TEN 10-K Annual Report Dec. 31, 2021 | Alphaminr
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TEN 10-K Fiscal year ended Dec. 31, 2021

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TENNECO INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

*2.1 Agreement and Plan of Merger, dated as of February 22, 2022, by and among Pegasus Holdings III, LLC, Pegasus Merger Co., and Tenneco Inc. 3.1 Amended and Restated Certificate of Incorporation of Tenneco Inc. (incorporated herein by reference to Exhibit3.1 of the registrants Current Report on Form8-K dated October1 2018, File No.1-12387). 3.2 By-laws of the registrant, as amended and restated effective October 1, 2018 (incorporated herein by reference to Exhibit3.2 of the registrants Current Report on Form8-K dated October 1, 2018, FileNo.1-12387). 3.3 Certificate of Designations of Series A Preferred Stock of Tenneco Inc. (incorporated herein by reference to Exhibit 3.1 of the registrants Current Report on Form 8-K dated April 16, 2020, File No 1-12387). 3.4 Amendment to the By-laws of the Company, dated February 22, 2022 (incorporated herein by reference to Exhibit 3.1 of the registrants Current Report on Form 8-K dated February 23, 2022, File No 1-12387). 4.1 Description of Securities (incorporated herein by reference to Exhibit 10.41 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). 4.1(a) The description of Tennecos common stock, $0.01 par value, contained in Tennecos Registration Statement on Form 10 (File No.1-12387) originally filed with the Securities and Exchange Commission (the Commission) on October30, 1996, as amended by Tennecos post-effective amendment to the Registration Statement on Form 10 filed with the Commission on October1, 2018, is incorporated herein by reference. 4.2(a) 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 Exhibit10.01 of the registrants Current Report on Form8-K dated October 1, 2018, FileNo.1-12387). 4.2(b) 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 Exhibit10.02 of the registrants Current Report on Form8-K dated October 1, 2018, FileNo.1-12387). 4.2(c) 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 Exhibit10.03 of the registrants Current Report on Form8-K dated October 1, 2018, FileNo.1-12387). 4.2(d) First Amendment, dated February 14, 2020, to the Credit Agreement, dated as of October 1, 2018, by and 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 10.1 of the registrants Current Report on Form 8-K dated February 19, 2020, File No 1-12387). 4.2(e) Second Amendment, dated February 14, 2020, to the Credit Agreement, dated as of October 1, 2018, by and 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 10.2 of the registrants Current Report on Form 8-K dated February 19, 2020, File No 1-12387). 4.2(f) Third Amendment, dated May 5, 2020, to the Credit Agreement, dated as of October 1, 2018, by and among Tenneco Inc., Tenneco Automotive Operating Company Inc., J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 of the registrants Current Report on Form 8-K dated May 6, 2020, File No 1-12387). 4.3 Indenture, dated December5, 2014, among the registrant, various subsidiaries of the registrant and U.S, Bank National Association, as trustee (incorporated herein by reference to Exhibit4.1 of the registrants Current Report on Form8-K filed December5, 2014, FileNo.1-12387). 4.4 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). 4.5 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 registrants Current Report on Form 8-K dated June 13, 2016, File No. 1-12387). 4.6 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). 4.7 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 registrants Current Report on Form 8-K dated October 1, 2018. File No. 1-12387). 4.8 Fifth Supplemental Indenture, dated as of September 24, 2020, among Tenneco Inc. and DRiV Automotive Inc., and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.9 of the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). 4.9 Sixth Supplemental Indenture, dated as of September 24, 2020, among Tenneco Inc. and DRiV Automotive Inc., and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 of the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). 4.10 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 registrants Current Report on Form 8-K dated October 1, 2018, File No. 1-12387). 4.11 Collateral Trust Joinder, dated as of November 30, 2020, by Wilmington Trust, National Associate, as Trustee, and acknowledged by Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 4.31 of the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). 4.12 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 registrants Current Report on Form 8-K dated October 1, 2018, File No. 1-12387). 4.13 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 registrants Current Report on Form 8-K dated October 1, 2018, File No. 1-12387). 4.14 Joinder No. 3 to Pari Passu Intercreditor Agreement, dated as of November 30, 2020, among 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, JPMorgan (incorporated herein by reference to Exhibit 4.38 of the registrants Annual Report on Form 10-K for the year ended December 31, 2020 File No. 1-12387). 4.15 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 registrants Current Report on Form 8-K dated October 1, 2018, File No. 1-12387). 4.16 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 registrants Current Report on Form 8-K dated October 1, 2018, File No. 1-12387). 4.17 Indenture, dated November 30, 2020, by and among Tenneco Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit4.1 of the registrants Current Report on Form8-K dated November 30, 2020, FileNo.1-12387). 4.18 Collateral Agreement, dated as of November 30, 2020, by Tenneco Inc. and certain of its Subsidiaries in favor of Wilmington Trust, National Association, as Collateral Trustee (incorporated herein by reference to Exhibit 4.53 of the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). +10.5 Code Section 409A Amendment to Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.71 of the registrants Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387). +10.6 DRiV Incorporated Supplemental Retirement Plan, dated January 1, 2020 (incorporated herein by reference to Exhibit 10.5 of the registrant's Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.7 Amended and Restated Tenneco Inc. Excess Benefit Plan, dated January 1, 2020 (incorporated herein by reference to Exhibit 10.35 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.8 DRiV Inc. Excess Benefit Plan, dated December 20, 2019 and effective January1, 2020 (incorporated herein by reference to Exhibit 10.36 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.9 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 registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387). +10.10 Tenneco Automotive Operating Company Inc. Severance Benefit Plan and Summary Plan Description, as amended and restated effective as of April 1, 2020 (incorporated herein by reference to Exhibit 10.8 of the registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File No. 1-12387). +10.11 Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective December12, 2007 (incorporated herein by reference to Exhibit10.61 of the registrants Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-12387). +10.12 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 registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-12387). +10.13 Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (incorporated by reference to Exhibit 10.1 of registrants Current Report on form 8-K dated April 28, 2015, File No. 1.12387). +10.14 Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives, as Amended and Restated effective November 5, 2020 (incorporated herein by reference to Exhibit 10.7 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.15 Tenneco Inc. Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrants Current Report on Form 8-K filed February 9, 2018. File No. 1-12387). *+10.16 Tenneco Inc. Annual Incentive Plan (as amended and restated effective January 1, 2022). +10.18 Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (effective March 18, 2013) (incorporated by reference to Appendix A of the Companys Proxy Statement on Schedule 14A, filed with the Securities Exchange Commission on April 3, 2013). +10.19 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 registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387). +10.22 Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and restated effective November 5, 2020(incorporated herein by reference to Exhibit 10.6 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.24 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). +10.25 Tenneco Inc. Incentive Deferral Plan (incorporated herein by reference to Exhibit 10.48 of the registrants Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-12387). +10.26 Offer Letter to Brian J. Kesseler dated January 6, 2015 (incorporated herein by reference to Exhibit 10.67 of the registrants Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-12387). +10.27 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 registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387). +10.28 Offer Letter to Rainer Jueckstock dated October 1, 2018 (incorporated herein by reference to Exhibit 10.32 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.29 Offer Letter to Bradley S. Norton (incorporated herein by reference to Exhibit 10.33 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). *+10.30 Letter of Promotion dated April 5, 2021 to Bradley S. Norton. +10.31 Offer Letter to Kevin W. Baird dated July 6, 2020 (incorporated herein by reference to Exhibit 10.1 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.32 Restricted Stock Unit Inducement Grant Award Agreements, effective as of August 3, 2020, by and between Tenneco Inc. and Kevin W. Baird (2-year vesting) (incorporated herein by reference to Exhibit 10.2 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.33 Restricted Stock Unit Inducement Grant Award Agreement, effective as of August 3, 2020, by and between Tenneco Inc. and Kevin W. Baird (3-year vesting) (incorporated herein by reference to Exhibit 10.3 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.34 Offer Letter to Matti Masanovich dated July 6, 2020 (incorporated herein by reference to Exhibit 10.4 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.35 Restricted Stock Unit Inducement Grant Award Agreements, effective as of August 10, 2020, by and between Tenneco Inc. and Matti Masanovich (incorporated herein by reference to Exhibit 10.5 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.36 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 registrants Current Report on Form 8-K dated January 18, 2012.File No. 1-12387). +10.37 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 registrants Current Report on Form 8-K filed May 21, 2013, File No. 1-12387). +10.38 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 registrants Annual Report on Form 10-K for the year ended December 31,2014, File No. 1-12387). +10.39 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 registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-12387). +10.40 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 registrants Current Report on Form 8-K filed February 9, 2018. File No. 1-12387). +10.41 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 registrants Current Report on Form 8-K filed February 9, 2018. File No. 1-12387). +10.42 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 registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, File No. 1-12387). +10.43 Form of Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (grants after 2018) (incorporated herein by reference to Exhibit 10.53 of the registrants Annual Report on Form 10-K for the year ended December 31, 2018, File No. 1-12387). +10.44 Form of Cash-Settled Long-Term Performance Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for the period January 1, 2020 - December 31, 2022) (incorporated herein by reference to Exhibit 10.52 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.45 Form of Cash-Settled Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing after February 18, 2020) (incorporated herein by reference to Exhibit 10.53 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.46 Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for awards commencing after February 18, 2020) (incorporated herein by reference to Exhibit 10.54 of the registrants Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-12387). +10.47 Form of Amended and Restated Cash-Settled Long-Term Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for periods commencing after January 1, 2020) (incorporated herein by reference to Exhibit 10.8 of the registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No. 1-12387). +10.48 Cash-Settled Restricted Stock Unit Retention Award Agreements, effective as of August 3, 2020, by and between Tenneco Inc. and Brian J. Kesseler (incorporated herein by reference to Exhibit 10.1 of the registrants Current Report on Form 8-K filed December 9, 2020. File No. 1-12387). +10.49 Form of Cash-Settled Performance Share Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for the period January 1, 2021 December 31, 2023) (incorporated herein by reference from Exhibit 10.65 to the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). +10.50 Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive Plan (for the periods commencing after January 1, 2021 ) (incorporated herein by reference from Exhibit 10.66 to the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). +10.51 Form of Cash-Settled Restricted Stock Unit Award Agreement under the Tenneco Inc. 2021 Long-Term Incentive Plan (for awards commencing after May 14, 2021) (incorporated herein by reference to Exhibit 10.2 of the registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No. 1-12387). +10.52 Form of Stock-Settled Restricted Stock Unit Award Agreement under the Tenneco Inc. 2021 Long-Term Incentive Plan (for awards commencing after May 14, 2021) (incorporated herein by reference to Exhibit 10.3 of the registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No. 1-12387). *+10.53 Form of Cash-Settled Performance Share Unit Award Agreement under the Tenneco Inc. 2021 Long-Term Incentive Plan (for awards commencing after May 14, 2021). *+10.54 Form of Stock-Settled Performance Share Unit Award Agreement under the Tenneco Inc. 2021 Long-Term Incentive Plan (for awards commencing after May 14, 2021). *21 List of Subsidiaries of Tenneco Inc. 22 List of Guarantor Subsidiaries (incorporated herein by reference from Exhibit 22 to the registrants Annual Report on Form 10-K for the year ended December 31, 2020, File No. 1-12387). *23 Consent of PricewaterhouseCoopers LLP. *31.1 Certification of Brian J. Kesseler under Section302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Matti Masanovich under Section302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Brian J. Kesseler and Matti Masanovich under Section906 of the Sarbanes-Oxley Act of 2002.