Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the purchase price (in millions, except for share data):

Tenneco shares issued for purchase of Federal-Mogul	29,444,846
Tenneco share price at October 1, 2018	$	41.99
Fair value of the Stock Consideration	1,236
Cash Consideration(a)	811
Repayment of Federal-Mogul debt and accrued interest (b)	1,660
Total consideration	$	3,707

^(a) Cash consideration also included $11 million in advisory fees paid to a third-party.

^(b) Portion of the proceeds from the issuance of the $4.9 billion new credit facility that was used to repay Federal-Mogul’s term loan and revolver loan of $1,455 million and $200 million, and the related accrued interest of $5 million.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final fair values of assets acquired and liabilities assumed as of the acquisition date and the measurement period adjustments made during the year ended December 31, 2019:

	Initial Allocation		Adjustments			Final Allocation
Cash, cash equivalents, and restricted cash	$	277	$	—		$	277
Customer notes and accounts receivable	1,258		(4		)	1,254
Other receivables	62		—			62
Inventories	1,551		(8		)	1,543
Prepayments and other current assets	198		—			198
Property, plant, and equipment	1,711		(28		)	1,683
Long-term receivables	48		—			48
Goodwill	825		(22		)	803
Intangibles	1,530		47			1,577
Investments in nonconsolidated affiliates	528		(4		)	524
Deferred income taxes	166		30			196
Other assets	55		(5		)	50
Total assets acquired	8,209		6			8,215
Short-term debt, including current maturities of long-term debt	130		—			130
Accounts payable	957		4			961
Accrued compensation and employee benefits	231		—			231
Accrued income taxes	49		—			49
Accrued expenses and other current liabilities	522		(7		)	515
Long-term debt	1,315		—			1,315
Deferred income taxes	56		24			80
Pension and postretirement benefits	879		—			879
Deferred credits and other liabilities	124		(5		)	119
Total liabilities assumed	4,263		16			4,279
Redeemable noncontrolling interests	96		(8		)	88
Noncontrolling interests	143		(2		)	141
Net assets and noncontrolling interests acquired	$	3,707	$	—		$	3,707

The following table summarizes the final fair values of assets acquired and liabilities assumed as of the acquisition date and the measurement period adjustments made during the year ended December 31, 2019:

	Initial Allocation		Adjustments			Final Allocation
Cash, cash equivalents, and restricted cash	$	4	$	—		$	4
Customer notes and accounts receivable	19		—			19
Inventories	31		—			31
Prepayments and other current assets	2		—			2
Property, plant, and equipment	8		—			8
Goodwill	28		14			42
Intangibles	135		(2		)	133
Other assets	9		—			9
Total assets acquired	236		12			248
Short-term debt, including current maturities of long-term debt	10		—			10
Accounts payable	11		—			11
Accrued compensation and employee benefits	12		—			12
Deferred income taxes	18		12			30
Deferred credits and other liabilities	6		—			6
Total liabilities assumed	57		12			69
Redeemable noncontrolling interest	17		—			17
Net assets acquired	$	162	$	—		$	162

Schedule of Other Intangible Assets Acquired

Other intangible assets acquired include the following:

	Estimated Fair Value		Weighted-Average Useful Lives
Definite-lived intangible assets:
Customer platforms and relationships	$	953	10 years
Technology rights	66		10 years
Packaged kits know-how	54		10 years
Catalogs	47		10 years
Licensing agreements	64		4.5 years
Land use rights	30		42.8 years
Total definite-lived intangible assets	1,214
Indefinite-lived intangible assets:
Trade names and trademarks	363
Total	$	1,577

Other intangible assets acquired include the following:

	Estimated Fair Value		Weighted-Average Useful Lives
Definite-lived intangible assets:
Customer platforms and relationships	$	37	10 years
Technology rights	41		10 years
Total definite-lived intangible assets	78
Indefinite-lived intangible assets:
Trade names and trademarks	55
Total	$	133

Schedule of Pro Forma Information

The following table summarizes, on a pro forma basis, the combined results of operations of the Company and Federal-Mogul business as though the Acquisition and the related financing had occurred as of January 1, 2017. The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of Federal-Mogul occurred on January 1, 2017 or of future consolidated operating results. Actual operating results for the year ended December 31, 2019 have been included in the table below for comparative purposes.

	Actual			Pro Forma
	For the Year Ended December 31
	2019			2018		2017
Net sales and operating revenues	$	17,450		$	17,860	$	17,153
Earnings (loss) before income taxes and noncontrolling interests	$	(201	)	$	488	$	235
Net income (loss) attributable to Tenneco Inc.	$	(334	)	$	275	$	372
Basic earnings (loss) per share of common stock	$	(4.12	)	$	3.41	$	4.52
Diluted earnings (loss) per share of common stock	$	(4.12	)	$	3.40	$	4.51

Schedule of Assets and Liabilities Classified as Held for Sale

The related assets and liabilities classified as held for sale as of December 31, 2019 and 2018 were as follows:

	December 31
	2019			2018
Assets
Receivables	$	5		$	—
Inventories	8			33
Other current assets	1			5
Long-lived assets	18			23
Goodwill	4			—
Impairment on carrying value	(8		)	—
Total assets held for sale	$	28		$	61
Liabilities
Accounts payable	4			21
Accrued liabilities	2			7
Other liabilities	—			11
Total liabilities held for sale	$	6		$	39