10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________ 

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12387

TENNECO INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

500 North Field Drive, Lake Forest, Illinois

(Address of principal executive offices)

76-0515284

(I.R.S. Employer

Identification No.)

60045

(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Voting Common Stock, par value $0.01 per share	TEN	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑      No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☑      No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐      No  ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of Class A Voting Common Stock, par value $0.01 per share: 60,951,552 shares outstanding as of May 6, 2020. The number of shares of Class B Non-Voting Common Stock, par value $0.01 per share: 20,308,454 shares outstanding as of May 6, 2020.

TABLE OF CONTENTS

		Page
Part I — Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	6
	Condensed Consolidated Statements of Income (Loss)	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Balance Sheets	8
	Condensed Consolidated Statements of Cash Flows	9
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	61
Part II — Other Information
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	*
Item 6.	Exhibits	65

* No response to this item is included herein for the reason that it is inapplicable or the answer to such item is negative.

2

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, our prospects and business strategies. These forward-looking statements are included in various sections of this report. The words “may,” “will,” “believe,” “should,” “could,” “plan,” “expect,” “anticipate,” “estimate,” and similar expressions (and variations thereof), identify these forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, these expectations may not prove to be correct. Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include:

• general economic, business and market conditions, including the effect of the COVID-19 pandemic;

• 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;

• 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;

• 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;

• our ability to maintain compliance with the agreements governing our indebtedness and otherwise have sufficient liquidity through the COVID-19 pandemic;

• our ability to comply with the covenants contained in our debt instruments;

• our working capital requirements;

• our ability to source and procure needed materials, components and other products, and services in accordance with customer demand and at competitive prices;

• 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;

• 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;

• 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;

• 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;

• 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;

• new technologies that reduce the demand for certain of our products or otherwise render them obsolete;

• our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;

• 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);

• 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;

• increasing competition from lower cost, private-label products;

3

• damage to the reputation of one or more of our leading brands;

• the impact of improvements in automotive parts on aftermarket demand for some of our products;

• 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;

• 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;

• costs related to product warranties and other customer satisfaction actions;

• 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;

• 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;

• changes in distribution channels or competitive conditions in the markets and countries where we operate;

• the evolution towards autonomous vehicles, and car and ride sharing;

• customer acceptance of new products;

• our ability to successfully integrate, and benefit from, any acquisitions we complete;

• our ability to effectively manage our joint ventures and other third-party relationships;

• 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;

• 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;

• 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;

• changes by the Financial Accounting Standards Board ("FASB") or the Securities and Exchange Commission ("SEC") of generally accepted accounting principles or other authoritative guidance;

• changes in accounting estimates and assumptions, including changes based on additional information;

• 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;

• 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;

• potential volatility in our effective tax rate;

• 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; 

• pension obligations and other postretirement benefits;

• our hedging activities to address commodity price fluctuations; and

• the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.

In addition, this report includes forward-looking statements regarding the Company's ongoing review of strategic alternatives and the planned separation of the Company into a powertrain technology company and an aftermarket and ride performance company. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include (in addition to the risks set forth above):

• the ability to identify and consummate strategic alternatives that yield additional value for shareholders;

• the timing, benefits, and outcome of the Company's strategic review process;

• the structure, terms, and specific risk and uncertainties associated with any potential strategic alternative;

• potential disruptions in our business and stock price as a result of our exploration, review, and pursuit of any strategic alternatives;

• 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);

4

• the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners;

• the potential diversion of management's attention resulting from the separation;

• the risk the combined company and each separate company following the separation will underperform relative to our expectations;

• the ongoing transaction costs and risk we may incur greater costs following separation of the business;

• the risk the spin-off is determined to be a taxable transaction;

• the risk the benefits of the separation may not be fully realized or may take longer to realize than expected;

• the risk the separation may not advance our business strategy; and

• 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.

The risks included here are not exhaustive. Refer to “Part II, Item 1A — Risk Factors” herein and “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the effect such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Unless otherwise indicated in this report, the forward-looking statements in this report are made as of the date of this report, and, except as required by law, the Company does not undertake any obligation, and disclaims any obligation, to publicly disclose revisions or updates to any forward-looking statements.

5

PART I – FINANCIAL INFORMATION

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(in millions, except share and per share amounts) 

	Three Months Ended March 31,
	2020			2019
Revenues
Net sales and operating revenues	$	3,836		$	4,484
Costs and expenses
Cost of sales (exclusive of depreciation and amortization)	3,339			3,870
Selling, general, and administrative	249			318
Depreciation and amortization	171			169
Engineering, research, and development	77			92
Restructuring charges, net and asset impairments	484			16
Goodwill and intangible impairment charges	383			60
	4,703			4,525
Other income (expense)
Non-service pension and other postretirement benefit (costs) credits	1			(2		)
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	13			16
Other income (expense), net	8			3
	22			17
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845		)	(24		)
Interest expense	(75		)	(81		)
Earnings (loss) before income taxes and noncontrolling interests	(920		)	(105		)
Income tax (expense) benefit	94			—
Net income (loss)	(826		)	(105		)
Less: Net income (loss) attributable to noncontrolling interests	13			12
Net income (loss) attributable to Tenneco Inc.	$	(839	)	$	(117	)
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

See accompanying notes to the condensed consolidated financial statements.

6

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)

	Three Months Ended March 31,
	2020			2019
Net income (loss)	$	(826	)	$	(105	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(219		)	35
Cash flow hedges	(2		)	4
Defined benefit plans	4			1
	(217		)	40
Comprehensive income (loss)	(1,043		)	(65		)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(7		)	18
Comprehensive income (loss) attributable to common shareholders	$	(1,036	)	$	(83	)

See accompanying notes to the condensed consolidated financial statements.

7

TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except shares)

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	767		$	564
Restricted cash	3			2
Receivables:
Customer notes and accounts, net	2,146			2,438
Other	96			100
Inventories	2,001			1,999
Prepayments and other current assets	623			632
Total current assets	5,636			5,735
Property, plant and equipment, net	3,012			3,627
Long-term receivables, net	8			10
Goodwill	505			775
Intangibles, net	1,264			1,422
Investments in nonconsolidated affiliates	509			518
Deferred income taxes	747			607
Other assets	543			532
Total assets	$	12,224		$	13,226
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt, including current maturities of long-term debt	$	175		$	185
Accounts payable	2,443			2,647
Accrued compensation and employee benefits	294			325
Accrued income taxes	96			72
Accrued expenses and other current liabilities	968			1,070
Total current liabilities	3,976			4,299
Long-term debt	5,837			5,371
Deferred income taxes	84			106
Pension and postretirement benefits	1,109			1,145
Deferred credits and other liabilities	497			490
Commitments and contingencies (Note 13)
Total liabilities	11,503			11,411
Redeemable noncontrolling interests	72			196
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	1			1
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	4,427			4,432
Accumulated other comprehensive loss	(908		)	(711		)
Accumulated deficit	(2,206		)	(1,367		)
	1,314			2,355
Shares held as treasury stock — at cost: March 31, 2020 and December 31, 2019 — 14,592,888	(930		)	(930		)
Total Tenneco Inc. shareholders’ equity	384			1,425
Noncontrolling interests	265			194
Total equity	649			1,619
Total liabilities, redeemable noncontrolling interests and equity	$	12,224		$	13,226

See accompanying notes to the condensed consolidated financial statements.

8

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Three Months Ended March 31,
	2020			2019
Operating Activities
Net income (loss)	$	(826	)	$	(105	)
Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:
Goodwill and intangible impairment charges	383			60
Depreciation and amortization	171			169
Deferred income taxes	(166		)	(8		)
Stock-based compensation	2			7
Restructuring charges and asset impairments, net of cash paid	454			(14		)
Change in pension and other postretirement benefit plans	(19		)	(17		)
Equity in earnings of nonconsolidated affiliates	(13		)	(16		)
Cash dividends received from nonconsolidated affiliates	13			15
Changes in operating assets and liabilities:
Receivables	139			(312		)
Inventories	(73		)	11
Payables and accrued expenses	(136		)	157
Accrued interest and accrued income taxes	29			(38		)
Other assets and liabilities	(110		)	(59		)
Net cash (used) provided by operating activities	(152		)	(150		)
Investing Activities
Acquisitions, net of cash acquired	—			(158		)
Proceeds from sale of assets	2			1
Net proceeds from sale of business	—			22
Cash payments for property, plant, and equipment	(137		)	(210		)
Proceeds from deferred purchase price of factored receivables	56			60
Other	2			2
Net cash (used) provided by investing activities	(77		)	(283		)
Financing Activities
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		)
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
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(50		)	19
Increase (decrease) in cash, cash equivalents and restricted cash	204			(339		)
Cash, cash equivalents and restricted cash, beginning of period	566			702
Cash, cash equivalents and restricted cash, end of period	$	770		$	363
Supplemental Cash Flow Information
Cash paid during the period for interest	$	67		$	74
Cash paid during the period for income taxes, net of refunds	$	41		$	43
Lease assets obtained in exchange for new operating lease liabilities	$	51		$	19
Non-cash Investing Activities
Period end balance of accounts payable for property, plant, and equipment	$	96		$	101
Deferred purchase price of receivables factored in the period	$	60		$	58
Reduction in assets from redeemable noncontrolling interest transaction with owner	$	53		$	—

See accompanying notes to the condensed consolidated financial statements.

9

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in millions)

	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	$	1	$	(930	)	$	4,432		$	(1,367	)		$	(711	)	$	1,425		$	194		$	1,619
Net income (loss)									(839		)					(839		)	2			(837		)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments													(199		)	(199		)	(13		)	(212		)
Derivatives													(2		)	(2		)	—			(2		)
Defined benefit plans													4			4			—			4
Comprehensive income (loss)																(1,036		)	(11		)	(1,047		)
Stock-based compensation, net	—		—			2			—				—			2			—			2
Reclassification of redeemable noncontrolling interest to permanent equity	—		—			—			—				—			—			82			82
Redeemable noncontrolling interest transaction with owner	—		—			(7		)	—			—	—			(7		)	—			(7		)
Balance at March 31, 2020	$	1	$	(930	)	$	4,427		$	(2,206	)		$	(908	)	$	384		$	265		$	649

	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	$	1	$	(930	)	$	4,360	$	(1,013	)	$	(692	)	$	1,726		$	190		$	1,916
Net Income (loss)								(117		)				(117		)	7			(110		)
Other comprehensive income (loss)—net of tax:
Foreign currency translation adjustments											29			29			4			33
Derivatives											4			4			—			4
Defined benefit plans											1			1			—			1
Comprehensive income (loss)														(83		)	11			(72		)
Stock-based compensation, net	—		—			5		—			—			5			—			5
Cash dividends ($0.25 per share)	—		—			—		(20		)	—			(20		)	—			(20		)
Purchase accounting measurement period adjustment	—		—			—		—			—			—			(1		)	(1		)
Distributions declared to noncontrolling interests	—		—			—		—			—			—			(1		)	(1		)
Balance at March 31, 2019	$	1	$	(930	)	$	4,365	$	(1,150	)	$	(658	)	$	1,628		$	199		$	1,827

See accompanying notes to the condensed consolidated financial statements.

10

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in millions, except share and per share amounts, or as otherwise noted)

1. Description of Business

Tenneco Inc. ("Tenneco" or "the Company") was formed under the laws of Delaware in 1996. Tenneco designs, manufactures, and sells products and services for light vehicle, commercial truck, off-highway, industrial, and aftermarket customers. The Company is one of the world's leading manufacturers of clean air, powertrain, and ride performance products and systems, and serves both original equipment manufacturers ("OEM") and replacement markets worldwide.

On October 1, 2018, the Company completed the acquisition of Federal-Mogul LLC (“Federal-Mogul”) (the “Federal-Mogul Acquisition”), a global supplier of technology and innovation in vehicle and industrial products for fuel economy, emissions reductions, and safety systems. Federal-Mogul serves the world’s foremost OEM and servicers (“OES”, and together with OEM, “OE”) of automotive, light, medium and heavy-duty commercial vehicles, off road, agricultural, marine, rail, aerospace, and power generation and industrial equipment, as well as the worldwide aftermarket.

The Company has previously announced its intentions, and has agreed to use its reasonable best efforts, to separate the combined company to form two new, independent publicly traded companies, an Aftermarket and Ride Performance company ("DRiV") and a new Powertrain Technology company ("New Tenneco"). Current end-market conditions are affecting the Company's ability to complete a separation within its previously announced timeline and the Company expects these trends will continue throughout this year. The Company is ready to separate the businesses as soon as favorable conditions are present. In order to facilitate the separation, the Company continues to evaluate multiple strategic alternatives, as well as options to deleverage and mitigate the ongoing effect of challenging market conditions and better position it to facilitate a separation transaction.

2. Summary of Significant Accounting Policies

Basis of Presentation — Interim Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments (consisting of normal recurring adjustments) management believes are necessary to fairly state the results of operations, comprehensive income, financial position, changes in shareholders' equity, and cash flows. The Company's management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 2, 2020. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. There are many uncertainties related to the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows.

At March 31, 2020, the Company was in compliance with all financial covenants under its credit agreement. After considering the effect of COVID-19 on its 2020 forecast, the Company determined it was likely it would not be able to maintain compliance with its financial covenants, as required by its credit agreement. As a result, on May 5, 2020, the Company entered into a third amendment to its credit agreement to increase the maximum leverage ratio and decrease the minimum interest coverage ratio. The amendment is discussed in more detail in Note 10, Debt and Other Financing Arrangements. In response to the expected economic effects of COVID-19, the Company plans to implement various cost reductions initiatives, including, but not limited to reductions to salaried costs and unpaid furloughs; the restructuring action discussed in Note 4, Restructuring Charges, Net and Asset Impairments; and the deferral of the Company’s portion of its 2020 employer paid payroll taxes and its U.S. qualified pension plan contributions under the Coronavirus Aid, Relief, and Economic Security Act.

Reclassifications: Certain amounts in the prior period have been aggregated or disaggregated to conform to current year presentation. These reclassifications included reclassifying amounts from restructuring charges, net and asset impairments to cost of sales (exclusive of depreciation and amortization) and selling, general, and administrative expenses. These reclassifications affected the three months ended March 31, 2019 and have no effect on previously reported net income, other comprehensive income (loss), and the cash provided (used) by operating, investing or financing activities within the condensed consolidated statements of cash flows.

11

TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

Redeemable Noncontrolling Interests: The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the event of a change in control of Tenneco Inc. or certain of its subsidiaries or the passage of time.

At March 31, 2020 and December 31, 2019, the Company held redeemable noncontrolling interests of $41 million and $44 million which were not currently redeemable or probable of becoming redeemable. The redemption of these redeemable noncontrolling interests is not solely within the Company's control, therefore, they are presented in the temporary equity section of the Company's condensed consolidated balance sheets. The Company does not believe it is probable the redemption features related to these noncontrolling interest securities will be triggered, as a change in control event is generally not probable until it occurs. As such, these noncontrolling interests have not been remeasured to redemption value.

In addition, at March 31, 2020 and December 31, 2019, the Company held redeemable noncontrolling interests of $31 million and $152 million which were currently redeemable or probable of becoming redeemable. These noncontrolling interests are also presented in the temporary equity section of the Company's condensed consolidated balance sheets and have been remeasured to redemption value. The Company immediately recognizes changes to redemption value as a component of noncontrolling interest income (loss) in the condensed consolidated statements of income (loss). These redeemable noncontrolling interests include the following:

• 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 $82 million was reclassified to permanent equity during the three months ended March 31, 2020. See Note 17, Related Party Transactions, for additional information related to the tender offer of this redeemable noncontrolling interest; and

• A 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) was retained by K Öhlin Holding AB (“Köhlin”), as a result of the Öhlins acquisition on January 10, 2019. Köhlin has an irrevocable right at any time after the third anniversary of the Öhlins acquisition to sell the KÖ Interest to the Company. Since it is probable the KÖ Interest will become redeemable, the Company recognized the change in carrying value and recorded an adjustment of $15 million during the three months ended March 31, 2020 to reflect its redemption value of $31 million at March 31, 2020.

For the three months ended March 31, 2019, the Company recorded a decrease to the redeemable noncontrolling interests of $8 million, as a result of adjustments made in the measurement period to the preliminary purchase price allocation from the Federal-Mogul Acquisition. The purchase price allocations for the Federal-Mogul acquisition have been finalized.

The following is a rollforward of activities in the Company's redeemable noncontrolling interests:

	Three Months Ended March 31,
	2020			2019
Balance at beginning of period	$	196		$	138
Net income (loss) attributable to redeemable noncontrolling interests	(4		)	5
Other comprehensive income (loss)	(7		)	2
Acquisition and other	—			16
Noncontrolling interest tender offer redemption	(46		)	—
Redemption value measurement adjustment	15			—
Purchase accounting measurement period adjustment	—			(8		)
Reclassification of noncontrolling interest to permanent equity	(82		)	—
Dividends declared	—			—
Balance at end of period	$	72		$	153

Income taxes: On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted into U.S. law, which, among other provisions, included an anti-deferral provision (the Global Intangible Low-Taxed Income tax) effective from 2018 wherein taxes on foreign income are imposed in excess of a deemed return on tangible assets of non-U.S. corporations.  The Company has elected the “tax law ordering approach” in that the Company will look to tax law ordering to determine whether its NOL

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(Unaudited)

carryforward deferred tax asset is expected to be realized. Based on the tax law ordering approach, NOL carryforwards are realizable if they will reduce the expected tax liability when utilized, regardless if the 50% GILTI deduction or related FTCs may have been available.

Earnings (loss) per share: Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding during the period. Diluted earnings (loss) per share reflects the weighted average effect of all potentially dilutive securities from the date of issuance. Actual weighted average shares outstanding used in calculating earnings (loss) per share were:

	Three Months Ended March 31,
	2020	2019
Weighted average shares of common stock outstanding	81,168,562	80,874,637
Effect of dilutive securities:
Restricted stock, PSUs, and RSUs	—	—
Stock options	—	—
Dilutive shares outstanding	81,168,562	80,874,637

For the three months ended March 31, 2020 and 2019, the calculation of diluted earnings (loss) per share excluded 1,610,556 and 1,714,950 of share-based awards, as the effect on the calculation would have been anti-dilutive.

New Accounting Pronouncements

Adoption of New Accounting Standards

Income Taxes — In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU allows certain simplifications in the annual effective tax rate computations, which did not have a material effect on the financial statements. The Company has early adopted this ASU on a prospective basis beginning January 1, 2020.

Intangibles — On January 1, 2020, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which includes amendments to align the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The Company adopted this guidance on a prospective basis beginning January 1, 2020 and the effects of the adoption were not material on the consolidated financial statements.

Retirement benefits — In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The new standard (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including reasons for significant gains and losses related to changes in the benefit obligation. The amendments in this update are effective for fiscal years ending after December 15, 2020. The Company will adopt the enhanced disclosures in the consolidated financial statements for the year ended December 31, 2020.

3. Acquisitions and Divestitures

Öhlins Intressenter AB Acquisition

On January 10, 2019, the Company completed the acquisition of a 90.5% ownership interest in Öhlins Intressenter AB (“Öhlins”, the “Öhlins Acquisition”), a Swedish technology company that develops premium suspension systems and components for the automotive and motorsport industries for a purchase price of $162 million (including $4 million of cash acquired). The remaining 9.5% ownership interest in Öhlins (the “KÖ Interest”) was retained by K Öhlin Holding AB (“Köhlin”). Köhlin has an irrevocable right at any time after the third anniversary of the Öhlins Acquisition to sell the KÖ Interest to the Company. Refer to Note 2, Summary of Significant Accounting Policies, for further information on the KÖ Interest.

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(Unaudited)

Pro Forma Results

Pro forma results of operations have not been presented because the effects of the Öhlins Acquisition were not material to the Company’s condensed consolidated results of operations.

Assets Held for Sale

As the Company continues to rationalize its product portfolio and focus on core production lines, the Company has classified a non-core business in the Motorparts segment as held for sale. At March 31, 2020, expected proceeds from a sale would be approximately $16 million, which is representative of its fair value. The related assets and liabilities were classified as held for sale at March 31, 2020. A sale is expected to occur within the next twelve months.

The related assets and liabilities are classified as held for sale at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Assets
Receivables	$	4		$	5
Inventories	6			8
Other current assets	2			1
Long-lived assets	16			18
Goodwill	3			4
Impairment on carrying value	(8		)	(8		)
Total assets held for sale	$	23		$	28
Liabilities
Accounts payable	$	3		$	4
Accrued liabilities	2			2
Total liabilities held for sale	$	5		$	6

The assets and liabilities held for sale are recorded in prepayments and other current assets and accrued expenses and other current liabilities in the condensed consolidated balance sheets at March 31, 2020 and December 31, 2019.

On March 1, 2019, in accordance with a stock and asset purchase agreement, the Company sold certain assets and liabilities related to a non-core business, and received sale proceeds of $22 million, subject to customary working capital adjustments, in the three months ended March 31, 2019.

4. Restructuring Charges, Net and Asset Impairments

The Company's restructuring activities are undertaken as necessary to execute management's strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company's businesses and to relocate operations to best cost locations.

The Company's restructuring charges consist primarily of employee costs (principally severance and/or termination benefits) and facility closure and exit costs. The 2019 amounts below reflect the reclassifications to the prior period as discussed in Note 2, Summary of Significant Accounting Policies.

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(Unaudited)

For the three months ended March 31, 2020 and 2019, restructuring charges, net and asset impairments by segment are as follows:

	Three Months Ended March 31, 2020
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	—	$	1	$	6	$	2	$	4	$	13
Other non-restructuring asset impairments	—		—		455		—		16		471
Total restructuring charges, net and asset impairments	$	—	$	1	$	461	$	2	$	20	$	484

	Three Months Ended March 31, 2019
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	5	$	1	$	5	$	4	$	1	$	16
Other non-restructuring asset impairments	—		—		—		—		—		—
Total restructuring charges, net and asset impairments	$	5	$	1	$	5	$	4	$	1	$	16

Severance and other charges, net

During the three months ended March 31, 2020, the Company incurred $6 million in restructuring and other costs related to plant relocation and closures within its Ride Performance segment. The Company also incurred $4 million in restructuring for the elimination of certain redundant positions within its corporate component.

In response to the COVID-19 global pandemic, and in conjunction with the Company's previously announced Project Accelerate, the Company expects to reduce its headcount globally, subject to negotiation with works councils in certain jurisdictions. The Company will begin implementing headcount reductions during the second quarter of 2020 and expects these actions to be completed during 2020. The Company expects 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.

During the three months March 31, 2019, charges included the following items:

• The Company incurred $6 million in restructuring and related costs related to a restructuring plan designed to achieve a portion of the synergies the Company anticipated achieving in connection with the Federal-Mogul Acquisition. Pursuant to the plan, the Company reduced its headcount globally across all segments. The Company began implementing headcount reductions in January 2019 and these actions continued through the end of 2019.

• The Ride Performance segment incurred $3 million in restructuring and other costs related to a previously announced plant relocation in Beijing, China and the Hartwell and Owen Sound plant closures.

• The Clean Air segment incurred $3 million restructuring and other costs related to the closing of a plant in Rennes, France.

Restructuring Reserve Rollforward

Amounts related to activities that were charges to restructuring reserves by reportable segments are as follows:

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2019	$	23		$	30		$	23		$	16		$	92		$	9		$	101
Provisions	—			2			7			2			11			4			15
Revisions to estimates	—			(1		)	(1		)	—			(2		)	—			(2		)
Payments	(4		)	(4		)	(9		)	(4		)	(21		)	(9		)	(30		)
Foreign currency	—			—			(1		)	—			(1		)	—			(1		)
Balance at March 31, 2020	$	19		$	27		$	19		$	14		$	79		$	4		$	83

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(Unaudited)

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2018	$	17		$	15		$	25		$	43		$	100		$	3		$	103
Provisions	5			1			5			4			15			1			16
Payments	(6		)	(3		)	(5		)	(14		)	(28		)	(2		)	(30		)
Balance at March 31, 2019	$	16		$	13		$	25		$	33		$	87		$	2		$	89

The following table provides a summary of the Company's restructuring liabilities and related activity for each type of exit costs:

	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	$	97		$	4		$	101		$	98		$	5		$	103
Provisions	10			5			15			11			5			16
Revisions to estimates	(2		)	—			(2		)	—			—			—
Payments	(23		)	(7		)	(30		)	(25		)	(5		)	(30		)
Foreign currency	(1		)	—			(1		)	—			—			—
Balance at end of period	$	81		$	2		$	83		$	84		$	5		$	89

Asset impairments

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable.

As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded impairment triggers had occurred for certain long-lived asset groups in the Ride Performance segment. Accordingly, the Company tested these long-lived asset groups for recoverability by performing undiscounted cash flow analyses. Based on these analyses, the net carrying values of these asset groups exceeded their undiscounted future cash flows. As such, the Company estimated the fair values of these asset groups at March 31, 2020 and compared them to their carrying values. As the fair values of these long-lived asset groups exceeded their carrying values, the Company recorded long-lived asset impairment charges for property, plant, and equipment of $455 million during the three months ended March 31, 2020. See Note 9, Fair Value for additional information on the fair value estimates used in these analyses.

As a result of changes in the business, the Company assessed and concluded an impairment trigger had occurred for a long-lived asset group in its corporate component. Accordingly, the Company tested this long-lived asset group for recoverability. The Company estimated the fair value of this asset group at March 31, 2020 and compared it to the carrying value. As the fair value of this long-lived asset group exceeded the carrying value, the Company recorded long-lived asset impairment charges of $16 million during the three months ended March 31, 2020, consisting of $11 million of property, plant, and equipment and $5 million of operating lease right-of-use assets, included in other assets within the condensed consolidated balance sheets.

There are many uncertainties regarding the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows. As a result, if there is an adverse change to the Company’s projected financial information, due to business performance or market conditions, this may be indicative the value of its long-lived assets are not recoverable, which may result in additional non-cash long-lived asset impairment charges in a future period.

5. Inventories

At March 31, 2020 and December 31, 2019, inventory consists of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	981	$	1,027
Work in process	483		460
Raw materials	435		408
Materials and supplies	102		104
	$	2,001	$	1,999

6. Goodwill and Other Intangible Assets

As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded it was more likely than not the fair values value of certain reporting units and its indefinite-lived intangible assets had declined to below their carrying values during the three months ended March 31, 2020.

The Company completed a goodwill impairment analysis for four reporting units with goodwill in the Powertrain, Motorparts, and Ride Performance segments. The difference between the reporting units' carrying values and fair values were recognized as impairment charges. The Company recognized $267 million in non-cash impairment charges related to its goodwill during the three months ended March 31, 2020, which represented full impairments of the goodwill in one reporting unit in the Powertrain segment and one reporting unit in the Ride Performance segment, and partial impairments of goodwill in one reporting unit in the Powertrain segment and one reporting unit in the Motorparts segment.

The Company also completed an analysis to determine the fair value of its trade names and trademarks for its reporting units in the Ride Performance and Motorparts segments. It was determined their carrying values exceeded their fair values and the Company recognized $51 million in non-cash impairment charges related these indefinite-lived assets, which represented a full impairment of the trade names and trademarks in one of the reporting units in the Motorparts segment, and a partial impairment of the trade names and trademarks in one of the reporting units in the Ride Performance segment and one of the reporting units in the Motorparts segment. As a result, the remaining carrying value of the Company's trade names and trademarks equals fair value at March 31, 2020.

As discussed in more details in Note 4, Restructuring Charges, Net and Asset Impairments, the Company concluded impairment triggers had occurred for certain long-lived asset groups within the Ride Performance segment. As a result, the Company recorded non-cash impairment charges of $65 million related to its definite-lived intangible assets, which represented full impairments of the definite-lived intangible assets in these two reporting units.

As a result, impairment charges for goodwill and intangible assets recognized by segment during the three months ended March 31, 2020 consist of the following:

	Three months ended March 31, 2020
	Powertrain		Ride Performance		Motorparts		Total
Goodwill impairment charges	$	160	$	37	$	70	$	267
Trade names and trademarks intangible asset impairment charges	—		11		40		51
Definite-lived intangible assets impairment charges	—		65		—		65
	$	160	$	113	$	110	$	383

There are many uncertainties regarding the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows. As a result, if there is an adverse change to the Company’s projected financial information, due to business performance or market conditions, this may be indicative the fair value of its reporting units have declined below their carrying values, which may result in additional non-cash goodwill or intangible asset impairment charges in a future period.

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(Unaudited)

The following table shows a summary of the number of reporting units with goodwill in each segment and whether or not the reporting unit's fair value exceeds its carrying value by more or less than 10% at March 31, 2020:

	Segments
	Clean Air		Powertrain		Ride Performance		Motorparts
Number of reporting units with goodwill	3		1		1		1
Number of reporting units where fair value exceeds carrying value:
Greater than 10%	3		—		1		—
Less than 10%	—		1		—		1
Goodwill for reporting units where fair value exceeds carrying value:
Greater than 10%	$	22	$	—	$	7	$	—
Less than 10%	—		165		—		311
	$	22	$	165	$	7	$	311

At March 31, 2020 and December 31, 2019, goodwill consists of the following:

	Clean Air		Powertrain			Ride Performance			Motorparts			Total
Gross carrying amount at December 31, 2019	$	22	$	343		$	259		$	620		$	1,244
Foreign exchange	—		—			(3		)	—			(3		)
Gross carrying amount at March 31, 2020	22		343			256			620			1,241
Accumulated impairment loss at December 31, 2019	—		(18		)	(212		)	(239		)	(469		)
Impairment	—		(160		)	(37		)	(70		)	(267		)
Accumulated impairment loss at March 31, 2020	—		(178		)	(249		)	(309		)	(736		)
Net carrying value at end of period	$	22	$	165		$	7		$	311		$	505

During the first quarter of 2019, the Company reorganized the reporting structure of its Aftermarket, Ride Performance, and Motorparts segments and the underlying reporting units within those segments. The Company reassigned assets and liabilities (excluding goodwill) to the reporting units affected. Goodwill was then reassigned to the reporting units using a relative fair value approach based on the fair value of the elements transferred and the fair value of the elements remaining within the original reporting units. The Company tested goodwill for impairment on a pre-reorganization basis and determined there was no impairment for the affected reporting units. The Company also performed an impairment analysis on a post-reorganization basis and determined $60 million of goodwill was impaired for two reporting units within its Ride Performance segment, one of which was a full impairment of the goodwill. As a result, this non-cash charge was recorded in the three months ended March 31, 2019. Goodwill allocated to other reporting units was supported by the valuation performed at that time.

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(Unaudited)

At March 31, 2020 and December 31, 2019, the Company's intangible assets consist of the following:

		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	$	984	$	(209	)	$	775	$	988	$	(123	)	$	865
Customer contract	10 years	8		(6		)	2		8		(6		)	2
Patents	10 to 17 years	1		(1		)	—		1		(1		)	—
Technology rights	10 to 30 years	131		(41		)	90		133		(37		)	96
Packaged kits know-how	10 years	54		(8		)	46		54		(7		)	47
Catalogs	10 years	47		(7		)	40		47		(6		)	41
Licensing agreements	3 to 5 years	62		(23		)	39		63		(18		)	45
Land use rights	28 to 46 years	46		(3		)	43		47		(3		)	44
		1,333		(298		)	1,035		1,341		(201		)	1,140
Indefinite-lived intangible assets:
Trade names and trademarks							229							282
Total							$	1,264						$	1,422

The amortization expense associated with definite-lived intangible assets is as follows:

	Three Months Ended March 31,
	2020		2019
Amortization expense	$	34	$	35

The expected future amortization expense for the Company's definite-lived intangible assets is as follows:

	2020		2021		2022		2023		2024		2025 and thereafter		Total
Expected amortization expense	$	98	$	126	$	122	$	120	$	113	$	456	$	1,035

7. Investment in Nonconsolidated Affiliates

The Company's ownership interest in affiliates accounted for under the equity method is as follows:

	March 31, 2020		December 31, 2019
Anqing TP Goetze Piston Ring Company Limited (China)	35.7	%	35.7	%
Anqing TP Powder Metallurgy Co., Ltd (China)	20.0	%	20.0	%
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)	50.0	%	50.0	%
Farloc Argentina SAIC Y F (Argentina)	23.9	%	23.9	%
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)	50.0	%	50.0	%
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)	25.0	%	25.0	%
Federal-Mogul TP Liners, Inc. (USA)	46.0	%	46.0	%
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)	49.0	%	49.0	%
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)	19.9	%	19.9	%
KB Autosys Co., Ltd. (Korea)	33.6	%	33.6	%
Montagewerk Abgastechnik Emden GmbH (Germany)	50.0	%	50.0	%

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(Unaudited)

The Company's investments in its nonconsolidated affiliates at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020		December 31, 2019
Investments in nonconsolidated affiliates	$	509	$	518

The carrying amount of the Company's investments in its nonconsolidated affiliates accounted for under the equity method exceeded its share of the underlying net assets by $252 million and $251 million at March 31, 2020 and December 31, 2019.

The following table represents the activity from the Company's investments in its nonconsolidated affiliates for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	13	$	16
Cash dividends received from nonconsolidated affiliates	$	13	$	15

The following tables present summarized aggregated financial information of the Company's nonconsolidated affiliates for the three months ended March 31, 2020 and 2019. The amounts represent 100% of the interest in the nonconsolidated affiliates and not the Company's proportionate share:

	Three Months Ended March 31, 2020
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	96	$	30	$	105	$	231
Gross profit	$	26	$	6	$	20	$	52
Income from continuing operations	$	23	$	7	$	9	$	39
Net income	$	18	$	6	$	6	$	30

	Three Months Ended March 31, 2019
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	91	$	39	$	125	$	255
Gross profit	$	21	$	16	$	23	$	60
Income from continuing operations	$	19	$	11	$	13	$	43
Net income	$	18	$	9	$	11	$	38

See Note 17, Related Party Transactions, for additional information on balances and transactions with equity method investments.

8. Derivatives and Hedging Activities

The Company is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices, equity compensation liabilities, and changes in interest rates, which may result in cash flow risks. For exposures not offset within its operations, the Company may enter into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes. Designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. The Company assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.

Market Risks

Foreign Currency Risk

The Company manufactures and sells its products in North America, South America, Asia, Europe, and Africa. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Company manufactures and sells its products. The Company

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(Unaudited)

generally tries to use natural hedges within its foreign currency activities, including the matching of revenues and costs, to minimize foreign currency risk. Where natural hedges are not in place, the Company considers managing certain aspects of its foreign currency activities and larger transactions through the use of foreign currency options or forward contracts. Principal currencies hedged have historically included the U.S. dollar, euro, British pound, Polish zloty, Singapore dollar, Thailand bhat, South African rand, Mexican peso, and Canadian dollar.

Concentrations of Credit Risk

Financial instruments including cash equivalents and derivative contracts expose the Company to counterparty credit risk for non-performance. The Company's counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company's requirement of high credit standing. The Company's counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk through policies requiring minimum credit standing and limiting credit exposure to any one counterparty and through monitoring counterparty credit risks. The Company's concentration of credit risk related to derivative contracts at March 31, 2020 and December 31, 2019 is not material.

Other

The Company presents its derivative positions and any related material collateral under master netting agreements on a net basis. For derivatives designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness. Unrealized gains and losses associated with ineffective hedges, determined using the hypothetical derivative method, are recognized in cost of sales in the condensed consolidated statements of income (loss). Derivative gains and losses included in accumulated other comprehensive income (loss) for effective hedges are reclassified into operations upon recognition of the hedged transaction. Derivative gains and losses associated with undesignated hedges are recognized in cost of sales in the condensed consolidated statements of income (loss).

Derivative Instruments

Foreign Currency Forward Contracts

The Company enters into foreign currency forward purchase and sale contracts to mitigate its exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. In managing its foreign currency exposures, the Company identifies and aggregates existing offsetting positions and then hedges residual exposures through third-party derivative contracts. The gains or losses on these contracts is recognized in cost of sales in the condensed consolidated statements of income (loss). The fair value of foreign currency forward contracts is recorded in prepayments and other current assets or accrued expenses and other current liabilities in the condensed consolidated balance sheets. The fair value of these derivative instruments are not considered material, see Note 9, Fair Value for additional information.

The following table summarizes by position the notional amounts for foreign currency forward contracts at March 31, 2020 (all of which mature in 2021):

	Notional Amount
Long positions	$	52
Short positions	$	(53	)

Cash-Settled Share and Index Swap Transactions

The Company selectively uses swaps to reduce market risk associated with its deferred compensation liabilities, which increase as the Company's stock price increases and decrease as the Company's stock price decreases. The Company has entered into a cash-settled share swap agreement that moves in the opposite direction of these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount. At March 31, 2020, the Company hedged its deferred compensation liability related to approximately 1,350,000 common share equivalents, an increase of 750,000 common share equivalents from December 31, 2019. In the first quarter of 2020, the Company entered into an S&P 500 index fund ETF swap agreement to further reduce its market risk. This agreement will act as a natural hedge offsetting an equivalent amount of indexed investments in the Company's deferred compensation plans. The fair value of these swap agreements is recorded in prepayments and other current assets or accrued expenses and other current liabilities in the condensed consolidated balance sheets. The fair value of these derivative instruments are not considered material, see Note 9, Fair Value for additional information.

Hedging Instruments

Cash Flow Hedges — Commodity Price Risk — The Company’s production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. The primary purpose of the Company’s commodity

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price forward contract activity is to manage the volatility associated with forecasted purchases for up to eighteen months in the future. The Company monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts. Principal raw materials hedged include copper, tin, and nickel. In certain instances, within this program, foreign currency forwards may be used in order to match critical terms for commodity exposure.

The Company has designated these contracts as cash flow hedging instruments. The Company records unrecognized gains and losses in other comprehensive income (loss) (“OCI or OCL”) and makes regular reclassifying adjustments into cost of sales within the condensed consolidated statements of income (loss) when the underlying hedged transaction is recognized in earnings. The Company had commodity derivatives outstanding with an equivalent notional amount of $21 million and $19 million at March 31, 2020 and December 31, 2019. Substantially all of the commodity price hedge contracts mature within one year.

Net Investment Hedge — Foreign Currency Borrowings — The Company has foreign currency denominated debt, €784 million of which was designated as a net investment hedge in certain foreign subsidiaries and affiliates of the Company. Changes to its carrying value are included in shareholders' equity in the foreign currency translation component of OCL and offset against the translation adjustment on the underlying net assets of those foreign subsidiaries and affiliates, which are also recorded in OCL. The Company’s debt instruments are discussed further in Note 10, Debt and Other Financing Arrangements.

The following table is a summary of the carrying value of derivative and non-derivative instruments designated as hedges at March 31, 2020 and December 31, 2019:

		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	$	3	$	—
Foreign currency borrowings designated as net investment hedges	Long-term debt	$	865	$	850

The following table represents the amount of gain (loss) recognized in accumulated other comprehensive income (loss) before any reclassifications into net income (loss) for derivative and non-derivative instruments designated as hedges for the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020			2019
Commodity price hedge contracts designated as cash flow hedges	$	(3	)	$	4
Foreign currency borrowings designated as net investment hedges	$	14		$	19

The Company estimates about $3 million included in accumulated OCI or OCL at March 31, 2020 will be reclassified into earnings within the following twelve months. See Note 15, Shareholders' Equity for further information.

9. Fair Value

A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy definition prioritizes the inputs used in measuring fair value into the following levels:

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.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities included in the Company's condensed consolidated balance sheets at March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis and indicate the fair value hierarchy utilized to determine such fair values:

		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	$	(2	)	$	(2	)	$	(1	)	$	(1	)
Commodity contracts	Level 2	$	(3	)	$	(3	)	$	—		$	—

Asset and Liability Instruments

The carrying value of cash and cash equivalents, restricted cash, short and long-term receivables, accounts payable, and short-term debt approximates fair value.

Cash-Settled Share and Index Swap Agreements

The Company's stock price is used as an observable input in determining the fair value of the cash-settled share swap agreement. The S&P 500 index ETF price is used as an observable input in determining the fair value of this swap agreement.

Commodity Contracts and Foreign Currency Contracts

The Company calculates the fair value of its commodity contracts and foreign currency contracts using commodity forward rates and currency forward rates, to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. The fair value of the Company's foreign currency forward contracts was a net liability position of $1 million at March 31, 2020 and net asset position of less than $1 million at December 31, 2019.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to items measured at fair value on a recurring basis, assets may be measured at fair value on a nonrecurring basis. These assets include long-lived assets and intangible assets which may be written down to fair value as a result of impairment.

Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable. As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded certain impairment triggers had occurred for certain long-lived asset groups. After failing the undiscounted cash flow recoverability test, the Company estimated the fair values of these long-lived asset groups at March 31, 2020 and compared them to their net carrying values. The fair value measurements related to these long-lived asset groups rely primarily on Company-specific inputs and the Company's assumptions about the use of the assets, as observable inputs are not available (level 3). To determine the fair value of the long-lived asset groups, the Company utilized an asset-based approach. The Company believes the assumptions and estimates used to determine the estimated fair values of the long-lived asset groups are reasonable; however, these estimates and assumptions are subject to a high degree of uncertainty. Due to the many variables inherent in estimating fair value differences in assumptions could have a material effect on the results of the analyses.

As the fair values of the long-lived asset groups exceeded their net carrying values, the Company recorded long-lived asset impairment charges consisting of $65 million of definite-lived intangible assets and $455 million of property, plant, and equipment, during the three months ended March 31, 2020. See Note 4, Restructuring Charges, Net and Asset Impairments for additional information on asset impairments and see Note 6, Goodwill and Other Intangible Assets, for additional information on the definite-lived intangible asset impairments.

Goodwill and Indefinite-Lived Intangible Assets

The Company evaluates the carrying value of its goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each year, or more frequently if events or circumstances indicate these assets might be impaired. As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded it was more likely than not the fair values of certain reporting units and its indefinite-lived intangible assets had declined to below their carrying values. The Company completed analyses to estimate the fair values of these reporting units and its trade names

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(Unaudited)

and trademarks. These fair value measurements require the Company to make significant assumptions and estimates about the (i) projected operating margins, (ii) revenue growth rate, and (iii) discount rate, which is risk-adjusted based on the aforementioned items, as observable inputs are not available (level 3). The Company believes the assumptions and estimates used to determine the estimated fair value are reasonable; however, these estimates and assumptions are subject to a high degree of uncertainty. Due to the many variables inherent in estimating fair value, differences in assumptions could have a material effect on the results of the analyses.

It was determined the carrying values of the reporting units, and trade names and trademarks exceeded their fair values. As result, the Company recognized $267 million in non-cash impairment charges related to its goodwill and $51 million in non-cash impairment charges related to its indefinite-lived assets during the three months ended March 31, 2020. As a result, the remaining carrying value of the Company's trade names and trademarks equals fair value at March 31, 2020. See Note 6, Goodwill and Other Intangible Assets, for additional information on the goodwill and indefinite-lived intangible asset impairments.

During the first quarter of 2019, the Company reorganized the reporting structure of its Aftermarket, Ride Performance, and Motorparts segments and the underlying reporting units within those segments. See Note 6, Goodwill and Other Intangible Assets, for additional information on the goodwill impairment recognized in the three months ended March 31, 2019.

Financial Instruments Not Carried at Fair Value

The estimated fair value of the Company's outstanding debt is as follows:

		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	$	5,128	$	3,871	$	5,179	$	5,113

The fair value of the Company's public senior notes and private borrowings under its senior credit facility is based on observable inputs, and its borrowings on the revolving credit facility approximate fair value. The Company also had $183 million and $192 million at March 31, 2020 and December 31, 2019 in other debt whose carrying value approximates fair value, which consists primarily of foreign debt with maturities of one year or less.

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(Unaudited)

10. Debt and Other Financing Arrangements

Long-Term Debt

A summary of our long-term debt obligations at March 31, 2020 and December 31, 2019 is set forth in the following table:

	March 31, 2020				December 31, 2019
	Principal		Carrying Amount (a)		Principal		Carrying Amount (a)
Credit Facilities
Revolver Borrowings
Due 2023	$	700	$	700	$	183	$	183
Term Loans
LIBOR plus 1.75% Term Loan A due 2019 through 2023	1,594		1,584		1,615		1,608
LIBOR plus 3.00% Term Loan B due 2019 through 2025	1,679		1,619		1,683		1,623
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024	225		222		225		222
$500 million of 5.000% Senior Notes due 2026	500		494		500		494
Senior Secured Notes
€415 million 4.875% Euro Fixed Rate Notes due 2022	458		470		465		479
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024	331		334		336		340
€350 million of 5.000% Euro Fixed Rate Notes due 2024	386		405		392		413
Other debt, primarily foreign instruments	12		12		14		13
			5,840				5,375
Less - maturities classified as current			3				4
Total long-term debt			$	5,837			$	5,371

^(a)  Carrying amount is net of unamortized debt issuance costs and debt discounts or premiums. Total unamortized debt issuance costs were $78 million and $76 million at March 31, 2020 and December 31, 2019. Total unamortized debt (premium) discount, net was $(33) million and $(37) million at March 31, 2020 and December 31, 2019.

Short-Term Debt

The Company's short-term debt at March 31, 2020 and December 31, 2019 consists of the following:

	March 31,		December 31,
	2020		2019
Maturities classified as current	$	3	$	4
Short-term borrowings(a)	171		179
Bank overdrafts	1		2
Total short-term debt	$	175	$	185

^(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

Amortization of debt issuance costs and original issue discounts (premiums)

Interest expense associated with the amortization of the debt issuance costs and original issue discounts recognized in the Company's condensed consolidated statements of income (loss) for the three months ended March 31, 2020 and 2019 is:

	Three Months Ended March 31,
	2020		2019
Amortization of debt issuance fees	$	5	$	5

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(Unaudited)

Included in the table above is the amortization of debt issuance costs on the revolver of $1 million in both the three months ended March 31, 2020 and 2019. These costs are included in other assets in the condensed balance sheets. The amortization of the debt premium on the Senior Secured Notes reduced interest expense by $3 million in both the three months ended March 31, 2020 and 2019.

Credit Facilities

Financing Arrangements

	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)  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.

The Company also has $69 million of outstanding letters of credit under uncommitted facilities at March 31, 2020.

As of March 31, 2020, the Company had liquidity of $1.57 billion, comprised of $770 million cash and $800 million undrawn on its revolving credit facility. Subsequent to March 31, 2020, the Company drew down the remaining amount available under its revolving credit facility to enhance its liquidity position.

Term Loans

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"), by the second amendment, dated February 14, 2020 ("the Second Amendment"), and by the third amendment, dated May 5, 2020 (the "Third Amendment"). The New Credit Facility provides $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 Second Amendment and paid $10 million in connection with the Third Amendment.

New Credit Facility — Interest Rates and Fees

At March 31, 2020, before giving effect to the Third Amendment, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was 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 interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step-downs as follows:

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%

The Third Amendment provides for an increase to the margin applicable to borrowings under the revolving credit facility and

the Term Loan A facility at certain leverage levels as set forth below as one of several conditions for obtaining the less restrictive financial maintenance covenants described below under New Credit Facility — Other Terms and Conditions:

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(Unaudited)

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%

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%.

New Credit Facility — Other Terms and Conditions — Before giving effect to the Third Amendment, the New Credit Facility also contained two financial maintenance covenants for the revolving credit facility and the Term Loan A facility including (i) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility) at the end of each fiscal quarter, with step-downs, as follows: 

(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

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 Third Amendment, the Company must comply with certain less restrictive financial maintenance covenants for the revolving credit facility and the Term Loan A facility. The financial maintenance covenants are subject to several covenant reset triggers (“Covenant Reset Triggers”) that limit certain activities of the Company by implementing more restrictive affirmative and negative covenants, as more fully described below. If a Covenant Reset Trigger occurs, the financial maintenance covenants revert back to the previous financial maintenance covenants in effect immediately prior to the Third Amendment (and described above) (the “Prior Financial Covenants”). The financial maintenance covenants include (i) a requirement to have a senior secured leverage ratio (as defined in the New Credit Facility), with step-downs, as detailed in the table below; (ii) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility), with step-downs, as follows:

(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

and (iii) 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 as of March 31, 2020, 2.00 to 1 as of June 30, 2020, 1.50 to 1 through March 31, 2021, and 2.75 to 1 thereafter.

The Company may make a one-time election to revert back to the Prior Financial Covenants and terminate the Covenant Reset Triggers upon delivery of a covenant reset certificate that attests to compliance with the Prior Financial Covenants as of the end

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(Unaudited)

of the relevant fiscal period (“Covenant Reset Certificate”).

The Covenant Reset Triggers include certain limitations on the ability of the Company and its restricted subsidiaries to, among other things, (a) incur additional indebtedness, (b) enter into additional sales and leasebacks, (c) create additional liens over their assets, (d) pay dividends or distributions to Tenneco’s stockholders, (e) prepay certain unsecured indebtedness of the Company or its restricted subsidiaries (as more fully described below), (f) make additional investments, (g) dispose of material intellectual property, and (h) reinvest the proceeds of certain asset sales in the business in lieu of repaying indebtedness, each as more specifically described in the Third Amendment. These limitations are in addition to other affirmative and negative covenants (with customary exceptions, materiality qualifiers and limitations) in the New Credit Agreement, including with respect to: financial reporting; payment of taxes; maintenance of existence; compliance with law and material contractual obligations; maintenance of property and insurance; inspection of property, books and records; notices of certain events; compliance with environmental laws; provision and maintenance of collateral perfection; satisfaction of the financial maintenance covenants described above; incurrence of indebtedness; permitting liens over assets; mergers, consolidations, dispositions or other fundamental transactions; dispositions and asset sales; restricted payments; investments; compliance with limitations on certain transactions with nonconsolidated affiliates; sale and leaseback transactions; changes in fiscal periods; negative pledge clauses in certain contracts; changes to lines of business; prepayments and modifications of certain subordinated indebtedness (as more fully described below); use of proceeds; transactions involving special purpose finance subsidiaries; and transactions related to effectuating a spin-off (as defined in the New Credit Agreement), each as more specifically described in the New Credit Agreement.

After giving effect to the Third Amendment, so long as no default exists under its New Credit Facility, the Company would be permitted to (i) make regularly scheduled interest and principal payments as and when due in respect of the Senior Unsecured Notes, (ii) refinance the Senior Unsecured Notes with the net cash proceeds of permitted refinancing indebtedness (as defined in the New Credit Facility); (iii) make payments in respect of the Senior Unsecured Notes in an amount equal to the net cash proceeds of qualified capital stock (as defined in the New Credit Facility) issued after May 5, 2020; (iv) convert any Senior Unsecured Notes into qualified capital stock issued after May 5, 2020; and (v) make additional payments of the Senior Unsecured Notes provided that after giving effect to such additional payments the consolidated leverage ratio would be equal to or less than 2.00 to 1 after giving effect to such additional payments. The foregoing limitations regarding repayment and refinancing of the Senior Unsecured Notes and such incremental equivalent debt apply from the effectiveness of the Third Amendment until delivery of a Covenant Reset Certificate.

The covenants in the New Credit Facility generally prohibit the Company from repaying 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.

Such additional payments on subordinated indebtedness (x) will not 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 contains customary representations and warranties, including, as a condition to future revolver borrowings, that all such representations and warranties are true and correct, in all material respects, on the date of borrowing, including representations (with customary exceptions, materiality qualifiers and limitations) as to: existence; compliance with law; power, authority and enforceability; no violation of law or material contracts; material litigation; no default under the New Credit Agreement and related documents; ownership of property, including material intellectual property; payment of material taxes; compliance with margin stock regulations; labor matters; ERISA; Investment Company Act matters; subsidiaries; use of loan proceeds; environmental matters; accuracy of information; security documents; solvency; anti-corruption laws and sanctions; and that since December 31, 2017 there has been no development or event that has had a material adverse effect on the business or financial condition of the Company and its subsidiaries, each as more specifically described in the New Credit Facility.

The New Credit Facility includes customary events of default and other provisions that could require all amounts due

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(Unaudited)

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. These events of default (with customary exceptions, materiality qualifiers, limitations and grace periods) include (i) failure to pay obligations under the New Credit Agreement when due; (ii) material inaccuracy of representations and warranties; (iii) failure to comply with the covenants in the New Credit Facility and related documents (as summarized above); (iv) cross-default to material indebtedness; (v) commencement of bankruptcy or insolvency proceedings; (vi) ERISA events; (vii) certain material judgments; (viii) invalidity of unenforceability of security and guarantee documents; and (ix) change of control, each as more specifically described in the New Credit Facility.

Senior Notes

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"). The Company has outstanding 5.000% euro denominated fixed rate notes which are due July 15, 2024 ("5.000% Euro Fixed Rate Notes"), 4.875% euro denominated fixed rate notes due April 15, 2022 ("4.875% Euro Fixed Rate Notes"), and floating rate notes due April 15, 2024 ("Euro Floating Rate Notes", together with the 5.000% Euro Fixed Rate Notes and the 4.875% Euro Fixed Notes, the "Senior Secured Notes").

Senior Unsecured Notes and Senior Secured Notes — Other Terms and Conditions — The Senior Unsecured Notes and Senior Secured Notes contain covenants that will, among other things, limit the Company's ability to create liens and enter into sale and leaseback transactions. In addition, the Senior Secured Notes and 2024 Senior Unsecured Notes also require that, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, the Company's consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00, as well as containing restrictions on its operations, including limitations on: (i) incurring additional indebtedness; (ii) paying dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) 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.

At March 31, 2020, the Company was in compliance with all of its financial covenants.

Other Debt

Other debt consists primarily of subsidiary debt.

Accounts Receivable Securitization and Factoring

On-Balance Sheet Arrangements

The Company has securitization programs for some of its accounts receivable, with limited recourse provisions. Borrowings on these securitization programs, which are recorded in short-term debt, at March 31, 2020 and December 31, 2019 are as follows:

	March 31, 2020		December 31, 2019
Borrowings on securitization programs	$	8	$	4

Off-Balance Sheet Arrangements

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. 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.

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(Unaudited)

In the U.S and Canada, the Company participates in supply chain financing programs with certain of the Company's aftermarket customers through a drafting program.

The amount of accounts receivable outstanding and derecognized for these factoring and drafting arrangements was $1.1 billion and $1.0 billion at March 31, 2020 and December 31, 2019. In addition, the deferred purchase price receivable was $37 million and $33 million at March 31, 2020 and December 31, 2019.

Proceeds from the factoring of accounts receivable qualifying as sales and drafting programs was $1.2 billion for both the three months ended March 31, 2020 and 2019.

The following table represents the Company's expenses associated with these arrangements for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Loss on sale of receivables(a)	$	6	$	8

^(a) Amount is included in "Interest expense" in the condensed consolidated statements of income (loss).

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.

11. Pension Plans, Postretirement and Other Employee Benefits

The Company sponsors several defined benefit pension plans ("Pension Benefits") and health care and life insurance benefits ("Other Postretirement Benefits", or "OPEB") for certain employees and retirees around the world.

Components of net periodic benefit cost (credit) for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	—		$	6		$	1		$	6		$	—		$	—
Interest cost	10			4			13			7			2			3
Expected return on plan assets	(16		)	(4		)	(17		)	(5		)	—			—
Net amortization:
Actuarial loss	2			2			1			1			1			1
Prior service cost (credit)	—			—			—			—			(2		)	(2		)
Net pension and postretirement costs (credits)	$	(4	)	$	8		$	(2	)	$	9		$	1		$	2

12. Income Taxes

For interim tax reporting, the Company estimates its annual effective tax rate and applies it to year-to-date ordinary income. Jurisdictions where no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The effect of including these jurisdictions on the quarterly effective rate calculation could result in a higher or lower effective tax rate during a quarter due to the mix and timing of actual earnings versus annual projections. The tax effects of certain items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

For the three months ended March 31, 2020, the Company recorded income tax benefit of $94 million on loss from continuing operations before income taxes of $920 million. This compares to recording no income tax expense on losses from continuing operations of $105 million in the three months ended March 31, 2019.

Income tax expense for the three months ended March 31, 2020 differs from the U.S. statutory rate due primarily to $105 million of tax benefit recognized relating to the impairment of $854 million of assets, pre-tax income taxed at rates higher than the U.S. statutory rate, and pre-tax losses with no tax benefit. Income tax expense for the three months ended March 31, 2019 differs from the U.S. statutory rate due primarily to pre-tax income taxed at rates higher than the U.S. statutory rate and pre-tax losses with no tax benefit.

The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. If operational results decline due to the COVID-19 global pandemic in certain jurisdictions, exceed current estimates, or economic recovery takes longer than currently anticipated, the Company believes it is reasonably possible there may be sufficient negative evidence for a valuation allowance to be recorded in the next twelve months. This may result in a one-time tax expense of up to $550 million, primarily related to the U.S., China, France, Poland, and Spain.

The Company believes it is reasonably possible up to $32 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may be recognized within the next twelve months.

After considering the effect of COVID-19 on the 2020 forecast, the Company is not projecting sufficient income to utilize its 2011 and 2012 foreign tax credit carryforwards of $29 million and $21 million. The Company has certain U.S. reserves that provide positive evidence these foreign tax credits would be utilized in the event of an assessment by the U.S. tax authorities; therefore, it has netted the foreign tax credit carryforward deferred tax assets with its uncertain tax position liability on the

balance sheet. Should the 2011 and 2012 foreign tax credit carryforwards expire without utilization, the foreign tax credit carryforward deferred tax assets would be written off with a charge to income tax expense. 

13. Commitments and Contingencies

Environmental Matters

The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. The Company has been notified by the U.S. Environmental Protection Agency, other national environmental agencies, and various provincial and state agencies it may be a potentially responsible party (“PRP”) under such laws for the cost of remediating hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and other national and state or provincial environmental laws. PRP designation typically requires the funding of site investigations and subsequent remedial activities. Many of the sites that are likely to be the costliest to remediate are often current or former commercial waste disposal facilities to which numerous companies sent wastes. Despite the potential joint and several liability which might be imposed on the Company under CERCLA and some of the other laws pertaining to these sites, its share of the total waste sent to these sites generally has been small. The Company believes its exposure for liability at these sites is not material.

On a global basis, the Company has also identified certain other present and former properties at which it may be responsible for cleaning up or addressing environmental contamination, in some cases as a result of contractual commitments and/or federal or state environmental laws. The Company is seeking to resolve its responsibilities for those sites for which a claim has been received.

The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations. At March 31, 2020, the Company has an obligation to remediate or contribute towards the remediation of certain sites, including the sites discussed above at which it may be a PRP.

The Company maintains the aggregated estimated share of environmental remediation costs for all these sites on a discounted basis in the condensed consolidated balance sheets as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	7	$	8
Deferred credits and other liabilities	28		28
	$	35	$	36

For those locations where the liability was discounted, the weighted average discount rate used was 0.5% and 1.3% at March 31, 2020 and December 31, 2019.

The Company's expected payments of environmental remediation costs for non-indemnified locations are estimated to be approximately:

	2020		2021		2022		2023		2024		2025 and thereafter
Expected payments	$	6	$	4	$	2	$	2	$	2	$	15

Based on information known to the Company from site investigations and the professional judgment of consultants, the Company has established reserves it believes are adequate for these costs. Although the Company believes these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates, difficult to quantify based on the complexity of the issues, and are subject to revision as more information becomes available about the extent of remediation required. At some sites, the Company expects other parties will contribute to the remediation costs. In addition, certain environmental statutes provide the Company's liability could be joint and several, meaning the Company could be required to pay amounts in excess of its share of remediation costs. The financial strength of the other PRPs at these sites has been considered, where appropriate, in the determination of the estimated liability. The Company does not believe any potential costs associated with its current status as a PRP, or as a liable party at the other locations referenced herein, will be material to its annual consolidated financial position, results of operations, or liquidity.

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(Unaudited)

Antitrust Investigations and Litigation

On March 25, 2014, representatives of the European Commission (EC) were at Tenneco GmbH's Edenkoben, Germany administrative facility to gather information in connection with an ongoing global antitrust investigation concerning multiple automotive suppliers. On the same date, the Company also received a related subpoena from the U.S. Department of Justice (“DOJ”).

On November 5, 2014, the DOJ granted conditional leniency to the Company, its subsidiaries, and its 50% affiliates as of such date ("2014 Tenneco Entities") pursuant to an agreement the Company entered into under the Antitrust Division's Corporate Leniency Policy. This agreement provides important benefits to the 2014 Tenneco Entities in exchange for the Company's self-reporting of matters to the DOJ and its continuing full cooperation with the DOJ's resulting investigation. For example, the DOJ will not bring any criminal antitrust prosecution against the 2014 Tenneco Entities, nor seek any criminal fines or penalties, in connection with the matters the Company reported to the DOJ. Additionally, there are limits on the liability of the 2014 Tenneco Entities related to any follow-on civil antitrust litigation in the United States. The limits include single rather than treble damages, as well as relief from joint and several antitrust liability with other relevant civil antitrust action defendants. These limits are subject to the Company satisfying the DOJ and any court presiding over such follow-on civil litigation.

On April 27, 2017, the Company received notification from the EC that it has administratively closed its global antitrust inquiry regarding the production, assembly, and supply of complete exhaust systems. No charges against the Company or any other competitor were initiated at any time and the EC inquiry is now closed.

Certain other competition agencies are also investigating possible violations of antitrust laws relating to products supplied by the Company and its subsidiaries, including Federal-Mogul. The Company has cooperated and continues to cooperate fully with all of these antitrust investigations and take other actions to minimize its potential exposure.

The Company and certain of its competitors are also currently defendants in civil putative class action litigation and are subject to similar claims filed by other plaintiffs, in the United States and Canada. More related lawsuits may be filed, including in other jurisdictions. Plaintiffs in these cases generally allege that defendants have engaged in anticompetitive conduct, in violation of federal and state laws, relating to the sale of automotive exhaust systems or components thereof. Plaintiffs seek to recover, on behalf of themselves and various purported classes of purchasers, injunctive relief, damages and attorneys’ fees. However, as explained above, because the DOJ granted conditional leniency to the 2014 Tenneco Entities, the Company's civil liability in U.S. follow-on actions with respect to these entities is limited to single damages and the Company will not be jointly and severally liable with the other defendants, provided that the Company has satisfied its obligations under the DOJ leniency agreement and approval is granted by the presiding court. Typically, exposure for follow-on actions in Canada is less than the exposure for U.S. follow-on actions.

Following the EC's decision to administratively close its antitrust inquiry into exhaust systems in 2017, receipt by the 2014 Tenneco Entities of conditional leniency from the DOJ and discussions during the third quarter of 2017 following the appointment of a special settlement master in the civil putative class action cases pending against the Company and/or certain of its competitors in the United States, the Company continues to vigorously defend itself and/or take actions to minimize its potential exposure to matters pertaining to the global antitrust investigation, including engaging in settlement discussions when it is in the best interests of the Company and its stockholders. For example, in October 2017, the Company settled an administrative action brought by Brazil's competition authority for an amount that was not material. In December 2018, the Company settled a separate administrative action brought by Brazil’s competition authority against a Federal-Mogul subsidiary, also for an amount that was not material.

Additionally, in February 2018, the Company settled civil putative class action litigation in the United States brought by classes of direct purchasers, end-payors and auto dealers. No other classes of plaintiffs have brought claims against the Company in the United States. Based upon those earlier developments, including settlement discussions, the Company established a reserve of $132 million in its second quarter 2017 financial results for settlement costs that were probable, reasonably estimable, and expected to be necessary to resolve its antitrust matters globally, which primarily involves the resolution of civil suits and related claims. Of the $132 million reserve that was established, $109 million was paid through March 31, 2020. In connection with the resolution of certain claims, $9 million was released from the reserve in the third quarter of 2019 and $30 million was paid out in the first quarter of 2020 from amounts that were included in the reserve. At March 31, 2020 the reserve was $14 million, of which $2 million was recorded in accrued expenses and other current liabilities and $12 million was recorded in deferred credits and other liabilities in the Company's condensed consolidated balance sheets. While the Company, including its Federal-Mogul subsidiaries, continues to cooperate with certain competition agencies investigating possible violations of

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(Unaudited)

antitrust laws relating to products supplied by the Company, and the Company may be subject to other civil lawsuits and/or related claims, no amount of this reserve is attributable to matters with the DOJ or the EC, and no such amount is expected based on current information.

The Company's reserve for its antitrust matters is based upon all currently available information and an assessment of the probability of events for those matters where the Company can make a reasonable estimate of the costs to resolve such outstanding matters. The Company's estimate involves significant judgment, given the number, variety and potential outcomes of actual and potential claims, the uncertainty of future rulings and approvals by a court or other authority, the behavior or incentives of adverse parties or regulatory authorities, and other factors outside of its control. As a result, the Company's reserve may change from time to time, and actual costs may vary. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, the Company does not expect any such change in the reserve will have a material adverse effect on the Company's annual consolidated financial position, results of operations or liquidity.

Other Legal Proceedings, Claims and Investigations

For many years the Company has been and continues to be subject to lawsuits initiated by claimants alleging health problems as a result of exposure to asbestos. The Company's current docket of active and inactive cases is less than 500 cases in the United States and less than 50 in Europe.

With respect to the claims filed in the United States, the substantial majority of the claims are related to alleged exposure to asbestos in the Company's line of Walker® exhaust automotive products although a significant number of those claims appear also to involve occupational exposures sustained in industries other than automotive. A small number of claims have been asserted against one of the Company's subsidiaries by railroad workers alleging exposure to asbestos products in railroad cars. The Company believes, based on scientific and other evidence, it is unlikely that U.S. claimants were exposed to asbestos by the Company's former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants. Additionally, in many cases the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages.

With respect to the claims filed in Europe, the substantial majority relate to occupational exposure claims brought by current and former employees of Federal-Mogul facilities in France and amounts paid out were not material. A small number of occupational exposure claims have also been asserted against Federal-Mogul entities in Italy and Spain.

As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, the Company may experience an increased number of these claims. The Company vigorously defends itself against these claims as part of its ordinary course of business. In future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to the Company. To date, with respect to claims that have proceeded sufficiently through the judicial process, the Company has regularly achieved favorable resolutions. Accordingly, the Company presently believes that these asbestos-related claims will not have a material adverse effect on the Company's annual consolidated financial position, results of operations or liquidity.

The Company is also from time to time involved in other legal proceedings, claims or investigations. Some of these matters involve allegations of damages against the Company relating to environmental liabilities (including toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, unclaimed property, employment matters, advertising matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance.

While the Company vigorously defends itself against all of these legal proceedings, claims and investigations and take other actions to minimize its potential exposure, in future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including the Company's assessment of the merits of the particular claim, the Company does expect the legal proceedings, claims or investigations currently pending against it will have any material adverse effect on its annual consolidated financial position, results of operations or liquidity.

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(Unaudited)

Asset Retirement Obligations

The Company’s primary asset retirement obligations ("ARO") activities relate to the removal of hazardous building materials at its facilities. The Company records an ARO at fair value upon initial recognition when the amount is probable and can be reasonably estimated. ARO fair values are determined based on the Company’s determination of what a third party would charge to perform the remediation activities, generally using a present value technique.

The Company's ARO liabilities in the condensed consolidated balance sheets are as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	3	$	3
Deferred credits and other liabilities	12		13
	$	15	$	16

Warranty Matters

The Company provides warranties on some of its products. The warranty terms vary but range from one year up to limited lifetime warranties on some of its premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified with the Company's products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the condensed consolidated balance sheets.

The following represents the changes in the Company's warranty accrual for the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020			2019
Balance at beginning of period	$	54		$	45
Accruals related to product warranties	3			5
Reductions for payments made	(6		)	(2		)
Foreign currency	—			—
Balance at end of period	$	51		$	48

14. Share-Based Compensation

Share-Based Compensation Expense (Benefit)

Share-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income (loss). The total share-based compensation expense is as follows:

	Three Months Ended March 31,
	2020		2019
Cash-settled share-based compensation expense (benefit)	$	—	$	(1	)
Share-settled share-based compensation expense (benefit)	2		7
	$	2	$	6

Cash-Settled Awards

The Company has granted restricted stock units ("RSUs") to certain key employees that are payable in cash. These awards are classified as liabilities, valued based on the fair value of the award at the grant date, and remeasured at each reporting date until settlement, with compensation expense being recognized in proportion to the completed requisite period up until date of settlement. In the first quarter of 2020, all cash-settled, share-based long-term performance units were paid and none remain outstanding.

At March 31, 2020, approximately $3 million of total unrecognized compensation costs is expected to be recognized on the cash-settled RSU's over a weighted-average period 3 years.

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(Unaudited)

Share-Settled Awards

The Company has granted restricted stock, RSUs, and performance share units ("PSUs") to its directors and certain key employees that are payable in common stock. These awards are settled in shares upon vesting and recognized in equity based on their fair value.

The following table reflects the status of all nonvested restricted shares, share-settled RSUs, and PSUs for the three months ended March 31, 2020:

	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	35,630		$	63.27	1,125,346		$	37.91	806,233		$	34.12
Granted	169,781		9.15		1,389,681		7.47		—		—
Vested	(196,332	)	39.59		(280,394	)	41.47		—		—
Forfeited	—		—		(238,283	)	34.37		(213,843	)	26.74
Nonvested balance at end of period	9,079		$	57.92	1,996,350		$	27.84	592,390		$	36.25

At March 31, 2020, approximately $32 million of total unrecognized compensation costs is expected to be recognized on the share-settled awards over a weighted-average period of approximately 2 years.

15. Shareholders' Equity

Common Stock Outstanding

The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Common Stock at March 31, 2020 and December 31, 2019. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Common Stock at March 31, 2020 and December 31, 2019.

Total common stock outstanding and changes in common stock issued are as follows:

	Three Months Ended March 31,
	Class A Common Stock				Class B Common Stock
	2020		2019		2020	2019
Shares issued at beginning of period	71,727,061		71,675,379		23,793,669	23,793,669
Issuance (repurchased) pursuant to benefit plans	450,175		120,622		—	—
Restricted stock forfeited and withheld for taxes	(119,644	)	(54,293	)	—	—
Stock options exercised	—		8,438		—	—
Shares issued at end of period	72,057,592		71,750,146		23,793,669	23,793,669
Treasury stock	14,592,888		14,592,888		—	—
Total shares outstanding	57,464,704		57,157,258		23,793,669	23,793,669

Class B Common Stock Conversion

Effective April 1, 2020, Icahn Enterprises L.P. ("IEP") exercised its right to convert 3,485,215 shares of the Company’s Class B Common Stock into 3,485,215 shares of the Company’s Class A Common Stock. As a result, IEP holds 9,136,392 shares, or approximately 14.99%, of the Company’s outstanding Class A Common Stock and 20,308,454 shares of the Company’s Class B Common Stock.

Preferred Stock

The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at both March 31, 2020 and December 31, 2019. No shares of preferred stock were issued or outstanding at those dates.

Shareholder Rights Plan

On April 15, 2020, the Company's Board of Directors approved a Section 382 Rights Plan, which will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of the Company’s 2021 annual meeting of stockholders, if at such stockholder meeting or any other meeting of stockholders of the Company duly held prior to such meeting, a proposal to ratify the Section 382 Rights Plan has not been passed by the requisite vote of the Company’s

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(Unaudited)

stockholders; (ii) the date on which the Board of Directors determines in its sole discretion that (x) the Section 382 Rights Plan is no longer necessary for the preservation of material valuable tax attributes or (y) the tax attributes have been fully utilized and may no longer be carried forward; and (iii) the close of business on October 2, 2021.

Pursuant to the Section 382 Rights Plan, our Board of Directors declared a dividend of (i) one preferred share purchase right (a “Class A Right”), payable on April 27, 2020, for each share of Class A Voting Common Stock and (ii) one preferred share purchase right (a “Class B Right” and, together with the Class A Rights, the “Rights”), payable on April 27, 2020, for each share of Class B Non-Voting Common Stock, in each case, outstanding on April 27, 2020 to the stockholders of record on that date. Each Right, which is exercisable only in the event that any person or group acquires 4.9% or more of the Company’s outstanding shares of Class A Voting Common Stock (with certain limited exceptions), would entitle any holder other than the person or group whose ownership position has exceeded the ownership limit to purchase common stock having a value equal to twice the exercise price of the Right, or, at the election of the Board of Directors, to exchange each Right for one share of Class A Common Stock per Class A Right or one share of Class B Non-Voting Common Stock per Class B Right.

Accumulated Other Comprehensive Income (Loss)

The following represents the Company's changes in accumulated other comprehensive income (loss) by component, net of tax for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020			2019
Foreign currency translation adjustments and other:
Balance at beginning of period	$	(369	)	$	(395	)
Other comprehensive income (loss) before reclassifications adjustments	(199		)	27
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(199		)	27
Income tax provision (benefit)	—			2
Balance at end of period	(568		)	(366		)
Pensions and other postretirement benefits:
Balance at beginning of period	(342		)	(297		)
Other comprehensive income (loss) before reclassifications	—			—
Reclassification from other comprehensive income (loss)	3			1
Other comprehensive income (loss)	3			1
Income tax provision (benefit)	1			—
Balance at end of period	(338		)	(296		)
Cash flow hedge instruments
Balance at beginning of period	—			—
Other comprehensive income (loss) before reclassifications	(3		)	4
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(3		)	4
Income tax provision (benefit)	1			—
Balance at end of period	(2		)	4
Accumulated other comprehensive loss at end of period	$	(908	)	$	(658	)
Other comprehensive income (loss) attributable to noncontrolling interests	$	(20	)	$	6

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(Unaudited)

16. Segment Information

The Company intends to separate its businesses to form two independent companies: New Tenneco and DRiV. The future New Tenneco consists of two operating segments: Powertrain and Clean Air. DRiV also consists of two operating segments: Motorparts and Ride Performance. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the four operating segments as "Corporate."

Management uses EBITDA including noncontrolling interests as the key performance measure of segment profitability and uses the measure in its financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. Segment assets are not presented as it is not a measure reviewed by the Chief Operating Decision Maker in allocating resources and assessing performance.

EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income, which is the most directly comparable financial measure to EBITDA including noncontrolling interests that is in accordance with U.S. GAAP. EBITDA including noncontrolling interests, as determined and measured by the Company, should not be compared to similarly titled measures reported by other companies.

Segment results for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	1,545	$	997	$	588	$	706	$	3,836	$	—	$	—		$	3,836
Intersegment revenues	$	6	$	38	$	29	$	9	$	82	$	—	$	(82	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	11	$	—	$	2	$	13	$	—	$	—		$	13
For the Three Months Ended March 31, 2019
Revenues from external customers	$	1,779	$	1,175	$	733	$	797	$	4,484	$	—	$	—		$	4,484
Intersegment revenues	$	—	$	46	$	46	$	11	$	103	$	—	$	(103	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	13	$	1	$	2	$	16	$	—	$	—		$	16

Segment EBITDA including noncontrolling interests and the reconciliation to earnings before interest expense, income taxes, and noncontrolling interests are as follows:

	Three Months Ended March 31,
	2020			2019
EBITDA including noncontrolling interests by Segments:
Clean Air	$	99		$	131
Powertrain	(70		)	113
Ride Performance	(577		)	(45		)
Motorparts	(40		)	45
Total Reportable Segments	(588		)	244
Corporate	(86		)	(99		)
Depreciation and amortization	(171		)	(169		)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845		)	(24		)
Interest expense	(75		)	(81		)
Income tax (expense) benefit	94			—
Net income (loss)	$	(826	)	$	(105	)

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(Unaudited)

Disaggregated Revenue

Original Equipment

Value-Added Sales

OE revenue is generated from providing original equipment manufacturers and servicers with products for automotive, heavy duty, and industrial applications. Supply relationships typically extend over the life of the related vehicle, subject to interim design and technical specification revisions, and do not require the customer to purchase a minimum quantity.

Substrate/Passthrough Sales

Generally, in connection with the sale of exhaust systems to certain OE manufacturers, the Company purchases catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of its customers which are used in the assembled system. These substrates are included in inventory and are “passed through” to the customer at cost, plus a small margin. Since the Company takes title to the substrate inventory and has responsibility for both the delivery and quality of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.

Aftermarket

Aftermarket revenue is generated from providing products for the global vehicle aftermarket to a wide range of warehouse distributors, retail parts stores, and mass merchants that distribute these products to customers ranging from professional service providers to “do-it-yourself” consumers.

Revenue from contracts with customers is disaggregated by customer type and geography, as it depicts the nature and amount of the Company’s revenue that is aligned with the Company's key growth strategies. In the following tables, revenue is disaggregated accordingly:

	Reportable Segments
By Customer Type	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
OE - Substrate	$	700	$	—	$	—	$	—	$	700
OE - Value add	845		997		588		—		2,430
Aftermarket	—		—		—		706		706
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
OE - Substrate	$	706	$	—	$	—	$	—	$	706
OE - Value add	1,073		1,175		733		—		2,981
Aftermarket	—		—		—		797		797
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

	Reportable Segments
By Geography	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
North America	$	704	$	344	$	198	$	476	$	1,722
Europe, Middle East and Africa	565		492		297		197		1,551
Rest of world	276		161		93		33		563
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
North America	$	793	$	405	$	232	$	507	$	1,937
Europe, Middle East and Africa	641		575		378		237		1,831
Rest of world	345		195		123		53		716
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

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TENNECO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

(Unaudited)

17. Related Party Transactions

The following table summarizes the net sales, purchases, and royalty and other income from related parties for the three months ended March 31, 2020 and 2019:

	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	$	4	$	10	$	—	$	—	$	14	$	—
Anqing TP Powder Metallurgy Company Limited	$	1	$	1	$	—	$	—	$	1	$	—
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	1	$	2	$	—	$	1	$	2	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	12	$	59	$	4	$	28	$	59	$	1
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.	$	—	$	1	$	—	$	—	$	3	$	—
Federal-Mogul TP Liners, Inc.	$	4	$	12	$	—	$	4	$	—	$	—
Icahn Automotive Group LLC	$	33	$	—	$	1	$	43	$	—	$	1
Montagewerk Abgastechnik Emden GmbH	$	3	$	—	$	—	$	2	$	—	$	—
PSC Metals, Inc.	$	—	$	—	$	—	$	1	$	—	$	—

The following table is a summary of amounts due to and from the Company's related parties at March 31, 2020 and December 31, 2019:

	March 31, 2020				December 31, 2019
	Receivables		Payables and accruals		Receivables		Payables and accruals
Anqing TP Goetze Piston Ring Company Limited	$	6	$	17	$	1	$	26
Anqing TP Powder Metallurgy Company Limited	$	—	$	1	$	—	$	1
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	—	$	2	$	—	$	2
Farloc Argentina SAIC	$	—	$	—	$	1	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	7	$	25	$	8	$	31
Federal-Mogul TP Liners, Inc.	$	2	$	6	$	2	$	7
Icahn Automotive Group LLC	$	41	$	8	$	52	$	10
Montagewerk Abgastechnik Emden GmbH	$	—	$	—	$	1	$	—

See Note 7, Investment in Nonconsolidated Affiliates, for further information for companies within the tables above that represent equity method investments.

Amounts presented as Icahn Automotive Group LLC represent the Company's activity with Auto Plus and Pep Boys.

As part of the Federal-Mogul Acquisition, the Company acquired a redeemable noncontrolling interest related to a subsidiary in India. In accordance with local regulations, the Company initiated a process to make a tender offer of the shares it did not own due to the change in control triggered by the Federal-Mogul Acquisition. The Company entered into separate agreements with IEP subsequent to the purchase agreement whereby IEP agreed to fund and execute the tender offer for the shares on behalf of the Company. During the three months ended March 31, 2020, the tender offer for the shares was completed. Since the transaction was funded and executed by IEP, the completion of the tender offer resulted in an adjustment to additional paid-in capital during the three months ended March 31, 2020. Immediately following the completion of the tender offer, the shares of this noncontrolling interest not owned by the Company were no longer redeemable, or probable of becoming redeemable; therefore, the noncontrolling interest was reclassified from temporary equity to permanent equity during the three months ended March 31, 2020. See Note 2, Summary of Significant Accounting Policies, for further information on this redeemable noncontrolling interest.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to "Tenneco", the "Company", "we", "us", and "our" refer to Tenneco Inc. and its consolidated subsidiaries. Unless otherwise stated, all comparisons of March 31, 2020 financial results are to March 31, 2019 financial results.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1 of this quarterly report on Form 10-Q and the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission ("SEC") on March 2, 2020 (the "2019 Form 10-K").

EXECUTIVE OVERVIEW

Our Business

We are one of the world's leading manufacturers of clean air, powertrain, and ride performance products and systems for light vehicle, commercial truck, off-highway, industrial, and aftermarket customers. Both original equipment ("OE") vehicle designers and manufacturers and the repair and replacement markets, or aftermarket, are served globally through leading brands, including Monroe^®, Champion^®, Öhlins^®, MOOG^®, Walker^®, Fel-Pro^®, Wagner^®, Ferodo^®, Rancho^®, Thrush^®, National^®, and Sealed Power^®, among others.

The COVID-19 global pandemic has negatively affected the global economy, disrupted global supply chains, and created extreme volatility and disruptions to capital and credit markets in the global financial markets. We have responded quickly to protect our team members’ health and safety while taking aggressive actions to mitigate the financial effect of the pandemic on us. In response to the pandemic, we expanded on structural cost reductions, and implemented a range of temporary cost reductions including plant closures, deferment of discretionary spending, and the reduction of capital expenditures. There are many uncertainties related to COVID-19 that could negatively affect our results of operations, financial position, and cash flows. After considering the effect of COVID-19 on our 2020 forecast, we determined it was likely we would not be able to maintain compliance with our financial covenants, as a required by our credit agreement. As a result, we entered into a third amendment to our credit agreement to increase the maximum leverage ratio and decrease the minimum interest coverage ratio. We believe our liquidity position continues to be adequate based on our current estimates and forecasts.

Other factors that we expect will continue to be critical to our success include winning new business awards, managing our overall global manufacturing footprint to ensure proper placement and workforce levels in line with business needs, maintaining competitive wages and benefits, maximizing efficiencies in manufacturing processes, and reducing overall costs. In addition, our ability to adapt to key industry trends, such as a shift in consumer preferences to other vehicles in response to higher fuel costs and other economic and social factors, increasing technologically sophisticated content, changing aftermarket distribution channels, increasing environmental standards, and extended product life of automotive parts, also play a critical role in our success. Other factors that are critical to our success include adjusting to economic challenges such as increases in the cost of raw materials and our ability to successfully reduce the effect of any such cost increases through material substitutions, cost reduction initiatives, and other methods.

Separation Transaction

Following the closing of the Federal-Mogul acquisition on October 1, 2018, we agreed to use our reasonable best efforts to pursue the separation of the combined company. As such, we previously announced our intention to separate our businesses through a spinoff transaction to form two new, independent publicly traded companies, an Aftermarket and Ride Performance company ("DRiV") and a new Powertrain Technology company ("New Tenneco"). Current end-market conditions are affecting our ability to complete a separation within our previously announced timeline, and we expect these trends will continue throughout this year. During 2020, we will be focused on the execution of our accelerated performance improvement plan (“Accelerate”) to facilitate the expected separation of New Tenneco and DRiV. The Accelerate program is focused on achieving additional cost savings, improving capital efficiency, and reducing leverage. We have made significant progress to facilitate the planned separation of the DRiV business and have completed all necessary system and process components required for New Tenneco and DRiV to operate independently. In this respect, we are ready to separate the businesses as soon as favorable conditions are present. In order to facilitate the separation, we continue to evaluate multiple strategic alternatives, as well as options to deleverage and mitigate the ongoing effect of challenging market conditions.

The future New Tenneco consists of two existing operating segments, Clean Air and Powertrain:

• 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

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• The Powertrain segment focuses on original equipment powertrain products for automotive, heavy duty, and industrial applications.

The DRiV operating segments are Motorparts and Ride Performance:

• 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.

Shareholder Rights Plan

On April 15, 2020, the Board of Directors adopted a shareholder rights plan designed to protect the availability of the Company’s tax assets (the “Section 382 Rights Plan”).  Under the Section 382 Rights Plan, the rights will initially trade with the shares of the Company’s Class A Voting Common Stock and Class B Non-Voting Common Stock and will generally become exercisable only if a person (or any persons acting as a group) acquires 4.9% or more of the outstanding shares of Class A Voting Common Stock.  If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a 50% discount or the Company may exchange each right held by such holders for one share of common stock. Any person which currently owns 4.9% or more of the shares of Class A Voting Common Stock may continue to own their shares but may not acquire any additional shares without triggering the Section 382 Rights Plan. The Board of Directors has the discretion to exempt any person or group from the provisions of the Section 382 Rights Plan. The complete terms of the Section 382 Rights Plan are set forth in the Section 382 Rights Agreement, dated as of April 15, 2020, between the Company and Equiniti Trust Company, as rights agent, which is included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 16, 2020.

Financial Results for the Three Months Ended March 31, 2020

Consolidated revenues were $3,836 million, a decrease of $648 million, or 14%, for the three months ended March 31, 2020. The net effect of acquisitions and divestitures decreased revenues by $45 million, or 1%. The remaining decrease in revenues was primarily driven by the unfavorable effects of lower sales volume and mix of $499 million, the unfavorable effects of foreign currency exchange of $97 million and net unfavorable effects of other of $7 million.

Cost of sales decreased by $531 million, or 14%, for the three months ended March 31, 2019. The net effect of acquisitions and divestitures decreased cost of sales by $36 million, or 1%. The remaining decrease in cost of sales was primarily driven by lower costs resulting from lower sales volume and unfavorable mix of $385 million, the unfavorable effects of materials sourcing of $24 million, and the unfavorable effect of foreign currency exchange of $89 million, offset by an increase in other costs of $3 million.

Net loss decreased by $721 million to $826 million for the three months ended March 31, 2020 as compared to $105 million for the three months ended March 31, 2019. The decrease was primarily driven by:

• 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.

These unfavorable effects were partially offset by:

• 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.

Recent Trends and Market Conditions

There is inherent uncertainty in the continuation of the trends discussed below. In addition, there may be other factors or trends that can have an effect on our business. Our business and operating results are affected by the relative strength of:

General economic conditions

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Our OE business is directly related to automotive vehicle production by our customers. Automotive production levels depend on a number of factors, including global and regional economic conditions. Demand for aftermarket products is driven by three primary factors: the number of vehicles in operation; the average age of vehicles; and vehicle usage trends (primarily distance traveled).

In late 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. COVID-19 has resulted in suspension or reduction of operations, supply chain disruptions, restrictions on domestic and international travel, and a decrease in consumer traffic. These measures have adversely affected workforces, customers, economies, and financial markets, and, along with decreased consumer spending, reductions in revenue, and delays in payments from customers and partners, have led to an economic downturn in many of our markets. As of early May 2020, approximately seventy-five percent of our plants and distribution centers were operating at various levels of production.

We presently believe the effect of lost production in the first quarter of 2020 as a result of COVID-19 is $340 million on value-add revenue. However, the COVID-19 outbreak continues to spread as of the date of this report and will likely continue during the second half of our fiscal year and, accordingly, we cannot predict the extent to which the COVID-19 will ultimately affect our business, results of operations or financial condition. While we have not yet seen significant effects, we expect we may see more customers looking for longer payment terms, customers asking to defer payments, and vendors looking for improved payment terms. We expect that, as customer demand returns, we will face periods where payments are due to suppliers relating to existing and additional inventories to support renewed production before we have generated new receivables from customers from that renewed production.

Cost Reductions and Other Responses to COVID-19

The Company has implemented a range of actions aimed at temporarily reducing costs and preserving liquidity in response to the effects and anticipated effects to our business resulting from COVID-19 as described under “Liquidity and Capital Resources - Liquidity and Financing Arrangements”. The Company will continue to evaluate further ways to manage costs in line with reduced revenue.

Global production levels (According to IHS Markit, April, 2020)

For the three months ended March 31, 2020, global light vehicle production was down across all major markets in which we operate and down 23% overall compared to same three-month period in 2019. Production levels in North America declined 10%, production in South America was down 17%, Europe production decreased 19%, China light vehicle production decreased by 47%, and India declined 21%.

Global light vehicle production for the second quarter of 2020 is expected to decline significantly across all major markets in which we operate compared to the same three-month period in 2019. Production is projected to be down 47% overall with a 70% decline in North America, down 81% in South America, a 60% decline in Europe, down 11% in China, and a 78% decline expected in India.

For the three months ended March 31, 2020, global commercial truck production was down 27% overall and down in most major markets in which we operate compared to the same three-month period in 2019. Commercial truck production in Brazil was up 13%, however production was down 28% in our primary market of North America, down 25% in Europe, China posted a decrease of 18%, and India experienced a decrease of 58%.

Global commercial truck production for the second quarter of 2020 is expected to decline significantly across all major markets in which we operate compared to the same three-month period in 2019. Production is projected to be down 44% overall with a 55% decline in North America, down 47% in Brazil, a decline of 45% in Europe, down 34% in China, and a decline of 73% expected in India.

Part replacement trends

The strength of our aftermarket business is influenced by several key drivers. These include the vehicle population (or "parc"), average vehicle age, fuel prices, and vehicle distance traveled. The vehicle parc is estimated to have expanded in most major markets, including the U.S., China, and Germany.  Average vehicle ages also increased, despite growth in new vehicle sales, in most regions. Vehicle distance traveled varies by region and is sensitive to several factors, including fuel prices, and transportation alternatives.

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Geopolitical risk

We conduct business globally, which subjects us to numerous risks and uncertainties including, without limitation, “Brexit” implications, joint ventures in unstable regions, and substantial new tariffs. For example, we have operations in the U.K. which may be materially affected by the U.K.'s referendum to leave the European Union, which has created uncertainty in both the U.K. and Europe. We also have an interest in a Turkish joint venture, which may be affected by recent turmoil in that region. In addition, we do business in Mexico and China where there could be potential changes in trade agreements (e.g., the North American Free Trade Agreement) and new or changed tariffs in the U.S. (such as those relating to China).

Foreign currencies

Given the global nature of our operations, we are subject to fluctuations in foreign exchanges rates and there has been significant volatility in foreign currency rates.

Business Strategy

Many of the key components of our business strategy are described below. As we continue to monitor and respond to the COVID-19 global pandemic, we expect that certain of these business strategies will be secondary to our attention to the pandemic and our response and mitigation measures worldwide.

Continue to optimize operational performance by aggressively pursuing cost competitiveness in all business segments and continuing to drive cash flow generation and meet capital allocation objectives

As we continue to expand our distribution and service capabilities globally, we seek to continue optimizing our performance through enhanced efficiencies in order to meet the world-class delivery performance our customers increasingly require. We have made and will continue to make investments in our global distribution network to maximize our manufacturing footprint and manage complexities of our supply chain. By achieving efficiency gains and cost competitiveness, we strive to generate strong cash flow and meet our capital allocation objectives, including deleveraging our balance sheet.

From a design perspective, we will bring a lean mindset to our portfolio to ensure standardization, remove redundancies, reduce transit costs, leverage economies of scale, and optimize manufacturing productivity. We will also continually look for ways to innovate and leverage cross- and up-sell opportunities to the market through a customer-centric product development process. From a manufacturing perspective, we will maintain a continuous improvement philosophy by streamlining plant operations and our network, and executing projects to improve efficiency.

Serving our customers also requires that we compete effectively at the unit cost level, in particular with OE customers. We are making concerted and systematic efforts to continuously improve our position on the cost curve for each of our component part categories. In doing so, we will continue to be a preferred supplier to our customers.

We will be mindful of the changing market conditions that might necessitate adjustments to our resources and manufacturing capacity around the world. We will also remain committed to protecting the environment as well as the health and safety of our employees.

Pursue focused transactional opportunities, consistent with our capital allocation priorities, product line enhancements, technological advancements, geographic positioning, penetration of emerging markets and market share growth

Throughout our history, we have successfully identified and capitalized on acquisitions, alliances, and divestitures to achieve strategic growth and alignment. Through these transactions, we have (1) expanded our product portfolio with complementary technologies; (2) realized incremental business from existing customers; (3) gained access to new customers; (4) achieved leadership positions in geographic regions outside North America; and (5) re-focused on areas that will contribute to our profitable growth.

We intend to continue to explore strategic alliances, joint ventures, acquisitions, divestitures, and other transactions that complement, expand, enhance or realign our existing products, technology, systems development efforts, customer base and/or global presence. We are committed to developing a broader ecosystem-based approach that allows us to work with new and existing customers, suppliers, and entrants to provide timely and leading-edge solutions across the mobility market. We will align with companies that have proven products, proprietary technology, advanced research capabilities, broad geographic reach, and/or strong market positions to further strengthen our product leadership, technology position, global reach, and customer relationships.

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Adapt cost structure to economic realities

We aggressively respond to difficult economic environments, aligning our operations to any resulting reductions in production levels and replacement demand and executing comprehensive restructuring and cost-reduction initiatives. Suppliers must continually identify and implement product innovation and cost reduction activities to fund customer annual price concession expectations in order to retain current business as well as to be competitively positioned for future new business opportunities.

Original Equipment Specific Strategies

The converging forces of connectivity, autonomy, electrification, and shared mobility are spawning a new age of automotive autonomy and a unique opportunity to position our business for significant growth and profitability. We strive to strengthen our global position by designing, manufacturing, delivering, and marketing technologically innovative products and solutions for OE manufacturers. The key components of our OE strategy are described below:

Capitalize on our breadth of technology, differentiated products, and global reach to support and strengthen relationships with existing and emerging OE customers across the world

We conduct business with nearly all of the major automotive OE customers around the world. Within the highly competitive automotive parts industry, we seek to extend the significant advantages that come from our world-class global manufacturing, engineering and distribution footprint and global sourcing capabilities. This footprint enables the design, production and delivery of premium parts emphasizing quality, safety and reliability virtually anywhere in the world and also supports the continual innovation of new products, technologies, and solutions for new and existing OE customers.

Maintain technological leadership to drive further growth from secular market trends

In order to maintain our strong market positions, we are focused on meeting changing performance requirements and keeping up with emerging OE trends such as connectivity, autonomy, shared mobility, and electrification. In pursuit of delivering the ideal ride characteristics for any application, our ride performance division will leverage its innovative technology, NVH performance materials, differentiated products, and advanced system capabilities to provide innovative solutions. Aligning product lines and technical capabilities creates an ideal foundation to meet changing performance requirements for comfort and safety and again ultimately reinventing the ride of the future. The addition of Öhlins to the portfolio will accelerate the development of advanced technology suspension solutions, while also fast-tracking time to market. That acquisition is yet another example of our strategy to leverage key technologies that will better position us to take advantage of secular trends. It also enhances our portfolio in broader mobility markets through the addition of Öhlins’ range of premium OE and aftermarket automotive and motorsports performance products. In addition, our suite of mobility solutions under development represents an opportunity to drive greater partnership with OE manufacturers and broader mobility ecosystem players, creating and capturing value, and growth with higher value content per vehicle.

OE manufacturers are responding to changing end customer trends and preferences alongside their own challenging cost structures by reducing design and production complexities and investing in advanced technologies that enable vehicle electrification and autonomy. We anticipate that OE suppliers with high technology capabilities in vehicle system integration will be able to enable a more seamless transition to next-generation electric vehicles and become preferred suppliers to OE manufacturers. Though many vehicle and customer requirements will evolve, we believe one of the remaining characteristics that will continue to provide differentiated experience and value in the future of mobility is the ride experience. By leveraging our deep component level expertise as well as working with partners across the broader mobility ecosystem, our intent is to lead in the next generation development of motion management products, systems and solutions to engineer the ideal ride for any customer.

Penetrate adjacent market segments

We seek to penetrate a variety of adjacent sales opportunities and achieve growth in higher-margin businesses by applying our design, engineering and manufacturing capabilities. For example, we aggressively leverage our technology and engineering leadership in powertrain, clean air, ride performance and aftermarket into adjacent sales opportunities for heavy-duty trucks, buses, agricultural equipment, construction machinery, and other vehicles in other regions around the world.

We design and launch clean air products for commercial vehicle customers such as Caterpillar, for whom we are their global diesel clean air system integrator, John Deere, Navistar, Deutz, Daimler Trucks, Scania, Weichai Power, FAW Group, and Kubota. We also engineer and build modular NOx-reduction systems for large engines that meet standards of the International Maritime Organization, among others.

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Aftermarket Specific Strategies

Our aftermarket business strategy incorporates a go-to-market model that we believe differentiates us from our competitors and creates structural support for sustained revenue growth. The model is designed to drive revenue growth by capitalizing on three of the company’s key competitive strengths: a leading portfolio of products and brands; extensive global manufacturing, distribution and service capabilities; and market intelligence gathered from the company’s distributors, installers and consumers.

We expect this distinctive go-to-market model will result in a sustainable competitive advantage, particularly as the industry trends previously mentioned disrupt the traditional aftermarket landscape and business practices. We expect the demand for replacement parts to increase as a result of the increase in the average age of VIO and the increase in the average miles driven per year. The characteristics of aftermarket sales and distribution are defined regionally, which require regionally focused strategies to address the key success factors of our customers. The key components of our aftermarket strategy are described below:

Leverage the strength of our global aftermarket leading brands positions, product portfolio and range, marketing and selling expertise, and distribution and logistics capabilities

Our aftermarket business includes multiple leading brands with strong product offerings. Our portfolio includes the industry’s most well-respected and enduring brands.

We will leverage our go-to-market model to build upon our brand strengths and grow our global aftermarket business by consistently delivering differentiated benefits, by growing our brand equity among our target end-customers, and by leveraging our broad product coverage and extensive distribution network. We are in an outstanding position to capitalize on aftermarket trends and expand in mature markets (e.g., North America, Europe, and Australia) as well as high-growth regions (i.e. China, South America, India, and Southeast and Northeast Asia). Important focus areas are enhancing our presence in high-growth markets; leveraging our portfolio and strong presence in suspension to expand our business globally; and diversifying outside of chassis with our sealing, engine and underhood products, as well as other components.

Continue to strengthen our aftermarket capabilities and product offerings in mature markets, including North America and Europe

The scale of our aftermarket business allows for strong distribution channels that significantly enhance our go-to-market capabilities across mature markets in North America and Europe. We continually rationalize our already strong distribution networks with the goal of improved customer service at a lower cost. This is achieved by continually harnessing and leveraging market intelligence and sharing information with our channel partners to drive best practices in go-to-market, manufacturing and distribution processes.

The North America and Europe go-to-market capabilities will be defined by positioning our distribution and installer partners for success. We believe this will require maintaining an extensive catalog of products to provide the ability to address customer requirements quickly and easily. Managing a large and complex catalog of products requires an understanding of the composition of the car parc within the regions including wear patterns, typical replacement rates based on weather, road quality, and average miles driven annually. These compositions differ significantly by region, which will affect the range and frequency of replacement part requirements. The understanding of these regional dynamics will help us provide the right parts when they are needed and achieve the industry’s best “Order to Delivery” times. We will continue to innovate product solutions that will be cost competitive and reliable, reduce install time, reduce the number of unique parts that installers need to inventory on-site, reduce the number of unique installer tools and equipment required, and improve installer safety.

In addition to having a comprehensive product offering, we also strive to maintain very close relationships with our customers and help position them for success. We have launched a series of “Tech First” initiatives to provide online, on demand, and onsite technical training and support to vehicle repair technicians who use and install our products in North America, Europe, and China and plan to expand into South America. This initiative included Garage Gurus™, a network of technical support centers that provide some of the most comprehensive training programs in the industry to educate our partners and customers with emerging vehicle technologies and vehicle repair operational skills. We believe it is key to our strategy to provide aftermarket parts that are simple to install and to make sure our customers have the resources to know how to install these parts properly. In having the right products and resources for our customers, we believe we will continue to be a preferred aftermarket supplier and continue to drive growth in the Americas and emerging economic areas.

Increase aftermarket position in high-growth regions, notably in Asia Pacific

The Asia Pacific region, particularly the high-growth markets of China and India, presents a significant opportunity for us to expand our business. We have made investments in distribution and in our sales force in both China and the rest of Asia to help

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drive growth in this increasingly important region. We must take into account the different operational requirements in Asia Pacific in order to drive aftermarket growth in this region.

The Asia Pacific light vehicle and commercial vehicle aftermarket industry is fragmented with a large number of small distributors and installers that require different strategies and solutions than more mature consolidated markets. Distribution in smaller volumes will require us to have a hub and spoke warehousing approach to compete on the basis of optimal “Order to Delivery” timeliness while maintaining a broad range of products.

Additionally, buying online is the preferred purchase method for many smaller distribution and installer partners. The sophistication of the existing online marketplaces in Asia Pacific will require us to develop adaptive and flexible omnichannel tools in order to compete effectively. We believe that developing a competitive online platform for our Asia Pacific customers will be the foundation for us to build a digital platform that will improve our competitiveness globally.

Critical Accounting Estimates

Refer to our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 2, 2020.

Non-GAAP Measures

We use EBITDA including noncontrolling interests as the key performance measure of segment profitability and uses the measure in its financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with US GAAP and should not be considered an alternative to net income. EBITDA including noncontrolling interests, as determined and measured by us, should not be compared to similarly titled measures reported by other companies.

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RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2020 compared to the Three Months Ended March 31, 2019

Consolidated Results of Operations

The following table presents our condensed consolidated results of operations. The amounts for the three months ended March 31, 2019 below reflect the reclassifications to the prior period as discussed in Part I, Item I.

	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

(1) Percentages above denoted as "n/m" are not meaningful to present in the table.

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Revenues

Revenues decreased by $648 million, or 14%, as compared to the three months ended March 31, 2019. The net effect of acquisitions and divestitures decreased revenues by $45 million, or 1%. The remaining decrease in revenues was primarily driven by the unfavorable effects of lower sales volume and mix of $499 million, the unfavorable effects of foreign currency exchange of $97 million and net unfavorable effects of other of $7 million.

The table below reflects our consolidated revenues for the three months ended March 31, 2020 and 2019 (amounts in millions):

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

Cost of Sales

Cost of sales decreased by $531 million, or 14%, as compared to the three months ended March 31, 2019. The net effect of acquisitions and divestitures decreased cost of sales by $36 million, or 1%. The remaining decrease in cost of sales was primarily driven by lower costs resulting from lower sales volume and unfavorable mix of $385 million, the unfavorable effects of materials sourcing of $24 million, and the unfavorable effect of foreign currency exchange of $89 million, offset by an increase in other costs of $3 million.

The table below reflects our consolidated cost of sales for the three months ended March 31, 2020 and 2019 (amounts in millions):

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

Selling, general, and administrative (SG&A)

SG&A decreased by $69 million to $249 million compared to $318 million for the three months ended March 31, 2019. The decreased was primarily due to $25 million lower acquisition and expected separation costs with the remainder due to cost reduction initiatives.

Depreciation and amortization

Depreciation and amortization increased by $2 million to $171 million compared to $169 million for the three months ended March 31, 2019.

Engineering, research, and development

Engineering, research, and development decreased by $15 million to $77 million compared to $92 million for the three months ended March 31, 2019. The decrease was due primarily to the effect of cost reduction initiatives.

Restructuring charges, net and asset impairments

Restructuring charges, net and asset impairments increased by $468 million to $484 million compared to $16 million for the three months ended March 31, 2019. The increase is primarily attributable to property, plant, and equipment asset impairments in the Ride Performance segment of $455 million and a $16 million impairment charge incurred on assets in the corporate component during the three months ended March 31, 2020. The remaining increase was partially offset by a $3 million reduction in severance and other charges. As a result of these asset impairments, depreciation expense is expected to decrease in future periods.

Goodwill and intangible impairment charges

There was a $267 million goodwill impairment charge and a $116 million intangible impairment recorded in the three months ended March 31, 2020 as compared to $60 million goodwill impairment charge in the three months ended March 31, 2019.

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Non-service pension and postretirement benefit costs (credits)

Non-service pension and postretirement benefit costs (credits) increased by $3 million to a net credit of $1 million for the three months ended March 31, 2020 as compared to a net cost of $2 million for the three months ended March 31, 2019. The change was primarily attributable to a decrease in the discount rate, which was partially offset by a decrease in the long-term rate of return and higher amortization.

Equity in (earnings) losses of nonconsolidated affiliates, net of tax

Equity in (earnings) losses of nonconsolidated affiliates, net of tax decreased by $3 million as compared to the three months ended March 31, 2019. The decrease is primarily attributable to the equity in earnings of nonconsolidated affiliates located in China and Korea.

Other expense (income), net

Other income, net increased by $5 million as compared to the three months ended March 31, 2019.

Interest expense

Interest expense decreased by $6 million as compared to the three months ended March 31, 2019. The decrease was primarily attributable to lower interest rates on our variable rate debt. Interest expense includes financing charges on sales of accounts receivable, which decreased by $2 million as compared to the three months ended March 31, 2019. As a result of the amended credit agreement, interest expense is expected to increase in future periods.

Income tax expense (benefit)

Income tax benefit increased by $94 million in the three months ended March 31, 2019 as compared to no income tax expense (benefit) in the three months ended March 31, 2019. The change was primarily attributable to the goodwill and intangible impairment charges and property, plant, and equipment asset impairment charges recognized for the three months ended March 31, 2020.

Net income (loss)

Net loss increased by $721 million to $826 million for the three months ended March 31, 2020 as compared to $105 million for the three months ended March 31, 2019, as result of the aforementioned items.

Earnings (loss) before interest expense, income taxes, noncontrolling interests, and depreciation and amortization (“EBITDA including noncontrolling interests”)

The following table presents the reconciliation from EBITDA including noncontrolling interests to net income (loss) for the three months ended March 31, 2020 and 2019 ($ in millions):

	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	)

See "Segment Results of Operations" for further information on EBITDA including noncontrolling interests.

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Segment Results of Operations

Overview of Net Sales and Operating Revenues

Our Clean Air segment has substrate sales. Substrates are porous ceramic filters coated with a catalyst - typically, precious metals such as platinum, palladium and rhodium. We do not manufacture substrates, as they are supplied to us by Tier 2 suppliers generally as directed by our OE customers. We generally earn a small margin on these components of the system. These substrate components have been increasing as a percentage of our revenue as the need for more sophisticated emission control solutions increases to meet more stringent environmental regulations, and as we capture more diesel aftertreatment business. While these substrates dilute our gross margin percentage, they are a necessary component of an emission control system.

Our value-add content in an emission control system includes designing the system to meet environmental regulations through integration of the substrates into the system, maximizing use of thermal energy to heat up the catalyst quickly, efficiently managing airflow to reduce back pressure as the exhaust stream moves past the catalyst, managing the expansion and contraction of the emission control system components due to temperature extremes experienced by an emission control system, using advanced acoustic engineering tools to design the desired exhaust sound, minimizing the opportunity for the fragile components of the substrate to be damaged when we integrate it into the emission control system and reducing unwanted noise, vibration and harshness transmitted through the emission control system.

We disclose substrate sales amounts because we believe investors utilize this information to understand the effect of this portion of our revenues on our overall business and because it removes the effect of potentially volatile precious metals pricing from our revenues. While our OE customers generally assume the risk of precious metals pricing volatility, it affects our reported revenues.

The table below reflects our segment revenues for the three months ended March 31, 2020 and 2019 (amounts in millions):

	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

Segment Revenue

Clean Air

Clean Air revenue decreased $234 million, or 13%, as compared to the three months ended March 31, 2019. Lower light vehicle and off-highway and other vehicle revenues contributed $188 million to the decrease, foreign currency exchange had a $35 million unfavorable effect on Clean Air revenue, while other unfavorable effects decreased revenue by $11 million.

Powertrain

Powertrain revenue decreased $178 million, or 15%, as compared to the three months ended March 31, 2019. Lower light vehicle, commercial truck, industrial, off-highway and other vehicle revenue contributed $145 million to the decrease, foreign currency exchange had a $26 million unfavorable effect on Powertrain revenue, while other unfavorable effects decreased revenue by $7 million.

Ride Performance

Ride Performance revenue decreased $145 million, or 20%, as compared to the three months ended March 31, 2019. Lower light vehicle, commercial truck and off-highway and other vehicle revenues contributed $106 million to the decrease, as well as a decrease in revenues from divestitures of $19 million, foreign currency exchange had a $17 million unfavorable effect on Ride Performance revenue, while other unfavorable effects decreased revenue by $3 million.

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Motorparts

Motorparts revenue decreased $91 million, or 11%, as compared to the three months ended March 31, 2019. Lower volume contributed $60 million to the decrease, as well as a decrease in revenues from divestitures of $26 million, and foreign currency exchange had a $19 million unfavorable effect on Motorparts revenues. The unfavorable effects were partially offset by other net favorable effects of $14 million.

Earnings (loss) before interest expense, income taxes, noncontrolling interests, and depreciation and amortization (“EBITDA including noncontrolling interests”)

The following table presents the EBITDA including noncontrolling interests by segment for the three months ended March 31, 2020 and 2019 (amounts in millions):

	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	)

Clean Air

Clean Air EBITDA including noncontrolling interests decreased $32 million as compared to the three months ended March 31, 2019. The decrease is primarily attributable to lower volume and unfavorable mix, partially offset by improved operating efficiencies.

Powertrain

Powertrain EBITDA including noncontrolling interests decreased $183 million as compared to the three months ended March 31, 2019. The decrease is primarily attributable to a goodwill impairment charge in the amount of $160 million and lower volume, partially offset by lower selling, general, and administrative costs during the three months ended March 31, 2020 compared to the same period of 2019.

Ride Performance

Ride Performance EBITDA including noncontrolling interests decreased $532 million as compared to the three months ended March 31, 2019. The decrease is primarily attributable to asset impairment charges of $455 million, and goodwill and intangible impairment charges of $113 million recognized during the three months ended March 31, 2020 as compared to a goodwill impairment charge in the amount of $60 million recognized during the three months ended March 31, 2019. Also contributing to the decrease is lower volume and unfavorable mix, partially offset by lower selling, general, and administrative costs.

Motorparts

Motorparts EBITDA including noncontrolling interests decreased $85 million compared to the three months ended March 31, 2019. The decrease is primarily attributable to goodwill and intangible impairment charges in the amount of $110 million recognized in the three months ended March 31, 2020. Also contributing to the decrease is lower volume and unfavorable mix, partially offset by lower selling, general, and administrative costs.

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The EBITDA including noncontrolling interests results shown in the preceding table include the following items, certain of which may have an effect on the comparability of EBITDA including noncontrolling interests results between periods (amounts in millions):

	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

(1) Costs related to the Acquisitions and expected separation.

	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

(1) Cost to achieve synergies related to the Acquisitions.

(2) The Ride Performance segment includes $8 million of other charges for the three-month period ended March 31, 2019.

(3) Costs related to cost reduction initiatives.

(4) Costs related to the Acquisitions and expected separation.

(5) Change due to process harmonization.

(6) This primarily relates to non-cash charge to cost of goods sold for the amortization of the inventory fair value step-up recorded as part of the Federal-Mogul Acquisition.

(7) Post segment reorganization impairment of goodwill.

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Liquidity and Capital Resources

Liquidity and Financing Arrangements

The COVID-19 global pandemic has negatively affected the global economy, disrupted global supply chains, and created extreme volatility and disruptions to capital and credit markets in the global financial markets. We believe our liquidity position continues to be adequate. However, with the recent economic downturn related to COVID-19, we expect to see lower revenue and lower earnings, putting pressure on our liquidity position. In addition, while we have not yet seen significant effects, we expect we may see more customers looking for longer payment terms, customers asking to defer payments, and vendors looking for improved payment terms. We expect that, as customer demand returns, we will face periods where payments are due to our suppliers relating to existing and additional inventories needed to support renewed production before we have generated new receivables from customers from that renewed production.

We have implemented a range of actions aimed at temporarily reducing costs and preserving liquidity in response to the effects and anticipated effects to our business resulting from COVID-19. These measures include:

• 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.

At March 31, 2020, we are in compliance with all financial covenants under the credit agreement. Prior to the outbreak of the COVID-19 global pandemic, we believed we had the ability to comply with these financial covenants. There are many uncertainties related to COVID-19 that could negatively affect our results of operations, financial position, and cash flows. After considering the effect of COVID-19 on our 2020 forecast, we determined it was likely we would not be able to maintain compliance with our financial covenants, as required by our credit agreement. As a result, on May 5, 2020, we entered into a third amendment to our credit agreement to increase the maximum leverage ratio and decrease the minimum interest coverage ratio. The amendment is discussed in more detail below.

We believe cash flows from operations, combined with our cash on hand, will be sufficient to meet our future capital requirements, including debt amortization, capital expenditures, pension contributions, and other operational requirements, for the following year based on our current estimates and forecasts. We believe we will maintain compliance with the new financial ratios set forth in the amended credit agreement. However, our ability to meet the financial covenants depends upon a number of operational and economic factors, including the effects of COVID-19, many of which are beyond our control. In the event we are unable to meet these financial covenants, we would consider several options to meet our cash flow needs. Such actions include additional restructuring initiatives and other cost reductions, sales of assets, reductions to working capital and capital spending, issuance of equity, and other alternatives to enhance our financial and operating position.

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Credit Facilities

The table below shows our borrowing capacity on committed credit facilities at March 31, 2020 ($ in billions):

	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.

We also have $69 million of outstanding letters of credit under our uncommitted facilities at March 31, 2020.

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.

Term Loans

We 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”), by the second amendment, dated February 14, 2020 (the “Second Amendment”), and by the third amendment, dated May 5, 2020 (the "Third 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"). We paid $8 million in one-time fees in connection with the First Amendment and Second Amendment, and $10 million in one-time fees in connection with the Third Amendment.

New Credit Facility — Interest Rates and Fees

At March 31, 2020, before giving effect to the Third Amendment, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was LIBOR plus 2.00% and will remain at LIBOR plus 2.00% for each relevant period for which our consolidated net leverage ratio (as defined by the New Credit Facility) is equal to or greater than 3.0 to 1. The interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step-downs as follows:

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%

The Third Amendment provides for an increase to the margin applicable to borrowings under the revolving credit facility and the Term Loan A facility at certain leverage levels as set forth below as one of several conditions for obtaining less restrictive financial maintenance covenants described below under New Credit Facility — Other Terms and Conditions:

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%

Initially, and so long as our 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

52

longer outstanding and we, and our subsidiaries, have no other secured indebtedness (with certain exceptions set forth in the New Credit Facility), and upon us 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%.

New Credit Facility — Other Terms and Conditions — Before giving effect to the Third Amendment, the New Credit Facility also contained two financial maintenance covenants for the revolving credit facility and the Term Loan A facility including (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, with step-downs, as follows: 

(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

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 Third Amendment, we must comply with certain less restrictive financial maintenance covenants for the revolving credit facility and the Term Loan A facility. The financial maintenance covenants are subject to several covenant reset triggers (“Covenant Reset Triggers”) that limit certain activities of ours by implementing more restrictive affirmative and negative covenants. If a Covenant Reset Trigger occurs, the financial maintenance covenants revert back to the financial maintenance covenants in effect immediately prior to the Third Amendment (and described above) (the “Prior Financial Covenants”). The financial maintenance covenants include (i) a requirement to have a senior secured leverage ratio (as defined in the New Credit Facility), with step-downs, as detailed in the table below; (ii) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility), with step-downs, as follows:

(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

and (iii) 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 as of March 31, 2020, 2.00 to 1 as of June 30, 2020, 1.50 to 1 through March 31, 2021, and 2.75 to 1 thereafter.

We may make a one-time election to revert back to the Prior Financial Covenants and terminate the Covenant Reset Triggers upon delivery of a covenant reset certificate that attests to compliance with the Prior Financial Covenants as of the end of the relevant fiscal period (“Covenant Reset Certificate”). See Note 10, Debt and Other Financing Arrangements included in Part I, Item I for additional details.

After giving effect to the Third Amendment, so long as no default exists under its New Credit Facility, we would be permitted to (i) make regularly scheduled interest and principal payments as and when due in respect of the Senior Unsecured Notes, (ii) refinance the Senior Unsecured Notes with the net cash proceeds of permitted refinancing indebtedness (as defined in the New Credit Facility); (iii) make payments in respect of the Senior Unsecured Notes in an amount equal to the net cash proceeds of qualified capital stock (as defined in the New Credit Facility) issued after May 5, 2020; (iv) convert any Senior Unsecured Notes into qualified capital stock issued after May 5, 2020; and (v) make additional payments of the Senior Unsecured Notes provided that after giving effect to such additional payments the consolidated leverage ratio would be equal to or less than 2.00 to 1 after giving effect to such additional payments. The foregoing limitations regarding repayment and refinancing of the Senior Unsecured Notes and such incremental equivalent debt apply from the effectiveness of the Third Amendment until delivery of a Covenant Reset Certificate.

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The covenants in the New Credit Facility generally prohibit us from repaying certain subordinated indebtedness. So long as no default exists, we 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.

Such additional payments on subordinated indebtedness (x) will not 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 we fail to comply with the terms of the New Credit Facility or if other customary events occur.

The financial ratios required under the New Credit Facility and the actual ratios we calculated as of March 31, 2020 for the first quarter of 2020, are as follows: leverage ratio of 3.98 actual versus 4.50 (maximum) required; and interest coverage ratio of 4.80 actual versus 2.75 (minimum) required.

Senior Notes

We have 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"). We have outstanding 5.000% euro denominated fixed rate notes which are due July 15, 2024 ("5.000% Euro Fixed Rate Notes"), 4.875% euro denominated fixed rate notes due April 15, 2022 ("4.875% Euro Fixed Rate Notes"), and floating rate notes due April 15, 2024 ("Euro Floating Rate Notes", together with the 5.000% Euro Fixed Rate Notes and the 4.875% Euro Fixed Notes, the "Senior Secured Notes").

Senior Unsecured Notes and Senior Secured Notes — Other Terms and Conditions — The Senior Unsecured Notes and Senior Secured Notes contain covenants that will, among other things, limit our ability to create liens and enter into sale and leaseback transactions. In addition, the Senior Secured Notes and 2024 Senior Unsecured Notes also require, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, our consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00, as well as containing restrictions on its operations, including limitations on: (i) incurring additional indebtedness; (ii) paying dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) mergers and consolidations.

Subject to limited exceptions, all of our 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 our Senior Notes to make distributions to us.

Accounts Receivable Securitization and Factoring

On-Balance Sheet Arrangements

We have securitization programs for some of our accounts receivable, with limited recourse provisions. Borrowings on these securitization programs, which are recorded in short-term debt, at March 31, 2020 and December 31, 2019 are as follows (amounts in millions):

	March 31, 2020		December 31, 2019
Borrowings on securitization programs	$	8	$	4

Off-Balance Sheet Arrangements

We have an accounts receivable factoring program in the U.S. with a commercial bank. Under this program we sell receivables from certain of our U.S. OE customers at a rate that is favorable versus our senior credit facility. This arrangement is uncommitted and provides for cancellation by the commercial bank with no less than 30 days prior written notice. In addition, we have two other receivable factoring programs in the U.S. with commercial banks under which we sell receivables from certain of our aftermarket customers to whom we have extended payment terms. Both arrangements are uncommitted and may be terminated with 10 days prior notice for one program and 30 days prior notice for the other program.

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We also have subsidiaries in several countries in Europe that are parties to accounts receivable factoring facilities. The commitments for these arrangements are generally for one year, but some may be canceled with notice 90 days prior to renewal. In some instances, the arrangement provides for cancellation by the applicable financial institution at any time upon notification. Certain of these programs in Europe include deferred purchase price arrangements.

These programs provide us with access to cash at costs that are generally favorable to alternative sources of financing and allow us to reduce borrowings under our revolving credit agreement. If we were not able to factor receivables under these programs, our borrowings under our revolving credit agreement might increase, although this could be partially mitigated by exercising our right to shorten payment terms with certain of the aftermarket customers whose receivables we sell under the U.S. factoring programs in the event that those factoring programs are terminated.

In the U.S and Canada, we participate in supply chain financing programs with certain of our aftermarket customers to whom we have extended payment terms whereby the accounts receivable are satisfied through the early receipt of negotiable financial instruments that are payable at a later date when payments from our customers are due. We sell these financial instruments before their maturity date to various financial institutions at a discount.

If these supply chain financing programs were terminated or the financial institutions that currently participate in these programs were to reduce their purchases of drafts, our borrowings under our revolving credit agreement might increase, although this could be partially mitigated by exercising our right to shorten payment terms with certain of the aftermarket customers whose drafts we sell under the U.S. and Canadian programs in the event that those programs are terminated or otherwise reduced.

The accounts receivables under the programs described above are transferred in their entirety to the acquiring entities and are accounted for as a sale. 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. We are the servicer of the receivables under some of these arrangements and are responsible for performing all accounts receivable administration functions. Where we receive 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 $1.1 billion and $1.0 billion at March 31, 2020 and December 31, 2019. In addition, the deferred purchase price receivable was $37 million and $33 million at March 31, 2020 and December 31, 2019.

Proceeds from the factoring of accounts receivable qualifying as sales and drafting programs was $1.2 billion for both the three months ended March 31, 2020 and 2019.

Financing charges associated with the factoring of receivables are as follows (amounts in millions):

	Three Months Ended March 31,
	2020		2019
Loss on sale of receivables(a)	$	6	$	8

^(a) Amount is included in "Interest expense" in the condensed consolidated statements of income (loss).

Supply Chain Financing

Certain of our suppliers participate in supply chain financing programs under which they securitize their accounts receivables from us. Financial institutions participate in the supply chain financing program on an uncommitted basis and can cease purchasing receivables or drafts from our suppliers at any time. We are in the process of winding down these programs and expect to end them by the end of 2020.

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Cash Flows

Operating Activities

Operating activities for the three months ended March 31, 2020 and 2019 were as follows (amounts in millions):

	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	)

Cash used by operations for the three months ended March 31, 2020 was $152 million an increase of $2 million compared to the three months ended March 31, 2019. The activity was the result of:

• 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.

Investing Activities

Investing activities for the three months ended March 31, 2020 and 2019 were as follows (amounts in millions):

	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	)

Cash used by investing activities for the three months ended March 31, 2020 decreased due to a decrease in cash payments for property, plant, and equipment and no cash payments for acquisitions.

Cash payments for property, plant, and equipment were $137 million and $210 million for the three months ended March 31, 2020 and 2019.

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Financing Activities

Financing activities for the three months ended March 31, 2020 and 2019 were as follows (amounts in millions):

	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

Cash flow provided by financing activities was $483 million for the three months ended March 31, 2020. This included net repayments on term loans of $17 million and net borrowings on revolving lines of credit of $502 million.

Cash flow provided by financing activities was $75 million for the three months ended March 31, 2019. This included net repayments on term loans of $36 million, net repayments on revolving lines of credit of 138 million.

Dividends on Common Stock

We did not pay a dividend during the three months ended March 31, 2020. This was a decrease of $20 million as compared to the three months ended March 31, 2019, due to the suspension of the dividend program in the second quarter 2019.

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Supplemental Guarantor Financial Information

Basis of Presentation

Substantially all of the Company's existing and future material domestic 100% owned subsidiaries (which are referred to as the "Guarantor Subsidiaries") fully and unconditionally guarantee its senior notes on a joint and several basis. However, a subsidiary’s guarantee may be released in certain customary circumstances such as a sale of the subsidiary or all or substantially all of its assets in accordance with the indenture applicable to the notes. The Guarantor Subsidiaries are combined in the presentation below.

Summarized Financial Information

The following tables present summarized financial information for the Parent and the Guarantors on a combined basis after the elimination of (a) intercompany transactions and balances among the Parent and the Guarantors and (b) the equity in earnings from and investments in any subsidiary that is a Nonguarantor:

Income Statements

	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	)

Balance Sheets

	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

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Environmental Matters, Legal Proceedings and Product Warranties

Note 13, Commitments and Contingencies in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain global market risks, including foreign currency exchange risk, commodity price risk, interest rate risk

associated with our debt, and equity price risk associated with our share-based compensation awards.

Foreign Currency Exchange Rate Risk

We manufacture and sell our products in North America, South America, Asia, Europe, and Africa. As a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which we manufacture and sell our products. We generally try to use natural hedges within our foreign currency activities, including the matching of revenues and costs, to minimize foreign currency risk. Where natural hedges are not in place, we consider managing certain aspects of our foreign currency activities and larger transactions through the use of foreign currency options or forward contracts. Principal currencies hedged have historically included the U.S. dollar, euro, British pound, Polish zloty, Singapore dollar, Thailand bhat, South African rand, Mexican peso, and Canadian dollar.

Foreign Currency Forward Contracts

We enter into foreign currency forward purchase and sale contracts to mitigate our exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. In managing our foreign currency exposures, we identify and aggregate existing offsetting positions and then hedge residual exposures through third-party derivative contracts. The gain or loss on these contracts is recorded as foreign currency gains (losses) within cost of sales in the condensed consolidated statements of income (loss). The fair value of foreign currency forward contracts are recorded in prepayments and other current assets in the condensed consolidated balance sheets. The fair value of the Company's foreign currency forward contracts was a net liability position of $1 million and an asset position of less than $1 million at March 31, 2020 and December 31, 2019.

The following table summarizes by position the notional amounts for foreign currency forward contracts at March 31, 2020 (all of which mature in 2019):

	Notional Amount
Long position	$	52
Short position	$	(53	)

Interest Rate Risk

Our financial instruments that are sensitive to market risk for changes in interest rates are primarily our debt securities. We use our revolving credit facility to finance our short-term and long-term capital requirements. We pay a current market rate of interest on these borrowings. Our long-term capital requirements have been financed with long-term debt with original maturity dates ranging from five to ten years. On March 31, 2020, we had $1.6 billion par value of fixed rate debt and $3.6 billion par value of floating rate debt. Of the fixed rate debt, $458 million is fixed through 2022, $611 million is fixed through 2024, and $500 million is fixed through 2026. We also had $3.6 billion of principal amounts in long-term debt obligations that are subject to variable interest rates. For more detailed explanations on our debt structure and senior credit facility refer to “Liquidity and Capital Resources” earlier in this Management’s Discussion and Analysis and Note 10, Debt and Other Financing Arrangements in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q.

We estimate that the fair value of our long-term debt at March 31, 2020 was about 79% percent of its book value. A one percentage point increase or decrease in interest rates related to our variable interest rate debt would increase or decrease the annual interest expense we recognize in the income statement and the cash we pay for interest expense by about $58 million.

Equity Prices

We selectively use swaps to reduce market risk associated with our equity-based deferred compensation liabilities, which increase as our stock price increases and decrease as our stock price decreases. We have entered into a cash-settled share swap agreement that moves in the opposite direction of these liabilities, allowing us to fix a portion of the liabilities at a stated amount. At March 31, 2020, we hedged our deferred compensation liabilities related to approximately 1,350,000 common share equivalents, an increase of 750,000 common share equivalents from December 31, 2019. In the first quarter of 2020, we entered into an S&P 500 index fund ETF swap agreement in order to further reduce market risk associated with our deferred compensation liabilities. This agreement will act as a natural hedge offsetting an equivalent amount of indexed investments in our deferred compensation plans. The fair value of these swap agreements was a net liability position of $2 million and $1 million at March 31, 2020 and December 31, 2019, which is recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

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ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), as the end of the quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weakness in our internal control over financial reporting previously identified and described more fully under Item 9A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s disclosure controls and procedures were not effective as of March 31, 2020 to ensure information required to be disclosed by our Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

Internal Controls Surrounding the North America Motorparts business

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously identified and described more fully under Item 9A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company identified a deficiency within its North America Motorparts business that constitutes a material weakness, as it did not maintain a sufficient complement of resources in the North America Motorparts business to ensure that appropriate controls were designed, maintained and executed, including controls over account reconciliations and manual journal entries, related to the integration of a previously acquired entity within the North America Motorparts business. The material weakness continued to exist as of the end of the period covered by this Quarterly Report.

The material weakness did not result in any material misstatements of the Company’s financial statements or disclosures but did result in out-of-period adjustments during the quarter ended December 31, 2019. Additionally, this material weakness could result in the misstatement of relevant account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan for Material Weakness in Internal Control over Financial Reporting

The Company continues to take action on the remediation plan more fully described under Item 9A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. While the Company is moving forward with these remediation activities, additional work needs to be done in this area. Accordingly, we concluded that this material weakness had not yet been remediated as of March 31, 2020.

We will continue to monitor the effectiveness of these and other processes, procedures and controls and make any further changes management determines appropriate.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Note 13, Commitments and Contingencies, in our condensed consolidated financial statements located in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

ITEM 1A.RISK FACTORS

We are exposed to certain risks and uncertainties that could have a material adverse effect on our business, financial condition and operating results. Except as set forth below, there have been no material changes to the Risk Factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The risks described herein or in our Annual Report on Form 10-K are not the only risks facing us. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the effect such risk factors might have on our business, financial condition and operating results, or the extent to which any such risk factor or combination of risk factors may affect our business, financial condition and operating results.

The novel coronavirus (COVID-19) global pandemic has had and is expected to continue to have an adverse effect on our business and results of operations.

In late 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, reductions in revenue, and delays in payments from customers and partners, have led to an economic downturn in many of our markets. As a result of COVID-19, and in response to government mandates or recommendations, as well as decisions made to protect the health and safety of employees, consumers and communities, we and our customers have experienced significant closures and instances of reduced operations. Additionally, we have closed many of our corporate office and other facilities and have implemented a work from home policy for many corporate employees which may negatively impact productivity and cause other disruptions to our business.

The uncertainties created by the COVID-19 global pandemic, including the severity and duration of the outbreak and additional actions that may be taken by governmental authorities make it is difficult to forecast the effects of the virus on the Company’s future results, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame. However, we currently expect COVID-19 to affect revenue for the quarter ended June 30, 2020 more significantly than it has affected the quarter ended March 31, 2020, primarily as a result of the increasing number of markets impacted. Additionally, it is possible that we may experience supply chain disruptions as well as labor shortages as a result of COVID-19, further disrupting operations and impacting revenues negatively.

To the extent the COVID-19 global pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this ‘‘Risk Factors’’ section or to the “Risk Factors” described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, our ability to comply with the covenants contained in the agreements that govern our indebtedness and to have access to sufficient liquidity through the COVID-19 pandemic, decreased revenue from loss of customer market share, and working capital requirements.

We may not be able to fully utilize our net operating loss and other tax carryforwards.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. A corporation generally experiences an “ownership change” if the percentage of its shares of stock owned by its “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our tax attributes is materially limited, it would harm our future operating results by effectively increasing our future tax obligations.

In April 2020, our Board of Directors approved a Section 382 Rights Agreement (the “Section 382 Rights Plan”), which may cause substantial dilution to a person or group that attempts to acquire 4.9% or more of the Company’s Class A Voting Common Stock on terms not approved by our Board of Directors. The purpose of the Rights Plan is to protect value by preserving the Company’s ability to use certain of its tax attributes to offset potential future income taxes. Although the Section 382 Rights Plan is intended to reduce the likelihood of an “ownership change” that could adversely affect utilization of our tax assets, there is no assurance that the Section 382 Rights Plan will prevent all transfers that could result in such an

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“ownership change.” The Section 382 Rights Plan could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a large block of our Class A Voting Common Stock. A third party that acquires in excess of 4.9% or more of our Class A Voting Common Stock could suffer substantial dilution of its ownership interest under the terms of the Section 382 Rights Plan. This may adversely affect the marketability of our Class A Voting Common Stock by discouraging existing or potential investors from acquiring our stock or additional shares of our stock.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) Not applicable.

(c) Purchase of equity securities by the issuer and affiliated purchasers. The following table provides information relating to our purchase of shares of our common stock in the first quarter of 2020. These purchases reflect shares withheld upon vesting of restricted stock for tax withholding obligations. We generally intend to continue to satisfy tax withholding obligations in connection with the vesting of outstanding restricted stock through the withholding of shares.

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.

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ITEM 6.EXHIBITS

INDEX TO EXHIBITS

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED MARCH 31, 2020

Exhibit Number		Description
4.1	—	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).
4.2	—	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).
4.3	—	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).
10.1	—	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).
10.2	—	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).
10.3	—	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).
10.4	—	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.

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*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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Tenneco Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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)

Dated: May 11, 2020

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EX-10.5

Exhibit 10.5

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “Agreement”) is made by and between Tenneco Inc. (“Tenneco”), on its behalf and on behalf of its direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization, including without limitation, whenever applicable Tenneco Automotive Operating Company Inc. (collectively the “Employer Entities”), and Roger J. Wood (“Employee”). Tenneco and Employee are referred to individually as a “Party” and collectively as the “Parties.” For convenience, Tenneco is sometimes referred to herein as “Employer” when referring to Employee’s employment relationship to Tenneco and the Employer Entities.

WHEREAS, Employer has employed Employee as an at-will employee pursuant to an offer letter datedJuly 20, 2018;

WHEREAS, Employer has streamlined its leadership structure, as part of a broader plan to accelerate the reduction of operational costs, improve cash flow performance, and reduce leverage; and

WHEREAS, Employee and Employer want to amicably provide for the orderly termination of Employee’s employment and for the waiver, release, and discharge of any claims, including claims arising out of Employee’s employment and the termination of Employee’s employment.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements contained in this Agreement, Employee and Employer agree as follows:

1.Effective January 7, 2020 (the “Termination Date”), Employee’s employment and all offices and positions Employee holds with the Employer Entities shall terminate.

2.Subject to Employee’s signing this Agreement no later than March 20, 2020 (which date is at least forty-five (45) days after Employee received it) AND not revoking it during the seven-day period after signing it, Employer shall (or shall cause another applicable Employer Entity to) make the payments and provide the benefits described in Schedule A attached to this Agreement. In order to receive any of the payments set forth in Schedule A, Employee also must provide, in the manner and form and at the time required by Employer, written resignation of his positions as an officer and director of Employer and its affiliates and Employee represents that he has done so as of the Termination Date. The payments and benefits will be subject to any and all applicable withholding and other employment taxes. Employee acknowledges and agrees that the payments and benefits specified in this Agreement, including Schedule A, are in full and complete satisfaction of any and all liabilities or obligations any of the Employer Entities has or may have to Employee, including but not limited to any and all Employer obligations of the Employer Entities to Employee for salary, severance pay, bonuses, holiday pay, vacation pay, equity and equity-based awards, medical coverage, dental coverage, life insurance, any other benefits, and any other claims for payment not specifically mentioned in this Agreement, and that the payments and benefits specified in this Agreement, including Schedule A, exceed in value any payments and benefits to which Employee may be already entitled. The consideration set forth in this Agreement is not otherwise due to Employee without Employee’s agreeing to the terms of this Agreement. Employer will provide such consideration to Employee in exchange for Employee’s promises and covenants in this Agreement.

3.(a)IN EXCHANGE FOR THE CONSIDERATION STATED IN THIS AGREEMENT, EMPLOYEE HEREBY RELEASES AND FOREVER DISCHARGES ANY EMPLOYER ENTITY, ANY PREDECESSOR, SUCCESSOR, JOINT VENTURE AND PARENT OF ANY EMPLOYER ENTITY, AND ANY AND ALL OF THEIR RESPECTIVE PAST OR PRESENT OFFICERS, DIRECTORS, PARTNERS,

INSURERS, AGENTS, ATTORNEYS, EMPLOYEES, TRUSTEES, ADMINISTRATORS, AND FIDUCIARIES (ALL COLLECTIVELY, THE “RELEASED PARTIES”), FROM ANY AND ALL MANNER OF ACTIONS, CAUSES OF ACTIONS, DEMANDS, CLAIMS, AGREEMENTS, PROMISES, DEBTS, LAWSUITS, LIABILITIES, RIGHTS, DUES, CONTROVERSIES, COSTS, EXPENSES, AND FEES (COLLECTIVELY, “CLAIMS”), WHETHER ARISING IN CONTRACT, TORT, OR ANY OTHER THEORY OF ACTION, WHETHER ARISING IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, CHOATE OR INCHOATE, MATURED OR UNMATURED, CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNACCRUED, ASSERTED OR UNASSERTED, FROM THE BEGINNING OF TIME UP TO THE DATE EMPLOYEE EXECUTES THIS AGREEMENT, EXCEPT FOR THOSE OBLIGATIONS CREATED BY OR ARISING OUT OF THIS AGREEMENT AND THOSE OBLIGATIONS SPECIFICALLY EXCLUDED UNDER THIS AGREEMENT. EMPLOYEE EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE OR RULE OF LAW WHICH, IF APPLIED TO THIS AGREEMENT, WOULD OTHERWISE PRECLUDE FROM ITS BINDING EFFECT ANY CLAIM AGAINST ANY RELEASED PARTY NOT NOW KNOWN BY EMPLOYEE TO EXIST, INCLUDING, IF EMPLOYEE LIVES IN CALIFORNIA, ANY BENEFIT UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH STATES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. EXCEPT AS NECESSARY FOR EMPLOYEE TO ENFORCE THIS AGREEMENT OR AS EXCLUDED UNDER THIS AGREEMENT, THIS AGREEMENT IS INTENDED TO BE A GENERAL RELEASE THAT EXTINGUISHES ALL CLAIMS AGAINST ANY RELEASED PARTY. EMPLOYEEIS NOT, HOWEVER, WAIVING ANY RIGHT OR CLAIM THAT MAY ARISE AFTER THE DATE THIS AGREEMENT IS EXECUTED.

(b)Without in any way limiting the generality of the foregoing, this Agreement constitutes a full release and disclaimer of any and all Claims arising out of or relating in any way to Employee’s employment, continued employment, retirement, resignation, or termination of employment with the Employer Entities, whether arising under or out of a statute including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), the Family and Medical Leave Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Americans With Disabilities Act, and any county, municipal, and any other federal, state, or local statute, ordinance, or regulation, all as may be amended from time to time, or common law claims or causes of action relating to alleged discrimination, breach of contract or public policy, wrongful or retaliatory discharge, tortious action, inaction, or interference of any sort, defamation, libel, slander, personal or business injury, including attorneys’ fees and costs, and all claims for salary, bonus, vacation pay, and reimbursement of expenses, except as provided in this Agreement. Further, through this Agreement, Employee specifically releases the Released Parties from any and all claims arising out of or related to any employee handbooks, personnel manuals, or employment policies. The parties specifically agree that the release by Employee set forth in this Agreement is intended to be as broad in scope as possible under all applicable laws, and that, except as specifically set forth in this Agreement, Employee’s release includes the release of all claims arising out of or related in any way to Employee’s former employment with Employer.

(c)Employee is not releasing: (i) any right or claim that may arise after the date this Agreement is executed; (ii) any right or claim to vested retirement or savings benefits; and (iii) the Employer’s continuing obligation to indemnify, defend, and hold him harmless for his acts and omissions, whether as an employee, officer, or director, in accordance with applicable bylaws, resolutions, contracts, policies, statutory law, common law, and insurance policies.

(d)THE RELEASED PARTIES SIMILARLY RELEASE EMPLOYEE ON THE SAME TERMS AND TO THE SAME EXTENT THAT EMPLOYEE RELEASES THE RELEASED PARTIES IN THIS AGREEMENT, EXCEPT THAT THE RELEASED PARTIES ARE NOT RELEASING ANY CLAIM ARISING OUT OF EMPLOYEE’S INTENTIONAL AND MATERIAL BREACH OF FIDUCIARY DUTY OR APPLICABLE STATUTORY OR COMMON LAW.

4.Employee hereby further agrees that this release is given knowingly and voluntarily and acknowledges that:

i.this release is written in a manner understood by Employee;

ii.at or before the time Employee was given a copy of this release, Employee was informed (and is hereby informed) that Employee has up to forty-five (45) days following the date Employee received this release to consider it (extended to March 20, 2020, although Employee could choose to execute it before forty-five (45) days (as extended) after Employee’s receipt thereof);

iii.prior to executing this release, Employee had the opportunity to consider this release for at least a full forty-five (45) days after Employee’s receipt thereof (although Employee may have chosen to execute it before forty-five (45) days (as extended) after Employee’s receipt thereof);

iv.Employee has carefully read and fully understands all of the provisions of this release including the rights Employee is waiving and the terms and consequences of Employee’s execution of this release;

v.this release refers to and waives any and all rights or claims that Employee may have arising under the Age Discrimination in Employment Act, as amended;

vi.Employee has not waived any rights arising after the date of this release;

vii.Employee has received valuable consideration in exchange for the release in addition to amounts Employee is already entitled to receive;

viii.Employee knowingly, voluntarily, and in good faith agrees to all of the terms set forth in this release;

ix.Employee knowingly, voluntarily, and in good faith intends to be legally bound by this release and to waive the rights identified herein;

x.Employee has been advised (and hereby is advised) to consult with an attorney prior to executing this release; and

xi.prior to executing this release, Employee was informed (and hereby is informed) in writing that: (i) Employee has seven (7) days following the date on which Employee executes this release in which to revoke this release, (ii) this release will become effective, enforceable, and irrevocable on the eighth day after Employee executes this release, unless the Company receives Employee’s written revocation on or before the close of business on the seventh day after Employee executes this release, and (iii) if Employee revokes this release, it will not become effective or enforceable, and Employee will not receive any of the consideration set forth in the Agreement. Employee’s written revocation of this release pursuant to this Agreement must be sent via overnight mail and addressed to: Tenneco Inc., 500 N. Field Drive, Lake Forest, IL 60045, Attention: Brandon Smith, Senior Vice President, General Counsel and Corporate Secretary; and

xii.Employee has been advised in writing in a manner calculated to be understood by the average individual the class, unit, or group of individuals to which this offer was made; any eligibility factors and time limits applicable to this Agreement; the job titles and ages of all employees eligible or selected for the program; and the ages of all individuals in the same job classification or organizational unit who are not eligible or selected for the program. This information is included herein, attached hereto and made a part hereof as Schedule B. To the fullest extent legally permitted, and subject to Paragraph 8, Employee has specifically waived Employee’s right to any monetary recovery or injunctive relief in any lawsuit, including the right to any monetary recovery or injunctive relief in any lawsuit brought by any agency, entity, or person on Employee’s behalf, with respect to any claims released herein. Employee understands and agrees that by signing this Agreement, Employee does not waive future claims or the right to file against Employer a charge with or participate in any investigation by the Equal Employment Opportunity Commission or any comparable federal, state or local agency. However, subject to Paragraph 8, Employee waives and releases, to the fullest extent legally permissible, all entitlement to any form of personal relief arising from a charge Employee or others may file (excepting only any benefit or remedy to which Employee is or becomes entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act). Employee understands that this waiver and release of personal relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Employer agrees and acknowledges that Employee does not waive or release any claims or other matters that, by operation of law, Employee cannot waive or release unilaterally. Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein. Employee warrants that Employee is unaware of any other claim which may be asserted by Employee or any agency, entity, or person in connection with Employee’s employment with Employer or the termination thereof.

5.(a)Subject to Paragraph 8, neither Employee nor Employee’s spouse, attorneys, and financial advisors (collectively, the “Employee Affiliates”), nor anyone else on their behalf will disparage Employer or any other Employer Entity, or any of their directors, officers, employees, attorneys, or agents, except that, for the avoidance of doubt, neither this Paragraph nor any other provision of this Agreement shall be deemed to limit or preclude Employee from testifying truthfully either before any administrative agency or in response to any lawfully-issued subpoena.

(b)The officers (within the meaning of Section 16 of the Exchange Act) of the Employer and any other Employer Entity similarly agree that they will not disparage Employee to the same extent and on the same terms that the Employee Affiliates agree not to disparage the Employer Entities in the previous paragraph.

6.Employee acknowledges that the Employer Entities’ business and services are highly specialized and that the following information is not generally known, is highly confidential, and constitutes “Confidential Information”; trade secrets; proprietary technical and business information relating to any Employer Entity’s plans, analysis, or strategies concerning international or domestic acquisitions, possible acquisitions or new ventures; development plans or introduction plans for products or services; unannounced products or services; operation costs; pricing of products or services; research and development; personnel information; manufacturing processes; installation, service, and distribution procedures and processes; customer lists; any know-how relating to the design, manufacture, and marketing of the Employer Entities’ services and products, including components and parts thereof; non-public information acquired by Employee concerning the requirements and specifications of any Employer Entity’s agents, vendors, contractors, customers, and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers; and any other information which is sufficiently secret to derive

economic value from not being generally known. Employee agrees that he/she will not disclose to others any Confidential Information of the Employer (whether or not developed by the Employee) without the Employer’s prior written consent unless and until such information enters the public domain through no fault of Employee.

7.Employee represents that to the best of his knowledge he has returned to Employer all Confidential Information, notes, memoranda, records, documents, Employer manuals, credit cards, pass keys, computers, computer diskettes, thumb drives, external hard drives, office equipment, sales records and data, and all other information or property, no matter how produced, reproduced, or maintained, which is in Employee’s possession, that is used in or pertains to the business of Employer or any other Employer Entity, including but not limited to lists of customers, prices, marketing plans, and other confidential materials or information obtained by Employee in the course of Employee’s employment. Employee shall immediately return any such Confidential Information that he may later discover.

8.Nothing in any provision of this Agreement is intended to or shall be interpreted as prohibiting Employee from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation; provided, that Employee will use his/her reasonable best efforts to (1) disclose only information that is reasonably related to such possible violations or that is requested by such agency or entity, and (2) request that such agency or entity treat such information as confidential. Employee does not need the prior authorization from Employer to make any such reports or disclosures and is not required to notify Employer that Employee has made such reports or disclosures. This Agreement does not limit Employee’s right to receive an award for information provided to any governmental agency or entity. Further, 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made - (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the Parties to this Agreement have the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement or any other agreement between the Parties is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly permitted by 18 U.S.C. § 1833(b).

9.Notwithstanding any other provision of this Agreement, Employee, and Employee’s beneficiaries and eligible dependents as applicable, shall retain entitlement to: (i) any and all benefits to which Employee is entitled under the terms of any plan maintained or contributed to by an Employer Entity which is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended; (ii) any continuation of health or medical coverage at Employee’s, beneficiary’s, or dependent’s expense, to the extent required by the relevant provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (iii) reimbursement for business expenses properly incurred by Employee on behalf of Employer and timely submitted to Employer with proper supporting documentation no later than twenty (20) days after signing this Agreement.

10.Employee agrees to take reasonable steps to insure that any statements, writings, speeches, or comments that Employee may make, prepare, or deliver, be fully consistent with Employee’s covenants under this Agreement, and that any such statements, writings, speeches, or comments that in any way relate to any of the Employer Entities, or any of their attorneys, agents, employees, officers, or directors, or to Employee’s employment with Employer, will be accompanied by appropriate disclaimers indicating that Employee is not authorized to speak on behalf of or as a representative or agent of any Employer Entity, and

that any such statements, writings, speeches, or comments do not in any way necessarily reflect any Employer Entity’s positions. Nothing in this Paragraph or elsewhere in this Agreement is intended to or shall be interpreted to limit Employee’s ability to communicate with any administrative agency, or in response to a lawfully-issued subpoena, about the Employer Entities.

11.The parties acknowledge that any employment or contractual relationship between Employee and all Employer Entities will terminate by virtue of this Agreement, and that the parties have no future employment or contractual relationship other than the contractual relationship created by this Agreement.

12.Employee will cooperate with the Employer Entities and promptly provide thorough and accurate information and testimony voluntarily to or on behalf of any Employer Entity, regarding any investigation or court case initiated by or against any Employer Entity or by any government agency. Unless precluded by applicable law, Employee agrees not to disclose or to discuss with anyone who is not directing or assisting in any Employer Entity investigation or case, other than Employee’s attorney, the fact of or the subject matter of any investigation, except as required by law. The Employer Entity requesting information will attempt to work with Employee to arrange times that reasonably accommodate Employee, and such Employer Entity will reimburse Employee for reasonable commuting, parking, or other similar expenses.

13.This Agreement shall be binding upon and inure to the benefit of Employer and its successors and assigns, and Employee and Employee’s heirs, administrators, and executors, and any legal representative of the Parties. Each of the Released Parties is an intended third-party beneficiary of this Agreement. This Agreement is not assignable by Employee.

14.The Parties warrant that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that they are entering into this Agreement without any threat or coercion and without reliance on any statement or representation made by or on behalf of the other party, except for the written provisions and promises contained in this Agreement.

15.(a)This Agreement constitutes the entire agreement and understanding between the Parties with regard to all matters, including but not limited to Employee’s employment, termination, payments owed to Employee, and the other subject matters addressed in this Agreement, and supersedes and replaces all prior commitments, negotiations, and agreements proposed or otherwise, whether written or oral, concerning the subject matters contained in this Agreement, EXCEPT any plans or policies of Employer or the Employer Entities which govern the pension and health benefits, equity awards, as applicable, or expense reimbursement referenced in Schedule A to this Agreement.

(a)This Agreement is an integrated document and the consideration stated in it is the sole consideration for this Agreement.

16.If either party commits a material breach of any provision(s) of this Agreement, including but not limited to the non-disparagement obligations, prior to the deadline for any payments otherwise due pursuant to Schedule A, then (i) with respect to material breaches by Employee, Employee shall forfeit all remaining payments set forth in Schedule A, provided that amounts forfeited by Employee pursuant to this provision shall not exceed $200,000;and (ii)with respect to material breaches by any Employer Entity, the Employee’s actual damages; provided that Employer’s liability pursuant to this provision shall not exceed $200,000. The Parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. It is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available to either Party in the case of a breach of this Agreement without needing to post bond or other security.

17.In the event of litigation in connection with or concerning the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs and expenses of litigation incurred by it, including such party’s reasonable attorneys’ fees, except this provision does not apply to any claim under the ADEA or the OWBPA to the extent required by law.

18.Nothing in this Agreement shall be construed as an admission or accusation of any wrongdoing by any person or entity.

19.This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, excluding any choice of law provisions that would require application of any other law. Each Party agrees that the forum and venue for any legal or equitable action or proceeding arising out of, or in connection with this Agreement will lie in any court of competent jurisdiction sitting in Oakland County, Michigan, and each Party specifically waives any and all objections to such jurisdiction and venue.

20.The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Agreement that are not inconsistent with its terms.

21.This Agreement has been the subject of negotiations and discussions between the Parties, each of which has been represented and advised by (or has been given the opportunity to retain) competent counsel, so that any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement shall have no force and effect.

22.This Agreement may be executed in any number of duplicate originals, photocopies, or facsimiles, all of which (once each Party has executed at least one such duplicate original, photocopy, or facsimile) will constitute one and the same document.

[Signatures on next page.]

Page 1 of 13                

Employee Initials_/s/ KA

Tenneco Inc.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

Tenneco Inc.

By: /s/ Kaled Awada

Kaled Awada

Dated: March 18, 2020

Its:Senior Vice President and

Chief Human Resources Officer

ROGER J. WOOD

/s/ Roger J. Wood

Roger J. Wood

Dated: March 18, 2020

SCHEDULE A

to

Separation Agreement and General Release

Unless the Separation Agreement and General Release to which this Schedule A is attached (the “Agreement”) is revoked by Employee in accordance with the provisions of Paragraph 4 thereof, Employer shall make Payments pursuant to Paragraph 2 of the Agreement and as set forth below (subject to applicable federal and state requirements regarding withholding and other taxes), and Employee shall be entitled to receive other benefits as set forth below. Capitalized terms used in this Schedule A that are not otherwise defined shall have the meaning in the Agreement.

1.Severance Payments. Employer shall pay Employee a severance payment in the gross amount of $4,830,000 plus the amount, if any, of the Medical Subsidy (as described below), which severance payment will be payable on or before March 31, 2020 as determined by Employer (the date on which payment is to be made, the “Payment Date”). The amount of the Medical Subsidy is determined under the Tenneco Automotive Operating Company Inc. Severance Benefit Plan (Effective as of July 20, 2018, the “Severance Plan”) and is equal to (a) the premium for the type and level of medical coverage, if any, applicable to Employee under the plan(s) maintained by the Employer Entities as of the Termination Date divided by four, multiplied by (b) 52. The amount of the Medical Subsidy will be determined under the terms of the Severance Plan and will be zero if Employee is not covered under a medical plan maintained by the Employer Entities as of the Termination Date.

2.Vacation. Employee will receive a payment for accrued but unused vacation days through the Termination Date as required by applicable law and the terms of the applicable Employer plans.

3.Outplacement.Employee will receive an additional $35,000 to be paid on the Payment Date and will not be entitled to receive, and thus waives any request for, outplacement services.

4.Reimbursement for Business Expenses. Employee will be reimbursed for expenses properly incurred by Employee on behalf of Employer and timely submitted to Employer with proper supporting documentation no later than twenty (20) days after the date of signing the Agreement.

5.2019 Performance Bonus/AIP. Employee will not be entitled to a 2019 Performance Bonus under the Tenneco Inc. Annual Incentive Plan.

6.Long-Term Incentive Compensation (LTIP). In accordance with the applicable plan provisions and award agreements, all of Employee’s outstanding equity and equity-based awards under the long-term incentive plans of Tenneco and its affiliates will be forfeited as of the Termination Date.

7.Group Medical, Dental, and Vision Benefits; Other Welfare Benefits. Employee’s group medical, dental, and vision benefits (and those of his/her eligible dependents) will cease upon the Termination Date or otherwise in accordance with the applicable plans. Employee and Employee’s eligible dependents may elect continuing coverage under COBRA in accordance with information provided to them by Human Resources. Information about continuation or portability of other welfare benefits, such as life insurance, will be provided by the HR department. Employee is encouraged to review the information provided to ensure that he/she meets all deadlines with respect to election of the alternatives that are available.

8.401(k) Benefits. Employee should contact T. Rowe Price regarding eligibility for a distribution from the 401(k) plan and options relating thereto.

9.Fees. Employer shall pay $25,000 to the Bloomfield Hills Michigan law firm of Sterling Attorneys at Law, P.C. for its legal services in negotiating this Agreement, no later than the Payment Date.

SCHEDULE B

to

Separation Agreement and General Release

List of affected employees in the same organizational unit who are affected by this involuntary termination program:

Job Title	Age
Co-Chief Executive Officer	57

List of affected employees in the same organizational unit who are not affected by this involuntary termination program:

Job Title	Age
Co-Chief Executive Officer	53

EX-10.6

Exhibit 10.6

March 18, 2020

Mr. Kenneth R. Trammell

Dear Ken:

I am pleased to inform you that Tenneco Inc.’s (“Tenneco”) Board of Directors has elected to offer you the position of Tenneco’s Interim Executive Vice President and Chief Financial Officer.

The key terms of Tenneco’s offer of employment are described below.

1. Position: Your position will be Interim Executive Vice President and Chief Financial Officer of Tenneco, reporting directly to Brian Kesseler, Chief Executive Officer.

2. Employment Period: Your employment period is from April 1, 2020 through August 14, 2020.

3. Base Salary: Your base salary will be $1,000,000 for the employment period ($111,111.11 paid semi-monthly), less applicable taxes and withholding, paid in accordance with Tenneco’s normal payroll practices. If services are required after the end of the employment period, your base salary will continue to be paid at the rate of $111,111.11 (less applicable taxes and withholding) through August 31, 2020 and additional compensation for future periods will be negotiated.

4. Annual Incentive Compensation: You will not be eligible to participate in Tenneco’s annual incentive plan.

5. Long-Term Incentive Compensation:You will be granted an award of restricted stock units (RSUs) with respect to Tenneco common stock with a value of $500,000. The number of Tenneco RSUs will be based on the 10-trading day volume weighted average price (VWAP) of Tenneco common stock prior to April 1, 2020. The RSUs will vest as of August 14, 2020 (or, if earlier, the date on which Tenneco appoints a new Chief Financial Officer if you are employed on that date) and will be settled shortly thereafter. Other terms and conditions of the RSUs will be set forth in an award agreement that will be provided to you. It is not expected that you will receive any long-term incentive grants under the Tenneco Inc. 2006 Long-Term Incentive Plan.

6. Retirement Plans: You will be eligible to participate in the DRiV 401(k) Plan that currently provides a 100% company match on your first 3%, and 50% of your next 2%, of base pay contributions subject to plan and IRS maximums and provides a base pay company retirement contribution of between 2.5% and 4% of salary (depending on your age at the relevant time, subject to 401(k) Plan and IRS maximums).

You will also be eligible to participate in the DRiV Excess Benefit Plan that will provide you with matching contributions and company retirement contributions at the rate applicable under the plan on your compensation in excess of the IRS limitation on compensation under section 401(a)(17) of the Internal Revenue Code.

Your prior service with Tenneco will be counted toward any vesting/eligibility requirements under the 401(k) plan and the Excess Benefit Plan.

You will not be eligible to participate in Tenneco or DRiV defined benefit plans.

7. Severance Benefits: You will not be eligible to participate in any severance plans or policies of Tenneco, DRiV or their affiliates, including the Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (the “CIC Severance Plan”) or the Tenneco Automotive Operating Company Inc. Severance Plan (the “Severance Plan”). To the extent applicable, this letter is deemed to be an amendment of the CIC Severance Plan consistent with the foregoing and this letter is considered to be an individual agreement providing termination benefits for purposes of the Severance Plan.

8. Insider Trading Policy: You will be subject to Tenneco’s Insider Trading Policy, which, among other things, limits the timing and types of transactions you may make with respect to Tenneco securities and related derivatives.

9. Health and Welfare Benefits: You will be eligible to participate in DRiV’s broad-based health and welfare plans in a manner consistent with other similarly-situated employees.

10. Employment at Will: This offer does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or the Company, with or without cause.

Ken, please contact me to acknowledge your acceptance or with any other questions or concerns.

Sincerely,

By: /s/ Kaled Awada

Kaled Awada

Senior Vice President and Chief Human Resources Officer

Tenneco Automotive Operating Company Inc., a Tenneco company

------------------______________________________________________________________________________

I have read, understood and accept this offer of employment at a subsidiary of Tenneco Inc.

By: /s/ Kenneth R. Trammell Date: March 18, 2020

Print Name: Kenneth R. Trammell

EX-10.7

Exhibit 10.7

RESTRICTED STOCK UNIT INDUCEMENT GRANT AWARD AGREEMENT

Kenneth R. Trammell (“Executive”)

Division Allocation as of Grant Date:DRiV

As a material inducement for the Executive to commence employment as the Interim Executive Vice President and Chief Financial Officer of Tenneco Inc. (the “Company”) in accordance with the New York Stock Exchange Listing Company Manual Rule 303A.08, effective as of April 1, 2020, the Executive is hereby been granted an award of restricted stock units (“Restricted Stock Units”) with respect to 141,243 shares of the Company’s class A voting common stock, par value $0.01 per share (“Common Stock”). The Award is subject to the following terms and conditions (sometimes referred to as this “Award Agreement”). Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, solely for convenience, capitalized terms used herein and not otherwise defined shall have the same meaning set forth in the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Incentive Plan”). Notwithstanding any provision of this Award Agreement, this Award is not granted under the Incentive Plan.

1.Dividend Cash Amounts.  This Award contains the right to receive cash credits to a hypothetical bookkeeping account (a “Dividend Cash Account”) in respect of dividends paid with respect to shares of Common Stock in accordance with the following:

a. If a dividend with respect to shares of Common Stock is payable in cash, then, as of the applicable dividend payment date, the Executive’s Dividend Cash Account shall be credited with an amount (a “Dividend Cash Amount”) equal to (i) the cash dividend payable with respect to a share of Common Stock, multiplied by (ii) the number of Restricted Stock Units outstanding on the applicable dividend record date.

b. If a dividend with respect to shares of Common Stock is payable in shares of Common Stock, then, as of the applicable dividend payment date, the Executive’s Dividend Cash Account shall be credited with a Dividend Cash Amount in an amount equal to (i) the number of shares of Common Stock distributed in the dividend with respect to a share of Common Stock, divided by (ii) the Fair Market Value of a share of Common Stock on the dividend payment date, multiplied by (iii) the number of Restricted Stock Units outstanding on the applicable dividend record date.

The Dividend Cash Amounts credited to the Executive’s Dividend Cash Account shall be subject to the same vesting provisions as the Restricted Stock Units to which the Dividend Cash Amounts relate and shall be settled in accordance with Paragraph 3.  No Dividend Cash Amounts with respect to a Restricted Stock Unit shall be credited under this Award Agreement for any period after the Vesting Date (as defined in Paragraph 2) applicable to such Restricted Stock Unit.  Amounts credited to the Executive’s Dividend Cash Account shall not be credited with any investment earnings.

2.Vesting and Forfeiture of Restricted Stock Units and Dividend Cash Amounts.  All Restricted Stock Units and Dividend Cash Amounts credited to the Executive’s Dividend Cash Account shall be unvested unless and until they become vested and nonforfeitable in accordance with this Paragraph 2.  Subject to the terms and conditions of this Award Agreement, the Restricted

Stock Units and associated Dividend Cash Amounts awarded hereunder shall vest on the earlier of August 14, 2020 or the date on which the Company appoints a successor Chief Financial Officer (each a “Vesting Date”), provided, in either case, that the Executive is continuously employed by the Company or a Subsidiary through the applicable Vesting Date.  Notwithstanding the foregoing:

a. if the Executive’s Termination Date occurs by reason of Total Disability (as defined below) or death, any unvested Restricted Stock Units that are outstanding on the Termination Date (and any associated Dividend Cash Amounts) shall immediately vest on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement; and

b. in the event of a Change in Control, any outstanding unvested RSUs shall immediately vest on the date of the Change in Control and the date of the Change in Control shall be the “Vesting Date” for purposes of this Award Agreement.

All Restricted Stock Units and associated Dividend Cash Amounts that are not vested upon the Executive’s Termination Date shall immediately expire and shall be forfeited and the Executive shall have no further rights thereto.  In the event of forfeiture for any reason, the balance in the Executive’s Dividend Cash Account shall be reduced by the amount of any Dividend Cash Amounts that are forfeited. For purposes of this Agreement, “Total Disability” means an event that results in the Executive being (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or its Subsidiaries.

3.Settlement and Payment.  Subject to the terms and conditions of this Award Agreement, Restricted Stock Units and associated Dividend Cash Amounts that have become vested in accordance with Paragraph 2 shall be paid and settled as of the applicable Vesting Date. The date on which payment and settlement occurs is referred to as the “Settlement Date.” Unless otherwise determined by the Committee, (a) settlement of the vested Restricted Stock Units on a Settlement Date shall be made in the form of shares of Common Stock with one share of Common Stock being issued in settlement of each Restricted Stock Unit, plus an amount of cash equal to the Fair Market Value of any fractional Restricted Stock Unit being settled as of such Settlement Date and (b) settlement of the vested Dividend Cash Amounts on a Settlement Date shall be paid in a cash lump sum payment. Upon the settlement of any vested Restricted Stock Units such Restricted Stock Units shall be cancelled and upon payment of any Dividend Cash Amounts the balance in the Executive’s Dividend Cash Account shall be reduced by the amount paid to the Executive pursuant to subparagraph 3(b).

4.Withholding.  This Award and any distribution in respect of this Award, are subject to withholding of all applicable taxes, and the delivery of any cash or other benefits under this Award is conditioned on satisfaction of the applicable tax withholding obligations. Such withholding obligations may be satisfied, at the Executive’s election, (a) through cash payment by the Executive or (b) through the surrender of cash or shares of Common Stock to which the Executive is otherwise entitled under this Award; provided, however, that any withholding obligations with respect to any Executive shall be satisfied by the method set forth in subparagraph 4(b) (through the withholding of shares otherwise payable pursuant to this Award) unless the Executive otherwise elects in accordance with this Paragraph 4; and provided further that any withholding with respect to payments of Dividend Cash Amounts shall be satisfied by the method set forth in subparagraph 4(a). The amount withheld in the form of shares of Common Stock

under this Paragraph 4 may not exceed the minimum statutory withholding obligation (based on the minimum statutory withholding rates for Federal and state purposes, including, without limitation, payroll taxes) unless otherwise elected by the Executive, in no event shall the Executive be permitted to elect less than the minimum statutory withholding obligation, and in no event shall the Executive be permitted to elect to have an amount withheld in the form of shares of Common Stock pursuant to this Paragraph 4 that exceeds the maximum individual tax rate for the employee in applicable jurisdictions.

5.Transferability.  This Award is not transferable except as designated by the Executive by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

6.Heirs and Successors.  If any benefits deliverable to the Executive under this Award Agreement have not been delivered at the time of the Executive’s death, such benefits shall be delivered to the Executive’s Designated Beneficiary, in accordance with the provisions of this Award Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Executive in a writing filed with the Company in such form and at such time as the Company shall require and in accordance with such rules and procedures established by the Company. If a deceased Executive fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Executive, any rights that would have been exercisable by the Executive and any benefits distributable to the Executive shall be distributed to the legal representative of the estate of the Executive.

7.Administration.  The authority to administer and interpret this Award and this Award Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Award and this Award Agreement as it would have if the Award was made under the Incentive Plan. Any interpretation of this Award or this Award Agreement by the Committee and any decision made by it with respect to this Award or this Award Agreement is final and binding on all persons.

8.Adjustment of Award. The number of Restricted Stock Units awarded pursuant to this Award may be adjusted by the Committee in a manner consistent with Section 5.2 of the Incentive Plan to reflect certain corporate transactions which affect the number, type or value of the Restricted Stock Units.

9.Notices.  Any notice required or permitted under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Committee or the Company at the Company’s principal offices, to the Executive at the Executive’s address as last known by the Company or, in any case, such other address as one party may designate in writing to the other.

10.Amendments.  The Committee may amend this Award Agreement, provided that, no amendment or termination may, in the absence of written consent to the change by the affected Executive (or, if the Executive is not then living, the affected beneficiary), adversely affect the rights of any Executive or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Committee. Adjustments described in Paragraph 8 shall not be subject to the terms of this Paragraph 10.

11.Unfunded Obligation. The Award shall not be funded, no trust, escrow or other provisions shall be established to secure payments and distributions due hereunder and this Award shall be regarded as unfunded for purposes of the Employee Retirement Income Security Act of 1974, as amended, and the Code. The Executive shall be treated as a general, unsecured creditor of the Company with respect to amounts payable hereunder, and shall have no rights to any specific assets of the Company. Without limiting the generality of the foregoing, any amounts credited to the Dividend Cash Account will remain general assets of the Company and shall be payable solely from the general assets of the Company.

12.Severability.  If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall nonetheless be enforceable according to their terms.  Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

13.Other Terms. 

a. The Award does not constitute a contract of employment or continued service, and the grant of the Award shall not give the Executive the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under this Award Agreement, unless such right or claim has specifically accrued under the terms of this Award Agreement.

b. Notwithstanding any other provision of this Award Agreement, (i) this Award is subject to the Company’s recoupment or clawback policies as applicable and as in effect from time to time and (ii) if the Committee determines, in its sole discretion, that the Executive at any time has willfully engaged in any activity that the Committee determines was or is harmful to the Company or any of its Subsidiaries, any unpaid portion of the Award shall be forfeited and the Executive shall have no rights with respect thereto.

c. If the Committee determines that the Executive has (i) used for profit or disclosed to unauthorized persons, confidential or trade secrets of the Company or any Subsidiary; (ii) breached any contract with or violated any fiduciary obligation to the Company or any Subsidiary; or (iii) engaged in any conduct which the Committee determines is injurious to the Company or its Subsidiaries, the Committee may cause the Executive to forfeit this Award; provided, however, that following the occurrence a Change in Control, the Award will not be subject to forfeiture pursuant to the provisions of this subparagraph 13(c).

d. The Executive shall not, by reason of this Award, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under this Award. A Participant shall have only a contractual right to the shares of Common Stock or amounts, if any, payable under this Award, unsecured by any assets of the Company or any Subsidiary, and nothing contained in this Award Agreement shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

e. The validity, construction and effect of this Award Agreement shall be determined in accordance with the laws of the State of Illinois and applicable federal law.

14.Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

15.Special Section 409A Rules.  It is intended that any amounts payable under this Award Agreement shall either be exempt from or comply with section 409A of the Code. The provisions of this Award shall be construed and interpreted in accordance with section 409A of the Code. Notwithstanding any other provision of this Award Agreement to the contrary, if any payment or benefit hereunder is subject to section 409A of the Code, and if such payment or benefit is to be paid or provided on account of the Executive’s termination of employment (or other separation from service):

a. and if the Executive is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code) and if any such payment or benefit is required to be

made or provided prior to the first day of the seventh month following the Executive’s separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive’s termination of employment or separation from service; and

b. the determination as to whether the Executive has had a termination of employment (or separation from service) shall be made in accordance with the provisions of section 409A of the Code and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder.

EXECUTIVE:TENNECO INC.:

/s/ Kenneth R. Trammell/s/ Kaled Awada

Electronic Signature Senior Vice President and Chief Human Resources Officer

EX-10.8

Exhibit 10.8

TENNECO AUTOMOTIVE OPERATING COMPANY INC.

SEVERANCE BENEFIT PLAN AND SUMMARY PLAN DESCRIPTION

(As Amended and Restated Effective as of April 1, 2020)

1. Purpose and Effective Date of the Plan

Tenneco Automotive Operating Company Inc. (the “Company”) established the Tenneco Automotive Operating Company Inc. Severance Benefit Plan (the “Plan”) to grant severance benefits to eligible employees of the Company and the Participating Companies (as defined below) who are involuntarily terminated under the conditions set forth in the Plan. The Plan was originally effective as of July 20, 2018and superseded in its entirety the Tenneco Automotive Operating Company Inc. Severance Benefit Plan, as Amended and Restated Effective as of August 1, 2015. The following provisions constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to April 1, 2020 and shall apply to any termination occurring after March 31, 2020. This document serves as both the summary plan description (SPD) and official plan document for the Plan.

2. Definitions

a.“Administrative Committee” means a committee consisting of the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, and the Chief Human Resources Officer of the Company.

b.“Alternative Employment” means, with respect to a Participant, unless otherwise approved in writing by the Administrative Committee, employment with an entity other than a Tenneco Company that commences after the Participant’s Termination Date and regardless of whether such employment is comparable (in position, pay, location or any other aspect) to the Participant’s employment with a Participating Company immediately prior the Participant’s Termination Date. For the avoidance of doubt, the exercise of the Administrative Committee’s authority to approve exceptions to the Alternative Employment provisions shall be done based on the facts and circumstances of the situation presented and with a view to preserving the intended benefits of the Plan to Participants generally.

c.“Base Salary” means a Participant’s rate of annual base salary in effect as of his or her Termination Date, excluding overtime, bonuses, shift differentials, performance awards, special additions, income from stock options, stock grants, dividend equivalents, benefits-in-kind, allowances, perquisites or other incentives, and any other forms of extra compensation.

d.“Cause” means, with respect to an Eligible Employee or Participant, (i) fraud, embezzlement, or theft in connection with his or her employment (ii) gross negligence in the performance of his or her duties, (iii) his or her conviction, guilty plea, or plea of nolo contendere with respect to a felony, (iv) the willful and continued failure to substantially perform his or her duties for the Tenneco Companies (except where the failure results from incapacity due to disability), (v) the failure to meet the obligations required by his or her position, whether or not willful, negligent or continued, (vi) the willful or negligent engagement in conduct which is, or could reasonably be expected to be, materially injurious to any of the Tenneco Companies, monetarily or otherwise. For purposes of the foregoing, no act, or failure to act, on the part of an Eligible Employee or Participant will be deemed “willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her act, or failure to act, was in the best interest of the Tenneco Companies. “Cause” will be interpreted by the Plan Administrator (or its designee) in its sole discretion and such interpretation will be conclusive and binding on all parties.

e.“Closing” means the closing of the transactions contemplated by the Purchase Agreement.

f.“Code” means the Internal Revenue Code of 1986, as amended.

g.“Company” means Tenneco Automotive Operating Company Inc.

h.“Constructive Termination” is defined in Section 4.

i.“Continuous Service” means continuous service as an active Eligible Employee of the Tenneco Companies, including service prior to November 5, 1999 with any affiliate or subsidiary of Tenneco Inc. as it existed on August 1, 1996, determined in the sole discretion of the Plan Administrator by any method for determining applicable service in an equitable and non-discriminatory manner. In the case of any Federal-Mogul Eligible Employee, Continuous Service will also include service with Federal-Mogul and its subsidiaries (and their respective predecessors) determined immediately prior to the Closing to the extent required under the terms of the Purchase Agreement. Notwithstanding the foregoing, no service will be counted that would otherwise produce a duplication of benefits under this Plan or any other plan or arrangement of any of the Tenneco Companies.

j.“Covered Termination” is defined in Section 4.

k.“Effective Date” means July 20, 2018.

l.“Eligible Employee” is defined in Section 3.

m.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

n.“Exchange Act” means the Securities Exchange Act of 1934, as amended.

o.“Federal-Mogul” means Federal-Mogul LLC.

p.“Federal-Mogul Eligible Employee” means any individual who was an employee of Federal-Mogul or any of its subsidiaries immediately following the Closing and who is entitled to the grant of past service credit for severance purposes under the terms of the Purchase Agreement.

q.“Good Reason Event” means, with respect to an Eligible Employee or Participant, the occurrence of any one or more of the following events which occur without his or her express written consent: (i) a material reduction in his or her Base Salary or annualized base salary (used to determine a Week of Pay), other than an across-the-board reduction of salary for substantially all similarly-situated employees, (ii) a reduction in his or her grade level that results in a material diminution of his or her authority, duties or responsibilities, or (iii) a change in the principal location of his or her primary job or office location, such that he or she will be based at a location that is 100 miles or more further from his or her principal job or office location immediately prior to the change in location.

r.“Group” means the group that applies to an Eligible Employee for purposes of determining the amount of the Severance Benefit under the Plan, determined as follows as of the Eligible Employee’s Termination Date:

(i) Group 1: Eligible Employees who are Officers;

(ii) Group 2: Eligible Employee who is designated as a plant manager or director, or above (but other than an individual described in Group 1), as determined in accordance with the normal policies and practices of the Tenneco Companies; and

(iii) Group 3: Eligible Employees who are not described in Group 1 or Group 2.

s.“Medical Subsidy Payment” means, with respect to a Participant, a cash payment equal to (i) the amount of the employer-paid portion of the monthly premium for the type and level of medical coverage, if any, applicable to the Participant under the plan(s) maintained by the Tenneco Companies as of his or her Termination Date divided by four multiplied by (ii) the number of calendar weeks included in the applicable cash severance benefit indicated in Section 5. The amount of the employer-paid portion of the applicable premium will be determined based on the same type and level of coverage for similarly-situated active employees whose Termination Date has not occurred. If a Participant is not covered under a medical plan maintained by the Tenneco Companies as of his or her Termination Date, the amount of the Medical Subsidy Payment will be zero.

t.“Officer” means an officer of the Tenneco Companies within the meaning of Section 16 of the Exchange Act and any other Eligible Employee who has been designated, in writing by the Senior Vice President of Human Resources & Administration and/or Chief Executive Officer of Tenneco, as eligible to the participate in the Plan as a member of Group 1.

u.“Participant” means an Eligible Employee whose Termination Date occurs as a result of a Covered Termination.

v.“Participating Company” means Tenneco Automotive Operating Company Inc., Tenneco and all of Tenneco’s U.S. subsidiaries.

w.“Payment Date” means the 70^th day following the Termination Date; provided, however, that if or to the extent that the Severance Benefit is not subject to Code Section 409A, the Plan Administrator may, in its sole discretion, designate any date after the Termination Date and prior to the 70^th day following the Termination Date as the Payment Date. In no event will a Participant be permitted to elect the Payment Date.

x.“Plan Administrator” is defined in Section 14.

y.“Purchase Agreement” means that certain Membership Interest Purchase Agreement by and among Tenneco Inc., Federal-Mogul, American Entertainment Properties Corp., and Icahn Enterprises L.P. dated April 10, 2018.

z.“Severance Benefit” means the cash payment (including the Medical Subsidy Payment) provided to a Participant pursuant to Section 5.

aa.“Severance Period” means the number of the number of Weeks of Pay included in the applicable cash severance benefit as determined in accordance with Section 5.

bb.    “Target Bonus” means the target annual incentive bonus to which a Participant who is an Officer would have been entitled for the year in which his or her Termination Date occurs, as determined under the annual incentive bonus plan of the Company or another Tenneco Company had the Participant’s Termination Date not occurred and had any performance criteria been satisfied at the target level of performance.

cc.    “Tenneco” means Tenneco Inc.

dd.    “Tenneco Company” means the Company and any other entity in which Tenneco has at least a direct or indirect 50% ownership interest.

ee.    “Termination Date” means date on which an Eligible Employee’s employment with the Tenneco Companies terminates for any reason.

ff.    “Week of Pay” means an Eligible Employee’s annualized Base Salary as of his or her Termination Date divided by 52. A Week of Pay excludes overtime, bonuses, performance awards, special additions, shift differentials, income from stock options, stock grants, dividend equivalents, benefits-in-kind, allowances, perquisites or other incentives, and any other forms of extra compensation. For commissioned sales positions, a Week of Pay determination will be adjusted to provide for an incentive target amount (determined at the sole discretion of the Plan Administrator).

3.Eligibility

a.For purposes of the Plan, an “Eligible Employee” means a U.S. salaried, regular, full-time employee of a Participating Company, but only if so classified by the Participating Company in accordance with its normal policies and practices, and who has completed at least three months of Continuous Service as of the individual’s Termination Date. Notwithstanding the foregoing, a Federal-Mogul Employee who otherwise would be an Eligible Employee will not become an Eligible Employee until January 1, 2019 or such later date on which he or she becomes an Eligible Employee.

b.The following employees will not be Eligible Employees for purposes of the Plan:

(i) temporary, part-time or and contract workers;

(ii) hourly employees; and

(iii) except and to the extent as expressly provided in Section 5c., an employee who is eligible for any type of severance or termination benefit with respect to a termination otherwise covered by this Plan or who is covered under any other severance plan or agreement of any of the Tenneco Companies, other than government-provided unemployment compensation.

c.Eligible Employees whose hours of work, wages and other conditions of employment are governed by the provisions of a collective bargaining agreement are not Eligible Employees unless the collective bargaining agreement expressly provides for employees’ coverage in this Plan (provided that such employees, if eligible, will in any event remain subject to the terms and conditions of the Plan).

d.Notwithstanding any provision of the Plan to the contrary, any independent contractor or leased employee who performs services for a Participating Company or any other individual performing services who is not classified as an “employee” by a Participating Company will not be considered an “employee” for any purpose of the Plan. No benefits will be provided or service credited under the Plan on a retroactive basis to any person who has performed services for a Participating Company as an independent contractor or as a leased employee, even if such person subsequently becomes a common law employee of a Participating Company or is deemed by a government agency, court or other third party to have been a common law employee of a Participating Company.

4.Covered Termination

a.For purposes of the Plan, an Eligible Employee’s Termination Date will occur as a result of a “Covered Termination” (and an Eligible Employee will become a Participant in the Plan) only if all of the following requirements are satisfied:

(i) the Eligible Employee’s employment is terminated (and his or her Termination Date occurs as a result of termination (1) by the Company without Cause or (2) by the Eligible Employee due to Constructive Termination;

(ii) the Eligible Employee has signed and returned such documents as the Plan Administrator requires;

(iii) the Eligible Employee’s Termination Date occurs in accordance with the timing and/or conditions set forth in the notice of termination; and

(iv) the Eligible Employee is not ineligible under Section 8 below.

b.An Eligible Employee’s termination of employment will be on account of a Constructive Termination (and the Eligible Employee will become a Participant in the Plan as a result of such termination) only if the Eligible Employee notifies the Plan Administrator in writing of termination for Constructive Termination, specifying the Good Reason Event upon which such termination is based, within 10 business days after the occurrence of the Good Reason Event that he or she believes constitutes a basis for Constructive Termination. The Eligible Employee’s failure for any reason to give written notice of termination of employment for Constructive Termination in accordance with the foregoing will be deemed a waiver of his or her right to terminate his or her employment for that Good Reason Event. The Company will have a period of 30 days after receipt of the notice in which to cure, or to cause the cure, of the Good Reason Event. If the Good Reason Event is cured within this period, the Eligible Employee will not be entitled to terminate employment as a result of Constructive Termination and will not be entitled to any severance payments and benefits under the Plan. If the Good Reason Event is not cured within the 30 day period and if the Eligible Employee terminates employment within 30 calendar days after the expiration of the cure period on account of the Good Reason Event (e.g., the termination is not for any other reason, including death or termination for Cause), his or her termination will be treated for purposes of the Plan as a termination due to Constructive Termination.

c.Severance payments and benefits will be provided to an Eligible Employee whose Termination Date occurs on account of a Covered Termination (and who thereby becomes a Participant in the Plan) only if the terms and conditions of the Plan are satisfied, including the requirements of Section 5

5.Severance Benefits

a.Subject to the terms and conditions of the Plan and Paragraph 6 below, a Participant’s Severance Benefit will be determined in accordance with the following table based upon the Group applicable to the Participant as of the Termination Date:

Position	Severance Benefit
Group 1	The sum of (a) one times the sum of Base Salary (52 Weeks of Pay) plus Target Bonus, determined as of the Termination Date (the “cash severance benefit”) plus (b) the Medical Subsidy Payment
Group 2	The sum of (a) 1.5 Weeks of Pay for each full year of Continuous Service, determined as of the Termination Date (the “cash severance benefit”); minimum cash severance benefit for Group 2 equal to 8 Weeks of Pay and maximum cash severance benefit of 52 Weeks of Pay plus (b) the Medical Subsidy Payment
Group 3	The sum of (a) 1.5 Weeks of Pay for each full year of Continuous Service, determined as of the Termination Date (the “cash severance benefit”); minimum cash severance benefit for Group 3 equal to 4 weeks of Weeks of Pay and a maximum cash severance benefit of 52 Weeks of Pay plus (b) the Medical Subsidy Payment

b.A Participant will be entitled to outplacement services in accordance with, and subject to the limits of, the Company’s outplacement policy, as amended from time to time and as applicable to the Group of which the Participant is a member. A Participant will be advised of outplacement benefits at time of termination. Notwithstanding the foregoing, a Participant will not be entitled to outplacement benefits for any period after the Participant begins Alternative Employment.

c.    Notwithstanding the provisions of Section 3b.(iii), an individual who is eligible for any type of severance or termination benefit under an individual agreement between such individual and a Tenneco Company with respect to a termination covered by this Plan will, upon a termination of employment that would otherwise constitute a Covered Termination under the Plan if such individual was a Participant in the Plan, be entitled to a Medical Subsidy Payment calculated based on the number of weeks of pay included in such individual’s severance payment under the individual agreement not to exceed 52 weeks. In the case of an individual described in this Section 5c. who is not covered under a medical plan maintained by the Tenneco Companies as of his or her termination date, the amount of the Medical Subsidy Payment will be zero. Any Medical Subsidy Payment payable in accordance with this Section 5c. will be subject to the all of the terms and conditions of the Plan that otherwise apply with respect to the payment of the Severance Benefit under the Plan, including the payment provisions of Section 6. Without limiting the generality of the foregoing, in no event will a Participant be entitled to any Medical Subsidy Payment for any period after which the Participant begins Alternative Employment.

d.A Participant shall agree, as a condition of receiving the Severance Benefit and outplacement services described herein, that he or she will promptly inform that Plan Administrator of any Alternative Employment.

e.A Participant will only be entitled to the Severance Benefit and outplacement services described herein if, in addition to satisfying all other terms and conditions of the Plan, the Participant has signed and returned a general release of claims in such form as the Company determines, any applicable revocation period has expired as of the Payment Date and the release is effective as of the Payment Date. If the requirements of this Section 5e. are not satisfied as of the Payment Date, no benefits will be paid or provided to the Participant pursuant to the Plan.

6.Time and Method of Payment of Severance Benefit

Subject to the terms and conditions of the Plan, the Severance Benefit to which a Participant is entitled will be paid in substantially equal installments in accordance with the normal payroll practices of the Participant’s employer, beginning on the Payment Date and continuing during the Severance Period;

provided, however, that any unpaid portion of the Severance Benefit shall immediately cease and shall be forfeited for any period after the Participant begins Alternative Employment.

7. Effect of Death on Payment of Severance Benefit

If an Eligible Employee’s Termination Date occurs on account of death, no benefits will be paid or provided under this Plan. If a Participant dies after his Termination Date, and before the Payment Date, payment of the Severance Benefit will be made to his/her estate provided that all requirements of the Plan are satisfied as of his Termination Date (including, without limitation, the requirements of Section 5d. hereof).

8. Ineligibility

An Eligible Employee or Participant will not be eligible to receive any payment or benefit under the Plan if:

a.the Eligible Employee’s Termination Date occurs for any reason other than a Covered Termination (for example, employees who terminate voluntarily or are discharged for misconduct or poor performance are not eligible);

b.the Plan is terminated (or otherwise amended to eliminate a benefit with respect to that Eligible Employee or Participant);

c.the Participant would receive severance or termination benefits (whether the same or different from those provided by the Plan) under another plan, program, policy or arrangement (including an individual agreement) of any Tenneco Company;

d.the Eligible Employee has been offered employment, regardless of level of pay or benefits or job location, with any entity other than a Tenneco Company as arranged by a Tenneco Company, including without limitation, in connection with any purchase of any Participating Company’s business or assets, any outsourcing arrangement, or any arrangement to transfer employees or business to a customer, supplier or other entity doing business with any Tenneco Company, or any similar transaction or arrangement (regardless of whether such Eligible Employee accepts such offer of employment);

e.the Eligible Employee’s employment terminates pursuant to any of the following:

i. voluntary termination of employment or retirement or resignation of employment before a job-end date that has been specified by a Participating Company;

ii. while receiving benefits under a Tenneco Company short-term or long-term disability plan or program, including failure to return from a period of receiving STD/ LTD or FMLA leave; or

iii. mandatory retirement due to policies of a Participating Company or legal requirement.

9.Forfeiture

If a Participant violates the release or any confidentiality, non-competition and/or non-solicitation agreement with any of the Tenneco Companies or if, after a Participant’s Termination Date, facts are disclosed or discovered that would have constituted termination under circumstances that would have made the Participant ineligible for benefits under the Plan as described in Section 8, then the Participant will forfeit any and all rights to payments and benefits under this Plan, and, to the extent that any Severance Benefit has been paid to the Participant under the Plan, the Participant must repay the full amount of the Severance Benefit within 15 days of receiving written notification from the Plan Administrator.

10. Offset and Substitution

a.Each Participating Company reserves the right to deduct from any Severance Benefit any amount that the Participant owes to it or any other Tenneco Company, up to the extent permitted by law, including, but not limited to, plan premiums, borrowed vacation days, educational assistance, sign-on bonuses, loans and/or relocation obligations. Any deduction pursuant to the foregoing will be applied in a

manner consistent with Code Section 409A to the extent that the Severance Benefit is subject to Code Section 409A.

b.To the extent that any amounts would otherwise be payable (or benefits would otherwise be provided) to a Participant under another plan of a Tenneco Company or an agreement between a Participant and a Tenneco Company, including a change in control plan or agreement, an offer letter or letter agreement, and to the extent that such other payments or benefits or the severance payments and benefits provided under this Plan are subject to Section 409A of the Code, the Plan will be administered to ensure that no payment or benefit under the Plan will be (i) accelerated in violation of Code Section 409A, (ii) further deferred in violation of Code Section 409A or (iii) result in a duplication of benefits.

11.Plan Amendment and Termination

The Plan may be terminated or amended at any time by the Company, provided that the Plan benefit for a Participant who has signed the release and returned it to the Plan Administrator within the time specified therein will not be adversely affected by any such amendment or termination.

12. Miscellaneous

a.The Plan does not constitute a contract of employment, and nothing in the Plan provides or may be construed to provide that participation in the Plan is a guarantee of continued employment with the Company, a Participating Company, or any of their affiliates.

b.Each Participating Company will pay the benefits under this Plan out of its general assets at the time the benefits are to be paid. There will be no special fund out of which benefits will be paid, nor will Eligible Employees or Participants be required to make a contribution as a condition of receiving benefits.

c.The Plan Year will be the calendar year; provided, however, that the initial Plan Year will commence on the Effective Date and will end on December 31, 2018.

d.An Eligible Employee’s or Participant’s benefits under the Plan cannot be assigned, transferred or sold to anyone else and cannot be used as collateral for loans or pledged in payment of debts, contracts, or any other liability.

e.All payments and benefits under the Plan will be subject to all applicable Federal, state, local or other withholding taxes.

f.The Plan will be binding upon and inure to the benefit of the Company and its successors and assigns.

g.The Plan and all rights under it will be governed and construed in accordance with ERISA and, to the extent not preempted by Federal law, with the laws of the state of Illinois.

13.Section 409A

a.It is intended that any amounts payable under this Plan will either be exempt from or comply with Code Section 409A and the provisions hereof will be construed and interpreted in accordance with the requirements of Code Section 409A.

b.Notwithstanding any other provision of the Plan to the contrary, if any payment or benefit hereunder (whether separately or together with any other payments) is subject to Code Section 409A, and (i) if such payment or benefit is to be paid or provided on account of termination of employment (or other separation from service), (ii) if the Participant is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code), or (iii) if any such payment or benefit is required to be made or provided prior to the first day of the seventh month following the Participant’s separation from service or termination of employment, then such payment or benefit will be delayed until the first day of the seventh month following the Participant’s termination of employment. For purposes of the foregoing, the determination as to whether a Participant has had a termination of employment (or separation from service) will be made in accordance with the provisions of Code Section 409A without application of any alternative levels of reductions of bona fide services permitted thereunder.

c.For purposes of Code Section 409A, any installment payment will be treated as a separate payment.

d.While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Code Section 409A, in no event will the Company or any other Tenneco Company be liable for any additional tax, interest, or penalties that may be imposed on any person as a result of Code Section 409A.

14.Administrative Information

a.This Plan is designed to qualify as a severance pay arrangement within the meaning of Section 3(2)(B)(i) of ERISA (as defined below), is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of ERISA, and is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of the regulations published by the Secretary of Labor.

The Company is hereby designated as the “named fiduciary” and “Plan Administrator” of this Plan (within the meaning of Section 3(16) of ERISA) and has the authority to control and manage the operation of the Plan. The Plan Administrator’s address and telephone number are as follows:

Tenneco Automotive Operating Company Inc.

500 North Field Drive

Lake Forest, Illinois 60045

Telephone Number: 847-482-5000

b.The Plan Administrator will make all determinations as to the right of any person to a Severance Benefit and other benefits under the Plan and will have the discretionary authority to conclusively construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of any persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and any such determinations will be binding on all parties. Benefits will only be paid if the Plan Administrator, in its sole discretion, determines that the employee or beneficiary is entitled to them.

c.The Plan Administrator has the authority to delegate any of its powers under this Plan to any other person, persons, or committee. This person, persons, or committee may further delegate its reserved powers to another person, persons, or committee as they see fit. Any delegation or subsequent delegation will include the same full, final and discretionary authority that the Plan Administrator has listed herein and any decisions, actions or interpretations made by any delegate will have the same ultimate binding effect as if made by the Plan Administrator.

d.The Plan sponsor is the Company. The Company’s address and tax identification number are as follows:

Tenneco Automotive Operating Company Inc.

500 North Field Drive

Lake Forest, Illinois 60045

Tax Identification Number: 74-1933558

5.The Plan number assigned to the Plan by the Company is 835.

f.The Plan Administrator is the Plan’s agent for service of legal process. Process may be served upon the Plan Administrator at the address set forth in Section 14a.

15.Claims and Appeals

a.Generally, it is not expected that a Participant will need to make a claim for benefits under the Plan. If, however, a Participant believes that he or she is entitled to payments and benefits under the

Plan that are not provided to him or her, then the Participant may submit a claim to the Plan Administrator in writing.

b.If a Participant files a claim for benefits, the Participant will be notified of the Plan Administrator’s decision with respect to the claim within 90 days (which may be extended to 180 days, if required) of the date the claim is received. If the Plan Administrator requires an extension of time to respond to a claim, the Plan Administrator will provide the Participant with notice of the reason for the extension within the initial 90-day period and a date by which the Participant can expect a decision. A claim will be deemed denied if the Plan Administrator fails to notify the Participant within 90 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 90 additional days, as special circumstances require.

c.If a claim for benefits is denied (or deemed to be denied), in whole or in part, the Plan Administrator will furnish the Participant with a written notice stating the specific reasons for the denial, specific reference to pertinent Plan provisions upon which the denial was based, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary and appropriate information concerning steps to take if the Participant wishes to submit the claim for review.

d.Within 60 days after the date of written notice denying any benefits, the Participant may request, in writing, a review of that decision. Such request for review may contain such issues and comments as the Participant wants considered in the review. The Participant may also review pertinent documents in the Plan Administrator’s possession.

e.The Participant will be notified of the Plan Administrator’s decision with respect to the appeal of a denied claim within 60 days (which may be extended to 120 days, if required) of the date the request for review of the denied claim is received. If the Plan Administrator requires an extension of time to review the appeal, the Plan Administrator will provide the Participant with notice of the reason for the extension within the initial 60-day period and a date by which the Participant can expect a decision. A claim will be deemed denied on appeal if the Plan Administrator fails to notify the Participant within 60 days after receipt of the claim, plus any extension of time for processing the claim not to exceed 60 additional days, as special circumstances require. This notice of denial will include the reasons for the denial and the specific provision(s) on which the denial is based.

f.Any decision on final appeal will be final, conclusive and binding upon all parties. If the final appeal is denied, however, the Participant will be advised of his or her right to file a claim in court.

16.Participant Rights

Participants in the Plan are entitled to certain rights and protections under ERISA. ERISA provides that all Plan Participants will be entitled to:

Receive Information About the Plan and Benefits

• Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including copies of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

• Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Plan Participants and beneficiaries. No one, including an employer or any other person, may fire an employee or Participant or otherwise discriminate against an employee or Participant in any way to prevent such employee or Participant from obtaining a benefit or exercising his or her rights under ERISA.

Enforcement of Rights

If a Participant’s claim for a welfare benefit is denied or ignored, in whole or in part, the Participant has a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if the Participant requests a copy of Plan documents or the latest annual report from the Plan and does not receive them within 30 days, the Participant may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay the Participant up to $110 a day until the Participant receives the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If the Participant has a claim for benefits which is denied or ignored, in whole or in part, the Participant may file suit in a state or Federal court.

If it should happen that Plan fiduciaries misuse the Plan’s money, or if a Participant is discriminated against for asserting his or her rights, he or she may seek assistance from the U.S. Department of Labor, or he or she may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful the court may order the person the Participant has sued to pay these costs and fees. If the Participant loses, the court may order him or her to pay these costs and fees, for example, if it finds the claim frivolous.

Assistance with Questions

If a Participant has any questions about the Plan, the Participant should contact the Plan Administrator. If the Participant has any questions about this statement or about his or her rights under ERISA, or if he or she needs assistance in obtaining documents from the Plan Administrator, he or she should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the Participant’s telephone directory or:

Division of Technical Assistance & Inquiries Employee Benefits Security Administration

U.S. Department of Labor

200 Constitution Avenue, N.W.

Washington, D.C., 20210

A Participant may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at (866) 444-EBSA.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing, the Company, a Delaware corporation, has caused these presents to be duly executed by its proper Officers thereunto duly authorized effective as of April 1, 2020.

TENNECO AUTOMOTIVE OPERATING COMPANY INC.

By:/s/ Kaled Awada

Kaled Awada

Its:Senior Vice President and Chief Human Resources Officer

EX-22.1

Exhibit 22.1

LIST OF GUARANTOR SUBSIDIARIES

The following subsidiaries of Tenneco Inc. (the "Company") were, as of March 31, 2020, guarantors of the Company's 5.375% senior unsecured notes due December 15, 2024 and 5% senior unsecured notes due July 15, 2026 (collectively, the “Senior Unsecured Notes”):

Guarantors of the Senior Unsecured Notes

Tenneco Automotive Operating Company Inc.

Tenneco International Holding Corp.

Tenneco Global Holdings Inc.

The Pullman Company

TMC Texas Inc.

Clevite Industries Inc.

Federal-Mogul Motorparts LLC

Federal-Mogul Powertrain LLC

Federal-Mogul Financing Corporation

Federal-Mogul Piston Rings, LLC

Federal-Mogul Powertrain IP LLC

Federal-Mogul Ignition LLC

Felt Products MFG Co. LLC

Federal-Mogul Valve Train International LLC

Federal-Mogul Sevierville, LLC

Muzzy-Lyon Auto Parts LLC

Federal-Mogul Chassis LLC

Federal-Mogul Filtration LLC

Federal-Mogul World Wide LLC

Carter Automotive Company LLC

Beck Arnley Holdings LLC

F-M Motorparts TSC LLC

F-M TSC Real Estate Holdings LLC

Federal-Mogul Products US LLC

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Brian J. Kesseler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tenneco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/	BRIAN J. KESSELER
	Brian J. Kesseler
	Chief Executive Officer

Dated: May 11, 2020

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kenneth R. Trammell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tenneco Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the registrant’s internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/	KENNETH R. TRAMMELL
	Kenneth R. Trammell
	Interim Executive Vice President and Chief Financial Officer

Dated: May 11, 2020

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Tenneco Inc. (the “Company”) for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Brian J. Kesseler Chief Executive Officer of the Company and Kenneth R. Trammell, as Interim Chief Financial Officer of the Company, hereby certify that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ BRIAN J. KESSELER 

Brian J. Kesseler

Chief Executive Officer

/s/ KENNETH R. TRAMMELL

Kenneth R. Trammell

Interim Chief Financial Officer

Dated: May 11, 2020

This certification shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. In addition, this certification shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Debt and Other Financing Arrangements - New Credit Facility (Details) - Term Loan	3 Months Ended
	Mar. 31, 2020
Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	3.0
LIBOR | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Basis spread	2.00%
LIBOR | Term Loan B Facility
Line of Credit Facility [Line Items]
Basis spread	2.75%
Debt Covenant, Term 1 | LIBOR | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Basis spread	2.00%
Debt Covenant, Term 1 | LIBOR | Term Loan A, New Credit Facility, Third Amendment
Line of Credit Facility [Line Items]
Basis spread	2.50%
Debt Covenant, Term 1 | LIBOR | Term Loan B Facility
Line of Credit Facility [Line Items]
Basis spread	3.00%
Debt Covenant, Term 1 | Minimum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	3.0
Debt Covenant, Term 1 | Minimum | LIBOR | Term Loan A, New Credit Facility, Third Amendment
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	6.0
Debt Covenant, Term 2 | LIBOR | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Basis spread	1.75%
Debt Covenant, Term 2 | LIBOR | Term Loan A, New Credit Facility, Third Amendment
Line of Credit Facility [Line Items]
Basis spread	2.25%
Debt Covenant, Term 2 | Minimum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	2.5
Debt Covenant, Term 2 | Minimum | LIBOR | Term Loan A, New Credit Facility, Third Amendment
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	4.5
Debt Covenant, Term 2 | Maximum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	3.0
Debt Covenant, Term 2 | Maximum | LIBOR | Term Loan A, New Credit Facility, Third Amendment
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	6.0
Debt Covenant, Term 3 | LIBOR | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Basis spread	1.50%
Debt Covenant, Term 3 | Minimum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	1.5
Debt Covenant, Term 3 | Maximum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	2.5
Debt Covenant, Term 4 | LIBOR | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Basis spread	1.25%
Debt Covenant, Term 4 | Maximum | Term Loan A, New Credit Facility
Line of Credit Facility [Line Items]
Consolidated net leverage ratio	1.5

XML

Fair Value - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset impairment charges	$ 854
Definite-lived intangible assets impairment charges	65
Goodwill impairment charges	267
Trade names and trademarks intangible asset impairment charges	51
Ride Performance
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Definite-lived intangible assets impairment charges	65
Impairment of property, plant and equipment	455
Goodwill impairment charges	37	$ 60
Trade names and trademarks intangible asset impairment charges	11
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 1
Derivative asset			$ 1

XML

Debt and Other Financing Arrangements - Short Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Maturities classified as current	$ 3	$ 4
Short-term borrowings	171	179
Bank overdrafts	1	2
Total short-term debt	$ 175	$ 185

XML

Acquisitions and Divestitures - Assets Held For Sale (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 01, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets		$ 2	$ 1
Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Receivables		4		$ 5
Inventories		6		8
Other current assets		2		1
Long-lived assets		16		18
Goodwill		3		4
Impairment on carrying value		(8)		(8)
Total assets held for sale		23		28
Accounts payable		3		4
Accrued liabilities		2		2
Total liabilities held for sale		5		$ 6
Motorsports Certain Assets and Liabilities | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of assets	$ 22	$ 16

XML

Summary of Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest, not currently redeemable	$ 41		$ 44
Redeemable noncontrolling interest, redemption value	31		$ 152
Reclassification of noncontrolling interest to permanent equity	(82)	$ 0
Noncontrolling interest tender offer redemption	15	0
Purchase accounting measurement period adjustment	$ 0	$ 8
Öhlins Intressenter AB | K Öhlin Holding AB
Redeemable Noncontrolling Interest [Line Items]
Ownership percentage			9.50%

XML

Shareholders' Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Shareholders' Equity

15. Shareholders' Equity

Common Stock Outstanding

The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Common Stock at March 31, 2020 and December 31, 2019. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Common Stock at March 31, 2020 and December 31, 2019.

Total common stock outstanding and changes in common stock issued are as follows:

	Three Months Ended March 31,
	Class A Common Stock				Class B Common Stock
	2020		2019		2020	2019
Shares issued at beginning of period	71,727,061		71,675,379		23,793,669	23,793,669
Issuance (repurchased) pursuant to benefit plans	450,175		120,622		—	—
Restricted stock forfeited and withheld for taxes	(119,644	)	(54,293	)	—	—
Stock options exercised	—		8,438		—	—
Shares issued at end of period	72,057,592		71,750,146		23,793,669	23,793,669
Treasury stock	14,592,888		14,592,888		—	—
Total shares outstanding	57,464,704		57,157,258		23,793,669	23,793,669

Class B Common Stock Conversion

Effective April 1, 2020, Icahn Enterprises L.P. ("IEP") exercised its right to convert 3,485,215 shares of the Company’s Class B Common Stock into 3,485,215 shares of the Company’s Class A Common Stock. As a result, IEP holds 9,136,392 shares, or approximately 14.99%, of the Company’s outstanding Class A Common Stock and 20,308,454 shares of the Company’s Class B Common Stock.

Preferred Stock

The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at both March 31, 2020 and December 31, 2019. No shares of preferred stock were issued or outstanding at those dates.

Shareholder Rights Plan

On April 15, 2020, the Company's Board of Directors approved a Section 382 Rights Plan, which will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of the Company’s 2021 annual meeting of stockholders, if at such stockholder meeting or any other meeting of stockholders of the Company duly held prior to such meeting, a proposal to ratify the Section 382 Rights Plan has not been passed by the requisite vote of the Company’s

stockholders; (ii) the date on which the Board of Directors determines in its sole discretion that (x) the Section 382 Rights Plan is no longer necessary for the preservation of material valuable tax attributes or (y) the tax attributes have been fully utilized and may no longer be carried forward; and (iii) the close of business on October 2, 2021.

Pursuant to the Section 382 Rights Plan, our Board of Directors declared a dividend of (i) one preferred share purchase right (a “Class A Right”), payable on April 27, 2020, for each share of Class A Voting Common Stock and (ii) one preferred share purchase right (a “Class B Right” and, together with the Class A Rights, the “Rights”), payable on April 27, 2020, for each share of Class B Non-Voting Common Stock, in each case, outstanding on April 27, 2020 to the stockholders of record on that date. Each Right, which is exercisable only in the event that any person or group acquires 4.9% or more of the Company’s outstanding shares of Class A Voting Common Stock (with certain limited exceptions), would entitle any holder other than the person or group whose ownership position has exceeded the ownership limit to purchase common stock having a value equal to twice the exercise price of the Right, or, at the election of the Board of Directors, to exchange each Right for one share of Class A Common Stock per Class A Right or one share of Class B Non-Voting Common Stock per Class B Right.

Accumulated Other Comprehensive Income (Loss)

The following represents the Company's changes in accumulated other comprehensive income (loss) by component, net of tax for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020			2019
Foreign currency translation adjustments and other:
Balance at beginning of period	$	(369	)	$	(395	)
Other comprehensive income (loss) before reclassifications adjustments	(199		)	27
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(199		)	27
Income tax provision (benefit)	—			2
Balance at end of period	(568		)	(366		)
Pensions and other postretirement benefits:
Balance at beginning of period	(342		)	(297		)
Other comprehensive income (loss) before reclassifications	—			—
Reclassification from other comprehensive income (loss)	3			1
Other comprehensive income (loss)	3			1
Income tax provision (benefit)	1			—
Balance at end of period	(338		)	(296		)
Cash flow hedge instruments
Balance at beginning of period	—			—
Other comprehensive income (loss) before reclassifications	(3		)	4
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(3		)	4
Income tax provision (benefit)	1			—
Balance at end of period	(2		)	4
Accumulated other comprehensive loss at end of period	$	(908	)	$	(658	)
Other comprehensive income (loss) attributable to noncontrolling interests	$	(20	)	$	6

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Summary of Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Redeemable Noncontrolling Interests

The following is a rollforward of activities in the Company's redeemable noncontrolling interests:

	Three Months Ended March 31,
	2020			2019
Balance at beginning of period	$	196		$	138
Net income (loss) attributable to redeemable noncontrolling interests	(4		)	5
Other comprehensive income (loss)	(7		)	2
Acquisition and other	—			16
Noncontrolling interest tender offer redemption	(46		)	—
Redemption value measurement adjustment	15			—
Purchase accounting measurement period adjustment	—			(8		)
Reclassification of noncontrolling interest to permanent equity	(82		)	—
Dividends declared	—			—
Balance at end of period	$	72		$	153

Schedule of Earnings Per Share, Basic and Diluted

Actual weighted average shares outstanding used in calculating earnings (loss) per share were:

	Three Months Ended March 31,
	2020	2019
Weighted average shares of common stock outstanding	81,168,562	80,874,637
Effect of dilutive securities:
Restricted stock, PSUs, and RSUs	—	—
Stock options	—	—
Dilutive shares outstanding	81,168,562	80,874,637

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Pension Plans, Postretirement and Other Employee Benefits (Tables)

3 Months Ended

Mar. 31, 2020

Retirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

Components of net periodic benefit cost (credit) for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	—		$	6		$	1		$	6		$	—		$	—
Interest cost	10			4			13			7			2			3
Expected return on plan assets	(16		)	(4		)	(17		)	(5		)	—			—
Net amortization:
Actuarial loss	2			2			1			1			1			1
Prior service cost (credit)	—			—			—			—			(2		)	(2		)
Net pension and postretirement costs (credits)	$	(4	)	$	8		$	(2	)	$	9		$	1		$	2

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Investment in Nonconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The following tables present summarized aggregated financial information of the Company's nonconsolidated affiliates for the three months ended March 31, 2020 and 2019. The amounts represent 100% of the interest in the nonconsolidated affiliates and not the Company's proportionate share:

	Three Months Ended March 31, 2020
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	96	$	30	$	105	$	231
Gross profit	$	26	$	6	$	20	$	52
Income from continuing operations	$	23	$	7	$	9	$	39
Net income	$	18	$	6	$	6	$	30

	Three Months Ended March 31, 2019
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	91	$	39	$	125	$	255
Gross profit	$	21	$	16	$	23	$	60
Income from continuing operations	$	19	$	11	$	13	$	43
Net income	$	18	$	9	$	11	$	38

The Company's ownership interest in affiliates accounted for under the equity method is as follows:

	March 31, 2020		December 31, 2019
Anqing TP Goetze Piston Ring Company Limited (China)	35.7	%	35.7	%
Anqing TP Powder Metallurgy Co., Ltd (China)	20.0	%	20.0	%
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)	50.0	%	50.0	%
Farloc Argentina SAIC Y F (Argentina)	23.9	%	23.9	%
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)	50.0	%	50.0	%
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)	25.0	%	25.0	%
Federal-Mogul TP Liners, Inc. (USA)	46.0	%	46.0	%
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)	49.0	%	49.0	%
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)	19.9	%	19.9	%
KB Autosys Co., Ltd. (Korea)	33.6	%	33.6	%
Montagewerk Abgastechnik Emden GmbH (Germany)	50.0	%	50.0	%

The Company's investments in its nonconsolidated affiliates at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020		December 31, 2019
Investments in nonconsolidated affiliates	$	509	$	518

The following table represents the activity from the Company's investments in its nonconsolidated affiliates for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	13	$	16
Cash dividends received from nonconsolidated affiliates	$	13	$	15

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 767	$ 564
Restricted cash	3	2
Receivables:
Customer notes and accounts, net	2,146	2,438
Other	96	100
Inventories	2,001	1,999
Prepayments and other current assets	623	632
Total current assets	5,636	5,735
Property, plant and equipment, net	3,012	3,627
Long-term receivables, net	8	10
Goodwill	505	775
Intangibles, net	1,264	1,422
Investments in nonconsolidated affiliates	509	518
Deferred income taxes	747	607
Other assets	543	532
Total assets	12,224	13,226
Current liabilities:
Short-term debt, including current maturities of long-term debt	175	185
Accounts payable	2,443	2,647
Accrued compensation and employee benefits	294	325
Accrued income taxes	96	72
Accrued expenses and other current liabilities	968	1,070
Total current liabilities	3,976	4,299
Long-term debt	5,837	5,371
Deferred income taxes	84	106
Pension and postretirement benefits	1,109	1,145
Deferred credits and other liabilities	497	490
Commitments and contingencies (Note 13)
Total liabilities	11,503	11,411
Redeemable noncontrolling interests	72	196
Tenneco Inc. shareholders’ equity:
Preferred stock — $0.01 par value; none issued	0	0
Additional paid-in capital	4,427	4,432
Accumulated other comprehensive loss	(908)	(711)
Accumulated deficit	(2,206)	(1,367)
Total shareholders equity before treasury stock	1,314	2,355
Shares held as treasury stock — at cost: March 31, 2020 and December 31, 2019 — 14,592,888	(930)	(930)
Total Tenneco Inc. shareholders’ equity	384	1,425
Noncontrolling interests	265	194
Total equity	649	1,619
Total liabilities, redeemable noncontrolling interests and equity	12,224	13,226
Class A voting stock — $0.01 par value; shares issued: March 31, 2020 — 72,057,592 and December 31, 2019 — 71,727,061
Tenneco Inc. shareholders’ equity:
Common stock	1	1
Class B non-voting convertible stock — $0.01 par value; shares issued: March 31, 2020 and December 31, 2019 — 23,793,669
Tenneco Inc. shareholders’ equity:
Common stock	$ 0	$ 0

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Pension Plans, Postretirement and Other Employee Benefits

3 Months Ended

Mar. 31, 2020

Retirement Benefits [Abstract]

Pension Plans, Postretirement and Other Employee Benefits

11. Pension Plans, Postretirement and Other Employee Benefits

The Company sponsors several defined benefit pension plans ("Pension Benefits") and health care and life insurance benefits ("Other Postretirement Benefits", or "OPEB") for certain employees and retirees around the world.

Components of net periodic benefit cost (credit) for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	—		$	6		$	1		$	6		$	—		$	—
Interest cost	10			4			13			7			2			3
Expected return on plan assets	(16		)	(4		)	(17		)	(5		)	—			—
Net amortization:
Actuarial loss	2			2			1			1			1			1
Prior service cost (credit)	—			—			—			—			(2		)	(2		)
Net pension and postretirement costs (credits)	$	(4	)	$	8		$	(2	)	$	9		$	1		$	2

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Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Acquisitions and Divestitures

3. Acquisitions and Divestitures

Öhlins Intressenter AB Acquisition

On January 10, 2019, the Company completed the acquisition of a 90.5% ownership interest in Öhlins Intressenter AB (“Öhlins”, the “Öhlins Acquisition”), a Swedish technology company that develops premium suspension systems and components for the automotive and motorsport industries for a purchase price of $162 million (including $4 million of cash acquired). The remaining 9.5% ownership interest in Öhlins (the “KÖ Interest”) was retained by K Öhlin Holding AB (“Köhlin”). Köhlin has an irrevocable right at any time after the third anniversary of the Öhlins Acquisition to sell the KÖ Interest to the Company. Refer to Note 2, Summary of Significant Accounting Policies, for further information on the KÖ Interest.

Pro Forma Results

Pro forma results of operations have not been presented because the effects of the Öhlins Acquisition were not material to the Company’s condensed consolidated results of operations.

Assets Held for Sale

As the Company continues to rationalize its product portfolio and focus on core production lines, the Company has classified a non-core business in the Motorparts segment as held for sale. At March 31, 2020, expected proceeds from a sale would be approximately $16 million, which is representative of its fair value. The related assets and liabilities were classified as held for sale at March 31, 2020. A sale is expected to occur within the next twelve months.

The related assets and liabilities are classified as held for sale at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Assets
Receivables	$	4		$	5
Inventories	6			8
Other current assets	2			1
Long-lived assets	16			18
Goodwill	3			4
Impairment on carrying value	(8		)	(8		)
Total assets held for sale	$	23		$	28
Liabilities
Accounts payable	$	3		$	4
Accrued liabilities	2			2
Total liabilities held for sale	$	5		$	6

The assets and liabilities held for sale are recorded in prepayments and other current assets and accrued expenses and other current liabilities in the condensed consolidated balance sheets at March 31, 2020 and December 31, 2019.

On March 1, 2019, in accordance with a stock and asset purchase agreement, the Company sold certain assets and liabilities related to a non-core business, and received sale proceeds of $22 million, subject to customary working capital adjustments, in the three months ended March 31, 2019.

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Investment in Nonconsolidated Affiliates

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Nonconsolidated Affiliates

7. Investment in Nonconsolidated Affiliates

The Company's ownership interest in affiliates accounted for under the equity method is as follows:

	March 31, 2020		December 31, 2019
Anqing TP Goetze Piston Ring Company Limited (China)	35.7	%	35.7	%
Anqing TP Powder Metallurgy Co., Ltd (China)	20.0	%	20.0	%
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)	50.0	%	50.0	%
Farloc Argentina SAIC Y F (Argentina)	23.9	%	23.9	%
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)	50.0	%	50.0	%
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)	25.0	%	25.0	%
Federal-Mogul TP Liners, Inc. (USA)	46.0	%	46.0	%
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)	49.0	%	49.0	%
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)	19.9	%	19.9	%
KB Autosys Co., Ltd. (Korea)	33.6	%	33.6	%
Montagewerk Abgastechnik Emden GmbH (Germany)	50.0	%	50.0	%

The Company's investments in its nonconsolidated affiliates at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020		December 31, 2019
Investments in nonconsolidated affiliates	$	509	$	518

The carrying amount of the Company's investments in its nonconsolidated affiliates accounted for under the equity method exceeded its share of the underlying net assets by $252 million and $251 million at March 31, 2020 and December 31, 2019.

The following table represents the activity from the Company's investments in its nonconsolidated affiliates for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	$	13	$	16
Cash dividends received from nonconsolidated affiliates	$	13	$	15

The following tables present summarized aggregated financial information of the Company's nonconsolidated affiliates for the three months ended March 31, 2020 and 2019. The amounts represent 100% of the interest in the nonconsolidated affiliates and not the Company's proportionate share:

	Three Months Ended March 31, 2020
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	96	$	30	$	105	$	231
Gross profit	$	26	$	6	$	20	$	52
Income from continuing operations	$	23	$	7	$	9	$	39
Net income	$	18	$	6	$	6	$	30

	Three Months Ended March 31, 2019
Statements of Income	Otomotiv A.S.		Anqing TP Goetze		Other		Total
Sales	$	91	$	39	$	125	$	255
Gross profit	$	21	$	16	$	23	$	60
Income from continuing operations	$	19	$	11	$	13	$	43
Net income	$	18	$	9	$	11	$	38

See Note 17, Related Party Transactions, for additional information on balances and transactions with equity method investments.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2019 $ / shares
Statement of Stockholders' Equity [Abstract]
Cash dividends (in dollars per share)	$ 0.25

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Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Contingency [Line Items]
Income tax (expense) benefit	$ (94,000,000)	$ 0
Earnings before income taxes and noncontrolling interests	(920,000,000)	$ (105,000,000)
Tax benefit relating to impairment	105,000,000
Asset impairments	854,000,000
Reasonably possible change in unrecognized tax benefits	32,000,000
U.S., China, France, Poland, and Spain
Income Tax Contingency [Line Items]
One-time tax expense	550,000,000
Tax Year 2011 | Foreign
Income Tax Contingency [Line Items]
Tax credit carryforward	29,000,000
Tax Year 2012 | Foreign
Income Tax Contingency [Line Items]
Tax credit carryforward	$ 21,000,000

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Segment Information - Additional Information (Details) - Segment	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Number of operating segments	4
Forecast
Segment Reporting Information [Line Items]
Number of operating segments		2

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Share-Based Compensation - Unvested Restricted Shares (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares shares
Restricted Shares
Nonvested Restricted Shares
Unvested, beginning balance (in shares) | shares	35,630
Granted (in shares) | shares	169,781
Vested (in shares) | shares	(196,332)
Forfeited (in shares) | shares	0
Unvested, ending balance (in shares) | shares	9,079
Weighted Avg. Grant Date Fair Value
Unvested, beginning balance (in dollars per share) | $ / shares	$ 63.27
Granted (in dollars per share) | $ / shares	9.15
Vested (in dollars per share) | $ / shares	39.59
Forfeited (in dollars per share) | $ / shares	0
Unvested, ending balance (in dollars per share) | $ / shares	$ 57.92
Share-Settled RSUs
Nonvested Restricted Shares
Unvested, beginning balance (in shares) | shares	1,125,346
Granted (in shares) | shares	1,389,681
Vested (in shares) | shares	(280,394)
Forfeited (in shares) | shares	(238,283)
Unvested, ending balance (in shares) | shares	1,996,350
Weighted Avg. Grant Date Fair Value
Unvested, beginning balance (in dollars per share) | $ / shares	$ 37.91
Granted (in dollars per share) | $ / shares	7.47
Vested (in dollars per share) | $ / shares	41.47
Forfeited (in dollars per share) | $ / shares	34.37
Unvested, ending balance (in dollars per share) | $ / shares	$ 27.84
Unrecognized compensation costs | $	$ 32
Unrecognized compensation costs, not yet recognized	2 years
PSUs
Nonvested Restricted Shares
Unvested, beginning balance (in shares) | shares	806,233
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Forfeited (in shares) | shares	(213,843)
Unvested, ending balance (in shares) | shares	592,390
Weighted Avg. Grant Date Fair Value
Unvested, beginning balance (in dollars per share) | $ / shares	$ 34.12
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	26.74
Unvested, ending balance (in dollars per share) | $ / shares	$ 36.25

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Debt and Other Financing Arrangements - New Credit Facility - Other Terms (Details) - Term Loan	3 Months Ended
	Mar. 31, 2020 covenant
Term Loan A, New Credit Facility
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.0
Minimum | Term Loan A, New Credit Facility | Debt Covenant, Term 1
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.0
Minimum | Term Loan A, New Credit Facility | Debt Covenant, Term 2
Debt Instrument [Line Items]
Consolidated net leverage ratio	2.5
Minimum | Term Loan A, New Credit Facility | Debt Covenant, Term 3
Debt Instrument [Line Items]
Consolidated net leverage ratio	1.5
Maximum | Term Loan A, New Credit Facility | Debt Covenant, Term 2
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.0
Maximum | Term Loan A, New Credit Facility | Debt Covenant, Term 3
Debt Instrument [Line Items]
Consolidated net leverage ratio	2.5
Maximum | Term Loan A, New Credit Facility | Debt Covenant, Term 4
Debt Instrument [Line Items]
Consolidated net leverage ratio	1.5
Financial Maintenance Covenant | Term Loan A, New Credit Facility
Debt Instrument [Line Items]
Number of covenants	2
Consolidated interest coverage ratio	2.75
Financial Maintenance Covenant | Term Loan A, New Credit Facility | Debt Covenant, Term 1
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.50
Financial Maintenance Covenant | Term Loan A, New Credit Facility | Debt Covenant, Term 2
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.25
Financial Maintenance Covenant | Term Loan A, New Credit Facility | Debt Covenant, Term 3
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.00
Financial Maintenance Covenant | Term Loan A, New Credit Facility | Debt Covenant, Term 4
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.75
Financial Maintenance Covenant | Term Loan A, New Credit Facility | Debt Covenant, Term 5
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.50
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 1
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.50
Consolidated interest coverage ratio	2.75
Senior secured net leverage ratio	6.75
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 2
Debt Instrument [Line Items]
Consolidated net leverage ratio	5.25
Consolidated interest coverage ratio	2.00
Senior secured net leverage ratio	9.50
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 3
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.75
Consolidated interest coverage ratio	1.50
Senior secured net leverage ratio	8.75
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 4
Debt Instrument [Line Items]
Consolidated net leverage ratio	4.25
Consolidated interest coverage ratio	2.75
Senior secured net leverage ratio	8.25
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 5
Debt Instrument [Line Items]
Consolidated net leverage ratio	3.75
Senior secured net leverage ratio	4.50
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 6
Debt Instrument [Line Items]
Senior secured net leverage ratio	4.25
Financial Maintenance Covenant | Term Loan A, New Credit Facility, Third Amendment | Debt Covenant, Term 7
Debt Instrument [Line Items]
Senior secured net leverage ratio	4.00
Financial Maintenance Covenant | Minimum | Term Loan A, New Credit Facility | Debt Covenant, Term 1
Debt Instrument [Line Items]
Consolidated net leverage ratio	2.00
Financial Maintenance Covenant | Maximum | Term Loan A, New Credit Facility | Debt Covenant, Term 1
Debt Instrument [Line Items]
Consolidated net leverage ratio	2.00

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Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Anqing TP Goetze Piston Ring Company Limited
Related Party Transaction [Line Items]
Net Sales	$ 4	$ 0
Purchases	10	14
Royalty and Other Income	0	0
Receivables	6		$ 1
Payables and accruals	17		26
Anqing TP Powder Metallurgy Company Limited
Related Party Transaction [Line Items]
Net Sales	1	0
Purchases	1	1
Royalty and Other Income	0	0
Receivables	0		0
Payables and accruals	1		1
Dongsuh Federal-Mogul Industrial Co., Ltd.
Related Party Transaction [Line Items]
Net Sales	1	1
Purchases	2	2
Royalty and Other Income	0	0
Receivables	0		0
Payables and accruals	2		2
Farloc Argentina SAIC
Related Party Transaction [Line Items]
Receivables	0		1
Payables and accruals	0		0
Federal-Mogul Powertrain Otomotiv A.S.
Related Party Transaction [Line Items]
Net Sales	12	28
Purchases	59	59
Royalty and Other Income	4	1
Receivables	7		8
Payables and accruals	25		31
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.
Related Party Transaction [Line Items]
Net Sales	0	0
Purchases	1	3
Royalty and Other Income	0	0
Federal-Mogul TP Liners, Inc.
Related Party Transaction [Line Items]
Net Sales	4	4
Purchases	12	0
Royalty and Other Income	0	0
Receivables	2		2
Payables and accruals	6		7
Frenos Hidraulicos Autos
Related Party Transaction [Line Items]
Net Sales	0	0
Purchases	0	0
Royalty and Other Income	0	0
Icahn Automotive Group LLC
Related Party Transaction [Line Items]
Net Sales	33	43
Purchases	0	0
Royalty and Other Income	1	1
Receivables	41		52
Payables and accruals	8		10
Montagewerk Abgastechnik Emden GmbH
Related Party Transaction [Line Items]
Net Sales	3	2
Purchases	0	0
Royalty and Other Income	0	0
Receivables	0		1
Payables and accruals	0		$ 0
PSC Metals, Inc.
Related Party Transaction [Line Items]
Net Sales	0	1
Purchases	0	0
Royalty and Other Income	$ 0	$ 0

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Commitments and Contingencies - Warranty Accrual Table (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning balance	$ 54	$ 45
Accruals related to product warranties	3	5
Reductions for payments made	(6)	(2)
Foreign currency	0	0
Ending balance	$ 51	$ 48

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Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) reporting_unit	Mar. 31, 2019 USD ($) reporting_unit	Dec. 31, 2019 USD ($)
Goodwill [Roll Forward]
Gross carrying amount at beginning of period	$ 1,244
Foreign exchange	(3)
Gross carrying amount at end of period	1,241
Accumulated impairment loss, beginning balance	(469)
Impairment	(267)
Accumulated impairment loss, ending balance	(736)
Net carrying value at end of period	$ 505		$ 775
Clean Air
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	3,000,000
Goodwill [Roll Forward]
Gross carrying amount at beginning of period	$ 22
Foreign exchange	0
Gross carrying amount at end of period	22
Accumulated impairment loss, beginning balance	0
Impairment	0
Accumulated impairment loss, ending balance	0
Net carrying value at end of period	$ 22
Powertrain
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1,000,000
Goodwill [Roll Forward]
Gross carrying amount at beginning of period	$ 343
Foreign exchange	0
Gross carrying amount at end of period	343
Accumulated impairment loss, beginning balance	(18)
Impairment	(160)
Accumulated impairment loss, ending balance	(178)
Net carrying value at end of period	$ 165
Ride Performance
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1,000,000	2
Goodwill [Roll Forward]
Gross carrying amount at beginning of period	$ 259
Foreign exchange	(3)
Gross carrying amount at end of period	256
Accumulated impairment loss, beginning balance	(212)
Impairment	(37)	$ (60)
Accumulated impairment loss, ending balance	(249)
Net carrying value at end of period	$ 7
Motorparts
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1,000,000	1
Goodwill [Roll Forward]
Gross carrying amount at beginning of period	$ 620
Foreign exchange	0
Gross carrying amount at end of period	620
Accumulated impairment loss, beginning balance	(239)
Impairment	(70)
Accumulated impairment loss, ending balance	(309)
Net carrying value at end of period	$ 311
Greater than 10% | Clean Air
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	3
Goodwill for reporting units where fair value exceeds carrying value	$ 22
Greater than 10% | Powertrain
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	0
Goodwill for reporting units where fair value exceeds carrying value	$ 0
Greater than 10% | Ride Performance
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1
Goodwill for reporting units where fair value exceeds carrying value	$ 7
Greater than 10% | Motorparts
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	0
Goodwill for reporting units where fair value exceeds carrying value	$ 0
Less than 10% | Clean Air
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	0
Goodwill for reporting units where fair value exceeds carrying value	$ 0
Less than 10% | Powertrain
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1
Goodwill for reporting units where fair value exceeds carrying value	$ 165
Less than 10% | Ride Performance
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	0
Goodwill for reporting units where fair value exceeds carrying value	$ 0
Less than 10% | Motorparts
Goodwill [Line Items]
Number of reporting units with goodwill | reporting_unit	1
Goodwill for reporting units where fair value exceeds carrying value	$ 311

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Investment in Nonconsolidated Affiliates - Summarized Financial Data (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule of Equity Method Investments [Line Items]
Sales	$ 231	$ 255
Gross profit	52	60
Income from continuing operations	39	43
Net income	30	38
Otomotiv A.S.
Schedule of Equity Method Investments [Line Items]
Sales	96	91
Gross profit	26	21
Income from continuing operations	23	19
Net income	18	18
Anqing TP Goetze
Schedule of Equity Method Investments [Line Items]
Sales	30	39
Gross profit	6	16
Income from continuing operations	7	11
Net income	6	9
Other
Schedule of Equity Method Investments [Line Items]
Sales	105	125
Gross profit	20	23
Income from continuing operations	9	13
Net income	$ 6	$ 11

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Environmental Loss Contingencies

The Company's expected payments of environmental remediation costs for non-indemnified locations are estimated to be approximately:

	2020		2021		2022		2023		2024		2025 and thereafter
Expected payments	$	6	$	4	$	2	$	2	$	2	$	15

The Company maintains the aggregated estimated share of environmental remediation costs for all these sites on a discounted basis in the condensed consolidated balance sheets as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	7	$	8
Deferred credits and other liabilities	28		28
	$	35	$	36

Schedule of Asset Retirement Obligations

The Company's ARO liabilities in the condensed consolidated balance sheets are as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	3	$	3
Deferred credits and other liabilities	12		13
	$	15	$	16

Warranty Accrual Table

:

	Three months ended March 31,
	2020			2019
Balance at beginning of period	$	54		$	45
Accruals related to product warranties	3			5
Reductions for payments made	(6		)	(2		)
Foreign currency	—			—
Balance at end of period	$	51		$	48

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Derivatives and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summarization for Foreign Currency Forward Purchase and Sale Contracts

The following table summarizes by position the notional amounts for foreign currency forward contracts at March 31, 2020 (all of which mature in 2021):

	Notional Amount
Long positions	$	52
Short positions	$	(53	)

Schedule of Derivative Instruments

The following table is a summary of the carrying value of derivative and non-derivative instruments designated as hedges at March 31, 2020 and December 31, 2019:

		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	$	3	$	—
Foreign currency borrowings designated as net investment hedges	Long-term debt	$	865	$	850

The following table represents the amount of gain (loss) recognized in accumulated other comprehensive income (loss) before any reclassifications into net income (loss) for derivative and non-derivative instruments designated as hedges for the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020			2019
Commodity price hedge contracts designated as cash flow hedges	$	(3	)	$	4
Foreign currency borrowings designated as net investment hedges	$	14		$	19

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Summary of Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation — Interim Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments (consisting of normal recurring adjustments) management believes are necessary to fairly state the results of operations, comprehensive income, financial position, changes in shareholders' equity, and cash flows. The Company's management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 2, 2020. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. There are many uncertainties related to the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows.

At March 31, 2020, the Company was in compliance with all financial covenants under its credit agreement. After considering the effect of COVID-19 on its 2020 forecast, the Company determined it was likely it would not be able to maintain compliance with its financial covenants, as required by its credit agreement. As a result, on May 5, 2020, the Company entered into a third amendment to its credit agreement to increase the maximum leverage ratio and decrease the minimum interest coverage ratio. The amendment is discussed in more detail in Note 10, Debt and Other Financing Arrangements. In response to the expected economic effects of COVID-19, the Company plans to implement various cost reductions initiatives, including, but not limited to reductions to salaried costs and unpaid furloughs; the restructuring action discussed in Note 4, Restructuring Charges, Net and Asset Impairments; and the deferral of the Company’s portion of its 2020 employer paid payroll taxes and its U.S. qualified pension plan contributions under the Coronavirus Aid, Relief, and Economic Security Act.

Reclassifications: Certain amounts in the prior period have been aggregated or disaggregated to conform to current year presentation. These reclassifications included reclassifying amounts from restructuring charges, net and asset impairments to cost of sales (exclusive of depreciation and amortization) and selling, general, and administrative expenses. These reclassifications affected the three months ended March 31, 2019 and have no effect on previously reported net income, other comprehensive income (loss), and the cash provided (used) by operating, investing or financing activities within the condensed consolidated statements of cash flows.

Redeemable Noncontrolling Interests: The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the event of a change in control of Tenneco Inc. or certain of its subsidiaries or the passage of time.

At March 31, 2020 and December 31, 2019, the Company held redeemable noncontrolling interests of $41 million and $44 million which were not currently redeemable or probable of becoming redeemable. The redemption of these redeemable noncontrolling interests is not solely within the Company's control, therefore, they are presented in the temporary equity section of the Company's condensed consolidated balance sheets. The Company does not believe it is probable the redemption features related to these noncontrolling interest securities will be triggered, as a change in control event is generally not probable until it occurs. As such, these noncontrolling interests have not been remeasured to redemption value.

In addition, at March 31, 2020 and December 31, 2019, the Company held redeemable noncontrolling interests of $31 million and $152 million which were currently redeemable or probable of becoming redeemable. These noncontrolling interests are also presented in the temporary equity section of the Company's condensed consolidated balance sheets and have been remeasured to redemption value. The Company immediately recognizes changes to redemption value as a component of noncontrolling interest income (loss) in the condensed consolidated statements of income (loss). These redeemable noncontrolling interests include the following:

• 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 $82 million was reclassified to permanent equity during the three months ended March 31, 2020. See Note 17, Related Party Transactions, for additional information related to the tender offer of this redeemable noncontrolling interest; and

• A 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) was retained by K Öhlin Holding AB (“Köhlin”), as a result of the Öhlins acquisition on January 10, 2019. Köhlin has an irrevocable right at any time after the third anniversary of the Öhlins acquisition to sell the KÖ Interest to the Company. Since it is probable the KÖ Interest will become redeemable, the Company recognized the change in carrying value and recorded an adjustment of $15 million during the three months ended March 31, 2020 to reflect its redemption value of $31 million at March 31, 2020.

For the three months ended March 31, 2019, the Company recorded a decrease to the redeemable noncontrolling interests of $8 million, as a result of adjustments made in the measurement period to the preliminary purchase price allocation from the Federal-Mogul Acquisition. The purchase price allocations for the Federal-Mogul acquisition have been finalized.

The following is a rollforward of activities in the Company's redeemable noncontrolling interests:

	Three Months Ended March 31,
	2020			2019
Balance at beginning of period	$	196		$	138
Net income (loss) attributable to redeemable noncontrolling interests	(4		)	5
Other comprehensive income (loss)	(7		)	2
Acquisition and other	—			16
Noncontrolling interest tender offer redemption	(46		)	—
Redemption value measurement adjustment	15			—
Purchase accounting measurement period adjustment	—			(8		)
Reclassification of noncontrolling interest to permanent equity	(82		)	—
Dividends declared	—			—
Balance at end of period	$	72		$	153

Income taxes: On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted into U.S. law, which, among other provisions, included an anti-deferral provision (the Global Intangible Low-Taxed Income tax) effective from 2018 wherein taxes on foreign income are imposed in excess of a deemed return on tangible assets of non-U.S. corporations.  The Company has elected the “tax law ordering approach” in that the Company will look to tax law ordering to determine whether its NOL

carryforward deferred tax asset is expected to be realized. Based on the tax law ordering approach, NOL carryforwards are realizable if they will reduce the expected tax liability when utilized, regardless if the 50% GILTI deduction or related FTCs may have been available.

Earnings (loss) per share: Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding during the period. Diluted earnings (loss) per share reflects the weighted average effect of all potentially dilutive securities from the date of issuance. Actual weighted average shares outstanding used in calculating earnings (loss) per share were:

	Three Months Ended March 31,
	2020	2019
Weighted average shares of common stock outstanding	81,168,562	80,874,637
Effect of dilutive securities:
Restricted stock, PSUs, and RSUs	—	—
Stock options	—	—
Dilutive shares outstanding	81,168,562	80,874,637

For the three months ended March 31, 2020 and 2019, the calculation of diluted earnings (loss) per share excluded 1,610,556 and 1,714,950 of share-based awards, as the effect on the calculation would have been anti-dilutive.

New Accounting Pronouncements

Adoption of New Accounting Standards

Income Taxes — In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU allows certain simplifications in the annual effective tax rate computations, which did not have a material effect on the financial statements. The Company has early adopted this ASU on a prospective basis beginning January 1, 2020.

Intangibles — On January 1, 2020, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which includes amendments to align the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The Company adopted this guidance on a prospective basis beginning January 1, 2020 and the effects of the adoption were not material on the consolidated financial statements.

Retirement benefits — In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The new standard (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including reasons for significant gains and losses related to changes in the benefit obligation. The amendments in this update are effective for fiscal years ending after December 15, 2020. The Company will adopt the enhanced disclosures in the consolidated financial statements for the year ended December 31, 2020.

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Description of Business

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1. Description of Business

Tenneco Inc. ("Tenneco" or "the Company") was formed under the laws of Delaware in 1996. Tenneco designs, manufactures, and sells products and services for light vehicle, commercial truck, off-highway, industrial, and aftermarket customers. The Company is one of the world's leading manufacturers of clean air, powertrain, and ride performance products and systems, and serves both original equipment manufacturers ("OEM") and replacement markets worldwide.

On October 1, 2018, the Company completed the acquisition of Federal-Mogul LLC (“Federal-Mogul”) (the “Federal-Mogul Acquisition”), a global supplier of technology and innovation in vehicle and industrial products for fuel economy, emissions reductions, and safety systems. Federal-Mogul serves the world’s foremost OEM and servicers (“OES”, and together with OEM, “OE”) of automotive, light, medium and heavy-duty commercial vehicles, off road, agricultural, marine, rail, aerospace, and power generation and industrial equipment, as well as the worldwide aftermarket.

The Company has previously announced its intentions, and has agreed to use its reasonable best efforts, to separate the combined company to form two new, independent publicly traded companies, an Aftermarket and Ride Performance company ("DRiV") and a new Powertrain Technology company ("New Tenneco"). Current end-market conditions are affecting the Company's ability to complete a separation within its previously announced timeline and the Company expects these trends will continue throughout this year. The Company is ready to separate the businesses as soon as favorable conditions are present. In order to facilitate the separation, the Company continues to evaluate multiple strategic alternatives, as well as options to deleverage and mitigate the ongoing effect of challenging market conditions and better position it to facilitate a separation transaction.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

6. Goodwill and Other Intangible Assets

As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded it was more likely than not the fair values value of certain reporting units and its indefinite-lived intangible assets had declined to below their carrying values during the three months ended March 31, 2020.

The Company completed a goodwill impairment analysis for four reporting units with goodwill in the Powertrain, Motorparts, and Ride Performance segments. The difference between the reporting units' carrying values and fair values were recognized as impairment charges. The Company recognized $267 million in non-cash impairment charges related to its goodwill during the three months ended March 31, 2020, which represented full impairments of the goodwill in one reporting unit in the Powertrain segment and one reporting unit in the Ride Performance segment, and partial impairments of goodwill in one reporting unit in the Powertrain segment and one reporting unit in the Motorparts segment.

The Company also completed an analysis to determine the fair value of its trade names and trademarks for its reporting units in the Ride Performance and Motorparts segments. It was determined their carrying values exceeded their fair values and the Company recognized $51 million in non-cash impairment charges related these indefinite-lived assets, which represented a full impairment of the trade names and trademarks in one of the reporting units in the Motorparts segment, and a partial impairment of the trade names and trademarks in one of the reporting units in the Ride Performance segment and one of the reporting units in the Motorparts segment. As a result, the remaining carrying value of the Company's trade names and trademarks equals fair value at March 31, 2020.

As discussed in more details in Note 4, Restructuring Charges, Net and Asset Impairments, the Company concluded impairment triggers had occurred for certain long-lived asset groups within the Ride Performance segment. As a result, the Company recorded non-cash impairment charges of $65 million related to its definite-lived intangible assets, which represented full impairments of the definite-lived intangible assets in these two reporting units.

As a result, impairment charges for goodwill and intangible assets recognized by segment during the three months ended March 31, 2020 consist of the following:

	Three months ended March 31, 2020
	Powertrain		Ride Performance		Motorparts		Total
Goodwill impairment charges	$	160	$	37	$	70	$	267
Trade names and trademarks intangible asset impairment charges	—		11		40		51
Definite-lived intangible assets impairment charges	—		65		—		65
	$	160	$	113	$	110	$	383

There are many uncertainties regarding the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows. As a result, if there is an adverse change to the Company’s projected financial information, due to business performance or market conditions, this may be indicative the fair value of its reporting units have declined below their carrying values, which may result in additional non-cash goodwill or intangible asset impairment charges in a future period.

The following table shows a summary of the number of reporting units with goodwill in each segment and whether or not the reporting unit's fair value exceeds its carrying value by more or less than 10% at March 31, 2020:

	Segments
	Clean Air		Powertrain		Ride Performance		Motorparts
Number of reporting units with goodwill	3		1		1		1
Number of reporting units where fair value exceeds carrying value:
Greater than 10%	3		—		1		—
Less than 10%	—		1		—		1
Goodwill for reporting units where fair value exceeds carrying value:
Greater than 10%	$	22	$	—	$	7	$	—
Less than 10%	—		165		—		311
	$	22	$	165	$	7	$	311

At March 31, 2020 and December 31, 2019, goodwill consists of the following:

	Clean Air		Powertrain			Ride Performance			Motorparts			Total
Gross carrying amount at December 31, 2019	$	22	$	343		$	259		$	620		$	1,244
Foreign exchange	—		—			(3		)	—			(3		)
Gross carrying amount at March 31, 2020	22		343			256			620			1,241
Accumulated impairment loss at December 31, 2019	—		(18		)	(212		)	(239		)	(469		)
Impairment	—		(160		)	(37		)	(70		)	(267		)
Accumulated impairment loss at March 31, 2020	—		(178		)	(249		)	(309		)	(736		)
Net carrying value at end of period	$	22	$	165		$	7		$	311		$	505

During the first quarter of 2019, the Company reorganized the reporting structure of its Aftermarket, Ride Performance, and Motorparts segments and the underlying reporting units within those segments. The Company reassigned assets and liabilities (excluding goodwill) to the reporting units affected. Goodwill was then reassigned to the reporting units using a relative fair value approach based on the fair value of the elements transferred and the fair value of the elements remaining within the original reporting units. The Company tested goodwill for impairment on a pre-reorganization basis and determined there was no impairment for the affected reporting units. The Company also performed an impairment analysis on a post-reorganization basis and determined $60 million of goodwill was impaired for two reporting units within its Ride Performance segment, one of which was a full impairment of the goodwill. As a result, this non-cash charge was recorded in the three months ended March 31, 2019. Goodwill allocated to other reporting units was supported by the valuation performed at that time.

At March 31, 2020 and December 31, 2019, the Company's intangible assets consist of the following:

		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	$	984	$	(209	)	$	775	$	988	$	(123	)	$	865
Customer contract	10 years	8		(6		)	2		8		(6		)	2
Patents	10 to 17 years	1		(1		)	—		1		(1		)	—
Technology rights	10 to 30 years	131		(41		)	90		133		(37		)	96
Packaged kits know-how	10 years	54		(8		)	46		54		(7		)	47
Catalogs	10 years	47		(7		)	40		47		(6		)	41
Licensing agreements	3 to 5 years	62		(23		)	39		63		(18		)	45
Land use rights	28 to 46 years	46		(3		)	43		47		(3		)	44
		1,333		(298		)	1,035		1,341		(201		)	1,140
Indefinite-lived intangible assets:
Trade names and trademarks							229							282
Total							$	1,264						$	1,422

The amortization expense associated with definite-lived intangible assets is as follows:

	Three Months Ended March 31,
	2020		2019
Amortization expense	$	34	$	35

The expected future amortization expense for the Company's definite-lived intangible assets is as follows:

	2020		2021		2022		2023		2024		2025 and thereafter		Total
Expected amortization expense	$	98	$	126	$	122	$	120	$	113	$	456	$	1,035

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2020	May 06, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	1-12387
Entity Registrant Name	TENNECO INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0515284
Entity Address, Address Line One	500 North Field Drive
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045
City Area Code	847
Local Phone Number	482-5000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001024725
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A
Document Information [Line Items]
Title of 12(b) Security	Class A Voting Common Stock, par value $0.01 per share
Trading Symbol	TEN
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		60,951,552
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,308,454
Preferred Stock Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	TEN
Security Exchange Name	NYSE

XML

Debt and Other Financing Arrangements

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Long-Term Debt and Financing Arrangements

10. Debt and Other Financing Arrangements

Long-Term Debt

A summary of our long-term debt obligations at March 31, 2020 and December 31, 2019 is set forth in the following table:

	March 31, 2020				December 31, 2019
	Principal		Carrying Amount (a)		Principal		Carrying Amount (a)
Credit Facilities
Revolver Borrowings
Due 2023	$	700	$	700	$	183	$	183
Term Loans
LIBOR plus 1.75% Term Loan A due 2019 through 2023	1,594		1,584		1,615		1,608
LIBOR plus 3.00% Term Loan B due 2019 through 2025	1,679		1,619		1,683		1,623
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024	225		222		225		222
$500 million of 5.000% Senior Notes due 2026	500		494		500		494
Senior Secured Notes
€415 million 4.875% Euro Fixed Rate Notes due 2022	458		470		465		479
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024	331		334		336		340
€350 million of 5.000% Euro Fixed Rate Notes due 2024	386		405		392		413
Other debt, primarily foreign instruments	12		12		14		13
			5,840				5,375
Less - maturities classified as current			3				4
Total long-term debt			$	5,837			$	5,371

^(a)  Carrying amount is net of unamortized debt issuance costs and debt discounts or premiums. Total unamortized debt issuance costs were $78 million and $76 million at March 31, 2020 and December 31, 2019. Total unamortized debt (premium) discount, net was $(33) million and $(37) million at March 31, 2020 and December 31, 2019.

Short-Term Debt

The Company's short-term debt at March 31, 2020 and December 31, 2019 consists of the following:

	March 31,		December 31,
	2020		2019
Maturities classified as current	$	3	$	4
Short-term borrowings(a)	171		179
Bank overdrafts	1		2
Total short-term debt	$	175	$	185

^(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

Amortization of debt issuance costs and original issue discounts (premiums)

Interest expense associated with the amortization of the debt issuance costs and original issue discounts recognized in the Company's condensed consolidated statements of income (loss) for the three months ended March 31, 2020 and 2019 is:

	Three Months Ended March 31,
	2020		2019
Amortization of debt issuance fees	$	5	$	5

Included in the table above is the amortization of debt issuance costs on the revolver of $1 million in both the three months ended March 31, 2020 and 2019. These costs are included in other assets in the condensed balance sheets. The amortization of the debt premium on the Senior Secured Notes reduced interest expense by $3 million in both the three months ended March 31, 2020 and 2019.

Credit Facilities

Financing Arrangements

	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)  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.

The Company also has $69 million of outstanding letters of credit under uncommitted facilities at March 31, 2020.

As of March 31, 2020, the Company had liquidity of $1.57 billion, comprised of $770 million cash and $800 million undrawn on its revolving credit facility. Subsequent to March 31, 2020, the Company drew down the remaining amount available under its revolving credit facility to enhance its liquidity position.

Term Loans

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"), by the second amendment, dated February 14, 2020 ("the Second Amendment"), and by the third amendment, dated May 5, 2020 (the "Third Amendment"). The New Credit Facility provides $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 Second Amendment and paid $10 million in connection with the Third Amendment.

New Credit Facility — Interest Rates and Fees

At March 31, 2020, before giving effect to the Third Amendment, the interest rate on borrowings under the revolving credit facility and the Term Loan A facility was 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 interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step-downs as follows:

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%

The Third Amendment provides for an increase to the margin applicable to borrowings under the revolving credit facility and

the Term Loan A facility at certain leverage levels as set forth below as one of several conditions for obtaining the less restrictive financial maintenance covenants described below under New Credit Facility — Other Terms and Conditions:

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%

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%.

New Credit Facility — Other Terms and Conditions — Before giving effect to the Third Amendment, the New Credit Facility also contained two financial maintenance covenants for the revolving credit facility and the Term Loan A facility including (i) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility) at the end of each fiscal quarter, with step-downs, as follows: 

(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

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 Third Amendment, the Company must comply with certain less restrictive financial maintenance covenants for the revolving credit facility and the Term Loan A facility. The financial maintenance covenants are subject to several covenant reset triggers (“Covenant Reset Triggers”) that limit certain activities of the Company by implementing more restrictive affirmative and negative covenants, as more fully described below. If a Covenant Reset Trigger occurs, the financial maintenance covenants revert back to the previous financial maintenance covenants in effect immediately prior to the Third Amendment (and described above) (the “Prior Financial Covenants”). The financial maintenance covenants include (i) a requirement to have a senior secured leverage ratio (as defined in the New Credit Facility), with step-downs, as detailed in the table below; (ii) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility), with step-downs, as follows:

(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

and (iii) 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 as of March 31, 2020, 2.00 to 1 as of June 30, 2020, 1.50 to 1 through March 31, 2021, and 2.75 to 1 thereafter.

The Company may make a one-time election to revert back to the Prior Financial Covenants and terminate the Covenant Reset Triggers upon delivery of a covenant reset certificate that attests to compliance with the Prior Financial Covenants as of the end

of the relevant fiscal period (“Covenant Reset Certificate”).

The Covenant Reset Triggers include certain limitations on the ability of the Company and its restricted subsidiaries to, among other things, (a) incur additional indebtedness, (b) enter into additional sales and leasebacks, (c) create additional liens over their assets, (d) pay dividends or distributions to Tenneco’s stockholders, (e) prepay certain unsecured indebtedness of the Company or its restricted subsidiaries (as more fully described below), (f) make additional investments, (g) dispose of material intellectual property, and (h) reinvest the proceeds of certain asset sales in the business in lieu of repaying indebtedness, each as more specifically described in the Third Amendment. These limitations are in addition to other affirmative and negative covenants (with customary exceptions, materiality qualifiers and limitations) in the New Credit Agreement, including with respect to: financial reporting; payment of taxes; maintenance of existence; compliance with law and material contractual obligations; maintenance of property and insurance; inspection of property, books and records; notices of certain events; compliance with environmental laws; provision and maintenance of collateral perfection; satisfaction of the financial maintenance covenants described above; incurrence of indebtedness; permitting liens over assets; mergers, consolidations, dispositions or other fundamental transactions; dispositions and asset sales; restricted payments; investments; compliance with limitations on certain transactions with nonconsolidated affiliates; sale and leaseback transactions; changes in fiscal periods; negative pledge clauses in certain contracts; changes to lines of business; prepayments and modifications of certain subordinated indebtedness (as more fully described below); use of proceeds; transactions involving special purpose finance subsidiaries; and transactions related to effectuating a spin-off (as defined in the New Credit Agreement), each as more specifically described in the New Credit Agreement.

After giving effect to the Third Amendment, so long as no default exists under its New Credit Facility, the Company would be permitted to (i) make regularly scheduled interest and principal payments as and when due in respect of the Senior Unsecured Notes, (ii) refinance the Senior Unsecured Notes with the net cash proceeds of permitted refinancing indebtedness (as defined in the New Credit Facility); (iii) make payments in respect of the Senior Unsecured Notes in an amount equal to the net cash proceeds of qualified capital stock (as defined in the New Credit Facility) issued after May 5, 2020; (iv) convert any Senior Unsecured Notes into qualified capital stock issued after May 5, 2020; and (v) make additional payments of the Senior Unsecured Notes provided that after giving effect to such additional payments the consolidated leverage ratio would be equal to or less than 2.00 to 1 after giving effect to such additional payments. The foregoing limitations regarding repayment and refinancing of the Senior Unsecured Notes and such incremental equivalent debt apply from the effectiveness of the Third Amendment until delivery of a Covenant Reset Certificate.

The covenants in the New Credit Facility generally prohibit the Company from repaying 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.

Such additional payments on subordinated indebtedness (x) will not 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 contains customary representations and warranties, including, as a condition to future revolver borrowings, that all such representations and warranties are true and correct, in all material respects, on the date of borrowing, including representations (with customary exceptions, materiality qualifiers and limitations) as to: existence; compliance with law; power, authority and enforceability; no violation of law or material contracts; material litigation; no default under the New Credit Agreement and related documents; ownership of property, including material intellectual property; payment of material taxes; compliance with margin stock regulations; labor matters; ERISA; Investment Company Act matters; subsidiaries; use of loan proceeds; environmental matters; accuracy of information; security documents; solvency; anti-corruption laws and sanctions; and that since December 31, 2017 there has been no development or event that has had a material adverse effect on the business or financial condition of the Company and its subsidiaries, each as more specifically described in the New Credit Facility.

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. These events of default (with customary exceptions, materiality qualifiers, limitations and grace periods) include (i) failure to pay obligations under the New Credit Agreement when due; (ii) material inaccuracy of representations and warranties; (iii) failure to comply with the covenants in the New Credit Facility and related documents (as summarized above); (iv) cross-default to material indebtedness; (v) commencement of bankruptcy or insolvency proceedings; (vi) ERISA events; (vii) certain material judgments; (viii) invalidity of unenforceability of security and guarantee documents; and (ix) change of control, each as more specifically described in the New Credit Facility.

Senior Notes

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"). The Company has outstanding 5.000% euro denominated fixed rate notes which are due July 15, 2024 ("5.000% Euro Fixed Rate Notes"), 4.875% euro denominated fixed rate notes due April 15, 2022 ("4.875% Euro Fixed Rate Notes"), and floating rate notes due April 15, 2024 ("Euro Floating Rate Notes", together with the 5.000% Euro Fixed Rate Notes and the 4.875% Euro Fixed Notes, the "Senior Secured Notes").

Senior Unsecured Notes and Senior Secured Notes — Other Terms and Conditions — The Senior Unsecured Notes and Senior Secured Notes contain covenants that will, among other things, limit the Company's ability to create liens and enter into sale and leaseback transactions. In addition, the Senior Secured Notes and 2024 Senior Unsecured Notes also require that, as a condition precedent to incurring certain types of indebtedness not otherwise permitted, the Company's consolidated fixed charge coverage ratio, as calculated on a pro forma basis, be greater than 2.00, as well as containing restrictions on its operations, including limitations on: (i) incurring additional indebtedness; (ii) paying dividends; (iii) distributions and stock repurchases; (iv) investments; (v) asset sales and (vi) 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.

At March 31, 2020, the Company was in compliance with all of its financial covenants.

Other Debt

Other debt consists primarily of subsidiary debt.

Accounts Receivable Securitization and Factoring

On-Balance Sheet Arrangements

The Company has securitization programs for some of its accounts receivable, with limited recourse provisions. Borrowings on these securitization programs, which are recorded in short-term debt, at March 31, 2020 and December 31, 2019 are as follows:

	March 31, 2020		December 31, 2019
Borrowings on securitization programs	$	8	$	4

Off-Balance Sheet Arrangements

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. 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.

In the U.S and Canada, the Company participates in supply chain financing programs with certain of the Company's aftermarket customers through a drafting program.

The amount of accounts receivable outstanding and derecognized for these factoring and drafting arrangements was $1.1 billion and $1.0 billion at March 31, 2020 and December 31, 2019. In addition, the deferred purchase price receivable was $37 million and $33 million at March 31, 2020 and December 31, 2019.

Proceeds from the factoring of accounts receivable qualifying as sales and drafting programs was $1.2 billion for both the three months ended March 31, 2020 and 2019.

The following table represents the Company's expenses associated with these arrangements for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Loss on sale of receivables(a)	$	6	$	8

^(a) Amount is included in "Interest expense" in the condensed consolidated statements of income (loss).

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.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Treasury shares (in shares)	14,592,888	14,592,888
Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	72,057,592	71,727,061
Treasury shares (in shares)	14,592,888
Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	23,793,669	23,793,669
Treasury shares (in shares)	0

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Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	$ 2	$ 6
Cash-settled
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	0	(1)
Unrecognized compensation costs	$ 3
Unrecognized compensation costs, not yet recognized	3 years
Share-settled
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Compensation expense	$ 2	$ 7
Unrecognized compensation costs	$ 32
Unrecognized compensation costs, not yet recognized	2 years

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Commitments and Contingencies - Environmental Matters (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Accrued expenses and other current liabilities	$ 7	$ 8
Deferred credits and other liabilities	28	28
Environmental remediation accrual, discounted basis	$ 35	$ 36
Weighted average discount rate	0.50%	1.30%
Expected payments of environmental remediation costs, 2020	$ 6
Expected payments of environmental remediation costs, 2021	4
Expected payments of environmental remediation costs, 2022	2
Expected payments of environmental remediation costs, 2023	2
Expected payments of environmental remediation costs, 2024	2
Expected payments of environmental remediation costs, 2025 and thereafter	$ 15

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Segment Information - Segment Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting [Line Items]
Net sales and operating revenues	$ 3,836	$ 4,484
Equity in earnings of nonconsolidated affiliates, net of tax	13	16
Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	0	0
Operating Segments
Segment Reporting [Line Items]
Net sales and operating revenues	3,836	4,484
Equity in earnings of nonconsolidated affiliates, net of tax	13	16
EBITDA including noncontrolling interests	(588)	244
Operating Segments | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	82	103
Corporate
Segment Reporting [Line Items]
Net sales and operating revenues	0	0
Equity in earnings of nonconsolidated affiliates, net of tax	0	0
EBITDA including noncontrolling interests	(86)	(99)
Corporate | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	0	0
Reclass & Elims | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	(82)	(103)
Clean Air
Segment Reporting [Line Items]
Net sales and operating revenues	1,545	1,779
Clean Air | Operating Segments
Segment Reporting [Line Items]
Net sales and operating revenues	1,545	1,779
Equity in earnings of nonconsolidated affiliates, net of tax	0	0
EBITDA including noncontrolling interests	99	131
Clean Air | Operating Segments | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	6	0
Powertrain
Segment Reporting [Line Items]
Net sales and operating revenues	997	1,175
Powertrain | Operating Segments
Segment Reporting [Line Items]
Net sales and operating revenues	997	1,175
Equity in earnings of nonconsolidated affiliates, net of tax	11	13
EBITDA including noncontrolling interests	(70)	113
Powertrain | Operating Segments | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	38	46
Ride Performance
Segment Reporting [Line Items]
Net sales and operating revenues	588	733
Ride Performance | Operating Segments
Segment Reporting [Line Items]
Net sales and operating revenues	588	733
Equity in earnings of nonconsolidated affiliates, net of tax	0	1
EBITDA including noncontrolling interests	(577)	(45)
Ride Performance | Operating Segments | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	29	46
Motorparts
Segment Reporting [Line Items]
Net sales and operating revenues	706	797
Motorparts | Operating Segments
Segment Reporting [Line Items]
Net sales and operating revenues	706	797
Equity in earnings of nonconsolidated affiliates, net of tax	2	2
EBITDA including noncontrolling interests	(40)	45
Motorparts | Operating Segments | Intersegment Revenues
Segment Reporting [Line Items]
Intersegment revenues	$ 9	$ 11

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Shareholders' Equity - Shares Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury stock (in shares)	14,592,888		14,592,888
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	175,000,000		175,000,000
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued at beginning of period (in shares)	71,727,061	71,675,379
Issuance (repurchased) pursuant to benefit plans (in shares)	450,175	120,622
Restricted stock forfeited and withheld for taxes (in shares)	(119,644)	(54,293)
Stock options exercised (in shares)	0	8,438
Shares issued at end of period (in shares)	72,057,592	71,750,146
Treasury stock (in shares)	14,592,888	14,592,888
Total shares outstanding (in shares)	57,464,704	57,157,258
Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	25,000,000		25,000,000
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued at beginning of period (in shares)	23,793,669	23,793,669
Issuance (repurchased) pursuant to benefit plans (in shares)	0	0
Restricted stock forfeited and withheld for taxes (in shares)	0	0
Stock options exercised (in shares)	0	0
Shares issued at end of period (in shares)	23,793,669	23,793,669
Treasury stock (in shares)	0	0
Total shares outstanding (in shares)	23,793,669	23,793,669

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Debt and Other Financing Arrangements - Senior Notes (Details)	3 Months Ended
	Mar. 31, 2020
Senior Notes | 5 3/8% Senior Notes due 2024
Debt Instrument [Line Items]
Stated rate	5.375%
Senior Notes | 5.000% Senior Notes due 2026
Debt Instrument [Line Items]
Stated rate	5.00%
Senior Notes | 5.000% Euro Fixed Rate Notes due 2024
Debt Instrument [Line Items]
Stated rate	5.00%
Senior Notes | 4.875% Euro Fixed Rate Notes due 2022
Debt Instrument [Line Items]
Stated rate	4.875%
Senior Notes | 4.875% Euro Fixed Rate Notes due 2024
Debt Instrument [Line Items]
Stated rate	4.875%
Line of Credit
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio	2.00

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Goodwill and Other Intangible Assets - Impairment Charges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Goodwill impairment charges	$ 267
Trade names and trademarks intangible asset impairment charges	51
Definite-lived intangible assets impairment charges	65
Total impairment charges	383	$ 60
Powertrain
Segment Reporting Information [Line Items]
Goodwill impairment charges	160
Trade names and trademarks intangible asset impairment charges	0
Definite-lived intangible assets impairment charges	0
Total impairment charges	160
Ride Performance
Segment Reporting Information [Line Items]
Goodwill impairment charges	37	$ 60
Trade names and trademarks intangible asset impairment charges	11
Definite-lived intangible assets impairment charges	65
Total impairment charges	113
Motorparts
Segment Reporting Information [Line Items]
Goodwill impairment charges	70
Trade names and trademarks intangible asset impairment charges	40
Definite-lived intangible assets impairment charges	0
Total impairment charges	$ 110

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Investment in Nonconsolidated Affiliates (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]
Investments in nonconsolidated affiliates	$ 509		$ 518
Equity in earnings of nonconsolidated affiliates, net of tax	13	$ 16
Cash dividends received from nonconsolidated affiliates	13	$ 15
Difference between carrying amount and underlying net assets	$ 252		$ 251
Anqing TP Goetze Piston Ring Company Limited (China)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	35.70%		35.70%
Anqing TP Powder Metallurgy Co., Ltd (China)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	20.00%		20.00%
Dongsuh Federal-Mogul Industrial Co. Ltd. (Korea)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%		50.00%
Farloc Argentina SAIC Y F (Argentina)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	23.90%		23.90%
Federal-Mogul Powertrain Otomotiv A.S. (Turkey)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%		50.00%
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti. (Turkey)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	25.00%		25.00%
Federal-Mogul TP Liners, Inc. (USA)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	46.00%		46.00%
Frenos Hidraulicos Automotrices, S.A. de C.V. (Mexico)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	49.00%		49.00%
JURID do Brasil Sistemas Automotivos Ltda. (Brazil)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	19.90%		19.90%
KB Autosys Co., Ltd. (Korea)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	33.60%		33.60%
Montagewerk Abgastechnik Emden GmbH (Germany)
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%		50.00%

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Derivatives and Hedging Activities - Summarization for Foreign Currency Forward Purchase and Sale Contracts (Details) - Foreign Exchange Forward $ in Millions	Mar. 31, 2020 USD ($)
Long
Notional amount	$ 52
Short
Notional amount	$ 53

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Debt and Other Financing Arrangements - Summary of Long-Term Debt Obligations (Details)	Mar. 31, 2020 USD ($)	Mar. 31, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Carrying amount	$ 5,840,000,000		$ 5,375,000,000
Less - maturities classified as current	3,000,000		4,000,000
Total long-term debt	5,837,000,000		5,371,000,000
Unamortized debt issuance costs	78,000,000		76,000,000
Unamortized premium	(33,000,000)		(37,000,000)
Line of Credit | Revolver Borrowings Due 2023
Debt Instrument [Line Items]
Principal	700,000,000		183,000,000
Carrying amount	700,000,000		183,000,000
Term Loan | Tenneco Inc. Term Loan A
Debt Instrument [Line Items]
Principal	1,594,000,000		1,615,000,000
Carrying amount	$ 1,584,000,000		1,608,000,000
Stated rate	1.75%	1.75%
Term Loan | Tenneco Inc. Term Loan B
Debt Instrument [Line Items]
Principal	$ 1,679,000,000		1,683,000,000
Carrying amount	$ 1,619,000,000		1,623,000,000
Stated rate	3.00%	3.00%
Senior Notes | 5 3/8% Senior Notes due 2024
Debt Instrument [Line Items]
Principal	$ 225,000,000	€ 225,000,000	225,000,000
Carrying amount	$ 222,000,000		222,000,000
Stated rate	5.375%	5.375%
Senior Notes | 5.000% Senior Notes due 2026
Debt Instrument [Line Items]
Principal	$ 500,000,000	€ 500,000,000	500,000,000
Carrying amount	$ 494,000,000		494,000,000
Stated rate	5.00%	5.00%
Senior Notes | 4.875% Euro Fixed Rate Notes due 2022
Debt Instrument [Line Items]
Principal	$ 458,000,000	€ 415,000,000	465,000,000
Carrying amount	$ 470,000,000		479,000,000
Stated rate	4.875%	4.875%
Senior Notes | Euro Floating Rate Notes due 2024
Debt Instrument [Line Items]
Principal	$ 331,000,000	€ 300,000,000	336,000,000
Carrying amount	$ 334,000,000		340,000,000
Stated rate	4.875%	4.875%
Senior Notes | 5.000% Euro Fixed Rate Notes due 2024
Debt Instrument [Line Items]
Principal	$ 386,000,000	€ 350,000,000	392,000,000
Carrying amount	$ 405,000,000		413,000,000
Stated rate	5.00%	5.00%
Other Debt, primarily foreign instruments
Debt Instrument [Line Items]
Principal	$ 12,000,000		14,000,000
Carrying amount	$ 12,000,000		$ 13,000,000

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Debt and Other Financing Arrangements - Term Loans (Details) - USD ($) $ in Millions		3 Months Ended
	Oct. 01, 2018	Mar. 31, 2020
Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity	$ 4,900
Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity	$ 1,500
Debt term	5 years
Term Loan A Facility | Term Loan
Line of Credit Facility [Line Items]
Borrowing capacity	$ 1,700
Debt term	5 years
Term Loan B Facility | Term Loan
Line of Credit Facility [Line Items]
Borrowing capacity	$ 1,700
Debt term	7 years
First Amendment and Second Amendment | Line of Credit
Line of Credit Facility [Line Items]
One-time fees		$ 8
Third Amendment | Line of Credit
Line of Credit Facility [Line Items]
One-time fees		$ 10

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Restructuring Charges, Net and Asset Impairments - Incurred Costs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	$ 13	$ 16
Other non-restructuring asset impairments	471	0
Total restructuring charges, net and asset impairments	484	16
Total Reportable Segments | Clean Air
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	0	5
Other non-restructuring asset impairments	0	0
Total restructuring charges, net and asset impairments	0	5
Total Reportable Segments | Powertrain
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	1	1
Other non-restructuring asset impairments	0	0
Total restructuring charges, net and asset impairments	1	1
Total Reportable Segments | Ride Performance
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	6	5
Other non-restructuring asset impairments	455	0
Total restructuring charges, net and asset impairments	461	5
Total Reportable Segments | Motorparts
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	2	4
Other non-restructuring asset impairments	0	0
Total restructuring charges, net and asset impairments	2	4
Corporate
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net	4	1
Other non-restructuring asset impairments	16	0
Total restructuring charges, net and asset impairments	$ 20	$ 1

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Summary of Accounting Policies - Redeemable Non Controlling Interest (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Redeemable Noncontrolling Interest [Roll Forward]
Balance at beginning of period	$ 196	$ 138
Net income (loss) attributable to redeemable noncontrolling interests	(4)	5
Other comprehensive income (loss)	(7)	2
Acquisition and other	0	16
Noncontrolling interest tender offer redemption	(46)	0
Noncontrolling interest tender offer redemption	15	0
Purchase accounting measurement period adjustment	0	(8)
Reclassification of noncontrolling interest to permanent equity	(82)	0
Dividends declared	0	0
Balance at end of period	$ 72	$ 153

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Share-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

14. Share-Based Compensation

Share-Based Compensation Expense (Benefit)

Share-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income (loss). The total share-based compensation expense is as follows:

	Three Months Ended March 31,
	2020		2019
Cash-settled share-based compensation expense (benefit)	$	—	$	(1	)
Share-settled share-based compensation expense (benefit)	2		7
	$	2	$	6

Cash-Settled Awards

The Company has granted restricted stock units ("RSUs") to certain key employees that are payable in cash. These awards are classified as liabilities, valued based on the fair value of the award at the grant date, and remeasured at each reporting date until settlement, with compensation expense being recognized in proportion to the completed requisite period up until date of settlement. In the first quarter of 2020, all cash-settled, share-based long-term performance units were paid and none remain outstanding.

At March 31, 2020, approximately $3 million of total unrecognized compensation costs is expected to be recognized on the cash-settled RSU's over a weighted-average period 3 years.

Share-Settled Awards

The Company has granted restricted stock, RSUs, and performance share units ("PSUs") to its directors and certain key employees that are payable in common stock. These awards are settled in shares upon vesting and recognized in equity based on their fair value.

The following table reflects the status of all nonvested restricted shares, share-settled RSUs, and PSUs for the three months ended March 31, 2020:

	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	35,630		$	63.27	1,125,346		$	37.91	806,233		$	34.12
Granted	169,781		9.15		1,389,681		7.47		—		—
Vested	(196,332	)	39.59		(280,394	)	41.47		—		—
Forfeited	—		—		(238,283	)	34.37		(213,843	)	26.74
Nonvested balance at end of period	9,079		$	57.92	1,996,350		$	27.84	592,390		$	36.25

At March 31, 2020, approximately $32 million of total unrecognized compensation costs is expected to be recognized on the share-settled awards over a weighted-average period of approximately 2 years.

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Summary of Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation — Interim Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments (consisting of normal recurring adjustments) management believes are necessary to fairly state the results of operations, comprehensive income, financial position, changes in shareholders' equity, and cash flows. The Company's management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 2, 2020. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. There are many uncertainties related to the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows.

At March 31, 2020, the Company was in compliance with all financial covenants under its credit agreement. After considering the effect of COVID-19 on its 2020 forecast, the Company determined it was likely it would not be able to maintain compliance with its financial covenants, as required by its credit agreement. As a result, on May 5, 2020, the Company entered into a third amendment to its credit agreement to increase the maximum leverage ratio and decrease the minimum interest coverage ratio. The amendment is discussed in more detail in Note 10, Debt and Other Financing Arrangements. In response to the expected economic effects of COVID-19, the Company plans to implement various cost reductions initiatives, including, but not limited to reductions to salaried costs and unpaid furloughs; the restructuring action discussed in Note 4, Restructuring Charges, Net and Asset Impairments; and the deferral of the Company’s portion of its 2020 employer paid payroll taxes and its U.S. qualified pension plan contributions under the Coronavirus Aid, Relief, and Economic Security Act.

Reclassifications

Reclassifications: Certain amounts in the prior period have been aggregated or disaggregated to conform to current year presentation. These reclassifications included reclassifying amounts from restructuring charges, net and asset impairments to cost of sales (exclusive of depreciation and amortization) and selling, general, and administrative expenses. These reclassifications affected the three months ended March 31, 2019 and have no effect on previously reported net income, other comprehensive income (loss), and the cash provided (used) by operating, investing or financing activities within the condensed consolidated statements of cash flows.

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests: The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the event of a change in control of Tenneco Inc. or certain of its subsidiaries or the passage of time.

Earnings (loss) per share

Earnings (loss) per share: Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average shares outstanding during the period. Diluted earnings (loss) per share reflects the weighted average effect of all potentially dilutive securities from the date of issuance.

New Accounting Pronouncements

New Accounting Pronouncements

Adoption of New Accounting Standards

Income Taxes — In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU allows certain simplifications in the annual effective tax rate computations, which did not have a material effect on the financial statements. The Company has early adopted this ASU on a prospective basis beginning January 1, 2020.

Intangibles — On January 1, 2020, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which includes amendments to align the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The Company adopted this guidance on a prospective basis beginning January 1, 2020 and the effects of the adoption were not material on the consolidated financial statements.

Retirement benefits — In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The new standard (i) requires the removal of disclosures that are no longer considered cost beneficial; (ii) clarifies specific requirements of certain disclosures; and (iii) adds new disclosure requirements, including reasons for significant gains and losses related to changes in the benefit obligation. The amendments in this update are effective for fiscal years ending after December 15, 2020. The Company will adopt the enhanced disclosures in the consolidated financial statements for the year ended December 31, 2020.

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Restructuring Charges, Net and Asset Impairments

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring Charges, Net and Asset Impairments

4. Restructuring Charges, Net and Asset Impairments

The Company's restructuring activities are undertaken as necessary to execute management's strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. Restructuring activities include efforts to integrate and rationalize the Company's businesses and to relocate operations to best cost locations.

The Company's restructuring charges consist primarily of employee costs (principally severance and/or termination benefits) and facility closure and exit costs. The 2019 amounts below reflect the reclassifications to the prior period as discussed in Note 2, Summary of Significant Accounting Policies.

For the three months ended March 31, 2020 and 2019, restructuring charges, net and asset impairments by segment are as follows:

	Three Months Ended March 31, 2020
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	—	$	1	$	6	$	2	$	4	$	13
Other non-restructuring asset impairments	—		—		455		—		16		471
Total restructuring charges, net and asset impairments	$	—	$	1	$	461	$	2	$	20	$	484

	Three Months Ended March 31, 2019
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	5	$	1	$	5	$	4	$	1	$	16
Other non-restructuring asset impairments	—		—		—		—		—		—
Total restructuring charges, net and asset impairments	$	5	$	1	$	5	$	4	$	1	$	16

Severance and other charges, net

During the three months ended March 31, 2020, the Company incurred $6 million in restructuring and other costs related to plant relocation and closures within its Ride Performance segment. The Company also incurred $4 million in restructuring for the elimination of certain redundant positions within its corporate component.

In response to the COVID-19 global pandemic, and in conjunction with the Company's previously announced Project Accelerate, the Company expects to reduce its headcount globally, subject to negotiation with works councils in certain jurisdictions. The Company will begin implementing headcount reductions during the second quarter of 2020 and expects these actions to be completed during 2020. The Company expects 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.

During the three months March 31, 2019, charges included the following items:

• The Company incurred $6 million in restructuring and related costs related to a restructuring plan designed to achieve a portion of the synergies the Company anticipated achieving in connection with the Federal-Mogul Acquisition. Pursuant to the plan, the Company reduced its headcount globally across all segments. The Company began implementing headcount reductions in January 2019 and these actions continued through the end of 2019.

• The Ride Performance segment incurred $3 million in restructuring and other costs related to a previously announced plant relocation in Beijing, China and the Hartwell and Owen Sound plant closures.

• The Clean Air segment incurred $3 million restructuring and other costs related to the closing of a plant in Rennes, France.

Restructuring Reserve Rollforward

Amounts related to activities that were charges to restructuring reserves by reportable segments are as follows:

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2019	$	23		$	30		$	23		$	16		$	92		$	9		$	101
Provisions	—			2			7			2			11			4			15
Revisions to estimates	—			(1		)	(1		)	—			(2		)	—			(2		)
Payments	(4		)	(4		)	(9		)	(4		)	(21		)	(9		)	(30		)
Foreign currency	—			—			(1		)	—			(1		)	—			(1		)
Balance at March 31, 2020	$	19		$	27		$	19		$	14		$	79		$	4		$	83

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2018	$	17		$	15		$	25		$	43		$	100		$	3		$	103
Provisions	5			1			5			4			15			1			16
Payments	(6		)	(3		)	(5		)	(14		)	(28		)	(2		)	(30		)
Balance at March 31, 2019	$	16		$	13		$	25		$	33		$	87		$	2		$	89

The following table provides a summary of the Company's restructuring liabilities and related activity for each type of exit costs:

	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	$	97		$	4		$	101		$	98		$	5		$	103
Provisions	10			5			15			11			5			16
Revisions to estimates	(2		)	—			(2		)	—			—			—
Payments	(23		)	(7		)	(30		)	(25		)	(5		)	(30		)
Foreign currency	(1		)	—			(1		)	—			—			—
Balance at end of period	$	81		$	2		$	83		$	84		$	5		$	89

Asset impairments

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable.

As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded impairment triggers had occurred for certain long-lived asset groups in the Ride Performance segment. Accordingly, the Company tested these long-lived asset groups for recoverability by performing undiscounted cash flow analyses. Based on these analyses, the net carrying values of these asset groups exceeded their undiscounted future cash flows. As such, the Company estimated the fair values of these asset groups at March 31, 2020 and compared them to their carrying values. As the fair values of these long-lived asset groups exceeded their carrying values, the Company recorded long-lived asset impairment charges for property, plant, and equipment of $455 million during the three months ended March 31, 2020. See Note 9, Fair Value for additional information on the fair value estimates used in these analyses.

As a result of changes in the business, the Company assessed and concluded an impairment trigger had occurred for a long-lived asset group in its corporate component. Accordingly, the Company tested this long-lived asset group for recoverability. The Company estimated the fair value of this asset group at March 31, 2020 and compared it to the carrying value. As the fair value of this long-lived asset group exceeded the carrying value, the Company recorded long-lived asset impairment charges of $16 million during the three months ended March 31, 2020, consisting of $11 million of property, plant, and equipment and $5 million of operating lease right-of-use assets, included in other assets within the condensed consolidated balance sheets.

There are many uncertainties regarding the COVID-19 global pandemic that could negatively affect the Company's results of operations, financial position, and cash flows. As a result, if there is an adverse change to the Company’s projected financial information, due to business performance or market conditions, this may be indicative the value of its long-lived assets are not recoverable, which may result in additional non-cash long-lived asset impairment charges in a future period.

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Derivatives and Hedging Activities

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

8. Derivatives and Hedging Activities

The Company is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices, equity compensation liabilities, and changes in interest rates, which may result in cash flow risks. For exposures not offset within its operations, the Company may enter into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes. Designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. The Company assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy.

Market Risks

Foreign Currency Risk

The Company manufactures and sells its products in North America, South America, Asia, Europe, and Africa. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Company manufactures and sells its products. The Company

generally tries to use natural hedges within its foreign currency activities, including the matching of revenues and costs, to minimize foreign currency risk. Where natural hedges are not in place, the Company considers managing certain aspects of its foreign currency activities and larger transactions through the use of foreign currency options or forward contracts. Principal currencies hedged have historically included the U.S. dollar, euro, British pound, Polish zloty, Singapore dollar, Thailand bhat, South African rand, Mexican peso, and Canadian dollar.

Concentrations of Credit Risk

Financial instruments including cash equivalents and derivative contracts expose the Company to counterparty credit risk for non-performance. The Company's counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company's requirement of high credit standing. The Company's counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk through policies requiring minimum credit standing and limiting credit exposure to any one counterparty and through monitoring counterparty credit risks. The Company's concentration of credit risk related to derivative contracts at March 31, 2020 and December 31, 2019 is not material.

Other

The Company presents its derivative positions and any related material collateral under master netting agreements on a net basis. For derivatives designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness. Unrealized gains and losses associated with ineffective hedges, determined using the hypothetical derivative method, are recognized in cost of sales in the condensed consolidated statements of income (loss). Derivative gains and losses included in accumulated other comprehensive income (loss) for effective hedges are reclassified into operations upon recognition of the hedged transaction. Derivative gains and losses associated with undesignated hedges are recognized in cost of sales in the condensed consolidated statements of income (loss).

Derivative Instruments

Foreign Currency Forward Contracts

The Company enters into foreign currency forward purchase and sale contracts to mitigate its exposure to changes in exchange rates on certain intercompany and third-party trade receivables and payables. In managing its foreign currency exposures, the Company identifies and aggregates existing offsetting positions and then hedges residual exposures through third-party derivative contracts. The gains or losses on these contracts is recognized in cost of sales in the condensed consolidated statements of income (loss). The fair value of foreign currency forward contracts is recorded in prepayments and other current assets or accrued expenses and other current liabilities in the condensed consolidated balance sheets. The fair value of these derivative instruments are not considered material, see Note 9, Fair Value for additional information.

The following table summarizes by position the notional amounts for foreign currency forward contracts at March 31, 2020 (all of which mature in 2021):

	Notional Amount
Long positions	$	52
Short positions	$	(53	)

Cash-Settled Share and Index Swap Transactions

The Company selectively uses swaps to reduce market risk associated with its deferred compensation liabilities, which increase as the Company's stock price increases and decrease as the Company's stock price decreases. The Company has entered into a cash-settled share swap agreement that moves in the opposite direction of these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount. At March 31, 2020, the Company hedged its deferred compensation liability related to approximately 1,350,000 common share equivalents, an increase of 750,000 common share equivalents from December 31, 2019. In the first quarter of 2020, the Company entered into an S&P 500 index fund ETF swap agreement to further reduce its market risk. This agreement will act as a natural hedge offsetting an equivalent amount of indexed investments in the Company's deferred compensation plans. The fair value of these swap agreements is recorded in prepayments and other current assets or accrued expenses and other current liabilities in the condensed consolidated balance sheets. The fair value of these derivative instruments are not considered material, see Note 9, Fair Value for additional information.

Hedging Instruments

Cash Flow Hedges — Commodity Price Risk — The Company’s production processes are dependent upon the supply of certain raw materials that are exposed to price fluctuations on the open market. The primary purpose of the Company’s commodity

price forward contract activity is to manage the volatility associated with forecasted purchases for up to eighteen months in the future. The Company monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts. Principal raw materials hedged include copper, tin, and nickel. In certain instances, within this program, foreign currency forwards may be used in order to match critical terms for commodity exposure.

The Company has designated these contracts as cash flow hedging instruments. The Company records unrecognized gains and losses in other comprehensive income (loss) (“OCI or OCL”) and makes regular reclassifying adjustments into cost of sales within the condensed consolidated statements of income (loss) when the underlying hedged transaction is recognized in earnings. The Company had commodity derivatives outstanding with an equivalent notional amount of $21 million and $19 million at March 31, 2020 and December 31, 2019. Substantially all of the commodity price hedge contracts mature within one year.

Net Investment Hedge — Foreign Currency Borrowings — The Company has foreign currency denominated debt, €784 million of which was designated as a net investment hedge in certain foreign subsidiaries and affiliates of the Company. Changes to its carrying value are included in shareholders' equity in the foreign currency translation component of OCL and offset against the translation adjustment on the underlying net assets of those foreign subsidiaries and affiliates, which are also recorded in OCL. The Company’s debt instruments are discussed further in Note 10, Debt and Other Financing Arrangements.

The following table is a summary of the carrying value of derivative and non-derivative instruments designated as hedges at March 31, 2020 and December 31, 2019:

		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	$	3	$	—
Foreign currency borrowings designated as net investment hedges	Long-term debt	$	865	$	850

The following table represents the amount of gain (loss) recognized in accumulated other comprehensive income (loss) before any reclassifications into net income (loss) for derivative and non-derivative instruments designated as hedges for the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020			2019
Commodity price hedge contracts designated as cash flow hedges	$	(3	)	$	4
Foreign currency borrowings designated as net investment hedges	$	14		$	19

The Company estimates about $3 million included in accumulated OCI or OCL at March 31, 2020 will be reclassified into earnings within the following twelve months. See Note 15, Shareholders' Equity for further information.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (826)	$ (105)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(219)	35
Cash flow hedges	(2)	4
Defined benefit plans	4	1
Other comprehensive income (loss), net of tax	(217)	40
Comprehensive income (loss)	(1,043)	(65)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(7)	18
Comprehensive income (loss) attributable to common shareholders	$ (1,036)	$ (83)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	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 beginning of period at Dec. 31, 2018			$ (930)	$ 4,360	$ (1,013)	$ (692)	$ 1,726	$ 190	$ 1,916
Beginning balance (in shares) at Dec. 31, 2018		1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (117)				(117)		(117)	7	(110)
Foreign currency translation adjustments	35					29	29	4	33
Derivatives	4					4	4		4
Defined benefit plans	1					1	1		1
Comprehensive income (loss)	(65)						(83)	11	(72)
Stock-based compensation, net				5			5		5
Cash dividends declared					(20)		(20)		(20)
Purchase accounting measurement period adjustment	(8)							(1)	(1)
Distributions declared to noncontrolling interests	0							(1)	(1)
Ending balance (in shares) at Mar. 31, 2019		1
Balance at end of period at Mar. 31, 2019			(930)	4,365	(1,150)	(658)	1,628	199	1,827
Balance at beginning of period at Dec. 31, 2019	1,619		(930)	4,432	(1,367)	(711)	1,425	194	1,619
Beginning balance (in shares) at Dec. 31, 2019		1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(839)				(839)		(839)	2	(837)
Foreign currency translation adjustments	(219)					(199)	(199)	(13)	(212)
Derivatives	(2)					(2)	(2)		(2)
Defined benefit plans	4					4	4		4
Comprehensive income (loss)	(1,043)						(1,036)	(11)	(1,047)
Stock-based compensation, net				2			2		2
Purchase accounting measurement period adjustment	0
Reclassification of redeemable noncontrolling interest to permanent equity								82	82
Redeemable noncontrolling interest transaction with owner				(7)			(7)		(7)
Distributions declared to noncontrolling interests	(82)
Ending balance (in shares) at Mar. 31, 2020		1
Balance at end of period at Mar. 31, 2020	$ 649		$ (930)	$ 4,427	$ (2,206)	$ (908)	$ 384	$ 265	$ 649

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Debt and Other Financing Arrangements (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Summary of Long-term Debt Obligations

Interest expense associated with the amortization of the debt issuance costs and original issue discounts recognized in the Company's condensed consolidated statements of income (loss) for the three months ended March 31, 2020 and 2019 is:

	Three Months Ended March 31,
	2020		2019
Amortization of debt issuance fees	$	5	$	5

A summary of our long-term debt obligations at March 31, 2020 and December 31, 2019 is set forth in the following table:

	March 31, 2020				December 31, 2019
	Principal		Carrying Amount (a)		Principal		Carrying Amount (a)
Credit Facilities
Revolver Borrowings
Due 2023	$	700	$	700	$	183	$	183
Term Loans
LIBOR plus 1.75% Term Loan A due 2019 through 2023	1,594		1,584		1,615		1,608
LIBOR plus 3.00% Term Loan B due 2019 through 2025	1,679		1,619		1,683		1,623
Senior Unsecured Notes
$225 million of 5.375% Senior Notes due 2024	225		222		225		222
$500 million of 5.000% Senior Notes due 2026	500		494		500		494
Senior Secured Notes
€415 million 4.875% Euro Fixed Rate Notes due 2022	458		470		465		479
€300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024	331		334		336		340
€350 million of 5.000% Euro Fixed Rate Notes due 2024	386		405		392		413
Other debt, primarily foreign instruments	12		12		14		13
			5,840				5,375
Less - maturities classified as current			3				4
Total long-term debt			$	5,837			$	5,371

^(a) 

Carrying amount is net of unamortized debt issuance costs and debt discounts or premiums. Total unamortized debt issuance costs were $78 million and $76 million at March 31, 2020 and December 31, 2019. Total unamortized debt (premium) discount, net was $(33) million and $(37) million at March 31, 2020 and December 31, 2019.

Schedule of Short-term Debt

The Company's short-term debt at March 31, 2020 and December 31, 2019 consists of the following:

	March 31,		December 31,
	2020		2019
Maturities classified as current	$	3	$	4
Short-term borrowings(a)	171		179
Bank overdrafts	1		2
Total short-term debt	$	175	$	185

^(a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements.

Financing Arrangements

Before giving effect to the Third Amendment, the New Credit Facility also contained two financial maintenance covenants for the revolving credit facility and the Term Loan A facility including (i) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility) at the end of each fiscal quarter, with step-downs, as follows: 

(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

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 interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step-downs as follows:

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%

Financing Arrangements

	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)  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.

The Third Amendment provides for an increase to the margin applicable to borrowings under the revolving credit facility and

the Term Loan A facility at certain leverage levels as set forth below as one of several conditions for obtaining the less restrictive financial maintenance covenants described below under New Credit Facility — Other Terms and Conditions:

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%

The financial maintenance covenants include (i) a requirement to have a senior secured leverage ratio (as defined in the New Credit Facility), with step-downs, as detailed in the table below; (ii) a requirement to have a consolidated net leverage ratio (as defined in the New Credit Facility), with step-downs, as follows:

(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

Schedule of Gain (Loss) on Securitizations or Asset-backed Financing Arrangements of Financial Assets Accounted for as Sale

The Company has securitization programs for some of its accounts receivable, with limited recourse provisions. Borrowings on these securitization programs, which are recorded in short-term debt, at March 31, 2020 and December 31, 2019 are as follows:

	March 31, 2020		December 31, 2019
Borrowings on securitization programs	$	8	$	4

The following table represents the Company's expenses associated with these arrangements for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
Loss on sale of receivables(a)	$	6	$	8

^(a) Amount is included in "Interest expense" in the condensed consolidated statements of income (loss).

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

As a result, impairment charges for goodwill and intangible assets recognized by segment during the three months ended March 31, 2020 consist of the following:

	Three months ended March 31, 2020
	Powertrain		Ride Performance		Motorparts		Total
Goodwill impairment charges	$	160	$	37	$	70	$	267
Trade names and trademarks intangible asset impairment charges	—		11		40		51
Definite-lived intangible assets impairment charges	—		65		—		65
	$	160	$	113	$	110	$	383

Schedule of Goodwill

The following table shows a summary of the number of reporting units with goodwill in each segment and whether or not the reporting unit's fair value exceeds its carrying value by more or less than 10% at March 31, 2020:

	Segments
	Clean Air		Powertrain		Ride Performance		Motorparts
Number of reporting units with goodwill	3		1		1		1
Number of reporting units where fair value exceeds carrying value:
Greater than 10%	3		—		1		—
Less than 10%	—		1		—		1
Goodwill for reporting units where fair value exceeds carrying value:
Greater than 10%	$	22	$	—	$	7	$	—
Less than 10%	—		165		—		311
	$	22	$	165	$	7	$	311

At March 31, 2020 and December 31, 2019, goodwill consists of the following:

	Clean Air		Powertrain			Ride Performance			Motorparts			Total
Gross carrying amount at December 31, 2019	$	22	$	343		$	259		$	620		$	1,244
Foreign exchange	—		—			(3		)	—			(3		)
Gross carrying amount at March 31, 2020	22		343			256			620			1,241
Accumulated impairment loss at December 31, 2019	—		(18		)	(212		)	(239		)	(469		)
Impairment	—		(160		)	(37		)	(70		)	(267		)
Accumulated impairment loss at March 31, 2020	—		(178		)	(249		)	(309		)	(736		)
Net carrying value at end of period	$	22	$	165		$	7		$	311		$	505

Schedule of Indefinite-Lived Intangible Assets

At March 31, 2020 and December 31, 2019, the Company's intangible assets consist of the following:

		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	$	984	$	(209	)	$	775	$	988	$	(123	)	$	865
Customer contract	10 years	8		(6		)	2		8		(6		)	2
Patents	10 to 17 years	1		(1		)	—		1		(1		)	—
Technology rights	10 to 30 years	131		(41		)	90		133		(37		)	96
Packaged kits know-how	10 years	54		(8		)	46		54		(7		)	47
Catalogs	10 years	47		(7		)	40		47		(6		)	41
Licensing agreements	3 to 5 years	62		(23		)	39		63		(18		)	45
Land use rights	28 to 46 years	46		(3		)	43		47		(3		)	44
		1,333		(298		)	1,035		1,341		(201		)	1,140
Indefinite-lived intangible assets:
Trade names and trademarks							229							282
Total							$	1,264						$	1,422

Schedule of Finite-Lived Intangible Assets

At March 31, 2020 and December 31, 2019, the Company's intangible assets consist of the following:

		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	$	984	$	(209	)	$	775	$	988	$	(123	)	$	865
Customer contract	10 years	8		(6		)	2		8		(6		)	2
Patents	10 to 17 years	1		(1		)	—		1		(1		)	—
Technology rights	10 to 30 years	131		(41		)	90		133		(37		)	96
Packaged kits know-how	10 years	54		(8		)	46		54		(7		)	47
Catalogs	10 years	47		(7		)	40		47		(6		)	41
Licensing agreements	3 to 5 years	62		(23		)	39		63		(18		)	45
Land use rights	28 to 46 years	46		(3		)	43		47		(3		)	44
		1,333		(298		)	1,035		1,341		(201		)	1,140
Indefinite-lived intangible assets:
Trade names and trademarks							229							282
Total							$	1,264						$	1,422

Finite-lived Intangible Assets Amortization Expense

The amortization expense associated with definite-lived intangible assets is as follows:

	Three Months Ended March 31,
	2020		2019
Amortization expense	$	34	$	35

The expected future amortization expense for the Company's definite-lived intangible assets is as follows:

	2020		2021		2022		2023		2024		2025 and thereafter		Total
Expected amortization expense	$	98	$	126	$	122	$	120	$	113	$	456	$	1,035

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of Stock by Class

Total common stock outstanding and changes in common stock issued are as follows:

	Three Months Ended March 31,
	Class A Common Stock				Class B Common Stock
	2020		2019		2020	2019
Shares issued at beginning of period	71,727,061		71,675,379		23,793,669	23,793,669
Issuance (repurchased) pursuant to benefit plans	450,175		120,622		—	—
Restricted stock forfeited and withheld for taxes	(119,644	)	(54,293	)	—	—
Stock options exercised	—		8,438		—	—
Shares issued at end of period	72,057,592		71,750,146		23,793,669	23,793,669
Treasury stock	14,592,888		14,592,888		—	—
Total shares outstanding	57,464,704		57,157,258		23,793,669	23,793,669

Schedule of AOCI

The following represents the Company's changes in accumulated other comprehensive income (loss) by component, net of tax for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020			2019
Foreign currency translation adjustments and other:
Balance at beginning of period	$	(369	)	$	(395	)
Other comprehensive income (loss) before reclassifications adjustments	(199		)	27
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(199		)	27
Income tax provision (benefit)	—			2
Balance at end of period	(568		)	(366		)
Pensions and other postretirement benefits:
Balance at beginning of period	(342		)	(297		)
Other comprehensive income (loss) before reclassifications	—			—
Reclassification from other comprehensive income (loss)	3			1
Other comprehensive income (loss)	3			1
Income tax provision (benefit)	1			—
Balance at end of period	(338		)	(296		)
Cash flow hedge instruments
Balance at beginning of period	—			—
Other comprehensive income (loss) before reclassifications	(3		)	4
Reclassification from other comprehensive income (loss)	—			—
Other comprehensive income (loss)	(3		)	4
Income tax provision (benefit)	1			—
Balance at end of period	(2		)	4
Accumulated other comprehensive loss at end of period	$	(908	)	$	(658	)
Other comprehensive income (loss) attributable to noncontrolling interests	$	(20	)	$	6

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Derivatives and Hedging Activities - Additional Information (Details) shares in Thousands, € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) shares	Mar. 31, 2020 EUR (€) shares	Dec. 31, 2019 USD ($) shares
Financial Instruments [Line Items]
Long-term debt	$ 5,837		$ 5,371
Net derivative losses to be reclassified within twelve months (less than)	$ 3
Swap agreements
Financial Instruments [Line Items]
Notional amount | shares	1,350	1,350	750
Commodity contracts
Financial Instruments [Line Items]
Period of forecasted purchases	18 months
Derivative, Notional Amount	$ 21		$ 19
Term of derivative	1 year
Net Investment Hedging
Financial Instruments [Line Items]
Long-term debt | €		€ 784

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Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Finished goods	$ 981	$ 1,027
Work in process	483	460
Raw materials	435	408
Materials and supplies	102	104
Total inventories	$ 2,001	$ 1,999

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Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 1,333	$ 1,341
Accumulated amortization	(298)	(201)
Net carrying value	1,035	1,140
Indefinite-lived intangible assets	229	282
Intangible assets, net	$ 1,264	1,422
Customer platforms and relationships
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Gross carrying value	$ 984	988
Accumulated amortization	(209)	(123)
Net carrying value	$ 775	865
Customer contract
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Gross carrying value	$ 8	8
Accumulated amortization	(6)	(6)
Net carrying value	2	2
Patents
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	1	1
Accumulated amortization	(1)	(1)
Net carrying value	$ 0	0
Patents | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Patents | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	17 years
Technology rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 131	133
Accumulated amortization	(41)	(37)
Net carrying value	$ 90	96
Technology rights | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Technology rights | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	30 years
Packaged kits know-how
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Gross carrying value	$ 54	54
Accumulated amortization	(8)	(7)
Net carrying value	$ 46	47
Catalogs
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	10 years
Gross carrying value	$ 47	47
Accumulated amortization	(7)	(6)
Net carrying value	40	41
Licensing agreements
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	62	63
Accumulated amortization	(23)	(18)
Net carrying value	$ 39	45
Licensing agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	3 years
Licensing agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	5 years
Land use rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 46	47
Accumulated amortization	(3)	(3)
Net carrying value	$ 43	$ 44
Land use rights | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	28 years
Land use rights | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite useful life of intangible assets	46 years

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Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Loss Contingencies [Line Items]
Asset retirement obligation	$ 15	$ 16
Accrued expenses and other current liabilities
Loss Contingencies [Line Items]
Asset retirement obligation	3	3
Deferred credits and other liabilities
Loss Contingencies [Line Items]
Asset retirement obligation	$ 12	$ 13

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Segment Information - Segment Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	$ 3,836	$ 4,484
Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	1,545	1,779
Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	997	1,175
Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	588	733
Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	706	797
North America
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	1,722	1,937
North America | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	704	793
North America | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	344	405
North America | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	198	232
North America | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	476	507
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	1,551	1,831
Europe, Middle East and Africa | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	565	641
Europe, Middle East and Africa | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	492	575
Europe, Middle East and Africa | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	297	378
Europe, Middle East and Africa | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	197	237
Rest of world
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	563	716
Rest of world | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	276	345
Rest of world | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	161	195
Rest of world | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	93	123
Rest of world | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	33	53
OE - Substrate
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	700	706
OE - Substrate | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	700	706
OE - Substrate | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
OE - Substrate | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
OE - Substrate | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
OE - Value add
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	2,430	2,981
OE - Value add | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	845	1,073
OE - Value add | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	997	1,175
OE - Value add | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	588	733
OE - Value add | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
Aftermarket
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	706	797
Aftermarket | Clean Air
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
Aftermarket | Powertrain
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
Aftermarket | Ride Performance
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	0	0
Aftermarket | Motorparts
Disaggregation of Revenue [Line Items]
Net sales and operating revenues	$ 706	$ 797

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Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	$ 1,619
Balance at end of period	649
Other comprehensive income (loss) attributable to noncontrolling interests	(20)	$ 6
Accumulated Other Comprehensive Income (Loss)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(711)	(692)
Balance at end of period	(908)	(658)
Foreign currency translation adjustments and other:
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(369)	(395)
Other comprehensive income (loss) before reclassifications adjustments	(199)	27
Reclassification from other comprehensive income (loss)	0	0
Other comprehensive income (loss)	(199)	27
Income tax provision (benefit)	0	2
Balance at end of period	(568)	(366)
Pensions and other postretirement benefits:
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(342)	(297)
Other comprehensive income (loss) before reclassifications adjustments	0	0
Reclassification from other comprehensive income (loss)	3	1
Other comprehensive income (loss)	3	1
Income tax provision (benefit)	1	0
Balance at end of period	(338)	(296)
Cash flow hedge instruments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	0	0
Other comprehensive income (loss) before reclassifications adjustments	(3)	4
Reclassification from other comprehensive income (loss)	0	0
Other comprehensive income (loss)	(3)	4
Income tax provision (benefit)	1	0
Balance at end of period	$ (2)	$ 4

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Pension Plans, Postretirement and Other Employee Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
US | Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 1
Interest cost	10	13
Expected return on plan assets	(16)	(17)
Net amortization:
Actuarial loss	2	1
Prior service cost (credit)	0	0
Net pension and postretirement costs (credits)	(4)	(2)
US | Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	2	3
Expected return on plan assets	0	0
Net amortization:
Actuarial loss	1	1
Prior service cost (credit)	(2)	(2)
Net pension and postretirement costs (credits)	1	2
Non-U.S. | Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	6	6
Interest cost	4	7
Expected return on plan assets	(4)	(5)
Net amortization:
Actuarial loss	2	1
Prior service cost (credit)	0	0
Net pension and postretirement costs (credits)	$ 8	$ 9

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Acquisitions and Divestitures - Öhlins Intressenter AB (Details) - USD ($) $ in Millions	Jan. 10, 2019	Dec. 31, 2019
Öhlins Intressenter AB
Business Acquisition [Line Items]
Percentage of business acquired	90.50%
Purchase price	$ 162
Cash acquired	$ 4
K Öhlin Holding AB | Öhlins Intressenter AB
Business Acquisition [Line Items]
Ownership percentage		9.50%

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The following table is a summary of amounts due to and from the Company's related parties at March 31, 2020 and December 31, 2019:

	March 31, 2020				December 31, 2019
	Receivables		Payables and accruals		Receivables		Payables and accruals
Anqing TP Goetze Piston Ring Company Limited	$	6	$	17	$	1	$	26
Anqing TP Powder Metallurgy Company Limited	$	—	$	1	$	—	$	1
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	—	$	2	$	—	$	2
Farloc Argentina SAIC	$	—	$	—	$	1	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	7	$	25	$	8	$	31
Federal-Mogul TP Liners, Inc.	$	2	$	6	$	2	$	7
Icahn Automotive Group LLC	$	41	$	8	$	52	$	10
Montagewerk Abgastechnik Emden GmbH	$	—	$	—	$	1	$	—

The following table summarizes the net sales, purchases, and royalty and other income from related parties for the three months ended March 31, 2020 and 2019:

	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	$	4	$	10	$	—	$	—	$	14	$	—
Anqing TP Powder Metallurgy Company Limited	$	1	$	1	$	—	$	—	$	1	$	—
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	1	$	2	$	—	$	1	$	2	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	12	$	59	$	4	$	28	$	59	$	1
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.	$	—	$	1	$	—	$	—	$	3	$	—
Federal-Mogul TP Liners, Inc.	$	4	$	12	$	—	$	4	$	—	$	—
Icahn Automotive Group LLC	$	33	$	—	$	1	$	43	$	—	$	1
Montagewerk Abgastechnik Emden GmbH	$	3	$	—	$	—	$	2	$	—	$	—
PSC Metals, Inc.	$	—	$	—	$	—	$	1	$	—	$	—

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Restructuring Charges, Net and Asset Impairments - Roll Forward of Restructuring Reserve (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 101	$ 103
Provisions	15	16
Revisions to estimates	(2)	0
Payments	(30)	(30)
Foreign currency	(1)	0
Restructuring reserve, ending balance	83	89
Employee Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	97	98
Provisions	10	11
Revisions to estimates	(2)	0
Payments	(23)	(25)
Foreign currency	(1)	0
Restructuring reserve, ending balance	81	84
Facility Closure and Other Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	4	5
Provisions	5	5
Revisions to estimates	0	0
Payments	(7)	(5)
Foreign currency	0	0
Restructuring reserve, ending balance	2	5
Total Reportable Segments
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	92	100
Provisions	11	15
Revisions to estimates	(2)
Payments	(21)	(28)
Foreign currency	(1)
Restructuring reserve, ending balance	79	87
Total Reportable Segments | Clean Air
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	23	17
Provisions	0	5
Revisions to estimates	0
Payments	(4)	(6)
Foreign currency	0
Restructuring reserve, ending balance	19	16
Total Reportable Segments | Powertrain
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	30	15
Provisions	2	1
Revisions to estimates	(1)
Payments	(4)	(3)
Foreign currency	0
Restructuring reserve, ending balance	27	13
Total Reportable Segments | Ride Performance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	23	25
Provisions	7	5
Revisions to estimates	(1)
Payments	(9)	(5)
Foreign currency	(1)
Restructuring reserve, ending balance	19	25
Total Reportable Segments | Motorparts
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	16	43
Provisions	2	4
Revisions to estimates	0
Payments	(4)	(14)
Foreign currency	0
Restructuring reserve, ending balance	14	33
Corporate
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	9	3
Provisions	4	1
Revisions to estimates	0
Payments	(9)	(2)
Foreign currency	0
Restructuring reserve, ending balance	$ 4	$ 2

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Derivatives and Hedging Activities - Carrying and Estimated Fair Value (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Commodity contracts | Cash Flow Hedging
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount of gain (loss) recognized in accumulated OCI or OCL (effective portion)	$ (3)	$ 4
Foreign Currency | Net Investment Hedging
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount of gain (loss) recognized in accumulated OCI or OCL (effective portion)	14	$ 19
Accrued expenses and other current liabilities | Commodity contracts | Cash Flow Hedging | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative asset (liabilities)	3		$ 0
Long-term debt | Foreign Currency | Net Investment Hedging | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative asset (liabilities)	$ 865		$ 850

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Debt and Other Financing Arrangements - Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Interest Expense
Debt Instrument [Line Items]
Amortization of debt issuance fees	$ 5	$ 5
Other assets
Debt Instrument [Line Items]
Amortization of debt issuance fees	1		$ 1
Senior Notes
Debt Instrument [Line Items]
Amortization of debt premium	$ 3	$ 3

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Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Disposal Groups, Including Discontinued Operations

The related assets and liabilities are classified as held for sale at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Assets
Receivables	$	4		$	5
Inventories	6			8
Other current assets	2			1
Long-lived assets	16			18
Goodwill	3			4
Impairment on carrying value	(8		)	(8		)
Total assets held for sale	$	23		$	28
Liabilities
Accounts payable	$	3		$	4
Accrued liabilities	2			2
Total liabilities held for sale	$	5		$	6

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

For interim tax reporting, the Company estimates its annual effective tax rate and applies it to year-to-date ordinary income. Jurisdictions where no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The effect of including these jurisdictions on the quarterly effective rate calculation could result in a higher or lower effective tax rate during a quarter due to the mix and timing of actual earnings versus annual projections. The tax effects of certain items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

For the three months ended March 31, 2020, the Company recorded income tax benefit of $94 million on loss from continuing operations before income taxes of $920 million. This compares to recording no income tax expense on losses from continuing operations of $105 million in the three months ended March 31, 2019.

Income tax expense for the three months ended March 31, 2020 differs from the U.S. statutory rate due primarily to $105 million of tax benefit recognized relating to the impairment of $854 million of assets, pre-tax income taxed at rates higher than the U.S. statutory rate, and pre-tax losses with no tax benefit. Income tax expense for the three months ended March 31, 2019 differs from the U.S. statutory rate due primarily to pre-tax income taxed at rates higher than the U.S. statutory rate and pre-tax losses with no tax benefit.

The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required or should be adjusted. This assessment considers, among other matters, the nature, frequency and amount of recent losses, the duration of statutory carryforward periods, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. If operational results decline due to the COVID-19 global pandemic in certain jurisdictions, exceed current estimates, or economic recovery takes longer than currently anticipated, the Company believes it is reasonably possible there may be sufficient negative evidence for a valuation allowance to be recorded in the next twelve months. This may result in a one-time tax expense of up to $550 million, primarily related to the U.S., China, France, Poland, and Spain.

The Company believes it is reasonably possible up to $32 million in unrecognized tax benefits related to the expiration of foreign statute of limitations and the conclusion of income tax examinations may be recognized within the next twelve months.

After considering the effect of COVID-19 on the 2020 forecast, the Company is not projecting sufficient income to utilize its 2011 and 2012 foreign tax credit carryforwards of $29 million and $21 million. The Company has certain U.S. reserves that provide positive evidence these foreign tax credits would be utilized in the event of an assessment by the U.S. tax authorities; therefore, it has netted the foreign tax credit carryforward deferred tax assets with its uncertain tax position liability on the

balance sheet. Should the 2011 and 2012 foreign tax credit carryforwards expire without utilization, the foreign tax credit carryforward deferred tax assets would be written off with a charge to income tax expense.

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Segment Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

16. Segment Information

The Company intends to separate its businesses to form two independent companies: New Tenneco and DRiV. The future New Tenneco consists of two operating segments: Powertrain and Clean Air. DRiV also consists of two operating segments: Motorparts and Ride Performance. Costs related to other business activities, primarily corporate headquarter functions, are disclosed separately from the four operating segments as "Corporate."

Management uses EBITDA including noncontrolling interests as the key performance measure of segment profitability and uses the measure in its financial and operational decision-making processes, for internal reporting, and for planning and forecasting purposes to effectively allocate resources. EBITDA including noncontrolling interests is defined as earnings before interest expense, income taxes, noncontrolling interests, and depreciation and amortization. Segment assets are not presented as it is not a measure reviewed by the Chief Operating Decision Maker in allocating resources and assessing performance.

EBITDA including noncontrolling interests should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income, which is the most directly comparable financial measure to EBITDA including noncontrolling interests that is in accordance with U.S. GAAP. EBITDA including noncontrolling interests, as determined and measured by the Company, should not be compared to similarly titled measures reported by other companies.

Segment results for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	1,545	$	997	$	588	$	706	$	3,836	$	—	$	—		$	3,836
Intersegment revenues	$	6	$	38	$	29	$	9	$	82	$	—	$	(82	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	11	$	—	$	2	$	13	$	—	$	—		$	13
For the Three Months Ended March 31, 2019
Revenues from external customers	$	1,779	$	1,175	$	733	$	797	$	4,484	$	—	$	—		$	4,484
Intersegment revenues	$	—	$	46	$	46	$	11	$	103	$	—	$	(103	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	13	$	1	$	2	$	16	$	—	$	—		$	16

Segment EBITDA including noncontrolling interests and the reconciliation to earnings before interest expense, income taxes, and noncontrolling interests are as follows:

	Three Months Ended March 31,
	2020			2019
EBITDA including noncontrolling interests by Segments:
Clean Air	$	99		$	131
Powertrain	(70		)	113
Ride Performance	(577		)	(45		)
Motorparts	(40		)	45
Total Reportable Segments	(588		)	244
Corporate	(86		)	(99		)
Depreciation and amortization	(171		)	(169		)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845		)	(24		)
Interest expense	(75		)	(81		)
Income tax (expense) benefit	94			—
Net income (loss)	$	(826	)	$	(105	)

Disaggregated Revenue

Original Equipment

Value-Added Sales

OE revenue is generated from providing original equipment manufacturers and servicers with products for automotive, heavy duty, and industrial applications. Supply relationships typically extend over the life of the related vehicle, subject to interim design and technical specification revisions, and do not require the customer to purchase a minimum quantity.

Substrate/Passthrough Sales

Generally, in connection with the sale of exhaust systems to certain OE manufacturers, the Company purchases catalytic converters and diesel particulate filters or components thereof including precious metals (“substrates”) on behalf of its customers which are used in the assembled system. These substrates are included in inventory and are “passed through” to the customer at cost, plus a small margin. Since the Company takes title to the substrate inventory and has responsibility for both the delivery and quality of the finished product including the substrates, the revenues and related expenses are recorded at gross amounts.

Aftermarket

Aftermarket revenue is generated from providing products for the global vehicle aftermarket to a wide range of warehouse distributors, retail parts stores, and mass merchants that distribute these products to customers ranging from professional service providers to “do-it-yourself” consumers.

Revenue from contracts with customers is disaggregated by customer type and geography, as it depicts the nature and amount of the Company’s revenue that is aligned with the Company's key growth strategies. In the following tables, revenue is disaggregated accordingly:

	Reportable Segments
By Customer Type	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
OE - Substrate	$	700	$	—	$	—	$	—	$	700
OE - Value add	845		997		588		—		2,430
Aftermarket	—		—		—		706		706
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
OE - Substrate	$	706	$	—	$	—	$	—	$	706
OE - Value add	1,073		1,175		733		—		2,981
Aftermarket	—		—		—		797		797
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

	Reportable Segments
By Geography	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
North America	$	704	$	344	$	198	$	476	$	1,722
Europe, Middle East and Africa	565		492		297		197		1,551
Rest of world	276		161		93		33		563
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
North America	$	793	$	405	$	232	$	507	$	1,937
Europe, Middle East and Africa	641		575		378		237		1,831
Rest of world	345		195		123		53		716
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

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Restructuring Charges, Net and Asset Impairments - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net		$ 13	$ 16
Restructuring charges		15	16
Revisions to estimates		(2)	0
Asset impairment charges		854
Facility Closure and Other Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges		5	5
Revisions to estimates		0	0
Employee Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges		10	11
Revisions to estimates		(2)	0
Ride Performance
Restructuring Cost and Reserve [Line Items]
Restructuring costs			3
Impairment of property, plant and equipment		455
Ride Performance | Facility Closure and Other Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs		6
Clean Air | Facility Closure and Other Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs			3
Federal-Mogul | Employee Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs			6
Operating Segments
Restructuring Cost and Reserve [Line Items]
Restructuring charges		11	15
Revisions to estimates		(2)
Operating Segments | Ride Performance
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net		6	5
Restructuring charges		7	5
Revisions to estimates		(1)
Operating Segments | Clean Air
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net		0	5
Restructuring charges		0	5
Revisions to estimates		0
Corporate
Restructuring Cost and Reserve [Line Items]
Severance and other charges, net		4	1
Restructuring charges		4	$ 1
Revisions to estimates		0
Asset impairment charges		16
Impairment of property, plant and equipment		11
Operating lease impairment		$ 5
Forecast | Minimum | Employee Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 25
Forecast | Maximum | Employee Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 30

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Summary of Accounting Policies - Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares of common stock outstanding (in shares)	81,168,562	80,874,637
Dilutive shares outstanding (in shares)	81,168,562	80,874,637
Anti-dilutive shares (in shares)	1,610,556	1,714,950
Restricted stock, PSUs, and RSUs
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities (in shares)	0	0
Stock options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities (in shares)	0	0

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

Segment results for the three months ended March 31, 2020 and 2019 are as follows:

	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	$	1,545	$	997	$	588	$	706	$	3,836	$	—	$	—		$	3,836
Intersegment revenues	$	6	$	38	$	29	$	9	$	82	$	—	$	(82	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	11	$	—	$	2	$	13	$	—	$	—		$	13
For the Three Months Ended March 31, 2019
Revenues from external customers	$	1,779	$	1,175	$	733	$	797	$	4,484	$	—	$	—		$	4,484
Intersegment revenues	$	—	$	46	$	46	$	11	$	103	$	—	$	(103	)	$	—
Equity in earnings of nonconsolidated affiliates, net of tax	$	—	$	13	$	1	$	2	$	16	$	—	$	—		$	16

Segment EBITDA including noncontrolling interests and the reconciliation to earnings before interest expense, income taxes, and noncontrolling interests are as follows:

	Three Months Ended March 31,
	2020			2019
EBITDA including noncontrolling interests by Segments:
Clean Air	$	99		$	131
Powertrain	(70		)	113
Ride Performance	(577		)	(45		)
Motorparts	(40		)	45
Total Reportable Segments	(588		)	244
Corporate	(86		)	(99		)
Depreciation and amortization	(171		)	(169		)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845		)	(24		)
Interest expense	(75		)	(81		)
Income tax (expense) benefit	94			—
Net income (loss)	$	(826	)	$	(105	)

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by customer type and geography, as it depicts the nature and amount of the Company’s revenue that is aligned with the Company's key growth strategies. In the following tables, revenue is disaggregated accordingly:

	Reportable Segments
By Customer Type	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
OE - Substrate	$	700	$	—	$	—	$	—	$	700
OE - Value add	845		997		588		—		2,430
Aftermarket	—		—		—		706		706
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
OE - Substrate	$	706	$	—	$	—	$	—	$	706
OE - Value add	1,073		1,175		733		—		2,981
Aftermarket	—		—		—		797		797
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

	Reportable Segments
By Geography	Clean Air		Powertrain		Ride Performance		Motorparts		Total
Three Months Ended March 31, 2020
North America	$	704	$	344	$	198	$	476	$	1,722
Europe, Middle East and Africa	565		492		297		197		1,551
Rest of world	276		161		93		33		563
Total	$	1,545	$	997	$	588	$	706	$	3,836
Three Months Ended March 31, 2019
North America	$	793	$	405	$	232	$	507	$	1,937
Europe, Middle East and Africa	641		575		378		237		1,831
Rest of world	345		195		123		53		716
Total	$	1,779	$	1,175	$	733	$	797	$	4,484

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Fair Value - Fair Value of Long Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Term loans and senior notes | Carrying Amount | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	$ 5,128	$ 5,179
Term loans and senior notes | Fair Value | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	3,871	5,113
Other Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of long term debt	$ 183	$ 192

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Debt and Other Financing Arrangements - Financing Arrangements (Details) $ in Millions	Mar. 31, 2020 USD ($)
Debt Instrument [Line Items]
Available	$ 800
Liquidity	1,570
Cash and cash equivalents	770
Tenneco Inc. revolving credit agreement
Debt Instrument [Line Items]
Available	800
Tenneco Inc. Term Loan A
Debt Instrument [Line Items]
Available	0
Tenneco Inc. Term Loan B
Debt Instrument [Line Items]
Available	0
Subsidiaries’ credit agreements
Debt Instrument [Line Items]
Available	0
Letters of credit
Debt Instrument [Line Items]
Available	$ 69

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Environmental Matters

The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. The Company has been notified by the U.S. Environmental Protection Agency, other national environmental agencies, and various provincial and state agencies it may be a potentially responsible party (“PRP”) under such laws for the cost of remediating hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and other national and state or provincial environmental laws. PRP designation typically requires the funding of site investigations and subsequent remedial activities. Many of the sites that are likely to be the costliest to remediate are often current or former commercial waste disposal facilities to which numerous companies sent wastes. Despite the potential joint and several liability which might be imposed on the Company under CERCLA and some of the other laws pertaining to these sites, its share of the total waste sent to these sites generally has been small. The Company believes its exposure for liability at these sites is not material.

On a global basis, the Company has also identified certain other present and former properties at which it may be responsible for cleaning up or addressing environmental contamination, in some cases as a result of contractual commitments and/or federal or state environmental laws. The Company is seeking to resolve its responsibilities for those sites for which a claim has been received.

The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations. At March 31, 2020, the Company has an obligation to remediate or contribute towards the remediation of certain sites, including the sites discussed above at which it may be a PRP.

The Company maintains the aggregated estimated share of environmental remediation costs for all these sites on a discounted basis in the condensed consolidated balance sheets as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	7	$	8
Deferred credits and other liabilities	28		28
	$	35	$	36

For those locations where the liability was discounted, the weighted average discount rate used was 0.5% and 1.3% at March 31, 2020 and December 31, 2019.

The Company's expected payments of environmental remediation costs for non-indemnified locations are estimated to be approximately:

	2020		2021		2022		2023		2024		2025 and thereafter
Expected payments	$	6	$	4	$	2	$	2	$	2	$	15

Based on information known to the Company from site investigations and the professional judgment of consultants, the Company has established reserves it believes are adequate for these costs. Although the Company believes these estimates of remediation costs are reasonable and are based on the latest available information, the costs are estimates, difficult to quantify based on the complexity of the issues, and are subject to revision as more information becomes available about the extent of remediation required. At some sites, the Company expects other parties will contribute to the remediation costs. In addition, certain environmental statutes provide the Company's liability could be joint and several, meaning the Company could be required to pay amounts in excess of its share of remediation costs. The financial strength of the other PRPs at these sites has been considered, where appropriate, in the determination of the estimated liability. The Company does not believe any potential costs associated with its current status as a PRP, or as a liable party at the other locations referenced herein, will be material to its annual consolidated financial position, results of operations, or liquidity.

Antitrust Investigations and Litigation

On March 25, 2014, representatives of the European Commission (EC) were at Tenneco GmbH's Edenkoben, Germany administrative facility to gather information in connection with an ongoing global antitrust investigation concerning multiple automotive suppliers. On the same date, the Company also received a related subpoena from the U.S. Department of Justice (“DOJ”).

On November 5, 2014, the DOJ granted conditional leniency to the Company, its subsidiaries, and its 50% affiliates as of such date ("2014 Tenneco Entities") pursuant to an agreement the Company entered into under the Antitrust Division's Corporate Leniency Policy. This agreement provides important benefits to the 2014 Tenneco Entities in exchange for the Company's self-reporting of matters to the DOJ and its continuing full cooperation with the DOJ's resulting investigation. For example, the DOJ will not bring any criminal antitrust prosecution against the 2014 Tenneco Entities, nor seek any criminal fines or penalties, in connection with the matters the Company reported to the DOJ. Additionally, there are limits on the liability of the 2014 Tenneco Entities related to any follow-on civil antitrust litigation in the United States. The limits include single rather than treble damages, as well as relief from joint and several antitrust liability with other relevant civil antitrust action defendants. These limits are subject to the Company satisfying the DOJ and any court presiding over such follow-on civil litigation.

On April 27, 2017, the Company received notification from the EC that it has administratively closed its global antitrust inquiry regarding the production, assembly, and supply of complete exhaust systems. No charges against the Company or any other competitor were initiated at any time and the EC inquiry is now closed.

Certain other competition agencies are also investigating possible violations of antitrust laws relating to products supplied by the Company and its subsidiaries, including Federal-Mogul. The Company has cooperated and continues to cooperate fully with all of these antitrust investigations and take other actions to minimize its potential exposure.

The Company and certain of its competitors are also currently defendants in civil putative class action litigation and are subject to similar claims filed by other plaintiffs, in the United States and Canada. More related lawsuits may be filed, including in other jurisdictions. Plaintiffs in these cases generally allege that defendants have engaged in anticompetitive conduct, in violation of federal and state laws, relating to the sale of automotive exhaust systems or components thereof. Plaintiffs seek to recover, on behalf of themselves and various purported classes of purchasers, injunctive relief, damages and attorneys’ fees. However, as explained above, because the DOJ granted conditional leniency to the 2014 Tenneco Entities, the Company's civil liability in U.S. follow-on actions with respect to these entities is limited to single damages and the Company will not be jointly and severally liable with the other defendants, provided that the Company has satisfied its obligations under the DOJ leniency agreement and approval is granted by the presiding court. Typically, exposure for follow-on actions in Canada is less than the exposure for U.S. follow-on actions.

Following the EC's decision to administratively close its antitrust inquiry into exhaust systems in 2017, receipt by the 2014 Tenneco Entities of conditional leniency from the DOJ and discussions during the third quarter of 2017 following the appointment of a special settlement master in the civil putative class action cases pending against the Company and/or certain of its competitors in the United States, the Company continues to vigorously defend itself and/or take actions to minimize its potential exposure to matters pertaining to the global antitrust investigation, including engaging in settlement discussions when it is in the best interests of the Company and its stockholders. For example, in October 2017, the Company settled an administrative action brought by Brazil's competition authority for an amount that was not material. In December 2018, the Company settled a separate administrative action brought by Brazil’s competition authority against a Federal-Mogul subsidiary, also for an amount that was not material.

Additionally, in February 2018, the Company settled civil putative class action litigation in the United States brought by classes of direct purchasers, end-payors and auto dealers. No other classes of plaintiffs have brought claims against the Company in the United States. Based upon those earlier developments, including settlement discussions, the Company established a reserve of $132 million in its second quarter 2017 financial results for settlement costs that were probable, reasonably estimable, and expected to be necessary to resolve its antitrust matters globally, which primarily involves the resolution of civil suits and related claims. Of the $132 million reserve that was established, $109 million was paid through March 31, 2020. In connection with the resolution of certain claims, $9 million was released from the reserve in the third quarter of 2019 and $30 million was paid out in the first quarter of 2020 from amounts that were included in the reserve. At March 31, 2020 the reserve was $14 million, of which $2 million was recorded in accrued expenses and other current liabilities and $12 million was recorded in deferred credits and other liabilities in the Company's condensed consolidated balance sheets. While the Company, including its Federal-Mogul subsidiaries, continues to cooperate with certain competition agencies investigating possible violations of

antitrust laws relating to products supplied by the Company, and the Company may be subject to other civil lawsuits and/or related claims, no amount of this reserve is attributable to matters with the DOJ or the EC, and no such amount is expected based on current information.

The Company's reserve for its antitrust matters is based upon all currently available information and an assessment of the probability of events for those matters where the Company can make a reasonable estimate of the costs to resolve such outstanding matters. The Company's estimate involves significant judgment, given the number, variety and potential outcomes of actual and potential claims, the uncertainty of future rulings and approvals by a court or other authority, the behavior or incentives of adverse parties or regulatory authorities, and other factors outside of its control. As a result, the Company's reserve may change from time to time, and actual costs may vary. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, the Company does not expect any such change in the reserve will have a material adverse effect on the Company's annual consolidated financial position, results of operations or liquidity.

Other Legal Proceedings, Claims and Investigations

For many years the Company has been and continues to be subject to lawsuits initiated by claimants alleging health problems as a result of exposure to asbestos. The Company's current docket of active and inactive cases is less than 500 cases in the United States and less than 50 in Europe.

With respect to the claims filed in the United States, the substantial majority of the claims are related to alleged exposure to asbestos in the Company's line of Walker® exhaust automotive products although a significant number of those claims appear also to involve occupational exposures sustained in industries other than automotive. A small number of claims have been asserted against one of the Company's subsidiaries by railroad workers alleging exposure to asbestos products in railroad cars. The Company believes, based on scientific and other evidence, it is unlikely that U.S. claimants were exposed to asbestos by the Company's former products and that, in any event, they would not be at increased risk of asbestos-related disease based on their work with these products. Further, many of these cases involve numerous defendants. Additionally, in many cases the plaintiffs either do not specify any, or specify the jurisdictional minimum, dollar amount for damages.

With respect to the claims filed in Europe, the substantial majority relate to occupational exposure claims brought by current and former employees of Federal-Mogul facilities in France and amounts paid out were not material. A small number of occupational exposure claims have also been asserted against Federal-Mogul entities in Italy and Spain.

As major asbestos manufacturers and/or users continue to go out of business or file for bankruptcy, the Company may experience an increased number of these claims. The Company vigorously defends itself against these claims as part of its ordinary course of business. In future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved unfavorably to the Company. To date, with respect to claims that have proceeded sufficiently through the judicial process, the Company has regularly achieved favorable resolutions. Accordingly, the Company presently believes that these asbestos-related claims will not have a material adverse effect on the Company's annual consolidated financial position, results of operations or liquidity.

The Company is also from time to time involved in other legal proceedings, claims or investigations. Some of these matters involve allegations of damages against the Company relating to environmental liabilities (including toxic tort, property damage and remediation), intellectual property matters (including patent, trademark and copyright infringement, and licensing disputes), personal injury claims (including injuries due to product failure, design or warning issues, and other product liability related matters), taxes, unclaimed property, employment matters, advertising matters, and commercial or contractual disputes, sometimes related to acquisitions or divestitures. Additionally, some of these matters involve allegations relating to legal compliance.

While the Company vigorously defends itself against all of these legal proceedings, claims and investigations and take other actions to minimize its potential exposure, in future periods, the Company could be subject to cash costs or charges to earnings if any of these matters are resolved on unfavorable terms. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including the Company's assessment of the merits of the particular claim, the Company does expect the legal proceedings, claims or investigations currently pending against it will have any material adverse effect on its annual consolidated financial position, results of operations or liquidity.

Asset Retirement Obligations

The Company’s primary asset retirement obligations ("ARO") activities relate to the removal of hazardous building materials at its facilities. The Company records an ARO at fair value upon initial recognition when the amount is probable and can be reasonably estimated. ARO fair values are determined based on the Company’s determination of what a third party would charge to perform the remediation activities, generally using a present value technique.

The Company's ARO liabilities in the condensed consolidated balance sheets are as follows:

	March 31, 2020		December 31, 2019
Accrued expenses and other current liabilities	$	3	$	3
Deferred credits and other liabilities	12		13
	$	15	$	16

Warranty Matters

The Company provides warranties on some of its products. The warranty terms vary but range from one year up to limited lifetime warranties on some of its premium aftermarket products. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified with the Company's products. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company believes the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve. The reserve is included in both current and long-term liabilities on the condensed consolidated balance sheets.

The following represents the changes in the Company's warranty accrual for the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020			2019
Balance at beginning of period	$	54		$	45
Accruals related to product warranties	3			5
Reductions for payments made	(6		)	(2		)
Foreign currency	—			—
Balance at end of period	$	51		$	48

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

17. Related Party Transactions

The following table summarizes the net sales, purchases, and royalty and other income from related parties for the three months ended March 31, 2020 and 2019:

	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	$	4	$	10	$	—	$	—	$	14	$	—
Anqing TP Powder Metallurgy Company Limited	$	1	$	1	$	—	$	—	$	1	$	—
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	1	$	2	$	—	$	1	$	2	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	12	$	59	$	4	$	28	$	59	$	1
Federal-Mogul TP Liner Europe Otomotiv Ltd. Sti.	$	—	$	1	$	—	$	—	$	3	$	—
Federal-Mogul TP Liners, Inc.	$	4	$	12	$	—	$	4	$	—	$	—
Icahn Automotive Group LLC	$	33	$	—	$	1	$	43	$	—	$	1
Montagewerk Abgastechnik Emden GmbH	$	3	$	—	$	—	$	2	$	—	$	—
PSC Metals, Inc.	$	—	$	—	$	—	$	1	$	—	$	—

The following table is a summary of amounts due to and from the Company's related parties at March 31, 2020 and December 31, 2019:

	March 31, 2020				December 31, 2019
	Receivables		Payables and accruals		Receivables		Payables and accruals
Anqing TP Goetze Piston Ring Company Limited	$	6	$	17	$	1	$	26
Anqing TP Powder Metallurgy Company Limited	$	—	$	1	$	—	$	1
Dongsuh Federal-Mogul Industrial Co., Ltd.	$	—	$	2	$	—	$	2
Farloc Argentina SAIC	$	—	$	—	$	1	$	—
Federal-Mogul Powertrain Otomotiv A.S.	$	7	$	25	$	8	$	31
Federal-Mogul TP Liners, Inc.	$	2	$	6	$	2	$	7
Icahn Automotive Group LLC	$	41	$	8	$	52	$	10
Montagewerk Abgastechnik Emden GmbH	$	—	$	—	$	1	$	—

See Note 7, Investment in Nonconsolidated Affiliates, for further information for companies within the tables above that represent equity method investments.

Amounts presented as Icahn Automotive Group LLC represent the Company's activity with Auto Plus and Pep Boys.

As part of the Federal-Mogul Acquisition, the Company acquired a redeemable noncontrolling interest related to a subsidiary in India. In accordance with local regulations, the Company initiated a process to make a tender offer of the shares it did not own due to the change in control triggered by the Federal-Mogul Acquisition. The Company entered into separate agreements with IEP subsequent to the purchase agreement whereby IEP agreed to fund and execute the tender offer for the shares on behalf of the Company. During the three months ended March 31, 2020, the tender offer for the shares was completed. Since the transaction was funded and executed by IEP, the completion of the tender offer resulted in an adjustment to additional paid-in capital during the three months ended March 31, 2020. Immediately following the completion of the tender offer, the shares of this noncontrolling interest not owned by the Company were no longer redeemable, or probable of becoming redeemable; therefore, the noncontrolling interest was reclassified from temporary equity to permanent equity during the three months ended March 31, 2020. See Note 2, Summary of Significant Accounting Policies, for further information on this redeemable noncontrolling interest.

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Restructuring Charges, Net and Asset Impairments (Tables)

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Schedule of Restructuring

Amounts related to activities that were charges to restructuring reserves by reportable segments are as follows:

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2019	$	23		$	30		$	23		$	16		$	92		$	9		$	101
Provisions	—			2			7			2			11			4			15
Revisions to estimates	—			(1		)	(1		)	—			(2		)	—			(2		)
Payments	(4		)	(4		)	(9		)	(4		)	(21		)	(9		)	(30		)
Foreign currency	—			—			(1		)	—			(1		)	—			(1		)
Balance at March 31, 2020	$	19		$	27		$	19		$	14		$	79		$	4		$	83

	Reportable Segments
	Clean Air			Powertrain			Ride Performance			Motorparts			Total Reportable Segments			Corporate			Total
Balance at December 31, 2018	$	17		$	15		$	25		$	43		$	100		$	3		$	103
Provisions	5			1			5			4			15			1			16
Payments	(6		)	(3		)	(5		)	(14		)	(28		)	(2		)	(30		)
Balance at March 31, 2019	$	16		$	13		$	25		$	33		$	87		$	2		$	89

The following table provides a summary of the Company's restructuring liabilities and related activity for each type of exit costs:

	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	$	97		$	4		$	101		$	98		$	5		$	103
Provisions	10			5			15			11			5			16
Revisions to estimates	(2		)	—			(2		)	—			—			—
Payments	(23		)	(7		)	(30		)	(25		)	(5		)	(30		)
Foreign currency	(1		)	—			(1		)	—			—			—
Balance at end of period	$	81		$	2		$	83		$	84		$	5		$	89

For the three months ended March 31, 2020 and 2019, restructuring charges, net and asset impairments by segment are as follows:

	Three Months Ended March 31, 2020
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	—	$	1	$	6	$	2	$	4	$	13
Other non-restructuring asset impairments	—		—		455		—		16		471
Total restructuring charges, net and asset impairments	$	—	$	1	$	461	$	2	$	20	$	484

	Three Months Ended March 31, 2019
	Clean Air		Powertrain		Ride Performance		Motorparts		Corporate		Total
Severance and other charges, net	$	5	$	1	$	5	$	4	$	1	$	16
Other non-restructuring asset impairments	—		—		—		—		—		—
Total restructuring charges, net and asset impairments	$	5	$	1	$	5	$	4	$	1	$	16

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues
Net sales and operating revenues	$ 3,836,000,000	$ 4,484,000,000
Costs and expenses
Cost of sales (exclusive of depreciation and amortization)	3,339,000,000	3,870,000,000
Selling, general, and administrative	249,000,000	318,000,000
Depreciation and amortization	171,000,000	169,000,000
Engineering, research, and development	77,000,000	92,000,000
Restructuring charges, net and asset impairments	484,000,000	16,000,000
Goodwill and intangible impairment charges	383,000,000	60,000,000
Costs and expenses	4,703,000,000	4,525,000,000
Other income (expense)
Non-service pension and other postretirement benefit (costs) credits	1,000,000	(2,000,000)
Equity in earnings (losses) of nonconsolidated affiliates, net of tax	13,000,000	16,000,000
Other income (expense), net	8,000,000	3,000,000
Total other expense (income)	22,000,000	17,000,000
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845,000,000)	(24,000,000)
Interest expense	(75,000,000)	(81,000,000)
Earnings (loss) before income taxes and noncontrolling interests	(920,000,000)	(105,000,000)
Income tax (expense) benefit	94,000,000	0
Net income (loss)	(826,000,000)	(105,000,000)
Less: Net income (loss) attributable to noncontrolling interests	13,000,000	12,000,000
Net income (loss) attributable to Tenneco Inc.	$ (839,000,000)	$ (117,000,000)
Basic earnings (loss) per share:
Earnings (loss) per share (in dollars per share)	$ (10.34)	$ (1.44)
Weighted average shares outstanding (in shares)	81,168,562	80,874,637
Diluted earnings (loss) per share:
Earnings (loss) per share (in dollars per share)	$ (10.34)	$ (1.44)
Weighted average shares outstanding (in shares)	81,168,562	80,874,637

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Activities
Net income (loss)	$ (826)	$ (105)
Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:
Goodwill and intangible impairment charges	383	60
Depreciation and amortization	171	169
Deferred income taxes	(166)	(8)
Stock-based compensation	2	7
Restructuring charges and asset impairments, net of cash paid	454	(14)
Change in pension and other postretirement benefit plans	(19)	(17)
Equity in earnings of nonconsolidated affiliates	(13)	(16)
Cash dividends received from nonconsolidated affiliates	13	15
Changes in operating assets and liabilities:
Receivables	139	(312)
Inventories	(73)	11
Payables and accrued expenses	(136)	157
Accrued interest and accrued income taxes	29	(38)
Other assets and liabilities	(110)	(59)
Net cash (used) provided by operating activities	(152)	(150)
Investing Activities
Acquisitions, net of cash acquired	0	(158)
Proceeds from sale of assets	2	1
Net proceeds from sale of business	0	22
Cash payments for property, plant, and equipment	(137)	(210)
Proceeds from deferred purchase price of factored receivables	56	60
Other	2	2
Net cash (used) provided by investing activities	(77)	(283)
Financing Activities
Proceeds from term loans and notes	67	28
Repayments of term loans and notes	(84)	(64)
Debt issuance costs of long-term debt	(8)	0
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	0	(20)
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
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(50)	19
Increase (decrease) in cash, cash equivalents and restricted cash	204	(339)
Cash, cash equivalents and restricted cash, beginning of period	566	702
Cash, cash equivalents and restricted cash, end of period	770	363
Supplemental Cash Flow Information
Cash paid during the period for interest	67	74
Cash paid during the period for income taxes, net of refunds	41	43
Lease assets obtained in exchange for new operating lease liabilities	51	19
Non-cash Investing Activities
Period end balance of accounts payable for property, plant, and equipment	96	101
Deferred purchase price of receivables factored in the period	60	58
Reduction in assets from redeemable noncontrolling interest transaction with owner	$ 53	$ 0

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Inventories

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventories

5. Inventories

At March 31, 2020 and December 31, 2019, inventory consists of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	981	$	1,027
Work in process	483		460
Raw materials	435		408
Materials and supplies	102		104
	$	2,001	$	1,999

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Fair Value

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value

9. Fair Value

A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy definition prioritizes the inputs used in measuring fair value into the following levels:

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities included in the Company's condensed consolidated balance sheets at March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis and indicate the fair value hierarchy utilized to determine such fair values:

		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	$	(2	)	$	(2	)	$	(1	)	$	(1	)
Commodity contracts	Level 2	$	(3	)	$	(3	)	$	—		$	—

Asset and Liability Instruments

The carrying value of cash and cash equivalents, restricted cash, short and long-term receivables, accounts payable, and short-term debt approximates fair value.

Cash-Settled Share and Index Swap Agreements

The Company's stock price is used as an observable input in determining the fair value of the cash-settled share swap agreement. The S&P 500 index ETF price is used as an observable input in determining the fair value of this swap agreement.

Commodity Contracts and Foreign Currency Contracts

The Company calculates the fair value of its commodity contracts and foreign currency contracts using commodity forward rates and currency forward rates, to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. The fair value of the Company's foreign currency forward contracts was a net liability position of $1 million at March 31, 2020 and net asset position of less than $1 million at December 31, 2019.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to items measured at fair value on a recurring basis, assets may be measured at fair value on a nonrecurring basis. These assets include long-lived assets and intangible assets which may be written down to fair value as a result of impairment.

Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable. As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded certain impairment triggers had occurred for certain long-lived asset groups. After failing the undiscounted cash flow recoverability test, the Company estimated the fair values of these long-lived asset groups at March 31, 2020 and compared them to their net carrying values. The fair value measurements related to these long-lived asset groups rely primarily on Company-specific inputs and the Company's assumptions about the use of the assets, as observable inputs are not available (level 3). To determine the fair value of the long-lived asset groups, the Company utilized an asset-based approach. The Company believes the assumptions and estimates used to determine the estimated fair values of the long-lived asset groups are reasonable; however, these estimates and assumptions are subject to a high degree of uncertainty. Due to the many variables inherent in estimating fair value differences in assumptions could have a material effect on the results of the analyses.

As the fair values of the long-lived asset groups exceeded their net carrying values, the Company recorded long-lived asset impairment charges consisting of $65 million of definite-lived intangible assets and $455 million of property, plant, and equipment, during the three months ended March 31, 2020. See Note 4, Restructuring Charges, Net and Asset Impairments for additional information on asset impairments and see Note 6, Goodwill and Other Intangible Assets, for additional information on the definite-lived intangible asset impairments.

Goodwill and Indefinite-Lived Intangible Assets

The Company evaluates the carrying value of its goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each year, or more frequently if events or circumstances indicate these assets might be impaired. As a result of the effects of the COVID-19 global pandemic on the Company's projected financial information, the Company concluded it was more likely than not the fair values of certain reporting units and its indefinite-lived intangible assets had declined to below their carrying values. The Company completed analyses to estimate the fair values of these reporting units and its trade names

and trademarks. These fair value measurements require the Company to make significant assumptions and estimates about the (i) projected operating margins, (ii) revenue growth rate, and (iii) discount rate, which is risk-adjusted based on the aforementioned items, as observable inputs are not available (level 3). The Company believes the assumptions and estimates used to determine the estimated fair value are reasonable; however, these estimates and assumptions are subject to a high degree of uncertainty. Due to the many variables inherent in estimating fair value, differences in assumptions could have a material effect on the results of the analyses.

It was determined the carrying values of the reporting units, and trade names and trademarks exceeded their fair values. As result, the Company recognized $267 million in non-cash impairment charges related to its goodwill and $51 million in non-cash impairment charges related to its indefinite-lived assets during the three months ended March 31, 2020. As a result, the remaining carrying value of the Company's trade names and trademarks equals fair value at March 31, 2020. See Note 6, Goodwill and Other Intangible Assets, for additional information on the goodwill and indefinite-lived intangible asset impairments.

During the first quarter of 2019, the Company reorganized the reporting structure of its Aftermarket, Ride Performance, and Motorparts segments and the underlying reporting units within those segments. See Note 6, Goodwill and Other Intangible Assets, for additional information on the goodwill impairment recognized in the three months ended March 31, 2019.

Financial Instruments Not Carried at Fair Value

The estimated fair value of the Company's outstanding debt is as follows:

		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	$	5,128	$	3,871	$	5,179	$	5,113

The fair value of the Company's public senior notes and private borrowings under its senior credit facility is based on observable inputs, and its borrowings on the revolving credit facility approximate fair value. The Company also had $183 million and $192 million at March 31, 2020 and December 31, 2019 in other debt whose carrying value approximates fair value, which consists primarily of foreign debt with maturities of one year or less.

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-based Compensation

The total share-based compensation expense is as follows:

	Three Months Ended March 31,
	2020		2019
Cash-settled share-based compensation expense (benefit)	$	—	$	(1	)
Share-settled share-based compensation expense (benefit)	2		7
	$	2	$	6

Unvested Restricted Shares

The following table reflects the status of all nonvested restricted shares, share-settled RSUs, and PSUs for the three months ended March 31, 2020:

	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	35,630		$	63.27	1,125,346		$	37.91	806,233		$	34.12
Granted	169,781		9.15		1,389,681		7.47		—		—
Vested	(196,332	)	39.59		(280,394	)	41.47		—		—
Forfeited	—		—		(238,283	)	34.37		(213,843	)	26.74
Nonvested balance at end of period	9,079		$	57.92	1,996,350		$	27.84	592,390		$	36.25

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Carrying and Estimated Fair Value

The following table presents the assets and liabilities included in the Company's condensed consolidated balance sheets at March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis and indicate the fair value hierarchy utilized to determine such fair values:

		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	$	(2	)	$	(2	)	$	(1	)	$	(1	)
Commodity contracts	Level 2	$	(3	)	$	(3	)	$	—		$	—

The estimated fair value of the Company's outstanding debt is as follows:

		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	$	5,128	$	3,871	$	5,179	$	5,113

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Inventories (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory

At March 31, 2020 and December 31, 2019, inventory consists of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	981	$	1,027
Work in process	483		460
Raw materials	435		408
Materials and supplies	102		104
	$	2,001	$	1,999

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Goodwill and Other Intangible Assets - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) reporting_unit	Mar. 31, 2019 USD ($) reporting_unit	Dec. 31, 2019 USD ($)
Goodwill [Line Items]
Goodwill, increase (decrease)	$ 505		$ 775
Goodwill impairment charges	267
Trade names and trademarks intangible asset impairment charges	51
Definite-lived intangible assets impairment charges	65
Motorparts
Goodwill [Line Items]
Goodwill, increase (decrease)	311
Goodwill impairment charges	70
Trade names and trademarks intangible asset impairment charges	40
Definite-lived intangible assets impairment charges	$ 0
Number of reporting units with goodwill | reporting_unit	1,000,000	1
Ride Performance
Goodwill [Line Items]
Goodwill, increase (decrease)	$ 7
Goodwill impairment charges	37	$ 60
Trade names and trademarks intangible asset impairment charges	11
Definite-lived intangible assets impairment charges	$ 65
Number of reporting units with goodwill | reporting_unit	1,000,000	2

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Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 34	$ 35
2020	98
2021	126
2022	122
2023	120
2024	113
2025 and thereafter	456
Net carrying value	$ 1,035		$ 1,140

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Fair Value - Carrying and Estimated Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Foreign Exchange Forward
Carrying And Estimated Fair Value [Line Items]
Derivative liability	$ (1)
Derivative asset		$ 1
Level 2 | Carrying Amount | Swap agreements
Carrying And Estimated Fair Value [Line Items]
Derivative liability	(2)	(1)
Level 2 | Carrying Amount | Commodity contracts
Carrying And Estimated Fair Value [Line Items]
Derivative liability	(3)	0
Level 2 | Fair Value | Swap agreements
Carrying And Estimated Fair Value [Line Items]
Derivative liability	(2)	(1)
Level 2 | Fair Value | Commodity contracts
Carrying And Estimated Fair Value [Line Items]
Derivative liability	$ (3)	$ 0

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Commitments and Contingencies - Other Legal Proceedings, Claims and Investigations (Details) $ in Millions	3 Months Ended		33 Months Ended
	Mar. 31, 2020 USD ($) LegalMatter	Sep. 30, 2019 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2017 USD ($)
Loss Contingencies [Line Items]
Estimated liability	$ 14		$ 14	$ 132
Payments for settlement	$ 30		109
Decrease in estimated liability		$ 9
United States
Loss Contingencies [Line Items]
Current docket of active and inactive cases nationwide relating to alleged exposure to asbestos from our product categories | LegalMatter	500
Europe
Loss Contingencies [Line Items]
Current docket of active and inactive cases nationwide relating to alleged exposure to asbestos from our product categories | LegalMatter	50
Minimum
Loss Contingencies [Line Items]
Warranty term	1 year
Accrued expenses and other current liabilities
Loss Contingencies [Line Items]
Estimated liability	$ 2		2
Deferred credits and other liabilities
Loss Contingencies [Line Items]
Estimated liability	$ 12		$ 12

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Segment Information - Segment Adjusted EBITDA (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Depreciation and amortization	$ (171,000,000)	$ (169,000,000)
Earnings (loss) before interest expense, income taxes, and noncontrolling interests	(845,000,000)	(24,000,000)
Interest expense	(75,000,000)	(81,000,000)
Income tax (expense) benefit	94,000,000	0
Net income (loss)	(826,000,000)	(105,000,000)
Total Reportable Segments
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	(588,000,000)	244,000,000
Total Reportable Segments | Clean Air
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	99,000,000	131,000,000
Total Reportable Segments | Powertrain
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	(70,000,000)	113,000,000
Total Reportable Segments | Ride Performance
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	(577,000,000)	(45,000,000)
Total Reportable Segments | Motorparts
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	(40,000,000)	45,000,000
Corporate
Segment Reporting Information [Line Items]
EBITDA including noncontrolling interests	$ (86,000,000)	$ (99,000,000)

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Shareholders' Equity - Share Conversion (Details) - Subsequent event	Apr. 01, 2020 shares
Class B
Conversion of Stock [Line Items]
Shares converted (in shares)	3,485,215
Class A
Conversion of Stock [Line Items]
Shares issued upon conversion (in shares)	3,485,215
Tenneco | Icahn Enterprises L.P. [Member] | Class B
Conversion of Stock [Line Items]
Shares owned (in shares)	20,308,454
Tenneco | Icahn Enterprises L.P. [Member] | Class A
Conversion of Stock [Line Items]
Shares owned (in shares)	9,136,392
Ownership percentage	14.99%

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Debt and Other Financing Arrangements - Accounts Receivable Securitization (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Debt Instrument [Line Items]
Accounts receivable outstanding and derecognized	$ 1,100		$ 1,000
Deferred purchase price receivable	37		33
Proceeds from factoring qualifying as sales	1,200	$ 1,200
Accounts Receivable Securitization Programs
Debt Instrument [Line Items]
Borrowings on securitization programs	8		$ 4
Interest Expense
Debt Instrument [Line Items]
Loss on sale of receivables	$ 6	$ 8