

	2019						2018
	Principal		Carrying Amount^(a)		Effective Interest Rate		Principal		Carrying Amount^(a)		Effective Interest Rate
Credit Facilities
Revolver Borrowings
Due 2023	$	183	$	183	3.374	%	$	—	$	—	—	%
Term Loans
LIBOR plus 1.75% Term Loan A due 2019 through 2023^(b)	1,615		1,608		3.665	%	1,700		1,691		4.410	%
LIBOR plus 3.00% Term Loan B due 2019 through 2025^(c)	1,683		1,623		5.557	%	1,700		1,629		6.130	%
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024^(d)	225		222		5.609	%	225		222		5.609	%
$500 million of 5.000% Senior Notes due 2026^(e)	500		494		5.219	%	500		493		5.219	%
Senior Secured Notes⁽ⁱ⁾
€415 million 4.875% Euro Fixed Rate Notes due 2022^(f)	465		479		3.599	%	476		496		3.599	%
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024^(g)	336		340		4.620	%	344		349		4.620	%
€350 million of 5.000% Euro Fixed Rate Notes due 2024^(h)	392		413		3.823	%	401		427		3.823	%
Other debt, primarily foreign instruments^(j)	14		13				46		44
			5,375						5,351
Less - maturities classified as current^(j)			4						11
Total long-term debt			$	5,371					$	5,340

^(a)Carrying amount is net of unamortized debt issuance costs and debt discounts or premiums. Total unamortized debt issuance costs were $76 million and $90 million as of December 31, 2019 and 2018. Total unamortized debt issuance costs related to the revolver were $17 million and $22 million as of December 31, 2019 and 2018. Total unamortized debt (premium) discount, net was $(37) million and $(49) million as of December 31, 2019 and 2018.

payable in 15 remaining quarterly installments with $21 million being paid quarterly in the first four quarters, followed by $32 million paid in the subsequent four quarters followed by $43 million in the subsequent seven quarters and the remainder at maturity.

The Company has excluded the required payments, due within the next twelve months, under the Term Loan A and Term Loan B facilities totaling $85 million and $17 million from current liabilities as of December 31, 2019, because the Company has the intent and ability to refinance the obligations on a long-term basis by using its revolving credit facility.

Included in the table above is the amortization of debt issuance costs on the revolver. These are $5 million at December 31, 2019 and are recorded in other assets. As a result of the Federal-Mogul Acquisition, the Senior Secured Notes listed in the table were acquired at fair value, which resulted in recognizing a debt premium of $54 million on these notes, of which $13 million and $3 million was accreted to interest income during the years ended December 31, 2019 and 2018.



	At December 31
	2019		2018
Maturities classified as current ^(b)	$	4	$	11
Short-term borrowings^(a)(b)	179		128
Bank overdrafts	2		14
Total short-term debt	$	185	$	153



Weighted average interest rate on outstanding short-term borrowings at end of year	4.3	%	4.4	%



	Committed Credit Facilities^(a) as of December 31, 2019
	Term	Commitments		Borrowings		Letters of Credit^(b)		Available
Tenneco Inc. revolving credit agreement	2023	$	1,500	$	183	$	—	$	1,317
Tenneco Inc. Term Loan A	2023	1,615		1,615		—		—
Tenneco Inc. Term Loan B	2025	1,683		1,683		—		—
Subsidiaries’ credit agreements	2020-2028	168		159		—		9
		$	4,966	$	3,640	$	—	$	1,326

On October 1, 2018, the Company entered into a new credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and other lenders (the “ New Credit Facility”) in connection with the Federal-Mogul Acquisition, which has been amended by the first amendment, dated February 14, 2020 (the "First Amendment"), and by the second amendment, dated February 14, 2020 (the “Second Amendment”). The New Credit Facility consists of $4.9 billion of total debt financing, consisting of a five-year $1.5 billion revolving credit facility, a five-year $1.7 billion term loan A facility ("Term Loan A") and a seven-year $1.7 billion term loan B facility ("Term Loan B"). The Company paid $8 million in one-time fees in connection with the First Amendment and the Second Amendment.

Proceeds from the New Credit Facility were used to finance the cash consideration portion of the Federal-Mogul Acquisition purchase price, to refinance the Company’s then existing senior credit facilities inclusive of the revolver and the tranche A term loan then outstanding (the "Old Credit Facility"), certain senior credit facilities of Federal-Mogul, and to pay fees and expenses relating to the acquisition and the financing thereof. The remainder, including future borrowings under the revolving credit facility, will be used for general corporate purposes.

The Company and Tenneco Automotive Operating Company Inc., a wholly-owned subsidiary, are borrowers under the New Credit Facility, and the Company is the sole borrower under the Term Loan A and Term Loan B facilities. The New Credit Facility is guaranteed on a senior basis by certain material domestic subsidiaries of the Company. Drawings under the revolving credit facility may be in U.S. dollars, British pounds or euros.

The New Credit Facility is secured by substantially all domestic assets of the Company, the subsidiary guarantors, and by pledges of up to 66% of the stock of certain first-tier foreign subsidiaries. The security for the New Credit Facility is pari passu with the security for the outstanding senior secured notes of Federal-Mogul that were assumed by the Company in connection with the acquisition. If any foreign subsidiary of the Company is added to the revolving credit facility as a borrower, the obligations of such foreign borrower will be secured by the assets of such foreign borrower, and also will be secured by the assets of, and guaranteed by, the domestic borrowers and domestic guarantors as well as certain foreign subsidiaries of the Company in the chain of ownership of such foreign borrower.

As a result of the refinancing of the revolving credit agreement and tranche A term loan under the Old Credit Facility, the Company recorded a loss on extinguishment of debt of $10 million for the year ended December 31, 2018, primarily consisting of debt issuance costs incurred at the transaction date and write-off of deferred debt issuance costs related to the refinanced revolving credit loan and tranche A term loan. The Company also recorded $1 million of loss on extinguishment of debt for the year ended December 31, 2017 related to the amendment and restatement of the Old Credit Facility and the write off of deferred debt issuance costs related to the Old Credit Facility.

At December 31, 2019, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was LIBOR plus 1.75%, and would change to 1.50% if the Company's consolidated net leverage ratio were less than 2.5 to 1 and greater than or equal to 1.5 to 1, and would have changed to 1.25% if the net leverage ratio were less than 1.5 to 1. After giving effect to the First Amendment, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility increased from LIBOR plus 1.75% to LIBOR to LIBOR plus 2.00% and will remain at LIBOR plus 2.00% for each relevant period for which the Company’s consolidated net leverage ratio (as defined by the New Credit Facility) is equal to or greater than 3.0 to 1. The First Amendment does not change the step-down of the interest rate at lower consolidated net leverage ratios, which steps down to (a) LIBOR plus 1.75% if the Company’s consolidated net leverage ratio is less than 3.0 to 1 and greater than 2.5 to 1; (b) LIBOR plus 1.50% if the Company’s consolidated net leverage ratio is less than 2.5 to 1 and greater than 1.5 to 1; and (c) LIBOR plus 1.25% if the net leverage ratio is less than 1.5 to 1.

Initially, and so long as the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s Investors Service, Inc. (“Moody’s”) and BB- (with a stable outlook) or higher from Standard & Poor’s Financial Services LLC (“S&P”), the interest rate on borrowings under the Term Loan B facility will be LIBOR plus 2.75%; at any time the foregoing conditions are not satisfied, the interest rate on the Term Loan B facility will be LIBOR plus 3.00%. When the Term Loan B facility is no longer outstanding and the Company and its subsidiaries have no other secured indebtedness (with certain exceptions set forth in the New Credit Facility), and upon the Company achieving and maintaining two or more corporate credit and/or corporate family ratings higher than or equal to BBB- from S&P, BBB- from Fitch Ratings Inc. (“Fitch”) and/or Baa3 from Moody’s (in each case, with a stable or positive outlook), the collateral under the New Credit Facility may be released. On June 3, 2019, Moody’s lowered our corporate family rating to B1 and the interest rate on borrowings under the term loan B was raised to LIBOR plus 3.00%.

The New Credit Facility contains representations and warranties, and covenants which are customary for debt facilities of this type. The covenants limit the ability of the Company and its restricted subsidiaries to, among other things, (i) incur additional indebtedness or issue preferred stock; (ii) pay dividends or make distributions to the Company’s stockholders; (iii) purchase or redeem the Company’s equity interests; (iv) make investments; (v) create liens on its assets; (vi) enter into transactions with the Company’s affiliates; (vii) sell assets; and (viii) merge or consolidate with, or dispose of substantially all of the Company’s assets to, other companies. The First Amendment further tightened the restrictions on the Company’s ability to pay dividends and make distributions to its stockholders, to make investments and to increase the size of the revolving credit facility, the term loan A facility or the term Loan B facility. The Second Amendment provided greater flexibility for the Company to apply, at its discretion, the net cash proceeds from a spin-off of DRiV to prepay the senior secured notes, Term Loan A or Term Loan B (subject to the terms of the senior note indentures).

The New Credit Facility also contains two financial maintenance covenants for the revolving credit facility and the Term Loan A facility. At December 31, 2019, these financial maintenance covenants include (i) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility) as of the end of each fiscal quarter of not greater than 4.0 to 1 through September 30, 2019, 3.75 to 1 through September 30, 2020 and 3.5 to 1 thereafter; and (ii) a requirement to maintain a

consolidated interest coverage ratio (as defined in the New Credit Facility) for any period of four consecutive fiscal quarters of not less than 2.75 to 1. After giving effect to the First Amendment, these financial maintenance covenants include (i) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility) as of the end of each fiscal quarter of not greater than 4.50 to 1 through March 31, 2021, 4.25 to 1 through September 30, 2021, 4.00 to 1 through March 31, 2022, 3.75 to 1 through September 30, 2022, and 3.5 to 1 thereafter; and (ii) a requirement to maintain a consolidated interest coverage ratio (as defined in the New Credit Facility) for any period of four consecutive fiscal quarters of not less than 2.75 to 1.

The covenants in the New Credit Facility generally prohibit the Company from repaying or refinancing certain subordinated indebtedness. So long as no default exists, the Company would, under its New Credit Facility, be permitted to repay or refinance its subordinated indebtedness (i) with the net cash proceeds of permitted refinancing indebtedness (as defined in the New Credit Facility); (ii) in an amount equal to the net cash proceeds of qualified capital stock (as defined in the New Credit Facility) issued after October 1, 2018; (iii) in exchange for qualified capital stock issued after October 1, 2018; and (iv) with additional payments provided that such additional payments are capped based on a pro forma consolidated leverage ratio after giving effect to such additional payments.

After giving effect to the First Amendment, such additional payments on subordinated indebtedness (x) will no longer be permitted at any time the pro forma consolidated leverage ratio is greater than 2.00 to 1 after giving effect to such additional payments and (y) will be permitted in an unlimited amount at any time the pro forma consolidated leverage ratio is equal to or less than 2.00 to 1 after giving effect to such additional payments.

The New Credit Facility includes customary events of default and other provisions that could require all amounts due thereunder to become immediately due and payable, either automatically or at the option of the lenders, if the Company fails to comply with the terms of the New Credit Facility or if other customary events occur.

At December 31, 2019, the Company has outstanding 5.375% senior unsecured notes due December 15, 2024 ("2024 Senior Notes") and 5.000% senior unsecured notes due July 15, 2026 ("2026 Senior Notes" and together with the 2024 Senior Notes, the "Senior Unsecured Notes"). Under the indentures covering the Senior Unsecured Notes, the Company is permitted to redeem some or all of the outstanding Senior Unsecured Notes, at specified redemption prices that decline to par over a specified period, at any time (a) on or after December 15, 2019, in the case of the 2024 Senior Notes and (b) on or after July 15, 2021, in the case of the 2026 Senior Notes. In addition, the Senior Unsecured Notes may also be redeemed at any time at a redemption price generally equal to 100% of the principal amount thereof plus a "make-whole premium" as set forth in the indentures. The Company did not redeem any of the Senior Unsecured Notes during the year ended December 31, 2019.

If the Company experiences specified kinds of changes in control, the Company must offer to repurchase the Senior Unsecured Notes at 101% of the principal amount thereof plus accrued and unpaid interest. In addition, if the Company sells certain of its assets and does not apply the proceeds from the sale in a certain manner within 365 days of the sale, the Company must use such unapplied sales proceeds to make an offer to repurchase the 2024 Senior Notes at 100% of the principal amount thereof plus accrued and unpaid interest.

In connection with the Federal-Mogul Acquisition, the Company assumed (i) €350 million aggregate principle amount of 5.000% euro denominated senior secured fixed rate notes which are due July 15, 2024 ("5.000% Euro Fixed Rate Notes"), (ii) €415 million aggregate principal amount of 4.875% euro denominated senior secured fixed rate notes due April 15, 2022 ("4.875% Euro Fixed Rate Notes"), and (iii) €300 million aggregate principal amount of floating rate senior secured notes due April 15, 2024 ("Euro Floating Rate Notes" and together with the 5.000% Euro Fixed Rate Notes and the 4.875% Euro Fixed Rate Notes, the "Senior Secured Notes") which were outstanding at December 31, 2019. The Senior Secured Notes are secured equally and ratably by a pledge of substantially all the Company's subsidiaries’ domestic assets and by pledges of up to 66% of the stock of certain first-tier foreign subsidiaries. The security for the Senior Secured Notes is pari passu with the security for the New Credit Facility.

The Company is permitted to redeem some or all of the outstanding Senior Secured Notes at specified redemption prices that decline to par over a specified period, at any time (a) on or after July 15, 2020, in the case of the 5.000% Euro Fixed Rate Notes, (b) on or after April 15, 2019, in the case of the 4.875% Euro Fixed Rate Notes and (c) on or after April 15, 2018, in the case of the Euro Floating Rate Notes. Prior to July 15, 2020, the Company may also redeem the 5.00% Euro Fixed Rate Notes

at any time at a redemption price equal to 100% of the principal amount thereof plus a "make-whole premium" as set forth in the indenture. Further, the Company may also redeem up to 40% of the 5.000% Euro Fixed Rate Notes with the proceeds of certain equity offerings at any time prior to July 15, 2020 at a redemption price equal to 105.0% of the principal amount thereto.

If the Company experiences specified kinds of changes in control, the Company must offer to repurchase the Senior Secured Notes at 101% of the principal amount thereof plus accrued and unpaid interest. In addition, if the Company sells certain of its assets and does not apply the proceeds from the sale in a certain manner within 365 days of the sale, the Company must use such unapplied proceeds to make an offer to repurchase the Senior Secured Notes at 100% of the principal amount thereof plus accrued and unpaid interest.

The Company has designated a portion of the Senior Secured Notes as a net investment hedge of its European operations. As such, the fluctuations in foreign currency exchange rates on the value of the designated Senior Secured Notes is recorded to cumulative translation adjustment. See Note 9, Derivatives and Hedging Activities for further details.

The Senior Unsecured Notes and Senior Secured Notes contain covenants that will, among other things, limit the ability of the Company and its subsidiaries to create liens on their assets and enter into sale and leaseback transactions. In addition, the indentures governing the Senior Secured Notes and 2024 Unsecured Senior Notes contain covenants that restrict the ability of the Company and its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions to the holders of the Company’s capital stock; (iii) repurchase the Company’s capital stock; (iv) make investments; (v) sell assets; and (vi) undertake mergers and consolidations.

Subject to limited exceptions, all of the Company's existing and future material domestic wholly owned subsidiaries fully and unconditionally guarantee its Senior Unsecured Notes and Senior Secured Notes on a joint and several basis. There are no significant restrictions on the ability of the subsidiaries that have guaranteed the Company's Senior Notes to make distributions to the Company.

In the Company's European and U.S. accounts receivable factoring programs, accounts receivables are transferred in their entirety to the acquiring entities and are accounted for as a sale. Due to the Federal-Mogul Acquisition, additional factoring arrangements in the U.S. and Europe were acquired which are also accounted for as a sale and have been included in the tables below. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under these factoring programs approximates the fair value of such receivables. Certain programs in Europe have deferred purchase price arrangements with the banks.

The Company is the servicer of the receivables under some of these arrangements and is responsible for performing all accounts receivable administration functions. Where the Company receives a fee to service and monitor these transferred accounts receivables, such fees are sufficient to offset the costs and as such, a servicing asset or liability is not recorded as a result of such activities.

The amount of accounts receivable outstanding and derecognized for these factoring and drafting arrangements was $1.0 billion and $1.0 billion as of December 31, 2019 and 2018. In addition, the outstanding deferred purchase price receivable was $33 million and $24 million as of December 31, 2019 and 2018.

If the Company were not able to factor receivables or sell drafts under either of these programs, its borrowings under its revolving credit agreement might increase. These programs provide the Company with access to cash at costs that are generally favorable to alternative sources of financing and allow the Company to reduce borrowings under its revolving credit agreement.