Explanatory Note
On April 10, 2018, Tenneco Inc., a Delaware corporation (the “Company”), announced that it entered into a Membership Interest Purchase Agreement by and among the Company, Federal-Mogul LLC, a Delaware limited liability company (“Federal-Mogul”), American Entertainment Properties Corp., a Delaware corporation, and Icahn Enterprises L.P., a Delaware limited partnership, regarding the proposed acquisition of Federal-Mogul by the Company (the “Transaction”). The purpose of this Current Report on Form8-K (this “Current Report”) is (i) to retrospectively recast certain financial information and related disclosures included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 (the “2017 Form10-K”), which was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2018, as further described below and (ii) to file certain financial statements of Federal-Mogul, and certain pro forma financial statements, each of which is required to be incorporated by reference into registration statements filed by the Company. The information in this Current Report is not an amendment to, or restatement of, the 2017 Form10-K.
ITEM 8.01 Other Events
As disclosed in the Company’s Quarterly Report on Form10-Q for the fiscal quarter ended March 31, 2018, filed on May 10, 2018, the Company changed its reportable segments effective as of the first quarter of 2018. The new reportable segments consist of the Clean Air, Ride Performance and Aftermarket businesses. The new reportable segments, which are also the Company’s operating segments, align with how the Chief Operating Decision Maker allocates resources and assesses performance against the Company’s key growth strategies.
To reflect (i) the change in segments described in the foregoing paragraph and (ii) the Company’s retrospective adoption of (A) Accounting Standard Update (“ASU”)2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, (B) ASU2016-15, Statement of Cash Flow—Classification of certain cash receipts and cash payments (Topic 230) and (C) ASU2016-18, Statement of Cash Flows—Restricted Cash (Topic 230), the following Items of the 2017 Form10-K have been recast retrospectively (which Items as adjusted are attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report and incorporated by reference herein):
| | • | | Part I, Item 1. Business |
| | • | | Part II, Item 6. Selected Financial Data |
| | • | | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| | • | | Part II, Item 8. Financial Statements and Supplementary Data |
The disclosures filed as Exhibits 99.1, 99.2, 99.3 and 99.4 replace the corresponding portions of the 2017Form 10-K. This Current Report does not reflect events that may have occurred subsequent to the original filing date of the 2017 Form10-K, and does not amend, restate, modify or update in any way the disclosures made in the 2017 Form10-K other than as required to retrospectively reflect the change in segment reporting and the adoption of the ASUs as described above. All other information in the 2017 Form10-K remains unchanged. Without limitation of the foregoing, this filing does not purport to update Management’s Discussion and Analysis of Financial Condition and Results of Operations for any information, uncertainties, risks, events or trends occurring or known to management subsequent to the date of filing of the 2017 Form10-K. Unaffected items and unaffected portions of the 2017 Form10-K have not been repeated in, and are not amended or modified by, this Current Report or Exhibits 99.1, 99.2, 99.3 or 99.4. The information in this Current Report should be read in conjunction with the 2017 Form10-K. For information on developments since the filing of the 2017 Form10-K, please refer to the Company’s subsequent filings with the SEC.
Federal-Mogul’s consolidated balance sheets as of June 30, 2018 and December 31, 2017, consolidated statements of operations and statements of comprehensive income (loss) for the three and six months ended June 30, 2018 and 2017 and consolidated statements of cash flows for the six months ended June 30, 2018 and 2017 and the notes thereto are attached as Exhibit 99.5 and incorporated by reference herein.
