Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 7450 N McCormick Blvd | |
Entity Address, City or Town | Skokie | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60076 | |
City Area Code | 847 | |
Local Phone Number | 482-5000 | |
Title of 12(b) Security | Class A Voting Common Stock, par value $0.01 per share | |
Trading Symbol | TEN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 83,492,328 | |
Entity Central Index Key | 0001024725 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Net sales and operating revenues | $ 4,931 | $ 4,332 | $ 14,245 | $ 13,646 |
Costs and expenses | ||||
Cost of sales (exclusive of depreciation and amortization) | 4,388 | 3,776 | 12,663 | 11,810 |
Selling, general, and administrative | 219 | 240 | 728 | 764 |
Depreciation and amortization | 140 | 147 | 429 | 447 |
Engineering, research, and development | 71 | 71 | 220 | 216 |
Restructuring charges, net and asset impairments | 3 | (4) | 45 | 48 |
Costs and expenses | 4,821 | 4,230 | 14,085 | 13,285 |
Other income (expense) | ||||
Non-service pension and postretirement benefit (costs) credits | 3 | 4 | 9 | 10 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 3 | 10 | 25 | 47 |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | 8 |
Other income (expense), net | 13 | 9 | 27 | 30 |
Other income (expense) | 19 | 23 | 61 | 95 |
Earnings (loss) before interest expense, income taxes, and noncontrolling interests | 129 | 125 | 221 | 456 |
Interest expense | (90) | (66) | (232) | (205) |
Earnings (loss) before income taxes and noncontrolling interests | 39 | 59 | (11) | 251 |
Income tax (expense) benefit | (67) | (34) | (140) | (122) |
Net income (loss) | (28) | 25 | (151) | 129 |
Less: Net income (loss) attributable to noncontrolling interests | 16 | 10 | 52 | 59 |
Net income (loss) attributable to Tenneco Inc. | $ (44) | $ 15 | $ (203) | $ 70 |
Basic earnings (loss) per share: | ||||
Earnings (loss) per share (in dollars per share) | $ (0.53) | $ 0.17 | $ (2.44) | $ 0.85 |
Weighted average shares outstanding (in shares) | 83,697,158 | 82,310,645 | 83,484,392 | 82,171,755 |
Diluted earnings (loss) per share: | ||||
Earnings (loss) per share (in dollars per share) | $ (0.53) | $ 0.17 | $ (2.44) | $ 0.83 |
Weighted average shares outstanding (in shares) | 83,697,158 | 84,103,606 | 83,484,392 | 83,475,736 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (28) | $ 25 | $ (151) | $ 129 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (238) | (79) | (448) | (69) |
Defined benefit plans | 0 | 3 | 0 | 9 |
Cash flow hedges | (4) | (1) | (14) | (4) |
Other comprehensive income (loss), net of tax | (242) | (77) | (462) | (64) |
Comprehensive income (loss) | (270) | (52) | (613) | 65 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (9) | 5 | 2 | 52 |
Comprehensive income (loss) attributable to common shareholders | $ (261) | $ (57) | $ (615) | $ 13 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 415 | $ 859 |
Restricted cash | 8 | 6 |
Receivables: | ||
Customer notes and accounts, net | 2,702 | 2,308 |
Other | 117 | 111 |
Inventories | 1,948 | 1,846 |
Prepayments and other current assets | 553 | 683 |
Total current assets | 5,743 | 5,813 |
Property, plant, and equipment, net | 2,557 | 2,872 |
Long-term receivables, net | 4 | 5 |
Goodwill | 506 | 507 |
Intangibles, net | 940 | 1,056 |
Investments in nonconsolidated affiliates | 434 | 539 |
Deferred income taxes | 241 | 266 |
Other assets | 527 | 564 |
Total assets | 10,952 | 11,622 |
Current liabilities: | ||
Short-term debt, including current maturities of long-term debt | 1,427 | 57 |
Accounts payable | 3,288 | 2,955 |
Accrued compensation and employee benefits | 364 | 381 |
Accrued income taxes | 70 | 71 |
Accrued expenses and other current liabilities | 1,153 | 1,227 |
Total current liabilities | 6,302 | 4,691 |
Long-term debt | 3,603 | 5,018 |
Deferred income taxes | 96 | 105 |
Pension and postretirement benefits | 723 | 830 |
Deferred credits and other liabilities | 436 | 491 |
Commitments and contingencies (Note 11) | ||
Total liabilities | 11,160 | 11,135 |
Redeemable noncontrolling interests | 37 | 91 |
Tenneco Inc. shareholders’ equity: | ||
Preferred stock - $0.01 par value; none issued | 0 | 0 |
Additional paid-in capital | 4,473 | 4,462 |
Accumulated other comprehensive loss | (1,007) | (595) |
Accumulated deficit | (3,056) | (2,853) |
Shares held as treasury stock - at cost: (September 30, 2022 and December 31, 2021 - 14,592,888) | (930) | (930) |
Total Tenneco Inc. shareholders’ equity (deficit) | (519) | 85 |
Noncontrolling interests | 274 | 311 |
Total equity | (245) | 396 |
Total liabilities, redeemable noncontrolling interests, and equity | 10,952 | 11,622 |
Class A | ||
Tenneco Inc. shareholders’ equity: | ||
Common stock | 1 | 1 |
Class B | ||
Tenneco Inc. shareholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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) | 98,085,216 | 96,713,188 |
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) | 0 | 0 |
Treasury shares (in shares) | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities | ||
Net income (loss) | $ (151) | $ 129 |
Adjustments to reconcile net income (loss) to cash (used) provided by operating activities: | ||
Depreciation and amortization | 429 | 447 |
Deferred income taxes | (2) | 8 |
Stock-based compensation | 17 | 18 |
Restructuring charges and asset impairments, net of cash paid | 13 | (17) |
Change in pension and other postretirement benefit plans | (29) | (22) |
Equity in earnings of nonconsolidated affiliates | (25) | (47) |
Cash dividends received from nonconsolidated affiliates | 55 | 58 |
Loss (gain) on sale of assets and other | (4) | 8 |
Changes in operating assets and liabilities: | ||
Receivables | (920) | (451) |
Inventories | (237) | (194) |
Payables and accrued expenses | 551 | 11 |
Accrued interest and accrued income taxes | (1) | 24 |
Other assets and liabilities | 91 | 3 |
Net cash (used) provided by operating activities | (213) | (25) |
Investing Activities | ||
Proceeds from sale of assets | 13 | 39 |
Net proceeds from sale of business | 3 | 1 |
Proceeds from sale of investment in nonconsolidated affiliates | 5 | 6 |
Cash payments for property, plant and equipment | (253) | (286) |
Proceeds from deferred purchase price of factored receivables | 310 | 356 |
Other | (1) | 0 |
Net cash (used) provided by investing activities | 77 | 116 |
Financing Activities | ||
Proceeds from term loans and notes | 57 | 836 |
Repayments and extinguishment costs of term loans and notes | (177) | (1,011) |
Borrowings on revolving lines of credit | 6,221 | 4,772 |
Payments on revolving lines of credit | (6,160) | (4,774) |
Debt issuance costs of long-term debt | 0 | (13) |
Distributions to noncontrolling interest partners | (44) | (12) |
Payment for redeemable noncontrolling interest redemption | (53) | 0 |
Collections (payments) on securitization programs, net and other | (36) | (78) |
Net cash (used) provided by financing activities | (192) | (280) |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (114) | (19) |
Increase (decrease) in cash, cash equivalents, and restricted cash | (442) | (208) |
Cash, cash equivalents, and restricted cash, beginning of period | 865 | 803 |
Cash, cash equivalents, and restricted cash, end of period | 423 | 595 |
Supplemental Cash Flow Information | ||
Cash paid during the period for interest | 192 | 162 |
Cash paid during the period for income taxes, net of refunds | 172 | 104 |
Lease assets obtained in exchange for new operating lease liabilities | 61 | 35 |
Non-cash inventory charges due to aftermarket product line exit | 4 | 44 |
Non-cash Investing Activities | ||
Period end balance of accounts payable for property, plant, and equipment | 81 | 73 |
Deferred purchase price of receivables factored in the period | $ 319 | $ 368 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Total Tenneco Inc. Shareholders’ Equity (Deficit) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Noncontrolling Interests | Total Equity |
Beginning balance (in shares) at Dec. 31, 2020 | 1 | ||||||||
Balance at beginning of period at Dec. 31, 2020 | $ (119) | $ 4,442 | $ (744) | $ (2,888) | $ (930) | $ 300 | $ 181 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 65 | 65 | 10 | 75 | |||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (46) | (46) | (3) | (49) | |||||
Defined benefit plans | 3 | 3 | 3 | ||||||
Cash flow hedges | (2) | (2) | (2) | ||||||
Comprehensive income (loss) | 20 | 7 | 27 | ||||||
Stock-based compensation, net | 3 | 3 | 3 | ||||||
Distributions declared to noncontrolling interests | (2) | (2) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 1 | ||||||||
Balance at end of period at Mar. 31, 2021 | (96) | 4,445 | (789) | (2,823) | (930) | 305 | 209 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 1 | ||||||||
Balance at beginning of period at Dec. 31, 2020 | (119) | 4,442 | (744) | (2,888) | (930) | 300 | 181 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 129 | ||||||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (69) | ||||||||
Defined benefit plans | 9 | ||||||||
Cash flow hedges | (4) | ||||||||
Comprehensive income (loss) | 65 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1 | ||||||||
Balance at end of period at Sep. 30, 2021 | (90) | 4,458 | (801) | (2,818) | (930) | 313 | 223 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 1 | ||||||||
Balance at beginning of period at Mar. 31, 2021 | (96) | 4,445 | (789) | (2,823) | (930) | 305 | 209 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (10) | (10) | 8 | (2) | |||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | 58 | 58 | 2 | 60 | |||||
Defined benefit plans | 3 | 3 | 3 | ||||||
Cash flow hedges | (1) | (1) | (1) | ||||||
Comprehensive income (loss) | 50 | 10 | 60 | ||||||
Stock-based compensation, net | 4 | 4 | 4 | ||||||
Distributions declared to noncontrolling interests | (1) | (1) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 1 | ||||||||
Balance at end of period at Jun. 30, 2021 | (42) | 4,449 | (729) | (2,833) | (930) | 314 | 272 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 25 | 15 | 15 | 5 | 20 | ||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (79) | (74) | (74) | (3) | (77) | ||||
Defined benefit plans | 3 | 3 | 3 | 3 | |||||
Cash flow hedges | (1) | (1) | (1) | (1) | |||||
Comprehensive income (loss) | (52) | (57) | 2 | (55) | |||||
Stock-based compensation, net | 9 | 9 | 9 | ||||||
Distributions declared to noncontrolling interests | (3) | (3) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 1 | ||||||||
Balance at end of period at Sep. 30, 2021 | (90) | 4,458 | (801) | (2,818) | (930) | 313 | 223 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 1 | ||||||||
Balance at beginning of period at Dec. 31, 2021 | 396 | 85 | 4,462 | (595) | (2,853) | (930) | 311 | 396 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (38) | (38) | 7 | (31) | |||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (1) | (1) | |||||||
Cash flow hedges | 4 | 4 | 4 | ||||||
Comprehensive income (loss) | (34) | 6 | (28) | ||||||
Stock-based compensation, net | 2 | 2 | 2 | ||||||
Distributions declared to noncontrolling interests | (13) | (13) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 1 | ||||||||
Balance at end of period at Mar. 31, 2022 | 53 | 4,464 | (591) | (2,891) | (930) | 304 | 357 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 1 | ||||||||
Balance at beginning of period at Dec. 31, 2021 | 396 | 85 | 4,462 | (595) | (2,853) | (930) | 311 | 396 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (151) | ||||||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (448) | ||||||||
Defined benefit plans | 0 | ||||||||
Cash flow hedges | (14) | ||||||||
Comprehensive income (loss) | (613) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 1 | ||||||||
Balance at end of period at Sep. 30, 2022 | (245) | (519) | 4,473 | (1,007) | (3,056) | (930) | 274 | (245) | |
Beginning balance (in shares) at Mar. 31, 2022 | 1 | ||||||||
Balance at beginning of period at Mar. 31, 2022 | 53 | 4,464 | (591) | (2,891) | (930) | 304 | 357 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (121) | (121) | 8 | (113) | |||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (185) | (185) | (16) | (201) | |||||
Cash flow hedges | (14) | (14) | (14) | ||||||
Comprehensive income (loss) | (320) | (8) | (328) | ||||||
Stock-based compensation, net | 5 | 5 | 5 | ||||||
Distributions declared to noncontrolling interests | (6) | (6) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 1 | ||||||||
Balance at end of period at Jun. 30, 2022 | (262) | 4,469 | (790) | (3,012) | (930) | 290 | 28 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (28) | (44) | (44) | 12 | (32) | ||||
Other comprehensive income (loss)—net of tax: | |||||||||
Foreign currency translation adjustments | (238) | (213) | (213) | (21) | (234) | ||||
Defined benefit plans | 0 | ||||||||
Cash flow hedges | (4) | (4) | (4) | (4) | |||||
Comprehensive income (loss) | (270) | (261) | (9) | (270) | |||||
Stock-based compensation, net | 4 | 4 | 4 | ||||||
Distributions declared to noncontrolling interests | (7) | (7) | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 1 | ||||||||
Balance at end of period at Sep. 30, 2022 | $ (245) | $ (519) | $ 4,473 | $ (1,007) | $ (3,056) | $ (930) | $ 274 | $ (245) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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, markets, and distributes products and services for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers. Tenneco consists of four operating segments, Motorparts, Performance Solutions, Clean Air, and Powertrain and serves both original equipment (“OE”) manufacturers and the repair and replacement markets worldwide. Proposed Merger On February 22, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pegasus Holdings III, LLC (“Parent”) and Pegasus Merger Co., a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, “Buyer”). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tenneco (the “Merger”) with Tenneco continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo Global Management, Inc. At the effective time of the Merger (the “Effective Time”), each share of the Company’s Class A voting common stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to the Merger Agreement or shares of Class A voting common stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law), will be automatically converted into the right to receive $20.00 in cash, without interest. At the Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each restricted share unit award (“RSU”) and each performance share unit award (“PSU”) of Tenneco that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the holder’s right to receive a cash amount (subject to any applicable withholding taxes) calculated based on the per-share Merger consideration of $20.00. The Company’s Board of Directors and the sole member or board of directors, as applicable, of Parent and Merger Sub have each unanimously approved the Merger and the Merger Agreement. On June 7, 2022, the Company’s stockholders approved the Merger and Merger Agreement. The closing of the Merger is subject to various conditions, including (i) the absence of any order, injunction or other legal or regulatory restraint making illegal, enjoining or otherwise prohibiting the closing of the Merger; (ii) the receipt of clearances and/or approvals under applicable foreign competition and/or other laws; (iii) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications; and (iv) compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement under clause (b) of such definition). The closing of the Merger is not subject to a financing condition, and Parent has obtained equity and debt financing commitments for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement. All conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement. Parent, Merger Sub, and Tenneco expect to consummate the Merger in the middle of November 2022 promptly after the completion of certain debt financing activities by the Buyer and its debt financing sources that are contemplated by the Merger Agreement. Until the closing, the Company will continue to operate as an independent company. The Company has incurred and will incur certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. 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, 2021, which was filed with the Securities and Exchange Commission on February 24, 2022 (the “2021 Form 10-K”). Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. At September 30, 2022, the Company is in compliance with all its financial covenants under its credit agreement. In connection with the Merger, the Company announced the satisfaction or waiver of all regulatory closing conditions on October 28, 2022, which is described in more detail in Note 1, “Description of Business”. In anticipation of closing the Merger, the Company chose not to amend and extend its credit facility (which matures September 30, 2023), as the expected proceeds from the financing to consummate the Merger will satisfy these obligations prior to becoming due under the credit facility. In connection with the execution of the Merger Agreement and pursuant to a debt commitment letter dated February 22, 2022 (the “Debt Commitment Letter”), a consortium of financial institutions has committed to provide Buyer, severally but not jointly, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, the debt commitment amount in the aggregate up to $6.0 billion in debt financing. Notwithstanding the aforementioned, there can be no assurance that the Merger will be consummated on the contemplated timeline or at all. In the event the Merger is not consummated, the Company intends to amend and extend its credit agreement. If the Company is unable to agree to amend and extend its credit agreement with its lenders before maturity of the debt, which occurs within twelve months of the issuance date of these condensed consolidated financial statements, the Company will not be able to repay the entirety of the outstanding debt. The Company has a history of successfully amending its credit agreements, as recently as May 5, 2020, when it was last amended to increase the maximum leverage ratio and decrease the minimum interest coverage ratio after considering the effects of COVID-19. The Company also has a history of positive operating cash flows, as was the case in each of the last three annual reporting periods. Risks and Uncertainties There are many uncertainties related to the COVID-19 global pandemic (including the implementation of government lockdowns in China), the semiconductor shortage, the Russia and Ukraine conflict, other supply chain challenges, and the effects of inflation, commodity cost increases and rising interest rates on the overall macroeconomic environment that could negatively affect the Company’s results of operations, financial position, and cash flows. The Company does not have significant operations in Russia or Ukraine compared to its global operations, but its operations in these regions have been disrupted due to the conflict. Sales from the Company’s Russian subsidiaries and sales into Russia and Ukraine from its global subsidiaries were less than 1% of its consolidated “Net sales and operating revenue” for the year ended December 31, 2021. 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. At September 30, 2022 and December 31, 2021, the Company held redeemable noncontrolling interests of $37 million and $50 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 December 31, 2021, the Company held a redeemable noncontrolling interest of $41 million, which became redeemable during the six months ended June 30, 2022 following the third anniversary of the Öhlins acquisition on January 10, 2019. This redeemable noncontrolling interest represented a 9.5% ownership interest in Öhlins Intressenter AB (the “KÖ Interest”) retained by K Öhlin Holding AB (“Köhlin”). This noncontrolling interest was also presented in the temporary equity section of the Company’s condensed consolidated balance sheets and had been remeasured to its redemption value. The Company immediately recognized changes to redemption value as a component of “Net income (loss) attributable to noncontrolling interests” in the condensed consolidated statements of income (loss). During the second quarter of 2022, the Company received a notice from Köhlin of its intention to redeem all of the KÖ Interest. It was redeemed for $53 million and paid in June 2022. The following is a rollforward of activities in the Company’s redeemable noncontrolling interests: Nine Months Ended September 30, 2022 2021 Balance at beginning of period $ 91 $ 78 Net income (loss) attributable to redeemable noncontrolling interests 9 15 Other comprehensive (loss) income (12) (3) Redemption value measurement adjustments 16 21 Noncontrolling interest redemption (53) — Dividends declared to noncontrolling interests (14) — Balance at end of period $ 37 $ 111 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 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average shares of common stock outstanding 83,697,158 82,310,645 83,484,392 82,171,755 Effect of dilutive securities: RSUs and PSUs — 1,792,961 — 1,303,981 Weighted average shares of common stock outstanding including dilutive securities 83,697,158 84,103,606 83,484,392 83,475,736 Weighted average number of antidilutive stock-based awards excluded from the calculation of diluted earnings per share 3,956,186 1,562,928 3,994,043 1,849,872 Assets Held for Sale and Divestitures At September 30, 2022 and December 31, 2021, the Company had $13 million and $22 million of assets held for sale, which primarily consists of land and buildings, and non-core machinery and equipment across multiple segments that are expected to be sold in the next twelve months, as well as $8 million and $9 million in related environmental and asset retirement obligation liabilities. The Company recognized $2 million of impairment charges on assets held for sale during the nine months ended September 30, 2022. In the first quarter of 2022, the Company closed on the sale of a non-core business and recognized a loss on the sale of $2 million during the nine months ended September 30, 2022. The Company received $1 million and $2 million of cash proceeds during the three and nine months ended September 30, 2022. The remaining receivable is expected to be collected in the fourth quarter of 2022. |
Restructuring Charges, Net and
Restructuring Charges, Net and Asset Impairments | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges, Net and Asset Impairments | 3. 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. Restructuring charges, net and asset impairments by segment are as follows: Three and Nine Months Ended September 30, 2022 Three Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 1 $ (1) $ 2 $ 2 $ (1) $ 3 Total restructuring charges, net and asset impairments $ 1 $ (1) $ 2 $ 2 $ (1) $ 3 Nine Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 5 $ 4 $ 10 $ 20 $ 2 $ 41 Other non-restructuring asset impairments 2 — — — — 2 Impairment of assets held for sale — — — 2 — 2 Total asset impairment charges 2 — — 2 — 4 Total restructuring charges, net and asset impairments $ 7 $ 4 $ 10 $ 22 $ 2 $ 45 Severance and other charges, net The Company recognized net charges of $18 million in severance and other charges expected to be paid for cost reduction initiatives aimed at optimizing the Company’s cost structure across all segments and regions during the nine months ended September 30, 2022. The Company also recognized net charges of $3 million and $23 million in severance and other charges related to plant consolidations, relocations, and closures during the three and nine months ended September 30, 2022. Motorparts recognized severance and other charges, and revisions to estimates as follows: • $1 million and $7 million for the three and nine months ended September 30, 2022, along with a reduction of $1 million in revisions to estimates for the nine months ended September 30, 2022, in connection with cost reduction initiatives, primarily in North America and Europe; and • $1 million reduction in severance and other charges due to a revision in estimates related to plant consolidations, relocations, and closures for the nine months ended September 30, 2022, primarily in Europe. Performance Solutions recognized severance and other charges, and revisions to estimates as follows: • $1 million and $7 million, along with a reduction of $2 million and $4 million in revisions to estimates, for the three and nine months ended September 30, 2022 in connection with cost reduction initiatives in North America and Europe; and • $1 million for the nine months ended September 30, 2022 related to plant consolidations, relocations, and closures, primarily in North America. Clean Air recognized severance and other charges as follows: • $4 million for the nine months ended September 30, 2022 in connection with cost reduction initiatives, primarily in Europe; and • $2 million and $6 million for the three and nine months ended September 30, 2022 related to plant consolidations, relocations, and closures in North America and Asia Pacific. Powertrain recognized severance and other charges, and revisions to estimates as follows: • $1 million and $6 million for the three and nine months ended September 30, 2022 related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount. At September 30, 2022, the inception-to-date severance related restructuring charges for this program aggregate to $26 million, $21 million under the current voluntary program and $5 million related to other cost reduction initiatives. Total severance related charges are expected to be approximately $36 million; • $1 million and $17 million for the three and nine months ended September 30, 2022 related to plant consolidations, relocations, and closures, primarily in Europe; and • $3 million reduction in severance and other charges due to a revision in estimates for the nine months ended September 30, 2022 in connection with other cost reduction initiatives, primarily in Asia Pacific and Europe. The Company also incurred $3 million in cash severance costs within its corporate component for the nine months ended September 30, 2022, along with a reduction of $1 million in revisions to estimates for the three and nine months ended September 30, 2022. Asset impairments Other non-restructuring asset impairments During the nine months ended September 30, 2022, the Motorparts segment recognized asset impairment charges of $2 million related to the write-down of property, plant and equipment. Impairment of assets held for sale Refer to Note 2, “Basis of Presentation” for information on the impairment of assets held for sale. Three and Nine Months Ended September 30, 2021 Three Months Ended September 30, 2021 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ (1) $ (5) $ (2) $ 2 $ 1 $ (5) Other non-restructuring asset impairments 1 — — — — 1 Total restructuring charges, net and asset impairments $ — $ (5) $ (2) $ 2 $ 1 $ (4) Nine Months Ended September 30, 2021 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 6 $ 7 $ 9 $ 20 $ 2 $ 44 Asset impairments related to restructuring actions 1 — — — — 1 Other non-restructuring asset impairments 1 — — — 2 3 Total asset impairment charges 2 — — — 2 4 Total restructuring charges, net and asset impairments $ 8 $ 7 $ 9 $ 20 $ 4 $ 48 Severance and other charges, net The Company recognized a net reduction of $5 million and a net charge of $27 million in severance and other charges expected to be paid for cost reduction initiatives during the three and nine months ended September 30, 2021. The Company also recognized $1 million and $21 million in severance and other charges related to plant consolidations, relocations, and closures during the three and nine months ended September 30, 2021. In response to the COVID-19 pandemic, and in conjunction with the Company’s previously announced Project Accelerate, the Company executed global headcount reductions. The Company recognized a reduction of $1 million and $4 million in revisions to estimates in connection with cash and severance payments expected to be paid in connection with these actions during the three and nine months ended September 30, 2021. Motorparts recognized severance and other charges, and revisions to estimates as follows: • $3 million for the nine months ended September 30, 2021 in connection with its supply chain rationalization and distribution network initiative to achieve efficiencies and improve throughput to its customers in North America; • $1 million for the nine months ended September 30, 2021, along with a reduction of $1 million and $5 million in revisions to estimates, for the three and nine months ended September 30, 2021 in connection with cost reduction initiatives primarily in Europe; and • $7 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in Europe. Performance Solutions recognized severance and other charges as follows: • $11 million for the nine months ended September 30, 2021, along with a reduction of $4 million revisions to estimates for the three and nine months ended September 30, 2021, in connection with cost reduction initiatives primarily in Europe; • $1 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in North America; and • $1 million reduction in severance and other charges due to revision in estimates for the three and nine months ended September 30, 2021 in connection with Project Accelerate. Clean Air recognized severance and other charges, and revisions to estimates as follows: • $17 million for the nine months ended September 30, 2021, along with a reduction of $3 million and $9 million in revisions to estimates for the three and nine months ended September 30, 2021, in connection with cost reduction initiatives primarily in Europe; • $1 million and $4 million for the three and nine months ended September 30, 2021 related to plant consolidations, relocations and closures primarily in North America and Asia Pacific; and • $3 million reduction in severance and other charges for the nine months ended September 30, 2021 due to a revision in estimates in connection with Project Accelerate. Powertrain recognized severance and other charges, and revisions to estimates as follows: • $9 million for the nine months ended September 30, 2021 in connection with cost reduction initiatives primarily in Asia Pacific; • $2 million for the three and nine months ended September 30, 2021, along with a reduction of $1 million and $5 million reduction in severance and other charges due to revision in estimates for the three and nine months ended September 30, 2021 in connection with other cost reduction initiatives primarily in Europe; • $9 million for the nine months ended September 30, 2021 related to plant consolidations, relocations, and closures, primarily in Europe and North America; and • $1 million and $5 million restructuring costs incurred for the three and nine months ended September 30, 2021 related to an approved voluntary termination program at one of its European bearings plants aimed at reducing headcount. The Company also incurred $1 million and $2 million in cash severance costs within its corporate component for the three and nine months ended September 30, 2021. Asset impairments Asset impairments related to restructuring actions During the nine months ended September 30, 2021, as a result of actions in the Motorparts segment, asset impairment charges of $1 million were recognized related to the write-down of property, plant and equipment. Other non-restructuring asset impairments During the three and nine months ended September 30, 2021, the Motorparts segment recognized asset impairment charges of $1 million related to the write-down of property, plant and equipment. As a result of changes in the business, during the second quarter of 2021, the Company assessed and concluded an impairment trigger had occurred for certain long-lived asset groups in its corporate component and recognized an impairment charge of $2 million related to operating lease right-of-use assets during the nine months ended September 30, 2021. Restructuring Reserve Rollforward The following table provides a summary of the Company’s restructuring liabilities and related activity for each type of exit costs: Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Employee Costs Facility Closure and Other Costs Total Employee Costs Facility Closure and Other Costs Total Balance at beginning of period $ 63 $ — $ 63 $ 99 $ 1 $ 100 Provisions 10 1 11 31 3 34 Revisions to estimates (2) — (2) (9) — (9) Payments (17) (1) (18) (21) (4) (25) Foreign currency — — — (1) — (1) Balance at March 31 54 — 54 99 — 99 Provisions 33 1 34 30 2 32 Revisions to estimates (5) — (5) (8) — (8) Payments (6) (1) (7) (22) (2) (24) Foreign currency (1) — (1) — — — Balance at June 30 75 — 75 99 — 99 Provisions 4 2 6 2 3 5 Revisions to estimates (3) — (3) (10) — (10) Payments (5) (2) (7) (13) (3) (16) Foreign currency (2) — (2) (1) — (1) Balance at end of period $ 69 $ — $ 69 $ 77 $ — $ 77 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventory by major classification was as follows: September 30, December 31, Finished goods $ 756 $ 747 Work in process 615 508 Raw materials 502 510 Materials and supplies 75 81 Total inventories $ 1,948 $ 1,846 Beginning in the second quarter of 2020, the Motorparts segment initiated a rationalization of its supply chain and distribution network to achieve supply chain efficiencies and improve throughput to its customers. During the nine months ended September 30, 2021, the Motorparts segment recognized a non-cash charge of $44 million to write-down inventory to its net realizable value, $1 million of impairment charge to write-down property, plant and equipment, and $3 million in restructuring charges related to cash severance benefits and other costs. Refer to Note 3, “Restructuring Charges, Net and Asset Impairments” for additional information. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets The Company’s goodwill consists of the following: Nine Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Total Gross carrying amount at beginning of period $ 623 $ 546 $ 22 $ 59 $ 1,250 Foreign exchange — (1) — — (1) Gross carrying amount at March 31, 2022 623 545 22 59 1,249 Foreign exchange (1) (5) (1) — (7) Gross carrying amount at June 30, 2022 622 540 21 59 1,242 Foreign exchange (1) (4) — — (5) Gross carrying amount at September 30, 2022 621 536 21 59 1,237 Accumulated impairment loss at beginning of period (310) (374) — (59) (743) Foreign exchange — 1 — — 1 Accumulated impairment loss at March 31, 2022 (310) (373) — (59) (742) Foreign exchange 1 5 — — 6 Accumulated impairment loss at June 30, 2022 (309) (368) — (59) (736) Foreign exchange 1 4 — — 5 Accumulated impairment loss at September 30, 2022 (308) (364) — (59) (731) Net carrying value at end of period $ 313 $ 172 $ 21 $ — $ 506 The Company’s intangible assets consist of the following: September 30, 2022 December 31, 2021 Useful Lives (in Years) 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 $ 982 $ (436) $ 546 $ 993 $ (374) $ 619 Customer contract 10 8 (7) 1 8 (7) 1 Patents 10 to 17 1 (1) — 1 (1) — Technology rights 10 to 30 127 (67) 60 135 (62) 73 Packaged kits know-how 10 54 (22) 32 54 (18) 36 Catalogs 10 47 (19) 28 47 (15) 32 Licensing agreements 3 to 5 58 (50) 8 64 (47) 17 Land use rights 28 to 46 46 (6) 40 51 (6) 45 $ 1,323 $ (608) 715 $ 1,353 $ (530) 823 Indefinite-lived intangible assets: Trade names and trademarks 225 233 Total $ 940 $ 1,056 The amortization expense associated with definite-lived intangible assets is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization expense $ 30 $ 32 $ 92 $ 97 The expected future amortization expense for the Company’s definite-lived intangible assets is as follows: 2022 2023 2024 2025 2026 2027 and thereafter Total Expected amortization expense $ 30 $ 119 $ 113 $ 112 $ 112 $ 229 $ 715 |
Investment in Nonconsolidated A
Investment in Nonconsolidated Affiliates | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Nonconsolidated Affiliates | 6. Investment in Nonconsolidated Affiliates During the second quarter of 2022, the Company sold a portion of its investment in KB Autosys Co., Ltd. (KB Autosys) and the Company’s ownership fell below 20%. As a result, the Company no longer has the ability to exercise significant influence over KB Autosys and the equity method of accounting will no longer be used to account for this investment. During the third quarter of 2022, the Company continued to sell shares of this investment resulting in a loss on the sale of $2 million and $3 million and received cash proceeds of $4 million and $5 million during the three and nine months ended September 30, 2022. Non-cash losses of $1 million and $6 million were recognized in “Other income (expense), net” in the condensed consolidated statements of income (loss) during the three and nine months ended September 30, 2022, as a result of the change in accounting to fair value. No other significant changes occurred in the Company’s ownership interests in its nonconsolidated affiliates during the three and nine months ended September 30, 2022. 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 $182 million and $258 million at September 30, 2022 and December 31, 2021. The following table is a summary of transactions with the Company ’ s nonconsolidated affiliates: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales $ 19 $ 18 $ 53 $ 58 Purchases $ 92 $ 87 $ 296 $ 310 Royalty and other income (expense) $ 2 $ 2 $ 7 $ 9 The following table is a summary of amounts due to and from the Company ’ s nonconsolidated affiliates: September 30, December 31, Receivables $ 13 $ 10 Payables and accruals $ 74 $ 69 |
Financial Instruments and Fair
Financial Instruments and Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Fair Value | 7. Financial Instruments and Fair Value The Company is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices, equity price risk associated with share-based compensation awards, 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 or other financial instrument transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes. In certain cases, the Company may or may not designate certain derivative instruments as hedges for accounting 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 Exchange Rate Risk The Company manufactures and sells its products globally. 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 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. 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 concentration of credit risk related to derivative contracts at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements. Equity Price Risk The Company has certain cash-settled share-based incentive compensation awards that are dependent upon the Company’s stock price. The related cash payouts increase as the stock price increases and decrease as the stock price decreases. The Company has entered into certain financial instruments that move in the opposite direction of the cash settlement of these awards. Based on the Company’s current position, these financial instruments mitigate the market risk related to the final settlement of the cash-settled share-based incentive compensation awards. Effective in the third quarter of 2021, investment options based on the Company’s stock price no longer exist under the incentive deferral plan and, at both September 30, 2022 and December 31, 2021, there are no deferred compensation balances correlated to the Company’s stock price. Refer to “ Other Financial Instruments ” section below for additional details on these liabilities and the related financial instruments used to reduce the Company’s equity price risk. Assets and Liabilities Measured at Fair Value on a Recurring Basis 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. 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 a nd payables and intercompany loans. The Company calculates the fair value of its foreign currency contracts using currency forward rates (level 2), to calculate forward values, and then discounts the forward values. The discount rates for all derivative contracts are based on bank deposit rates. Derivative gains and losses associated with these foreign currency forward contracts are recognized in “Cost of sales (exclusive of depreciation and amortization)” in the condensed consolidated statements of income (loss). The fair value of t hese derivative instrum ents at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements. The following table summarizes by position the notional amounts for foreign currency forward contracts at September 30, 2022, all of which mature in the next twelve months: Notional Amount Long positions $ 323 Short positions $ (340) Other Financial Instruments Cash-Settled Share and Index Swap Transactions The Company has certain employee compensation arrangements, including cash-settled share-based units granted under its long-term incentive plan, that are valued based on the Company’s stock price. The share equivalents outstanding related to cash-settled share-based awards are as follows: September 30, December 31, Restricted Stock Units (RSUs) 1,188,372 1,451,422 Performance Share Units (PSUs) 4,376,689 2,951,316 5,565,061 4,402,738 The Company entered into financial instruments to mitigate the risk associated with both the vested and unvested portions of its cash-settled share-based incentive compensation awards. During the three and nine months ended September 30, 2022, the Company settled 1,600,000 and 3,100,000 common share equivalents under these agreements and the number of common share equivalents under these agreements was zero and 3,100,000 at September 30, 2022 and December 31, 2021. These financial instruments use observable input (level 2) in determining fair value. The estimated fair value of these financial instruments is as follows: Balance sheet classification September 30, December 31, Other financial instruments in asset positions (a)(b) Prepayments and other current assets $ — $ 35 Other financial instruments in liability positions (b) Accrued expenses and other current liabilities $ 2 $ — (a) The financial instruments as of December 31, 2021 primarily used the Company’s stock price as an observable input (level 2) in determining fair value. (b) There is a cash premium of $4 million at September 30, 2022 associated with one of these financial instruments, which is included in “Prepayments and other current assets” in the condensed consolidated balance sheets, and none at December 31, 2021. The gains and losses associated with these other financial instruments are recognized in “Selling, general, and administrative” in the condensed consolidated statements of income (loss). 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. Commodity rate price forward contracts are executed to offset a portion of the ex posure to potential change in prices for raw materials. The Company monitors its commodity price risk exposures regularly to maximize the overall effectiveness of its commodity forward contracts. 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 reclassifying adjustments into “Cost of sales (exclusive of depreciation and amortization)” 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 $58 million and $34 million at September 30, 2022 and December 31, 2021. Substantially all of the commodity price hedge contracts mature within one year. The Company calculates the fair value of its commodity contracts using commodity forward rates (level 2), 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 these derivative instruments at September 30, 2022 and December 31, 2021 is not considered material to the condensed consolidated financial statements. Net Investment Hedge — Foreign Currency Borrowings On March 17, 2021, all of the outstanding foreign currency borrowings designated as a net investment hedge were discharged, as a result, there were no outstanding foreign currency denominated borrowings designated as a net investment hedge at September 30, 2022 and December 31, 2021. The Company’s debt instruments are discussed further in Note 8, “Debt and Other Financing Arrangements”. 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commodity price hedge contracts designated as cash flow hedges $ (6) $ — $ (13) $ 1 Foreign currency borrowings designated as a net investment hedge $ — $ — $ — $ 11 The Company estimates approximately $12 million included in accumulated OCI or OCL at September 30, 2022 will be reclassified into net income (loss) within the following twelve months. Refer to Note 13, “Shareholders’ Equity” for further information. Assets and Liabilities Measured at Fair Value on a Nonrecurring 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. There were no fair value estimates on a nonrecurring basis during the nine months ended September 30, 2022 and 2021. Financial Instruments Not Carried at Fair Value The estimated fair value of the Company’s outstanding debt is as follows: September 30, 2022 December 31, 2021 Fair value Carrying Fair Carrying Fair Long-term debt (including current maturities): Term loans and senior notes Level 2 $ 4,873 $ 4,888 $ 4,998 $ 5,060 The fair value of the Company’s public senior notes and private borrowings under its New Credit Facility, as subsequently defined in Note 8, “Debt and Other Financing Arrangements”, is based on observable inputs , and any borrowings on the revolving credit facility approximate fair value . The Company also had $118 million and $77 million at September 30, 2022 and December 31, 2021 in other debt whose carrying value approximates fair value, which consists primarily of foreign debt with maturities of one year or less. |
Debt and Other Financing Arrang
Debt and Other Financing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing Arrangements | 8. Debt and Other Financing Arrangements Long-Term Debt A summary of the Company’s long-term debt obligations is set forth in the following table: September 30, 2022 December 31, 2021 Principal Carrying Amount (a) Principal Carrying Amount (a) Credit Facilities Revolver Borrowings Due 2023 $ 39 $ 39 $ — $ — Term Loans LIBOR plus 2.00% Term Loan A due 2019 through 2023 (b) 1,275 1,271 1,403 1,396 LIBOR plus 3.00% Term Loan B due 2019 through 2025 1,636 1,602 1,649 1,606 Senior Unsecured Notes $225 million of 5.375% Senior Notes due 2024 225 224 225 223 $500 million of 5.000% Senior Notes due 2026 500 496 500 496 Senior Secured Notes $500 million of 7.875% Senior Secured Notes due 2029 500 491 500 490 $800 million of 5.125% Senior Secured Notes due 2029 800 789 800 787 Other debt, primarily foreign instruments 25 25 26 26 4,937 5,024 Less - maturities classified as current 1,334 6 Total long-term debt $ 3,603 $ 5,018 (a) Carrying amount is net of unamortized debt issuance costs and debt discounts of $63 million and $79 million at September 30, 2022 and December 31, 2021. (b) The interest rate on Term Loan A at December 31, 2021 was LIBOR plus 1.75%. Short-Term Debt The Company’s short-term debt consists of the following: September 30, December 31, Revolver borrowings $ 39 $ — LIBOR plus 2.00% Term Loan A 1,271 — LIBOR plus 3.00% Term Loan B 17 — Other debt 7 6 Maturities classified as current 1,334 6 Short-term borrowings (a) 93 51 Total short-term debt $ 1,427 $ 57 (a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements. Credit Facilities Financing Arrangements The Company has a senior credit facility under the credit agreement dated October 1, 2018 (as amended, restated, supplemented or otherwise modified, the “New Credit Facility”) that 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”). At September 30, 2022, the Company had $39 million outstanding borrowings on its revolving credit facility. During the fourth quarter of 2021 , the Company issued a $42 million letter of credit under its revolving credit facility and such letter of credit is included in the $69 million of total outstanding letters of credit at September 30, 2022, which reduces the available borrowings under its revolving credit facility. The letter of credit supports a 1.7 billion Mexican peso (approximately $84 million using exchange rates at September 30, 2022) surety bond issued to the Mexican tax authority. The surety bond is required in order for the Company to enter into the judicial process to appeal a tax assessment and covers the amount of the assessment plus interest. The Company does not believe it is probable it will have to pay the assessment or related interest. The Company also received a second assessment during the fourth quarter of 2021 from the Mexican tax authority of 0.6 billion Mexican peso (approximately $29 million using the exchange rate at September 30, 2022) for a separate matter, which has not required the issuance of a surety bond at this time. The Company does not believe it is probable it will have to pay this second assessment or related interest. At September 30, 2022 and December 31, 2021, the unamortized debt issuance costs related to the revolver of $6 million and $11 million are included in “Prepayments and other current assets” and “Other assets” in the condensed consolidated balance sheets. Credit Facility New Credit Facility — Interest Rates At September 30, 2022, 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 in the New Credit Facility) is less than 4.50 to 1 and greater than or equal to 3.00 to 1. The interest rate on borrowings under the revolving credit facility and the Term Loan A facility are subject to step downs in accordance with the credit agreement. The New Credit Facility prescribes for an alternative method of determining interest rates in the event LIBOR is not available. New Credit Facility — Other Terms and Conditions The third amendment dated May 5, 2020 (“Third Amendment”) of the Company’s New Credit Facility provided relief from the financial maintenance covenants for the revolving credit facility and Term Loan A facility subject to the non-occurrence of certain covenant reset triggers as more fully described in its 2021 Form 10-K. There has been no covenant reset trigger, or covenant reset certificate delivered. Accordingly, the financial ratio required at September 30, 2022 under the New Credit Facility was changed to a consolidated net leverage ratio from a senior secured net leverage ratio at December 31, 2021. Further information on interest rates, fees, and other terms and conditions of the New Credit Facility is included in the Company’s 2021 Form 10-K. At September 30, 2022, the Company was in compliance with all the financial covenants of the New Credit Facility. Senior Notes Further information on the terms and conditions of the Senior Unsecured Notes and Senior Secured Notes is included in the Company’s 2021 Form 10-K. At September 30, 2022, the Company was in compliance with all of its financial covenants under the indentures governing the Senior Unsecured Notes and Senior Secured Notes. On June 27, 2022, Merger Sub commenced cash tender offers (collectively, the “Tender Offer”) to purchase any and all of the Company’s outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Senior Secured Notes”). In connection with the Tender Offer, Merger Sub also solicited the consents of holders of each series of Senior Secured Notes to certain proposed amendments (the “Proposed Amendments”) to the respective indenture governing each series of Senior Secured Notes (collectively, the “Consent Solicitation”). The purpose of the Consent Solicitation and the Proposed Amendments is to eliminate the requirement to make a “change of control offer” for the Senior Secured Notes in connection with the Merger and make certain other customary changes for a privately-held company to the “change of control” provisions in the indentures governing the Senior Secured Notes. The Proposed Amendments require the consent of a majority of each series of Senior Secured Notes to amend the respective indenture. On July 13, 2022, Merger Sub announced that it had received tenders and the requisite consents from each series of Senior Secured Notes. Having received the requisite consents from the holders of each series of Secured Notes to the Proposed Amendments to the indenture governing such series of Senior Secured Notes, the Company, the subsidiary guarantors party thereto, and the trustee entered into a supplemental indenture to each indenture governing the Senior Secured Notes to effect the Proposed Amendments. Each supplemental indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective series of Senior Secured Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation, which the Company expects will be shortly prior to the consummation of the Merger. As of the date of this report, according to information provided by Global Bondholder Services Corporation, the information and tender agent for the Tender Offer, Merger Sub has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes. Consummation of the Tender Offer and payment for the Senior Secured Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction or waiver by Merger Sub of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. Merger Sub has extended, and has announced publicly that it intends to further extend, the expiration date for the Tender Offer so that the settlement date for the Tender Offer will coincide with the closing of the Merger, which it expects to occur in the fourth quarter of 2022. On September 7, 2022, the Company issued a notice of its intention to redeem, and on October 6, 2022 the Company rescinded that notice and issued a new notice of its intention to redeem, all of its outstanding 5.375% Senior Notes due 2024 (the “2024 Unsecured Notes”) and all of its outstanding 5.000% Senior Notes due 2026 (the “2026 Unsecured Notes” and, together with the 2024 Unsecured Notes, the “Senior Unsecured Notes”) on November 7, 2022 (such date, as it may be extended, the “redemption date”), subject to the satisfaction of certain conditions. The redemption price for the 2024 Unsecured Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption price for the 2026 Unsecured Notes will be equal to 101.667% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The obligation of the Company to redeem the Senior Unsecured Notes and pay the applicable redemption price on the redemption date is conditioned on the consummation of the Merger and a financing condition, and the redemption date may be delayed until each of the Merger condition and the financing condition has been satisfied or waived by the Company. If either the Merger condition or the financing condition is not satisfied or waived, the Company may elect to rescind the notice of redemption and terminate the redemption for the Senior Unsecured Notes. On March 3, 2021, the Company provided notice of its intention to redeem all of the outstanding 5.000% euro denominated senior secured notes due July 15, 2024 and all of the outstanding floating rate euro denominated senior secured notes due April 15, 2024 (collectively, the “Euro Secured Notes”). On March 17, 2021, using the net proceeds from the offering of 5.125% Notes, together with cash on hand, the Company satisfied and discharged each of the indentures governing the Euro Notes in accordance with their terms. As a result, the Company recorded a gain on extinguishment of debt of $8 million for the nine months ended September 30, 2021. Other Debt Other debt consists primarily of subsidiary debt and finance lease obligations. Factoring Arrangements At September 30, 2022 and December 31, 2021, the amount of accounts receivable outstanding and derecognized for factoring arrangements was $1.1 billion and $1.0 billion, of which $0.5 billion and $0.5 billion related to accounts receivable where the Company has continuing involvement. In addition, the deferred purchase price receivable was $53 million and $51 million at September 30, 2022 and December 31, 2021. For the three months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $1.4 billion and $1.2 billion, of which $0.9 billion and $0.8 billion were received on accounts receivable where the Company had continuing involvement. For the nine months ended September 30, 2022 and 2021, proceeds from the factoring of accounts receivable qualifying as sales were $4.5 billion and $3.8 billion, of which $3.3 billion and $2.9 billion were received on accounts receivable where the Company had continuing involvement. For the three months ended September 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables were $10 million and $5 million. For the nine months ended September 30, 2022 and 2021, the Company’s financing charges associated with the factoring of receivables were $24 million and $14 million. These financing charges are included in “Interest expense” in the condensed consolidated statements of income (loss). If the Company were not able to factor receivables under 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. |
Pension Plans, Postretirement a
Pension Plans, Postretirement and Other Employee Benefits | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pension Plans, Postretirement and Other Employee Benefits | 9. 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 costs (credits) are as follows: Three Months Ended September 30, Pension Benefits Other Postretirement Benefits 2022 2021 U.S. Non-U.S. U.S. Non-U.S. 2022 2021 Service cost $ — $ 6 $ — $ 8 $ — $ — Interest cost 9 5 9 4 1 1 Expected return on plan assets (14) (4) (17) (4) — — Net amortization: Actuarial loss 1 1 3 1 1 1 Prior service cost (credit) — — — — (3) (2) Net pension and postretirement costs (credits) $ (4) $ 8 $ (5) $ 9 $ (1) $ — Nine Months Ended September 30, Pension Benefits Other Postretirement Benefits 2022 2021 U.S. Non-U.S. U.S. Non-U.S. 2022 2021 Service cost $ 1 $ 19 $ 1 $ 21 $ — $ — Interest cost 26 15 24 13 4 4 Expected return on plan assets (43) (11) (49) (12) — — Net amortization: Actuarial loss 5 3 9 6 1 2 Prior service cost (credit) — — — — (9) (7) Net pension and postretirement costs (credits) $ (11) $ 26 $ (15) $ 28 $ (4) $ (1) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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. The Company considers both positive and negative evidence and 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, reversals of existing taxable temporary differences, and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. For the three months ended September 30, 2022, the Company recorded an income tax expense of $67 million on income from continuing operations before income taxes of $39 million. This compares to an income tax expense of $34 million on income from continuing operations before income taxes of $59 million in the three months ended September 30, 2021. Income tax expense for the three months ended September 30, 2022 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate and pre-tax losses for which no tax benefit is recognized. For the nine months ended September 30, 2022, the Company recorded income tax expense of $140 million on loss from continuing operations before income taxes of $11 million. This compares to an income tax expense of $122 million on income from continuing operations before income taxes of $251 million in the nine months ended September 30, 2021. Income tax expense for the nine months ended September 30, 2022 differs from the U.S. statutory rate due primarily to pre-tax income that is taxed at rates higher than the U.S. statutory rate and pre-tax losses for which no tax benefit is recognized. In addition, a $7 million non-cash benefit related to the release of a valuation allowance was recognized during the nine months ended September 30, 2022. Income tax expense for the three and nine months ended September 30, 2021 differs from the U.S. statutory rate due primarily to pre-tax income taxed at rates higher than U.S. statutory rate and pre-tax losses with no tax benefits, partially offset by a non-cash tax benefit of $12 million relating to the reversal of valuation allowances. The Company believes it is reasonably possible up to $38 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 that 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 actively seeking to resolve these actual and potential statutory, regulatory, and contractual obligations. The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations. At September 30, 2022, 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’s estimated share of environmental remediation costs for all these sites is recognized in the condensed consolidated balance sheets as follows: September 30, December 31, Accrued expenses and other current liabilities $ 9 $ 8 Deferred credits and other liabilities 19 23 $ 28 $ 31 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. At September 30, 2022 and December 31, 2021, the Company has indemnifications in place on certain of these environmental reserves, which are not considered material to the condensed consolidated financial statements. 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 approximately 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 takes 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 not 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 obligation (“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: September 30, December 31, Accrued expenses and other current liabilities (a) $ 11 $ 10 Deferred credits and other liabilities 3 4 $ 14 $ 14 (a) Includes liabilities held for sale for $8 million and $9 million at September 30, 2022 and December 31, 2021 . Refe r to Note 2, “Basis of Presentation”, for additional information on assets and liabilities held for sale. 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 accounts: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 66 $ 72 $ 69 $ 62 Accruals and revisions to estimates 1 8 27 40 Settlements (12) (12) (39) (34) Foreign currency (2) (1) (4) (1) Balance at end of period $ 53 $ 67 $ 53 $ 67 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 12. Share-Based Compensation Share-based compensation expense is included in “Selling, general, and administrative” in the condensed consolidated statements of income (loss). Total share-based compensation expense is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cash-settled share-based compensation expense $ 10 $ 2 $ 39 $ 18 Share-settled share-based compensation expense 5 9 17 18 $ 15 $ 11 $ 56 $ 36 Cash-Settled Awards The Company grants restricted stock units (“RSUs”) and performance share units (“PSUs”) to certain key employees that are payable in cash. These awards are classified as liabilities, and are valued based on the fair value of the award at the grant date, and then remeasured at each reporting date until settlement with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes. The PSUs have the potential to pay out between zero and 200%, based on performance target achievement. The following table reflects the number of cash-settled share-based units outstanding: September 30, December 31, RSUs 1,188,372 1,451,422 PSUs 4,376,689 2,951,316 5,565,061 4,402,738 The following table reflects the cash-settled share-based liabilities: September 30, December 31, Cash-settled share-based RSU liability $ 15 $ 6 Cash-settled share-based PSU liability 36 10 $ 51 $ 16 At September 30, 2022, $36 million in unrecognized costs on the cash-settled awards is expected to be recognized over a weighted average period of approximately two years. Share-Settled Awards The Company grants RSUs and PSUs to certain key employees that are payable in common stock. These awards are settled in shares upon vesting, and valued at the grant date fair value with compensation expense being recognized in proportion to the completed requisite period up until the date of settlement. Additionally, compensation expense for PSUs is recognized ratably over the requisite service period if it is probable the performance target related to the PSUs will be achieved and subsequently adjusted if this probability assessment changes. The following table reflects the changes in share-settled RSUs and share-settled PSUs for the nine months ended September 30, 2022: Share-Settled RSUs Share-Settled PSUs Units Weighted Avg. Units Weighted Avg. Nonvested balance at beginning of period 3,117,058 $ 13.94 328,296 $ 24.72 Granted 2,520,753 10.52 — — Vested (1,372,513) 17.62 (276,316) 24.72 Forfeited (153,922) 12.02 (51,980) 24.72 Nonvested balance at end of period 4,111,376 $ 10.41 — $ — At September 30, 2022, $28 million in unrecognized costs on the share-settled awards is expected to be recognized over a weighted average period of approximately two years. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 13. Shareholders’ Equity Common Stock Common Stock Outstanding The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Voting Common Stock (“Class A Common Stock”) at September 30, 2022 and December 31, 2021. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Non-Voting Common Stock (“Class B Common Stock”) at September 30, 2022 and December 31, 2021. Total common stock outstanding and changes in common stock issued are as follows: Class A Common Stock Class B Common Stock Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares issued at beginning of period 96,713,188 75,714,163 — 20,308,454 Issued pursuant to benefit plans 1,799,929 942,957 — — Withheld for taxes pursuant to benefit plans (427,901) (302,066) — — Class B common stock converted to Class A common stock — 20,308,454 — (20,308,454) Shares issued at end of period 98,085,216 96,663,508 — — Treasury stock 14,592,888 14,592,888 — — Total shares outstanding 83,492,328 82,070,620 — — Class B Common Stock Conversion During the nine months ended September 30, 2021, Icahn Enterprises L.P. (“IEP”) and its affiliates converted all of its remaining 20,308,454 shares of the Company’s Class B Common Stock into 20,308,454 shares of Class A Common Stock. Preferred Stock The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at September 30, 2022 and December 31, 2021. No shares of preferred stock were issued or outstanding at those dates. Accumulated Other Comprehensive Income (Loss) The following represents the Company’s changes in accumulated other comprehensive income (loss) by component: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Foreign currency translation adjustments: Balance at beginning of period $ (656) $ (383) $ (471) $ (395) Other comprehensive income (loss) before reclassifications adjustments (213) (74) (398) (62) Balance at end of period (869) (457) (869) (457) Defined benefit plans: Balance at beginning of period (126) (347) (126) (353) Reclassification from other comprehensive income (loss) — 3 — 10 Income tax benefit (provision) — — — (1) Balance at end of period (126) (344) (126) (344) Cash flow hedges: Balance at beginning of period (8) 1 2 4 Other comprehensive income (loss) before reclassifications (6) — (13) 1 Reclassification from other comprehensive income (loss) 2 (1) (2) (5) Income tax benefit (provision) — — 1 — Balance at end of period (12) — (12) — Accumulated other comprehensive loss at end of period $ (1,007) $ (801) $ (1,007) $ (801) Other comprehensive income (loss) attributable to noncontrolling interests, net of tax $ (25) $ (5) $ (50) $ (7) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information Tenneco consists of four operating segments: Motorparts, Performance Solutions, Clean Air, and Powertrain. 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 (“CODM”) 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 are as follows: Reportable Segments Motorparts Performance Solutions Clean Air Powertrain Total Reclass & Elims Total Three Months Ended September 30, 2022 Revenues from external customers $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 $ — $ 4,931 Intersegment revenues $ 10 $ 18 $ 4 $ 40 $ 72 $ (72) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 3 $ — $ (1) $ 1 $ 3 $ — $ 3 Three Months Ended September 30, 2021 Revenues from external customers $ 769 $ 686 $ 1,936 $ 941 $ 4,332 $ — $ 4,332 Intersegment revenues $ 8 $ 23 $ 4 $ 52 $ 87 $ (87) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 2 $ 1 $ — $ 7 $ 10 $ — $ 10 Nine Months Ended September 30, 2022 Revenues from external customers $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 $ — $ 14,245 Intersegment revenues $ 30 $ 60 $ 14 $ 131 $ 235 $ (235) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 11 $ (1) $ (1) $ 16 $ 25 $ — $ 25 Nine Months Ended September 30, 2021 Revenues from external customers $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 $ — $ 13,646 Intersegment revenues $ 27 $ 72 $ 14 $ 146 $ 259 $ (259) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 9 $ 2 $ — $ 36 $ 47 $ — $ 47 Segment EBITDA including noncontrolling interests and the reconciliation to earnings (loss) before interest expense, income taxes, and noncontrolling interests are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 EBITDA including noncontrolling interests by segment: Motorparts $ 73 $ 111 $ 229 $ 280 Performance Solutions 41 42 67 117 Clean Air 131 138 338 430 Powertrain 90 71 198 280 Total reportable segments 335 362 832 1,107 Corporate (66) (90) (182) (204) Depreciation and amortization (140) (147) (429) (447) Earnings (loss) before interest expense, income taxes, and noncontrolling interests 129 125 221 456 Interest expense (90) (66) (232) (205) Income tax (expense) benefit (67) (34) (140) (122) Net income (loss) $ (28) $ 25 $ (151) $ 129 Disaggregated Revenue Original Equipment Value-Added Sales OE revenue is generated from providing OE manufacturers and servicers with products for automotive, commercial truck, off-highway, 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 Motorparts Performance Solutions Clean Air Powertrain Total Three Months Ended September 30, 2022 OE - Substrate $ — $ — $ 1,295 $ — $ 1,295 OE - Value add — 830 1,040 1,024 2,894 Aftermarket 723 19 — — 742 Total $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 Three Months Ended September 30, 2021 OE - Substrate $ — $ — $ 1,039 $ — $ 1,039 OE - Value add — 668 897 941 2,506 Aftermarket 769 18 — — 787 Total $ 769 $ 686 $ 1,936 $ 941 $ 4,332 Nine Months Ended September 30, 2022 OE - Substrate $ — $ — $ 3,517 $ — $ 3,517 OE - Value add — 2,371 3,058 3,063 8,492 Aftermarket 2,174 62 — — 2,236 Total $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 Nine Months Ended September 30, 2021 OE - Substrate $ — $ — $ 3,208 $ — $ 3,208 OE - Value add — 2,133 2,876 3,092 8,101 Aftermarket 2,282 55 — — 2,337 Total $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 Reportable Segments By Geography Motorparts Performance Solutions Clean Air Powertrain Total Three Months Ended September 30, 2022 North America $ 451 $ 275 $ 1,105 $ 356 $ 2,187 Europe, Middle East, Africa and South America 218 325 583 489 1,615 Asia Pacific 54 249 647 179 1,129 Total $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 Three Months Ended September 30, 2021 North America $ 475 $ 218 $ 762 $ 300 $ 1,755 Europe, Middle East, Africa and South America 237 286 503 464 1,490 Asia Pacific 57 182 671 177 1,087 Total $ 769 $ 686 $ 1,936 $ 941 $ 4,332 Nine Months Ended September 30, 2022 North America $ 1,352 $ 784 $ 2,974 $ 1,034 $ 6,144 Europe, Middle East, Africa and South America 660 996 1,889 1,522 5,067 Asia Pacific 162 653 1,712 507 3,034 Total $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 Nine Months Ended September 30, 2021 North America $ 1,430 $ 681 $ 2,425 $ 944 $ 5,480 Europe, Middle East, Africa and South America 687 965 1,824 1,575 5,051 Asia Pacific 165 542 1,835 573 3,115 Total $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions IEP no longer owns 5% or more of the Company’s Class A Common Stock. During the second quarter of 2021, IEP and its subsidiaries, including Icahn Automotive Group LLC, were no longer considered related parties of the Company. The Company ’ s net sales with Icahn Automotive Group LLC, w hich represent net sales with IEH Auto Parts LLC and Pep Boys—Manny, Moe & Jack, were $71 million for the six months ended June 30, 2021. The Company also had royalty and other income (expense) with Icahn Automotive Group LLC and PSC Metals of $2 million for the six months ended June 30, 2021. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation — Interim Financial Statements | Basis of Presentation — Interim Financial Statements |
Redeemable noncontrolling interests | Redeemable noncontrolling interestsThe 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. |
Earnings (loss) per share | Earnings (loss) per shareBasic 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. |
Assets Held for Sale and Divestitures | Assets Held for Sale and Divestitures At September 30, 2022 and December 31, 2021, the Company had $13 million and $22 million of assets held for sale, which primarily consists of land and buildings, and non-core machinery and equipment across multiple segments that are expected to be sold in the next twelve months, as well as $8 million and $9 million in related environmental and asset retirement obligation liabilities. The Company recognized $2 million of impairment charges on assets held for sale during the nine months ended September 30, 2022. In the first quarter of 2022, the Company closed on the sale of a non-core business and recognized a loss on the sale of $2 million during the nine months ended September 30, 2022. The Company received $1 million and $2 million of cash proceeds during the three and nine months ended September 30, 2022. The remaining receivable is expected to be collected in the fourth quarter of 2022. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Redeemable Noncontrolling Interests | The following is a rollforward of activities in the Company’s redeemable noncontrolling interests: Nine Months Ended September 30, 2022 2021 Balance at beginning of period $ 91 $ 78 Net income (loss) attributable to redeemable noncontrolling interests 9 15 Other comprehensive (loss) income (12) (3) Redemption value measurement adjustments 16 21 Noncontrolling interest redemption (53) — Dividends declared to noncontrolling interests (14) — Balance at end of period $ 37 $ 111 |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | Actual weighted average shares outstanding used in calculating earnings (loss) per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average shares of common stock outstanding 83,697,158 82,310,645 83,484,392 82,171,755 Effect of dilutive securities: RSUs and PSUs — 1,792,961 — 1,303,981 Weighted average shares of common stock outstanding including dilutive securities 83,697,158 84,103,606 83,484,392 83,475,736 Weighted average number of antidilutive stock-based awards excluded from the calculation of diluted earnings per share 3,956,186 1,562,928 3,994,043 1,849,872 |
Restructuring Charges, Net an_2
Restructuring Charges, Net and Asset Impairments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring | Restructuring charges, net and asset impairments by segment are as follows: Three and Nine Months Ended September 30, 2022 Three Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 1 $ (1) $ 2 $ 2 $ (1) $ 3 Total restructuring charges, net and asset impairments $ 1 $ (1) $ 2 $ 2 $ (1) $ 3 Nine Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 5 $ 4 $ 10 $ 20 $ 2 $ 41 Other non-restructuring asset impairments 2 — — — — 2 Impairment of assets held for sale — — — 2 — 2 Total asset impairment charges 2 — — 2 — 4 Total restructuring charges, net and asset impairments $ 7 $ 4 $ 10 $ 22 $ 2 $ 45 Three and Nine Months Ended September 30, 2021 Three Months Ended September 30, 2021 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ (1) $ (5) $ (2) $ 2 $ 1 $ (5) Other non-restructuring asset impairments 1 — — — — 1 Total restructuring charges, net and asset impairments $ — $ (5) $ (2) $ 2 $ 1 $ (4) Nine Months Ended September 30, 2021 Motorparts Performance Solutions Clean Air Powertrain Corporate Total Severance and other charges, net $ 6 $ 7 $ 9 $ 20 $ 2 $ 44 Asset impairments related to restructuring actions 1 — — — — 1 Other non-restructuring asset impairments 1 — — — 2 3 Total asset impairment charges 2 — — — 2 4 Total restructuring charges, net and asset impairments $ 8 $ 7 $ 9 $ 20 $ 4 $ 48 The following table provides a summary of the Company’s restructuring liabilities and related activity for each type of exit costs: Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Employee Costs Facility Closure and Other Costs Total Employee Costs Facility Closure and Other Costs Total Balance at beginning of period $ 63 $ — $ 63 $ 99 $ 1 $ 100 Provisions 10 1 11 31 3 34 Revisions to estimates (2) — (2) (9) — (9) Payments (17) (1) (18) (21) (4) (25) Foreign currency — — — (1) — (1) Balance at March 31 54 — 54 99 — 99 Provisions 33 1 34 30 2 32 Revisions to estimates (5) — (5) (8) — (8) Payments (6) (1) (7) (22) (2) (24) Foreign currency (1) — (1) — — — Balance at June 30 75 — 75 99 — 99 Provisions 4 2 6 2 3 5 Revisions to estimates (3) — (3) (10) — (10) Payments (5) (2) (7) (13) (3) (16) Foreign currency (2) — (2) (1) — (1) Balance at end of period $ 69 $ — $ 69 $ 77 $ — $ 77 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory by major classification was as follows: September 30, December 31, Finished goods $ 756 $ 747 Work in process 615 508 Raw materials 502 510 Materials and supplies 75 81 Total inventories $ 1,948 $ 1,846 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The Company’s goodwill consists of the following: Nine Months Ended September 30, 2022 Motorparts Performance Solutions Clean Air Powertrain Total Gross carrying amount at beginning of period $ 623 $ 546 $ 22 $ 59 $ 1,250 Foreign exchange — (1) — — (1) Gross carrying amount at March 31, 2022 623 545 22 59 1,249 Foreign exchange (1) (5) (1) — (7) Gross carrying amount at June 30, 2022 622 540 21 59 1,242 Foreign exchange (1) (4) — — (5) Gross carrying amount at September 30, 2022 621 536 21 59 1,237 Accumulated impairment loss at beginning of period (310) (374) — (59) (743) Foreign exchange — 1 — — 1 Accumulated impairment loss at March 31, 2022 (310) (373) — (59) (742) Foreign exchange 1 5 — — 6 Accumulated impairment loss at June 30, 2022 (309) (368) — (59) (736) Foreign exchange 1 4 — — 5 Accumulated impairment loss at September 30, 2022 (308) (364) — (59) (731) Net carrying value at end of period $ 313 $ 172 $ 21 $ — $ 506 |
Schedule of Indefinite-Lived Intangible Assets | The Company’s intangible assets consist of the following: September 30, 2022 December 31, 2021 Useful Lives (in Years) 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 $ 982 $ (436) $ 546 $ 993 $ (374) $ 619 Customer contract 10 8 (7) 1 8 (7) 1 Patents 10 to 17 1 (1) — 1 (1) — Technology rights 10 to 30 127 (67) 60 135 (62) 73 Packaged kits know-how 10 54 (22) 32 54 (18) 36 Catalogs 10 47 (19) 28 47 (15) 32 Licensing agreements 3 to 5 58 (50) 8 64 (47) 17 Land use rights 28 to 46 46 (6) 40 51 (6) 45 $ 1,323 $ (608) 715 $ 1,353 $ (530) 823 Indefinite-lived intangible assets: Trade names and trademarks 225 233 Total $ 940 $ 1,056 |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets consist of the following: September 30, 2022 December 31, 2021 Useful Lives (in Years) 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 $ 982 $ (436) $ 546 $ 993 $ (374) $ 619 Customer contract 10 8 (7) 1 8 (7) 1 Patents 10 to 17 1 (1) — 1 (1) — Technology rights 10 to 30 127 (67) 60 135 (62) 73 Packaged kits know-how 10 54 (22) 32 54 (18) 36 Catalogs 10 47 (19) 28 47 (15) 32 Licensing agreements 3 to 5 58 (50) 8 64 (47) 17 Land use rights 28 to 46 46 (6) 40 51 (6) 45 $ 1,323 $ (608) 715 $ 1,353 $ (530) 823 Indefinite-lived intangible assets: Trade names and trademarks 225 233 Total $ 940 $ 1,056 |
Finite-lived Intangible Assets Amortization Expense | The amortization expense associated with definite-lived intangible assets is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amortization expense $ 30 $ 32 $ 92 $ 97 The expected future amortization expense for the Company’s definite-lived intangible assets is as follows: 2022 2023 2024 2025 2026 2027 and thereafter Total Expected amortization expense $ 30 $ 119 $ 113 $ 112 $ 112 $ 229 $ 715 |
Investment in Nonconsolidated_2
Investment in Nonconsolidated Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table is a summary of transactions with the Company ’ s nonconsolidated affiliates: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales $ 19 $ 18 $ 53 $ 58 Purchases $ 92 $ 87 $ 296 $ 310 Royalty and other income (expense) $ 2 $ 2 $ 7 $ 9 The following table is a summary of amounts due to and from the Company ’ s nonconsolidated affiliates: September 30, December 31, Receivables $ 13 $ 10 Payables and accruals $ 74 $ 69 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, all of which mature in the next twelve months: Notional Amount Long positions $ 323 Short positions $ (340) |
Cash-Settled Awards | The share equivalents outstanding related to cash-settled share-based awards are as follows: September 30, December 31, Restricted Stock Units (RSUs) 1,188,372 1,451,422 Performance Share Units (PSUs) 4,376,689 2,951,316 5,565,061 4,402,738 The following table reflects the number of cash-settled share-based units outstanding: September 30, December 31, RSUs 1,188,372 1,451,422 PSUs 4,376,689 2,951,316 5,565,061 4,402,738 The following table reflects the cash-settled share-based liabilities: September 30, December 31, Cash-settled share-based RSU liability $ 15 $ 6 Cash-settled share-based PSU liability 36 10 $ 51 $ 16 |
Carrying and Estimated Fair Value | The estimated fair value of these financial instruments is as follows: Balance sheet classification September 30, December 31, Other financial instruments in asset positions (a)(b) Prepayments and other current assets $ — $ 35 Other financial instruments in liability positions (b) Accrued expenses and other current liabilities $ 2 $ — (a) The financial instruments as of December 31, 2021 primarily used the Company’s stock price as an observable input (level 2) in determining fair value. |
Schedule of Derivative Instruments | 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commodity price hedge contracts designated as cash flow hedges $ (6) $ — $ (13) $ 1 Foreign currency borrowings designated as a net investment hedge $ — $ — $ — $ 11 |
Carrying and Estimated Fair Value of Debt Instruments | The estimated fair value of the Company’s outstanding debt is as follows: September 30, 2022 December 31, 2021 Fair value Carrying Fair Carrying Fair Long-term debt (including current maturities): Term loans and senior notes Level 2 $ 4,873 $ 4,888 $ 4,998 $ 5,060 |
Debt and Other Financing Arra_2
Debt and Other Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Obligations | A summary of the Company’s long-term debt obligations is set forth in the following table: September 30, 2022 December 31, 2021 Principal Carrying Amount (a) Principal Carrying Amount (a) Credit Facilities Revolver Borrowings Due 2023 $ 39 $ 39 $ — $ — Term Loans LIBOR plus 2.00% Term Loan A due 2019 through 2023 (b) 1,275 1,271 1,403 1,396 LIBOR plus 3.00% Term Loan B due 2019 through 2025 1,636 1,602 1,649 1,606 Senior Unsecured Notes $225 million of 5.375% Senior Notes due 2024 225 224 225 223 $500 million of 5.000% Senior Notes due 2026 500 496 500 496 Senior Secured Notes $500 million of 7.875% Senior Secured Notes due 2029 500 491 500 490 $800 million of 5.125% Senior Secured Notes due 2029 800 789 800 787 Other debt, primarily foreign instruments 25 25 26 26 4,937 5,024 Less - maturities classified as current 1,334 6 Total long-term debt $ 3,603 $ 5,018 (a) Carrying amount is net of unamortized debt issuance costs and debt discounts of $63 million and $79 million at September 30, 2022 and December 31, 2021. (b) The interest rate on Term Loan A at December 31, 2021 was LIBOR plus 1.75%. |
Schedule of Short-term Debt | The Company’s short-term debt consists of the following: September 30, December 31, Revolver borrowings $ 39 $ — LIBOR plus 2.00% Term Loan A 1,271 — LIBOR plus 3.00% Term Loan B 17 — Other debt 7 6 Maturities classified as current 1,334 6 Short-term borrowings (a) 93 51 Total short-term debt $ 1,427 $ 57 (a) Includes borrowings under both committed credit facilities and uncommitted lines of credit and similar arrangements. |
Pension Plans, Postretirement_2
Pension Plans, Postretirement and Other Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | Components of net periodic benefit costs (credits) are as follows: Three Months Ended September 30, Pension Benefits Other Postretirement Benefits 2022 2021 U.S. Non-U.S. U.S. Non-U.S. 2022 2021 Service cost $ — $ 6 $ — $ 8 $ — $ — Interest cost 9 5 9 4 1 1 Expected return on plan assets (14) (4) (17) (4) — — Net amortization: Actuarial loss 1 1 3 1 1 1 Prior service cost (credit) — — — — (3) (2) Net pension and postretirement costs (credits) $ (4) $ 8 $ (5) $ 9 $ (1) $ — Nine Months Ended September 30, Pension Benefits Other Postretirement Benefits 2022 2021 U.S. Non-U.S. U.S. Non-U.S. 2022 2021 Service cost $ 1 $ 19 $ 1 $ 21 $ — $ — Interest cost 26 15 24 13 4 4 Expected return on plan assets (43) (11) (49) (12) — — Net amortization: Actuarial loss 5 3 9 6 1 2 Prior service cost (credit) — — — — (9) (7) Net pension and postretirement costs (credits) $ (11) $ 26 $ (15) $ 28 $ (4) $ (1) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Environmental Loss Contingencies | The Company’s estimated share of environmental remediation costs for all these sites is recognized in the condensed consolidated balance sheets as follows: September 30, December 31, Accrued expenses and other current liabilities $ 9 $ 8 Deferred credits and other liabilities 19 23 $ 28 $ 31 |
Schedule of Asset Retirement Obligations | The Company’s ARO liabilities in the condensed consolidated balance sheets are as follows: September 30, December 31, Accrued expenses and other current liabilities (a) $ 11 $ 10 Deferred credits and other liabilities 3 4 $ 14 $ 14 (a) Includes liabilities held for sale for $8 million and $9 million at September 30, 2022 and December 31, 2021 . Refe r to Note 2, “Basis of Presentation”, for additional information on assets and liabilities held for sale. |
Warranty Accrual Table | The following represents the changes in the Company’s warranty accrual accounts: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 66 $ 72 $ 69 $ 62 Accruals and revisions to estimates 1 8 27 40 Settlements (12) (12) (39) (34) Foreign currency (2) (1) (4) (1) Balance at end of period $ 53 $ 67 $ 53 $ 67 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Total share-based compensation expense is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cash-settled share-based compensation expense $ 10 $ 2 $ 39 $ 18 Share-settled share-based compensation expense 5 9 17 18 $ 15 $ 11 $ 56 $ 36 |
Cash-Settled Awards | The share equivalents outstanding related to cash-settled share-based awards are as follows: September 30, December 31, Restricted Stock Units (RSUs) 1,188,372 1,451,422 Performance Share Units (PSUs) 4,376,689 2,951,316 5,565,061 4,402,738 The following table reflects the number of cash-settled share-based units outstanding: September 30, December 31, RSUs 1,188,372 1,451,422 PSUs 4,376,689 2,951,316 5,565,061 4,402,738 The following table reflects the cash-settled share-based liabilities: September 30, December 31, Cash-settled share-based RSU liability $ 15 $ 6 Cash-settled share-based PSU liability 36 10 $ 51 $ 16 |
Unvested Restricted Shares | The following table reflects the changes in share-settled RSUs and share-settled PSUs for the nine months ended September 30, 2022: Share-Settled RSUs Share-Settled PSUs Units Weighted Avg. Units Weighted Avg. Nonvested balance at beginning of period 3,117,058 $ 13.94 328,296 $ 24.72 Granted 2,520,753 10.52 — — Vested (1,372,513) 17.62 (276,316) 24.72 Forfeited (153,922) 12.02 (51,980) 24.72 Nonvested balance at end of period 4,111,376 $ 10.41 — $ — |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | Total common stock outstanding and changes in common stock issued are as follows: Class A Common Stock Class B Common Stock Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares issued at beginning of period 96,713,188 75,714,163 — 20,308,454 Issued pursuant to benefit plans 1,799,929 942,957 — — Withheld for taxes pursuant to benefit plans (427,901) (302,066) — — Class B common stock converted to Class A common stock — 20,308,454 — (20,308,454) Shares issued at end of period 98,085,216 96,663,508 — — Treasury stock 14,592,888 14,592,888 — — Total shares outstanding 83,492,328 82,070,620 — — |
Schedule of AOCI | The following represents the Company’s changes in accumulated other comprehensive income (loss) by component: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Foreign currency translation adjustments: Balance at beginning of period $ (656) $ (383) $ (471) $ (395) Other comprehensive income (loss) before reclassifications adjustments (213) (74) (398) (62) Balance at end of period (869) (457) (869) (457) Defined benefit plans: Balance at beginning of period (126) (347) (126) (353) Reclassification from other comprehensive income (loss) — 3 — 10 Income tax benefit (provision) — — — (1) Balance at end of period (126) (344) (126) (344) Cash flow hedges: Balance at beginning of period (8) 1 2 4 Other comprehensive income (loss) before reclassifications (6) — (13) 1 Reclassification from other comprehensive income (loss) 2 (1) (2) (5) Income tax benefit (provision) — — 1 — Balance at end of period (12) — (12) — Accumulated other comprehensive loss at end of period $ (1,007) $ (801) $ (1,007) $ (801) Other comprehensive income (loss) attributable to noncontrolling interests, net of tax $ (25) $ (5) $ (50) $ (7) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment results are as follows: Reportable Segments Motorparts Performance Solutions Clean Air Powertrain Total Reclass & Elims Total Three Months Ended September 30, 2022 Revenues from external customers $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 $ — $ 4,931 Intersegment revenues $ 10 $ 18 $ 4 $ 40 $ 72 $ (72) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 3 $ — $ (1) $ 1 $ 3 $ — $ 3 Three Months Ended September 30, 2021 Revenues from external customers $ 769 $ 686 $ 1,936 $ 941 $ 4,332 $ — $ 4,332 Intersegment revenues $ 8 $ 23 $ 4 $ 52 $ 87 $ (87) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 2 $ 1 $ — $ 7 $ 10 $ — $ 10 Nine Months Ended September 30, 2022 Revenues from external customers $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 $ — $ 14,245 Intersegment revenues $ 30 $ 60 $ 14 $ 131 $ 235 $ (235) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 11 $ (1) $ (1) $ 16 $ 25 $ — $ 25 Nine Months Ended September 30, 2021 Revenues from external customers $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 $ — $ 13,646 Intersegment revenues $ 27 $ 72 $ 14 $ 146 $ 259 $ (259) $ — Equity in earnings (losses) of nonconsolidated affiliates, net of tax $ 9 $ 2 $ — $ 36 $ 47 $ — $ 47 Segment EBITDA including noncontrolling interests and the reconciliation to earnings (loss) before interest expense, income taxes, and noncontrolling interests are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 EBITDA including noncontrolling interests by segment: Motorparts $ 73 $ 111 $ 229 $ 280 Performance Solutions 41 42 67 117 Clean Air 131 138 338 430 Powertrain 90 71 198 280 Total reportable segments 335 362 832 1,107 Corporate (66) (90) (182) (204) Depreciation and amortization (140) (147) (429) (447) Earnings (loss) before interest expense, income taxes, and noncontrolling interests 129 125 221 456 Interest expense (90) (66) (232) (205) Income tax (expense) benefit (67) (34) (140) (122) Net income (loss) $ (28) $ 25 $ (151) $ 129 |
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 Motorparts Performance Solutions Clean Air Powertrain Total Three Months Ended September 30, 2022 OE - Substrate $ — $ — $ 1,295 $ — $ 1,295 OE - Value add — 830 1,040 1,024 2,894 Aftermarket 723 19 — — 742 Total $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 Three Months Ended September 30, 2021 OE - Substrate $ — $ — $ 1,039 $ — $ 1,039 OE - Value add — 668 897 941 2,506 Aftermarket 769 18 — — 787 Total $ 769 $ 686 $ 1,936 $ 941 $ 4,332 Nine Months Ended September 30, 2022 OE - Substrate $ — $ — $ 3,517 $ — $ 3,517 OE - Value add — 2,371 3,058 3,063 8,492 Aftermarket 2,174 62 — — 2,236 Total $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 Nine Months Ended September 30, 2021 OE - Substrate $ — $ — $ 3,208 $ — $ 3,208 OE - Value add — 2,133 2,876 3,092 8,101 Aftermarket 2,282 55 — — 2,337 Total $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 Reportable Segments By Geography Motorparts Performance Solutions Clean Air Powertrain Total Three Months Ended September 30, 2022 North America $ 451 $ 275 $ 1,105 $ 356 $ 2,187 Europe, Middle East, Africa and South America 218 325 583 489 1,615 Asia Pacific 54 249 647 179 1,129 Total $ 723 $ 849 $ 2,335 $ 1,024 $ 4,931 Three Months Ended September 30, 2021 North America $ 475 $ 218 $ 762 $ 300 $ 1,755 Europe, Middle East, Africa and South America 237 286 503 464 1,490 Asia Pacific 57 182 671 177 1,087 Total $ 769 $ 686 $ 1,936 $ 941 $ 4,332 Nine Months Ended September 30, 2022 North America $ 1,352 $ 784 $ 2,974 $ 1,034 $ 6,144 Europe, Middle East, Africa and South America 660 996 1,889 1,522 5,067 Asia Pacific 162 653 1,712 507 3,034 Total $ 2,174 $ 2,433 $ 6,575 $ 3,063 $ 14,245 Nine Months Ended September 30, 2021 North America $ 1,430 $ 681 $ 2,425 $ 944 $ 5,480 Europe, Middle East, Africa and South America 687 965 1,824 1,575 5,051 Asia Pacific 165 542 1,835 573 3,115 Total $ 2,282 $ 2,188 $ 6,084 $ 3,092 $ 13,646 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended | |
Sep. 30, 2022 Segment | Feb. 22, 2022 $ / shares | |
Business Acquisition [Line Items] | ||
Number of operating segments | Segment | 4 | |
Merger Agreement | ||
Business Acquisition [Line Items] | ||
Right to receive cash (in dollars per share) | $ / shares | $ 20 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 22, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interest, not currently redeemable | $ 37,000,000 | $ 37,000,000 | $ 50,000,000 | |||
Redeemable noncontrolling interest, redemption value | 41,000,000 | |||||
Noncontrolling interest redemption | $ 53,000,000 | 53,000,000 | $ 0 | |||
Impairment of assets held for sale | 2,000,000 | |||||
Proceeds from sale of assets | 13,000,000 | $ 39,000,000 | ||||
Held-for-sale | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Liabilities held for sale | 8,000,000 | 8,000,000 | 9,000,000 | |||
Held-for-sale | Land, Buildings, And Non-Core Machinery And Equipment | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Assets held for sale | 13,000,000 | 13,000,000 | 22,000,000 | |||
Liabilities held for sale | 8,000,000 | 8,000,000 | $ 9,000,000 | |||
Held-for-sale | Non Core Business And Related Assets | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Recognized a loss on the sale | 2,000,000 | |||||
Proceeds from sale of assets | $ 1,000,000 | $ 2,000,000 | ||||
Ohlins Intressenter AB | K Ohlin Holding AB | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Ownership percentage | 9.50% | 9.50% | ||||
Debt Commitment Letter | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Principal | $ 6,000,000,000 |
Basis of Presentation - Redeema
Basis of Presentation - Redeemable Non Controlling Interest (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Redeemable Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | $ 91 | $ 78 | |
Net income (loss) attributable to redeemable noncontrolling interests | 9 | 15 | |
Other comprehensive (loss) income | (12) | (3) | |
Redemption value measurement adjustments | 16 | 21 | |
Noncontrolling interest redemption | $ (53) | (53) | 0 |
Dividends declared to noncontrolling interests | (14) | 0 | |
Balance at end of period | $ 37 | $ 111 |
Basis of Presentation - Earning
Basis of Presentation - Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average shares of common stock outstanding (in shares) | 83,697,158 | 82,310,645 | 83,484,392 | 82,171,755 |
Weighted average shares of common stock outstanding including dilutive securities (in shares) | 83,697,158 | 84,103,606 | 83,484,392 | 83,475,736 |
Weighted average number of antidilutive stock-based awards excluded from the calculation of diluted earnings per share (in shares) | 3,956,186 | 1,562,928 | 3,994,043 | 1,849,872 |
RSUs and PSUs | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 0 | 1,792,961 | 0 | 1,303,981 |
Restructuring Charges, Net an_3
Restructuring Charges, Net and Asset Impairments - Incurred Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | $ 3 | $ (5) | $ 41 | $ 44 |
Asset impairments related to restructuring actions | 1 | |||
Other non-restructuring asset impairments | 1 | 2 | 3 | |
Impairment of assets held for sale | 2 | |||
Total asset impairment charges | 4 | 4 | ||
Total restructuring charges, net and asset impairments | 3 | (4) | 45 | 48 |
Total reportable segments | Motorparts | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | 1 | (1) | 5 | 6 |
Asset impairments related to restructuring actions | 1 | |||
Other non-restructuring asset impairments | 1 | 2 | 1 | |
Impairment of assets held for sale | 0 | |||
Total asset impairment charges | 2 | 2 | ||
Total restructuring charges, net and asset impairments | 1 | 0 | 7 | 8 |
Total reportable segments | Performance Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | (1) | (5) | 4 | 7 |
Asset impairments related to restructuring actions | 0 | |||
Other non-restructuring asset impairments | 0 | 0 | 0 | |
Impairment of assets held for sale | 0 | |||
Total asset impairment charges | 0 | 0 | ||
Total restructuring charges, net and asset impairments | (1) | (5) | 4 | 7 |
Total reportable segments | Clean Air | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | 2 | (2) | 10 | 9 |
Asset impairments related to restructuring actions | 0 | |||
Other non-restructuring asset impairments | 0 | 0 | 0 | |
Impairment of assets held for sale | 0 | |||
Total asset impairment charges | 0 | 0 | ||
Total restructuring charges, net and asset impairments | 2 | (2) | 10 | 9 |
Total reportable segments | Powertrain | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | 2 | 2 | 20 | 20 |
Asset impairments related to restructuring actions | 0 | |||
Other non-restructuring asset impairments | 0 | 0 | 0 | |
Impairment of assets held for sale | 2 | |||
Total asset impairment charges | 2 | 0 | ||
Total restructuring charges, net and asset impairments | 2 | 2 | 22 | 20 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other charges, net | (1) | 1 | 2 | 2 |
Asset impairments related to restructuring actions | 0 | |||
Other non-restructuring asset impairments | 0 | 0 | 2 | |
Impairment of assets held for sale | 0 | |||
Total asset impairment charges | 0 | 2 | ||
Total restructuring charges, net and asset impairments | $ (1) | $ 1 | $ 2 | $ 4 |
Restructuring Charges, Net an_4
Restructuring Charges, Net and Asset Impairments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 6 | $ 34 | $ 11 | $ 5 | $ 32 | $ 34 | ||
Revisions to estimates | (3) | (5) | (2) | (10) | (8) | (9) | ||
Motorparts | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property, plant and equipment | 1 | $ 1 | ||||||
Motorparts | Operating Segments | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Operating lease impairment | 2 | |||||||
Employee Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 4 | 33 | 10 | 2 | 30 | 31 | ||
Revisions to estimates | (3) | $ (5) | $ (2) | (10) | $ (8) | $ (9) | ||
Employee Costs | Corporate | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 1 | 2 | ||||||
Employee Costs | Powertrain | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 26 | |||||||
Cost Reduction Programs | Motorparts | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | |||||||
Revisions to estimates | 1 | 5 | ||||||
Cost Reduction Programs | Other Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | (5) | 18 | 27 | |||||
Cost Reduction Programs | Employee Costs | Corporate | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 1 | ||||||
Restructuring costs | 3 | |||||||
Cost Reduction Programs | Employee Costs | Performance Solutions | Europe And North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 7 | ||||||
Revisions to estimates | 2 | 4 | ||||||
Cost Reduction Programs | Employee Costs | Performance Solutions | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 11 | |||||||
Revisions to estimates | 4 | 4 | ||||||
Cost Reduction Programs | Employee Costs | Clean Air | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 17 | |||||||
Cost Reduction Programs | Employee Costs | Clean Air | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 4 | |||||||
Revisions to estimates | 3 | 9 | ||||||
Cost Reduction Programs | Employee Costs | Powertrain | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 2 | 5 | 2 | |||||
Revisions to estimates | 1 | 5 | ||||||
Cost Reduction Programs | Employee Costs | Powertrain | Asia Pacific and Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 3 | |||||||
Cost Reduction Programs | Employee Costs | Powertrain | Asia Pacific | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 9 | |||||||
Cost Reduction Programs | Employee Costs | Motorparts | Europe And North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 7 | ||||||
Revisions to estimates | 1 | |||||||
Plant Consolidations, Relocations And Closures | Powertrain | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 17 | ||||||
Plant Consolidations, Relocations And Closures | Motorparts | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 7 | |||||||
Plant Consolidations, Relocations And Closures | Motorparts | Operating Segments | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property, plant and equipment | 2 | |||||||
Plant Consolidations, Relocations And Closures | Other Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 3 | 1 | 23 | 21 | ||||
Plant Consolidations, Relocations And Closures | Employee Costs | Performance Solutions | North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 1 | ||||||
Plant Consolidations, Relocations And Closures | Employee Costs | Clean Air | North America And Asia Pacific | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 2 | 1 | 6 | 4 | ||||
Plant Consolidations, Relocations And Closures | Employee Costs | Powertrain | Europe And North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 9 | |||||||
Plant Consolidations, Relocations And Closures | Employee Costs | Motorparts | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | |||||||
Project Accelerate | Performance Solutions | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 1 | ||||||
Project Accelerate | Employee Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 1 | 4 | ||||||
Project Accelerate | Employee Costs | Clean Air | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 3 | |||||||
Supply Chain Rationalization | Other Restructuring | Motorparts | North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 3 | |||||||
Voluntary Termination Program | Powertrain | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 1 | 6 | ||||||
Voluntary Termination Program | Employee Costs | Powertrain | Europe | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | 21 | |||||||
Restructuring costs | $ 1 | $ 36 | $ 5 |
Restructuring Charges, Net an_5
Restructuring Charges, Net and Asset Impairments - Roll Forward of Restructuring Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||||||
Balance at beginning of period | $ 75 | $ 54 | $ 63 | $ 99 | $ 99 | $ 100 | $ 63 | $ 100 |
Provisions | 6 | 34 | 11 | 5 | 32 | 34 | ||
Revisions to estimates | (3) | (5) | (2) | (10) | (8) | (9) | ||
Payments | (7) | (7) | (18) | (16) | (24) | (25) | ||
Foreign currency | (2) | (1) | 0 | (1) | 0 | (1) | ||
Balance at end of period | 69 | 75 | 54 | 77 | 99 | 99 | 69 | 77 |
Employee Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Balance at beginning of period | 75 | 54 | 63 | 99 | 99 | 99 | 63 | 99 |
Provisions | 4 | 33 | 10 | 2 | 30 | 31 | ||
Revisions to estimates | (3) | (5) | (2) | (10) | (8) | (9) | ||
Payments | (5) | (6) | (17) | (13) | (22) | (21) | ||
Foreign currency | (2) | (1) | 0 | (1) | 0 | (1) | ||
Balance at end of period | 69 | 75 | 54 | 77 | 99 | 99 | 69 | 77 |
Facility Closure and Other Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Balance at beginning of period | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 1 |
Provisions | 2 | 1 | 1 | 3 | 2 | 3 | ||
Revisions to estimates | 0 | 0 | 0 | 0 | 0 | 0 | ||
Payments | (2) | (1) | (1) | (3) | (2) | (4) | ||
Foreign currency | 0 | 0 | 0 | 0 | 0 | 0 | ||
Balance at end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 756 | $ 747 |
Work in process | 615 | 508 |
Raw materials | 502 | 510 |
Materials and supplies | 75 | 81 |
Total inventories | $ 1,948 | $ 1,846 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Inventory [Line Items] | |||||||
Restructuring charges | $ 6 | $ 34 | $ 11 | $ 5 | $ 32 | $ 34 | |
Motorparts | |||||||
Inventory [Line Items] | |||||||
Inventory write-down | $ 44 | ||||||
Impairment of property, plant and equipment | $ 1 | 1 | |||||
Motorparts | North America | Other Restructuring | Supply Chain Rationalization | |||||||
Inventory [Line Items] | |||||||
Restructuring charges | $ 3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Gross carrying amount at beginning of period | $ 1,242 | $ 1,249 | $ 1,250 | |
Foreign exchange | (5) | (7) | (1) | |
Gross carrying amount at end of period | 1,237 | 1,242 | 1,249 | |
Accumulated impairment loss, beginning balance | (736) | (742) | (743) | |
Foreign exchange | 5 | 6 | 1 | |
Accumulated impairment loss, ending balance | (731) | (736) | (742) | |
Net carrying value at end of period | 506 | $ 507 | ||
Motorparts | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount at beginning of period | 622 | 623 | 623 | |
Foreign exchange | (1) | (1) | 0 | |
Gross carrying amount at end of period | 621 | 622 | 623 | |
Accumulated impairment loss, beginning balance | (309) | (310) | (310) | |
Foreign exchange | 1 | 1 | 0 | |
Accumulated impairment loss, ending balance | (308) | (309) | (310) | |
Net carrying value at end of period | 313 | |||
Performance Solutions | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount at beginning of period | 540 | 545 | 546 | |
Foreign exchange | (4) | (5) | (1) | |
Gross carrying amount at end of period | 536 | 540 | 545 | |
Accumulated impairment loss, beginning balance | (368) | (373) | (374) | |
Foreign exchange | 4 | 5 | 1 | |
Accumulated impairment loss, ending balance | (364) | (368) | (373) | |
Net carrying value at end of period | 172 | |||
Clean Air | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount at beginning of period | 21 | 22 | 22 | |
Foreign exchange | 0 | (1) | 0 | |
Gross carrying amount at end of period | 21 | 21 | 22 | |
Accumulated impairment loss, beginning balance | 0 | 0 | 0 | |
Foreign exchange | 0 | 0 | 0 | |
Accumulated impairment loss, ending balance | 0 | 0 | 0 | |
Net carrying value at end of period | 21 | |||
Powertrain | ||||
Goodwill [Roll Forward] | ||||
Gross carrying amount at beginning of period | 59 | 59 | 59 | |
Foreign exchange | 0 | 0 | 0 | |
Gross carrying amount at end of period | 59 | 59 | 59 | |
Accumulated impairment loss, beginning balance | (59) | (59) | (59) | |
Foreign exchange | 0 | 0 | 0 | |
Accumulated impairment loss, ending balance | (59) | $ (59) | $ (59) | |
Net carrying value at end of period | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,323 | $ 1,353 |
Accumulated Amortization | (608) | (530) |
Net Carrying Value | 715 | 823 |
Trade names and trademarks | 225 | 233 |
Total | $ 940 | 1,056 |
Customer relationships and platforms | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 10 years | |
Gross Carrying Value | $ 982 | 993 |
Accumulated Amortization | (436) | (374) |
Net Carrying Value | $ 546 | 619 |
Customer contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 10 years | |
Gross Carrying Value | $ 8 | 8 |
Accumulated Amortization | (7) | (7) |
Net Carrying Value | 1 | 1 |
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] | ||
Useful Lives (in Years) | 10 years | |
Patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 17 years | |
Technology rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 127 | 135 |
Accumulated Amortization | (67) | (62) |
Net Carrying Value | $ 60 | 73 |
Technology rights | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 10 years | |
Technology rights | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 30 years | |
Packaged kits know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 10 years | |
Gross Carrying Value | $ 54 | 54 |
Accumulated Amortization | (22) | (18) |
Net Carrying Value | $ 32 | 36 |
Catalogs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 10 years | |
Gross Carrying Value | $ 47 | 47 |
Accumulated Amortization | (19) | (15) |
Net Carrying Value | 28 | 32 |
Licensing agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 58 | 64 |
Accumulated Amortization | (50) | (47) |
Net Carrying Value | $ 8 | 17 |
Licensing agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 3 years | |
Licensing agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 5 years | |
Land use rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 46 | 51 |
Accumulated Amortization | (6) | (6) |
Net Carrying Value | $ 40 | $ 45 |
Land use rights | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 28 years | |
Land use rights | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (in Years) | 46 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense | $ 30 | $ 32 | $ 92 | $ 97 | |
2022 | 30 | 30 | |||
2023 | 119 | 119 | |||
2024 | 113 | 113 | |||
2025 | 112 | 112 | |||
2026 | 112 | 112 | |||
2027 and thereafter | 229 | 229 | |||
Net Carrying Value | $ 715 | $ 715 | $ 823 |
Investment in Nonconsolidated_3
Investment in Nonconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Non-cash loss | $ (3) | $ (10) | $ (25) | $ (47) | |
Difference between carrying amount and underlying net assets | 182 | 182 | $ 258 | ||
K B Autosys Co. Ltd. Korea | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cash proceed | 4 | 5 | |||
Loss on sale of investment | 2 | 3 | |||
Non-cash loss | $ 1 | $ 6 |
Investment in Nonconsolidated_4
Investment in Nonconsolidated Affiliates - Summarized Financial Data (Details) - Equity Method Investment, Nonconsolidated - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Net sales | $ 19 | $ 18 | $ 53 | $ 58 | |
Purchases | 92 | 87 | 296 | 310 | |
Royalty and other income (expense) | 2 | $ 2 | 7 | $ 9 | |
Receivables | 13 | 13 | $ 10 | ||
Payables and accruals | $ 74 | $ 74 | $ 69 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value - Summarization for Foreign Currency Forward Purchase and Sale Contracts (Details) - Foreign exchange forward $ in Millions | Sep. 30, 2022 USD ($) |
Long positions | |
Derivative [Line Items] | |
Notional Amount | $ 323 |
Short positions | |
Derivative [Line Items] | |
Notional Amount | $ 340 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value - Cash-Settled Award (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 5,565,061 | 4,402,738 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 1,188,372 | 1,451,422 |
Performance Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 4,376,689 | 2,951,316 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Financial Instruments [Line Items] | |||||||
Long-term debt | $ 3,603,000,000 | $ 3,603,000,000 | $ 5,018,000,000 | ||||
Stockholders' equity, including portion attributable to noncontrolling interest | (245,000,000) | (245,000,000) | 396,000,000 | ||||
Other debt, primarily foreign instruments | |||||||
Financial Instruments [Line Items] | |||||||
Fair value of long term debt | 118,000,000 | $ 118,000,000 | 77,000,000 | ||||
Debt term | 1 year | ||||||
Cash flow hedges: | |||||||
Financial Instruments [Line Items] | |||||||
Stockholders' equity, including portion attributable to noncontrolling interest | (12,000,000) | $ (12,000,000) | $ (8,000,000) | 2,000,000 | $ 0 | $ 1,000,000 | $ 4,000,000 |
Net investment hedging | |||||||
Financial Instruments [Line Items] | |||||||
Long-term debt | $ 0 | $ 0 | $ 0 | ||||
Swap agreements | |||||||
Financial Instruments [Line Items] | |||||||
Notional amount settled (in shares) | 1,600,000 | 3,100,000 | |||||
Notional amount (in shares) | 0 | 0 | 3,100,000 | ||||
Commodity contract | |||||||
Financial Instruments [Line Items] | |||||||
Equivalent notional amount | $ 58,000,000 | $ 58,000,000 | $ 34,000,000 | ||||
Term of derivative | 1 year |
Financial Instruments and Fai_6
Financial Instruments and Fair Value - Estimated Fair Value of Financial Instruments (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepayments and other current assets | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Collateral amount | $ 4,000,000 | $ 0 |
Prepayments and other current assets | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other financial instruments in asset positions | 0 | 35,000,000 |
Accrued expenses and other current liabilities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other financial instruments in liability positions | $ 2,000,000 | $ 0 |
Financial Instruments and Fai_7
Financial Instruments and Fair Value - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commodity contract | Commodity price hedge contracts designated as cash flow hedges | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Amount of gain (loss) recognized in accumulated OCI or OCL (effective portion) | $ (6) | $ 0 | $ (13) | $ 1 |
Foreign currency | Foreign currency borrowings designated as a net investment hedge | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Amount of gain (loss) recognized in accumulated OCI or OCL (effective portion) | $ 0 | $ 0 | $ 0 | $ 11 |
Financial Instruments and Fai_8
Financial Instruments and Fair Value - Fair Value of Long Term Debt (Details) - Level 2 - Term loans and senior notes - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long term debt | $ 4,873 | $ 4,998 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long term debt | $ 4,888 | $ 5,060 |
Debt and Other Financing Arra_3
Debt and Other Financing Arrangements - Summary of Long-Term Debt Obligations (Details) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Jul. 13, 2022 | Jun. 27, 2022 | Dec. 31, 2021 USD ($) | Mar. 17, 2021 |
Debt Instrument [Line Items] | ||||||
Carrying amount | $ 4,937,000,000 | $ 5,024,000,000 | ||||
Less - maturities classified as current | 1,334,000,000 | 6,000,000 | ||||
Total long-term debt | 3,603,000,000 | 5,018,000,000 | ||||
Unamortized debt issuance costs | 63,000,000 | 79,000,000 | ||||
Revolver Borrowings | Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 39,000,000 | 0 | ||||
Carrying amount | 39,000,000 | 0 | ||||
Less - maturities classified as current | 39,000,000 | 0 | ||||
Term Loans | 2.00% Term Loan A Due 2019 Through 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 1,275,000,000 | 1,403,000,000 | ||||
Carrying amount | 1,271,000,000 | 1,396,000,000 | ||||
Less - maturities classified as current | $ 1,271,000,000 | 0 | ||||
Stated rate | 2% | 2% | ||||
Term Loans | 3.00% Term Loan B Due 2019 Through 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 1,636,000,000 | 1,649,000,000 | ||||
Carrying amount | 1,602,000,000 | 1,606,000,000 | ||||
Less - maturities classified as current | $ 17,000,000 | $ 0 | ||||
Stated rate | 3% | 3% | ||||
Term Loans | 1.75% Term Loan A Due 2019 Through 2023 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Stated rate | 1.75% | |||||
Senior Notes | 5.375% Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 225,000,000 | € 225,000,000 | $ 225,000,000 | |||
Carrying amount | $ 224,000,000 | 223,000,000 | ||||
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 | $ 496,000,000 | 496,000,000 | ||||
Stated rate | 5% | 5% | ||||
Senior Notes | 7.875% Senior Secured Notes Due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 500,000,000 | 500,000,000 | ||||
Carrying amount | $ 491,000,000 | 490,000,000 | ||||
Stated rate | 7.875% | 7.875% | 7.875% | 7.875% | ||
Senior Notes | 5.125% Senior Secured Notes Due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 800,000,000 | 800,000,000 | ||||
Carrying amount | $ 789,000,000 | 787,000,000 | ||||
Stated rate | 5.125% | 5.125% | 5.125% | 5.125% | 5.125% | |
Other debt, primarily foreign instruments | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 25,000,000 | 26,000,000 | ||||
Carrying amount | 25,000,000 | 26,000,000 | ||||
Less - maturities classified as current | $ 7,000,000 | $ 6,000,000 |
Debt and Other Financing Arra_4
Debt and Other Financing Arrangements - Short Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less - maturities classified as current | $ 1,334 | $ 6 |
Short-term borrowings | 93 | 51 |
Short-term debt, including current maturities of long-term debt | $ 1,427 | 57 |
Term Loans | 2.00% Term Loan A Due 2019 Through 2023 | ||
Debt Instrument [Line Items] | ||
Stated rate | 2% | |
Less - maturities classified as current | $ 1,271 | 0 |
Term Loans | 3.00% Term Loan B Due 2019 Through 2025 | ||
Debt Instrument [Line Items] | ||
Stated rate | 3% | |
Less - maturities classified as current | $ 17 | 0 |
Other debt, primarily foreign instruments | ||
Debt Instrument [Line Items] | ||
Less - maturities classified as current | 7 | 6 |
Due 2023 | Revolver Borrowings | ||
Debt Instrument [Line Items] | ||
Less - maturities classified as current | $ 39 | $ 0 |
Debt and Other Financing Arra_5
Debt and Other Financing Arrangements - Financing Arrangements (Details) | Oct. 01, 2018 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 MXN ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 MXN ($) |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 3,603,000,000 | $ 5,018,000,000 | |||
Unamortized debt issuance costs | 63,000,000 | 79,000,000 | |||
Revolver Borrowings | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 4,900,000,000 | ||||
Other assets | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | 6,000,000 | 11,000,000 | |||
Surety Bond | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | 29,000,000 | $ 600,000,000 | |||
Letters of credit | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 42,000,000 | ||||
Letters of credit outstanding, amount | 69,000,000 | ||||
Letters of credit | Surety Bond | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | 84,000,000 | $ 1,700,000,000 | |||
Revolving Credit Facility | Revolver Borrowings | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 1,500,000,000 | ||||
Debt term | 5 years | ||||
Term Loan A Facility | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 1,700,000,000 | ||||
Debt term | 5 years | ||||
Term Loan B Facility | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 1,700,000,000 | ||||
Debt term | 7 years | ||||
Tenneco Inc. revolving credit agreement | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 39,000,000 |
Debt and Other Financing Arra_6
Debt and Other Financing Arrangements - New Credit Facility (Details) | 9 Months Ended |
Sep. 30, 2022 | |
2.00% Term Loan A Due 2019 Through 2023 | Term Loans | |
Line of Credit Facility [Line Items] | |
Stated rate | 2% |
Maximum | LIBOR | Term Loan A, New Credit Facility, Third Amendment, Scenario 2 | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Consolidated net leverage ratio | 4.50 |
Minimum | LIBOR | Term Loan A, New Credit Facility, Third Amendment, Scenario 2 | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Consolidated net leverage ratio | 3 |
Debt and Other Financing Arra_7
Debt and Other Financing Arrangements - Senior Notes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 13, 2022 | Jun. 27, 2022 | Mar. 17, 2021 | Mar. 03, 2021 | |
Debt Instrument [Line Items] | |||||||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 8 | |||||
Senior Notes | 5.125% Senior Secured Notes Due 2029 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate | 5.125% | 5.125% | 5.125% | 5.125% | 5.125% | ||||
Senior Notes | 7.875% Senior Secured Notes Due 2029 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate | 7.875% | 7.875% | 7.875% | 7.875% | |||||
Senior Notes | 5.000% Euro Fixed Rate Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate | 5% | ||||||||
Senior Notes | 5.375% Senior Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate | 5.375% | ||||||||
Debt instrument, redemption price percentage | 100.896% | ||||||||
Senior Notes | 5.000% Senior Notes due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate | 5% | ||||||||
Debt instrument, redemption price percentage | 101.667% |
Debt and Other Financing Arra_8
Debt and Other Financing Arrangements - Accounts Receivable Securitization (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Accounts receivable outstanding and derecognized | $ 1,100 | $ 1,100 | $ 1,000 | ||
Cash proceeds received for assets derecognized, amount | 500 | 500 | 500 | ||
Deferred purchase price receivable | 53 | 53 | $ 51 | ||
Proceeds from factoring qualifying as sales | 1,400 | $ 1,200 | 4,500 | $ 3,800 | |
Proceeds from factoring qualifying as draft amount | 900 | 800 | 3,300 | 2,900 | |
Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Income (loss) on sale of receivables | $ 10 | $ 5 | $ 24 | $ 14 |
Pension Plans, Postretirement_3
Pension Plans, Postretirement and Other Employee Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1 | 1 | 4 | 4 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Net amortization: | ||||
Actuarial loss | 1 | 1 | 1 | 2 |
Prior service cost (credit) | (3) | (2) | (9) | (7) |
Net pension and postretirement costs (credits) | (1) | 0 | (4) | (1) |
U.S. | Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 1 | 1 |
Interest cost | 9 | 9 | 26 | 24 |
Expected return on plan assets | (14) | (17) | (43) | (49) |
Net amortization: | ||||
Actuarial loss | 1 | 3 | 5 | 9 |
Prior service cost (credit) | 0 | 0 | 0 | 0 |
Net pension and postretirement costs (credits) | (4) | (5) | (11) | (15) |
Non-U.S. | Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 6 | 8 | 19 | 21 |
Interest cost | 5 | 4 | 15 | 13 |
Expected return on plan assets | (4) | (4) | (11) | (12) |
Net amortization: | ||||
Actuarial loss | 1 | 1 | 3 | 6 |
Prior service cost (credit) | 0 | 0 | 0 | 0 |
Net pension and postretirement costs (credits) | $ 8 | $ 9 | $ 26 | $ 28 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 67 | $ 34 | $ 140 | $ 122 |
Earnings (loss) before income taxes and noncontrolling interests | 39 | $ 59 | (11) | $ 251 |
Non-cash charge to adjust the estimated annual tax rate | 7 | |||
Decrease in UTB that is reasonably possible | 38 | 38 | ||
Domestic tax authority | ||||
Income Tax Contingency [Line Items] | ||||
Tax benefit relating to valuation allowance | $ 12 | $ 12 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued expenses and other current liabilities | $ 9 | $ 8 |
Deferred credits and other liabilities | 19 | 23 |
Environmental remediation accrual, discounted basis | $ 28 | $ 31 |
Commitments and Contingencies_2
Commitments and Contingencies - Other Legal Proceedings, Claims and Investigations (Details) | 9 Months Ended |
Sep. 30, 2022 case | |
Minimum | |
Loss Contingencies [Line Items] | |
Warranty term | 1 year |
United states | |
Loss Contingencies [Line Items] | |
Current docket of active and inactive cases nationwide relating to alleged exposure to asbestos from our product categories | 500 |
Europe | |
Loss Contingencies [Line Items] | |
Current docket of active and inactive cases nationwide relating to alleged exposure to asbestos from our product categories | 50 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Asset retirement obligation | $ 14 | $ 14 |
Held-for-sale | ||
Loss Contingencies [Line Items] | ||
Liabilities held for sale | 8 | 9 |
Accrued expenses and other current liabilities | ||
Loss Contingencies [Line Items] | ||
Asset retirement obligation | 11 | 10 |
Deferred credits and other liabilities | ||
Loss Contingencies [Line Items] | ||
Asset retirement obligation | $ 3 | $ 4 |
Commitments and Contingencies_4
Commitments and Contingencies - Warranty Accrual (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Balance at beginning of period | $ 66 | $ 72 | $ 69 | $ 62 |
Accruals and revisions to estimates | 1 | 8 | 27 | 40 |
Settlements | (12) | (12) | (39) | (34) |
Foreign currency | (2) | (1) | (4) | (1) |
Balance at end of period | $ 53 | $ 67 | $ 53 | $ 67 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 15 | $ 11 | $ 56 | $ 36 |
Cash-settled share-based compensation expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | 10 | 2 | 39 | 18 |
Share-settled share-based compensation expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Compensation expense | $ 5 | $ 9 | $ 17 | $ 18 |
Share-Based Compensation - Cash
Share-Based Compensation - Cash-Settled Awards (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 5,565,061 | 4,402,738 |
Share-based compensation liability | $ 51 | $ 16 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 1,188,372 | 1,451,422 |
Share-based compensation liability | $ 15 | $ 6 |
Performance Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash-settled share based units (in shares) | 4,376,689 | 2,951,316 |
Share-based compensation liability | $ 36 | $ 10 |
Performance Share Units (PSUs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of potential pay out, cash-settled award base on performance | 0% | |
Performance Share Units (PSUs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of potential pay out, cash-settled award base on performance | 200% | |
Cash-settled share-based compensation expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 36 | |
Unrecognized compensation costs, not yet recognized | 2 years |
Share-Based Compensation - Shar
Share-Based Compensation - Share Settled Awards (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Settled RSUs | |
Nonvested Restricted Shares | |
Unvested, beginning balance (in shares) | shares | 3,117,058 |
Granted (in shares) | shares | 2,520,753 |
Vested (in shares) | shares | (1,372,513) |
Forfeited (in shares) | shares | (153,922) |
Unvested, ending balance (in shares) | shares | 4,111,376 |
Weighted Avg. Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 13.94 |
Granted (in dollars per share) | $ / shares | 10.52 |
Vested (in dollars per share) | $ / shares | 17.62 |
Forfeited (in dollars per share) | $ / shares | 12.02 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 10.41 |
Unrecognized compensation costs | $ | $ 28 |
Unrecognized compensation costs, not yet recognized | 2 years |
Share-Settled PSUs | |
Nonvested Restricted Shares | |
Unvested, beginning balance (in shares) | shares | 328,296 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (276,316) |
Forfeited (in shares) | shares | (51,980) |
Unvested, ending balance (in shares) | shares | 0 |
Weighted Avg. Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 24.72 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 24.72 |
Forfeited (in dollars per share) | $ / shares | 24.72 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 0 |
Shareholders' Equity - Shares O
Shareholders' Equity - Shares Outstanding (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
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 | |
Preferred stock, shares issued (in shares) | 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) | 96,713,188 | 75,714,163 | |
Issued pursuant to benefit plans (in shares) | 1,799,929 | 942,957 | |
Withheld for taxes pursuant to benefit plans (in shares) | (427,901) | (302,066) | |
Class B common stock converted to Class A common stock (in shares) | 0 | 20,308,454 | |
Shares issued at end of period (in shares) | 98,085,216 | 96,663,508 | |
Treasury stock (in shares) | 14,592,888 | 14,592,888 | |
Total shares outstanding (in shares) | 83,492,328 | 82,070,620 | |
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) | 0 | 20,308,454 | |
Issued pursuant to benefit plans (in shares) | 0 | 0 | |
Withheld for taxes pursuant to benefit plans (in shares) | 0 | 0 | |
Class B common stock converted to Class A common stock (in shares) | 0 | (20,308,454) | |
Shares issued at end of period (in shares) | 0 | 0 | |
Treasury stock (in shares) | 0 | 0 | |
Total shares outstanding (in shares) | 0 | 0 |
Shareholders' Equity - Share Co
Shareholders' Equity - Share Conversion (Details) | 9 Months Ended |
Sep. 30, 2021 shares | |
Class B | |
Conversion of Stock [Line Items] | |
Shares converted (in shares) | 20,308,454 |
Class A | |
Conversion of Stock [Line Items] | |
Shares converted (in shares) | 20,308,454 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 396 | |||
Balance at end of period | $ (245) | (245) | ||
Other comprehensive income (loss) attributable to noncontrolling interests, net of tax | (25) | $ (5) | (50) | $ (7) |
Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (790) | (729) | (595) | (744) |
Balance at end of period | (1,007) | (801) | (1,007) | (801) |
Foreign currency translation adjustments: | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (656) | (383) | (471) | (395) |
Other comprehensive income (loss) before reclassifications adjustments | (213) | (74) | (398) | (62) |
Balance at end of period | (869) | (457) | (869) | (457) |
Defined benefit plans: | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (126) | (347) | (126) | (353) |
Reclassification from other comprehensive income (loss) | 0 | 3 | 0 | 10 |
Income tax benefit (provision) | 0 | 0 | 0 | (1) |
Balance at end of period | (126) | (344) | (126) | (344) |
Cash flow hedges: | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (8) | 1 | 2 | 4 |
Other comprehensive income (loss) before reclassifications adjustments | (6) | 0 | (13) | 1 |
Reclassification from other comprehensive income (loss) | 2 | (1) | (2) | (5) |
Income tax benefit (provision) | 0 | 0 | 1 | 0 |
Balance at end of period | $ (12) | $ 0 | $ (12) | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segment Information - Segment R
Segment Information - Segment Results (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | $ 4,931 | $ 4,332 | $ 14,245 | $ 13,646 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 3 | 10 | 25 | 47 |
Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 4,931 | 4,332 | 14,245 | 13,646 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 3 | 10 | 25 | 47 |
Motorparts | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 723 | 769 | 2,174 | 2,282 |
Motorparts | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 723 | 769 | 2,174 | 2,282 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 3 | 2 | 11 | 9 |
Performance Solutions | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 849 | 686 | 2,433 | 2,188 |
Performance Solutions | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 849 | 686 | 2,433 | 2,188 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 0 | 1 | (1) | 2 |
Clean Air | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 2,335 | 1,936 | 6,575 | 6,084 |
Clean Air | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 2,335 | 1,936 | 6,575 | 6,084 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | (1) | 0 | (1) | 0 |
Powertrain | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 1,024 | 941 | 3,063 | 3,092 |
Powertrain | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 1,024 | 941 | 3,063 | 3,092 |
Equity in earnings (losses) of nonconsolidated affiliates, net of tax | 1 | 7 | 16 | 36 |
Intersegment revenues | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
Intersegment revenues | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | (72) | (87) | (235) | (259) |
Intersegment revenues | Reclass & Elims | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | 72 | 87 | 235 | 259 |
Intersegment revenues | Motorparts | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | (10) | (8) | (30) | (27) |
Intersegment revenues | Performance Solutions | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | (18) | (23) | (60) | (72) |
Intersegment revenues | Clean Air | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | (4) | (4) | (14) | (14) |
Intersegment revenues | Powertrain | Operating Segments | ||||
Segment Reporting [Line Items] | ||||
Net sales and operating revenues | $ (40) | $ (52) | $ (131) | $ (146) |
Segment Information - Segment A
Segment Information - Segment Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ (140) | $ (147) | $ (429) | $ (447) |
Earnings (loss) before interest expense, income taxes, and noncontrolling interests | 129 | 125 | 221 | 456 |
Interest expense | (90) | (66) | (232) | (205) |
Income tax (expense) benefit | (67) | (34) | (140) | (122) |
Net income (loss) | (28) | 25 | (151) | 129 |
Total reportable segments | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | 335 | 362 | 832 | 1,107 |
Total reportable segments | Motorparts | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | 73 | 111 | 229 | 280 |
Total reportable segments | Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | 41 | 42 | 67 | 117 |
Total reportable segments | Clean Air | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | 131 | 138 | 338 | 430 |
Total reportable segments | Powertrain | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | 90 | 71 | 198 | 280 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
EBITDA including noncontrolling interests | $ (66) | $ (90) | $ (182) | $ (204) |
Segment Information - Segment_2
Segment Information - Segment Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | $ 4,931 | $ 4,332 | $ 14,245 | $ 13,646 |
Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 723 | 769 | 2,174 | 2,282 |
Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 849 | 686 | 2,433 | 2,188 |
Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 2,335 | 1,936 | 6,575 | 6,084 |
Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,024 | 941 | 3,063 | 3,092 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 2,187 | 1,755 | 6,144 | 5,480 |
North America | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 451 | 475 | 1,352 | 1,430 |
North America | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 275 | 218 | 784 | 681 |
North America | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,105 | 762 | 2,974 | 2,425 |
North America | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 356 | 300 | 1,034 | 944 |
Europe, Middle East, Africa and South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,615 | 1,490 | 5,067 | 5,051 |
Europe, Middle East, Africa and South America | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 218 | 237 | 660 | 687 |
Europe, Middle East, Africa and South America | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 325 | 286 | 996 | 965 |
Europe, Middle East, Africa and South America | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 583 | 503 | 1,889 | 1,824 |
Europe, Middle East, Africa and South America | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 489 | 464 | 1,522 | 1,575 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,129 | 1,087 | 3,034 | 3,115 |
Asia Pacific | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 54 | 57 | 162 | 165 |
Asia Pacific | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 249 | 182 | 653 | 542 |
Asia Pacific | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 647 | 671 | 1,712 | 1,835 |
Asia Pacific | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 179 | 177 | 507 | 573 |
OE - Substrate | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,295 | 1,039 | 3,517 | 3,208 |
OE - Substrate | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
OE - Substrate | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
OE - Substrate | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,295 | 1,039 | 3,517 | 3,208 |
OE - Substrate | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
OE - Value add | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 2,894 | 2,506 | 8,492 | 8,101 |
OE - Value add | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
OE - Value add | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 830 | 668 | 2,371 | 2,133 |
OE - Value add | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,040 | 897 | 3,058 | 2,876 |
OE - Value add | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 1,024 | 941 | 3,063 | 3,092 |
Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 742 | 787 | 2,236 | 2,337 |
Aftermarket | Motorparts | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 723 | 769 | 2,174 | 2,282 |
Aftermarket | Performance Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 19 | 18 | 62 | 55 |
Aftermarket | Clean Air | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | 0 | 0 | 0 | 0 |
Aftermarket | Powertrain | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales and operating revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | |
Icahn Enterprises L.P. | ||
Related Party Transaction [Line Items] | ||
Net sales | $ 71 | |
Royalty and other income (expense) | 2 | |
PSC Metals, Inc | ||
Related Party Transaction [Line Items] | ||
Royalty and other income (expense) | $ 2 | |
Tenneco | Class A | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 5% |