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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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Page
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Part I — Financial Information
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II — Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Defaults Upon Senior Securities
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*
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Item 4.
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Mine Safety Disclosures
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*
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Item 5.
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Other Information
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*
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Item 6.
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*
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No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.
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•
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general economic, business and market conditions, including the effect of the COVID-19 pandemic;
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disasters, local and global public health emergencies or other catastrophic events, such as fires, earthquakes and flooding, pandemics or epidemics (including the COVID-19 pandemic), where we or other customers do business 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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our ability (or inability) to successfully execute cost reduction, performance improvement and other plans, including our plans to respond to the COVID-19 pandemic and our previously announced accelerated performance improvement plan ("Accelerate"), and to realize the anticipated benefits from these plans;
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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 and our financial flexibility to respond to the COVID-19 pandemic;
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our ability to maintain compliance with the agreements governing our indebtedness and otherwise have sufficient liquidity through the COVID-19 pandemic;
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our ability to comply with the covenants contained in our debt instruments;
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our working capital requirements;
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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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changes in consumer demand for our original equipment ("OE") products or aftermarket products, 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;
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the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts' longer product lives;
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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 OE manufacturer 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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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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risks inherent in operating a multi-national company, including economic conditions, such as currency exchange and inflation rates, political conditions in the countries where we operate or sell our products, adverse changes in trade agreements, tariffs, immigration policies, political stability, tax and other laws, and potential disruptions of production and supply;
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increasing competition from lower cost, private-label products;
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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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industry-wide 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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developments relating to our intellectual property, including our ability to adapt to changes in technology and the availability and effectiveness of legal protection for our innovations and brands;
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costs related to product warranties and other customer satisfaction actions;
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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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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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customer acceptance of new products;
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our ability to successfully integrate, and benefit from, any acquisitions we complete;
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our ability to effectively manage our joint ventures and other third-party relationships;
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the potential impairment in the carrying value of our long-lived assets, goodwill, and other intangible assets or the inability to fully realize our deferred tax assets;
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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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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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changes by the Financial Accounting Standards Board ("FASB") or the Securities and Exchange Commission ("SEC") of generally accepted accounting principles or other authoritative guidance;
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changes in accounting estimates and assumptions, including changes based on additional information;
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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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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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pension obligations and other postretirement benefits;
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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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the ability to identify and consummate strategic alternatives that yield additional value for shareholders;
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the timing, benefits, and outcome of the Company's strategic review process;
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the structure, terms, and specific risk and uncertainties associated with any potential strategic alternative;
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potential disruptions in our business and stock price as a result of our exploration, review, and pursuit of any strategic alternatives;
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the possibility that the Company may not complete the separation of the aftermarket and ride performance business from the powertrain technology business (or achieve some or all of the anticipated benefits of such a separation);
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the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners;
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the potential diversion of management's attention resulting from the separation;
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the risk the combined company and each separate company following the separation will underperform relative to our expectations;
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the ongoing transaction costs and risk we may incur greater costs following separation of the business;
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the risk the spin-off is determined to be a taxable transaction;
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the risk the benefits of the separation may not be fully realized or may take longer to realize than expected;
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the risk the separation may not advance our business strategy; and
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the risk the transaction may have an adverse effect on existing arrangements with us, including those related to transition, manufacturing and supply services and tax matters.
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Three Months Ended
March 31, |
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2020
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2019
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Revenues
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Net sales and operating revenues
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$
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$
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Costs and expenses
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Cost of sales (exclusive of depreciation and amortization)
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Selling, general, and administrative
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Depreciation and amortization
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Engineering, research, and development
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Restructuring charges, net and asset impairments
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Goodwill and intangible impairment charges
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Other income (expense)
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Non-service pension and other postretirement benefit (costs) credits
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(
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)
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Equity in earnings (losses) of nonconsolidated affiliates, net of tax
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Other income (expense), net
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Earnings (loss) before interest expense, income taxes, and noncontrolling interests
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(
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)
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(
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)
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||
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Interest expense
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(
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)
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(
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)
|
||
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Earnings (loss) before income taxes and noncontrolling interests
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(
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)
|
|
(
|
)
|
||
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Income tax (expense) benefit
|
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||
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Net income (loss)
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(
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)
|
|
(
|
)
|
||
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
||
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Net income (loss) attributable to Tenneco Inc.
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$
|
(
|
)
|
|
$
|
(
|
)
|
|
Earnings (loss) per share
|
|
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||||
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Basic earnings (loss) per share:
|
|
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||||
|
Earnings (loss) per share
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$
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(
|
)
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|
$
|
(
|
)
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||
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Diluted earnings (loss) per share:
|
|
|
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||||
|
Earnings (loss) per share
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$
|
(
|
)
|
|
$
|
(
|
)
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||
|
|
Three Months Ended March 31,
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||||||
|
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2020
|
|
2019
|
||||
|
Net income (loss)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
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Foreign currency translation adjustment
|
(
|
)
|
|
|
|
||
|
Cash flow hedges
|
(
|
)
|
|
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|
||
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Defined benefit plans
|
|
|
|
|
|
||
|
|
(
|
)
|
|
|
|
||
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Comprehensive income (loss)
|
(
|
)
|
|
(
|
)
|
||
|
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
(
|
)
|
|
|
|
||
|
Comprehensive income (loss) attributable to common shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
ASSETS
|
|||||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
Restricted cash
|
|
|
|
|
|
||
|
Receivables:
|
|
|
|
||||
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Customer notes and accounts, net
|
|
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|
||
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Other
|
|
|
|
|
|
||
|
Inventories
|
|
|
|
|
|
||
|
Prepayments and other current assets
|
|
|
|
|
|
||
|
Total current assets
|
|
|
|
|
|
||
|
Property, plant and equipment, net
|
|
|
|
|
|
||
|
Long-term receivables, net
|
|
|
|
|
|
||
|
Goodwill
|
|
|
|
|
|
||
|
Intangibles, net
|
|
|
|
|
|
||
|
Investments in nonconsolidated affiliates
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
||
|
Total assets
|
$
|
|
|
|
$
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
|
Current liabilities:
|
|
|
|
||||
|
Short-term debt, including current maturities of long-term debt
|
$
|
|
|
|
$
|
|
|
|
Accounts payable
|
|
|
|
|
|
||
|
Accrued compensation and employee benefits
|
|
|
|
|
|
||
|
Accrued income taxes
|
|
|
|
|
|
||
|
Accrued expenses and other current liabilities
|
|
|
|
|
|
||
|
Total current liabilities
|
|
|
|
|
|
||
|
Long-term debt
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Pension and postretirement benefits
|
|
|
|
|
|
||
|
Deferred credits and other liabilities
|
|
|
|
|
|
||
|
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
Total liabilities
|
|
|
|
|
|
||
|
Redeemable noncontrolling interests
|
|
|
|
|
|
||
|
Tenneco Inc. shareholders’ equity:
|
|
|
|
||||
|
Preferred stock — $0.01 par value; none issued
|
|
|
|
|
|
||
|
Class A voting stock — $0.01 par value; shares issued: March 31, 2020 — 72,057,592 and December 31, 2019 — 71,727,061
|
|
|
|
|
|
||
|
Class B non-voting convertible stock — $0.01 par value; shares issued: March 31, 2020 and December 31, 2019 — 23,793,669
|
|
|
|
|
|
||
|
Additional paid-in capital
|
|
|
|
|
|
||
|
Accumulated other comprehensive loss
|
(
|
)
|
|
(
|
)
|
||
|
Accumulated deficit
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
|
|
||
|
Shares held as treasury stock — at cost: March 31, 2020 and December 31, 2019 — 14,592,888
|
(
|
)
|
|
(
|
)
|
||
|
Total Tenneco Inc. shareholders’ equity
|
|
|
|
|
|
||
|
Noncontrolling interests
|
|
|
|
|
|
||
|
Total equity
|
|
|
|
|
|
||
|
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Operating Activities
|
|
|
|
||||
|
Net income (loss)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:
|
|
|
|
||||
|
Goodwill and intangible impairment charges
|
|
|
|
|
|
||
|
Depreciation and amortization
|
|
|
|
|
|
||
|
Deferred income taxes
|
(
|
)
|
|
(
|
)
|
||
|
Stock-based compensation
|
|
|
|
|
|
||
|
Restructuring charges and asset impairments, net of cash paid
|
|
|
|
(
|
)
|
||
|
Change in pension and other postretirement benefit plans
|
(
|
)
|
|
(
|
)
|
||
|
Equity in earnings of nonconsolidated affiliates
|
(
|
)
|
|
(
|
)
|
||
|
Cash dividends received from nonconsolidated affiliates
|
|
|
|
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Receivables
|
|
|
|
(
|
)
|
||
|
Inventories
|
(
|
)
|
|
|
|
||
|
Payables and accrued expenses
|
(
|
)
|
|
|
|
||
|
Accrued interest and accrued income taxes
|
|
|
|
(
|
)
|
||
|
Other assets and liabilities
|
(
|
)
|
|
(
|
)
|
||
|
Net cash (used) provided by operating activities
|
(
|
)
|
|
(
|
)
|
||
|
Investing Activities
|
|
|
|
||||
|
Acquisitions, net of cash acquired
|
|
|
|
(
|
)
|
||
|
Proceeds from sale of assets
|
|
|
|
|
|
||
|
Net proceeds from sale of business
|
|
|
|
|
|
||
|
Cash payments for property, plant, and equipment
|
(
|
)
|
|
(
|
)
|
||
|
Proceeds from deferred purchase price of factored receivables
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
||
|
Net cash (used) provided by investing activities
|
(
|
)
|
|
(
|
)
|
||
|
Financing Activities
|
|
|
|
||||
|
Proceeds from term loans and notes
|
|
|
|
|
|
||
|
Repayments of term loans and notes
|
(
|
)
|
|
(
|
)
|
||
|
Debt issuance costs of long-term debt
|
(
|
)
|
|
|
|
||
|
Borrowings on revolving lines of credit
|
|
|
|
|
|
||
|
Payments on revolving lines of credit
|
(
|
)
|
|
(
|
)
|
||
|
Issuance (repurchase) of common shares
|
(
|
)
|
|
(
|
)
|
||
|
Cash dividends
|
|
|
|
(
|
)
|
||
|
Net increase (decrease) in bank overdrafts
|
(
|
)
|
|
(
|
)
|
||
|
Other
|
|
|
|
(
|
)
|
||
|
Distributions to noncontrolling interest partners
|
(
|
)
|
|
(
|
)
|
||
|
Net cash (used) provided by financing activities
|
|
|
|
|
|
||
|
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
(
|
)
|
|
|
|
||
|
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
|
|
(
|
)
|
||
|
Cash, cash equivalents and restricted cash, beginning of period
|
|
|
|
|
|
||
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
|
|
|
$
|
|
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
|
Cash paid during the period for interest
|
$
|
|
|
|
$
|
|
|
|
Cash paid during the period for income taxes, net of refunds
|
$
|
|
|
|
$
|
|
|
|
Lease assets obtained in exchange for new operating lease liabilities
|
$
|
|
|
|
$
|
|
|
|
Non-cash Investing Activities
|
|
|
|
||||
|
Period end balance of accounts payable for property, plant, and equipment
|
$
|
|
|
|
$
|
|
|
|
Deferred purchase price of receivables factored in the period
|
$
|
|
|
|
$
|
|
|
|
Reduction in assets from redeemable noncontrolling interest transaction with owner
|
$
|
|
|
|
$
|
|
|
|
|
Tenneco Inc. Shareholders' equity
|
|
|
|||||||||||||||||||||||||||||
|
|
$0.01 Par Value Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Tenneco Inc. Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
Balance at December 31, 2019
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||||||||
|
Other comprehensive income (loss)—net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||||||||||
|
Defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|||||||||||||
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||
|
Stock-based compensation, net
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||||
|
Reclassification of redeemable noncontrolling interest to permanent equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
|
Redeemable noncontrolling interest transaction with owner
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||||||
|
Balance at March 31, 2020
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Tenneco Inc. Shareholders' equity
|
|
|
||||||||||||||||||||||||||||
|
|
$0.01 Par Value Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Tenneco Inc. Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||
|
Balance at December 31, 2018
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net Income (loss)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||||||
|
Other comprehensive income (loss)—net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||||||||||
|
Defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||||||||||
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||||||||
|
Stock-based compensation, net
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||||||
|
Cash dividends ($0.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||||||
|
Purchase accounting measurement period adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
||||||||
|
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
||||||||
|
Balance at March 31, 2019
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
•
|
During the
three months ended March 31, 2020
, the Company completed the process to make a tender offer of the shares it did not own for a subsidiary in India acquired by the Company as part of the Federal-Mogul Acquisition on October 1, 2018, in accordance with local regulations. As a result of completing the tender offer, the redeemable noncontrolling interest was no longer redeemable or probable of becoming redeemable and the amount of
$
|
|
•
|
A
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Balance at beginning of period
|
$
|
|
|
|
$
|
|
|
|
Net income (loss) attributable to redeemable noncontrolling interests
|
(
|
)
|
|
|
|
||
|
Other comprehensive income (loss)
|
(
|
)
|
|
|
|
||
|
Acquisition and other
|
|
|
|
|
|
||
|
Noncontrolling interest tender offer redemption
|
(
|
)
|
|
|
|
||
|
Redemption value measurement adjustment
|
|
|
|
|
|
||
|
Purchase accounting measurement period adjustment
|
|
|
|
(
|
)
|
||
|
Reclassification of noncontrolling interest to permanent equity
|
(
|
)
|
|
|
|
||
|
Dividends declared
|
|
|
|
|
|
||
|
Balance at end of period
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2020
|
|
2019
|
||
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
||
|
Restricted stock, PSUs, and RSUs
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
Dilutive shares outstanding
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Assets
|
|
|
|
||||
|
Receivables
|
$
|
|
|
|
$
|
|
|
|
Inventories
|
|
|
|
|
|
||
|
Other current assets
|
|
|
|
|
|
||
|
Long-lived assets
|
|
|
|
|
|
||
|
Goodwill
|
|
|
|
|
|
||
|
Impairment on carrying value
|
(
|
)
|
|
(
|
)
|
||
|
Total assets held for sale
|
$
|
|
|
|
$
|
|
|
|
Liabilities
|
|
|
|
||||
|
Accounts payable
|
$
|
|
|
|
$
|
|
|
|
Accrued liabilities
|
|
|
|
|
|
||
|
Total liabilities held for sale
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Corporate
|
|
Total
|
||||||||||||
|
Severance and other charges, net
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other non-restructuring asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total restructuring charges, net and asset impairments
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Corporate
|
|
Total
|
||||||||||||
|
Severance and other charges, net
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other non-restructuring asset impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total restructuring charges, net and asset impairments
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
•
|
The Company incurred
$
|
|
•
|
The Ride Performance segment incurred
$
|
|
•
|
The Clean Air segment incurred
$
|
|
|
Reportable Segments
|
|
|
|
|
||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total Reportable Segments
|
|
Corporate
|
|
Total
|
||||||||||||||
|
Balance at December 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Revisions to estimates
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||
|
Payments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Foreign currency
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||
|
Balance at March 31, 2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Reportable Segments
|
|
|
|
|
||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total Reportable Segments
|
|
Corporate
|
|
Total
|
||||||||||||||
|
Balance at December 31, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Payments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Balance at March 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||||||||||||||||||
|
|
Employee Costs
|
|
Facility Closure and Other Costs
|
|
Total
|
|
Employee Costs
|
|
Facility Closure and Other Costs
|
|
Total
|
||||||||||||
|
Balance at beginning of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Revisions to estimates
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||||
|
Payments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Foreign currency
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||||
|
Balance at end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Finished goods
|
$
|
|
|
|
$
|
|
|
|
Work in process
|
|
|
|
|
|
||
|
Raw materials
|
|
|
|
|
|
||
|
Materials and supplies
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Three months ended March 31, 2020
|
||||||||||||||
|
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
||||||||
|
Goodwill impairment charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Trade names and trademarks intangible asset impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Definite-lived intangible assets impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Segments
|
||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
||||||||
|
Number of reporting units with goodwill
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Number of reporting units where fair value exceeds carrying value:
|
|
|
|
|
|
|
|
||||||||
|
Greater than 10%
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less than 10%
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Goodwill for reporting units where fair value exceeds carrying value:
|
|
|
|
|
|
|
|
||||||||
|
Greater than 10%
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Less than 10%
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
||||||||||
|
Gross carrying amount at December 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign exchange
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Gross carrying amount at March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accumulated impairment loss at December 31, 2019
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Impairment
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Accumulated impairment loss at March 31, 2020
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net carrying value at end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
Useful Lives
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships and platforms
|
10 years
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Customer contract
|
10 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Patents
|
10 to 17 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Technology rights
|
10 to 30 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Packaged kits know-how
|
10 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Catalogs
|
10 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Licensing agreements
|
3 to 5 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Land use rights
|
28 to 46 years
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names and trademarks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
||||||||
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
2020
|
|
2019
|
||||
|
Amortization expense
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
|
Total
|
||||||||||||||
|
Expected amortization expense
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||
|
Anqing TP Goetze Piston Ring Company Limited (China)
|
|
%
|
|
|
%
|
|
Anqing TP Powder Metallurgy Co., Ltd (China)
|
|
%
|
|
|
%
|
|
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)
|
|
%
|
|
|
%
|
|
Farloc Argentina SAIC Y F (Argentina)
|
|
%
|
|
|
%
|
|
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)
|
|
%
|
|
|
%
|
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)
|
|
%
|
|
|
%
|
|
Federal-Mogul TP Liners, Inc. (USA)
|
|
%
|
|
|
%
|
|
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)
|
|
%
|
|
|
%
|
|
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)
|
|
%
|
|
|
%
|
|
KB Autosys Co., Ltd. (Korea)
|
|
%
|
|
|
%
|
|
Montagewerk Abgastechnik Emden GmbH (Germany)
|
|
%
|
|
|
%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Investments in nonconsolidated affiliates
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Equity in earnings (losses) of nonconsolidated affiliates, net of tax
|
$
|
|
|
|
$
|
|
|
|
Cash dividends received from nonconsolidated affiliates
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||
|
Statements of Income
|
Otomotiv A.S.
|
|
Anqing TP Goetze
|
|
Other
|
|
Total
|
||||||||
|
Sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Gross profit
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income from continuing operations
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Statements of Income
|
Otomotiv A.S.
|
|
Anqing TP Goetze
|
|
Other
|
|
Total
|
||||||||
|
Sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Gross profit
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income from continuing operations
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Notional Amount
|
||
|
Long positions
|
$
|
|
|
|
Short positions
|
$
|
(
|
)
|
|
|
|
|
Carrying Value
|
||||||
|
|
Balance sheet classification
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Commodity price hedge contracts designated as cash flow hedges
|
Accrued expenses and other current liabilities
|
|
$
|
|
|
|
$
|
|
|
|
Foreign currency borrowings designated as net investment hedges
|
Long-term debt
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
|
2020
|
|
2019
|
||||
|
Commodity price hedge contracts designated as cash flow hedges
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Foreign currency borrowings designated as net investment hedges
|
|
$
|
|
|
|
$
|
|
|
|
Level 1
|
—
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
|
|
Level 2
|
—
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
|
|
|
|
|
|
Level 3
|
—
|
Unobservable inputs based on our own assumptions.
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Fair value
hierarchy |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
|
Derivative asset (liability) instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Swap agreements
|
Level 2
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Commodity contracts
|
Level 2
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Fair value
hierarchy |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
|
Long-term debt (including current maturities):
|
|
|
|
|
|
|
|
|
|
||||||||
|
Term loans and senior notes
|
Level 2
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Principal
|
|
Carrying Amount
(a)
|
|
Principal
|
|
Carrying Amount
(a)
|
||||||||
|
Credit Facilities
|
|
|
|
|
|
|
|
||||||||
|
Revolver Borrowings
|
|
|
|
|
|
|
|
||||||||
|
Due 2023
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Term Loans
|
|
|
|
|
|
|
|
||||||||
|
LIBOR plus 1.75% Term Loan A due 2019 through 2023
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
LIBOR plus 3.00% Term Loan B due 2019 through 2025
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
||||||||
|
$225 million of 5.375% Senior Notes due 2024
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$500 million of 5.000% Senior Notes due 2026
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Senior Secured Notes
|
|
|
|
|
|
|
|
||||||||
|
€415 million 4.875% Euro Fixed Rate Notes due 2022
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
€350 million of 5.000% Euro Fixed Rate Notes due 2024
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other debt, primarily foreign instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Less - maturities classified as current
|
|
|
|
|
|
|
|
|
|
||||||
|
Total long-term debt
|
|
|
$
|
|
|
|
|
|
$
|
|
|
||||
|
|
|
(a)
|
Carrying amount is net of unamortized debt issuance costs and debt discounts or premiums. Total unamortized debt issuance costs were
$
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
|
Maturities classified as current
|
$
|
|
|
|
$
|
|
|
|
Short-term borrowings
(a)
|
|
|
|
|
|
||
|
Bank overdrafts
|
|
|
|
|
|
||
|
Total short-term debt
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Amortization of debt issuance fees
|
$
|
|
|
|
$
|
|
|
|
|
Committed Credit Facilities
at March 31, 2020 |
||||
|
|
Term
|
|
Available
(b)
|
||
|
|
|
|
(in billions)
|
||
|
Tenneco Inc. revolving credit facility
(a)
|
2023
|
|
$
|
|
|
|
Tenneco Inc. Term Loan A
|
2023
|
|
|
|
|
|
Tenneco Inc. Term Loan B
|
2025
|
|
|
|
|
|
Subsidiaries’ credit agreements
|
2020 - 2028
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
(a)
|
The Company is required to pay commitment fees under the revolving credit facility on the unused portion of the total commitment.
|
|
(b)
|
Letters of credit reduce the available borrowings under the revolving credit facility.
|
|
Consolidated net leverage ratio
|
Interest rate
|
|
greater than 3.0 to 1
|
LIBOR plus 2.00%
|
|
less than 3.0 to 1 and greater than 2.5 to 1
|
LIBOR plus 1.75%
|
|
less than 2.5 to 1 and greater than 1.5 to 1
|
LIBOR plus 1.50%
|
|
less than 1.5 to 1
|
LIBOR plus 1.25%
|
|
Consolidated net leverage ratio
|
Interest rate
|
|
greater than 6.0 to 1
|
LIBOR plus 2.50%
|
|
less than 6.0 to 1 and greater than 4.5 to 1
|
LIBOR plus 2.25%
|
|
(i) Consolidated net leverage ratio
|
|
|
not greater than 4.50 to 1
|
through March 31, 2021
|
|
not greater than 4.25 to 1
|
through September 30, 2021
|
|
not greater than 4.00 to 1
|
through March 31, 2022
|
|
not greater than 3.75 to 1
|
through September 30, 2022
|
|
not greater than 3.50 to 1
|
thereafter
|
|
(i) Senior secured net leverage ratio
|
|
(ii) Consolidated net leverage ratio
|
||
|
not greater than 6.75 to 1
|
at June 30, 2020
|
|
not greater than 4.50 to 1
|
at March 31, 2020
|
|
not greater than 9.50 to 1
|
at September 30, 2020
|
|
not greater than 5.25 to 1
|
at March 31, 2022
|
|
not greater than 8.75 to 1
|
at December 31, 2020
|
|
not greater than 4.75 to 1
|
at June 30, 2022
|
|
not greater than 8.25 to 1
|
at March 31, 2021
|
|
not greater than 4.25 to 1
|
at September 30, 2022
|
|
not greater than 4.50 to 1
|
at June 30, 2021
|
|
not greater than 3.75 to 1
|
thereafter
|
|
not greater than 4.25 to 1
|
at September 30, 2021
|
|
|
|
|
not greater than 4.00 to 1
|
at December 31, 2021
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Borrowings on securitization programs
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Loss on sale of receivables
(a)
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
2020
|
|
2019
|
|
|||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
2020
|
|
2019
|
||||||||||||
|
Service cost
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Expected return on plan assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Net amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Actuarial loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Prior service cost (credit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Net pension and postretirement costs (credits)
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Accrued expenses and other current liabilities
|
$
|
|
|
|
$
|
|
|
|
Deferred credits and other liabilities
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
||||||||||||
|
Expected payments
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Accrued expenses and other current liabilities
|
$
|
|
|
|
$
|
|
|
|
Deferred credits and other liabilities
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Balance at beginning of period
|
$
|
|
|
|
$
|
|
|
|
Accruals related to product warranties
|
|
|
|
|
|
||
|
Reductions for payments made
|
(
|
)
|
|
(
|
)
|
||
|
Foreign currency
|
|
|
|
|
|
||
|
Balance at end of period
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Cash-settled share-based compensation expense (benefit)
|
$
|
|
|
|
$
|
(
|
)
|
|
Share-settled share-based compensation expense (benefit)
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
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 beginning of period
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Vested
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||
|
Forfeited
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|||
|
Nonvested balance at end of period
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
|
Shares issued at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance (repurchased) pursuant to benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock forfeited and withheld for taxes
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Foreign currency translation adjustments and other:
|
|
|
|
||||
|
Balance at beginning of period
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Other comprehensive income (loss) before reclassifications adjustments
|
(
|
)
|
|
|
|
||
|
Reclassification from other comprehensive income (loss)
|
|
|
|
|
|
||
|
Other comprehensive income (loss)
|
(
|
)
|
|
|
|
||
|
Income tax provision (benefit)
|
|
|
|
|
|
||
|
Balance at end of period
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Pensions and other postretirement benefits:
|
|
|
|
||||
|
Balance at beginning of period
|
(
|
)
|
|
(
|
)
|
||
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
||
|
Reclassification from other comprehensive income (loss)
|
|
|
|
|
|
||
|
Other comprehensive income (loss)
|
|
|
|
|
|
||
|
Income tax provision (benefit)
|
|
|
|
|
|
||
|
Balance at end of period
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Cash flow hedge instruments
|
|
|
|
||||
|
Balance at beginning of period
|
|
|
|
|
|
||
|
Other comprehensive income (loss) before reclassifications
|
(
|
)
|
|
|
|
||
|
Reclassification from other comprehensive income (loss)
|
|
|
|
|
|
||
|
Other comprehensive income (loss)
|
(
|
)
|
|
|
|
||
|
Income tax provision (benefit)
|
|
|
|
|
|
||
|
Balance at end of period
|
(
|
)
|
|
|
|
||
|
|
|
|
|
||||
|
Accumulated other comprehensive loss at end of period
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
||||
|
Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
(
|
)
|
|
$
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
|
Corporate
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||
|
For the Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Revenues from external customers
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
Intersegment revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Equity in earnings of nonconsolidated affiliates, net of tax
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
For the Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Revenues from external customers
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
Intersegment revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Equity in earnings of nonconsolidated affiliates, net of tax
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
EBITDA including noncontrolling interests by Segments:
|
|
|
|
||||
|
Clean Air
|
$
|
|
|
|
$
|
|
|
|
Powertrain
|
(
|
)
|
|
|
|
||
|
Ride Performance
|
(
|
)
|
|
(
|
)
|
||
|
Motorparts
|
(
|
)
|
|
|
|
||
|
Total Reportable Segments
|
(
|
)
|
|
|
|
||
|
Corporate
|
(
|
)
|
|
(
|
)
|
||
|
Depreciation and amortization
|
(
|
)
|
|
(
|
)
|
||
|
Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
(
|
)
|
|
(
|
)
|
||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
||
|
Income tax (expense) benefit
|
|
|
|
|
|
||
|
Net income (loss)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
Reportable Segments
|
||||||||||||||||||
|
By Customer Type
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
||||||||||
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OE - Substrate
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
OE - Value add
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Aftermarket
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OE - Substrate
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
OE - Value add
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Aftermarket
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Reportable Segments
|
||||||||||||||||||
|
By Geography
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
||||||||||
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Europe, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rest of world
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
North America
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Europe, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rest of world
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||
|
|
Net Sales
|
|
Purchases
|
|
Royalty and Other Income
|
|
Net Sales
|
|
Purchases
|
|
Royalty and Other Income
|
||||||||||||
|
Anqing TP Goetze Piston Ring Company Limited
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Anqing TP Powder Metallurgy Company Limited
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Dongsuh Federal-Mogul Industrial Co., Ltd.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Icahn Automotive Group LLC
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Montagewerk Abgastechnik Emden GmbH
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
PSC Metals, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Receivables
|
|
Payables and accruals
|
|
Receivables
|
|
Payables and accruals
|
||||||||
|
Anqing TP Goetze Piston Ring Company Limited
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Anqing TP Powder Metallurgy Company Limited
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Dongsuh Federal-Mogul Industrial Co., Ltd.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Farloc Argentina SAIC
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Federal-Mogul Powertrain Otomotiv A.S.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Federal-Mogul TP Liners, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Icahn Automotive Group LLC
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Montagewerk Abgastechnik Emden GmbH
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
•
|
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; and
|
|
•
|
The Powertrain segment focuses on original equipment powertrain products for automotive, heavy duty, and industrial applications.
|
|
•
|
The Motorparts segment engineers, manufactures, sources, and distributes a broad portfolio of products in the global vehicle aftermarket while also servicing the original equipment and original equipment servicers market with products, including vehicle braking systems and a wide variety of chassis, engine, sealing, wiper, filter, lighting, and other general maintenance applications; and
|
|
•
|
The Ride Performance segment designs, manufactures, markets, and distributes a variety of ride performance solutions and systems to a global OE customer base, including noise, vibration, and harshness performance materials, advanced suspension technologies, ride control, and braking.
|
|
•
|
an
increase
in restructuring charges, net and asset impairments of
$468 million
primarily related to impairment of long-lived asset groups triggered by the effects of the COVID-19 global pandemic on the Company's projected financial information; and
|
|
•
|
goodwill and intangible impairment charges of
$383 million
consisting of
$267 million
of goodwill impairment,
$65 million
of definite-lived intangible asset impairments and
$51 million
of indefinite-lived intangible asset impairments.
|
|
•
|
a
decrease
in selling, general, and administrative costs of
$69 million
primarily due to lower acquisition and expected separation costs and the effects of cost reduction initiatives;
|
|
•
|
a
decrease
in engineering, research and development of
$15 million
primarily due to the effects of cost reduction initiatives; and
|
|
•
|
an income tax benefit of
$94 million
primarily resulting from the impairment charges recognized in the
three months ended March 31, 2020
.
|
|
|
Three Months Ended March 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
(1)
|
|||||||
|
|
(millions, except percent, share, and per share amounts)
|
|||||||||||||
|
Revenues
|
|
|
|
|
|
|
|
|||||||
|
Net sales and operating revenues
|
$
|
3,836
|
|
|
$
|
4,484
|
|
|
$
|
(648
|
)
|
|
(14
|
)%
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
|
Cost of sales (exclusive of depreciation and amortization)
|
3,339
|
|
|
3,870
|
|
|
(531
|
)
|
|
(14
|
)%
|
|||
|
Selling, general, and administrative
|
249
|
|
|
318
|
|
|
(69
|
)
|
|
(22
|
)%
|
|||
|
Depreciation and amortization
|
171
|
|
|
169
|
|
|
2
|
|
|
1
|
%
|
|||
|
Engineering, research, and development
|
77
|
|
|
92
|
|
|
(15
|
)
|
|
(16
|
)%
|
|||
|
Restructuring charges, net and asset impairments
|
484
|
|
|
16
|
|
|
468
|
|
|
n/m
|
|
|||
|
Goodwill and intangible impairment charges
|
383
|
|
|
60
|
|
|
323
|
|
|
n/m
|
|
|||
|
|
4,703
|
|
|
4,525
|
|
|
178
|
|
|
4
|
%
|
|||
|
Other income (expense)
|
|
|
|
|
|
|
|
|||||||
|
Non-service pension and other postretirement benefit (costs) credits
|
1
|
|
|
(2
|
)
|
|
3
|
|
|
(150
|
)%
|
|||
|
Equity in (earnings) losses of nonconsolidated affiliates, net of tax
|
13
|
|
|
16
|
|
|
(3
|
)
|
|
n/m
|
|
|||
|
Other income (expense), net
|
8
|
|
|
3
|
|
|
5
|
|
|
n/m
|
|
|||
|
|
22
|
|
|
17
|
|
|
5
|
|
|
n/m
|
|
|||
|
Earnings (loss) before interest expense, income taxes, and noncontrolling interests
|
(845
|
)
|
|
(24
|
)
|
|
(821
|
)
|
|
n/m
|
|
|||
|
Interest expense
|
(75
|
)
|
|
(81
|
)
|
|
6
|
|
|
(7
|
)%
|
|||
|
Earnings (loss) before income taxes and noncontrolling interests
|
(920
|
)
|
|
(105
|
)
|
|
(815
|
)
|
|
n/m
|
|
|||
|
Income tax (expense) benefit
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
%
|
|||
|
Net income (loss)
|
(826
|
)
|
|
(105
|
)
|
|
(721
|
)
|
|
n/m
|
|
|||
|
Less: Net income (loss) attributable to noncontrolling interests
|
13
|
|
|
12
|
|
|
1
|
|
|
8
|
%
|
|||
|
Net income (loss) attributable to Tenneco Inc.
|
$
|
(839
|
)
|
|
$
|
(117
|
)
|
|
$
|
(722
|
)
|
|
617
|
%
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|||||||
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|||||||
|
Earnings (loss) per share
|
$
|
(10.34
|
)
|
|
$
|
(1.44
|
)
|
|
|
|
|
|||
|
Weighted average shares outstanding
|
81,168,562
|
|
|
80,874,637
|
|
|
|
|
|
|||||
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|||||||
|
Earnings (loss) per share
|
$
|
(10.34
|
)
|
|
$
|
(1.44
|
)
|
|
|
|
|
|||
|
Weighted average shares outstanding
|
81,168,562
|
|
|
80,874,637
|
|
|
|
|
|
|||||
|
|
|
Three months ended March 31, 2019
|
$
|
4,484
|
|
|
Acquisitions and divestitures, net
|
(45
|
)
|
|
|
Drivers in the change of organic revenues:
|
|
|
|
|
Volume and mix
|
(499
|
)
|
|
|
Currency exchange rates
|
(97
|
)
|
|
|
Others
|
(7
|
)
|
|
|
Three months ended March 31, 2020
|
$
|
3,836
|
|
|
Three months ended March 31, 2019
|
$
|
3,870
|
|
|
Acquisitions and divestitures, net
|
(36
|
)
|
|
|
Drivers in the change of organic cost of sales:
|
|
|
|
|
Volume and mix
|
(385
|
)
|
|
|
Material
|
(24
|
)
|
|
|
Currency exchange rates
|
(89
|
)
|
|
|
Others
|
3
|
|
|
|
Three months ended March 31, 2020
|
$
|
3,339
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
2020
|
|
2019
|
||||
|
EBITDA including noncontrolling interests by segment:
|
|
|
|
|
||||
|
Clean Air
|
|
$
|
99
|
|
|
$
|
131
|
|
|
Powertrain
|
|
(70
|
)
|
|
113
|
|
||
|
Ride Performance
|
|
(577
|
)
|
|
(45
|
)
|
||
|
Motorparts
|
|
(40
|
)
|
|
45
|
|
||
|
Corporate
|
|
(86
|
)
|
|
(99
|
)
|
||
|
Depreciation
|
|
(171
|
)
|
|
(169
|
)
|
||
|
Earnings before interest expense, income taxes, and noncontrolling interest
|
|
(845
|
)
|
|
(24
|
)
|
||
|
Interest expense
|
|
(75
|
)
|
|
(81
|
)
|
||
|
Income tax (expense) benefit
|
|
94
|
|
|
—
|
|
||
|
Net income (loss)
|
|
$
|
(826
|
)
|
|
$
|
(105
|
)
|
|
|
Segment Revenue
|
||||||||||||||||||||||||||||||||||||||
|
|
New Tenneco
|
|
DRiV
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total Revenues
|
||||||||||||||||||||||||||||||
|
Three months ended March 31,
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
Revenues
|
$
|
1,545
|
|
|
$
|
1,779
|
|
|
$
|
997
|
|
|
$
|
1,175
|
|
|
$
|
588
|
|
|
$
|
733
|
|
|
$
|
706
|
|
|
$
|
797
|
|
|
$
|
3,836
|
|
|
$
|
4,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Value-add revenues
|
845
|
|
|
1,073
|
|
|
997
|
|
|
1,175
|
|
|
588
|
|
|
733
|
|
|
706
|
|
|
797
|
|
|
3,136
|
|
|
3,778
|
|
||||||||||
|
Currency effect on value-add revenue
|
(19
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
||||||||||
|
Value-add revenue excluding currency
|
$
|
864
|
|
|
$
|
1,073
|
|
|
$
|
1,023
|
|
|
$
|
1,175
|
|
|
$
|
605
|
|
|
$
|
733
|
|
|
$
|
725
|
|
|
$
|
797
|
|
|
$
|
3,217
|
|
|
$
|
3,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Substrate sales
|
$
|
700
|
|
|
$
|
706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
700
|
|
|
$
|
706
|
|
|
|
Three Months Ended March 31,
|
|
Three Months
|
||||||||
|
|
2020
|
|
2019
|
|
2020 vs 2019
|
||||||
|
EBITDA including noncontrolling interests by Segments:
|
|
|
|
|
|
||||||
|
Clean Air
|
$
|
99
|
|
|
$
|
131
|
|
|
$
|
(32
|
)
|
|
Powertrain
|
$
|
(70
|
)
|
|
$
|
113
|
|
|
$
|
(183
|
)
|
|
Ride Performance
|
$
|
(577
|
)
|
|
$
|
(45
|
)
|
|
$
|
(532
|
)
|
|
Motorparts
|
$
|
(40
|
)
|
|
$
|
45
|
|
|
$
|
(85
|
)
|
|
|
Reportable Segments
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
|
Corporate
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Restructuring charges, net
|
—
|
|
|
1
|
|
|
6
|
|
|
2
|
|
|
9
|
|
|
4
|
|
|
—
|
|
|
13
|
|
||||||||
|
Restructuring related costs
|
1
|
|
|
(1
|
)
|
|
19
|
|
|
1
|
|
|
20
|
|
|
1
|
|
|
|
|
21
|
|
|||||||||
|
Other non-restructuring asset impairments
|
—
|
|
|
—
|
|
|
455
|
|
|
—
|
|
|
455
|
|
|
16
|
|
|
|
|
471
|
|
|||||||||
|
Acquisition and expected separation costs
(1)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
21
|
|
|
—
|
|
|
25
|
|
||||||||
|
Goodwill and intangibles impairment charge
|
—
|
|
|
160
|
|
|
113
|
|
|
110
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
383
|
|
||||||||
|
Total adjustments
|
$
|
5
|
|
|
$
|
160
|
|
|
$
|
593
|
|
|
$
|
113
|
|
|
$
|
871
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
913
|
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Clean Air
|
|
Powertrain
|
|
Ride Performance
|
|
Motorparts
|
|
Total
|
|
Corporate
|
|
Reclass & Elims
|
|
Total
|
||||||||||||||||
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Costs to achieve synergies
(1)
|
1
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
|
Restructuring and related expenses
(2)
|
4
|
|
|
1
|
|
|
10
|
|
|
1
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
17
|
|
||||||||
|
Cost reduction initiatives
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
|
Acquisition and expected separation costs
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||||
|
Process harmonization
(5)
|
4
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||
|
Purchase accounting adjustments
(6)
|
—
|
|
|
2
|
|
|
3
|
|
|
36
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||||
|
Goodwill impairment charge
(7)
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||||
|
Total adjustments
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
76
|
|
|
$
|
45
|
|
|
$
|
133
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
|
|
•
|
Temporarily suspending or reducing operations;
|
|
•
|
As discussed in more detail in Note 10, Debt and Other Financing Arrangements and below, we entered into an amendment to our senior credit facility to increase the maximum leverage ratio and decrease the minimum interest coverage ratio;
|
|
•
|
As of March 31, 2020, we had liquidity of
$1.57 billion
, comprised of
$770 million
cash and
$800 million
undrawn on our revolving credit facility. Subsequent to March 31, 2020, we drew down the remaining amount available under our revolving credit facility to enhance our liquidity position;
|
|
•
|
For the second quarter of 2020, overall salary costs are expected to be reduced at least 25% through a combination of unpaid furloughs, net pay decreases, and available temporary support programs in all regions Tenneco does business. Additionally, the executive leadership team (the CEO’s direct staff) has reduced their salaries 50% and the CEO will not take a salary during this period;
|
|
•
|
We expect to reduce our headcount globally, subject to negotiation with works councils in certain jurisdictions, beginning in the second quarter of 2020 and expect these actions to be completed during 2020. We expect to record a charge in the range of $25 million to $30 million for the second quarter of 2020 in connection with the cash severance costs expected to be paid and expect to achieve annualized cost savings of approximately $65 million in connection with this action;
|
|
•
|
Capital expenditures in 2020 are expected to be reduced to less than $400 million. This is a reduction from previous guidance of 2020 expenditures between $610-$650 million and 2019 expenditures, which were greater than $700 million;
|
|
•
|
Consideration of any applicable provisions under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) including deferral of the company’s portion of 2020 FICA payroll taxes which will be repaid in 2021 and 2022, and deferral of our U.S. qualified pension plan contributions;
|
|
•
|
The Tenneco Board of Directors annual retainer fees will be reduced by 25% for the remainder of 2020; and
|
|
•
|
Beginning in the second quarter of 2020, we may defer payments and extend payment terms with certain suppliers and other business partners to address the working capital issues described above and otherwise defer or delay cash outlays as necessary and practical.
|
|
|
Committed Credit Facilities
at March 31, 2020 |
||||
|
|
Term
|
|
Available
(b)
|
||
|
|
|
|
(in billions)
|
||
|
Tenneco Inc. revolving credit facility
(a)
|
2023
|
|
$
|
0.8
|
|
|
Tenneco Inc. Term Loan A
|
2023
|
|
—
|
|
|
|
Tenneco Inc. Term Loan B
|
2025
|
|
—
|
|
|
|
Subsidiaries’ credit agreements
|
2020 - 2028
|
|
—
|
|
|
|
|
|
|
$
|
0.8
|
|
|
|
|
(a)
|
We are required to pay commitment fees under the revolving credit facility on the unused portion of the total commitment.
|
|
(b)
|
Letters of credit reduce the available borrowings under the revolving credit facility.
|
|
Consolidated net leverage ratio
|
Interest rate
|
|
greater than 3.0 to 1
|
LIBOR plus 2.00%
|
|
less than 3.0 to 1 and greater than 2.5 to 1
|
LIBOR plus 1.75%
|
|
less than 2.5 to 1 and greater than 1.5 to 1
|
LIBOR plus 1.50%
|
|
less than 1.5 to 1
|
LIBOR plus 1.25%
|
|
Consolidated net leverage ratio
|
Interest rate
|
|
greater than 6.0 to 1
|
LIBOR plus 2.50%
|
|
less than 6.0 to 1 and greater than 4.5 to 1
|
LIBOR plus 2.25%
|
|
(i) Consolidated net leverage ratio
|
|
|
not greater than 4.50 to 1
|
through March 31, 2021
|
|
not greater than 4.25 to 1
|
through September 30, 2021
|
|
not greater than 4.00 to 1
|
through March 31, 2022
|
|
not greater than 3.75 to 1
|
through September 30, 2022
|
|
not greater than 3.50 to 1
|
thereafter
|
|
(i) Senior secured net leverage ratio
|
|
(ii) Consolidated net leverage ratio
|
||
|
not greater than 6.75 to 1
|
at June 30, 2020
|
|
not greater than 4.50 to 1
|
at March 31, 2020
|
|
not greater than 9.50 to 1
|
at September 30, 2020
|
|
not greater than 5.25 to 1
|
at March 31, 2022
|
|
not greater than 8.75 to 1
|
at December 31, 2020
|
|
not greater than 4.75 to 1
|
at June 30, 2022
|
|
not greater than 8.25 to 1
|
at March 31, 2021
|
|
not greater than 4.25 to 1
|
at September 30, 2022
|
|
not greater than 4.50 to 1
|
at June 30, 2021
|
|
not greater than 3.75 to 1
|
thereafter
|
|
not greater than 4.25 to 1
|
at September 30, 2021
|
|
|
|
|
not greater than 4.00 to 1
|
at December 31, 2021
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
Borrowings on securitization programs
|
|
$
|
8
|
|
|
$
|
4
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Loss on sale of receivables
(a)
|
$
|
6
|
|
|
$
|
8
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Operational cash flow before changes in operating assets and liabilities
|
$
|
(1
|
)
|
|
$
|
91
|
|
|
|
|
|
|
||||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Receivables
|
139
|
|
|
(312
|
)
|
||
|
Inventories
|
(73
|
)
|
|
11
|
|
||
|
Payables and accrued expenses
|
(136
|
)
|
|
157
|
|
||
|
Accrued interest and income taxes
|
29
|
|
|
(38
|
)
|
||
|
Other assets and liabilities
|
(110
|
)
|
|
(59
|
)
|
||
|
Total change in operating assets and liabilities
|
(151
|
)
|
|
(241
|
)
|
||
|
Net cash provided (used) by operating activities
|
$
|
(152
|
)
|
|
$
|
(150
|
)
|
|
•
|
an increase in cash used from operational cash flows before operating assets and liabilities of
$92 million
; and
|
|
•
|
a net decrease of
$90 million
due to favorable changes in working capital items.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Proceeds from sale of assets
|
$
|
2
|
|
|
$
|
1
|
|
|
Net proceeds from sale of business
|
—
|
|
|
22
|
|
||
|
Cash payments for property, plant, and equipment
|
(137
|
)
|
|
(210
|
)
|
||
|
Acquisitions, net of cash acquired
|
—
|
|
|
(158
|
)
|
||
|
Proceeds from deferred purchase price of factored receivables
|
56
|
|
|
60
|
|
||
|
Other
|
2
|
|
|
2
|
|
||
|
Net cash (used) provided by investing activities
|
$
|
(77
|
)
|
|
$
|
(283
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Proceeds from term loans and notes
|
$
|
67
|
|
|
$
|
28
|
|
|
Repayments of term loans and notes
|
(84
|
)
|
|
(64
|
)
|
||
|
Debt issuance costs of long-term debt
|
(8
|
)
|
|
—
|
|
||
|
Borrowings on revolving lines of credit
|
3,161
|
|
|
2,119
|
|
||
|
Payments on revolving lines of credit
|
(2,659
|
)
|
|
(1,981
|
)
|
||
|
Issuance (repurchase) of common shares
|
(1
|
)
|
|
(2
|
)
|
||
|
Cash dividends
|
—
|
|
|
(20
|
)
|
||
|
Purchase of common stock under the share repurchase program
|
—
|
|
|
—
|
|
||
|
Net increase (decrease) in bank overdrafts
|
(2
|
)
|
|
(1
|
)
|
||
|
Other
|
11
|
|
|
(3
|
)
|
||
|
Distributions to noncontrolling interest partners
|
(2
|
)
|
|
(1
|
)
|
||
|
Net cash (used) provided by financing activities
|
$
|
483
|
|
|
$
|
75
|
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended December 31,
|
||||
|
|
2020
|
|
2019
|
||||
|
Net sales and operating revenues
|
$
|
1,695
|
|
|
$
|
6,390
|
|
|
Operating expenses
|
$
|
2,211
|
|
|
$
|
6,885
|
|
|
Net income (loss)
|
$
|
(480
|
)
|
|
$
|
(498
|
)
|
|
Net income (loss) attributable to Tenneco Inc.
|
$
|
(480
|
)
|
|
$
|
(498
|
)
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets
|
$
|
2,061
|
|
|
$
|
1,947
|
|
|
Non-current assets
|
$
|
2,698
|
|
|
$
|
3,089
|
|
|
|
|
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
Current liabilities
|
$
|
1,300
|
|
|
$
|
1,347
|
|
|
Non-current liabilities
|
$
|
6,564
|
|
|
$
|
6,102
|
|
|
Intercompany due to (due from)
|
$
|
113
|
|
|
$
|
107
|
|
|
|
Notional Amount
|
||
|
Long position
|
$
|
52
|
|
|
Short position
|
$
|
(53
|
)
|
|
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) |
||||||
|
January 2020
|
15,720
|
|
|
$
|
9.89
|
|
|
—
|
|
|
$
|
—
|
|
|
February 2020
|
101,834
|
|
|
10.10
|
|
|
—
|
|
|
—
|
|
||
|
March 2020
|
2,090
|
|
|
7.85
|
|
|
—
|
|
|
—
|
|
||
|
Total
|
119,644
|
|
|
$
|
10.04
|
|
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Shares withheld upon vesting of share settled restricted stock units in the
first
quarter of 2020.
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
—
|
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., 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 registrant’s Current Report on Form 8-K dated February 19, 2020, File No
1-12387).
|
|
|
|
|
|
|
—
|
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., J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.2 of the registrant's Current Report on Form 8-K dated February 19, 2020, File No 1-12387).
|
|
|
|
|
|
|
—
|
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 registrant’s Current Report on Form 8-K dated May 6, 2020, File No 1-12387).
|
|
|
|
|
|
|
—
|
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 by
reference to Exhibit 10.52 of the registrant’s Annual Report on Form 10-K filed March 2, 2020. File
No. 1-12387).
|
|
|
|
|
|
|
—
|
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 by
reference to Exhibit 10.53 of the registrant’s Annual Report on Form 10-K filed March 2, 2020. File
No. 1-12387).
|
|
|
|
|
|
|
—
|
Form of Restricted Stock Unit Award Agreement under the Tenneco Inc. 2006 Long-Term Incentive
Plan (for awards commencing after February 18, 2020) (incorporated by reference to Exhibit 10.15 of the registrant’s Annual Report on Form 10-K filed March 2, 2020. File No. 1-12387).
|
|
|
|
|
|
|
—
|
Cooperation Agreement, dated as of March 18, 2020, by and among Tenneco Inc., Protean Services
LLC, and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.1 of the registrant’s Current
Report on Form 8-K filed March 19, 2020. File No. 1-12387).
|
|
|
|
|
|
|
*
10.5
|
—
|
Separation Agreement and General Release, effective as of January 7, 2020, by and between Tenneco
Inc. and Roger J. Wood.
|
|
|
|
|
|
*
10.6
|
—
|
Offer Letter to Kenneth R. Trammell dated April 1, 2020
|
|
|
|
|
|
*
10.7
|
—
|
Restricted Stock Unit Inducement Grant Award Agreement, effective as of April 1, 2020, by and
between Tenneco Inc. and Kenneth R. Trammell.
|
|
|
|
|
|
*
10.8
|
—
|
Tenneco Automotive Operating Company Inc. Severance Benefit Plan and Summary Plan
Description, as amended and restated effective as of April 1, 2020.
|
|
|
|
|
|
*
22.1
|
—
|
List of Guarantor Subsidiaries.
|
|
*
31.1
|
—
|
Certification of Brian J. Kesseler under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
*
31.2
|
—
|
Certification of Kenneth R. Trammell under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
*
32.1
|
—
|
Certification of Brian J. Kesseler and Kenneth R. Trammell under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*101.INS
|
—
|
Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
*101.SCH
|
—
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
*101.CAL
|
—
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
*101.DEF
|
—
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
*101.LAB
|
—
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
*101.PRE
|
—
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
104
|
—
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
*
|
Filed herewith.
|
|
TENNECO INC.
|
||
|
|
|
|
|
By:
|
|
/
S
/ KENNETH R. TRAMMELL
|
|
|
|
Kenneth R. Trammell
|
|
|
|
Interim Executive Vice President and Chief Financial
Officer (on behalf of the Registrant)
|
|
|
|
|
|
TENNECO INC.
|
|
|
|
|
|
By:
|
/s/ JOHN S. PATOUHAS
|
|
|
John S. Patouhas
|
|
|
Vice President and Chief Accounting Officer (principal accounting officer)
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|