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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 1-12387
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
TENNECO INC.
500 NORTH FIELD DRIVE
LAKE FOREST, IL 60045
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THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
TABLE OF CONTENTS
PAGE
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2006
and 2005 3
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2006 4
Notes to Financial Statements as of December 31, 2006 and 2005, and
for the Year Ended December 31, 2006 5-13
SUPPLEMENTAL SCHEDULE --
Form 5500, Schedule H, Part IV, Line 4i -- Schedule of Assets
(Held at End of Year) as of December 31, 2006 14
NOTE: All other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
The Tenneco Employee Stock
Ownership Plan for Salaried Employees:
We have audited the accompanying statements of net assets available for benefits
of The Tenneco Employee Stock Ownership Plan for Salaried Employees (the "Plan")
as of December 31, 2006 and 2005, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2006. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006
and 2005, and the changes in net assets available for benefits for the year
ended December 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 2 to the financial statements, the Plan retrospectively
adopted Financial Accounting Standards Board Staff Position AAG INV-1 and
94-4-1: Reporting of Fully Benefit-responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Heath and Welfare and Pension Plans.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2006, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2006 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Chicago, Illinois
June 25, 2007
2
THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
------------ ------------
ASSETS:
Participant-directed investments (Note 3) $155,266,722
Nonparticipant-directed investments (Note 4) 42,889,067
Investment in Tenneco Defined Contribution Plans Master Trust:
Participant-directed investments $191,574,107 --
Nonparticipant-directed investments-common stock 33,839,353 --
------------ ------------
Total Investments, at fair value 225,413,460 198,155,789
Receivables:
Employer contributions 147,902 --
Employer supplemental contributions 60,519
Participant contributions 366,714 --
------------ ------------
Total Receivables 575,135
Total Assets 225,988,595 198,155,789
------------ ------------
LIABILITIES -
Accrued Administrative Expenses 61,000 37,500
Excess contributions refundable 624,531 --
------------ ------------
Total Liabilities 685,531 37,500
------------ ------------
NET ASSETS AVAILABLE, AT FAIR VALUE 225,303,064 198,118,289
Adjustments from fair value to contract value for fully
benefit-responsive investment contracts 400,977 --
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $225,704,041 $198,118,289
============ ============
3
THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
ADDITIONS:
Contributions:
Participant contributions $ 9,838,553
Employer contributions 3,744,869
Rollovers 580,843
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Total contributions 14,164,265
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Investment income:
Net appreciation in fair value of investments (Note 3) 13,675,670
Dividend 328,205
Interest 295,245
Investment income in Tenneco Defined Contribution Plans Master Trust 20,459,041
------------
Net investment income 34,758,161
------------
Transfers into Plan (Note 2) 369,818
------------
Total additions 49,292,244
------------
DEDUCTIONS:
Benefits paid to participants 21,564,276
Administrative expenses 142,216
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Total deductions 21,706,492
------------
INCREASE IN NET ASSETS 27,585,752
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 198,118,289
------------
End of year $225,704,041
============
See notes to financial statements.
4
THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31, 2006
1. DESCRIPTION OF THE PLAN
The following description of The Tenneco Employee Stock Ownership Plan for
Salaried Employees (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for more
complete information.
GENERAL -- The Plan is a defined contribution plan covering substantially
all salaried employees of Tenneco Inc. (the "Company"). The Company
controls and manages the operation and administration of the Plan. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
MASTER TRUST -- Effective April 1, 2006, the Plan assets are held by Mellon
Bank, N.A., as Trustee in the Tenneco Defined Contribution Plans Master
Trust (the "Master Trust"). Prior to April 1, 2006, the Plan assets were
held by Putnam Fiduciary Trust Company.
ELIGIBILITY -- Employees are eligible to participate in the Plan the first
day of the month following the Company's receipt of an application for
enrollment or two complete calendar months of employment provided the
employee has not waived automatic enrollment.
CONTRIBUTIONS -- An employee is automatically enrolled in the Plan upon
completion of the eligibility requirements at a pretax contribution rate of
4% of pretax annual compensation, as defined in the Plan Document, subject
to certain Internal Revenue Code ("IRC") limitations, unless the employee
elects to waive automatic enrollment prior to the effective date.
Participants can elect to increase the pretax deferral rate, subject to
certain IRC limitations, from 4% up to 75%, in any whole percentage, at any
time.
The Company's matching contribution is 50% of the participant's
contributions, not to exceed 8% of the participant's base compensation. For
nonunion hourly participants hired on or after January 1, 2006, there is an
additional 2% non-elective employer contribution after one year of service.
Certain union employees are not eligible for the Company's matching
contribution, as defined in the Plan document. Additional amounts may be
contributed at the discretion of the Company. No such additional
discretionary contributions were made for the year ended December 31, 2006.
Participants may also roll over amounts from other qualified plans.
Effective January 1, 2002, Company matching contributions are made in cash.
Prior to January 1, 2002, Company matching contributions were made in the
Company's common stock to the Tenneco Inc. Common Stock Fund. All Company
matching contributions of Company common stock made prior to January 1,
2002, and the related earnings/losses, will remain in the form of the
Company's common stock until the participant reaches age 55 or terminates
employment and requests a total distribution. Beginning in 2007, one-third
of these matching contributions will be unrestricted each year until there
are no longer any restricted company match shares remaining.
Effective January 1, 2007, the Plan was amended to provide supplemental
annual company contributions based upon a participant's age in accordance
with an age-graded schedule for those employees who ceased to accrue
benefits under the company's defined benefits plans.
5
PARTICIPANT ACCOUNTS -- Individual accounts are maintained for each Plan
participant. Each participant's account is credited with the participant's
contribution, the Company's matching contribution, and allocations of
Company discretionary contributions and Plan earnings, and charged with
withdrawals and an allocation of Plan losses and administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
INVESTMENTS -- Participants direct the investment of their contributions
and the Company's matching contributions into various investment options
offered by the Plan. The Plan currently offers participants the option to
invest their contribution into the following funds: Mellon Stable Value
Fund, Goldman Sachs Government Income Fund, Vanguard Total Bond Market
Index Fund, American Funds AMCAP Fund, Goldman Sachs CORE U.S. Equity Fund,
Vanguard 500 Index Fund, Vanguard Windsor II Fund, MSIF Mid Cap Growth
Portfolio, Vanguard Selected Value Fund, Columbia Acorn Fund, Fidelity Low
Priced Stock Fund, Lord Abbett Small-Cap Value Fund, American Funds
Europacific Growth Fund, Lazard Emerging Markets Portfolio, Scudder RREEF
Real Estate Securities Fund, TRowe Price Retirement Income Fund, TRowe
Price Retirement 2010 Fund, TRowe Price Retirement 2015 Fund, TRowe Price
Retirement 2020 Fund, TRowe Price Retirement 2025 Fund, TRowe Price
Retirement 2030 Fund TRowe Price Retirement 2035 Fund, TRowe Price
Retirement 2040 Fund, TRowe Price Retirement 2045 Fund, and Tenneco Inc.
Common Stock Fund.
Shares of Pactiv Corporation common stock are held by the Plan in a
separate fund due to a transfer of participant account balances from
another defined contribution plan in 2000; however, the fund is no longer
an investment option for participants and direct contributions or fund
transfers into this fund are not allowed.
VESTING -- Participants are vested immediately in both their contributions
plus actual earnings thereon. The Company's 2% nondiscretionary match
cliff vests after 5 years; all other matching contributions vest
immediately.
PARTICIPANT LOANS -- Active participants and certain other individuals who
have not had a loan during the previous three months may borrow from their
accounts up to a maximum of $50,000 less their highest outstanding loan
balance in the previous 12 months or 50% of their account balance,
whichever is less. Each participant may only have one loan outstanding at
any time, with a term not to exceed 54 months, and the amount of the loan
may not be less than $1,000. The loans are secured by the balance in the
participant's account and bear interest at rates equal to the prime rate as
reported in The Wall Street Journal (ranging from 4.0% to 8.25% at December
31, 2006) at the time the loan is made. Principal and interest is paid
ratably through payroll deductions.
6
TERMINATION OF PARTICIPATION -- Prior to March 28, 2005, upon termination
of service due to death, disability, retirement, or termination of
employment, a participant was permitted to elect either to receive a
lump-sum amount equal to the value of the participant's vested interest in
his or her account, or to maintain the account, if the participant's vested
interest in the account was more than $5,000. A quarterly installment
option was available only to former participants of a merged plan. If the
participant's account was less than $5,000, the participant was required to
receive a lump-sum amount or roll over the amount to another qualified plan
or IRA. Effective March 28, 2005, Tenneco amended the Plan to reduce the
mandatory lump-sum payout requirement from $5,000 to $1,000. As a result,
at December 31, 2006 and 2005, the amount owed to participants whose
service had been terminated with account balances less than $1,000 was $343
and $12,132, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING -- The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
USE OF ESTIMATES -- The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires Plan management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES -- The Plan utilizes various investment
instruments, including common stock, mutual funds, and common collective
trust funds. Investment securities, in general, are exposed to various
risks, such as interest rate, credit, and overall market volatility. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the financial statements.
7
NEW ACCOUNTING PRONOUNCEMENT-- As described in Financial Accounting
Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the "FSP"),
investment contracts held by a defined-contribution plan are required to be
reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under the
terms of the plan. As required by the FSP, the statement of net assets
available for benefits presents the investment contracts at fair value as
well as an additional line item showing an adjustment of fully
benefit-responsive contracts from fair value to contract value. The Plan
did not hold any fully benefit-responsive investment contracts as of
December 31, 2005, thus the adoption of the FSP is only applicable to the
December 31, 2006, financial statements. The statement of changes in net
assets available for benefits is prepared on a contract value basis.
INVESTMENT VALUATION AND INCOME RECOGNITION --The Plan's investment in the
Master Trust is presented at fair value, which has been determined based on
the fair value of the underlying investments of the Master Trust. Quoted
market prices are used to determine the fair value of the Plan's
investments, when available. Shares of registered investment companies and
common/collective trusts are valued at the net asset value of shares held
by the Master Trust at year-end. Participant loans are valued at the
outstanding loan balances. The Mellon Stable Value Fund is a common
collective trust that may invest in fixed interest insurance investment
contracts, money market funds, corporate and government bonds,
mortgage-backed securities, bond funds, and other fixed income securities.
Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. Contract value represents
contributions made to the fund, plus earnings, less participant
withdrawals.
Management fees and operating expenses charged to the Plan for investments
in registered investment companies are deducted from income earned on a
daily basis and are not separately reflected. Consequently, these
management fees and operating expenses are reflected as a reduction of net
appreciation (depreciation) in the fair market value of investments for
such investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
ADMINISTRATIVE EXPENSES -- Administrative expenses of the Plan are paid by
the Plan as provided in the Plan Document.
8
PAYMENT OF BENEFITS -- Benefit payments to participants, including deemed
distributions of participant loans, are recorded upon distribution. The
amount allocated to accounts of persons who have elected to withdraw from
the Plan but have not yet been paid were $334 and $12,132 at December 31,
2006 and 2005, respectively. There were deemed distributions of participant
loans in default of $32,230 and $61,036 at December 31, 2006 and 2005,
respectively.
TRANSFERS -- The Company also sponsors an employee stock ownership plan for
hourly employees. If employees change their hourly or salaried status
during the year, their account balances are transferred into the
corresponding plan. For the year ended December 31, 2006, net plan
transfers received from the hourly plan were $369,818.
EXCESS CONTRIBUTIONS REFUNDABLE -- The Plan is required to return
contributions received in excess of IRC limits.
3. INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net assets
available for benefits as of December 31, 2006 and 2005, are as follows:
2006 2005
------------ -----------
Fidelity Growth Company Fund $23,913,027
Putnam Money Market Fund 28,019,494
Putnam S&P 500 Index Fund 15,437,130
Tenneco Inc. common stock* 58,821,889
Investment in Master Trust** $225,413,460
* Partially nonparticipant-directed.
** Assets are held in a master trust as of December 31, 2006, and the Plan's
only investment is an investment in that master trust.
For the three months ended March 31, 2006, and the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
Registered investment companies $ 5,535,394
Pactiv Corporation common stock 825,988
Tenneco Inc. common stock 7,314,288
-----------
Net appreciation in fair value of investments $13,675,670
===========
9
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
as of December 31, 2006 and 2005, and for the year ended December 31, 2006,
is as follows:
2006 2005
----------- -----------
Net assets--
Tenneco Inc. common stock $42,889,067
Investment in Tenneco Defined Contribution Plans
Master Trust-Tenneco Inc. common stock $33,839,353
YEAR ENDED
DECEMBER 31, 2006
-----------------
Changes in net assets:
Net appreciation in fair value of investments 5,326,637
Benefits paid to participants (850,252)
Administrative expenses (24,523)
Transfers to participant-directed investments (15,915,800)
Investment income from Master Trust 2,414,224
-----------
Total (9,049,714)
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5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
At December 31, 2006, the Master Trust held shares of the Mellon Stable
Value Fund which is managed by Mellon Bank, N.A. Mellon Bank N.A. is the
trustee as defined by the Master Trust and therefore these transactions
qualify as exempt party-in-interest transactions. Fees paid by the Plan for
investment management services were included as a reduction of the return
earned on this investment.
At December 31, 2006, the Master Trust held 4,289,683 shares of common
stock of Tenneco Inc. and as of December 31, 2005, the Plan held 2,999,586
shares of common stock of Tenneco Inc., the sponsoring employer, with a
cost basis of $28,205,994 and $16,849,026, respectively.
As of December 31, 2005, certain Plan investments were shares of registered
investment companies and common/collective trusts which were managed by
Putnam Fiduciary Trust Company. Putnam Fiduciary Trust Company was the
trustee as defined by the Plan and, therefore, those transactions qualified
as exempt party-in-interest transactions. Fees paid by the Plan for
investment management services were included as a reduction of the return
earned on each of these funds.
10
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. Any assets
which are not allocated to the accounts of participants upon the complete
termination of the Plan, or complete discontinuance of contributions, will
be allocated among all of the participant accounts pro rata on the basis of
their respective balances.
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated April 30, 2002, that the Plan and related trust, as then
designed, were in accordance with the applicable sections of the IRC.
Although the Plan has been amended since receiving the determination
letter, the Plan administrator believes that the Plan is currently designed
and being operated in compliance with the applicable requirements of the
IRC and is tax-exempt. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
While conducting non-discrimination testing for the Plan for the 2006 plan
year, it was determined that the Plan's prior recordkeeper did not use
correct compensation when performing tests for prior plan years.
Additionally, certain hourly employees were misclassified as union
employees for testing purposes in prior plan years. The Company worked with
its current and prior record keepers and the Plan's tax counsel to address
this situation.
When non-discrimination tests were performed using correct compensation and
properly classifying employees, the Plan failed the Actual Deferral and
Contribution Percentage ("ADP", "ACP") tests for the 2004 and 2005 plan
years. All affected participants have been identified as has the proper
method of correcting the testing failures. Correction has taken place for
all affected participants with respect to the 2005 plan year, within the
timeline allowed for correction under the Internal Revenue Code. For the
2004 plan year, the Company is in the process of communicating corrections
to each affected participant and is committed to making such corrections in
order to keep the plan tax qualified as of the financial statement dates.
At December 31, 2006, the Plan has recorded an amount payable to
participants in the amount of $624,531 which represents the total excess
contributions to be returned to Plan Participants for both 2004 and 2006 as
part of the correction of the non-discrimination testing. In addition, the
Plan has an amount receivable from the Company for $60,519 related to this
issue.
In addition, the new record keeper finalized 2006 ADP and ACP tests using
correct information and timely correction was made to all affected
participants.
8. INTEREST IN MASTER TRUST
Effective April 1, 2006, the Plan's investment assets are held in a trust
account at the Trustee and consist of an undivided interest in an
investment account of the Master Trust. Use of the Master Trust permits the
commingling of trust assets for investment and administrative purposes.
Although assets of both the Tenneco Employee Stock Ownership Plans for
Hourly and Salary Employees are commingled in the Master Trust, the Trustee
maintains supporting records for the purpose of allocating the net gain or
loss of the investment account to the participating plans. The net
investment income of the investment assets is allocated by the Trustee to
each participating plan based on the relationship of the interest of each
plan to the total of the interests of the participating plans.
11
The investments of the Master Trust at December 31, 2006, are summarized as
follows:
2006
------------
Investments--at fair value:
Registered Investment Companies $208,609,526
Common/collective trusts 47,461,382
Pactiv common stock 11,074,826
Tenneco Inc. common stock 103,074,701
------------
Total investments at fair value 370,220,435
------------
Adjustment from Fair Value to Contract Value for fully
benefit-responsive investment contracts 655,731
------------
Net assets of the Tenneco Defined Contribution Plans
Master Trust at contract value 370,876,166
============
Plan's interest in net assets of the Master Trust
at fair value 225,413,460
============
Plan's interest in net assets of the Master Trust
at contract value $225,814,437
============
Plan's interest in net assets of the Master Trust
as a percentage of the total at contract value 61%
============
The net investment earnings of the Master Trust for the nine months ended
December 31, 2006, is summarized below:
2006
-----------
Dividend and interest income $ 480,691
-----------
Net appreciation in fair value of investments:
Registered Investment Companies 14,426,173
Common/collective trusts 1,555,024
Pactiv common stock 3,720,379
Tenneco Inc. common stock 11,725,685
-----------
Net appreciation in fair value of investments 31,427,261
-----------
Investment income of Tenneco Defined Contribution Plans Master
Trust $31,907,952
===========
12
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
A reconciliation of net assets available for benefits per the financial
statements to Form 5500 at December 31, 2006 and 2005, is as follows:
2006 2005
------------ ------------
Net assets available for benefits per the financial statements $225,704,041 $198,118,289
Deemed distributions of participant loans (32,230) (61,036)
------------ ------------
Net assets available for benefits per Form 5500 $225,671,811 $198,057,253
============ ============
A reconciliation of changes in net assets available for benefits per the
financial statements for the year ended December 31, 2006, to Form 5500, is
as follows:
Benefits paid to participants per the financial statements $21,564,276
Add deemed distributions of participant loans at December 31, 2006 32,230
Less deemed distributions of participant loans at December 31, 2005 (61,036)
-----------
Benefits paid to participants per Form 5500 $21,535,470
===========
******
13
SUPPLEMENTAL SCHEULE
THE TENNECO EMPLOYEE STOCK
OWNERSHIP PLAN FOR SALARIED EMPLOYEES
FORM 5500, SCHEDULE H, PART IV, LINE 4I -- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
IDENTITY OF ISSUER / DESCRIPTION OF INVESTMENT COST** FAIR VALUE
---------------------------------------------- ------ ----------
* Participant loans (maturing 2006 to 2010 at
interest rates of 4.0% to 8.25%) 3,699,994
------ ----------
TOTAL $_____ $3,699,994
------ ----------
* Party-in-interest.
** Cost information is not required for participant-directed investments and
is therefore not included
14
SIGNATURES
THE PLAN - Pursuant to the requirements of the Securities and Exchange Act of
1934, the Tenneco Inc. Benefits Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunder duly authorized.
THE TENNECO EMPLOYEE
STOCK OWNERSHIP PLAN FOR SALARIED
EMPLOYEES
Date: June 29, 2007 /s/ RICHARD P. SCHNEIDER
-----------------------------------
RICHARD P. SCHNEIDER
CHAIRMAN OF TENNECO INC.
BENEFITS COMMITTEE
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Deloitte & Touche LLP