|||
Defined benefit plans
|
(22
|
)
|
|
17
|
|
|
51
|
|
|||
|
(156
|
)
|
|
123
|
|
|
(5
|
)
|
|||
Comprehensive income (loss)
|
(45
|
)
|
|
388
|
|
|
410
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
54
|
|
|
69
|
|
|
64
|
|
|||
Comprehensive income (loss) attributable to common shareholders
|
$
|
(99
|
)
|
|
$
|
319
|
|
|
$
|
346
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
697
|
|
|
$
|
315
|
|
Restricted cash
|
5
|
|
|
3
|
|
||
Receivables:
|
|
|
|
||||
Customer notes and accounts, net
|
2,487
|
|
|
1,294
|
|
||
Other
|
85
|
|
|
27
|
|
||
Inventories
|
2,245
|
|
|
820
|
|
||
Prepayments and other current assets
|
590
|
|
|
288
|
|
||
Total current assets
|
6,109
|
|
|
2,747
|
|
||
Property, plant and equipment, net
|
3,501
|
|
|
1,691
|
|
||
Long-term receivables, net
|
10
|
|
|
9
|
|
||
Goodwill
|
869
|
|
|
49
|
|
||
Intangibles, net
|
1,519
|
|
|
22
|
|
||
Investments in nonconsolidated affiliates
|
544
|
|
|
2
|
|
||
Deferred income taxes
|
467
|
|
|
213
|
|
||
Other assets
|
213
|
|
|
63
|
|
||
Total assets
|
$
|
13,232
|
|
|
$
|
4,796
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Short-term debt, including current maturities of long-term debt
|
$
|
153
|
|
|
$
|
103
|
|
Accounts payable
|
2,759
|
|
|
1,582
|
|
||
Accrued compensation and employee benefits
|
343
|
|
|
141
|
|
||
Accrued income taxes
|
64
|
|
|
27
|
|
||
Accrued expenses and other current liabilities
|
1,001
|
|
|
424
|
|
||
Total current liabilities
|
4,320
|
|
|
2,277
|
|
||
Long-term debt
|
5,340
|
|
|
1,358
|
|
||
Deferred income taxes
|
88
|
|
|
11
|
|
||
Pension and postretirement benefits
|
1,167
|
|
|
268
|
|
||
Deferred credits and other liabilities
|
263
|
|
|
158
|
|
||
Commitments and contingencies
|
|
|
|
||||
Total liabilities
|
11,178
|
|
|
4,072
|
|
||
Redeemable noncontrolling interests
|
138
|
|
|
42
|
|
||
Tenneco Inc. shareholders’ equity:
|
|
|
|
||||
Preferred stock—$0.01 par value; none issued
|
—
|
|
|
—
|
|
||
Class A voting common stock—$0.01 par value; shares issued: (2018—71,675,379; 2017—66,033,509)
|
1
|
|
|
1
|
|
||
Class B non-voting convertible common stock—$0.01 par value; 2018—23,793,669 shares issued
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,360
|
|
|
3,112
|
|
||
Accumulated other comprehensive loss
|
(692
|
)
|
|
(538
|
)
|
||
Accumulated deficit
|
(1,013
|
)
|
|
(1,009
|
)
|
||
|
2,656
|
|
|
1,566
|
|
||
Shares held as treasury stock—at cost: 2018 and 2017—14,592,888 shares
|
(930
|
)
|
|
(930
|
)
|
||
Total Tenneco Inc. shareholders’ equity
|
1,726
|
|
|
636
|
|
||
Noncontrolling interests
|
190
|
|
|
46
|
|
||
Total equity
|
1,916
|
|
|
682
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
13,232
|
|
|
$
|
4,796
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
111
|
|
|
$
|
265
|
|
|
$
|
415
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Goodwill impairment charge
|
3
|
|
|
11
|
|
|
—
|
|
|||
Depreciation and amortization
|
345
|
|
|
226
|
|
|
213
|
|
|||
Deferred income taxes
|
(65
|
)
|
|
(8
|
)
|
|
(84
|
)
|
|||
Stock-based compensation
|
14
|
|
|
14
|
|
|
14
|
|
|||
Restructuring charges and asset impairments, net of cash paid
|
49
|
|
|
8
|
|
|
(13
|
)
|
|||
Change in pension and postretirement benefit plans
|
(8
|
)
|
|
(15
|
)
|
|
47
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(18
|
)
|
|
1
|
|
|
—
|
|
|||
Cash dividends received from nonconsolidated affiliates
|
2
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of assets
|
16
|
|
|
5
|
|
|
4
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(190
|
)
|
|
(81
|
)
|
|
(325
|
)
|
|||
Inventories
|
27
|
|
|
(94
|
)
|
|
(55
|
)
|
|||
Payables and accrued expenses
|
291
|
|
|
136
|
|
|
140
|
|
|||
Accrued interest and income taxes
|
(19
|
)
|
|
1
|
|
|
13
|
|
|||
Other assets and liabilities
|
(119
|
)
|
|
48
|
|
|
5
|
|
|||
Net cash provided by operating activities
|
439
|
|
|
517
|
|
|
374
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Federal-Mogul acquisition, net of cash acquired
|
(2,194
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
9
|
|
|
8
|
|
|
6
|
|
|||
Proceeds from sale of equity interest
|
—
|
|
|
9
|
|
|
—
|
|
|||
Cash payments for plant, property, and equipment
|
(507
|
)
|
|
(419
|
)
|
|
(345
|
)
|
|||
Proceeds from deferred purchase price of factored receivables
|
174
|
|
|
112
|
|
|
110
|
|
|||
Other
|
4
|
|
|
(10
|
)
|
|
—
|
|
|||
Net cash used by investing activities
|
(2,514
|
)
|
|
(300
|
)
|
|
(229
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from term loans and notes
|
3,426
|
|
|
160
|
|
|
529
|
|
|||
Repayments of term loans and notes
|
(453
|
)
|
|
(36
|
)
|
|
(545
|
)
|
|||
Borrowings on revolving lines of credit
|
5,149
|
|
|
6,664
|
|
|
5,417
|
|
|||
Payments on revolving lines of credit
|
(5,405
|
)
|
|
(6,737
|
)
|
|
(5,221
|
)
|
|||
Issuance (repurchase) of common shares
|
(1
|
)
|
|
(1
|
)
|
|
13
|
|
|||
Cash dividends
|
(59
|
)
|
|
(53
|
)
|
|
—
|
|
|||
Debt issuance cost of long-term debt
|
(95
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|||
Purchase of common stock under the share repurchase program
|
—
|
|
|
(169
|
)
|
|
(225
|
)
|
|||
Net increase (decrease) in bank overdrafts
|
(5
|
)
|
|
(7
|
)
|
|
10
|
|
|||
Other
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interest partners
|
(51
|
)
|
|
(64
|
)
|
|
(55
|
)
|
|||
Net cash provided (used) by financing activities
|
2,476
|
|
|
(251
|
)
|
|
(86
|
)
|
|||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
(17
|
)
|
|
3
|
|
|
2
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
384
|
|
|
(31
|
)
|
|
61
|
|
|||
Cash, cash equivalents and restricted cash, January 1
|
318
|
|
|
349
|
|
|
288
|
|
|||
Cash, cash equivalents and restricted cash, December 31
|
$
|
702
|
|
|
$
|
318
|
|
|
$
|
349
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
143
|
|
|
$
|
78
|
|
|
$
|
76
|
|
Cash paid during the year for income taxes, net of refunds
|
$
|
113
|
|
|
$
|
95
|
|
|
$
|
113
|
|
Non-cash Investing and Financing Activities
|
|
|
|
|
|
||||||
Period end balance of trade payables for plant, property, and equipment
|
$
|
135
|
|
|
$
|
59
|
|
|
$
|
68
|
|
Deferred purchase price of receivables factored in period
|
$
|
154
|
|
|
$
|
114
|
|
|
$
|
109
|
|
Stock issued for acquisition of Federal-Mogul
|
$
|
(1,236
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock transferred for acquisition of Federal-Mogul
|
$
|
1,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Tenneco Inc. Shareholders' equity
|
|
|
||||||||||||||||||||||||||||
|
$0.01 Par Value Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Total Tenneco Inc. Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
1
|
|
|
$
|
3,081
|
|
|
$
|
(658
|
)
|
|
$
|
(1,501
|
)
|
|
$
|
(536
|
)
|
|
$
|
387
|
|
|
$
|
39
|
|
|
$
|
426
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|
—
|
|
|
347
|
|
|
32
|
|
|
379
|
|
||||||||
Other comprehensive loss
—net of tax
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(2
|
)
|
|
(54
|
)
|
||||||||
Defined benefit plans
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
346
|
|
|
30
|
|
|
376
|
|
|||||||||||||
Stock-based compensation expense
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||||||
Balance as of December 31, 2016
|
1
|
|
|
3,098
|
|
|
(659
|
)
|
|
(1,154
|
)
|
|
(761
|
)
|
|
525
|
|
|
47
|
|
|
572
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
31
|
|
|
229
|
|
||||||||
Other comprehensive loss
—net of tax
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
(1
|
)
|
|
103
|
|
||||||||
Defined benefit plans
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
319
|
|
|
30
|
|
|
349
|
|
|||||||||||||
Stock-based compensation expense
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||||
Cash dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||||
Balance as of December 31, 2017
|
1
|
|
|
3,112
|
|
|
(538
|
)
|
|
(1,009
|
)
|
|
(930
|
)
|
|
636
|
|
|
46
|
|
|
682
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
27
|
|
|
82
|
|
||||||||
Other comprehensive loss
—net of tax
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
(132
|
)
|
||||||||
Defined benefit plans
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
(99
|
)
|
|
27
|
|
|
(72
|
)
|
|||||||||||||
Adjustments to adopt new accounting standards
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Common stock issued
|
—
|
|
|
1,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,236
|
|
|
—
|
|
|
1,236
|
|
||||||||
Federal-Mogul Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
143
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||||
Cash dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||||||||
Balance as of December 31, 2018
|
$
|
1
|
|
|
$
|
4,360
|
|
|
$
|
(692
|
)
|
|
$
|
(1,013
|
)
|
|
$
|
(930
|
)
|
|
$
|
1,726
|
|
|
$
|
190
|
|
|
$
|
1,916
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
|
|
(Millions, except per share amounts)
|
||||||||||||||||||
Consolidated statement of income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues
|
|
$
|
9,274
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
|
7,809
|
|
|
—
|
|
|
7,809
|
|
|
3
|
|
|
7,812
|
|
|||||
Selling, general, and administrative
|
|
636
|
|
|
—
|
|
|
636
|
|
|
2
|
|
|
638
|
|
|||||
Depreciation and amortization
|
|
224
|
|
|
—
|
|
|
224
|
|
|
2
|
|
|
226
|
|
|||||
Engineering, research, and development
|
|
158
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|||||
Goodwill impairment charge
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
|
|
8,838
|
|
|
—
|
|
|
8,838
|
|
|
7
|
|
|
8,845
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Non-service pension and postretirement benefit costs
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Equity in (earnings) losses of nonconsolidated affiliates, net of tax
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other expense (income), net
|
|
14
|
|
|
(17
|
)
|
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||||
|
|
19
|
|
|
1
|
|
|
20
|
|
|
1
|
|
|
21
|
|
|||||
Earnings before interest expense, income taxes, and noncontrolling interests
|
|
417
|
|
|
(1
|
)
|
|
416
|
|
|
(8
|
)
|
|
408
|
|
|||||
Interest expense
|
|
73
|
|
|
(1
|
)
|
|
72
|
|
|
—
|
|
|
72
|
|
|||||
Earnings before income taxes and noncontrolling interests
|
|
344
|
|
|
—
|
|
|
344
|
|
|
(8
|
)
|
|
336
|
|
|||||
Income tax expense (benefit)
|
|
70
|
|
|
—
|
|
|
70
|
|
|
1
|
|
|
71
|
|
|||||
Net income
|
|
274
|
|
|
—
|
|
|
274
|
|
|
(9
|
)
|
|
265
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
67
|
|
|
|
|
67
|
|
|
—
|
|
|
67
|
|
||||||
Net income attributable to Tenneco Inc.
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
(9
|
)
|
|
$
|
198
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share of common stock
|
|
$
|
3.93
|
|
|
$
|
—
|
|
|
$
|
3.93
|
|
|
$
|
(0.18
|
)
|
|
$
|
3.75
|
|
Diluted earnings per share of common stock
|
|
$
|
3.91
|
|
|
$
|
—
|
|
|
$
|
3.91
|
|
|
$
|
(0.18
|
)
|
|
$
|
3.73
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
Consolidated statement of comprehensive income
|
|
(Millions)
|
||||||||||||||||||
Net income
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
(9
|
)
|
|
$
|
265
|
|
Other comprehensive income (loss)—net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
99
|
|
|
—
|
|
|
99
|
|
|
7
|
|
|
106
|
|
|||||
Defined benefit plans
|
|
27
|
|
|
—
|
|
|
27
|
|
|
(10
|
)
|
|
17
|
|
|||||
|
|
126
|
|
|
—
|
|
|
126
|
|
|
(3
|
)
|
|
123
|
|
|||||
Comprehensive income (loss)
|
|
400
|
|
|
—
|
|
|
400
|
|
|
(12
|
)
|
|
388
|
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||
Comprehensive income (loss) attributable to common shareholders
|
|
$
|
331
|
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
(12
|
)
|
|
$
|
319
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
|
|
(Millions, except per share amounts)
|
||||||||||||||||||
Consolidated statement of income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues
|
|
$
|
8,599
|
|
|
$
|
—
|
|
|
$
|
8,599
|
|
|
$
|
(2
|
)
|
|
$
|
8,597
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
|
7,116
|
|
|
—
|
|
|
7,116
|
|
|
10
|
|
|
7,126
|
|
|||||
Selling, general, and administrative
|
|
513
|
|
|
—
|
|
|
513
|
|
|
1
|
|
|
514
|
|
|||||
Depreciation and amortization
|
|
212
|
|
|
—
|
|
|
212
|
|
|
1
|
|
|
213
|
|
|||||
Engineering, research, and development
|
|
154
|
|
|
—
|
|
|
154
|
|
|
(1
|
)
|
|
153
|
|
|||||
|
|
7,995
|
|
|
—
|
|
|
7,995
|
|
|
11
|
|
|
8,006
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Non-service pension and postretirement benefit costs
|
|
—
|
|
|
84
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|||||
Other expense (income), net
|
|
83
|
|
|
(84
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
|
|
88
|
|
|
24
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|||||
Earnings before interest expense, income taxes, and noncontrolling interests
|
|
516
|
|
|
(24
|
)
|
|
492
|
|
|
(13
|
)
|
|
479
|
|
|||||
Interest expense
|
|
92
|
|
|
(24
|
)
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Earnings before income taxes and noncontrolling interests
|
|
424
|
|
|
—
|
|
|
424
|
|
|
(13
|
)
|
|
411
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||
Net income
|
|
424
|
|
|
—
|
|
|
424
|
|
|
(9
|
)
|
|
415
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
68
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Net income attributable to Tenneco Inc.
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
356
|
|
|
$
|
(9
|
)
|
|
$
|
347
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares of common stock outstanding —
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share of common stock
|
|
$
|
6.36
|
|
|
$
|
—
|
|
|
$
|
6.36
|
|
|
$
|
(0.16
|
)
|
|
$
|
6.20
|
|
Diluted earnings per share of common stock
|
|
$
|
6.31
|
|
|
$
|
—
|
|
|
$
|
6.31
|
|
|
$
|
(0.16
|
)
|
|
$
|
6.15
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
Consolidated statement of comprehensive income
|
|
(Millions)
|
||||||||||||||||||
Net income
|
|
$
|
424
|
|
|
$
|
—
|
|
|
$
|
424
|
|
|
$
|
(9
|
)
|
|
$
|
415
|
|
Other comprehensive income (loss)—net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|
(11
|
)
|
|
(56
|
)
|
|||||
Defined benefit plans
|
|
41
|
|
|
—
|
|
|
41
|
|
|
10
|
|
|
51
|
|
|||||
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Comprehensive income (loss)
|
|
420
|
|
|
—
|
|
|
420
|
|
|
(10
|
)
|
|
410
|
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|||||
Comprehensive income (loss) attributable to common shareholders
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
356
|
|
|
$
|
(10
|
)
|
|
$
|
346
|
|
|
|
December 31, 2017
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
Consolidated balance sheet
|
|
(Millions)
|
||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
Restricted cash
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customer notes and accounts, net
|
|
1,294
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
|
1,294
|
|
|||||
Other
|
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Inventories
|
|
869
|
|
|
—
|
|
|
869
|
|
|
(49
|
)
|
|
820
|
|
|||||
Prepayments and other current assets
|
|
291
|
|
|
—
|
|
|
291
|
|
|
(3
|
)
|
|
288
|
|
|||||
Total current assets
|
|
2,799
|
|
|
—
|
|
|
2,799
|
|
|
(52
|
)
|
|
2,747
|
|
|||||
Property, plant and equipment, net
|
|
1,615
|
|
|
79
|
|
|
1,694
|
|
|
(3
|
)
|
|
1,691
|
|
|||||
Long-term receivables, net
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Goodwill
|
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Intangibles, net
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Investments in nonconsolidated affiliates
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Deferred income taxes
|
|
204
|
|
|
—
|
|
|
204
|
|
|
9
|
|
|
213
|
|
|||||
Other assets
|
|
144
|
|
|
(81
|
)
|
|
63
|
|
|
—
|
|
|
63
|
|
|||||
Total assets
|
|
$
|
4,842
|
|
|
$
|
—
|
|
|
$
|
4,842
|
|
|
$
|
(46
|
)
|
|
$
|
4,796
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt, including current maturities of long-term debt
|
|
$
|
83
|
|
|
$
|
20
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
Accounts payable
|
|
1,705
|
|
|
(123
|
)
|
|
1,582
|
|
|
—
|
|
|
1,582
|
|
|||||
Accrued compensation and employee benefits
|
|
|
|
141
|
|
|
141
|
|
|
—
|
|
|
141
|
|
||||||
Accrued income taxes
|
|
45
|
|
|
(20
|
)
|
|
25
|
|
|
2
|
|
|
27
|
|
|||||
Accrued interest
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accrued liabilities
|
|
287
|
|
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
|
132
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
|
|
415
|
|
|
415
|
|
|
9
|
|
|
424
|
|
||||||
Total current liabilities
|
|
2,266
|
|
|
—
|
|
|
2,266
|
|
|
11
|
|
|
2,277
|
|
|||||
Long-term debt
|
|
1,358
|
|
|
—
|
|
|
1,358
|
|
|
—
|
|
|
1,358
|
|
|||||
Deferred income taxes
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Pension and postretirement benefits
|
|
268
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
268
|
|
|||||
Deferred credits and other liabilities
|
|
155
|
|
|
—
|
|
|
155
|
|
|
3
|
|
|
158
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
|
4,058
|
|
|
—
|
|
|
4,058
|
|
|
14
|
|
|
4,072
|
|
|||||
Redeemable noncontrolling interests
|
|
42
|
|
|
|
|
42
|
|
|
—
|
|
|
42
|
|
||||||
Tenneco Inc. shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock—$0.01 par value; none issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Class A voting common stock—$0.01 par value; shares issued: (2018—71,675,379; 2017—66,033,509)
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Additional paid-in capital
|
|
3,112
|
|
|
—
|
|
|
3,112
|
|
|
—
|
|
|
3,112
|
|
|||||
Accumulated other comprehensive loss
|
|
(541
|
)
|
|
—
|
|
|
(541
|
)
|
|
3
|
|
|
(538
|
)
|
|||||
Accumulated deficit
|
|
(946
|
)
|
|
—
|
|
|
(946
|
)
|
|
(63
|
)
|
|
(1,009
|
)
|
|||||
|
|
1,626
|
|
|
—
|
|
|
1,626
|
|
|
(60
|
)
|
|
1,566
|
|
|||||
Shares held as treasury stock—at cost: 2018 and 2017—14,592,888 shares
|
|
(930
|
)
|
|
—
|
|
|
(930
|
)
|
|
—
|
|
|
(930
|
)
|
|||||
Total Tenneco Inc. shareholders’ equity
|
|
696
|
|
|
—
|
|
|
696
|
|
|
(60
|
)
|
|
636
|
|
|||||
Noncontrolling interests
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Total equity
|
|
742
|
|
|
—
|
|
|
742
|
|
|
(60
|
)
|
|
682
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
4,842
|
|
|
$
|
—
|
|
|
$
|
4,842
|
|
|
$
|
(46
|
)
|
|
$
|
4,796
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
Consolidated statements of cash flow
|
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
(9
|
)
|
|
$
|
265
|
|
Net cash provided by operating activities
|
|
517
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
517
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used by investing activities
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from term loans and notes
|
|
—
|
|
|
137
|
|
|
137
|
|
|
23
|
|
|
160
|
|
|||||
Repayments of term loans and notes
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|
(36
|
)
|
|||||
Retirement of long-term debt
|
|
(19
|
)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of long-term debt
|
|
137
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings on revolving lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,664
|
|
|
6,664
|
|
|||||
Payments on revolving lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,737
|
)
|
|
(6,737
|
)
|
|||||
Net increase (decrease) in revolver borrowings
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|
67
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
|
$
|
(251
|
)
|
|
$
|
—
|
|
|
$
|
(251
|
)
|
|
$
|
—
|
|
|
$
|
(251
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
|
As Reported
|
|
Reclasses
|
|
As Reclassified
|
|
Revisions
|
|
As Revised
|
||||||||||
Consolidated statements of cash flow
|
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
424
|
|
|
$
|
—
|
|
|
$
|
424
|
|
|
$
|
(9
|
)
|
|
$
|
415
|
|
Net cash provided by operating activities
|
|
374
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used by investing activities
|
|
(229
|
)
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
(229
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from term loans and notes
|
|
—
|
|
|
509
|
|
|
509
|
|
|
20
|
|
|
529
|
|
|||||
Repayments of term loans and notes
|
|
—
|
|
|
(531
|
)
|
|
(531
|
)
|
|
(14
|
)
|
|
(545
|
)
|
|||||
Retirement of long-term debt
|
|
(531
|
)
|
|
531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of long-term debt
|
|
509
|
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings on revolving lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,417
|
|
|
5,417
|
|
|||||
Payments on revolving lines of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,221
|
)
|
|
(5,221
|
)
|
|||||
Net increase (decrease) in revolver borrowings
|
|
202
|
|
|
—
|
|
|
202
|
|
|
(202
|
)
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
|
$
|
(86
|
)
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
As Reported
|
|
Revisions
|
|
As Revised
|
||||||
Consolidated statements of shareholders' equity
|
|
(Millions)
|
||||||||||
Accumulated Deficit
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
(1,100
|
)
|
|
$
|
(54
|
)
|
|
$
|
(1,154
|
)
|
Net income attributable to Tenneco Inc.
|
|
207
|
|
|
(9
|
)
|
|
198
|
|
|||
Cash dividends declared
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||
Balance December 31
|
|
$
|
(946
|
)
|
|
$
|
(63
|
)
|
|
$
|
(1,009
|
)
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
(665
|
)
|
|
$
|
6
|
|
|
$
|
(659
|
)
|
Other comprehensive loss
—net of tax
:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
|
97
|
|
|
7
|
|
|
104
|
|
|||
Defined benefit plans
|
|
27
|
|
|
(10
|
)
|
|
17
|
|
|||
Balance December 31
|
|
$
|
(541
|
)
|
|
$
|
3
|
|
|
$
|
(538
|
)
|
Total Tenneco Inc. Shareholders' Equity
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
573
|
|
|
$
|
(48
|
)
|
|
$
|
525
|
|
Net income attributable to Tenneco Inc.
|
|
207
|
|
|
(9
|
)
|
|
198
|
|
|||
Other comprehensive loss—net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
97
|
|
|
7
|
|
|
104
|
|
|||
Defined benefit plans
|
|
27
|
|
|
(10
|
)
|
|
17
|
|
|||
Comprehensive income
|
|
331
|
|
|
(12
|
)
|
|
319
|
|
|||
Stock-based compensation expense
|
|
14
|
|
|
—
|
|
|
14
|
|
|||
Cash dividends
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||
Treasury stock
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||
Balance December 31
|
|
$
|
696
|
|
|
$
|
(60
|
)
|
|
$
|
636
|
|
Total Equity
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
620
|
|
|
$
|
(48
|
)
|
|
$
|
572
|
|
Net income
|
|
238
|
|
|
(9
|
)
|
|
229
|
|
|||
Other comprehensive loss—net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
96
|
|
|
7
|
|
|
103
|
|
|||
Defined benefit plans
|
|
27
|
|
|
(10
|
)
|
|
17
|
|
|||
Comprehensive income
|
|
361
|
|
|
(12
|
)
|
|
349
|
|
|||
Stock-based compensation expense
|
|
14
|
|
|
—
|
|
|
14
|
|
|||
Cash dividends
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||
Treasury stock
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||
Distributions declared to noncontrolling interests
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|||
Balance December 31
|
|
$
|
742
|
|
|
$
|
(60
|
)
|
|
$
|
682
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
As Reported
|
|
Revisions
|
|
As Revised
|
||||||
Consolidated statements of shareholders' equity
|
|
(Millions)
|
||||||||||
Accumulated Deficit
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
(1,456
|
)
|
|
$
|
(45
|
)
|
|
$
|
(1,501
|
)
|
Net income attributable to Tenneco Inc.
|
|
356
|
|
|
(9
|
)
|
|
347
|
|
|||
Balance December 31
|
|
$
|
(1,100
|
)
|
|
$
|
(54
|
)
|
|
$
|
(1,154
|
)
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
(665
|
)
|
|
$
|
7
|
|
|
$
|
(658
|
)
|
Other comprehensive loss—net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(41
|
)
|
|
(11
|
)
|
|
(52
|
)
|
|||
Defined benefit plans
|
|
41
|
|
|
10
|
|
|
51
|
|
|||
Balance December 31
|
|
$
|
(665
|
)
|
|
$
|
6
|
|
|
$
|
(659
|
)
|
Total Tenneco Inc. shareholders' equity
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
425
|
|
|
$
|
(38
|
)
|
|
$
|
387
|
|
Net income attributable to Tenneco Inc.
|
|
356
|
|
|
(9
|
)
|
|
347
|
|
|||
Other comprehensive loss—net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(41
|
)
|
|
(11
|
)
|
|
(52
|
)
|
|||
Defined benefit plans
|
|
41
|
|
|
10
|
|
|
51
|
|
|||
Comprehensive income
|
|
356
|
|
|
(10
|
)
|
|
346
|
|
|||
Stock-based compensation expense
|
|
17
|
|
|
—
|
|
|
17
|
|
|||
Treasury stock
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||
Balance December 31
|
|
$
|
573
|
|
|
$
|
(48
|
)
|
|
$
|
525
|
|
Total Equity
|
|
|
|
|
|
|
||||||
Balance January 1
|
|
$
|
464
|
|
|
$
|
(38
|
)
|
|
$
|
426
|
|
Net income
|
|
388
|
|
|
(9
|
)
|
|
379
|
|
|||
Other comprehensive loss—net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(43
|
)
|
|
(11
|
)
|
|
(54
|
)
|
|||
Defined benefit plans
|
|
41
|
|
|
10
|
|
|
51
|
|
|||
Comprehensive income
|
|
386
|
|
|
(10
|
)
|
|
376
|
|
|||
Stock-based compensation expense
|
|
17
|
|
|
—
|
|
|
17
|
|
|||
Treasury stock
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||
Distribution declared to noncontrolling interests
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Balance December 31
|
|
$
|
620
|
|
|
$
|
(48
|
)
|
|
$
|
572
|
|
|
December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Balance January 1
|
$
|
42
|
|
|
$
|
40
|
|
|
$
|
41
|
|
Federal-Mogul acquisition
|
96
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to redeemable noncontrolling interests
|
29
|
|
|
36
|
|
|
36
|
|
|||
Other comprehensive (loss) income
|
(2
|
)
|
|
3
|
|
|
(2
|
)
|
|||
Contributions received
|
6
|
|
|
—
|
|
|
—
|
|
|||
Dividends declared
|
(33
|
)
|
|
(37
|
)
|
|
(35
|
)
|
|||
Balance December 31
|
$
|
138
|
|
|
$
|
42
|
|
|
$
|
40
|
|
|
Balance at December 31, 2017
|
|
Over-time recognition
|
|
Balance at January 1, 2018
|
||||||
Consolidated Balance Sheets
|
(Millions)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Inventory
|
$
|
820
|
|
|
$
|
(5
|
)
|
|
$
|
815
|
|
Prepayments and other current assets
|
$
|
288
|
|
|
$
|
6
|
|
|
$
|
294
|
|
Equity
|
|
|
|
|
|
||||||
Accumulated deficit
|
$
|
(1,009
|
)
|
|
$
|
1
|
|
|
$
|
(1,008
|
)
|
|
December 31, 2018
|
||||||||||||||
|
As Reported
|
|
Product returns
|
|
Over-time recognition
|
|
Balances Without Adoption of ASC Topic 606
|
||||||||
|
(Millions)
|
||||||||||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Inventory
|
$
|
2,245
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
2,253
|
|
Prepayments and other current assets
|
$
|
590
|
|
|
$
|
(44
|
)
|
|
$
|
(9
|
)
|
|
$
|
537
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accrued expenses and other current liabilities
|
$
|
1,001
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
957
|
|
Equity
|
|
|
|
|
|
|
|
||||||||
Accumulated deficit
|
$
|
(1,013
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1,014
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
As Reported
|
|
Product returns
|
|
Over-time recognition
|
|
Balances Without Adoption of ASC Topic 606
|
||||||||
|
(Millions)
|
||||||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Net sales and operating revenues
|
$
|
11,763
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
11,768
|
|
Cost and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization)
|
$
|
10,071
|
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
10,066
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Prior to Change in Accounting Principle
|
|
Effective of Accounting Change
|
|
After Change in Accounting Principle
|
||||||
|
(Millions)
|
||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
||||||
Cost of Sales
|
$
|
7,815
|
|
|
$
|
(3
|
)
|
|
$
|
7,812
|
|
Selling, general, and administrative
|
$
|
650
|
|
|
$
|
(12
|
)
|
|
$
|
638
|
|
Non-service pension and postretirement benefit costs
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Other (income) expense
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
Year Ended December 31, 2016
|
||||||||||
|
Prior to Change in Accounting Principle
|
|
Effective of Accounting Change
|
|
After Change in Accounting Principle
|
||||||
|
(Millions)
|
||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
||||||
Cost of Sales
|
$
|
7,133
|
|
|
$
|
(7
|
)
|
|
$
|
7,126
|
|
Selling, general, and administrative
|
$
|
590
|
|
|
$
|
(76
|
)
|
|
$
|
514
|
|
Non-service cost pension and other postretirement benefits
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
84
|
|
Other expense
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Prior to Change in Accounting Principle
|
|
Effect of ASU 2016-18
|
|
Effect of ASU 2016-15
|
|
After Change in Accounting Principle
|
||||||||
|
(Millions)
|
||||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
||||||||
Decrease (increase) in receivables
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
(112
|
)
|
|
$
|
(81
|
)
|
Net cash provided by operating activities
|
629
|
|
|
—
|
|
|
(112
|
)
|
|
517
|
|
||||
Change in restricted cash
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
—
|
|
|
112
|
|
|
112
|
|
||||
Net cash used by investing activities
|
(413
|
)
|
|
1
|
|
|
112
|
|
|
(300
|
)
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(32
|
)
|
|
1
|
|
|
—
|
|
|
(31
|
)
|
||||
Cash, cash equivalents and restricted cash, January 1
|
347
|
|
|
2
|
|
|
—
|
|
|
349
|
|
||||
Cash, cash equivalents and restricted cash, December 31
|
$
|
315
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Prior to Change in Accounting Principle
|
|
Effect of ASU 2016-18
|
|
Effect of ASU 2016-15
|
|
After Change in Accounting Principle
|
||||||||
|
(Millions)
|
||||||||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
||||||||
Increase in receivables
|
$
|
(215
|
)
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
|
$
|
(325
|
)
|
Net cash provided by operating activities
|
484
|
|
|
—
|
|
|
(110
|
)
|
|
374
|
|
||||
Change in restricted cash
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
—
|
|
|
110
|
|
|
110
|
|
||||
Net cash used by investing activities
|
(340
|
)
|
|
1
|
|
|
110
|
|
|
(229
|
)
|
||||
Increase in cash, cash equivalents and restricted cash
|
60
|
|
|
1
|
|
|
—
|
|
|
61
|
|
||||
Cash, cash equivalents and restricted cash, January 1
|
287
|
|
|
1
|
|
|
—
|
|
|
288
|
|
||||
Cash, cash equivalents and restricted cash, December 31
|
$
|
347
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
349
|
|
Tenneco shares issued for purchase of Federal-Mogul
|
29,444,846
|
|
|
Tenneco share price at October 1, 2018
|
$
|
41.99
|
|
Fair value of the Stock Consideration
|
1,236
|
|
|
|
|
||
Cash Consideration
(1)
|
811
|
|
|
Repayment of Federal-Mogul debt and accrued interest
(2)
|
1,660
|
|
|
Total consideration
|
$
|
3,707
|
|
|
|
(Millions)
|
||
Cash, cash equivalents and restricted cash
|
$
|
277
|
|
Customer notes and accounts receivable
|
1,258
|
|
|
Other receivables
|
62
|
|
|
Inventories
|
1,551
|
|
|
Prepayments and other current assets
|
198
|
|
|
Property, plant and equipment
|
1,711
|
|
|
Long-term receivables
|
48
|
|
|
Goodwill
|
825
|
|
|
Intangibles
|
1,530
|
|
|
Investments in nonconsolidated affiliates
|
528
|
|
|
Deferred income taxes
|
166
|
|
|
Other assets
|
55
|
|
|
Total assets acquired
|
8,209
|
|
|
|
|
||
Short-term debt, including current maturities of long-term debt
|
130
|
|
|
Accounts payable
|
957
|
|
|
Accrued compensation and employee benefits
|
231
|
|
|
Accrued income taxes
|
49
|
|
|
Accrued expenses and other current liabilities
|
522
|
|
|
Long-term debt
|
1,315
|
|
|
Deferred income taxes
|
56
|
|
|
Pension and postretirement benefits
|
879
|
|
|
Deferred credits and other liabilities
|
124
|
|
|
Total liabilities assumed
|
4,263
|
|
|
|
|
||
Redeemable noncontrolling interests
|
96
|
|
|
Noncontrolling interests
|
143
|
|
|
Net assets and noncontrolling interests acquired
|
$
|
3,707
|
|
|
Estimated Fair Value
|
|
Weighted-Average Useful Lives
|
||
|
(Millions)
|
|
|
||
Definite-lived intangible assets:
|
|
|
|
||
Customer platforms and relationships
|
$
|
964
|
|
|
10 years
|
Technology rights
|
69
|
|
|
10 years
|
|
Packaged kits know-how
|
36
|
|
|
10 years
|
|
Licensing agreements
|
66
|
|
|
4.5 years
|
|
Land use rights
|
30
|
|
|
42.8 years
|
|
Total definite-lived intangible assets
|
1,165
|
|
|
10.5 years
|
|
|
|
|
|
||
Indefinite-lived intangible assets:
|
|
|
|
||
Trade names and trademarks
|
365
|
|
|
|
|
Total
|
$
|
1,530
|
|
|
|
|
For the Year Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except per share amounts)
|
||||||
Net sales and operating revenues
|
$
|
17,860
|
|
|
$
|
17,153
|
|
Earnings before income taxes and noncontrolling interests
|
$
|
488
|
|
|
$
|
235
|
|
Net income attributable to Tenneco Inc.
|
$
|
275
|
|
|
$
|
372
|
|
Basic earnings per share of common stock
|
$
|
3.41
|
|
|
$
|
4.52
|
|
Diluted earnings per share of common stock
|
$
|
3.40
|
|
|
$
|
4.51
|
|
|
December 31
|
||
|
2018
|
||
|
(Millions)
|
||
Assets
|
|
||
Inventories
|
$
|
33
|
|
Other current assets
|
5
|
|
|
Long-lived assets
|
23
|
|
|
Total assets held for sale
|
$
|
61
|
|
Liabilities
|
|
||
Accounts payable
|
$
|
21
|
|
Accrued liabilities
|
7
|
|
|
Other liabilities
|
11
|
|
|
Total liabilities held for sale
|
$
|
39
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Clean Air
|
$
|
14
|
|
|
$
|
23
|
|
|
$
|
6
|
|
Ride Performance
|
48
|
|
|
16
|
|
|
13
|
|
|||
Aftermarket
|
16
|
|
|
7
|
|
|
9
|
|
|||
Powertrain
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Motorparts
|
31
|
|
|
—
|
|
|
—
|
|
|||
Other
|
5
|
|
|
1
|
|
|
2
|
|
|||
|
$
|
112
|
|
|
$
|
47
|
|
|
$
|
30
|
|
These amounts are classified in the consolidated statements of income as follows:
|
|
|
|||||||||
Cost of sales
|
$
|
66
|
|
|
$
|
41
|
|
|
$
|
17
|
|
Engineering, research, and development
|
4
|
|
|
—
|
|
|
1
|
|
|||
Selling, general, and administrative
|
40
|
|
|
6
|
|
|
12
|
|
|||
Other expense
|
2
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
112
|
|
|
$
|
47
|
|
|
$
|
30
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Clean Air
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Ride Performance
|
6
|
|
|
1
|
|
|
2
|
|
|||
Aftermarket
|
—
|
|
|
—
|
|
|
3
|
|
|||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
6
|
|
These amounts are classified in the consolidated statements of income as follows:
|
|
|
|||||||||
Cost of sales
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general, and administrative
|
2
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
3
|
|
|
3
|
|
|
4
|
|
|||
Other expense
|
—
|
|
|
—
|
|
|
2
|
|
|||
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
6
|
|
•
|
The Company incurred
$25 million
in restructuring and related costs, related to the accelerated move of the Beijing Ride Performance plant. The Company anticipates the move out of its Beijing plant will be completed by the first quarter of 2019.
|
•
|
The Company incurred $
10 million
in restructuring charges related to headcount reductions at a Clean Air manufacturing plant in Germany.
|
•
|
In October, 2018, the Company announced a plan to close its ride performance plants in Owen Sound, Ontario and Hartwell, Georgia as part of an initiative to realign its manufacturing footprint to enhance operational efficiency and respond to changing market conditions and capacity requirements. The Company expects to complete the closure of the two facilities near the end of the second quarter of 2020. The Company recorded charges of
$24 million
in 2018, including asset write-downs of
$6 million
. The charges included severance payments to employees, the cost of decommissioning equipment, and other costs associated with this action.
|
•
|
The Company incurred a
$45 million
charge related to a restructuring plan designed to achieve a portion of the synergies the Company anticipates achieving in connection with the acquisition of Federal-Mogul. Pursuant to the plan, the Company will reduce its headcount globally across all segments. The Company began implementing headcount reductions in January 2019 and these actions will continue through 2019. The Company's acquisition of Federal-Mogul is discussed further in Note 3, Acquisitions and Divestitures.
|
•
|
The Company incurred an additional
$16 million
in restructuring and related costs, including asset write-downs of $
2
million, for cost improvement initiatives at various other operations around the world.
|
•
|
On June 29, 2017, the Company announced a restructuring initiative to close its Clean Air manufacturing plant in O'Sullivan Beach, Australia and downsize its Ride Performance plant in Clovelly Park, Australia when General Motors and Toyota ended vehicle production in the country in October 2017. All such restructuring activities related to this initiative were completed in 2018. The Company recorded total charges related to this initiative of
$21 million
in 2017 including asset write-downs of
$2 million
. The charges included severance payments to employees, the cost of decommissioning equipment, a lease termination payment and other costs associated with this action.
|
•
|
In the fourth quarter of 2017, the Company began to accelerate a required move of its Beijing Ride Performance plant outside of Beijing area. The Company incurred
$6 million
of restructuring and related costs due to this relocation.
|
•
|
The Company recognized a
$10 million
charge, including asset write-downs of
$1 million
, related to the planned closing of its Clean Air plant in Ghent, Belgium due to the scheduled end of production on a customer platform in 2020.
|
•
|
The Company incurred an additional
$13 million
in restructuring and related costs for cost improvement initiatives at various other operations around the world.
|
|
Reportable Segments
|
|
|
|
|
||||||||||||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total Reportable Segments
|
|
Other
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
2
|
|
|
$
|
24
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
Provisions
|
6
|
|
|
13
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
2
|
|
|
30
|
|
||||||||
Payments
|
(6
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(1
|
)
|
|
(45
|
)
|
||||||||
Balance at December 31, 2016
|
2
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
1
|
|
|
15
|
|
||||||||
Provisions
|
23
|
|
|
16
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
1
|
|
|
47
|
|
||||||||
Payments
|
(12
|
)
|
|
(16
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(2
|
)
|
|
(39
|
)
|
||||||||
Foreign currency
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Balance at December 31, 2017
|
14
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||||
Federal-Mogul Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
15
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Provisions
|
14
|
|
|
48
|
|
|
16
|
|
|
1
|
|
|
31
|
|
|
110
|
|
|
5
|
|
|
115
|
|
||||||||
Held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Revisions to estimates
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Payments
|
(10
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(66
|
)
|
|
(2
|
)
|
|
(68
|
)
|
||||||||
Foreign currency
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Balance at December 31, 2018
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
8
|
|
|
$
|
15
|
|
|
$
|
40
|
|
|
$
|
100
|
|
|
$
|
3
|
|
|
$
|
103
|
|
|
Employee Costs
|
|
Facility Closure and Other Costs
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
Balance at December 31, 2015
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
30
|
|
Provisions
|
19
|
|
|
11
|
|
|
30
|
|
|||
Revisions to estimates
|
(15
|
)
|
|
15
|
|
|
—
|
|
|||
Payments
|
(16
|
)
|
|
(29
|
)
|
|
(45
|
)
|
|||
Balance at December 31, 2016
|
8
|
|
|
7
|
|
|
15
|
|
|||
Provisions
|
31
|
|
|
16
|
|
|
47
|
|
|||
Payments
|
(22
|
)
|
|
(17
|
)
|
|
(39
|
)
|
|||
Foreign currency
|
2
|
|
|
—
|
|
|
2
|
|
|||
Balance at December 31, 2017
|
19
|
|
|
6
|
|
|
25
|
|
|||
Federal-Mogul Acquisition
|
37
|
|
|
—
|
|
|
37
|
|
|||
Provisions
|
90
|
|
|
25
|
|
|
115
|
|
|||
Held for sale
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Revisions to estimates
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Payments
|
(41
|
)
|
|
(27
|
)
|
|
(68
|
)
|
|||
Foreign currency
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance at December 31, 2018
|
$
|
98
|
|
|
$
|
5
|
|
|
$
|
103
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Finished goods
|
$
|
1,116
|
|
|
$
|
300
|
|
Work in process
|
562
|
|
|
268
|
|
||
Raw materials
|
457
|
|
|
178
|
|
||
Materials and supplies
|
110
|
|
|
74
|
|
||
Total inventories
|
$
|
2,245
|
|
|
$
|
820
|
|
|
December 31
|
|
Useful Life
|
||||||
|
2018
|
|
2017
|
|
|||||
|
(Millions)
|
|
|
||||||
Land
|
$
|
293
|
|
|
$
|
20
|
|
|
—
|
Buildings and improvements
|
1,023
|
|
|
615
|
|
|
10 to 50 years
|
||
Machinery, equipment and tooling
|
4,041
|
|
|
2,992
|
|
|
3 to 25 years
|
||
Capitalized software
|
378
|
|
|
346
|
|
|
3 to 12 years
|
||
Other, including construction in progress
|
568
|
|
|
396
|
|
|
—
|
||
Property, plant and equipment
,
cost
|
6,303
|
|
|
4,369
|
|
|
|
||
Less: Accumulated depreciation and amortization
|
(2,802
|
)
|
|
(2,678
|
)
|
|
|
||
Property, plant and equipment
,
net
|
$
|
3,501
|
|
|
$
|
1,691
|
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Clean Air Segment
|
|
Ride Performance Segment
|
|
Aftermarket Segment
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Gross carrying amount, January 1
|
$
|
23
|
|
|
$
|
156
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408
|
|
Acquisition of Federal-Mogul
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
437
|
|
|
825
|
|
||||||
Currency translation
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Gross carrying amount, December 31
|
22
|
|
|
155
|
|
|
229
|
|
|
388
|
|
|
437
|
|
|
1,231
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated impairment loss, January 1
|
$
|
—
|
|
|
$
|
(140
|
)
|
|
$
|
(219
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(359
|
)
|
Impairment
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated impairment loss, December 31
|
—
|
|
|
(143
|
)
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net carrying value, December 31
|
$
|
22
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
388
|
|
|
$
|
437
|
|
|
$
|
869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||
|
Clean Air Segment
|
|
Ride Performance Segment
|
|
Aftermarket Segment
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Gross carrying amount, January 1
|
$
|
21
|
|
|
$
|
155
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
405
|
|
Currency translation
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Gross carrying amount, December 31
|
23
|
|
|
156
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
408
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated impairment loss, January 1
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
(215
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(348
|
)
|
Impairment
|
—
|
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated impairment loss, December 31
|
—
|
|
|
(140
|
)
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net carrying value, December 31
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Useful Lives
|
Gross Carrying
Value |
|
Accumulated
Amortization |
|
Net Carrying
Value |
|
Gross Carrying
Value |
|
Accumulated
Amortization |
|
Net Carrying
Value |
||||||||||||
|
|
(Millions)
|
||||||||||||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships and platforms
|
10 years
|
$
|
964
|
|
|
$
|
(24
|
)
|
|
$
|
940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Customer contract
|
10 years
|
8
|
|
|
(5
|
)
|
|
3
|
|
|
8
|
|
|
(5
|
)
|
|
3
|
|
||||||
Patents
|
10 to 17 years
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||||
Technology rights
|
10 to 30 years
|
98
|
|
|
(27
|
)
|
|
71
|
|
|
29
|
|
|
(23
|
)
|
|
6
|
|
||||||
Packaged kits know-how
|
10 years
|
36
|
|
|
(1
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Licensing agreements
|
3 to 5 years
|
66
|
|
|
(3
|
)
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Land use rights
|
28 to 46 years
|
44
|
|
|
(2
|
)
|
|
42
|
|
|
15
|
|
|
(2
|
)
|
|
13
|
|
||||||
|
|
1,217
|
|
|
(63
|
)
|
|
1,154
|
|
|
53
|
|
|
(31
|
)
|
|
22
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names and trademarks
|
|
365
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
1,582
|
|
|
$
|
(63
|
)
|
|
$
|
1,519
|
|
|
$
|
53
|
|
|
$
|
(31
|
)
|
|
$
|
22
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and thereafter
|
|
Total
|
||||||||||||||
|
|
(Millions)
|
|
|
||||||||||||||||||||||||
Expected Amortization Expense
|
|
$
|
124
|
|
|
$
|
125
|
|
|
$
|
124
|
|
|
$
|
119
|
|
|
$
|
116
|
|
|
$
|
546
|
|
|
$
|
1,154
|
|
|
Year Ended December 31
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Futaba Tenneco U.K. Ltd. (UK)
|
—
|
%
|
|
—
|
%
|
|
49.0
|
%
|
Montagewerk Abgastechnik Emden GmbH (Germany)
|
50.0
|
%
|
|
50.0
|
%
|
|
50.0
|
%
|
|
Year Ended December 31
|
|
|
2018
|
|
Anqing TP Goetze Piston Ring Company Limited (China)
|
35.7
|
%
|
Anqing TP Powder Metallurgy Co., Ltd (China)
|
20.0
|
%
|
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)
|
50.0
|
%
|
Farloc Argentina SAIC Y F (Argentina)
|
23.9
|
%
|
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)
|
50.0
|
%
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)
|
25.0
|
%
|
Federal-Mogul TP Liners, Inc. (USA)
|
46.0
|
%
|
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)
|
49.0
|
%
|
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)
|
19.9
|
%
|
KB Autosys Co., Ltd. (Korea)
|
33.6
|
%
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Equity earnings (losses) of nonconsolidated affiliates, net of tax
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Cash dividends received from nonconsolidated affiliates
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Statements of Income
|
Otomotiv A.S.
|
|
Anqing TP Goetze
|
|
Other
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Sales
|
$
|
92
|
|
|
$
|
41
|
|
|
$
|
137
|
|
|
$
|
270
|
|
Gross profit
|
$
|
23
|
|
|
$
|
13
|
|
|
$
|
33
|
|
|
$
|
69
|
|
Income from continuing operations
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
49
|
|
Net income
|
$
|
22
|
|
|
$
|
12
|
|
|
$
|
8
|
|
|
$
|
42
|
|
Balance Sheets
|
Otomotiv A.S.
|
|
Anqing TP Goetze
|
|
Other
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Current assets
|
$
|
129
|
|
|
$
|
164
|
|
|
$
|
249
|
|
|
$
|
542
|
|
Noncurrent assets
|
$
|
300
|
|
|
$
|
132
|
|
|
$
|
200
|
|
|
$
|
632
|
|
Current liabilities
|
$
|
70
|
|
|
$
|
40
|
|
|
$
|
131
|
|
|
$
|
241
|
|
Noncurrent liabilities
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
93
|
|
|
|
Notional Amount
in Foreign Currency |
|
|
|
(Millions)
|
|
Canadian dollars
|
—Sell
|
(2
|
)
|
European euro
|
—Purchase
|
1
|
|
|
—Sell
|
(8
|
)
|
Polish zloty
|
—Purchase
|
35
|
|
Mexican pesos
|
—Purchase
|
211
|
|
U.S. dollars
|
—Purchase
|
2
|
|
|
—Sell
|
(11
|
)
|
|
|
|
|
Carrying Value
|
|
|
|
|
December 31
|
|
|
Balance sheets classification
|
|
2018
|
|
|
|
|
(Millions)
|
Commodity price hedge contracts designated as cash flow hedges
|
|
Accrued expenses and other current liabilities
|
|
$(2)
|
Foreign currency borrowings designated as net investment hedges
|
|
Long-term debt
|
|
$863
|
|
Amount of gain (loss) recognized in accumulated OCI or OCL (effective portion)
|
|
December 31
|
|
2018
|
|
(Millions)
|
Foreign currency borrowings designated as net investment hedges
|
$(3)
|
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 the Company's own assumptions.
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair value
hierarchy |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Derivative instruments:
|
|
|
(Millions)
|
||||||||||||||
Equity swap agreement
|
Level 2
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Commodity contracts
|
Level 2
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair value
hierarchy |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Long-term debt (including current maturities):
|
|
|
(Millions)
|
||||||||||||||
Term loans and senior notes
|
Level 2
|
|
$
|
5,307
|
|
|
$
|
5,218
|
|
|
$
|
1,346
|
|
|
$
|
1,383
|
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Principal
|
|
Carrying Amount
(1)
|
|
Effective Interest Rate
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Effective Interest Rate
|
||||||||||
|
(Millions)
|
|
|
||||||||||||||||||
Credit Facilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolver Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Due 2023
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
244
|
|
|
$
|
244
|
|
|
|
|
Term Loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIBOR plus 1.75% Term Loan A due 2019 through 2023
(2)
|
1,700
|
|
|
1,691
|
|
|
6.160
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
LIBOR plus 2.75% Term Loan B due 2019 through 2025
(3)
|
1,700
|
|
|
1,629
|
|
|
8.880
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Senior Tranche A Term Loan
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
388
|
|
|
2.900
|
%
|
||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$225 million of 5.375% Senior Notes due 2024
(4)
|
225
|
|
|
222
|
|
|
5.609
|
%
|
|
225
|
|
|
222
|
|
|
5.609
|
%
|
||||
$500 million of 5.000% Senior Notes due 2026
(5)
|
500
|
|
|
493
|
|
|
5.219
|
%
|
|
500
|
|
|
492
|
|
|
5.219
|
%
|
||||
Senior Secured Notes
(9)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
€415 million 4.875% Euro Fixed Rate Notes due 2022
(6)
|
476
|
|
|
496
|
|
|
3.599
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024
(7)
|
344
|
|
|
349
|
|
|
4.620
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
€350 million of 5.000% Euro Fixed Rate Notes due 2024
(8)
|
401
|
|
|
427
|
|
|
3.823
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Debt, primarily foreign instruments
|
108
|
|
|
106
|
|
|
|
|
17
|
|
|
15
|
|
|
|
||||||
|
|
|
5,413
|
|
|
|
|
|
|
1,361
|
|
|
|
||||||||
Less — maturities classified as current
|
|
|
73
|
|
|
|
|
|
|
3
|
|
|
|
||||||||
Total long-term debt
|
|
|
$
|
5,340
|
|
|
|
|
|
|
$
|
1,358
|
|
|
|
|
Aggregate Maturities
|
||
|
(Millions)
|
||
2019
|
$
|
175
|
|
2020
|
$
|
114
|
|
2021
|
$
|
154
|
|
2022
|
$
|
692
|
|
2023
|
$
|
1,249
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Millions)
|
||||||||||
Amortization of debt issuance fees
|
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
At December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Maturities classified as current
|
$
|
73
|
|
|
$
|
3
|
|
Short-term borrowings
(a)
|
66
|
|
|
80
|
|
||
Bank overdrafts
|
14
|
|
|
20
|
|
||
Total short-term debt
|
$
|
153
|
|
|
$
|
103
|
|
Weighted average interest rate on outstanding short-term borrowings at end of year
|
4.4
|
%
|
|
2.9
|
%
|
(a)
|
Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.
|
|
Committed Credit Facilities
(a)
as of December 31, 2018
|
||||||||||||||||
|
Term
|
|
Commitments
|
|
Borrowings
|
|
Letters of
Credit (b) |
|
Available
|
||||||||
|
(Millions)
|
||||||||||||||||
Tenneco Inc. revolving credit agreement
|
2023
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
1,476
|
|
Tenneco Inc. Term Loan A
|
2023
|
|
1,700
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
||||
Tenneco Inc. Term Loan B
|
2025
|
|
1,700
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
||||
Subsidiaries’ credit agreements
|
2018-2028
|
|
154
|
|
|
51
|
|
|
3
|
|
|
100
|
|
||||
|
|
|
$
|
5,054
|
|
|
$
|
3,451
|
|
|
$
|
27
|
|
|
$
|
1,576
|
|
(a)
|
The Company generally is required to pay commitment fees on the unused portion of the total commitment.
|
(b)
|
Letters of credit reduce the available borrowings under the revolving credit agreement.
|
|
|
As of December 31
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Millions)
|
||||||
Borrowings on securitization programs
|
|
$
|
6
|
|
|
$
|
30
|
|
|
As of December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Accounts receivable outstanding and derecognized
|
$
|
1,011
|
|
|
$
|
406
|
|
Deferred purchase price receivable
|
$
|
154
|
|
|
$
|
114
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Proceeds from factoring qualifying as sales
|
$
|
3,390
|
|
|
$
|
1,984
|
|
|
$
|
1,770
|
|
Loss on sale of receivables
|
$
|
16
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Accrued rebates
|
$
|
189
|
|
|
$
|
68
|
|
Product return reserves
|
95
|
|
|
16
|
|
||
Restructuring liabilities
|
91
|
|
|
16
|
|
||
Legal reserves
|
71
|
|
|
88
|
|
||
Non-income tax payable
|
67
|
|
|
52
|
|
||
Pension and postretirement benefits liability
|
50
|
|
|
14
|
|
||
Accrued freight
|
48
|
|
|
26
|
|
||
Liabilities held for sale
|
39
|
|
|
—
|
|
||
Accrued warranty
|
39
|
|
|
23
|
|
||
Accrued interest
|
33
|
|
|
14
|
|
||
Accrued professional services
|
31
|
|
|
8
|
|
||
Environmental reserve
|
12
|
|
|
2
|
|
||
Other
|
236
|
|
|
97
|
|
||
|
$
|
1,001
|
|
|
$
|
424
|
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation, beginning of year
|
$
|
263
|
|
|
$
|
272
|
|
|
$
|
471
|
|
|
$
|
438
|
|
|
$
|
151
|
|
|
$
|
143
|
|
Federal-Mogul acquisition
|
1,064
|
|
|
—
|
|
|
545
|
|
|
—
|
|
|
263
|
|
|
—
|
|
||||||
Service cost
|
1
|
|
|
1
|
|
|
13
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
21
|
|
|
10
|
|
|
15
|
|
|
13
|
|
|
8
|
|
|
5
|
|
||||||
Settlement
|
(1
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Administrative expenses/taxes paid
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
||||||
Actuarial (gain)/loss
|
(12
|
)
|
|
10
|
|
|
(16
|
)
|
|
(9
|
)
|
|
(24
|
)
|
|
12
|
|
||||||
Benefits paid
|
(34
|
)
|
|
(23
|
)
|
|
(22
|
)
|
|
(18
|
)
|
|
(15
|
)
|
|
(10
|
)
|
||||||
Medicare subsidies received
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Held for sale
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Currency rate conversion and other
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
42
|
|
|
4
|
|
|
1
|
|
||||||
Benefit obligation, end of year
|
1,302
|
|
|
263
|
|
|
946
|
|
|
471
|
|
|
322
|
|
|
151
|
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
202
|
|
|
192
|
|
|
438
|
|
|
369
|
|
|
—
|
|
|
—
|
|
||||||
Federal-Mogul acquisition
|
943
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
(1
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
(122
|
)
|
|
22
|
|
|
(1
|
)
|
|
42
|
|
|
—
|
|
|
—
|
|
||||||
Administrative expenses/taxes paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
6
|
|
|
18
|
|
|
21
|
|
|
14
|
|
|
13
|
|
|
10
|
|
||||||
Medicare subsidies received
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||
Benefits paid
|
(33
|
)
|
|
(23
|
)
|
|
(25
|
)
|
|
(18
|
)
|
|
(15
|
)
|
|
(10
|
)
|
||||||
Held for sale
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Currency rate conversion and other
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets, end of year
|
995
|
|
|
202
|
|
|
466
|
|
|
438
|
|
|
—
|
|
|
—
|
|
||||||
Funded status of the plans
|
$
|
(307
|
)
|
|
$
|
(61
|
)
|
|
$
|
(480
|
)
|
|
$
|
(33
|
)
|
|
$
|
(322
|
)
|
|
$
|
(151
|
)
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5
|
)
|
|
(2
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|
(28
|
)
|
|
(9
|
)
|
||||||
Noncurrent liabilities
(a)
|
(302
|
)
|
|
(59
|
)
|
|
(496
|
)
|
|
(58
|
)
|
|
(294
|
)
|
|
(142
|
)
|
||||||
|
$
|
(307
|
)
|
|
$
|
(61
|
)
|
|
$
|
(480
|
)
|
|
$
|
(33
|
)
|
|
$
|
(322
|
)
|
|
$
|
(151
|
)
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Actuarial loss
|
$
|
255
|
|
|
$
|
130
|
|
|
$
|
80
|
|
|
$
|
91
|
|
|
$
|
31
|
|
|
$
|
51
|
|
Prior service cost/(credit)
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
(73
|
)
|
|
—
|
|
||||||
Total
|
$
|
255
|
|
|
$
|
130
|
|
|
$
|
84
|
|
|
$
|
94
|
|
|
$
|
(42
|
)
|
|
$
|
51
|
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
|||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Projected benefit obligation
|
$
|
1,302
|
|
|
$
|
652
|
|
|
$
|
263
|
|
|
$
|
130
|
|
|
$
|
322
|
|
|
$
|
151
|
|
Fair value of plan assets
|
$
|
995
|
|
|
$
|
138
|
|
|
$
|
202
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
|
(Millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
1,302
|
|
|
$
|
620
|
|
|
$
|
263
|
|
|
$
|
117
|
|
Accumulated benefit obligation
|
$
|
1,302
|
|
|
$
|
606
|
|
|
$
|
263
|
|
|
$
|
112
|
|
Fair value of plan assets
|
$
|
995
|
|
|
$
|
111
|
|
|
$
|
202
|
|
|
$
|
56
|
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
|||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
21
|
|
|
10
|
|
|
15
|
|
|
15
|
|
|
13
|
|
|
14
|
|
|
8
|
|
|
5
|
|
|
6
|
|
|||||||||
Expected return on plan assets
|
(28
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|
(25
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
1
|
|
|
8
|
|
|
72
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial loss
|
5
|
|
|
5
|
|
|
8
|
|
|
6
|
|
|
9
|
|
|
7
|
|
|
5
|
|
|
4
|
|
|
5
|
|
|||||||||
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Net periodic costs
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
73
|
|
|
$
|
21
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
|||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Weighted-average assumptions used to determine benefit obligations:
|
|
|||||||||||||||||||||||||
Discount rate
|
4.2
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
|
2.6
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
|
4.3
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
Rate of compensation increase
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
—
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|||||||||||||||||||||||||
Discount rate
|
4.1
|
%
|
|
4.2
|
%
|
|
4.3
|
%
|
|
2.4
|
%
|
|
2.8
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
|
4.2
|
%
|
|
4.3
|
%
|
Expected long-term return on plan assets
|
6.0
|
%
|
|
7.8
|
%
|
|
7.6
|
%
|
|
4.2
|
%
|
|
5.2
|
%
|
|
5.7
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2.9
|
%
|
|
2.5
|
%
|
|
2.7
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2019
|
||||||||||
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||
|
U.S.
|
|
Non-U.S
|
|
|||||||
|
(Millions)
|
||||||||||
Net actuarial loss
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
Prior service cost
|
—
|
|
|
1
|
|
|
(8
|
)
|
|||
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
Pension Plans
|
|
Other Postretirement Benefits Plans
|
||||||||
Year
|
U.S.
|
|
Non-U.S.
|
|
|||||||
|
(Millions)
|
||||||||||
2019
|
$
|
100
|
|
|
$
|
43
|
|
|
$
|
28
|
|
2020
|
$
|
99
|
|
|
$
|
44
|
|
|
$
|
28
|
|
2021
|
$
|
99
|
|
|
$
|
43
|
|
|
$
|
27
|
|
2022
|
$
|
101
|
|
|
$
|
45
|
|
|
$
|
26
|
|
2023
|
$
|
100
|
|
|
$
|
49
|
|
|
$
|
26
|
|
2024-2028
|
$
|
442
|
|
|
$
|
243
|
|
|
$
|
113
|
|
|
Other Postretirement Benefits Plans
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Initial health care cost trend rate
|
6.9
|
%
|
|
6.8
|
%
|
|
7.0
|
%
|
Ultimate health care cost trend rate
|
4.9
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
Year ultimate health care cost trend rate reached
|
2027
|
|
|
2027
|
|
|
2026
|
|
|
Total Service and Interest Cost
|
|
Postretirement Benefits Obligation
|
||||
|
(Millions)
|
||||||
100 basis point ("bp") increase in health care cost trend rate
|
$
|
1
|
|
|
$
|
23
|
|
100 bp decrease in health care cost trend rate
|
$
|
(1
|
)
|
|
$
|
(20
|
)
|
|
Percentage of Fair Market Value
|
||||
|
December 31, 2018
|
||||
|
U.S.
|
|
Non-U.S.
|
||
Equity securities
|
62
|
%
|
|
32
|
%
|
Fixed income securities
|
17
|
%
|
|
5
|
%
|
Debt securities
|
11
|
%
|
|
43
|
%
|
Insurance contracts
|
—
|
%
|
|
15
|
%
|
Other
|
10
|
%
|
|
5
|
%
|
|
Fair Value Level as of December 31, 2018
|
||||||||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
||||||||||||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Investments with registered investment companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Fixed income securities
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||||||
Real estate and other
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity securities
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
14
|
|
|
55
|
|
|
—
|
|
|
69
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate and other
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||||
Government
|
12
|
|
|
21
|
|
|
—
|
|
|
33
|
|
|
2
|
|
|
147
|
|
|
—
|
|
|
149
|
|
||||||||
Real Estate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||||||
Hedge funds
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash and equivalents
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||||
Total
|
$
|
770
|
|
|
$
|
39
|
|
|
$
|
28
|
|
|
$
|
837
|
|
|
$
|
64
|
|
|
$
|
206
|
|
|
$
|
71
|
|
|
$
|
341
|
|
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
|
|
|
|
|
|
$
|
104
|
|
|
|
|
|
|
|
|
$
|
81
|
|
||||||||||||
Government debt securities
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
30
|
|
||||||||||||||
Corporate and other debt securities
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
14
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
158
|
|
|
|
|
|
|
|
|
125
|
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
995
|
|
|
|
|
|
|
|
|
$
|
466
|
|
|
Fair Value Level as of December 31, 2017
|
||||||||||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
||||||||||||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Equity securities
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
117
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
16
|
|
|
—
|
|
|
22
|
|
||||||||
Government
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
112
|
|
|
—
|
|
|
114
|
|
||||||||
Real Estate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
7
|
|
||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
9
|
|
|
25
|
|
||||||||
Cash and equivalents
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
||||||||
Total
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
34
|
|
|
$
|
252
|
|
|
$
|
9
|
|
|
$
|
295
|
|
Plan assets measured at net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
|
|
|
|
|
|
$
|
120
|
|
|
|
|
|
|
|
|
$
|
97
|
|
||||||||||||
Government debt securities
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
32
|
|
||||||||||||||
Corporate and other debt securities
|
|
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
14
|
|
||||||||||||||
Total plan assets measured at net asset value
|
|
|
|
|
|
|
179
|
|
|
|
|
|
|
|
|
143
|
|
||||||||||||||
Net plan assets
|
|
|
|
|
|
|
$
|
202
|
|
|
|
|
|
|
|
|
$
|
438
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Level 3 Assets
|
|
Level 3 Assets
|
||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||
Balance at December 31 of the previous year
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Federal-Mogul acquisition
|
30
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Net realized/unrealized gains (loss)
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Purchases and settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers into (out) of Level 3
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Held for sale
|
—
|
|
|
(10
|
)
|
|
|
|
|
||||||
Foreign currency exchange rate movements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending Balance at December 31
|
$
|
28
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Asset Category
|
Fair Value Level
|
|
Value
|
|
Percentage of
Total Assets |
||||
|
(Millions)
|
||||||||
2018:
|
|
|
|
|
|
||||
Tenneco stock
|
1
|
|
|
$
|
10
|
|
|
0.7
|
%
|
2017:
|
|
|
|
|
|
||||
Tenneco stock
|
1
|
|
|
$
|
21
|
|
|
3.3
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
U.S. income earnings (loss) before income taxes
|
$
|
(138
|
)
|
|
$
|
(28
|
)
|
|
$
|
52
|
|
Foreign earnings (loss) before income taxes
|
312
|
|
|
364
|
|
|
359
|
|
|||
Earnings (loss) before income taxes and noncontrolling interests
|
$
|
174
|
|
|
$
|
336
|
|
|
$
|
411
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Current —
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
8
|
|
|
$
|
(23
|
)
|
|
$
|
(9
|
)
|
State and local
|
1
|
|
|
1
|
|
|
4
|
|
|||
Foreign
|
119
|
|
|
101
|
|
|
85
|
|
|||
|
128
|
|
|
79
|
|
|
80
|
|
|||
Deferred —
|
|
|
|
|
|
||||||
U.S. federal
|
(35
|
)
|
|
16
|
|
|
(95
|
)
|
|||
State and local
|
(5
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Foreign
|
(25
|
)
|
|
(21
|
)
|
|
12
|
|
|||
|
(65
|
)
|
|
(8
|
)
|
|
(84
|
)
|
|||
Income tax expense (benefit)
|
$
|
63
|
|
|
$
|
71
|
|
|
$
|
(4
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Income tax expense computed at the statutory U.S. federal income tax rate
|
$
|
37
|
|
|
$
|
117
|
|
|
$
|
144
|
|
Increases (reductions) in income tax expense resulting from:
|
|
|
|
|
|
||||||
Foreign income taxed at different rates
|
19
|
|
|
(48
|
)
|
|
(42
|
)
|
|||
Transition Tax under Tax Cuts and Jobs Act ("TCJA")
|
11
|
|
|
43
|
|
|
—
|
|
|||
Re-measurement of Worldwide Deferred Taxes
|
—
|
|
|
53
|
|
|
—
|
|
|||
State and local taxes on income, net of U.S. federal income tax benefit
|
(6
|
)
|
|
(2
|
)
|
|
3
|
|
|||
Changes in valuation allowance for tax loss carryforwards and credits
|
—
|
|
|
(1
|
)
|
|
18
|
|
|||
Investment and R&D tax credits
|
(12
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Foreign earnings subject to U.S. federal income tax
|
9
|
|
|
(74
|
)
|
|
(101
|
)
|
|||
Tax contingencies
|
1
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Other
|
4
|
|
|
(10
|
)
|
|
(13
|
)
|
|||
Income tax expense (benefit)
|
$
|
63
|
|
|
$
|
71
|
|
|
$
|
(4
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Deferred tax assets —
|
|
|
|
||||
Tax loss carryforwards:
|
|
|
|
||||
State
|
$
|
18
|
|
|
$
|
19
|
|
Foreign
|
364
|
|
|
114
|
|
||
Tax credits
|
159
|
|
|
118
|
|
||
Postretirement benefits other than pensions
|
21
|
|
|
37
|
|
||
Pensions
|
158
|
|
|
24
|
|
||
Payroll accruals
|
24
|
|
|
18
|
|
||
Book over tax depreciation
|
68
|
|
|
(45
|
)
|
||
Other accruals
|
163
|
|
|
80
|
|
||
Valuation allowance
|
(514
|
)
|
|
(163
|
)
|
||
Total deferred tax assets
|
461
|
|
|
202
|
|
||
Deferred tax liabilities —
|
|
|
|
||||
Amortization of intangibles
|
82
|
|
|
—
|
|
||
Total deferred tax liabilities
|
82
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
379
|
|
|
$
|
202
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Consolidated Balance Sheets:
|
|
|
|
||||
Non-current portion — deferred tax asset
|
$
|
467
|
|
|
$
|
213
|
|
Non-current portion — deferred tax liability
|
(88
|
)
|
|
(11
|
)
|
||
Net deferred tax assets
|
$
|
379
|
|
|
$
|
202
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Uncertain tax positions —
|
|
|
|
|
|
||||||
Balance January 1
|
$
|
112
|
|
|
$
|
111
|
|
|
$
|
123
|
|
Gross increases in tax positions due to acquisition
|
110
|
|
|
—
|
|
|
—
|
|
|||
Gross increases in tax positions in current period
|
8
|
|
|
6
|
|
|
6
|
|
|||
Gross increases in tax positions in prior period
|
7
|
|
|
2
|
|
|
2
|
|
|||
Gross decreases in tax positions in prior period
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Gross decreases — settlements
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Gross decreases — statute of limitations expired
|
(10
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|||
Balance December 31
|
$
|
224
|
|
|
$
|
112
|
|
|
$
|
111
|
|
|
(Millions)
|
||
2019
|
$
|
120
|
|
2020
|
100
|
|
|
2021
|
86
|
|
|
2022
|
68
|
|
|
2023
|
56
|
|
|
Beyond 2023
|
53
|
|
|
Total minimum lease payments
|
$
|
483
|
|
|
December 31
|
||
|
2018
|
||
|
(Millions)
|
||
Accrued expenses and other current liabilities
|
$
|
3
|
|
Deferred credits and other liabilities
|
12
|
|
|
|
$
|
15
|
|
|
December 31
|
||
|
2018
|
||
|
(Millions)
|
||
Balance as of December 31, 2017
|
$
|
—
|
|
Acquisition of Federal-Mogul
|
12
|
|
|
Liabilities incurred
|
3
|
|
|
Liabilities settled/adjustments
|
—
|
|
|
Balance as of December 31, 2018
|
$
|
15
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
Beginning balance
|
$
|
32
|
|
|
$
|
27
|
|
|
$
|
23
|
|
Acquisition of Federal-Mogul
|
17
|
|
|
—
|
|
|
—
|
|
|||
Accruals related to product warranties
|
14
|
|
|
15
|
|
|
19
|
|
|||
Reductions for payments made
|
(18
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Ending balance
|
$
|
45
|
|
|
$
|
32
|
|
|
$
|
27
|
|
|
Year Ended December 31, 2018
|
|||||||||||
|
Shares
Under Option |
|
Weighted Avg.
Exercise Prices |
|
Weighted Avg.
Remaining Life in Years |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
|
(Millions)
|
|||||
Options outstanding, January 1, 2018
|
318,016
|
|
|
$
|
46.18
|
|
|
2.3
|
|
$
|
5
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(21,823
|
)
|
|
29.79
|
|
|
|
|
|
|||
Forfeited/expired
|
(2,196
|
)
|
|
55.50
|
|
|
|
|
|
|||
Options outstanding, December 31, 2018
|
293,997
|
|
|
46.89
|
|
|
1.4
|
|
$
|
—
|
|
|
Restricted Stock
|
|
Share-Settled RSUs
|
|
PSUs
|
|||||||||||||||
|
Shares
|
|
Weighted Avg.
Grant Date Fair Value |
|
Units
|
|
Weighted Avg.
Grant Date Fair Value |
|
Units
|
|
Weighted Avg.
Grant Date Fair Value |
|||||||||
Nonvested balance at January 1, 2018
|
410,251
|
|
|
$
|
53.36
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
19,727
|
|
|
54.19
|
|
|
467,358
|
|
|
48.48
|
|
|
248,928
|
|
|
49.32
|
|
|||
Vested
|
(237,342
|
)
|
|
51.17
|
|
|
(192
|
)
|
|
55.04
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(14,086
|
)
|
|
60.87
|
|
|
(26,763
|
)
|
|
55.04
|
|
|
(21,879
|
)
|
|
50.75
|
|
|||
Nonvested balance at December 31, 2018
|
178,550
|
|
|
55.46
|
|
|
440,403
|
|
|
47.99
|
|
|
227,049
|
|
|
49.18
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
||||
Shares issued, beginning balance
|
66,033,509
|
|
|
65,891,930
|
|
|
65,067,132
|
|
|
—
|
|
Share issuances (1)
|
5,651,177
|
|
|
—
|
|
|
—
|
|
|
23,793,669
|
|
Issuance pursuant to benefit plans
|
19,919
|
|
|
34,760
|
|
|
292,514
|
|
|
—
|
|
Restricted stock forfeited and withheld for taxes
|
(51,049
|
)
|
|
(126,682
|
)
|
|
—
|
|
|
—
|
|
Stock options exercised
|
21,823
|
|
|
233,501
|
|
|
532,284
|
|
|
—
|
|
Shares issued, ending balance
|
71,675,379
|
|
|
66,033,509
|
|
|
65,891,930
|
|
|
23,793,669
|
|
|
|
|
|
|
|
|
|
||||
Treasury stock
|
14,592,888
|
|
|
14,592,888
|
|
|
11,655,938
|
|
|
—
|
|
Total shares outstanding
|
57,082,491
|
|
|
51,440,621
|
|
|
54,235,992
|
|
|
23,793,669
|
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Foreign currency translation adjustment:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(263
|
)
|
|
$
|
(367
|
)
|
|
$
|
(315
|
)
|
Other comprehensive income (loss) before reclassifications
|
(134
|
)
|
|
104
|
|
|
(49
|
)
|
|||
Income tax provision (benefit)
|
2
|
|
|
—
|
|
|
(3
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(132
|
)
|
|
104
|
|
|
(52
|
)
|
|||
Balance at end of period
|
(395
|
)
|
|
(263
|
)
|
|
(367
|
)
|
|||
Pension and postretirement benefits:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(275
|
)
|
|
(292
|
)
|
|
(343
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
(47
|
)
|
|
2
|
|
|
61
|
|
|||
Reclassification to earnings
|
22
|
|
|
26
|
|
|
19
|
|
|||
Other comprehensive income (loss) before tax
|
(25
|
)
|
|
28
|
|
|
80
|
|
|||
Income tax provision (benefit)
|
3
|
|
|
(11
|
)
|
|
(29
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(22
|
)
|
|
17
|
|
|
51
|
|
|||
Balance at end of period
|
$
|
(297
|
)
|
|
$
|
(275
|
)
|
|
$
|
(292
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) attributable to noncontrolling interests, net of tax
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
(4
|
)
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions Except Share and Per Share Amounts)
|
||||||||||
Net income attributable to Tenneco Inc.
|
$
|
55
|
|
|
$
|
198
|
|
|
$
|
347
|
|
Basic earnings per share —
|
|
|
|
|
|
||||||
Average shares of common stock outstanding
|
58,625,087
|
|
|
52,796,184
|
|
|
55,939,135
|
|
|||
Earnings per average share of common stock
|
$
|
0.93
|
|
|
$
|
3.75
|
|
|
$
|
6.20
|
|
Diluted earnings per share —
|
|
|
|
|
|
||||||
Average shares of common stock outstanding
|
58,625,087
|
|
|
52,796,184
|
|
|
55,939,135
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Restricted stock and RSUs
|
93,546
|
|
|
111,062
|
|
|
175,513
|
|
|||
Stock options
|
40,099
|
|
|
119,665
|
|
|
292,788
|
|
|||
Average shares of common stock outstanding including dilutive securities
|
58,758,732
|
|
|
53,026,911
|
|
|
56,407,436
|
|
|||
Earnings per average share of common stock
|
$
|
0.93
|
|
|
$
|
3.73
|
|
|
$
|
6.15
|
|
•
|
The Clean Air segment designs, manufactures and distributes a variety of products and systems designed to reduce pollution and optimize engine performance, acoustic tuning and weight on a vehicle for OEMs.
|
•
|
The Ride Performance segment designs, manufactures and distributes a variety of products and systems designed to reduce and control excessive roll, pitch and bounce of a vehicle through the suspension system for OEM customers.
|
•
|
The Aftermarket segment designs, manufactures and distributes replacement products for the automotive parts industry including ride performance and clean air products.
|
•
|
The Powertrain segment focuses on original equipment powertrain products for automotive, heavy duty, and industrial applications.
|
•
|
The Motorparts segment sells and distributes a broad portfolio of products in the global aftermarket, while also serving OEMs with products including, braking, wipers, and a limited range of chassis components.
|
|
Reportable Segments
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
|
Other
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||||||
At December 31, 2018, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues from external customers
|
$
|
6,707
|
|
|
$
|
1,949
|
|
|
$
|
1,221
|
|
|
$
|
1,112
|
|
|
$
|
774
|
|
|
$
|
11,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,763
|
|
Intersegment revenues
|
—
|
|
|
22
|
|
|
—
|
|
|
40
|
|
|
10
|
|
|
72
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|||||||||
EBITDA including noncontrolling interests
|
597
|
|
|
66
|
|
|
169
|
|
|
92
|
|
|
(39
|
)
|
|
885
|
|
|
(234
|
)
|
|
—
|
|
|
651
|
|
|||||||||
At December 31, 2017, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues from external customers
|
$
|
6,216
|
|
|
$
|
1,807
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Intersegment revenues
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||||||||
EBITDA including noncontrolling interests
|
562
|
|
|
124
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
879
|
|
|
(245
|
)
|
|
—
|
|
|
634
|
|
|||||||||
At December 31, 2016, and for the Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenues from external customers
|
$
|
5,764
|
|
|
$
|
1,593
|
|
|
$
|
1,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
Intersegment revenues
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|||||||||
EBITDA including noncontrolling interests
|
561
|
|
|
153
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
(229
|
)
|
|
—
|
|
|
692
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Millions)
|
||||||||||
EBITDA including noncontrolling interests by Segments:
|
|
|
|
|
|
||||||
Clean Air
|
$
|
597
|
|
|
$
|
562
|
|
|
$
|
561
|
|
Ride Performance
|
66
|
|
|
124
|
|
|
153
|
|
|||
Aftermarket
|
169
|
|
|
193
|
|
|
207
|
|
|||
Powertrain
|
92
|
|
|
—
|
|
|
—
|
|
|||
Motorparts
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(234
|
)
|
|
(245
|
)
|
|
(229
|
)
|
|||
Total EBITDA including noncontrolling interests
|
651
|
|
|
634
|
|
|
692
|
|
|||
Less: Depreciation and amortization
|
(345
|
)
|
|
(226
|
)
|
|
(213
|
)
|
|||
Earnings before interest expense, income taxes, and noncontrolling interests
|
$
|
306
|
|
|
$
|
408
|
|
|
$
|
479
|
|
Less: Interest expense
|
132
|
|
|
72
|
|
|
68
|
|
|||
Less: Income tax expense (benefit)
|
63
|
|
|
71
|
|
|
(4
|
)
|
|||
Net income
|
$
|
111
|
|
|
$
|
265
|
|
|
$
|
415
|
|
Customer
|
2018
|
|
2017
|
|
2016
|
|||
General Motors Company
|
12
|
%
|
|
14
|
%
|
|
17
|
%
|
Ford Motor Company
|
12
|
%
|
|
13
|
%
|
|
13
|
%
|
|
Revenues from external customers
(b)
|
|
Long-lived assets
(c)
|
||||||||||||||||
|
Year Ended December 31
|
|
December 31
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||||
|
(Millions)
|
||||||||||||||||||
United States
|
$
|
4,488
|
|
|
$
|
3,632
|
|
|
$
|
3,512
|
|
|
$
|
1,341
|
|
|
$
|
655
|
|
China
|
1,553
|
|
|
1,283
|
|
|
1,186
|
|
|
687
|
|
|
280
|
|
|||||
Germany
|
1,212
|
|
|
798
|
|
|
764
|
|
|
543
|
|
|
144
|
|
|||||
Poland
|
731
|
|
|
488
|
|
|
385
|
|
|
319
|
|
|
219
|
|
|||||
United Kingdom
|
499
|
|
|
482
|
|
|
387
|
|
|
116
|
|
|
48
|
|
|||||
Mexico
|
543
|
|
|
416
|
|
|
352
|
|
|
239
|
|
|
75
|
|
|||||
India
|
316
|
|
|
216
|
|
|
159
|
|
|
167
|
|
|
46
|
|
|||||
Turkey
|
7
|
|
|
9
|
|
|
9
|
|
|
276
|
|
|
—
|
|
|||||
Other Foreign
(a)
|
2,414
|
|
|
1,950
|
|
|
1,843
|
|
|
687
|
|
|
298
|
|
|||||
Reclass & Elims
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|||||
Consolidated
|
$
|
11,763
|
|
|
$
|
9,274
|
|
|
$
|
8,597
|
|
|
$
|
4,268
|
|
|
$
|
1,765
|
|
(a)
|
Revenues from external customers and long-lived assets for individual foreign countries other than China, Germany, Poland, United Kingdom, Mexico, India, and Turkey are not material.
|
(b)
|
Revenues are attributed to countries based on location of the shipper.
|
(c)
|
Long-lived assets include all long-term assets except goodwill, intangibles and deferred tax assets.
|
|
Reportable Segments
|
|
|
||||||||||||||||||||
By Customer Type
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OE - Substrate
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
OE - Value add
|
4,207
|
|
|
1,949
|
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
7,268
|
|
||||||
Aftermarket
|
—
|
|
|
—
|
|
|
1,221
|
|
|
—
|
|
|
774
|
|
|
1,995
|
|
||||||
Total
|
$
|
6,707
|
|
|
$
|
1,949
|
|
|
$
|
1,221
|
|
|
$
|
1,112
|
|
|
$
|
774
|
|
|
$
|
11,763
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OE - Substrate
|
$
|
2,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,187
|
|
OE - Value add
|
4,029
|
|
|
1,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,836
|
|
||||||
Aftermarket
|
—
|
|
|
—
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
1,251
|
|
||||||
Total
|
$
|
6,216
|
|
|
$
|
1,807
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OE - Substrate
|
$
|
2,028
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,028
|
|
OE - Value add
|
3,736
|
|
|
1,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,329
|
|
||||||
Aftermarket
|
—
|
|
|
—
|
|
|
1,240
|
|
|
—
|
|
|
—
|
|
|
1,240
|
|
||||||
Total
|
$
|
5,764
|
|
|
$
|
1,593
|
|
|
$
|
1,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
|
Reportable Segments
|
|
|
||||||||||||||||||||
By Geography
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
2,981
|
|
|
$
|
721
|
|
|
$
|
758
|
|
|
$
|
386
|
|
|
$
|
408
|
|
|
$
|
5,254
|
|
EMEA
|
2,415
|
|
|
801
|
|
|
399
|
|
|
498
|
|
|
290
|
|
|
4,403
|
|
||||||
ROW
|
1,311
|
|
|
427
|
|
|
64
|
|
|
228
|
|
|
76
|
|
|
2,106
|
|
||||||
Total
|
$
|
6,707
|
|
|
$
|
1,949
|
|
|
$
|
1,221
|
|
|
$
|
1,112
|
|
|
$
|
774
|
|
|
$
|
11,763
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
2,866
|
|
|
$
|
674
|
|
|
$
|
786
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,326
|
|
EMEA
|
2,143
|
|
|
736
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
3,283
|
|
||||||
ROW
|
1,207
|
|
|
397
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
1,665
|
|
||||||
Total
|
$
|
6,216
|
|
|
$
|
1,807
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
2,767
|
|
|
$
|
652
|
|
|
$
|
818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,237
|
|
EMEA
|
1,872
|
|
|
604
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
2,846
|
|
||||||
ROW
|
1,125
|
|
|
337
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
1,514
|
|
||||||
Total
|
$
|
5,764
|
|
|
$
|
1,593
|
|
|
$
|
1,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||||||
|
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Other unallocated assets
|
|
Total
|
||||||||||||||
|
|
(Millions)
|
||||||||||||||||||||||||||
Prior year payable on assets
|
|
$
|
33
|
|
|
$
|
22
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Asset additions
|
|
202
|
|
|
121
|
|
|
38
|
|
|
81
|
|
|
43
|
|
|
56
|
|
|
541
|
|
|||||||
Less: Current year payable on assets
|
|
(38
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|
(2
|
)
|
|
—
|
|
|
(93
|
)
|
|||||||
Cash payments for property, plant, and equipment
|
|
$
|
197
|
|
|
$
|
120
|
|
|
$
|
35
|
|
|
$
|
58
|
|
|
$
|
41
|
|
|
$
|
56
|
|
|
$
|
507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||
|
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Other unallocated assets
|
|
Total
|
||||||||||||||
|
|
(Millions)
|
||||||||||||||||||||||||||
Prior year payable on assets
|
|
$
|
43
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
68
|
|
Asset additions
|
|
212
|
|
|
145
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
410
|
|
|||||||
Less: Current year payable on assets
|
|
(33
|
)
|
|
(22
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||||||
Cash payments for property, plant, and equipment
|
|
$
|
222
|
|
|
$
|
142
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
|
Clean Air
|
|
Ride Performance
|
|
Aftermarket
|
|
Powertrain
|
|
Motorparts
|
|
Other unallocated assets
|
|
Total
|
||||||||||||||
|
|
(Millions)
|
||||||||||||||||||||||||||
Prior year payable on assets
|
|
$
|
35
|
|
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Asset additions
|
|
217
|
|
|
96
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
363
|
|
|||||||
Less: Current year payable on assets
|
|
(43
|
)
|
|
(19
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(68
|
)
|
|||||||
Cash payments for property, plant, and equipment
|
|
$
|
209
|
|
|
$
|
88
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
345
|
|
|
Year Ended December 31
|
||
|
2018
|
||
Purchases:
|
(Millions)
|
||
Anqing TP Goetze Piston Ring Company Limited
|
$
|
16
|
|
Anqing TP Powder Metallurgy Company Limited
|
$
|
1
|
|
Dongsuh Federal-Mogul Industrial Co., Ltd.
|
$
|
2
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
53
|
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.
|
$
|
13
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
14
|
|
|
Year Ended December 31
|
||
|
2018
|
||
Royalty and Other Income:
|
(Millions)
|
||
Icahn Automotive Group LLC
|
$
|
1
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
4
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
4
|
|
|
December 31
|
||
|
2018
|
||
Receivables:
|
(Millions)
|
||
Icahn Automotive Group LLC
|
$
|
60
|
|
Anqing TP Goetze Piston Ring Company Limited
|
$
|
1
|
|
Anqing TP Powder Metallurgy Company Limited
|
$
|
1
|
|
Dongsuh Federal-Mogul Industrial Co., Ltd.
|
$
|
1
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
9
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
2
|
|
|
|
||
Payables and accruals:
|
|
||
Icahn Automotive Group LLC
|
$
|
12
|
|
Anqing TP Goetze Piston Ring Company Limited
|
$
|
22
|
|
Anqing TP Powder Metallurgy Company Limited
|
$
|
1
|
|
Dongsuh Federal-Mogul Industrial Co., Ltd.
|
$
|
2
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
16
|
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.
|
$
|
1
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
7
|
|
|
Net sales and operating revenues
|
|
Cost of sales (exclusive of depreciation and amortization)
|
||||||||||||||||||||
|
As Reported
|
|
Revision
|
|
As Revised
|
|
As Reported
|
|
Revision
|
|
As Revised
|
||||||||||||
Quarter
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st
|
$
|
2,574
|
|
|
$
|
7
|
|
|
$
|
2,581
|
|
|
$
|
2,198
|
|
|
$
|
4
|
|
|
$
|
2,202
|
|
2nd
|
2,537
|
|
|
(4
|
)
|
|
2,533
|
|
|
2,159
|
|
|
(2
|
)
|
|
2,157
|
|
||||||
3rd
|
2,372
|
|
|
(1
|
)
|
|
2,371
|
|
|
2,014
|
|
|
—
|
|
|
2,014
|
|
||||||
4th
|
|
|
|
|
|
|
4,278
|
|
|
|
|
|
|
|
|
3,698
|
|
||||||
Full Year
|
|
|
|
|
|
|
$
|
11,763
|
|
|
|
|
|
|
|
|
$
|
10,071
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st
|
$
|
2,292
|
|
|
$
|
6
|
|
|
$
|
2,298
|
|
|
$
|
1,929
|
|
|
$
|
3
|
|
|
$
|
1,932
|
|
2nd
|
2,317
|
|
|
(3
|
)
|
|
2,314
|
|
|
1,949
|
|
|
—
|
|
|
1,949
|
|
||||||
3rd
|
2,274
|
|
|
(1
|
)
|
|
2,273
|
|
|
1,911
|
|
|
1
|
|
|
1,912
|
|
||||||
4th
|
2,391
|
|
|
(2
|
)
|
|
2,389
|
|
|
2,020
|
|
|
(1
|
)
|
|
2,019
|
|
||||||
Full Year
|
$
|
9,274
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
|
$
|
7,809
|
|
|
$
|
3
|
|
|
$
|
7,812
|
|
|
Earnings before interest expense, income taxes, and noncontrolling interests
|
|
Net Income
|
||||||||||||||||||||||||||||
|
As Reported
|
|
Reclass
|
|
As Reclassified
|
|
Revision
|
|
As Revised
|
|
As Reported
|
|
Revision
|
|
As Revised
|
||||||||||||||||
Quarter
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
1st
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
2
|
|
|
$
|
119
|
|
|
$
|
58
|
|
|
$
|
2
|
|
|
$
|
60
|
|
2nd
|
113
|
|
|
—
|
|
|
113
|
|
|
(4
|
)
|
|
109
|
|
|
50
|
|
|
(3
|
)
|
|
47
|
|
||||||||
3rd
|
104
|
|
|
—
|
|
|
104
|
|
|
5
|
|
|
109
|
|
|
54
|
|
|
3
|
|
|
57
|
|
||||||||
4th
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
(109
|
)
|
||||||||||
Full Year
|
|
|
|
|
|
|
|
|
|
|
$
|
306
|
|
|
|
|
|
|
|
|
$
|
55
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
1st
|
$
|
121
|
|
|
—
|
|
|
$
|
121
|
|
|
$
|
1
|
|
|
$
|
122
|
|
|
$
|
59
|
|
|
$
|
2
|
|
|
$
|
61
|
|
|
2nd
|
27
|
|
|
(1
|
)
|
|
26
|
|
|
(3
|
)
|
|
23
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||||||
3rd
|
134
|
|
|
—
|
|
|
134
|
|
|
(3
|
)
|
|
131
|
|
|
83
|
|
|
(3
|
)
|
|
80
|
|
||||||||
4th
|
135
|
|
|
—
|
|
|
135
|
|
|
(3
|
)
|
|
132
|
|
|
68
|
|
|
(6
|
)
|
|
62
|
|
||||||||
Full Year
|
$
|
417
|
|
|
$
|
(1
|
)
|
|
$
|
416
|
|
|
$
|
(8
|
)
|
|
$
|
408
|
|
|
$
|
207
|
|
|
$
|
(9
|
)
|
|
$
|
198
|
|
|
Basic earnings (loss) per share of common stock
(1)
|
|
Diluted earnings (loss) per share of common stock
(1)
|
||||||||||||||||||||
|
As Reported
|
|
Revision
|
|
As Revised
|
|
As Reported
|
|
Revision
|
|
As Revised
|
||||||||||||
Quarter
|
(Millions)
|
|
(Millions)
|
||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st
|
$
|
1.13
|
|
|
$
|
0.04
|
|
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
0.04
|
|
|
$
|
1.17
|
|
2nd
|
0.98
|
|
|
(0.06
|
)
|
|
0.92
|
|
|
0.98
|
|
|
(0.06
|
)
|
|
0.92
|
|
||||||
3rd
|
1.05
|
|
|
0.06
|
|
|
1.11
|
|
|
1.05
|
|
|
0.06
|
|
|
1.11
|
|
||||||
4th
|
|
|
|
|
|
|
(1.35
|
)
|
|
|
|
|
|
|
|
(1.35
|
)
|
||||||
Full Year
|
|
|
|
|
|
|
$
|
0.93
|
|
|
|
|
|
|
|
|
$
|
0.93
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st
|
$
|
1.10
|
|
|
$
|
0.03
|
|
|
$
|
1.13
|
|
|
$
|
1.09
|
|
|
$
|
0.03
|
|
|
$
|
1.12
|
|
2nd
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.09
|
)
|
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.09
|
)
|
||||||
3rd
|
1.57
|
|
|
(0.04
|
)
|
|
1.53
|
|
|
1.57
|
|
|
(0.04
|
)
|
|
1.53
|
|
||||||
4th
|
1.33
|
|
|
(0.14
|
)
|
|
1.19
|
|
|
1.33
|
|
|
(0.14
|
)
|
|
1.19
|
|
||||||
Full Year
|
$
|
3.93
|
|
|
$
|
(0.18
|
)
|
|
$
|
3.75
|
|
|
$
|
3.91
|
|
|
$
|
(0.18
|
)
|
|
$
|
3.73
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
4,678
|
|
|
$
|
7,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,763
|
|
Affiliated companies
|
606
|
|
|
725
|
|
|
—
|
|
|
(1,331
|
)
|
|
—
|
|
|||||
|
5,284
|
|
|
7,810
|
|
|
—
|
|
|
(1,331
|
)
|
|
11,763
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
4,570
|
|
|
6,845
|
|
|
(13
|
)
|
|
(1,331
|
)
|
|
10,071
|
|
|||||
Selling, general, and administrative
|
384
|
|
|
377
|
|
|
33
|
|
|
—
|
|
|
794
|
|
|||||
Depreciation and amortization
|
153
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Engineering, research, and development
|
95
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|||||
Goodwill impairment charge
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
5,205
|
|
|
7,523
|
|
|
20
|
|
|
(1,331
|
)
|
|
11,417
|
|
|||||
Equity earnings of nonconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Non-service postretirement benefit costs
|
13
|
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
|
20
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Equity in (earnings) losses of nonconsolidated affiliates, net of tax
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
Other (income) expense, net
|
29
|
|
|
(36
|
)
|
|
1
|
|
|
18
|
|
|
12
|
|
|||||
|
50
|
|
|
(37
|
)
|
|
9
|
|
|
18
|
|
|
40
|
|
|||||
Earnings (loss) before interest expense, income taxes and noncontrolling interests
|
29
|
|
|
324
|
|
|
(29
|
)
|
|
(18
|
)
|
|
306
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
External, net of interest capitalized
|
26
|
|
|
12
|
|
|
94
|
|
|
—
|
|
|
132
|
|
|||||
Affiliated companies, net of interest income
|
(14
|
)
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes and noncontrolling interests
|
17
|
|
|
305
|
|
|
(130
|
)
|
|
(18
|
)
|
|
174
|
|
|||||
Income tax expense (benefit)
|
(30
|
)
|
|
93
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Equity in net income from affiliated companies
|
135
|
|
|
—
|
|
|
184
|
|
|
(319
|
)
|
|
—
|
|
|||||
Net income
|
182
|
|
|
212
|
|
|
54
|
|
|
(337
|
)
|
|
111
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
182
|
|
|
$
|
156
|
|
|
$
|
54
|
|
|
$
|
(337
|
)
|
|
$
|
55
|
|
Comprehensive income (loss) attributable to Tenneco Inc.
|
$
|
159
|
|
|
$
|
24
|
|
|
$
|
(31
|
)
|
|
$
|
(251
|
)
|
|
$
|
(99
|
)
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,889
|
|
|
$
|
5,385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,274
|
|
Affiliated companies
|
540
|
|
|
640
|
|
|
—
|
|
|
(1,180
|
)
|
|
—
|
|
|||||
|
4,429
|
|
|
6,025
|
|
|
—
|
|
|
(1,180
|
)
|
|
9,274
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
3,771
|
|
|
5,221
|
|
|
—
|
|
|
(1,180
|
)
|
|
7,812
|
|
|||||
Selling, general, and administrative
|
352
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
638
|
|
|||||
Depreciation and amortization
|
90
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|||||
Engineering, research, and development
|
77
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
|
4,290
|
|
|
5,735
|
|
|
—
|
|
|
(1,180
|
)
|
|
8,845
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Non-service postretirement benefit costs
|
18
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Loss on extinguishment of debt
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Equity in losses of nonconsolidated affiliates, net of tax
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other (income) expense, net
|
(2
|
)
|
|
(53
|
)
|
|
—
|
|
|
53
|
|
|
(2
|
)
|
|||||
|
19
|
|
|
(51
|
)
|
|
—
|
|
|
53
|
|
|
21
|
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies
|
120
|
|
|
341
|
|
|
—
|
|
|
(53
|
)
|
|
408
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
External, net of interest capitalized
|
18
|
|
|
5
|
|
|
49
|
|
|
—
|
|
|
72
|
|
|||||
Affiliated companies, net of interest income
|
(15
|
)
|
|
6
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies
|
117
|
|
|
330
|
|
|
(58
|
)
|
|
(53
|
)
|
|
336
|
|
|||||
Income tax (benefit) expense
|
(10
|
)
|
|
81
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||
Equity in net income from affiliated companies
|
149
|
|
|
—
|
|
|
265
|
|
|
(414
|
)
|
|
—
|
|
|||||
Net income
|
276
|
|
|
249
|
|
|
207
|
|
|
(467
|
)
|
|
265
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
276
|
|
|
$
|
182
|
|
|
$
|
207
|
|
|
$
|
(467
|
)
|
|
$
|
198
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
282
|
|
|
$
|
173
|
|
|
$
|
331
|
|
|
$
|
(467
|
)
|
|
$
|
319
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales and operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,863
|
|
|
$
|
4,734
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,597
|
|
Affiliated companies
|
526
|
|
|
747
|
|
|
—
|
|
|
(1,273
|
)
|
|
—
|
|
|||||
|
4,389
|
|
|
5,481
|
|
|
—
|
|
|
(1,273
|
)
|
|
8,597
|
|
|||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (exclusive of depreciation and amortization)
|
3,724
|
|
|
4,675
|
|
|
—
|
|
|
(1,273
|
)
|
|
7,126
|
|
|||||
Selling, general, and administrative
|
235
|
|
|
278
|
|
|
1
|
|
|
—
|
|
|
514
|
|
|||||
Depreciation and amortization
|
87
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|||||
Engineering, research, and development
|
76
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|||||
|
4,122
|
|
|
5,156
|
|
|
1
|
|
|
(1,273
|
)
|
|
8,006
|
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on sale of receivables
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Non-service postretirement benefit costs
|
83
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||
Loss on extinguishment of debt
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Other (income) expense, net
|
8
|
|
|
(24
|
)
|
|
—
|
|
|
15
|
|
|
(1
|
)
|
|||||
|
117
|
|
|
(20
|
)
|
|
—
|
|
|
15
|
|
|
112
|
|
|||||
Earnings (loss) before interest expense, income taxes, noncontrolling interests and equity in net income from affiliated companies
|
150
|
|
|
345
|
|
|
(1
|
)
|
|
(15
|
)
|
|
479
|
|
|||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
External, net of interest capitalized
|
(26
|
)
|
|
4
|
|
|
90
|
|
|
—
|
|
|
68
|
|
|||||
Affiliated companies, net of interest income
|
(12
|
)
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) before income taxes, noncontrolling interests and equity in net income from affiliated companies
|
188
|
|
|
334
|
|
|
(96
|
)
|
|
(15
|
)
|
|
411
|
|
|||||
Income tax (income) expense
|
(101
|
)
|
|
97
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Equity in net income from affiliated companies
|
166
|
|
|
—
|
|
|
452
|
|
|
(618
|
)
|
|
—
|
|
|||||
Net income
|
455
|
|
|
237
|
|
|
356
|
|
|
(633
|
)
|
|
415
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Net income attributable to Tenneco Inc.
|
$
|
455
|
|
|
$
|
169
|
|
|
$
|
356
|
|
|
$
|
(633
|
)
|
|
$
|
347
|
|
Comprehensive income attributable to Tenneco Inc.
|
$
|
464
|
|
|
$
|
159
|
|
|
$
|
356
|
|
|
$
|
(633
|
)
|
|
$
|
346
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
329
|
|
|
$
|
364
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
697
|
|
Restricted cash
|
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Receivables, net
|
943
|
|
|
1,629
|
|
|
—
|
|
|
—
|
|
|
2,572
|
|
|||||
Inventories, net
|
958
|
|
|
1,287
|
|
|
—
|
|
|
—
|
|
|
2,245
|
|
|||||
Prepayments and other current assets
|
254
|
|
|
311
|
|
|
25
|
|
|
—
|
|
|
590
|
|
|||||
Total current assets
|
2,484
|
|
|
3,596
|
|
|
29
|
|
|
—
|
|
|
6,109
|
|
|||||
Property, plant and equipment, net
|
1,131
|
|
|
2,361
|
|
|
9
|
|
|
—
|
|
|
3,501
|
|
|||||
Investment in affiliated companies
|
1,421
|
|
|
—
|
|
|
4,856
|
|
|
(6,277
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
9
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Goodwill
|
263
|
|
|
383
|
|
|
223
|
|
|
—
|
|
|
869
|
|
|||||
Intangibles, net
|
1,007
|
|
|
510
|
|
|
2
|
|
|
—
|
|
|
1,519
|
|
|||||
Investments in nonconsolidated affiliates
|
43
|
|
|
501
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|||||
Deferred income taxes
|
255
|
|
|
200
|
|
|
12
|
|
|
—
|
|
|
467
|
|
|||||
Other assets
|
48
|
|
|
180
|
|
|
—
|
|
|
(15
|
)
|
|
213
|
|
|||||
Total assets
|
$
|
6,661
|
|
|
$
|
7,732
|
|
|
$
|
5,131
|
|
|
$
|
(6,292
|
)
|
|
$
|
13,232
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt, including current maturities of long-term debt
|
$
|
1
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153
|
|
Accounts payable
|
858
|
|
|
1,894
|
|
|
7
|
|
|
—
|
|
|
2,759
|
|
|||||
Accrued compensation and employee benefits
|
88
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
343
|
|
|||||
Accrued income taxes
|
—
|
|
|
52
|
|
|
27
|
|
|
(15
|
)
|
|
64
|
|
|||||
Accrued expenses and other current liabilities
|
436
|
|
|
488
|
|
|
77
|
|
|
—
|
|
|
1,001
|
|
|||||
Total current liabilities
|
1,383
|
|
|
2,841
|
|
|
111
|
|
|
(15
|
)
|
|
4,320
|
|
|||||
Long-term debt
|
3
|
|
|
32
|
|
|
5,305
|
|
|
—
|
|
|
5,340
|
|
|||||
Intercompany due to (due from)
|
2,726
|
|
|
(215
|
)
|
|
(2,511
|
)
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Pension, postretirement benefits and other liabilities
|
225
|
|
|
705
|
|
|
500
|
|
|
—
|
|
|
1,430
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
4,337
|
|
|
3,451
|
|
|
3,405
|
|
|
(15
|
)
|
|
11,178
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||
Tenneco Inc. shareholders’ equity
|
2,324
|
|
|
3,953
|
|
|
1,726
|
|
|
(6,277
|
)
|
|
1,726
|
|
|||||
Noncontrolling interests
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
Total equity
|
2,324
|
|
|
4,143
|
|
|
1,726
|
|
|
(6,277
|
)
|
|
1,916
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
6,661
|
|
|
$
|
7,732
|
|
|
$
|
5,131
|
|
|
$
|
(6,292
|
)
|
|
$
|
13,232
|
|
|
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
|
208
|
|
|
1,113
|
|
|
—
|
|
|
—
|
|
|
1,321
|
|
|||||
Inventories, net
|
359
|
|
|
461
|
|
|
—
|
|
|
—
|
|
|
820
|
|
|||||
Prepayments and other current assets
|
99
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|||||
Total current assets
|
673
|
|
|
2,074
|
|
|
—
|
|
|
—
|
|
|
2,747
|
|
|||||
Property, plant and equipment, net
|
594
|
|
|
1,097
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|||||
Investment in affiliated companies
|
1,385
|
|
|
—
|
|
|
1,198
|
|
|
(2,583
|
)
|
|
—
|
|
|||||
Long-term receivables, net
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Goodwill
|
22
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Intangibles, net
|
5
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Investments in nonconsolidated affiliates
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Deferred income taxes
|
169
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|||||
Other assets
|
12
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Total assets
|
$
|
2,869
|
|
|
$
|
3,312
|
|
|
$
|
1,198
|
|
|
$
|
(2,583
|
)
|
|
$
|
4,796
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt, including current maturities of long-term debt
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103
|
|
Accounts payable
|
496
|
|
|
1,086
|
|
|
—
|
|
|
—
|
|
|
1,582
|
|
|||||
Accrued compensation and employee benefits
|
24
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|||||
Accrued income taxes
|
2
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Accrued expenses and other current liabilities
|
208
|
|
|
204
|
|
|
12
|
|
|
—
|
|
|
424
|
|
|||||
Total current liabilities
|
730
|
|
|
1,535
|
|
|
12
|
|
|
—
|
|
|
2,277
|
|
|||||
Long-term debt
|
632
|
|
|
12
|
|
|
714
|
|
|
—
|
|
|
1,358
|
|
|||||
Intercompany due to (due from)
|
561
|
|
|
(397
|
)
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Postretirement benefits and other liabilities
|
299
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities
|
2,222
|
|
|
1,288
|
|
|
562
|
|
|
—
|
|
|
4,072
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Tenneco Inc. shareholders’ equity
|
647
|
|
|
1,936
|
|
|
636
|
|
|
(2,583
|
)
|
|
636
|
|
|||||
Noncontrolling interests
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Total equity
|
647
|
|
|
1,982
|
|
|
636
|
|
|
(2,583
|
)
|
|
682
|
|
|||||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
2,869
|
|
|
$
|
3,312
|
|
|
$
|
1,198
|
|
|
$
|
(2,583
|
)
|
|
$
|
4,796
|
|
|
Year Ended December 31, 2018
|
|||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
|||||||||||
|
(Millions)
|
|||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash provided by (used in) operating activities
|
$
|
248
|
|
|
$
|
246
|
|
|
$
|
(36
|
)
|
|
$
|
(19
|
)
|
|
$
|
439
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|||||||||||
Federal-Mogul acquisition
|
151
|
|
|
124
|
|
|
(2,469
|
)
|
|
—
|
|
—
|
|
(2,194
|
)
|
|||||
Proceeds from sale of assets
|
2
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Cash payments for property, plant and equipment
|
(196
|
)
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
||||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
||||||
Other
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Net cash used in investing activities
|
(42
|
)
|
|
(3
|
)
|
|
(2,469
|
)
|
|
—
|
|
|
(2,514
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
Repayment of term loans and notes
|
(391
|
)
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(453
|
)
|
||||||
Proceeds from term loans and notes
|
—
|
|
|
26
|
|
|
3,400
|
|
|
—
|
|
|
3,426
|
|
||||||
Debt issuance cost on long-term debt
|
(15
|
)
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(95
|
)
|
||||||
Tax impact from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance (repurchase) of common shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Decrease in bank overdrafts
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Borrowings on revolving lines of credit
|
4,411
|
|
|
114
|
|
|
624
|
|
|
—
|
|
|
5,149
|
|
||||||
Payments on revolving lines of credit
|
(4,654
|
)
|
|
(127
|
)
|
|
(624
|
)
|
|
—
|
|
|
(5,405
|
)
|
||||||
Net increase (decrease) in short-term borrowings secured by accounts receivable
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||||
Intercompany dividends and net (decrease) increase in intercompany obligations
|
765
|
|
|
(33
|
)
|
|
(751
|
)
|
|
19
|
|
|
—
|
|
||||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
||||||
Net cash (used in) provided by financing activities
|
116
|
|
|
(168
|
)
|
|
2,509
|
|
|
19
|
|
|
2,476
|
|
||||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Increase in cash, cash equivalents and restricted cash
|
322
|
|
|
58
|
|
|
4
|
|
|
—
|
|
|
384
|
|
||||||
Cash, cash equivalents and restricted cash, January 1
|
7
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
318
|
|
||||||
Cash, cash equivalents and restricted cash, December 31
|
$
|
329
|
|
|
$
|
369
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
702
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
284
|
|
|
$
|
290
|
|
|
$
|
(4
|
)
|
|
$
|
(53
|
)
|
|
$
|
517
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Proceeds from sale of equity interest
|
—
|
|
|
9
|
|
|
|
|
|
|
|
|
9
|
|
|||||
Cash payments for property, plant and equipment
|
(164
|
)
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|
(419
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||
Other
|
(4
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Net cash used in investing activities
|
(165
|
)
|
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||||
Payments of term loans and notes
|
(10
|
)
|
|
(20
|
)
|
|
(6
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Proceeds from term loans and notes
|
136
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|||||
Debt issuance cost on long-term debt
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Decrease in bank overdrafts
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Borrowings on revolving lines of credits
|
3,956
|
|
|
48
|
|
|
2,660
|
|
|
—
|
|
|
6,664
|
|
|||||
Payments on revolving lines of credits
|
(3,710
|
)
|
|
(49
|
)
|
|
(2,978
|
)
|
|
|
|
(6,737
|
)
|
||||||
Intercompany dividends and net (decrease) increase in intercompany obligations
|
(485
|
)
|
|
(119
|
)
|
|
551
|
|
|
53
|
|
|
—
|
|
|||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(121
|
)
|
|
(187
|
)
|
|
4
|
|
|
53
|
|
|
(251
|
)
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Decrease in cash, cash equivalents and restricted cash
|
(2
|
)
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Cash, cash equivalents and restricted cash, January 1
|
9
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
349
|
|
|||||
Cash, cash equivalents and restricted cash, December 31
|
$
|
7
|
|
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Guarantor
Subsidiaries |
|
Nonguarantor
Subsidiaries |
|
Tenneco Inc.
(Parent Company) |
|
Reclass
& Elims |
|
Consolidated
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
176
|
|
|
$
|
190
|
|
|
$
|
23
|
|
|
$
|
(15
|
)
|
|
$
|
374
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of assets
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Cash payments for property, plant and equipment
|
(130
|
)
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|||||
Proceeds from deferred purchase price of factored receivables
|
—
|
|
|
110
|
|
|
|
|
|
|
110
|
|
|||||||
Net cash used in investing activities
|
(130
|
)
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of term loans and notes
|
—
|
|
|
(29
|
)
|
|
(516
|
)
|
|
—
|
|
|
(545
|
)
|
|||||
Proceeds from term loans and notes
|
—
|
|
|
29
|
|
|
500
|
|
|
—
|
|
|
529
|
|
|||||
Debt issuance cost on long-term debt
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Increase in bank overdrafts
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Borrowings on revolving lines of credit
|
—
|
|
|
101
|
|
|
5,316
|
|
|
—
|
|
|
5,417
|
|
|||||
Payments on revolving lines of credit
|
—
|
|
|
(103
|
)
|
|
(5,118
|
)
|
|
—
|
|
|
(5,221
|
)
|
|||||
Intercompany dividends and net (decrease) increase in intercompany obligations
|
(39
|
)
|
|
8
|
|
|
16
|
|
|
15
|
|
|
—
|
|
|||||
Distribution to noncontrolling interests partners
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Net cash used in financing activities
|
(39
|
)
|
|
(39
|
)
|
|
(23
|
)
|
|
15
|
|
|
(86
|
)
|
|||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Increase in cash, cash equivalents and restricted cash
|
7
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|||||
Cash, cash equivalents and restricted cash, January 1
|
2
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|||||
Cash, cash equivalents and restricted cash, December 31
|
$
|
9
|
|
|
$
|
340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
Balance
at Beginning of Year |
|
Charged
to Costs and Expenses |
|
Charged
to Other Accounts |
|
Deductions
|
|
Balance
at End of Year |
|||||||
|
(Millions)
|
|||||||||||||||
Allowance for Doubtful Accounts and Notes Receivable Deducted from Assets to Which it Applies:
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2018
|
$
|
16
|
|
|
5
|
|
|
—
|
|
|
4
|
|
|
$
|
17
|
|
Year Ended December 31, 2017
|
$
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$
|
16
|
|
Year Ended December 31, 2016
|
$
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$
|
16
|
|
Description
|
Balance
at Beginning of Year |
|
Provision Charged (Credited) to Expense
|
|
Allowance Changes
|
|
Other Additions (Deductions) (a)
|
|
Balance
at End of Year |
|||||||
|
(Millions)
|
|||||||||||||||
Deferred Tax Assets- Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2018
|
$
|
163
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|
$
|
514
|
|
Year Ended December 31, 2017
|
$
|
145
|
|
|
(1
|
)
|
|
—
|
|
|
19
|
|
|
$
|
163
|
|
Year Ended December 31, 2016
|
$
|
127
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
$
|
145
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
(i)
|
We strengthened the China accounting staff by adding personnel who have significant experience in U.S. and international financial reporting;
|
(ii)
|
We conducted training on the proper accounting for supplier payments in addition to providing training on the code of ethical conduct for China accounting and purchasing personnel;
|
(iii)
|
We augmented oversight of the China accounting and purchasing functions with qualified personnel in the U.S. and Europe.
|
Plan category
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) |
|
(b)
Weighted- average exercise price of outstanding options, warrants and rights |
|
(c)
Number of securities available for future issuance (excluding shares in column (a)) (1) |
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Stock Ownership Plan
(2)
|
|
1,261
|
|
|
$
|
19.08
|
|
|
—
|
|
2006 Long-Term Incentive Plan (as amended)
(3)
|
|
1,187,537
|
|
|
$
|
48.62
|
|
|
4,034,413
|
|
(1)
|
Reflects the number of shares of the Company’s common stock. Does not include 219,868 shares that may be issued in settlement of common stock equivalent units that were (i) credited to outside directors as payment for their retainer and other fees or (ii) credited to any of our executive officers who have elected to defer a portion of their compensation. In general, these units are settled in cash. At the option of the Company, however, the units may be settled in shares of the Company’s common stock.
|
(2)
|
This plan terminated as to new awards upon adoption of our 2006 Long-term Incentive Plan (except awards pursuant to commitments outstanding on that date).
|
(3)
|
Does not include 178,550 shares subject to outstanding restricted stock (vest over time) as of
December 31, 2018
that were issued at a weighted average grant date fair value of $55.46. Under this plan, as of
December 31, 2018
, a maximum of 2,707,660 shares remained available for delivery under full value awards (i.e., bonus stock, stock equivalent units, performance units, restricted stock and restricted stock units).
|
Exhibit
Number
|
|
Description
|
—
|
Membership Interest Purchase Agreement, dated as of April 10, 2018 by and among the Company, Federal-Mogul LLC, American Entertainment Properties Corp. and Icahn Enterprises L.P. (incorporated herein by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed April 10, 2018. File No. 1-12387).
|
|
—
|
Amended and Restated Certificate of Incorporation of Tenneco Inc. (incorporated herein by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K dated October 1 2018, File No. 1-12387).
|
|
—
|
By-laws of the registrant, as amended and restated effective October 1, 2018 (incorporated herein by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Specimen stock certificate for Tenneco Inc. common stock (incorporated herein by reference to Exhibit 4.3 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
|
|
—
|
Shareholders Agreement, dated as of October 1, 2018 by and among the Company, American Entertainment Properties Corp., Icahn Enterprises Holdings L.P. and Icahn Enterprises L.P. (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Credit Agreement, dated as of October 1, 2018, among Tenneco Inc., Tenneco Automotive Operating Company Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.01 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Guarantee Agreement, dated as of October 1, 2018, among Tenneco Inc., the Guarantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.02 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Agreement, dated as of October 1, 2018, among Tenneco Inc., various subsidiaries to Tenneco, Inc. party thereto and Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 10.03 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S, Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).
|
|
—
|
First Supplemental Indenture, dated December 5, 2014, among the registrant, various subsidiaries of the registrant and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of the registrant's Current Report on Form 8-K filed December 5, 2014, File No. 1-12387).
|
|
—
|
Second Supplemental Indenture, dated as of June 13, 2016, among Tenneco Inc., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K dated June 13, 2016, File No. 1-12387).
|
|
—
|
Indenture, dated as of March 30, 2017, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, Wilmington Trust, National Association, as Trustee, The Bank of New York Mellon, London Branch, as Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch (formerly. The Bank of New York Mellon (Luxembourg) S.A.), as Registrar (including the form of 4.875% Senior Secured Notes due 2022 and the form of Floating Rate Senior Secured Notes due 2024) (incorporated herein by reference to Exhibit 4.01 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
First Supplemental Indenture, dated as of April 4, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, Wilmington Trust, National Association, as Trustee, and Bank of America, N.A. and Citibank, N.A. as Co-Collateral Trustees (incorporated herein by reference to Exhibit 4.02 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Second Supplemental Indenture, dated as of July 30, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.03 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Third Supplemental Indenture, dated as of September 18, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.04 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Fourth Supplemental Indenture, dated as of October 1, 2018, among Tenneco Inc. (as successor by merger to Federal-Mogul LLC) and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.05 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Agreement, dated as of March 30, 2017, among Federal-Mogul LLC, as Company and Issuer, and certain of its subsidiaries in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.06 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 30, 2018, made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC in favor of Bank of America, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.07 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of September 18, 2018, made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC in favor of Bank of America, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.08 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of October 1, 2018, made by Tenneco Inc., Tenneco Automotive Operating Company Inc., Tenneco International Holding Corp., Tenneco Global Holdings Inc., TMC Texas Inc., The Pullman Company and Clevite Industries Inc. in favor of Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 4.09 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014, among Federal-Mogul Holdings Corporation, certain of its subsidiaries and Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.10 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 29, 2014, made by FM Motorparts TSC, Inc. (as predecessor to F-M Motorparts TSC LLC) in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.11 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 23, 2015, made by F-M TSC Real Estate Holdings LLC in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.12 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 28, 2015, made by Federal-Mogul Valve Train International LLC in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.13 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of August 12, 2015, made by Federal-Mogul Sevierville, Inc. (as predecessor to Federal-Mogul Sevierville, LLC) in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.14 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 14, 2016, made by Beck Arnley Holdings LLC and Federal-Mogul Filtration LLC in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.15 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of March 30, 2017, made by Federal-Mogul Financing Corporation in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.16 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Trust Joinder, dated as of March 30, 2017, by Wilmington Trust, National Associate, as Trustee, and acknowledged by Citibank, N.A, as Collateral Trustee (incorporated herein by reference to Exhibit 4.17 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Trust Joinder, dated as of June 29, 2017 by The Bank of New York Mellon, London Branch, as Trustee, and acknowledged by Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.18 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Assumption Agreement, dated as of July 30, 2018 made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC in favor of Bank of America, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.19 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of September 18, 2018 made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC in favor of Bank of America, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.20 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement to Collateral Trust Agreement, dated as of October 1, 2018, made by Tenneco Inc., Tenneco Automotive Operating Company Inc., Tenneco International Holding Corp., Tenneco Global Holdings Inc., TMC Texas Inc., The Pullman Company and Clevite Industries Inc. in favor of Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 4.21 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Pari Passu Intercreditor Agreement, dated as of March 30, 2017, among Credit Suisse AG, Cayman Islands Branch, as Tranche C Term Administrative Agent for the applicable PP&E Credit Agreement Secured Parties, Citibank, N.A., as Collateral Trustee, and Wilmington Trust, National Association, as the Initial Other Authorized Representative (incorporated herein by reference to Exhibit 4.22 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Indenture, dated as of June 29, 2017, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, The Bank of New York Mellon, London Branch, as Trustee and Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch (formerly, The Bank of New York Mellon (Luxembourg S.A.), as Registrar (incorporated herein by reference to Exhibit 4.23 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
First Supplemental Indenture, dated as of April 4, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, The Bank of New York Mellon, London Branch, as Trustee, and Bank of America, N.A. and Citibank, N.A., as Co-Collateral Trustees (incorporated herein by reference to Exhibit 4.24 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Second Supplemental Indenture, dated as of July 30, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference to Exhibit 4.25 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Third Supplemental Indenture, dated as of September 18, 2018, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference to Exhibit 4.26 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Fourth Supplemental Indenture, dated as of October 1, 2018, among Tenneco Inc. (as successor by merger to Federal-Mogul LLC) and Federal-Mogul Financing Corporation, as Issuers, the Guarantors party thereto, and The Bank of New York Mellon, London Branch, as Trustee (incorporated herein by reference to Exhibit 4.27 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Agreement, dated as of June 29, 2017, among Federal-Mogul LLC, as Company and Issuer, and certain of its subsidiaries in favor of Citibank, N.A., as Collateral Trustee (incorporated herein by reference to Exhibit 4.28 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of July 30, 2018, made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC in favor of Bank of America, N.A. as Collateral Trustee (incorporated herein by reference to Exhibit 4.29 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of September 18, 2018, made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC in favor of Bank of America, N.A. as Collateral Trustee (incorporated herein by reference to Exhibit 4.30 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Assumption Agreement, dated as of October 1, 2018, made by Tenneco Inc., Tenneco Automotive Operating Company Inc., Tenneco International Holding Corp., Tenneco Global Holdings Inc., TMC Texas Inc., The Pullman Company and Clevite Industries Inc. in favor of Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 4.31 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Joinder No. 1 to Pari Passu Intercreditor Agreement, dated as of June 29, 2017, among The Bank of New York Mellon, London Branch, as Trustee, Citibank, N.A., as Collateral Trustee, Credit Suisse, AG, Cayman Islands Branch, as Tranche C Term Administrative Agent and an Authorized Representative, and Wilmington Trust National Association, as Initial Other Authorized Representative (incorporated herein by reference to Exhibit 4.32 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Trustee Resignation and Appointment Agreement, dated as of February 23, 2018, among Bank of America, N.A., as Co-Collateral Trustee, successor Collateral Trustee and ABL Agent, Citibank. N.A., as Co-Collateral Trustee and resigning Collateral Trustee, Credit Suisse AG, Cayman Islands Branch, as PP&E First Lien Agent, Wilmington Trust, National Association, as PP&E First Lien Agent, The Bank of New Mellon, London Branch, as PP&E First Lien Agent, Federal-Mogul LLC and the other Loan Parties party thereto (incorporated herein by reference to Exhibit 4.33 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement, dated as of October 1, 2018, among Wilmington Trust, National Association, as Co-Collateral Trustee, successor Collateral Trustee and PP&E First Lien Agent, Bank of America, N.A., as Co-Collateral Trustee and Retiring Collateral Trustee, the Bank of New York Mellon, London Branch, as PP&E First Lien Agent, JPMorgan Chase Bank, N.A., as Authorized Agent, Tenneco Inc. and the other Loan Parties party thereto (incorporated herein by reference to Exhibit 4.34 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Third Supplemental Indenture, dated October 1, 2018, among Tenneco Inc., as issuer, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”) (incorporated herein by reference to Exhibit 4.35 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Fourth Supplemental Indenture, dated October 1, 2018, among Tenneco Inc., as issuer, the Guarantors party thereto and the Trustee (incorporated herein by reference to Exhibit 4.36 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
—
|
Joinder No. 2 to Pari Passu Intercreditor Agreement, dated as of October 1, 2018, among JPMorgan Chase Bank, N.A., as Additional Senior Class Debt Representative, Wilmington Trust, National Association, as Collateral Trustee, Wilmington Trust, National Association, as Initial Other Authorized Representative, The Bank of New York Mellon, London Branch, as an Authorized Representative (incorporated herein by reference to Exhibit 4.37 of the registrant’s Current Report on Form 8-K dated October 1, 2018, File No. 1-12387).
|
|
4.44
|
—
|
The registrant is a party to other agreements for unregistered long-term debt securities, which do not exceed 10% of the registrant’s total assets. The registrant agrees to furnish a copy of such agreements to the Commission upon request.
|
9
|
—
|
None.
|
—
|
Stock Ownership Plan (incorporated herein by reference to Exhibit 10.14 of the registrant’s Registration Statement on Form S-4, Reg.
|
|
—
|
Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.13 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-12387).
|
|
—
|
Form of Indemnity Agreement entered into between the registrant and Paul Stecko (incorporated herein by reference to Exhibit 10.29 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-12387).
|
|
—
|
Amendment No. 1 to the Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.40 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
|
|
—
|
Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.43 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, File No. 1-12387).
|
|
—
|
Form of First Amendment to the Tenneco Inc. Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.57 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
|
|
—
|
Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.61 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Code Section 409A Amendment to Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.71 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
|
—
|
Tenneco Inc. 2006 Long-Term Incentive Plan (as amended and restated effective March 11, 2009) (incorporated herein by reference to Appendix A of the registrant’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 31, 2009, File No. 1-12387).
|
|
—
|
First Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December 12, 2007 (incorporated herein by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-12387).
|
|
—
|
Form of Non-Qualified Stock Option Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Current Report on Form 8-K dated January 18, 2012. File No. 1-12387).
|
|
—
|
Letter Agreement between Tenneco Inc. and Gregg M. Sherrill (incorporated herein by reference to Exhibit 99.2 of the registrant's Current Report on Form 8-K dated as of January 5, 2007. File No. 1-12387).
|
|
—
|
Letter Agreement between Tenneco Inc. and Gregg M. Sherrill, dated as of January 15, 2007 (incorporated herein by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K dated as of January 15, 2007, File No. 1-12387).
|
|
—
|
Code Section 409A Amendment to Letter Agreement between the registrant and Gregg M. Sherrill (incorporated herein by reference to Exhibit 10.74 of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387).
|
|
—
|
Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (effective March 18, 2013) (incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A, filed with the Securities Exchange Commission on April 3, 2013).
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013 and before February 2017) (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed May 21, 2013, File No. 1-12387).
|
|
—
|
Form of Stock Option Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (awards after May 21, 2013 and before February 2017) (incorporated herein by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed May 21, 2013, File No. 1-12387).
|
|
—
|
Form of Long-Term Performance Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after January 14, 2014 and before February 2017) (incorporated herein by reference to Exhibit 99.2 of the registrant’s Current Report on Form 8-K filed January 15, 2014, File No. 1-12387).
|
|
—
|
Offer Letter to Brian J. Kesseler dated January 6, 2015 (incorporated herein by reference to Exhibit 10.67 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12387).
|
|
—
|
Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (incorporated by reference to Exhibit 10.1 of registrant's Current Report on form 8-K dated April 28, 2015, File No. 1.12387).
|
|
—
|
Form of Restricted Stock Award for Brian J. Kesseler (January 2015 replacement grant) under Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.71 of the registrant's Annual Report on Form 10-K for the year ended December 31,2014, File No. 1-12387).
|
|
—
|
Tenneco Inc. Deferred Compensation Plan (as Amended and Restated Effective as of August 1, 2013) (incorporated by reference to Exhibit 10.6 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, File No. 1-12387).
|
|
—
|
Amendment No. 1 to Tenneco Inc. 2006 Long-Term Incentive Plan, effective October 10, 2016 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387).
|
|
—
|
Notice to Employees of Agreement Amendments and New Options for Withholding, effective October 10, 2016 (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387).
|
|
—
|
Form of Restricted Stock Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing February 2017) (incorporated herein by reference to Exhibit 10.78 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-12387).
|
|
—
|
Form of Long-Term Performance Unit Award Agreement for Employees under Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing February 2017) (incorporated herein by reference to Exhibit 10.79 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-12387).
|
Exhibit
Number
|
|
Description
|
—
|
Tenneco Inc. Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2017) (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
|
—
|
Form of Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2017) (incorporated herein by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed February 9, 2018. File No. 1-12387).
|
|
—
|
Offer Letter to Jason M. Hollar dated April 18, 2017 (incorporated herein by reference to Exhibit 10.43 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Offer Letter to Gregg A. Bolt dated December 6, 2012 (incorporated herein by reference to Exhibit 10.44 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Amendment dated June 12, 2013 to Offer Letter to Gregg A Bolt (incorporated herein by reference to Exhibit 10.45 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Offer Letter to Patrick Guo dated March 26, 2007 (incorporated herein by reference to Exhibit 10.46 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Amendment dated February 29, 2012 to Offer Letter to Patrick Guo (incorporated herein by reference to Exhibit 10.47 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Tenneco Inc. Incentive Deferral Plan (incorporated herein by reference to Exhibit 10.48 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
Tenneco Inc. Excess Benefit Plan (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387).
|
|
—
|
First Amendment to Tenneco Inc. Excess Benefit Plan, dated October 9, 2018 (incorporated herein by reference to Exhibit 10.5 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387).
|
|
—
|
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).
|
|
—
|
Addendum, dated July 20, 2018, to Offer Letter to Brian J. Kesseler dated January 6, 2015 (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387).
|
|
—
|
Offer Letter to Roger Wood dated July 20, 2018 (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387).
|
|
—
|
Tenneco Automotive Operating Company Inc. Severance Benefit Plan and Summary Plan Description, effective as of July 20, 2018 (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387).
|
|
—
|
Form of Restricted Stock Unit Agreement under Tenneco Inc. 2006 Long-Term Incentive Plan (Retention Awards) (incorporated herein by reference to Exhibit 10.6 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387).
|
|
—
|
Tenneco Inc. 2006 Long-Term Incentive Plan Special Restricted Stock Unit and Cash Incentive Award Agreement for Brandon Smith
|
|
—
|
Tenneco Inc. 2006 Long-Term Incentive Plan Special Restricted Stock Unit and Cash Incentive Award Agreement for Jason Hollar
|
|
—
|
Federal-Mogul LLC 2017 Long-Term Incentive Plan Motorparts Segment (for the period January 1, 2017 - December 31, 2019)
|
|
—
|
Federal-Mogul LLC 2017 Long Term Incentive Plan Powertrain Segment (for the period January 1, 2017 - December 31, 2019).
|
|
—
|
Federal-Mogul LLC 2017 Long-Term Incentive Plan Motorparts Segment LTIP Award Agreement (for the period January 1, 2017 - December 31, 2019) effective January 1, 2017
|
|
—
|
Federal-Mogul LLC 2017 Long Term Incentive Plan Powertrain Segment LTIP Award Agreement (for the period January 1, 2017 - December 31, 2019) effective January 1, 2017
|
|
—
|
Federal-Mogul LLC 2018 Long-Term Incentive Plan Motorparts Segment (for the period January 1, 2018 - December 31, 2020)
|
—
|
Federal-Mogul LLC 2018 Long-Term Incentive Plan Powertrain (for the period January 1, 2018 - December 31, 2020)
|
|
—
|
Federal-Mogul LLC 2018 Long Term Incentive Plan Motorparts Segment LTIP Award Agreement (for the period January 1, 2018 - December 31, 2020) effective January 1, 2018
|
|
—
|
Federal-Mogul LLC 2018 Long Term Incentive Plan Powertrain Segment LTIP Award Agreement (for the period January 1, 2018 - December 31, 2020) effective January 1, 2018
|
|
—
|
Form of Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2018)
|
|
11
|
—
|
None.
|
13
|
—
|
None.
|
—
|
Tenneco Inc. Code of Ethical Conduct for Financial Managers (incorporated herein by reference from Exhibit 99.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-12387).
|
|
16
|
—
|
None.
|
18
|
—
|
None.
|
Exhibit
Number
|
|
Description
|
—
|
List of Subsidiaries of Tenneco Inc.
|
|
22
|
—
|
None.
|
—
|
Consent of PricewaterhouseCoopers LLP.
|
|
—
|
Powers of Attorney.
|
|
—
|
Certification of Brian J. Kesseler under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
Certification of Roger J. Wood under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
Certification of Jason M. Hollar under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
—
|
Certification of Brian J. Kesseler, Roger J. Wood and Jason M. Hollar under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
33
|
—
|
None.
|
34
|
—
|
None.
|
35
|
—
|
None.
|
99
|
—
|
None.
|
100
|
—
|
None.
|
101
|
—
|
None.
|
*101.INS
|
—
|
XBRL Instance Document.
|
*101.SCH
|
—
|
XBRL Taxonomy Extension Schema Document.
|
*101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
*101.DEF
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*101.LAB
|
—
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY.
|
TENNECO INC.
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By
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S
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BRIAN J. KESSELER
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Brian J. Kesseler
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Co-Chief Executive Officer
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By
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S
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ROGER J. WOOD
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Roger J. Wood
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Co-Chief Executive Officer
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(a)
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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.
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(b)
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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.
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(a)
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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; and
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(b)
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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.
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(a)
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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
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(b)
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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.
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I.
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PURPOSE AND STRUCTURE
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II.
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DEFINITIONS
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A.
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“Affiliate”
means
each of the following: (i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company or one of its Affiliates; (iv) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (v) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Compensation Committee.
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B.
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“Beneficial Owner
” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
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C.
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“Board”
means the Board of Directors of the Company.
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D.
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“Bonus Award”
is the cash payment that may be earned by Participants in respect of the Performance Period, subject to the eligibility requirements set forth in Section III, achievement by the Company of Performance Metrics set forth in Section V with respect to the Performance Period, and subject to adjustments as provided in this Plan.
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E.
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“Cause”
means with respect to a Participant: (i) there has been misconduct or a gross dereliction of duty resulting in either a violation of law or Company policy or procedures, that, in either case, causes significant financial or reputational harm to the Company (or any of its Affiliates), and that such Participant committed the misconduct or gross dereliction of duty, or failed in his or her responsibility to manage or monitor the applicable conduct or risk; (ii) a conduct of such Participant involves an immoral or illegal act which is reasonably likely to impair the reputation of the Company (or any of its Affiliates); (iii) such Participant violated any securities or employment laws or regulations; (iv) such Participant materially breached the Confidentiality and Intellectual Property Assignment Agreement or any non-compete and/or non-solicitation clauses in such Participant’s employment letter; or (v) such Participant embezzled and/or misappropriated any property of the Company (or any of its Affiliates) or committed any act involving fraud with respect to the Company (or any of its Affiliates).
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F.
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“
Change in Control
” means (i) the consummation of any transaction (including, without limitation, any sale of stock, merger, consolidation or spinoff), the result of which is that any Person, other than Carl Icahn or the Related Parties, becomes that Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the voting securities of the Company (or, if applicable, its parent corporation or entity) or (ii) the acquisition by any Person, other than Carl Icahn or the Related Parties, of all or substantially all of the assets of Company; provided, however, that to the extent the definition of Change in Control is applicable to an Bonus Award that constitutes deferred compensation for purposes of Code Section 409A, the transaction or acquisition shall only constitute a Change in Control for purposes of such Bonus Award to the extent the transaction or acquisition would constitute a change in control under either (i) or (ii) and would also constitute a change in control event as defined in 26 C.F.R. 1.409A-3(i)(5)(i).
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G.
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“Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code will also be a reference to any successor provision and any Treasury Regulation promulgated there under.
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H.
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“Company”
means Federal-Mogul LLC and its subsidiaries and its successors and assigns (with respect to the Motorparts division).
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I.
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“Compensation Committee”
means the Compensation Committee of the Board.
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J.
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“
Disparagement
” means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship or any other Person or entity which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.
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K.
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“Fiscal Year”
means the Company’s Fiscal Year beginning January 1 and ending December 31.
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L.
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“Good Standing”
has the meaning assigned to it in Section III.
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M.
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“Parent”
means
any parent corporation of the Company within the meaning of Section 424(e) of the Code.
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N.
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“Participant(s)”
refer(s) to the employees listed selected and approved by the Compensation Committee, as long as any such person is eligible to participate in the Plan pursuant to Section III and any other person approved by the Compensation Committee in its sole and absolute discretion.
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O.
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“
Performance Metrics
” are the Performance Metrics of the Company established by the Compensation Committee with respect to the Performance Period.
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P.
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“Performance Period”
means three years in duration, beginning on the first day of the 2017 Fiscal Year and ending on December 31, 2019.
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Q.
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“Person”
means any natural person, corporation, limited liability company, or other legal entity.
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R.
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“Recoupment”
is a compensation recovery method, provided under the Plan to recover all (or a portion) of a prior Bonus Award based on a correction or restatement of the Company’s financial statements or other factors affecting Performance Metrics.
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S.
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“Related Parties”
shall mean (i) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (ii) any estate of Carl Icahn or of any Person referred to in clause (i); (iii) any Person who receives a bequest from or beneficial interest in any estate under clause (ii) to the extent of such interest; (iv) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any Person under clauses (i), (ii) or (iii) to the extent of such interest; (v) any Person directly or indirectly owned or controlled by Carl Icahn or any other Person or Persons identified in clauses (i), (ii) (iii) or (iv); and (vi) any not-for-profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl Icahn or any Person identified in clauses (i), (ii) or (iii) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such Person’s will.
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T.
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“Subsidiary”
means
any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
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U.
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“Term”
means the period beginning on the date this Plan is adopted by the Compensation Committee, and ending on the date this Plan is terminated by the Compensation Committee. The Compensation Committee shall have the sole and absolute discretion to amend, modify or terminate this Plan at any time.
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III.
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ELIGIBILITY
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•
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Good Standing.
Participants must be actively employed and in good standing (and otherwise in compliance with the Company’s policies and procedures) on the actual bonus pay date in order to receive a payout. Participants placed on a performance improvement plan or in corrective action status as a result of poor performance during the Performance Period, but who return to “Good Standing” status prior to the bonus payment date, may be eligible for a prorated incentive
payout, as determined by the Compensation Committee in its sole and absolute discretion. As a condition of the receipt of any Bonus Award, the Participant will be required to certify (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Confidentiality Policy or the non-compete and non-solicitation clauses in his or her employment letter, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
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•
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Leave of Absence.
Subject to all applicable law, the Compensation Committee may, in its sole and absolute discretion, adjust any Bonus Award, on a pro-rata basis, for any leave of absence taken by a Participant during the Performance Period.
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•
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Voluntary Separation.
If a Participant voluntarily separates from the Company after the end of the Performance Period, but prior to the applicable Bonus Award payout date, then such Participant’s Bonus Award will be deemed forfeited with respect to the Performance Period.
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•
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Involuntary Separation.
Participants terminated for Cause prior to the payout date will irrevocably forfeit any Bonus Award under the Plan. The determination of “Cause” will be made by the Compensation Committee in its sole and absolute discretion. Any other Participant whose employment is involuntarily terminated prior to the Bonus Award payout date will be deemed ineligible for payment of a Bonus Award.
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•
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Forfeiture of Bonus Award.
If a Participant’s termination of employment occurs prior to the date a Bonus Award that has been awarded to such Participant is actually paid out, then the Participant will not be entitled to any bonus payment with respect to such Bonus Award. Bonus Awards are not considered earned until they are approved by the Compensation Committee and are actually paid by the Company. As a condition of the receipt of any Bonus Award, a Participant may be required to certify in writing (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Integrity Policy Certification Agreement and Confidentiality Agreement, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
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•
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Clawback of Bonus Award.
To the extent not prohibited by applicable law, if a Participant is an officer of the Company, or, if applicable, has otherwise been designated by the Board as an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Compensation Committee shall seek reimbursement of any payment made to such Participant in respect of the Bonus Award in the event of a restatement of the Company’s (or any of its subsidiaries’) financial results (occurring due to material noncompliance with any financial reporting requirements under applicable securities laws) that reduced a previously granted payment made to such Participant in respect of the Bonus Award. In that event, the Compensation Committee may, in its sole and absolute discretion, seek to recover the amount of any such payment made to the Participant that exceeded the amount that would have been paid based on the restated financial results. To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of, Section 409A of the Code
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IV.
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TARGET BONUS AWARD
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V.
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PERFORMANCE METRICS
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VI.
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COMPUTATION AND DISBURSEMENT OF FUNDS
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VII.
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ADMINISTRATION
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I.
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PURPOSE AND STRUCTURE
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II.
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DEFINITIONS
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A.
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“Affiliate”
means
each of the following: (i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company or one of its Affiliates; (iv) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (v) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Compensation Committee.
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B.
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“Beneficial Owner
” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
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C.
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“Board”
means the Board of Directors of the Company.
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D.
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“Bonus Award”
is the cash payment that may be earned by Participants in respect of the Performance Period, subject to the eligibility requirements set forth in Section III, achievement by the Company of Performance Metrics set forth in Section V with respect to the Performance Period, and subject to adjustments as provided in this Plan.
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E.
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“Cause”
means with respect to a Participant: (i) there has been misconduct or a gross dereliction of duty resulting in either a violation of law or Company policy or procedures, that, in either case, causes significant financial or reputational harm to the Company (or any of its Affiliates), and that such Participant committed the misconduct or gross dereliction of duty, or failed in his or her responsibility to manage or monitor the applicable conduct or risk; (ii) a conduct of such Participant involves an immoral or illegal act which is reasonably likely to impair the reputation of the Company (or any of its Affiliates); (iii) such Participant violated any securities or employment laws or regulations; (iv) such Participant materially breached the
Confidentiality and Intellectual Property Assignment Agreement
or any non-compete and/or non-solicitation clauses in such Participant’s employment letter; or (v) such Participant embezzled and/or misappropriated any property of the Company (or any of its Affiliates) or committed any act involving fraud with respect to the Company (or any of its Affiliates).
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F.
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“
Change in Control
” means (i) the consummation of any transaction (including, without limitation, any sale of stock, merger, consolidation or spinoff), the result of which is that any Person, other than Carl Icahn or the Related Parties, becomes that Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the voting securities of the Company (or, if applicable, its parent corporation or entity) or (ii) the acquisition by any Person, other than Carl Icahn or the Related Parties, of all or substantially all of the assets of Company; provided, however, that to the extent the definition of Change in Control is applicable to an Bonus Award that constitutes deferred compensation for purposes of Code Section 409A, the transaction or acquisition shall only constitute a Change in Control for purposes of such Bonus Award to the extent the transaction or acquisition would constitute a change in control under either (i) or (ii) and would also constitute a change in control event as defined in 26 C.F.R. 1.409A-3(i)(5)(i).
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G.
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“Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code will also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
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H.
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“Company”
means Federal-Mogul LLC and its subsidiaries and its successors and assigns (with respect to the Powertrain division).
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I.
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“Compensation Committee”
means the Compensation Committee of the Board.
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J.
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“
Disparagement
” means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship or any other Person or entity which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.
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K.
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“Fiscal Year”
means the Company’s Fiscal Year beginning January 1 and ending December 31.
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L.
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“Good Standing”
has the meaning assigned to it in Section III.
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M.
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“Parent”
means
any parent corporation of the Company within the meaning of Section 424(e) of the Code.
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N.
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“Participant(s)”
refer(s) to the employees listed selected and approved by the Compensation Committee, as long as any such person is eligible to participate in the Plan pursuant to Section III and any other person approved by the Compensation Committee in its sole and absolute discretion.
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O.
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“
Performance Metrics
” are the Performance Metrics of the Company established by the Compensation Committee with respect to the Performance Period.
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P.
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“Performance Period”
means three years in duration, beginning on the first day of the 2017 Fiscal Year and ending on December 31, 2019.
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Q.
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“Person”
means any natural person, corporation, limited liability company, or other legal entity.
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R.
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“Recoupment”
is a compensation recovery method, provided under the Plan to recover all (or a portion) of a prior Bonus Award based on a correction or restatement of the Company’s financial statements or other factors affecting Performance Metrics.
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S.
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“Related Parties”
shall mean (i) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (ii) any estate of Carl Icahn or of any Person referred to in clause (i); (iii) any Person who receives a bequest from or beneficial interest in any estate under clause (ii) to the extent of such interest; (iv) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any Person under clauses (i), (ii) or (iii) to the extent of such interest; (v) any Person directly or indirectly owned or controlled by Carl Icahn or any other Person or Persons identified in clauses (i), (ii) (iii) or (iv); and (vi) any not-for-profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl Icahn or any Person identified in clauses (i), (ii) or (iii) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such Person’s will.
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T.
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“Subsidiary”
means
any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
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U.
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“Term”
means the period beginning on the date this Plan is adopted by the Compensation Committee, and ending on the date this Plan is terminated by the Compensation Committee. The Compensation Committee shall have the sole and absolute discretion to amend, modify or terminate this Plan at any time.
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III.
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ELIGIBILITY
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•
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Good Standing.
Participants must be actively employed and in good standing (and otherwise in compliance with the Company’s policies and procedures) on the actual bonus pay date in order to receive a payout. Participants placed on a performance improvement plan or in corrective action status as a result of poor performance during the Performance Period, but who return to “Good Standing” status prior to the bonus payment date, may be eligible for a prorated incentive
payout, as determined by the Compensation Committee in its sole and absolute discretion. As a condition of the receipt of any Bonus Award, the Participant will be required to certify (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Confidentiality Policy or the non-compete and non-solicitation clauses in his or her employment letter, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
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•
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Leave of Absence.
Subject to all applicable law, the Compensation Committee may, in its sole and absolute discretion, adjust any Bonus Award, on a pro-rata basis, for any leave of absence taken by a Participant during the Performance Period.
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•
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Voluntary Separation.
If a Participant voluntarily separates from the Company after the end of the Performance Period, but prior to the applicable Bonus Award payout date, then such Participant’s Bonus Award will be deemed forfeited with respect to the Performance Period.
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•
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Involuntary Separation.
Participants terminated for Cause prior to the payout date will irrevocably forfeit any Bonus Award under the Plan. The determination of “Cause” will be made by the Compensation Committee in its sole and absolute discretion. Any other Participant whose employment is involuntarily terminated prior to the Bonus Award payout date will be deemed ineligible for payment of a Bonus Award.
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•
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Forfeiture of Bonus Award.
If a Participant’s termination of employment occurs prior to the date a Bonus Award that has been awarded to such Participant is actually paid out, then the Participant will not be entitled to any bonus payment with respect to such Bonus Award. Bonus Awards are not considered earned until they are approved by the Compensation Committee and are actually paid by the Company. As a condition of the receipt of any Bonus Award, a Participant may be required to certify in writing (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Integrity Policy Certification Agreement and Confidentiality Agreement, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
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•
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Clawback of Bonus Award.
To the extent not prohibited by applicable law, if a Participant is an officer of the Company, or, if applicable, has otherwise been designated by the Board as an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Compensation Committee shall seek reimbursement of any payment made to such Participant in respect of the Bonus Award in the event of a restatement of the Company’s (or any of its subsidiaries’) financial results (occurring due to material noncompliance with any financial reporting requirements under applicable securities laws) that reduced a previously granted payment made to such Participant in respect of the Bonus Award. In that event, the Compensation Committee may, in its sole and absolute discretion, seek to recover the amount of any such payment made to the Participant that exceeded the amount that would have been paid based on the restated financial results.
To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of, Section 409A of the Code.
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IV.
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BONUS AWARD
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V.
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PERFORMANCE METRICS
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VI.
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COMPUTATION AND DISBURSEMENT OF FUNDS
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VII.
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ADMINISTRATION
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a.
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Participant’s target Award hereunder shall be a combination of a performance-based award and a service-based award. For the 2017-2019 Performance Period, the total target award for both elements shall be a total target of ____________ allocated as follows:
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i.
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Participant’s performance-based portion of the Award will equate to 75% of the total Award (see Section 7(a)). The final performance-based portion will be determined based on the achievement of the two performance metrics described above in Section 4 of this Agreement following the end of the Performance Period, subject to the Participant’s continued employment with the Company through the applicable payment date. Actual award payout will be equal to the target Award multiplied by the percent of the Award achieved and earned as determined by the Compensation Committee in accordance with
Appendix A
.
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ii.
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Participant’s service-based portion of the Award will equate to 25% of the total Award (see Section 7(a)). The service-based portion will be payable at the end of the three-year Performance Period, subject to the Participant’s continued employment with the Company through the applicable payment date.
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(a)
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“PT Bonus Pool” means 5.18% of Economic Profit generated by the Powertrain Segment during the Performance Period. The PT Bonus Pool cannot be less than $0 and may not exceed $[ ] with respect to the Performance Period.
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(b)
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“Economic Profit” means, with respect to the Powertrain Segment of the Company, EBIT of the Powertrain Segment less the Capital Charge. Economic Profit shall be calculated quarterly during the Performance Period.
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(c)
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“EBIT” means, for any fiscal quarter, the Powertrain Segment’s consolidated net income determined in accordance with GAAP before the following:
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i.
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interest income and expense,
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ii.
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provision for income taxes (including tax sharing payments),
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iii.
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legacy defined benefit expenses (including European pension expense),
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iv.
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OPEB curtailment gains or losses,
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v.
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expenses associated with factoring of receivables,
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vi.
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gains and losses on the sale of a business,
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vii.
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restructuring charge, to be capitalized and then amortized through EBIT over a 3 year period (i.e. over 12 quarters).
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viii.
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Intercompany Dividends, Income/Expense, Fixed Asset transfers,
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ix.
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Minority Interest, and
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x.
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Goodwill Impairment.
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(d)
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“Capital Charge” means, for any fiscal quarter, Average Working Assets multiplied by the annual rate specified below. Capital Charge shall be calculated quarterly during the Performance Period.
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i.
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Fiscal 2017: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
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ii.
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Fiscal 2018: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
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iii.
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Fiscal 2019: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
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(e)
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“Average Working Assets” means, for any fiscal quarter, the average of (i) Working Assets as of the last day of such quarter and (ii) Working Assets as of the last day of the immediately preceding quarter. Average Working Assets shall be calculated quarterly during the Performance Period.
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(f)
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“Powertrain Segment” means the Powertrain operating segment of the Company (or any successor operating segment).
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(g)
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“Working Assets” means, for any fiscal quarter, the following items for the Powertrain Segment as of the last day of such quarter (in each case determined in accordance with GAAP):
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i.
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accounts receivable; plus
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ii.
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factored receivables that would not have otherwise been paid during the fiscal quarter; plus
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iii.
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net inventory; plus
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iv.
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property, plant and equipment net of depreciation (i.e. net book value); plus
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v.
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goodwill and other intangible assets related to acquisitions or investments completed on or after September 30, 2013; plus
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vi.
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net book value of capitalized restructuring (i.e. gross amount of restructuring capitalized net of accumulated amortized restructuring charged through EBIT); plus
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vii.
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investments in non-consolidated subsidiaries (excluding $[ ] million consisting primarily of retained earnings established before January 1, 2014); less
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viii.
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accounts payable; less
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ix.
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accrued liabilities (other than accruals for short term taxes or short term interest).
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I.
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PURPOSE AND STRUCTURE
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II.
|
DEFINITIONS
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A.
|
“Affiliate”
means each of the following: (i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company or one of its Affiliates; (iv) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (v) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Compensation Committee.
|
B.
|
“Beneficial Owner
” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
|
C.
|
“Board”
means the Board of Directors of the Company.
|
D.
|
“Bonus Award”
is the cash payment that may be earned by Participants in respect of the Performance Period, subject to the eligibility requirements set forth in Section III, achievement by the Company of Performance Metrics set forth in Section V with respect to the Performance Period, and subject to adjustments as provided in this Plan.
|
E.
|
“Cause”
means with respect to a Participant, the occurrence of any of the following: (i) willful failure of the Participant to perform substantially his/her duties (other than any such failure resulting from incapacity due to disability); (ii) the Participant’s commission of, or indictment for, a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of guilty or
nolo contendere
to a crime or misdemeanor (other than a traffic violation) punishable by imprisonment under foreign, federal, state or local law; (iii) the Participant’s engagement in an act of fraud or other act of willful dishonesty or misconduct, towards the Company or any of its Affiliates, or detrimental to the Company or any of its Affiliates, or in the performance of the Participant’s duties; (iv) the Participant’s negligence in the performance of employment duties that has a detrimental effect on the Company or any of its Affiliates; (v) the Participant’s violation of a federal or state securities law or regulation; (vi) the Participant’s use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly impairs the Participant’s ability to carry out his or her duties and responsibilities; (vii) material violation by the Participant of the policies and procedures of the Company or any of its Affiliates; (viii) the Participant’s embezzlement and/or misappropriation of property of the Company or any of its Affiliates; (ix) conduct by the Participant involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its Affiliates; or (x) the Participant’s material breach of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement, Confidentiality and Intellectual Property Assignment Agreement, the non-compete and non-solicitation clauses in his or her employment letter (if applicable) or any restrictive covenants applicable to the Participant.
|
F.
|
“
Change in Control
” means (i) the consummation of any transaction (including, without limitation, any sale of stock, merger, consolidation or spinoff), the result of which is that any Person, other than Carl Icahn or the Related Parties, becomes that Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the voting securities of the Company (or, if applicable, its parent corporation or entity) or (ii) the acquisition by any Person, other than Carl Icahn or the Related Parties, of all or substantially all of the assets of Company; provided, however, that to the extent the definition of Change in Control is applicable to a Bonus Award that constitutes deferred compensation for purposes of Code Section 409A, the transaction or acquisition shall only constitute a Change in Control for purposes of such Bonus Award to the extent the transaction or acquisition would constitute a change in control under either (i) or (ii) and would also constitute a change in control event as defined in 26 C.F.R. 1.409A-3(i)(5)(i).
|
G.
|
“Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code will also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
|
H.
|
“Company”
means Federal-Mogul LLC and its subsidiaries and its successors and assigns (with respect to the Motorparts division).
|
I.
|
“Compensation Committee”
means the Compensation Committee of the Board.
|
J.
|
“
Disparagement
” means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship or any other Person or entity which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.
|
K.
|
“Fiscal Year”
means the Company’s Fiscal Year beginning January 1 and ending December 31.
|
L.
|
“Good Standing”
has the meaning assigned to it in Section III.
|
M.
|
“Parent”
means any parent corporation of the Company within the meaning of Section 424(e) of the Code.
|
N.
|
“Participant(s)”
refer(s) to the employees listed selected and approved by the Compensation Committee, as long as any such person is eligible to participate in the Plan pursuant to Section III and any other person approved by the Compensation Committee in its sole and absolute discretion.
|
O.
|
“
Performance Metrics
” are the Performance Metrics of the Company established by the Compensation Committee with respect to the Performance Period.
|
P.
|
“Performance Period”
means three years in duration, beginning on the first day of the 2018 Fiscal Year and ending on December 31, 2020.
|
Q.
|
“Person”
means any natural person, corporation, limited liability company, or other legal entity.
|
R.
|
“Recoupment”
is a compensation recovery method, provided under the Plan to recover all (or a portion) of a prior Bonus Award based on a correction or restatement of the Company’s financial statements or other factors affecting Performance Metrics.
|
S.
|
“Related Parties”
shall mean (i) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (ii) any estate of Carl Icahn or of any Person referred to in clause (i); (iii) any Person who receives a bequest from or beneficial interest in any estate under clause (ii) to the extent of such interest; (iv) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any Person under clauses (i), (ii) or (iii) to the extent of such interest; (v) any Person directly or indirectly owned or controlled by Carl Icahn or any other Person or Persons identified in clauses (i), (ii) (iii) or (iv); and (vi) any not-for-profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl Icahn or any Person identified in clauses (i), (ii) or (iii) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such Person’s will.
|
T.
|
“Subsidiary”
means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
|
U.
|
“Term”
means the period beginning on the date this Plan is adopted by the Compensation Committee, and ending on the date this Plan is terminated by the Compensation Committee. The Compensation Committee shall have the sole and absolute discretion to amend, modify or terminate this Plan at any time.
|
III.
|
ELIGIBILITY
|
•
|
Good Standing.
Participants must be actively employed and in good standing (and otherwise in compliance with the Company’s policies and procedures) on the actual bonus pay date in order to receive a payout. Participants placed on a performance improvement plan or in corrective action status as a result of poor performance during the Performance Period, but who return to “Good Standing” status prior to the bonus payment date, may be eligible for a prorated incentive payout, as determined by the Compensation Committee in its sole and absolute discretion. As a condition of the receipt of any Bonus Award, the Participant will be required to certify (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement or the non-compete and non-solicitation clauses in his or her employment letter, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
|
•
|
Leave of Absence.
Subject to all applicable law, the Compensation Committee may, in its sole and absolute discretion, adjust any Bonus Award, on a pro-rata basis, for any leave of absence taken by a Participant during the Performance Period.
|
•
|
Voluntary Separation.
If a Participant voluntarily separates from the Company after the end of the Performance Period, but prior to the applicable Bonus Award payout date, then such Participant’s Bonus Award will be deemed forfeited with respect to the Performance Period.
|
•
|
Involuntary Separation.
Participants terminated for Cause prior to the payout date will irrevocably forfeit any Bonus Award under the Plan. The determination of “Cause” will be made by the Compensation Committee in its sole and absolute discretion. Any other Participant whose employment is involuntarily terminated prior to the Bonus Award payout date will be deemed ineligible for payment of a Bonus Award.
|
•
|
Forfeiture of Bonus Award.
If a Participant’s termination of employment occurs prior to the date a Bonus Award that has been awarded to such Participant is actually paid out, then the Participant will not be entitled to any bonus payment with respect to such Bonus Award. Bonus Awards are not considered earned until they are approved by the Compensation Committee and are actually paid by the Company. As a condition of the receipt of any Bonus Award, a Participant may be required to certify in writing (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement, Confidentiality and Intellectual Property Assignment Agreement, the non-compete and non-solicitation clauses in his or her employment letter (if applicable) or any restrictive covenants applicable to the Participant, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
|
•
|
Clawback of Bonus Award.
In the event that a Participant is terminated for Cause, the Company will be entitled to recover from the Participant at any time, and the Participant will pay over to the Company upon request, an amount equal to any Bonus Award that has been paid out to the Participant. To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of, Section 409A of the Code.
|
IV.
|
TARGET BONUS AWARD
|
V.
|
PERFORMANCE METRICS
|
VI.
|
COMPUTATION AND DISBURSEMENT OF FUNDS
|
A.
|
COMPUTATION
|
B.
|
DISBURSEMENT OF FUNDS
|
C.
|
TAXES
|
VII.
|
ADMINISTRATION
|
VIII.
|
NO EMPLOYMENT CONTRACT; FUTURE PLANS
|
IX.
|
GENERAL PROVISIONS
|
X.
|
COMPLIANCE WITH CODE SECTION 409(A)
|
XI.
|
PERSONAL INFORMATION
|
I.
|
PURPOSE AND STRUCTURE
|
II.
|
DEFINITIONS
|
A.
|
“Affiliate”
means each of the following: (i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company or one of its Affiliates; (iv) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (v) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Compensation Committee.
|
B.
|
“Beneficial Owner
” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
|
C.
|
“Board”
means the Board of Directors of the Company.
|
D.
|
“Bonus Award”
is the cash payment that may be earned by Participants in respect of the Performance Period, subject to the eligibility requirements set forth in Section III, achievement by the Company of Performance Metrics set forth in Section V with respect to the Performance Period, and subject to adjustments as provided in this Plan.
|
E.
|
“Cause”
means with respect to a Participant, the occurrence of any of the following: (i) willful failure of the Participant to perform substantially his/her duties (other than any such failure resulting from incapacity due to disability); (ii) the Participant’s commission of, or indictment for, a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of guilty or
nolo contendere
to a crime or misdemeanor (other than a traffic violation) punishable by imprisonment under foreign, federal, state or local law; (iii) the Participant’s engagement in an act of fraud or other act of willful dishonesty or misconduct, towards the Company or any of its Affiliates, or detrimental to the Company or any of its Affiliates, or in the performance of the Participant’s duties; (iv) the Participant’s negligence in the performance of employment duties that has a detrimental effect on the Company or any of its Affiliates; (v) the Participant’s violation of a federal or state securities law or regulation; (vi) the Participant’s use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly impairs the Participant’s ability to carry out his or her duties and responsibilities; (vii) material violation by the Participant of the policies and procedures of the Company or any of its Affiliates; (viii) the Participant’s embezzlement and/or misappropriation of property of the Company or any of its Affiliates; (ix) conduct by the Participant involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its Affiliates; or (x) the Participant’s material breach of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement, Confidentiality and Intellectual Property Assignment Agreement, the non-compete and non-solicitation clauses in his or her employment letter (if applicable) or any restrictive covenants applicable to the Participant.
|
F.
|
“
Change in Control
” means (i) the consummation of any transaction (including, without limitation, any sale of stock, merger, consolidation or spinoff), the result of which is that any Person, other than Carl Icahn or the Related Parties, becomes that Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the voting securities of the Company (or, if applicable, its parent corporation or entity) or (ii) the acquisition by any Person, other than Carl Icahn or the Related Parties, of all or substantially all of the assets of Company; provided, however, that to the extent the definition of Change in Control is applicable to a Bonus Award that constitutes deferred compensation for purposes of Code Section 409A, the transaction or acquisition shall only constitute a Change in Control for purposes of such Bonus Award to the extent the transaction or acquisition would constitute a change in control under either (i) or (ii) and would also constitute a change in control event as defined in 26 C.F.R. 1.409A-3(i)(5)(i).
|
G.
|
“Code”
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code will also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
|
H.
|
“Company”
means Federal-Mogul LLC and its subsidiaries and its successors and assigns (with respect to the Powertrain division).
|
I.
|
“Compensation Committee”
means the Compensation Committee of the Board.
|
J.
|
“
Disparagement
” means making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship or any other Person or entity which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (ii) the
|
K.
|
“Fiscal Year”
means the Company’s Fiscal Year beginning January 1 and ending December 31.
|
L.
|
“Good Standing”
has the meaning assigned to it in Section III.
|
M.
|
“Parent”
means any parent corporation of the Company within the meaning of Section 424(e) of the Code.
|
N.
|
“Participant(s)”
refer(s) to the employees listed selected and approved by the Compensation Committee, as long as any such person is eligible to participate in the Plan pursuant to Section III and any other person approved by the Compensation Committee in its sole and absolute discretion.
|
O.
|
“
Performance Metrics
” are the Performance Metrics of the Company established by the Compensation Committee with respect to the Performance Period.
|
P.
|
“Performance Period”
means three years in duration, beginning on the first day of the 2018 Fiscal Year and ending on December 31, 2020.
|
Q.
|
“Person”
means any natural person, corporation, limited liability company, or other legal entity.
|
R.
|
“Recoupment”
is a compensation recovery method, provided under the Plan to recover all (or a portion) of a prior Bonus Award based on a correction or restatement of the Company’s financial statements or other factors affecting Performance Metrics.
|
S.
|
“Related Parties”
shall mean (i) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (ii) any estate of Carl Icahn or of any Person referred to in clause (i); (iii) any Person who receives a bequest from or beneficial interest in any estate under clause (ii) to the extent of such interest; (iv) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any Person under clauses (i), (ii) or (iii) to the extent of such interest; (v) any Person directly or indirectly owned or controlled by Carl Icahn or any other Person or Persons identified in clauses (i), (ii) (iii) or (iv); and (vi) any not-for-profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl Icahn or any Person identified in clauses (i), (ii) or (iii) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such Person’s will.
|
T.
|
“Subsidiary”
means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
|
U.
|
“Term”
means the period beginning on the date this Plan is adopted by the Compensation Committee, and ending on the date this Plan is terminated by the Compensation Committee. The Compensation Committee shall have the sole and absolute discretion to amend, modify or terminate this Plan at any time.
|
III.
|
ELIGIBILITY
|
•
|
Good Standing.
Participants must be actively employed and in good standing (and otherwise in compliance with the Company’s policies and procedures) on the actual bonus pay date in order to receive a payout. Participants placed on a performance improvement plan or in corrective action status as a result of poor performance during the Performance Period, but who return to “Good Standing” status prior to the bonus payment date, may be eligible for a prorated incentive payout, as determined by the Compensation Committee in its sole and absolute discretion. As a condition of the receipt of any Bonus Award, the Participant will be required to certify (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement or the non-compete and non-solicitation clauses in his or her employment letter, and (iii) has not engaged in, and does not intend to engage in, any behavior that would result in a termination for Cause.
|
•
|
Leave of Absence.
Subject to all applicable law, the Compensation Committee may, in its sole and absolute discretion, adjust any Bonus Award, on a pro-rata basis, for any leave of absence taken by a Participant during the Performance Period.
|
•
|
Voluntary Separation.
If a Participant voluntarily separates from the Company after the end of the Performance Period, but prior to the applicable Bonus Award payout date, then such Participant’s Bonus Award will be deemed forfeited with respect to the Performance Period.
|
•
|
Involuntary Separation.
Participants terminated for Cause prior to the payout date will irrevocably forfeit any Bonus Award under the Plan. The determination of “Cause” will be made by the Compensation Committee in its sole and absolute discretion. Any other Participant whose employment is involuntarily terminated prior to the Bonus Award payout date will be deemed ineligible for payment of a Bonus Award.
|
•
|
Forfeiture of Bonus Award.
If a Participant’s termination of employment occurs prior to the date a Bonus Award that has been awarded to such Participant is actually paid out, then the Participant will not be entitled to any bonus payment with respect to such Bonus Award. Bonus Awards are not considered earned until they are approved by the Compensation Committee and are actually paid by the Company. As a condition of the receipt of any Bonus Award, a Participant may be required to certify in writing (or will be deemed to have certified) at the time of receipt in a manner acceptable to the Company that the Participant (i) is in compliance with the terms and conditions of the Plan, (ii) has not violated any terms of the Company’s Integrity Policy Certification Agreement and Confidentiality Agreement, Confidentiality and Intellectual Property Assignment Agreement, the non-compete and non-solicitation clauses in his or her employment letter (if
|
•
|
Clawback of Bonus Award.
In the event that a Participant is terminated for Cause, the Company will be entitled to recover from the Participant at any time, and the Participant will pay over to the Company upon request, an amount equal to any Bonus Award that has been paid out to the Participant. To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of, Section 409A of the Code.
|
IV.
|
BONUS AWARD
|
V.
|
PERFORMANCE METRICS
|
VI.
|
COMPUTATION AND DISBURSEMENT OF FUNDS
|
A.
|
COMPUTATION
|
B.
|
DISBURSEMENT OF FUNDS
|
C.
|
TAXES
|
VII.
|
ADMINISTRATION
|
VIII.
|
NO EMPLOYMENT CONTRACT; FUTURE PLANS
|
IX.
|
GENERAL PROVISIONS
|
X.
|
COMPLIANCE WITH CODE SECTION 409(A)
|
XI.
|
PERSONAL INFORMATION
|
•
|
50% Operational EBITDA
|
•
|
25% ROWA
|
•
|
25% Net Sales
|
•
|
50% Operational EBITDA
|
•
|
25% ROWA
|
•
|
25% Net Sales
|
3.
|
DEFINITIONS.
|
(a)
|
“PT Bonus Pool” means 5% of Economic Profit generated by the Powertrain Segment during the Performance Period. The PT Bonus Pool cannot be less than $0 and may not exceed $[ ] with respect to the Performance Period.
|
(b)
|
“Economic Profit” means, with respect to the Powertrain Segment of the Company, EBIT of the Powertrain Segment less the Capital Charge. Economic Profit shall be calculated quarterly during the Performance Period.
|
(c)
|
“EBIT” means, for any fiscal quarter, the Powertrain Segment’s consolidated net income determined in accordance with GAAP before the following:
|
i.
|
interest income and expense,
|
ii.
|
provision for income taxes (including tax sharing payments),
|
iii.
|
legacy defined benefit expenses (including European pension expense),
|
iv.
|
OPEB curtailment gains or losses,
|
v.
|
expenses associated with factoring of receivables,
|
vi.
|
gains and losses on the sale of a business,
|
vii.
|
restructuring charge, to be capitalized and then amortized through EBIT over a 3 year period (i.e. over 12 quarters).
|
viii.
|
Intercompany Dividends, Income/Expense, Fixed Asset transfers,
|
ix.
|
Minority Interest, and
|
x.
|
Goodwill Impairment.
|
(d)
|
“Capital Charge” means, for any fiscal quarter, Average Working Assets multiplied by the annual rate specified below. Capital Charge shall be calculated quarterly during the Performance Period.
|
i.
|
Fiscal 2018: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
|
ii.
|
Fiscal 2019: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
|
iii.
|
Fiscal 2020: Ten percent (10.0%) (
i.e.
, 2.5% each fiscal quarter).
|
(e)
|
“Average Working Assets” means, for any fiscal quarter, the average of (i) Working Assets as of the last day of such quarter and (ii) Working Assets as of the last day of the immediately preceding quarter. Average Working Assets shall be calculated quarterly during the Performance Period.
|
(f)
|
“Powertrain Segment” means the Powertrain operating segment of the Company (or any successor operating segment).
|
(g)
|
“Working Assets” means, for any fiscal quarter, the following items for the Powertrain Segment as of the last day of such quarter (in each case determined in accordance with GAAP):
|
i.
|
accounts receivable; plus
|
ii.
|
factored receivables that would not have otherwise been paid during the fiscal quarter; plus
|
iii.
|
net inventory; plus
|
iv.
|
property, plant and equipment net of depreciation (i.e. net book value); plus
|
v.
|
goodwill and other intangible assets related to acquisitions or investments completed on or after September 30, 2013; plus
|
vi.
|
net book value of capitalized restructuring (i.e. gross amount of restructuring capitalized net of accumulated amortized restructuring charged through EBIT); plus
|
vii.
|
investments in non-consolidated subsidiaries (excluding $[ ] million consisting primarily of retained earnings established before January 1, 2014); less
|
viii.
|
accounts payable; less
|
ix.
|
accrued liabilities (other than accruals for short term taxes or short term interest).
|
(a)
|
TSR Target PSUs
. For purposes hereof, the Participant’s “TSR Target PSUs” are equal to 50% of his or her total Target PSUs. The maximum number of TSR Target PSUs (expressed as a percentage, the “TSR Vesting Percentage”) to which the Participant may become entitled under the Award (subject to the terms and conditions of the Plan) is based on the Relative TSR Percentile Ranking (calculated as described in Appendix A) for the Performance Period based on the following chart:
|
(c)
|
FCF Target PSUs
. For purposes hereof, the Participant’s “FCF Target PSUs” are equal to 50% of his or her total Target PSUs. The maximum number of FCF Target PSUs (expressed as a percentage, the “FCF Vesting Percentage”) to which the Participant may become entitled under the Award (subject to the terms and conditions of this Award Agreement) is based on the Cumulative FCF (calculated as described in Appendix A) achieved for the Performance Period against the Cumulative FCF Target established by the Committee for the Performance Period based on the following chart:
|
Cumulative FCF Target
|
FCF Vesting Percentage
|
|
200% (maximum)
|
|
100% (target)
|
|
50% (threshold)
|
|
0%
|
(d)
|
Determination of Performance Targets and Number of Vested Target PSUs.
As soon as practicable following the end of the Performance Period, the Committee shall determine whether and the extent to which the Performance Targets have been satisfied and the number of the Participant’s Target PSUs to which the Participant shall be entitled under the Award, subject to the terms and conditions of Paragraph 3 and the other terms and conditions of this Award Agreement.
|
(e)
|
Interpolation.
Interpolation shall be used to determine the TSR Vesting Percentage and FCF Vesting Percentage, as applicable, in the event the Relative TSR Percentile Ranking and/or Cumulative FCF Target, as applicable, does not fall directly on one of the ranks or targets, as applicable, listed in the above charts.
|
(a)
|
Unvested Award
. Except as otherwise specifically provided herein, the Participant shall have no right with respect to any payments or other amounts in respect of this Award until the Award is actually settled on the Settlement Date (as defined below) and if the Participant’s Termination Date occurs before the Settlement Date, the Participant shall forfeit this Award and shall have no rights with respect thereto.
|
(b)
|
Settlement Generally.
Except as otherwise provided in this Paragraph 3, the settlement of this Award shall be made following the end of the Performance Period as of a date determined by the Committee and no later than two and one-half months after the end of the Performance Period (such date, the “Settlement Date”). Unless otherwise determined by the Committee in accordance with the terms of the Plan, settlement shall be made in the form of shares of Common Stock with one share of Common Stock being issued in settlement of each vested Target PSU, plus an amount of cash equal to the Fair Market Value of any fractional vested Target PSUs being settled as of such Settlement Date. Upon the settlement of the Award, the Award shall be cancelled.
|
(c)
|
Termination for Death, Total Disability or Retirement.
Notwithstanding the provisions of Paragraphs 3(a) and (b), if the Participant’s Termination Date occurs on or before the end of the Performance Period:
|
(i)
|
as a result of the Participant’s death or Total Disability (as defined below), the Participant (or, in the event of his or her death, his or her beneficiary) shall be entitled to settlement of that number of Target PSUs equal to the product of (A) 100% of the Target PSUs subject to this Award for the Performance Period, multiplied by (B) the Termination Multiplier (as defined below), which Target PSUs shall be settled within 60 days after the Participant’s Termination Date (and such date shall be the “Settlement Date” for purposes of this Award Agreement), or
|
(ii)
|
as a result of Retirement (as defined below), the Participant shall be entitled to settlement of that number of Target PSUs equal to the product of (A) the number of Target PSUs to which the Participant would otherwise have been entitled pursuant to Paragraph 2 for the Performance Period had the Participant’s Termination Date not occurred prior to the end of the Performance Period, multiplied by (B) the Termination Multiplier, which Target PSUs shall be settled on the Settlement Date.
|
(d)
|
Change in Control.
In the event of a Change in Control, the terms of Article 6 of the Plan shall control.
|
(e)
|
Certain Definitions.
For purposes of this Award Agreement, the term (i) “Total Disability” means an event that results in the Participant being (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or its Subsidiaries, (ii) “Retirement” means the Participant’s termination of employment with the Company and its Subsidiaries, other than termination by the Company and its Subsidiaries for cause, which shall include the failure to meet the obligations required by the individual’s position (as determined in the reasonable discretion of the Committee), after the date on which the Participant attains (A) age 65 or (B) age 55 and has completed at least 10 years of service with the Company and its Subsidiaries, and (iii)“Termination Multiplier” means a fraction, the numerator of which is the number of full months of the Participant’s employment during the Performance Period prior to his or her Termination Date and the denominator of which is the number of full months in the Performance Period.
|
(f)
|
Effect of Contrary Terms in Employment Agreement.
In the event that the Company (or any of its Subsidiaries) is a party to a written employment agreement with the Participant, and if the employment agreement is inconsistent with the provisions of this Paragraph 3, the terms of the employment agreement will take precedence over the foregoing provisions, as applicable.
|
(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.
|
“TSR”
|
=
|
Change in Stock Price + Dividends Paid
|
|
|
Beginning Stock Price
|
“TSR”
|
=
|
Change in Stock Price + Dividends Paid
|
|
|
Beginning Stock Price
|
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 PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;
|
(c)
|
all decisions with respect to future grants of PSUs 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 PSUs 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 PSUs and the shares of Common Stock subject to the PSUs are not intended to replace any pension rights or compensation;
|
(g)
|
the PSUs, the shares of Common Stock subject to the PSUs 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, holiday pay, 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 PSUs 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 PSUs;
|
(j)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the Participant ceasing to have rights under or to be entitled to PSUs, 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 PSUs 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 PSUs or of any amounts due pursuant to the settlement of the PSUs 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 PSUs 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 PSUs 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.
|
ARGENTINA
|
AUSTRALIA
|
BELGIUM
|
BRAZIL
|
CANADA
|
CHINA
|
CZECHIA
|
FINLAND
|
FRANCE
|
GERMANY
|
INDIA
|
ITALY
|
JAPAN
|
KOREA
|
(a)
|
The Participant agrees to the collection, use, processing and transfer of Data as described in Section 9 of the “All Non-U.S. Countries” portion of this Addendum; and
|
(b)
|
The Participant agrees to the processing of the Participant’s unique identifying information (resident registration number) as described in Section 9 of the “All Non-U.S. Countries” portion of this Addendum.
|
MEXICO
|
POLAND
|
PORTUGAL
|
RUSSIA
|
SOUTH AFRICA
|
SPAIN
|
SWEDEN
|
THAILAND
|
UNITED KINGDOM
|
(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; and
|
(b)
|
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.
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
A.E. Group Machines Limited
|
|
Indirect
|
|
United Kingdom
|
AE International Limited
|
|
Indirect
|
|
United Kingdom
|
Anand I-Power Limited
|
|
Indirect
|
|
India
|
Anqing TP Goetze Liner Co., Ltd.
|
|
Indirect
|
|
China
|
Anqing TP Goetze Piston Ring Co., Ltd.
|
|
Indirect
|
|
China
|
Anqing TP Powder Metallurgy Co. Ltd.
|
|
Indirect
|
|
China
|
Armstrong Properties (Pty.) Ltd.
|
|
Indirect
|
|
South Africa
|
Ateliers Juliette Adam SAS
|
|
Indirect
|
|
France
|
Autopartes Walker, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Beck Arnley Holdings LLC
|
|
Indirect
|
|
United States
|
Carter Automotive Company LLC
|
|
Indirect
|
|
United States
|
CATAI s.r.l.
|
|
Indirect
|
|
Italy
|
CED’S Inc.
|
|
Indirect
|
|
Illinois
|
Clevite Industries Inc.
|
|
Indirect
|
|
Delaware
|
Componentes Venezolanos de Direccion, S.A.
|
|
Indirect
|
|
Venezuela
|
Cooperatief Federal-Mogul Dutch Investments B.A.
|
|
Direct
|
|
Netherlands
|
Coventry Assurance Ltd.
|
|
Direct
|
|
Bermuda
|
Dongsuh Federal-Mogul Co., Ltd.
|
|
Indirect
|
|
South Korea
|
DRiV Automotive Inc.
|
|
Indirect
|
|
United States
|
DRiV Incorporated
|
|
Direct
|
|
United States
|
DRiV IP LLC
|
|
Direct
|
|
United States
|
Farloc Argentina S.A.I.C. y F.
|
|
Indirect
|
|
Argentina
|
FDML Holdings Limited
|
|
Indirect
|
|
United Kingdom
|
Federal Mogul (Thailand) Ltd.
|
|
Indirect
|
|
Thailand
|
Federal Mogul Aftermarket Egypt Ltd.
|
|
Indirect
|
|
Egypt
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal Mogul Argentina S.A.
|
|
Indirect
|
|
Argentina
|
Federal Mogul Dis Ticaret Anonim Sirketi
|
|
Indirect
|
|
Turkey
|
Federal Mogul Hungary Kft.
|
|
Indirect
|
|
Hungary
|
Federal Mogul Powertrain Otomotiv Anonim Sirketi
|
|
Indirect
|
|
Turkey
|
Federal Mogul SAS
|
|
Indirect
|
|
France
|
Federal Mogul Services Sarl
|
|
Indirect
|
|
France
|
Federal Mogul Systems Protection SAS
|
|
Indirect
|
|
France
|
Federal-Mogul (Anqing) Powder Metallurgy Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Changshu) Automotive Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (China) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Chongqing) Friction Materials Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Dalian) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Langfang) Automotive Components Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Proprietary) Limited
|
|
Indirect
|
|
South Africa
|
Federal-Mogul (Shanghai) Automotive Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (T&N) Hong Kong Limited
|
|
Indirect
|
|
Hong Kong
|
Federal-Mogul (Tianjin) Surface Treatment Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul (Vietnam) Ltd.
|
|
Indirect
|
|
Vietnam
|
Federal-Mogul Aftermarket Espana, S.A.
|
|
Indirect
|
|
Spain
|
Federal-Mogul Aftermarket France SAS
|
|
Indirect
|
|
France
|
Federal-Mogul Aftermarket GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Aftermarket Southern Africa (Pty) Limited
|
|
Indirect
|
|
South Africa
|
Federal-Mogul Aftermarket UK Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Anand Bearings India Limited
|
|
Direct
|
|
India
|
Federal-Mogul Anand Sealings India Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Asia Investments Holding Korea, Ltd.
|
|
Indirect
|
|
South Korea
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul Asia Investments Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Automotive GmbH & Co. KG
|
|
Indirect
|
|
Germany
|
Federal-Mogul Automotive Pty Ltd
|
|
Indirect
|
|
Australia
|
Federal-Mogul Automotive Verwaltungs GmbH
|
|
Direct
|
|
Germany
|
Federal-Mogul Betriebsgrundstucke Burscheid GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Bimet Spolka Akcyjna
|
|
Indirect
|
|
Poland
|
Federal-Mogul Bradford Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Bremsbelag GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Burscheid Beteiligungs GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Burscheid GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Canada Limited
|
|
Direct
|
|
Canada
|
Federal-Mogul Chassis LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Componentes de Motores Ltda.
|
|
Indirect
|
|
Brazil
|
Federal-Mogul Controlled Power Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Coventry Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul de Costa Rica, S.A.
|
|
Direct
|
|
Costa Rica
|
Federal-Mogul de Guatemala, Sociedad Anonima
|
|
Direct
|
|
Guatemala
|
Federal-Mogul de Matamoros, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul de Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul de Venezuela, C.A.
|
|
Indirect
|
|
Venezuela
|
Federal-Mogul Deva (Qingdao) Automotive Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Deva GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Dimitrovgrad LLC
|
|
Indirect
|
|
Russia
|
Federal-Mogul Distribucion de Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Dong Feng (Shiyan) Engine Components Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul EMEA Distribution Services
|
|
Indirect
|
|
Belgium
|
Federal-Mogul Employee Trust Administration Limited
|
|
Indirect
|
|
United Kingdom
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul Engineering Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul FIL-P43, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul FIL-S43, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Filtration LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Finance 1, LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Finance 2, LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Financial Services Poland Sp.z.o.o.
|
|
Indirect
|
|
Poland
|
Federal-Mogul Financial Services S.A.S.
|
|
Indirect
|
|
France
|
Federal-Mogul Financing Corporation
|
|
Direct
|
|
United States
|
Federal-Mogul Friction Products a.s.
|
|
Indirect
|
|
Czech Republic
|
Federal-Mogul Friction Products Barcelona, S.L.
|
|
Indirect
|
|
Spain
|
Federal-Mogul Friction Products Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Friction Products GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Friction Products International GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Friction Products Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Friction Products Ploiesti SRL
|
|
Indirect
|
|
Romania
|
Federal-Mogul Friction Products, S.A.
|
|
Indirect
|
|
Spain
|
Federal-Mogul Friction Spain, S.L.
|
|
Indirect
|
|
Spain
|
Federal-Mogul Friedberg GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Garennes SAS
|
|
Indirect
|
|
France
|
Federal-Mogul Germany Investments Holding GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Global Aftermarket EMEA
|
|
Indirect
|
|
Belgium
|
Federal-Mogul Global Growth Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul GmbH
|
|
Indirect
|
|
Switzerland
|
Federal-Mogul Goetze (India) Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Gorzyce Sp. z o.o.
|
|
Indirect
|
|
Poland
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul Holding Deutschland GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Holding Sweden AB
|
|
Direct
|
|
Sweden
|
Federal-Mogul Holdings, Ltd.
|
|
Indirect
|
|
Mauritius
|
Federal-Mogul Iberica, S.L.
|
|
Indirect
|
|
Spain
|
Federal-Mogul Ignition GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Ignition LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Ignition Products India Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Ignition Products SAS
|
|
Indirect
|
|
France
|
Federal-Mogul Industria de Autopecas Ltda.
|
|
Indirect
|
|
Brazil
|
Federal-Mogul Investment Ltd.
|
|
Indirect
|
|
British Virgin Islands
|
Federal-Mogul Investments B.V.
|
|
Indirect
|
|
Netherlands
|
Federal-Mogul Italy S.r.l.
|
|
Indirect
|
|
Italy
|
Federal-Mogul Izmit Piston ve Pim Uretim Tesisleri A.S.
|
|
Indirect
|
|
Turkey
|
Federal-Mogul Japan K.K.
|
|
Indirect
|
|
Japan
|
Federal-Mogul Juarez S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Lighting, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Luxembourg S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Federal-Mogul Motorparts (India) Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Motorparts (Netherlands) B.V.
|
|
Direct
|
|
Netherlands
|
Federal-Mogul Motorparts (Pinghu) Trading Limited
|
|
Indirect
|
|
China
|
Federal-Mogul Motorparts (Qingdao) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Motorparts (Singapore) Pte. Ltd.
|
|
Indirect
|
|
Singapore
|
Federal-Mogul Motorparts (Thailand) Limited
|
|
Direct
|
|
Thailand
|
Federal-Mogul Motorparts (Zhejiang) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Motorparts Colombia S.A.S.
|
|
Indirect
|
|
Columbia
|
Federal-Mogul Motorparts Holding B.V.
|
|
Indirect
|
|
Netherlands
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul Motorparts Holding GmbH
|
|
Direct
|
|
Germany
|
Federal-Mogul Motorparts LLC
|
|
Direct
|
|
United States
|
Federal-Mogul Motorparts Management (Shanghai) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Motorparts Minority Holding B.V.
|
|
Indirect
|
|
Netherlands
|
Federal-Mogul Motorparts Philippines, Inc.
|
|
Indirect
|
|
Philippines
|
Federal-Mogul Motorparts Ploiesti SRL
|
|
Indirect
|
|
Romania
|
Federal-Mogul Motorparts Poland Sp.z.o.o.
|
|
Indirect
|
|
Poland
|
Federal-Mogul Motorparts Pty Ltd
|
|
Indirect
|
|
Australia
|
Federal-Mogul Motorparts Services SRL
|
|
Indirect
|
|
Romania
|
Federal-Mogul MP US LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Naberezhnye Chelny
|
|
Indirect
|
|
Russia
|
Federal-Mogul Nürnberg GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul of South Africa (Proprietary) Limited
|
|
Indirect
|
|
South Africa
|
Federal-Mogul Operations France S.A.S.
|
|
Indirect
|
|
France
|
Federal-Mogul Piston Rings, LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Plasticos Puntanos, S.A.
|
|
Indirect
|
|
Argentina
|
Federal-Mogul Powertrain (Netherlands) B.V.
|
|
Direct
|
|
Netherlands
|
Federal-Mogul Powertrain Eastern Europe B.V.
|
|
Indirect
|
|
Netherlands
|
Federal-Mogul Powertrain IP LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Powertrain Italy S.R.L
|
|
Indirect
|
|
Italy
|
Federal-Mogul Powertrain LLC
|
|
Direct
|
|
United States
|
Federal-Mogul Powertrain Mexico Distribucion S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Powertrain Russia GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Powertrain Solutions India Private Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Powertrain Systems S A (Proprietary) Limited
|
|
Indirect
|
|
South Africa
|
Federal-Mogul Powertrain Vostok OOO
|
|
Indirect
|
|
Russia
|
Federal-Mogul Products US LLC
|
|
Indirect
|
|
United States
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul Pty Ltd
|
|
Indirect
|
|
Australia
|
Federal-Mogul R&L Friedberg Casting GmbH & Co. KG
|
|
Indirect
|
|
Germany
|
Federal-Mogul Risk Advisory Services LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul S.A.
|
|
Indirect
|
|
Belgium
|
Federal-Mogul Sealing System (Nanchang) Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Sealing Systems GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Sejong Co., Ltd
|
|
Indirect
|
|
Korea
|
Federal-Mogul Sejong Tech Ltd
|
|
Indirect
|
|
South Korea
|
Federal-Mogul Serina Co., Ltd.
|
|
Indirect
|
|
Thailand
|
Federal-Mogul Sevierville, LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Shanghai Bearing Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Shanghai Compound Material Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Singapore Investments Pte. Ltd.
|
|
Indirect
|
|
Singapore
|
Federal-Mogul Sistemas Automotivos Ltda.
|
|
Indirect
|
|
Brazil
|
Federal-Mogul Sistemas de Limpadores de Para-Brisas Ltda
|
|
Indirect
|
|
Brazil
|
Federal-Mogul Sorocaba-Holding Ltda
|
|
Indirect
|
|
Brazil
|
Federal-Mogul SP Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Systems Protection Hungary Kft.
|
|
Indirect
|
|
Hungary
|
Federal-Mogul Systems Protection Morocco SARL AU
|
|
Indirect
|
|
Morocco
|
Federal-Mogul Technology Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul TP Europe GmbH & Co KG
|
|
Indirect
|
|
Germany
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Şti
|
|
Indirect
|
|
Turkey
|
Federal-Mogul TP Liners, Inc.
|
|
Indirect
|
|
United States
|
Federal-Mogul TP Piston Rings GmbH
|
|
Indirect
|
|
Germany
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Federal-Mogul TPR (India) Limited
|
|
Indirect
|
|
India
|
Federal-Mogul Transaction LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul UK Investments Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul UK Powertrain Limited
|
|
Indirect
|
|
United Kingdom
|
Federal-Mogul Valve Train International LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Valve Train S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Federal-Mogul Valvetrain GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Valvetrain La Source SAS
|
|
Indirect
|
|
France
|
Federal-Mogul Valvetrain Limited
|
|
Direct
|
|
United Kingdom
|
Federal-Mogul Valvetrain s.r.o.
|
|
Indirect
|
|
Czech Republic
|
Federal-Mogul Valvetrain Schirmeck SAS
|
|
Indirect
|
|
France
|
Federal-Mogul VCS Holding B.V.
|
|
Indirect
|
|
Netherlands
|
Federal-Mogul VCS, LLC
|
|
Indirect
|
|
Russia
|
Federal-Mogul Vermogensverwaltungs GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Verwaltungs-und Beteiligungs-GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul Wiesbaden GmbH
|
|
Indirect
|
|
Germany
|
Federal-Mogul World Trade (Asia) Limited
|
|
Indirect
|
|
Hong Kong
|
Federal-Mogul World Wide LLC
|
|
Indirect
|
|
United States
|
Federal-Mogul Yura (Qingdao) Ignition Co., Ltd.
|
|
Indirect
|
|
China
|
Federal-Mogul Zhengsheng (Changsha) Piston Ring Co., Ltd.
|
|
Indirect
|
|
China
|
Felt Products MFG. CO. LLC
|
|
Indirect
|
|
United States
|
Ferodo America, LLC
|
|
Indirect
|
|
United States
|
Ferodo Limited
|
|
Indirect
|
|
United Kingdom
|
F-M Holding Daros AB
|
|
Indirect
|
|
Sweden
|
F-M Holding Goteborg AB
|
|
Indirect
|
|
Sweden
|
F-M Holding Mexico, S.A. de C.V.
|
|
Direct
|
|
Mexico
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
FM International, LLC
|
|
Indirect
|
|
United States
|
F-M Motorparts Limited
|
|
Indirect
|
|
United Kingdom
|
F-M Motorparts TSC LLC
|
|
Indirect
|
|
United States
|
FM Participacoes e Investimentos LTDA
|
|
Indirect
|
|
Brazil
|
FM PBW Bearings Private Limited
|
|
Indirect
|
|
India
|
F-M Trademarks Limited
|
|
Indirect
|
|
United Kingdom
|
F-M TSC Real Estate Holdings LLC
|
|
Indirect
|
|
United States
|
Fonciere de Liberation
|
|
Indirect
|
|
France
|
Forjas y Maquinas, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Frenos Hidraulicos Automotrices, S.A. de C.V.
|
|
Indirect
|
|
Mexico
|
Fric-Rot S.A.I.C.
|
|
Indirect
|
|
Argentina
|
Gasket Holdings, LLC
|
|
Indirect
|
|
United States
|
Gillet Exhaust Manufacturing Limited
|
|
Indirect
|
|
United Kingdom
|
Gillet Pressings Cardiff Limited
|
|
Indirect
|
|
United Kingdom
|
Goetze Wohnungsbau GmbH
|
|
Indirect
|
|
Germany
|
ISA Installations Steuerungs und Automatislerungs GmbH
|
|
Indirect
|
|
Germany
|
J.W. Hartley (Motor Trade) Limited
|
|
Indirect
|
|
United Kingdom
|
Jurid do Brasil Sistemas Automotivos Ltda.
|
|
Indirect
|
|
Brazil
|
KB Autosys Co., Ltd.
|
|
Indirect
|
|
Korea
|
KB Autosys India Private Ltd.
|
|
Indirect
|
|
India
|
KB Autosys (Zhangjiagang) Co., Ltd.
|
|
Indirect
|
|
China
|
Kinetic Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Kontich
|
|
Direct
|
|
Belgium
|
Leeds Piston Ring & Engineering Co. Limited
|
|
Indirect
|
|
United Kingdom
|
Maco Inversiones S.A.
|
|
Indirect
|
|
Argentina
|
McCord Payen de Mexico S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
McPherson Strut Company LLC
|
|
Indirect
|
|
Delaware
|
Monroe Amortisor Imalat Ve Ticaret Anonim Sirketi
|
|
Indirect
|
|
Turkey
|
Monroe Australia Pty. Limited
|
|
Indirect
|
|
Australia
|
Monroe Czechia s.r.o.
|
|
Indirect
|
|
Czech Republic
|
Monroe Holding, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Monroe Manufacturing (Proprietary) Ltd.
|
|
Indirect
|
|
South Africa
|
Monroe Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Monroe Packaging BVBA
|
|
Indirect
|
|
Belgium
|
Monroe Ride Performance Sweden AB
|
|
Indirect
|
|
Sweden
|
Monroe Springs (Australia) Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Montagewerk Abgastechnik Emden GmbH
|
|
Indirect
|
|
Germany
|
Motocare India Private Limited
|
|
Indirect
|
|
India
|
Muzzy-Lyon Auto Parts LLC
|
|
Indirect
|
|
United States
|
Parts Zone (Thailand) Co., Ltd.
|
|
Indirect
|
|
Thailand
|
Payen International Limited
|
|
Indirect
|
|
United Kingdom
|
Piston Rings (UK) Limited
|
|
Indirect
|
|
United Kingdom
|
Precision Modular Assembly Corp.
|
|
Indirect
|
|
Delaware
|
Productos de Frenos Automotrices de Calidad S.A. de C.V.
|
|
Indirect
|
|
Mexico
|
Proveedora Walker S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Pullman Standard Inc.
|
|
Indirect
|
|
Delaware
|
Qingdao Tenneco FAWSN Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Raimsa, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Ride Performance Canada Inc.
|
|
Indirect
|
|
Canada
|
Ride Performance Japan Ltd.
|
|
Indirect
|
|
Japan
|
Ride Performance Korea Limited
|
|
Indirect
|
|
Korea
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Ride Performance Mexico Holding LLC
|
|
Indirect
|
|
United States
|
Sapav Marketing Ltd
|
|
Indirect
|
|
Cyprus
|
Saxid
|
|
Indirect
|
|
France
|
SAXID Limited
|
|
Indirect
|
|
United Kingdom
|
Saxid s.r.l.
|
|
Indirect
|
|
Italy
|
Servicio de Componentes Automotrices, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Servicios Administrativos Industriales, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Shanghai Tenneco Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Sibirica Energy Limited
|
|
Indirect
|
|
Cyprus
|
Sintration Limited
|
|
Indirect
|
|
United Kingdom
|
Speyside Real Estate, LLC
|
|
Indirect
|
|
United States
|
Subensambles Internacionales, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
T&N de Mexico S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
T&N Industries, LLC
|
|
Indirect
|
|
United States
|
TA (Australia) Group Pty. Ltd.
|
|
Indirect
|
|
Australia
|
Taiwan Federal-Mogul Motorparts Co., Limited
|
|
Indirect
|
|
Taiwan
|
TecCom GmbH
|
|
Indirect
|
|
Germany
|
Tenneco (Beijing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Beijing) Ride Control System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Changzhou) Ride Performance Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (China) Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Dalian) Exhaust System Co. Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Guangzhou) Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Jingzhou) Ride Performance Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Mauritius) Limited
|
|
Indirect
|
|
Mauritius
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Tenneco (MSCan) Operations Inc.
|
|
Indirect
|
|
Canada (BC)
|
Tenneco (MUSA)
|
|
Indirect
|
|
California
|
Tenneco (Suzhou) Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Suzhou) Emission System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Suzhou) Ride Control Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco (Tianjin) Ride Performance Co. Ltd.
|
|
Indirect
|
|
China
|
Tenneco (TM Asia) Ltd.
|
|
Indirect
|
|
Taiwan
|
Tenneco (TM Belgium) BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco Asheville Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Asia Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Automotie Nederland B.V.
|
|
Indirect
|
|
Netherlands
|
Tenneco Automotive (Thailand) Limited
|
|
Indirect
|
|
Thailand
|
Tenneco Automotive Brasil Ltda.
|
|
Indirect
|
|
Brazil
|
Tenneco Automotive Deutschland GmbH
|
|
Indirect
|
|
Germany
|
Tenneco Automotive Eastern Europe Sp. z.o.o.
|
|
Indirect
|
|
Poland
|
Tenneco Automotive Europe BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco Automotive Europe Coordination Center BVBA
|
|
Indirect
|
|
Belgium
|
Tenneco Automotive Foreign Sales Corporation Limited
|
|
Indirect
|
|
Jamaica
|
Tenneco Automotive France S.A.S.
|
|
Indirect
|
|
France
|
Tenneco Automotive Holdings South Africa Pty. Limited
|
|
Indirect
|
|
South Africa
|
Tenneco Automotive Iberica S.A.
|
|
Indirect
|
|
Spain
|
Tenneco Automotive Inc. Nevada
|
|
Direct
|
|
Nevada
|
Tenneco Automotive India Private Limited
|
|
Indirect
|
|
India
|
Tenneco Automotive Italia S.r.l.
|
|
Indirect
|
|
Italy
|
Tenneco Automotive Operating Company Inc.
|
|
Direct
|
|
Delaware
|
Tenneco Automotive Polska Sp. z.o.o.
|
|
Indirect
|
|
Poland
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Tenneco Automotive Port Elizabeth (Proprietary) Limited
|
|
Indirect
|
|
South Africa
|
Tenneco Automotive Portugal – Componentes Para Automovel, Unipessoal, LDA.
|
|
Indirect
|
|
Portugal
|
Tenneco Automotive RSA Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive Second RSA Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive Services Societe Par Actions Simplifiee
|
|
Indirect
|
|
France
|
Tenneco Automotive Servicios Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Tenneco Automotive Trading Company
|
|
Indirect
|
|
Delaware
|
Tenneco Automotive UK Limited
|
|
Indirect
|
|
United Kingdom
|
Tenneco Automotive Volga LLC
|
|
Indirect
|
|
Russia
|
Tenneco Automotive Walker Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco Brake, Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco CA Czech Republic s.r.o.
|
|
Indirect
|
|
Czech Republic
|
Tenneco CA Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Tenneco CA Netherlands BV
|
|
Indirect
|
|
Netherlands
|
Tenneco Canada Inc.
|
|
Indirect
|
|
Canada
|
Tenneco Clean Air Argentina S.A.I.C.
|
|
Indirect
|
|
Argentina
|
Tenneco Clean Air India Private Limited
|
|
Indirect
|
|
India
|
Tenneco Clean Air Spain, S.L.U.
|
|
Indirect
|
|
Spain
|
Tenneco Clean Air US Inc.
|
|
Indirect
|
|
United States
|
Tenneco Deutschland Holdinggesellschaft mbH
|
|
Indirect
|
|
Germany
|
Tenneco Eastern European Holdings S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco Eberspaecher (Beijing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Emission Control (Pty) Ltd
|
|
Indirect
|
|
South Africa
|
Tenneco Etain Societe Par Actions Simplifiee
|
|
Indirect
|
|
France
|
Tenneco Europe Limited
|
|
Indirect
|
|
Delaware
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Tenneco FAWSN (Changchun) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco FAWSN (Foshan) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Global Holdings Inc.
|
|
Indirect
|
|
Delaware
|
Tenneco GmbH
|
|
Indirect
|
|
Germany
|
Tenneco Holdings Danmark ApS
|
|
Indirect
|
|
Denmark
|
Tenneco Hong Kong Holdings Limited
|
|
Indirect
|
|
Hong Kong
|
Tenneco Hungary Korlatolt Felelossegu Tarsasag
|
|
Indirect
|
|
Hungary
|
Tenneco Indústria de Autopeças Ltda.
|
|
Indirect
|
|
Brazil
|
Tenneco Innovacion S.L.
|
|
Indirect
|
|
Spain
|
Tenneco International Holding Corp.
|
|
Indirect
|
|
Delaware
|
Tenneco International Luxembourg S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco International Manufacturing S.a.r.l.
|
|
Indirect
|
|
Luxembourg
|
Tenneco Japan Ltd.
|
|
Indirect
|
|
Japan
|
Tenneco Korea Limited
|
|
Indirect
|
|
Korea
|
Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Management (Europe) Limited
|
|
Indirect
|
|
United Kingdom
|
Tenneco Mauritius China Holdings Ltd.
|
|
Indirect
|
|
Mauritius
|
Tenneco Mauritius Holdings Limited
|
|
Indirect
|
|
Mauritius
|
Tenneco Mexico, S. de R.L. de C.V.
|
|
Indirect
|
|
Mexico
|
Tenneco Ride Control South Africa (Pty) Ltd.
|
|
Indirect
|
|
South Africa
|
Tenneco Ride Performance US 4 LLC
|
|
Indirect
|
|
United States
|
Tenneco Ride Performance US 5 LLC
|
|
Indirect
|
|
United States
|
Tenneco RP Germany GmbH
|
|
Indirect
|
|
Germany
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Tenneco Silesia spolka z ograniczona odpowiedzialnoscia
|
|
Indirect
|
|
Poland
|
Tenneco SpinCo Incorporated
|
|
Direct
|
|
United States
|
Tenneco Sverige AB
|
|
Indirect
|
|
Sweden
|
Tenneco Walker (Tianjin) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco Zwickau GmbH
|
|
Indirect
|
|
Germany
|
Tenneco-Eberspaecher (Dalian) Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Tenneco-Walker (U.K.) Limited
|
|
Indirect
|
|
United Kingdom
|
The Pullman Company
|
|
Indirect
|
|
Delaware
|
The Tenneco Automotive (UK) Pension Scheme Trustee Limited
|
|
Indirect
|
|
United Kingdom
|
Thompson and Stammers (Dunmow) Number 6 Limited
|
|
Indirect
|
|
United Kingdom
|
Thompson and Stammers (Dunmow) Number 7 Limited
|
|
Indirect
|
|
United Kingdom
|
TM S.r.l. in liquidation
|
|
Indirect
|
|
Italy
|
TMC Texas Inc.
|
|
Indirect
|
|
Delaware
|
TPR Federal-Mogul Tennessee, Inc.
|
|
Indirect
|
|
United States
|
United Piston Ring, Inc.
|
|
Indirect
|
|
United States
|
VTD Vakuumtechnik Dresden GmbH
|
|
Indirect
|
|
Germany
|
Walker Australia Pty. Limited
|
|
Indirect
|
|
Australia
|
Walker Danmark ApS
|
|
Indirect
|
|
Denmark
|
Walker Electronic Silencing, Inc.
|
|
Indirect
|
|
Delaware
|
Walker Europe, Inc.
|
|
Indirect
|
|
Delaware
|
Walker Exhaust (Thailand) Company Limited
|
|
Indirect
|
|
Thailand
|
Walker Gillet (Europe) GmbH
|
|
Indirect
|
|
Germany
|
Walker Limited
|
|
Indirect
|
|
United Kingdom
|
Walker Manufacturing Company
|
|
Indirect
|
|
Delaware
|
Walker UK Ltd
|
|
Indirect
|
|
United Kingdom
|
Wellworthy Limited
|
|
Indirect
|
|
United Kingdom
|
Company Name
|
|
Ownership
Type (a) |
|
Primary
Jurisdiction |
Wimetal Societe Par Actions Simplifiee
|
|
Indirect
|
|
France
|
Wuhan Tenneco Exhaust System Co., Ltd.
|
|
Indirect
|
|
China
|
Yura Federal Mogul Sejong Ignition Limited Liability Company
|
|
Indirect
|
|
South Korea
|
(a)
|
Ownership type indicates whether each subsidiary or affiliate is directly owned by Tenneco Inc., indirectly owned by a subsidiary of Tenneco Inc. (in each case, such subsidiary or affiliate may be partially or wholly owned), or a combination thereof.
|
/s/ Brian J. Kesseler
|
Name: Brian J. Kesseler
|
/s/ Roger J. Wood
|
Name: Roger J. Wood
|
/s/ Jason M. Hollar
|
Name: Jason M. Hollar
|
/s/ John S. Patouhas
|
Name: John S. Patouhas
|
/s/ Gregg M. Sherrill
|
Name: Gregg M. Sherrill
|
/s/ Keith Cozza
|
Name: Keith Cozza
|
/s/ Thomas C. Freyman
|
Name: Thomas C. Freyman
|
/s/ Dennis J. Letham
|
Name: Dennis J. Letham
|
/s/ Roger B. Porter
|
Name: Roger B. Porter
|
/s/ James S. Metcalf
|
Name: James S. Metcalf
|
/s/ David B. Price, Jr.
|
Name: David B. Price, Jr.
|
/s/ Paul T. Stecko
|
Name: Paul T. Stecko
|
/s/ Jane L. Warner
|
Name: Jane L. Warner
|
1.
|
I have reviewed this annual report on Form 10-K of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
|
BRIAN J. KESSELER
|
|
Brian J. Kesseler
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
|
ROGER J. WOOD
|
|
Roger J. Wood
|
|
Co-Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Tenneco Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
|
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
|
Executive Vice President and Chief Financial Officer
|