<PAGE>
 
--------------------------------------------------------------------------------
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
                                   FORM 10-K
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                       OR
    [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                         COMMISSION FILE NUMBER 1-9864
                                  TENNECO INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                DELAWARE                               76-0233548
    (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)
                                                         77002
    TENNECO BUILDING, HOUSTON, TEXAS                   (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
                OFFICES)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 757-2131
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                 NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                     ON WHICH REGISTERED
          -------------------                    ---------------------
<S>                                      <C>
10% Notes due 1998; 8% Notes due 1999;
 10 3/8% Notes due 2000; 9 7/8% Notes
  due 2001;
 7 7/8% Notes due 2002; 10% Debentures
  due 2008;
 9% Debentures due 2012 ................ New York Stock Exchange
Preferred Stock, without par value:
 $7.40 cumulative series................ New York Stock Exchange
Common Stock, par value $5 per share.... New York, Chicago, Pacific, Toronto,
                                          London, Paris, Frankfurt, Dusseldorf,
                                          Basel, Geneva and Zurich Stock
                                          Exchanges
</TABLE>
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
 
  INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [_]
 
  INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
 
  STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
 
<TABLE>
<CAPTION>
   CLASS OF VOTING STOCK AND NUMBER OF SHARES        MARKET VALUE HELD
   HELD BY NON-AFFILIATES AT JANUARY 31, 1996        BY NON-AFFILIATES
   ------------------------------------------        -----------------
   <S>                                               <C>
   $7.40 Cumulative Preferred Stock, 587,270 shares   $   59,901,540*
   Common Stock, 173,776,137 shares                    9,535,965,517**
</TABLE>
--------
*  Based upon the closing sale price on the Composite Tape for the $7.40
   Cumulative Preferred Stock on February 5, 1996.
** Based upon the closing sale price on the Composite Tape for the Common Stock
   on February 12, 1996.
 
  INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. Common Stock, par value $5
per share, 174,327,148 shares outstanding as of January 31, 1996.
                      DOCUMENTS INCORPORATED BY REFERENCE:
 
<TABLE>
<CAPTION>
                                                       PART OF THE FORM 10-K
                       DOCUMENT                       INTO WHICH INCORPORATED
                       --------                       -----------------------
   <S>                                                <C>
   Tenneco Inc.'s Definitive Proxy Statement for the         Part III
    Annual
    Meeting of Stockholders to be Held May 14, 1996
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
PART I
 ITEM  1.   BUSINESS......................................................   1
   Tenneco Inc............................................................   1
   Contributions of Major Businesses......................................   1
   Tenneco Automotive.....................................................   2
   Tenneco Energy.........................................................   4
   Tenneco Packaging......................................................   9
   Newport News Shipbuilding..............................................  11
   Other..................................................................  12
   Business Strategy......................................................  12
   Environmental Matters..................................................  12
 ITEM  2.   PROPERTIES....................................................  13
 ITEM  3.   LEGAL PROCEEDINGS.............................................  13
 ITEM  4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........  15
 ITEM  4.1. EXECUTIVE OFFICERS OF THE REGISTRANT..........................  15
PART II
 ITEM  5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCK-
            HOLDER MATTERS................................................  17
 ITEM  6.   SELECTED FINANCIAL DATA.......................................  18
 ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.....................................  20
 ITEM  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................  36
   Index to Financial Statements of Tenneco Inc. and Consolidated
    Subsidiaries..........................................................  36
 ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE......................................  73
PART III
 ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............  73
 ITEM 11.   EXECUTIVE COMPENSATION........................................  73
 ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGE-
  MENT....................................................................  73
 ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................  73
PART IV
 ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
            FORM 8-K......................................................  73
   Financial Statements Included in Item 8................................  73
   Index to Financial Statements and Schedules Included in Item 14........  73
   Schedules Omitted as Not Required or Inapplicable......................  73
   Reports on Form 8-K....................................................  80
   Exhibits...............................................................  80
</TABLE>
 
                                       i
<PAGE>
 
                                     PART I
 
                                  TENNECO INC.
 
ITEM 1. BUSINESS.
 
  Tenneco Inc., a Delaware corporation, is a diversified industrial company
conducting all of its operations through its subsidiaries. As used herein,
"Tenneco" refers to Tenneco Inc. and its consolidated subsidiaries.
 
  The major businesses of Tenneco are the manufacture and sale of automotive
exhaust system parts and ride control products; natural gas transportation and
marketing; manufacture and sale of packaging materials, cartons, containers and
specialty packaging products for consumer and commercial markets; and
construction and repair of ships. At December 31, 1995, Tenneco also owned
approximately 21% of Case Corporation, a manufacturer of farm and construction
equipment.
 
  In March 1995, Tenneco Inc. sold, in a public flotation primarily in the
United Kingdom, all of the capital stock of Albright & Wilson plc, which is
engaged in the chemical business. See Note 3 to the Financial Statements of
Tenneco Inc. and Consolidated Subsidiaries for additional information
concerning the sale of this subsidiary.
 
  At December 31, 1995, Tenneco had approximately 60,000 employees.
 
                       CONTRIBUTIONS OF MAJOR BUSINESSES
 
  Information concerning Tenneco's principal industry segments and geographic
areas is set forth in Note 14 to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries. The following tables summarize (i) net sales and
operating revenues from continuing operations, (ii) income from continuing
operations before interest expense, income taxes and minority interest and
(iii) capital expenditures for continuing operations of the major business
groups of Tenneco for the periods indicated.
 
NET SALES AND OPERATING REVENUES FROM CONTINUING OPERATIONS
 
<TABLE>
<CAPTION>
                                           1995         1994          1993
                                        -----------  ------------  ------------
                                           (DOLLAR AMOUNTS IN MILLIONS)
<S>                                     <C>     <C>  <C>      <C>  <C>      <C>
Automotive............................. $2,479   28% $ 1,989   16% $ 1,785   15%
Energy.................................  1,916   21    2,378   20    2,862   23
Packaging..............................  2,752   31    2,184   18    2,042   17
Shipbuilding...........................  1,756   20    1,753   14    1,861   15
Farm and construction equipment*.......     --   --    3,881   32    3,748   30
Other..................................      5   --        3   --        6   --
Intergroup sales.......................     (9)  --      (14)  --      (17)  --
                                        ------  ---  -------  ---  -------  ---
  Total................................ $8,899  100% $12,174  100% $12,287  100%
                                        ======  ===  =======  ===  =======  ===
</TABLE>
 
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST EXPENSE, INCOME TAXES AND
MINORITY INTEREST
 
<TABLE>
<CAPTION>
                                                            1995   1994   1993
                                                           ------ ------ ------
                                                                (MILLIONS)
<S>                                                        <C>    <C>    <C>
Automotive................................................ $  240 $  223 $  222
Energy....................................................    333    415    411
Packaging.................................................    430    209    139
Shipbuilding..............................................    160    200    225
Farm and construction equipment*..........................    110    326     82
Other.....................................................     96      6     18
                                                           ------ ------ ------
  Total................................................... $1,369 $1,379 $1,097
                                                           ====== ====== ======
</TABLE>
 
                                       1
<PAGE>
 
CAPITAL EXPENDITURES FOR CONTINUING OPERATIONS
 
<TABLE>
<CAPTION>
                                                     1995      1994      1993
                                                   --------  --------  --------
                                                       (DOLLAR AMOUNTS IN
                                                           MILLIONS)
<S>                                                <C>  <C>  <C>  <C>  <C>  <C>
Automotive........................................ $208  21% $113  15% $ 93  18%
Energy............................................  334  34   331  45   170  32
Packaging.........................................  316  33   166  23   124  24
Shipbuilding......................................   77   8    29   4    36   7
Farm and construction equipment*..................   --  --    83  11   101  19
Other.............................................   41   4    14   2     1  --
                                                   ---- ---  ---- ---  ---- ---
  Total........................................... $976 100% $736 100% $525 100%
                                                   ==== ===  ==== ===  ==== ===
</TABLE>
--------
* In December 1994, Tenneco changed to the equity method of accounting for its
  farm and construction equipment segment due to a reduction in its ownership
  percentage in Case Corporation to below 50%. For additional information, see
  Notes 1 and 3 to the Financial Statements of Tenneco Inc. and Consolidated
  Subsidiaries.
 
  The interest expense, income taxes and minority interest from continuing
operations that are not allocated to the major businesses were as follows:
 
<TABLE>
<CAPTION>
                                                                 1995 1994 1993
                                                                 ---- ---- ----
                                                                   (MILLIONS)
   <S>                                                           <C>  <C>  <C>
   Interest Expense (net of interest capitalized)............... $339 $407 $427
   Income Tax Expense...........................................  273  301  257
   Minority Interest............................................   22   30   --
</TABLE>
 
                               TENNECO AUTOMOTIVE
 
  The principal business operations of Tenneco Automotive and its affiliates
are Walker Manufacturing Company and Monroe Auto Equipment Company.
 
  Walker Manufacturing Company and its affiliates ("Walker") manufacture a
variety of automotive exhaust systems and emission control products. In the
United States, Walker operates nine manufacturing facilities and seven
distribution centers, three of which are located at manufacturing facilities,
and also has two research and development facilities. In addition, Walker
operates 25 manufacturing facilities located in Australia, Canada, the United
Kingdom, Mexico, Denmark, Germany, France, Spain, Portugal and Sweden, and also
has one engineering and technical center in Germany.
 
  Walker's products are sold to automotive manufacturers for use as original
equipment and to wholesalers and retailers for sale as replacement equipment.
Sales to the original equipment market are directly dependent on new car sales,
and sales to the replacement market are related to the service life of original
equipment and to the level of maintenance by individual owners of their
automobiles. The service life of exhaust systems has increased in recent years,
resulting in a longer time period for the exhaust replacement rate.
 
                                       2
<PAGE>
 
  The following table sets forth information relating to Walker's sales:
 
<TABLE>
<CAPTION>
                                                                 PERCENTAGE OF
                                                                     SALES
                                                                 ----------------
                                                                 1995  1994  1993
                                                                 ----  ----  ----
      <S>                                                        <C>   <C>   <C>
      United States Sales
        Automotive replacement equipment (primarily exhaust
         system parts)..........................................  46%   48%   52%
        Automotive original equipment...........................  54    52    48
                                                                 ---   ---   ---
                                                                 100%  100%  100%
                                                                 ===   ===   ===
      Foreign Sales
        Automotive replacement equipment........................  42%   68%   70%
        Automotive original equipment...........................  58    32    30
                                                                 ---   ---   ---
                                                                 100%  100%  100%
                                                                 ===   ===   ===
      Total Sales by Geographic Area
        United States...........................................  42%   58%   60%
        European Union..........................................  45    24    23
        Canada..................................................   7    10    12
        Other areas.............................................   6     8     5
                                                                 ---   ---   ---
                                                                 100%  100%  100%
                                                                 ===   ===   ===
</TABLE>
 
  In November 1994, Walker acquired ownership of Heinrich Gillet GmbH & Co. KG
and its affiliates ("Gillet"), a manufacturer of exhaust systems headquartered
at Edenkoben, Germany. The combination of Gillet, Europe's largest original
equipment exhaust supplier, and Walker's European division, which is Europe's
largest replacement market supplier, increased Walker's European sales in 1995
by approximately 150%.
 
  Monroe Auto Equipment Company and its affiliates ("Monroe") are engaged
principally in the design, manufacture and distribution of ride control
products. Monroe ride control products consist of hydraulic shock absorbers,
air adjustable shock absorbers, spring assisted shock absorbers, gas charged
shock absorbers, struts, replacement cartridges and electronically adjustable
suspension systems. Monroe manufactures and markets replacement shock absorbers
for virtually all domestic and most foreign makes of automobiles. In addition,
Monroe manufactures and markets shock absorbers and struts for use as original
equipment on passenger cars and trucks, as well as for other uses. Monroe has
seven manufacturing facilities in the United States and ten foreign
manufacturing operations in Australia, Belgium, Brazil, Canada, Mexico, the
United Kingdom, Spain and New Zealand.
 
  The following table sets forth information relating to Monroe's sales:
 
<TABLE>
<CAPTION>
                                                               PERCENTAGE OF
                                                                   SALES
                                                               ----------------
                                                               1995  1994  1993
                                                               ----  ----  ----
      <S>                                                      <C>   <C>   <C>
      United States Sales
        Automotive replacement equipment......................  70%   72%   72%
        Automotive original equipment.........................  30    28    28
                                                               ---   ---   ---
                                                               100%  100%  100%
                                                               ===   ===   ===
      Foreign Sales
        Automotive replacement equipment......................  66%   69%   63%
        Automotive original equipment.........................  34    31    37
                                                               ---   ---   ---
                                                               100%  100%  100%
                                                               ===   ===   ===
      Total Sales by Geographic Area
        United States.........................................  48%   49%   50%
        European Union........................................  36    32    29
        Canada................................................   3     5     7
        Other areas...........................................  13    14    14
                                                               ---   ---   ---
                                                               100%  100%  100%
                                                               ===   ===   ===
</TABLE>
 
                                       3
<PAGE>
 
  In 1995, Tenneco Automotive acquired a 51% interest in a joint venture that
has two ride control manufacturing facilities in India and a 51% interest in a
joint venture that has one ride control manufacturing facility in China. It is
anticipated that the joint venture in India will also manufacture exhaust
systems.
 
  Tenneco Automotive owns and licenses the rights under a number of domestic
and foreign patents and trademarks relating to its products and businesses. It
manufactures and distributes its products primarily under the names "Walker"
and "Monroe," which are well recognized in the marketplace.
 
  Tenneco Automotive is actively pursuing opportunities to expand its business
by entering additional geographic areas, including countries in Eastern Europe,
Asia and South America. It is anticipated that this expansion will occur
through a variety of means, including joint ventures and acquisitions.
 
  The operations of Tenneco Automotive face intense competition from other
manufacturers of automotive equipment.
 
                                 TENNECO ENERGY
 
  Tenneco is engaged in the interstate and intrastate transportation and
marketing of natural gas, with operations conducted by Tenneco Energy Inc. and
other related subsidiaries of Tenneco Inc. (collectively, "Tenneco Energy").
Tenneco Energy is also engaged in related businesses that are not generally
subject to regulation by the Federal Energy Regulatory Commission ("FERC")
which Tenneco Energy believes have the potential to generate higher returns
than its regulated businesses. The principal activities of these business units
include the development of and participation in international natural gas
pipelines, primarily in Australia, and in international and domestic gas-fired
power generation projects, and the development of natural gas production and
production financing programs for producers, primarily in the United States.
 
INTERSTATE PIPELINE OPERATIONS
 
 
  Tenneco Energy's interstate pipeline operations include the pipeline systems
of Tennessee Gas Pipeline Company ("Tennessee"), Midwestern Gas Transmission
Company ("Midwestern") and East Tennessee Natural Gas Company ("East
Tennessee"), which are primarily engaged in the transportation and storage of
natural gas for producers, marketers, end-users, and other gas transmission and
distribution companies.
 
  Tennessee's multiple-line system begins in gas-producing regions of Texas and
Louisiana, including the continental shelf of the Gulf of Mexico, and extends
into the northeastern section of the United States, including the New York City
and Boston metropolitan areas. Midwestern's pipeline system extends from
Portland, Tennessee, to Chicago, and principally serves the Chicago
metropolitan area. East Tennessee's pipeline system serves the states of
Tennessee, Virginia and Georgia.
 
  At December 31, 1995, Tenneco Energy's interstate gas transmission systems
included approximately 16,300 miles of pipeline, gathering lines and sales
laterals, together with related facilities that include 90 compressor stations
with an aggregate of approximately 1.5 million horsepower. These systems also
include underground and above-ground gas storage facilities to permit increased
deliveries of gas during peak demand periods. The total design delivery
capacity of Tenneco Energy's interstate systems at December 31, 1995, was
approximately 4,800 million cubic feet ("MMCF") of gas per day, and
approximately 5,600 MMCF on peak demand days, which includes gas withdrawn from
storage.
 
  Tenneco Energy also has a 13.2% interest in Iroquois Gas Transmission System,
L.P. ("Iroquois"). The 370-mile Iroquois pipeline extends from the Canadian
border at Waddington, New York, to Long Island, New York, and is designed to
deliver (directly or through interconnecting pipelines such as Tennessee)
818 MMCF of gas per day to local distribution companies and electric generation
facilities in six states. For more information on Iroquois, see Item 3, "Legal
Proceedings."
 
  In December 1995, Tenneco Energy sold its 50% interest in Kern River Gas
Transmission Company ("Kern River"). This sale was a part of Tenneco's ongoing
plan to redeploy assets into its primary growth
 
                                       4
<PAGE>
 
businesses, which include the nonregulated natural gas operations. Kern River
owns a 904-mile pipeline system extending from Wyoming to California.
 
 Gas Sales and Transportation Volumes
 
  The following table sets forth the volumes of gas, stated in billions of
British thermal units ("BBtu"), sold and transported by Tenneco Energy's
interstate pipeline systems for the periods shown.
 
<TABLE>
<CAPTION>
                                                     1995      1994      1993
                                                   --------- --------- ---------
   <S>                                             <C>       <C>       <C>
   Sales*.........................................    95,397   131,097   213,210
   Transportation*................................ 2,139,169 2,183,944 2,118,936
                                                   --------- --------- ---------
     Total........................................ 2,234,566 2,315,041 2,332,146
                                                   ========= ========= =========
</TABLE>
--------
*  These sales and transportation volumes include all natural gas sold or
   transported by Tenneco Energy's interstate pipeline companies. The table
   includes Tenneco Energy's proportionate share of transportation volumes of
   the joint ventures in which it had interests during 1995; of the total
   transportation volumes shown, 183,281 BBtu was attributable to these joint
   venture interests in 1995, 167,961 BBtu in 1994 and 169,871 BBtu in 1993.
   Intercompany deliveries of natural gas have not been eliminated from the
   table.
 
 Federal Regulation
 
  Tenneco Energy's interstate natural gas pipeline companies are "natural gas
companies" as defined in the Natural Gas Act of 1938, as amended (the "Natural
Gas Act"). As such, these companies are subject to the jurisdiction of the
FERC. Tenneco Energy's interstate pipeline operations are operated pursuant to
certificates of public convenience and necessity issued under the Natural Gas
Act and pursuant to the Natural Gas Policy Act of 1978. The FERC regulates the
interstate transportation and certain sales of natural gas, including, among
other things, rates and charges allowed natural gas companies, extensions and
abandonments of facilities and service, rates of depreciation and amortization
and the accounting system utilized by the companies.
 
  Prior to the FERC's industry restructuring initiatives in the 1980's, Tenneco
Energy's interstate pipeline companies operated primarily as merchants,
purchasing natural gas under long-term contracts and reselling the gas to
customers, also under long-term contracts. Pursuant to Order 636 issued by the
FERC, Tennessee implemented revisions to its tariff, effective on September 1,
1993, which restructured its transportation, storage and sales services to
convert Tennessee from primarily a merchant to primarily a transporter of gas.
As a result of this restructuring, Tennessee's gas sales declined while certain
obligations to producers under long-term gas supply contracts continued,
causing Tennessee to incur significant restructuring transition costs. Pursuant
to the provisions of Order 636 allowing for the recovery of transition costs
related to the restructuring, Tennessee has made filings to recover gas supply
realignment ("GSR") costs resulting from remaining gas purchase obligations,
costs related to its Bastian Bay facilities, the remaining unrecovered balance
of purchased gas ("PGA") costs and the "stranded" cost of Tennessee's
continuing contractual obligation to pay for capacity on other pipeline systems
("TBO costs").
 
  Tennessee's filings to recover costs related to its Bastian Bay facilities
have been rejected by the FERC based on the continued use of the gas production
from the field; however, the FERC recognized the ability of Tennessee to file
for the recovery of losses upon disposition of these assets. Tennessee has
filed for appellate review of the FERC actions and is confident that the
Bastian Bay costs will ultimately be recovered as transition costs under Order
636; the FERC has not contested the ultimate recoverability of these costs.
 
  The filings implementing Tennessee's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery is subject to refund pending FERC review and approval for eligibility:
1) direct-billing of unrecovered PGA costs to its former sales customers over a
twelve-month period; 2) recovery of TBO costs, which Tennessee is obligated to
pay under existing contracts,
 
                                       5
<PAGE>
 
through a surcharge from firm transportation customers, adjusted annually; and
3) GSR cost recovery of 90% of such costs over a period of up to 36 months from
firm transportation customers and recovery of 10% of such costs from
interruptible transportation customers over a period of up to 60 months.
 
  Following negotiations with its customers, Tennessee filed in July 1994 with
the FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides
for the recovery of PGA costs of approximately $100 million and the recovery of
costs associated with the transfer of storage gas inventory to new storage
customers in Tennessee's restructuring proceeding. The PGA Stipulation
eliminates all challenges to the PGA costs, but establishes a cap on the
charges that may be imposed upon former sales customers. On November 15, 1994,
the FERC issued an order approving the PGA Stipulation and resolving all
outstanding issues. On April 5, 1995, the FERC issued its order on rehearing
affirming its initial approval of the PGA Stipulation. Tennessee implemented
the terms of the PGA Stipulation and made refunds in May 1995. The refunds had
no material effect on Tenneco's reported net income. The orders approving the
PGA Stipulation have been appealed to the D.C. Circuit Court of Appeals by
certain customers. Tennessee believes the FERC orders approving the PGA
Stipulation will be upheld on appeal.
 
  Tennessee is recovering through a surcharge, subject to refund, TBO costs
formerly incurred to perform its sales function, pending FERC review of data
submitted by Tennessee. The FERC subsequently issued an order requiring
Tennessee to refund certain costs from this surcharge. Tennessee is appealing
this decision and believes such appeal will likely be successful.
 
  With regard to Tennessee's GSR costs, Tennessee, along with three other
pipelines, executed four separate settlement agreements with Dakota
Gasification Company and the U.S. Department of Energy and initiated four
separate proceedings at the FERC seeking approval to implement the settlement
agreements. The settlement resolved litigation concerning purchases made by
Tennessee of synthetic gas produced from the Great Plains Coal Gasification
plant ("Great Plains"). The FERC previously ruled that the costs related to the
Great Plains project are eligible for recovery through GSR and other special
recovery mechanisms and that the costs are eligible for recovery for the
duration of the term of the original gas purchase agreements. On October 18,
1994, the FERC consolidated the four proceedings and set them for hearing
before an administrative law judge ("ALJ"). The hearing, which concluded in
July 1995, was limited to the issue of whether the settlement agreements are
prudent. The ALJ concluded, in his initial decision issued in December 1995,
that the settlement was imprudent. Tennessee has filed exceptions to this
initial decision and believes that this decision will not impair Tennessee's
recovery of the costs resulting from this contract. The FERC has committed to
issuing a final order by December 31, 1996.
 
  Also related to Tennessee's GSR costs, on October 14, 1993, Tennessee was
sued in the State District Court of Ector County, Texas, by ICA Energy, Inc.
("ICA") and TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
TransTexas contended that Tennessee had an obligation to purchase gas
production which TransTexas thereafter attempted to add unilaterally to the
reserves originally dedicated to a 1979 gas contract. An amendment to the
pleading seeks $1.5 billion from Tennessee for alleged damages caused by
Tennessee's refusal to purchase gas produced from the TransTexas leases
covering the new production and lands. Neither ICA nor TransTexas were original
parties to that contract. However, they contend that any stranger acquiring a
fractional interest in the original committed reserves thereby obtains a right
to add to the contract unlimited volumes of gas production from locations in
South Texas. Tennessee filed a motion for summary judgment, asserting that the
Texas statutes of frauds precluded the plaintiffs from adding new production or
acreage to the contract. On May 4, 1995, the trial court granted Tennessee's
motion for summary judgment; the plaintiffs have filed a notice of appeal.
Thereafter, ICA and TransTexas filed a motion for summary judgment on a
separate issue involving the term "committed reserves" and whether Tennessee
has a contractual obligation to purchase gas produced from a lease not
described in the gas contract. On November 8, 1995, the trial court granted
ICA's and TransTexas' motion in part. That order, which would be finalized upon
conclusion of the trial, also held that ICA's and TransTexas' rights are
subject to certain limitations of the Texas Business and Commerce Code. In
addition to these defenses, which are to be resolved at trial, Tennessee has
other defenses which it has asserted and intends to pursue. Tennessee has
 
                                       6
<PAGE>
 
filed a Motion to Clarify the November 8, 1995 order together with a new motion
for partial summary judgment concerning the committed reserve issue. The
November 8, 1995 ruling does not affect the trial court's previous May 4, 1995
order granting summary judgment to Tennessee.
 
  Tennessee has been engaged in separate settlement and contract reformation
discussions with holders of certain gas purchase contracts who have sued
Tennessee. Although Tennessee believes that its defenses in the underlying gas
purchase contract actions are meritorious, Tennessee accrued amounts in the
first quarter of 1995 which it believes are adequate to cover the resolution of
these matters. On August 1, 1995, the Texas Supreme Court affirmed a ruling of
the Court of Appeals favorable to Tennessee in one of these matters and
indicated that it would remand the case to the trial court. Motions for
rehearing have been filed by the producers. As of the date hereof, the court
had not ruled on those motions and mandate had not been issued.
 
  As of December 31, 1995, Tennessee has deferred GSR costs yet to be recovered
from its customers of approximately $462 million, net of $316 million
previously recovered from its customers, subject to refund. A proceeding before
a FERC ALJ is scheduled to commence in early 1996 to determine whether
Tennessee's GSR costs are eligible for cost recovery. The FERC has generally
encouraged pipelines to settle such issues through negotiations with customers.
Although Order 636 provides for complete recovery by pipelines of eligible and
prudently incurred transition costs, certain customers have challenged the
prudence and eligibility of Tennessee's GSR costs and Tennessee has engaged in
settlement discussions with its customers concerning the amount of such costs
in response to the FERC and customer statements acknowledging the desirability
of such settlements.
 
  Given the uncertainty over the results of ongoing discussions between
Tennessee and its customers related to the recovery of GSR costs and the
uncertainty related to predicting the outcome of its gas purchase contract
reformation efforts and the associated litigation, Tenneco is unable to predict
the timing or the ultimate impact that the resolution of these issues will have
on its consolidated financial position or results of operations.
 
  On December 30, 1994, Tennessee filed for a general rate increase (the "1995
Rate Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, Tennessee
began collecting rates, subject to refund, reflecting an $87 million increase
in Tennessee's annual revenue requirement. Settlement discussions with the FERC
staff and customers regarding 1995 Rate Case issues, including structural rate
design and increased revenue requirements, are ongoing and Tennessee is
reserving revenues it believes adequate to cover any refunds that may be
required upon final settlement of this proceeding. A hearing is scheduled to
commence in March 1996.
 
 Competition
 
  The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, Tenneco Energy's
interstate pipelines face competitive pressure from other major pipeline
systems, enabling local distribution companies and end users to choose a
supplier or switch suppliers based on the short term price of gas and the cost
of transportation. Competition between pipelines is particularly intense in
Midwestern's Chicago and Northern Indiana markets, in East Tennessee's Roanoke,
Chattanooga and Atlanta markets, and in Tennessee's supply area, Louisiana and
Texas. In some instances, Tenneco Energy's pipelines have been required to
discount their transportation rates in order to maintain their market share.
Additionally, transportation contracts representing approximately 70% of firm
transportation capacity will be expiring over the next five years, principally
in the year 2000. The renegotiation of these contracts may be impacted by these
competitive factors.
 
 Gas Supply
 
  With full implementation of Order 636, Tennessee's firm sales obligations
requiring maintenance of long-term gas purchase contracts have declined from
over a 1.4 billion dekatherm maximum daily delivery
 
                                       7
<PAGE>
 
obligation to less than a 200 million dekatherm maximum daily delivery
obligation. As discussed above under the caption "Federal Regulation,"
Tennessee has substantially reduced its natural gas purchase portfolio in line
with these requirements through termination and assignment to third parties.
Although Tennessee's requirements for purchased gas are substantially less than
prior to its implementation of Order 636, Tenneco Energy is pursuing the
attachment of gas supplies to Tennessee's pipeline system for transportation by
others. Current gas supply activities include development of offshore and
onshore pipeline gathering projects and utilization of production financing
programs to spur exploration and development drilling in areas adjacent to
Tennessee's system. Major gathering systems in the Gulf of Mexico were
completed during the fourth quarter of 1994.
 
GAS MARKETING AND INTRASTATE PIPELINES
 
  Tenneco Energy Resources Corporation, an 80% owned subsidiary of Tenneco, and
its subsidiaries (collectively, "Tenneco Resources") are engaged in the
businesses of marketing natural gas and owning and operating approximately
1,300 miles of pipelines that serve the Texas Gulf Coast and West Texas
markets. Its businesses include the buying, selling, storage and transportation
of natural gas and price risk management services, including the offering of
fixed, floating and other natural gas pricing for short or long terms using
natural gas futures contracts or other financial instruments. These businesses
serve third parties, including producers, marketers, end-users, distribution
companies and gas transmission companies. During 1995 Tenneco Resources
transported, processed or sold approximately 2.3 billion cubic feet of natural
gas for its customers. Tenneco Resources also owns and manages gas gathering
systems and natural gas liquids plants in Pennsylvania, Texas, Louisiana and
the outer continental shelf of the Gulf of Mexico.
 
  The following table sets forth the volumes of gas, stated in BBtu, sold and
transported by subsidiaries of Tenneco Resources for the periods indicated:
 
<TABLE>
<CAPTION>
                                                        1995     1994     1993
                                                       ------- --------- -------
   <S>                                                 <C>     <C>       <C>
   Sales.............................................. 642,096   739,432 741,800
   Transportation..................................... 229,415   273,587 235,940
                                                       ------- --------- -------
     Total............................................ 871,511 1,013,019 977,740
                                                       ======= ========= =======
</TABLE>
 
  In February 1994, a 20% interest in Tenneco Resources was sold to Ruhrgas AG,
Germany's largest natural gas company.
 
INTERNATIONAL
 
  Tenneco Gas International Inc. and other subsidiaries of Tenneco
(collectively, "TGI") was organized to extend Tennessee's traditional
activities in North American pipelines to international pipeline, power, and
energy-related projects, with a current focus on activities in South America,
Southeast Asia, Australia and Europe. TGI was selected to construct, own and
operate a 470 mile natural gas pipeline in Queensland, Australia; construction
of the pipeline commenced in late 1995 with completion expected in early 1997.
In June 1995, Tenneco acquired the natural gas pipeline assets of the Pipeline
Authority of South Australia, which includes a 488 mile pipeline, for
approximately $225 million. The purchase resulted from the privatization of
Australia's natural gas industry. TGI also has interests in two consortiums
pursuing the development of two natural gas pipeline projects in South America,
from Argentina to Chile and from Bolivia to Brazil, including related gas-fired
electric generation plants.
 
  In December 1995, TGI was selected by the Beijing Natural Gas Transportation
Company ("BGTC") to serve as technical advisor for the construction of China's
first major onshore natural gas pipeline. BGTC, a joint venture between the
Chinese National Petroleum Corporation and the city of Beijing, will build a
600 mile line linking the Jingbian gas field in central China's Ordos Basin
with Beijing. Construction is scheduled to commence in March 1996, with an in-
service date scheduled for October 1997.
 
 
                                       8
<PAGE>
 
POWER GENERATION
 
  Tenneco Power Generation Company ("Tenneco Power") has a 17.5% interest in a
240 megawatt power plant in Springfield, Massachusetts and a 50% interest in
two additional cogeneration projects in Florida which have a combined capacity
of 200 megawatts.
 
  In December 1995, Tenneco Power entered into an agreement with Energy Equity
Corp., Ltd., an Australian company, to purchase 50% of two of its subsidiaries
subject to satisfaction of certain conditions. The new joint venture will
construct a 135 megawatt gas fired power plant.
 
TENNECO VENTURES
 
  Tenneco Gas Production Corporation ("Tenneco Production") and Tenneco
Ventures Corporation ("Tenneco Ventures"), subsidiaries of Tenneco, together
with institutional investors and partners, invest in oil and gas properties and
finance independent producers engaged in exploration and development projects.
Tenneco Ventures and Tenneco Production hold various ownership interests in oil
and gas fields located primarily in the Gulf of Mexico, Texas and Louisiana.
The reserves in those fields are estimated to be in excess of approximately 150
billion cubic feet of natural gas. Tenneco Ventures is also involved in TGI's
international projects through exploration and development of gas reserves in
Indonesia, Poland and Bolivia.
 
 
                               TENNECO PACKAGING
 
  Tenneco Packaging Inc. and other related Tenneco subsidiaries (collectively,
"Tenneco Packaging") manufacture and sell containerboard, paperboard,
corrugated shipping containers, folding cartons, plastic food storage and trash
bags, stretch film, disposable plastic and aluminum containers, molded fiber
products and other related products. Its shipping container products are used
in the packaging of food, paper products, metal products, rubber and plastics,
automotive products and point of purchase displays. Its folding cartons are
used in the packaging of soap and detergent, food products and a wide range of
other consumer goods. Uses for its molded fiber products include produce and
egg packaging, food service items and institutional and consumer disposable
dinnerware, as well as a wide range of other consumer and industrial goods. Its
disposable plastic and aluminum containers are sold to the food service, food
processing and related industries. Plastic food storage and trash bags, foam
dinnerware and related products are sold through a variety of retail outlets.
In addition to products bearing the name "Tenneco Packaging", Tenneco Packaging
manufactures and distributes products under the names "EZ FOIL(R)," "Revere
Foil Containers," "Dahlonega Packaging," "Agri-Pak," "PRESSWARE(R)
International," "HEFTY(R)," "HEFTY ONE ZIP(R)," "BAGGIES(R)" and "KORDITE(R)".
 
  The following table sets forth information with respect to Tenneco
Packaging's sales during the past three years:
<TABLE>
<CAPTION>
                                                                  PERCENTAGE OF
                                                                      SALES
                                                                  ----------------
                                                                  1995  1994  1993
                                                                  ----  ----  ----
   <S>                                                            <C>   <C>   <C>
   Sales by Product Type
     Corrugated shipping containers and containerboard products.   58%   56%   53%
     Disposable plastic and aluminum products...................   22    20    22
     Molded fiber products......................................    7     9     9
     Folding cartons and recycled paperboard mill products......    7     9    10
     Paper stock and other......................................    6     6     6
                                                                  ---   ---   ---
                                                                  100%  100%  100%
                                                                  ===   ===   ===
   Total Sales by Geographic Area
     United States..............................................   90%   90%   88%
     European Union.............................................    5     5     7
     Canada.....................................................    1     2     2
     Other areas................................................    4     3     3
                                                                  ---   ---   ---
                                                                  100%  100%  100%
                                                                  ===   ===   ===
</TABLE>
 
                                       9
<PAGE>
 
  At December 31, 1995, Tenneco Packaging operated 69 container plants, seven
folding carton plants and 12 corrugated containerboard and paperboard machines
at six mills. Two of the mills (located in Georgia and Wisconsin), including
substantially all of the equipment associated with both mills, are leased from
third parties. Tenneco Packaging also has eight molded fiber products plants,
one pressed paperboard plant, three lumber plants, one pole mill, three paper
stock plants, and 25 disposable plastic and aluminum container plants. Tenneco
Packaging's plants are located primarily in the United States. Its foreign
plants are located in Great Britain, Spain, Canada, Switzerland and Germany. In
the United States, Tenneco Packaging has a 50% ownership interest in a molded
fiber distribution company and in a hardwood chip mill. In addition, Tenneco
Packaging has a 50% interest in a folding carton plant in Dongguan, China, and
a 50% interest in a folding carton plant in Bucharest, Romania.
 
  In November 1995, Tenneco Packaging acquired the assets of Mobil
Corporation's plastics division for $1.3 billion. The business manufactures
HEFTY(R) trash bags and BAGGIES(R) food storage bags for the consumer market.
It also manufactures polystyrene foam foodservice containers, plates and meat
trays; clear take-out containers from thermoformed polystyrene packaging; and
polyethylene film products including liners, produce and retail bags, and
medical and industrial disposable packaging. The division employs 4,100 people
at 11 manufacturing plants and 16 distribution centers in the United States and
Canada.
 
  Additionally, during 1995 Tenneco Packaging made eight other domestic
acquisitions in the paperboard packaging segment in the United States and two
plastics acquisitions in the United Kingdom. The total purchase price for these
acquisitions was $196 million.
 
  Tenneco Packaging owns and licenses the rights under a number of domestic and
foreign patents and trademarks relating to its products and businesses. The
patents, trademarks and other intellectual property owned by Tenneco Packaging
are important in the manufacturing and distribution of its products.
 
  Generally, Tenneco Packaging faces intense competition from numerous
competitors and alternative products in each of its geographic and product
markets.
 
  The principal raw materials used by Tenneco Packaging in its mill operations
are virgin pulp and reclaimed paper stock and, in its specialty products
operations, aluminum and plastics. Tenneco Packaging obtains virgin pulp and
reclaimed paper stock from independent logging contractors, from timberlands
owned or controlled by it, from operation of its reclaimed paper stock
collecting and processing plants and from other sources. Tenneco Packaging
obtains aluminum rolling stock and plastic feed stock from various suppliers.
 
  At December 31, 1995, Tenneco Packaging owned 187,000 acres of timberland in
Alabama, Michigan, Mississippi and Tennessee and leased, managed or had cutting
rights on an additional 808,000 acres of timberland in those states (excluding
Michigan) and in Florida, Wisconsin and Georgia. During the years 1995, 1994
and 1993 approximately 31%, 20% and 22%, respectively, of the virgin fiber and
timber used by Tenneco Packaging in its operations was obtained from
timberlands controlled by it.
 
                                       10
<PAGE>
 
                           NEWPORT NEWS SHIPBUILDING
 
  Newport News Shipbuilding and Dry Dock Company ("Newport News"), a Tenneco
subsidiary located in Newport News, Virginia, is the largest privately owned
shipbuilding company in the United States. Its primary business is constructing
and overhauling nuclear-powered aircraft carriers for the United States Navy.
Newport News also overhauls and repairs U.S. Navy and commercial vessels and
refuels nuclear-powered ships. Newport News returned to the commercial
shipbuilding market with the October 1994 award of product tanker contracts
from a foreign owner for two ships. Options for two additional ships were
exercised in June 1995. Additionally, Newport News was awarded a contract to
construct five additional "Double Eagle" tankers which will be used in U.S.
domestic trade. In February 1996, the owners secured financing guarantees from
the Maritime Administration. Newport News is also pursuing international sales
of its fast frigate design and is currently being considered under
congressional budgets for additional submarine work. Newport News' shipbuilding
facilities are located on the James River on approximately 475 acres of
property which it owns.
 
  At December 31, 1995, the aggregate amount of Newport News' backlog of work
was approximately $4.6 billion (substantially all of which is U.S. Navy-
related), a decrease from the previous backlog of $5.6 billion as of December
31, 1994. Although cuts in naval shipbuilding have continued to put pressure on
the Newport News backlog, Newport News was successful in adding $1 billion in
new work during 1995. Major additions to the backlog included the overhaul
contract for the nuclear-powered aircraft carrier USS Eisenhower, two Double
Eagle product tankers and engineering design work for aircraft carriers and
submarines. At December 31, 1995, Newport News anticipated that it would
complete approximately $1.5 billion of the current backlog by December 31,
1996, and an additional $1.0 billion in 1997. The December 31, 1995, backlog of
Newport News included contracts for the construction of two Nimitz-class
aircraft carriers, scheduled for delivery in 1998 and 2002, and two Los
Angeles-class attack submarines to be delivered in 1996. The backlog also
included contracts for the construction of the four product tankers, the
conversion of two Sealift ships, and the Eisenhower overhaul. The present
backlog extends into 2002. For information concerning the impact of the
conversion work on Newport News' margins, see Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
 
  Newport News has various other contracts for U.S. Navy design work and for
industrial products. As is typical for similar Government contracts, all of
Newport News' contracts with the U.S. Navy are unilaterally terminable by the
U.S. Navy at its convenience with compensation for work completed and costs
incurred.
 
  To increase its competitiveness worldwide and in response to the anticipated
decline in U.S. Navy budgets, Newport News has reduced its workforce by
approximately 11,000 or 37% between December 31, 1990 and December 31, 1995.
 
  Newport News is aggressively pursuing new business opportunities and
attempting to expand its business base in light of the declining U.S. Navy
backlog; however, Newport News faces intense worldwide competition in its
efforts to enter new markets. During 1995, Newport News entered into contracts
to construct two additional product tankers. In addition it has a 40% interest
in a venture that will design, construct, own and operate a shipyard in Abu
Dhabi, United Arab Emirates. Construction of the shipyard is expected to be
completed in 1998. While the percentage of Newport News' total business for
commercial work is expected to increase, the U.S. Navy will continue to be its
primary customer. Newport News is pursuing new submarine design and
construction work, major U.S. Navy overhaul and repair work, new commercial
construction contracts, and foreign military sales. For additional information,
see Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
 
                                       11
<PAGE>
 
                                     OTHER
 
  Tenneco Credit Corporation purchases interest-bearing and noninterest-bearing
trade receivables from Tenneco's operating subsidiaries. Through June 1994, it
also purchased retail receivables generated primarily by retail sales of
products by Case Corporation ("Case"). At December 31, 1995, approximately $509
million of those Case retail receivables remained outstanding and are expected
to be substantially liquidated by 1999. Case services the retail receivables
purchased by Tenneco Credit Corporation, for which Case receives a monthly
servicing fee based on the amount of receivables outstanding at the beginning
of each month. Funding for Tenneco Credit Corporation is provided through the
private and public debt markets.
 
                               BUSINESS STRATEGY
 
  Since September 1991, Tenneco Inc. has focused on various initiatives and
taken steps designed to strengthen its financial results and improve its
financial flexibility and create greater returns to its stockholders. Asset
evaluation and redeployment have been and will continue to be important parts
of this strategy. Tenneco Inc. continues to study opportunities for the
strategic repositioning and restructuring of its operations (including through
acquisitions, dispositions, divestitures, spin-offs and joint venture
participation, wholly and partially, of various businesses). Tenneco Inc. has
expressed an intention to act on a broad range of options--spin-offs, sales,
public offerings, mergers, joint ventures and acquisitions--until it is
satisfied that its strategic mix and corporate structure maximize stockholder
value. These actions may include one, two or all of its businesses.
 
                             ENVIRONMENTAL MATTERS
 
  Tenneco Inc. estimates that its subsidiaries will make capital expenditures
for environmental matters of approximately $60 million in 1996 and that capital
expenditures for environmental matters will range from approximately $161
million to $201 million in the aggregate for the years 1997 through 2007.
 
  For information regarding environmental matters see Item 3, "Legal
Proceedings--Environmental Proceedings" and "--Potential Superfund Liability,"
Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Environmental Matters," and Note 15, "Commitments and
Contingencies" in the "Notes to Financial Statements." See also Note 1,
"Summary of Accounting Policies--Environmental Liabilities," in the "Notes to
Financial Statements."
 
                                       12
<PAGE>
 
ITEM 2. PROPERTIES.
 
  Reference is made to Item 1 for a description of Tenneco's properties.
 
  Tenneco believes that substantially all of its plants and equipment are, in
general, well maintained and in good operating condition. They are considered
adequate for present needs and as supplemented by planned construction are
expected to remain adequate for the near future.
 
  Tenneco Inc. is of the opinion that its subsidiaries have generally
satisfactory title to the properties owned and used in their respective
businesses, subject to liens for current taxes and easements, restrictions and
other liens which do not materially detract from the value of such property or
the interests therein or the use of such properties in their businesses.
 
ITEM 3. LEGAL PROCEEDINGS.
 
 (1) Environmental Proceedings.
 
  Tennessee is a party in proceedings involving federal and state authorities
regarding the past use by Tennessee of a lubricant containing polychlorinated
biphenyls ("PCBs") in its starting air systems. Tennessee has executed a
consent order with the EPA governing the remediation of certain of its
compressor stations and is working with the Pennsylvania and New York
environmental agencies to specify the remediation requirements at the
Pennsylvania and the New York stations. Tenneco believes that the ultimate
resolution of this matter will not have a material adverse effect on the
financial condition or results of operations of Tenneco Inc. and its
consolidated subsidiaries.
 
  In Commonwealth of Kentucky, Natural Resources and Environmental Protection
Cabinet v. Tennessee Gas Pipeline Company (Franklin County Circuit Court,
Docket No. 88-C1-1531, November 16, 1988), the Kentucky environmental agency
alleges that Tennessee discharged pollutants into the waters of the state
without a permit and seeks an injunction against future discharges and a civil
penalty. Counsel for Tenneco are unable to express an opinion as to its
ultimate outcome. Tenneco believes that the resolution of this issue will not
have a material adverse effect on its consolidated financial position or
results of operations.
 
  A subsidiary of Tennessee owns a 13.2% general partnership interest in
Iroquois Gas Transmission System, L.P. ("Iroquois"), which owns an interstate
natural gas pipeline from the Canadian border through the states of New York
and Connecticut to Long Island. The operator of the pipeline is Iroquois
Pipeline Operating Company (the "Operator"), a subsidiary of TransCanada
Pipelines, Ltd., an affiliate of TransCanada Iroquois, Ltd., which is also a
partner in Iroquois. Tennessee has a contract to provide gas dispatching as
well as post-construction field operation and maintenance services for the
Operator of Iroquois, but Tennessee is not the Operator and is not an affiliate
of the Operator.
 
  Iroquois has been informed of investigations and allegations regarding
alleged environmental violations which occurred during the construction of the
pipeline. Communications have been received from U.S. Attorneys' Offices, the
Enforcement Staff of the FERC's Office of the General Counsel, the Army Corps
of Engineers, the Public Service Commission of the State of New York, the EPA
and the Federal Bureau of Investigation. Proceedings have not been commenced
against Iroquois in connection with these inquiries. However, communications
have indicated possible allegation of civil and criminal violations. Iroquois
has held discussions with certain of the agencies to explore the possibility of
a negotiated resolution of the issues. In the absence of a negotiated
resolution, Iroquois believes that indictments will be sought and, in them,
substantial fines and other sanctions may be requested.
 
  As a general partner, Tennessee's subsidiary may be jointly and severally
liable with the other partners for the liabilities of Iroquois. The foregoing
proceedings and investigations have not affected pipeline operations. Based
upon information available to Tennessee, Tennessee believes that neither it nor
any of its subsidiaries is a target of the criminal investigation described
above. Further, while a global resolution of these inquiries could have a
material adverse effect on the financial condition of Iroquois, Tenneco
believes that the ultimate resolution of these matters will not have a material
adverse effect on the financial condition or results of operations of Tenneco
Inc. and its consolidated subsidiaries.
 
                                       13
<PAGE>
 
  On August 2, 1993, the Department of Justice filed suit against Tenneco
Packaging Inc. ("Tenneco Packaging") in the Federal District Court for the
Northern District of Indiana, alleging that wastewater from Tenneco Packaging's
molded fiber products plant in Griffith, Indiana, interfered with or damaged
the Town of Griffith's municipal sewage pumping station on two occasions in
1991 and 1993, resulting in discharges by the Town of Griffith of untreated
wastewater into a river. Tenneco Packaging and the Department of Justice have
agreed in principle to settle the suit. A consent decree is being negotiated by
Tenneco Packaging and the Department of Justice. Tenneco believes that the
resolution of this matter will not have a material adverse effect on the
financial condition or results of operations of Tenneco Inc. and its
consolidated subsidiaries.
 
 (2) Potential Superfund Liability.
 
  At December 31, 1995, Tenneco has been designated as a potentially
responsible party in 55 "Superfund" sites. With respect to its pro rata share
of the remediation costs of certain sites, Tenneco is fully indemnified by
third parties. With respect to certain other sites, Tenneco has sought to
resolve its liability through payments to the other potentially responsible
parties. For the remaining sites, Tenneco has estimated its share of the
remediation costs to be between $11 million and $69 million or 0.5% to 2.5% of
the total remediation costs for those sites and has provided reserves that it
believes are adequate for such costs. Because the clean-up costs are estimates
and are subject to revision as more information becomes available about the
extent of remediation required, Tenneco's estimate of its share of remediation
costs could change. Moreover, liability under the Comprehensive Environmental
Response, Compensation and Liability Act is joint and several, meaning that
Tenneco could be required to pay in excess of its pro rata share of remediation
costs. Tenneco's understanding of the financial strength of other potentially
responsible parties has been considered, where appropriate, in Tenneco's
determination of its estimated liability. Tenneco believes that the costs
associated with its current status as a potentially responsible party in the
Superfund sites described above will not be material to its consolidated
financial position or results of operations.
 
  For additional information concerning environmental matters, see the caption
"Environmental Matters" under Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and the caption "Environmental
Matters" under Note 15, in the "Notes to Financial Statements."
 
 (3) Other Proceedings.
 
  On October 14, 1993, Tennessee was sued in the State District Court of Ector
County, Texas, by ICA Energy, Inc. ("ICA") and TransTexas Gas Corporation
("TransTexas"). In that suit, ICA and TransTexas contended that Tennessee had
an obligation to purchase gas production which TransTexas thereafter attempted
to add unilaterally to the reserves originally dedicated to a 1979 gas
contract. An amendment to the pleading seeks $1.5 billion from Tennessee for
alleged damages caused by Tennessee's refusal to purchase gas produced from the
TransTexas leases covering the new production and lands. Neither ICA nor
TransTexas were original parties to that contract. However, they contend that
any stranger acquiring a fractional interest in the original committed reserves
thereby obtains a right to add to the contract unlimited volumes of gas
production from locations in South Texas. Tennessee filed a motion for summary
judgment, asserting that the Texas statutes of frauds precluded the plaintiffs
from adding new production or acreage to the contract. On May 4, 1995, the
trial court granted Tennessee's motion for summary judgment; the plaintiffs
have filed a notice of appeal. Thereafter, ICA and TransTexas filed a motion
for summary judgment on a separate issue involving the term "committed
reserves" and whether Tennessee has a contractual obligation to purchase gas
produced from a lease not described in the gas contract. On November 8, 1995,
the trial court granted ICA's and TransTexas' motion in part. That order, which
would be finalized upon conclusion of the trial, also held that ICA's and
TransTexas' rights are subject to certain limitations of the Texas Business and
Commerce Code. In addition to these defenses, which are to be resolved at
trial, Tennessee has other defenses which it has asserted and intends to
pursue. Tennessee has filed a Motion to Clarify the November 8, 1995 order
together with a new motion for partial summary judgment concerning the
committed reserve issue. The November 8, 1995 ruling does not affect the trial
court's previous May 4, 1995 order granting summary judgment to Tennessee.
 
  Tenneco Inc. and its subsidiaries are parties to numerous other legal
proceedings arising from their operations. Tenneco Inc. believes that the
outcome of these other proceedings, individually and in the aggregate, will
have no material effect on Tenneco's consolidated financial condition or
results of operations.
 
                                       14
<PAGE>
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
  No matters were submitted to a vote of security holders of Tenneco Inc.
during the fourth quarter of the fiscal year ended December 31, 1995.
 
ITEM 4.1 EXECUTIVE OFFICERS OF THE REGISTRANT.
 
  Set forth below is a list of the executive officers of Tenneco Inc. at
February 1, 1996. Each of such officers has served in the capacities indicated
below with Tenneco Inc. (or prior to a corporate reorganization in 1987 with
the then publicly held affiliate of Tenneco Inc. which bore the same name)
since the dates indicated below:
 
<TABLE>
<CAPTION>
NAME (AND AGE AT DECEMBER 31, 1995)              OFFICES HELD*             EFFECTIVE DATE OF TERM
-----------------------------------              -------------             ----------------------
<S>                                  <C>                                   <C>
Dana G. Mead (59)..............      Chairman                              May 1994
                                     Chief Executive Officer               February 1994
                                     Director                              April 1992
                                     Chairman of the Executive Committee   February 1994
                                     Member of the Executive Committee     May 1992
Theodore R. Tetzlaff (51)......      General Counsel                       July 1992
Stacy S. Dick (39).............      Executive Vice President              January 1996
Robert T. Blakely (54).........      Senior Vice President and Chief       July 1981
                                      Financial Officer
John J. Castellani (44)........      Senior Vice President--Government     March 1995
                                      Relations
Arthur H. House (53)...........      Senior Vice President--Corporate      March 1995
                                      Affairs
Peter Menikoff (54)............      Senior Vice President                 June 1994
Barry R. Schuman (54)..........      Senior Vice President--Human          March 1993
                                      Resources
Kenneth D. Allen (56)..........      Vice President                        March 1987
David T. Ellis (42)............      Vice President--Environment, Health   July 1995
                                      and Safety
Ilene S. Gordon (42)...........      Vice President--Operations            May 1994
Jack Lascar (41)...............      Vice President--Investor Relations    July 1994
Mark A. McCollum (36)..........      Vice President and Controller         May 1995
M. W. Meyer (56)...............      Vice President and Deputy General     August 1979
                                      Counsel
E. J. Milan (61)...............      Vice President                        October 1989
Karen R. Osar (46).............      Vice President and Treasurer          January 1994
Robert G. Simpson (43).........      Vice President--Tax                   May 1990
Stephen J. Smith (50)..........      Vice President--Human Resources       July 1994
Karl A. Stewart (52)...........      Vice President                        May 1991
                                     Secretary                             May 1986
S. D. Chesebro  (54)...........      Chairman of the Board--               November 1995
                                     Chief Executive Officer--             February 1994
                                      Tenneco Energy Inc.
William P. Fricks (51).........      Chief Executive Officer--             November 1995
                                     President--                           September 1994
                                      Newport News Shipbuilding and Dry
                                      Dock Company
R. A. Snell (54)...............      President and Chief Executive         September 1993
                                      Officer--Tenneco Automotive, a
                                      Division of Tennessee Gas Pipeline
                                      Company
Paul T. Stecko (51)............      President and Chief Executive         December 1993
                                      Officer--Tenneco Packaging Inc.
</TABLE>
--------
* Unless otherwise indicated, all offices held are with Tenneco Inc.
 
                                       15
<PAGE>
 
  Each of the executive officers of Tenneco Inc. has been continuously engaged
in the business of Tenneco Inc., its subsidiaries, affiliates or predecessor
companies during the past five years except that: (i) from 1986 to 1992, Dana
G. Mead was employed by International Paper Co., last serving in the capacity
of Executive Vice President; (ii) Theodore R. Tetzlaff has been a partner in
the law firm of Jenner & Block, Chicago, for more than five years; (iii) from
1985 to 1992, Stacy S. Dick was employed by The First Boston Corporation, last
serving in the capacity of Managing Director and from August 1992 to January
1996 he served as Senior Vice President--Strategy of Tenneco Inc.; (iv) from
1980 to 1992, John J. Castellani was employed by TRW Inc., last serving in the
capacity of Vice President of Government Relations and from August 1992 to
March 1995 he served as Vice President--Government Relations of Tenneco Inc.;
(v) from 1988 until his employment by Tenneco in 1992, Barry R. Schuman was
employed by Union Pacific Railroad Company, last serving in the capacity of
Vice President of Human Resources; (vi) from 1990 until 1992, Arthur H. House
served as Vice President, Corporate Communications of Aetna Life & Casualty
Company; from June 1992 until March 1995, he served as Vice President--
Corporate Affairs of Tenneco Inc.; (vii) from 1975 to 1994, Karen R. Osar was
employed by J. P. Morgan & Co., Inc., last serving in the capacity of Managing
Director--Corporate Finance Group; (viii) from 1980 to 1994, Mark A. McCollum
was employed by Arthur Andersen LLP, last serving as an Audit Partner and from
January 1995 to May 1995 he served as Vice President--Financial Analysis and
Planning of Tenneco Inc.; and (ix) from 1977 to 1993, Paul T. Stecko was
employed by International Paper Co., last serving as Vice President and General
Manager of Publications Papers, Bristols and Converting Papers.
 
  Tenneco Inc.'s Board of Directors is divided into three classes of directors
serving staggered three-year terms, with a minimum of eight directors and a
maximum of sixteen directors. At each annual meeting of stockholders,
successors to the directors whose terms expire at such meeting are elected.
Officers are elected at the annual meeting of directors held immediately
following the annual meeting of stockholders.
 
                                       16
<PAGE>
 
                                    PART II
 
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
 
  The outstanding shares of Common Stock, par value $5 per share, of Tenneco
Inc. (the "Common Stock") are listed on the New York, Chicago, Pacific,
Toronto, London, Paris, Frankfurt, Dusseldorf, Basel, Geneva and Zurich Stock
Exchanges.
 
  The following table sets forth the high and low sale prices of Common Stock
during the periods indicated on the New York Stock Exchange Composite
Transactions Tape and dividends paid per share of Common Stock during such
periods:
 
<TABLE>
<CAPTION>
                                                         SALE
                                                        PRICES
                                                       ------------    DIVIDENDS
                                                       HIGH    LOW       PAID
                                                       ----    ----    ---------
     <S>                                               <C>     <C>     <C>
     1994
      1st quarter..................................... $58 3/4 $51 1/2   $.40
      2nd quarter.....................................  54 7/8  45 1/8    .40
      3rd quarter.....................................  49 1/2  43 1/4    .40
      4th quarter.....................................  45 3/4  37        .40
     1995
      1st quarter..................................... $47 3/8 $42 1/4   $.40
      2nd quarter.....................................  48 5/8  45 1/8    .40
      3rd quarter.....................................  50 1/4  44 7/8    .40
      4th quarter.....................................  50 3/8  41 7/8    .40
</TABLE>
 
  On December 6, 1995, Tenneco Inc.'s Board of Directors declared a dividend of
$.45 per share payable on March 12, 1996, to the holders of record on February
23, 1996.
 
  The number of holders of Common Stock of record as of January 31, 1996, was
approximately 92,000.
 
  The declaration of dividends on Tenneco Inc. capital stock is at the
discretion of its Board of Directors. The Board has not adopted a dividend
policy as such; subject to legal and contractual restrictions, its decisions
regarding dividends are based on all considerations that in its business
judgment are relevant at the time, including past and projected earnings, cash
flows, economic, business and securities market conditions and anticipated
developments concerning Tenneco's business and operations. For additional
information concerning the payment of dividends by Tenneco Inc., see "Years
1995 and 1994 --Liquidity and Capital Resources--Dividends on Common Stock" in
Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
 
  Tenneco's cash flow and the consequent ability of Tenneco Inc. to pay any
dividends on the Common Stock is substantially dependent upon Tenneco's
earnings and cash flow available after its debt service and the availability of
such earnings to Tenneco Inc. by way of dividends, distributions, loans and
other advances. The instruments setting forth the rights of the holders of the
Preferred Stock and Junior Preferred Stock contain provisions restricting
Tenneco Inc.'s right to pay dividends and make other distributions on the
Common Stock. Certain of Tenneco Inc.'s subsidiaries have provisions under
financing arrangements and an investment agreement which limit the amount of
dividends that may be paid by them to Tenneco Inc. At December 31, 1995, such
amount was calculated to be approximately $3.7 billion. Tenneco Inc. is a party
to credit agreements containing provisions that limit the amount of dividends
paid on its common stock. At December 31, 1995, under the most restrictive
provisions contained in these credit agreements, Tenneco Inc. would be
permitted to pay dividends in excess of $300 million.
 
  Under applicable corporate law, dividends may be paid by Tenneco Inc. out of
"surplus" (as defined under the law) or, if there is not a surplus, out of net
profits for the year in which the dividends are declared or the preceding
fiscal year. At December 31, 1995, Tenneco Inc. had surplus of approximately
$2.4 billion for the payment of dividends, and Tenneco Inc. will also be able
to pay dividends out of any net profits for the current and prior fiscal year.
 
                                       17
<PAGE>
 
ITEM 6. SELECTED FINANCIAL DATA.
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
 
<TABLE>
<CAPTION>
                                        (MILLIONS EXCEPT SHARE AMOUNTS)
                          ------------------------------------------------------------------------
                            1995(A)      1994(A)         1993(A)          1992            1991
                          -----------  -----------     -----------     -----------     -----------
<S>                       <C>          <C>             <C>             <C>             <C>
STATEMENTS OF INCOME
 (LOSS) DATA(B):
 Net sales and operating
  revenues from
  continuing
  operations--
  Automotive............  $     2,479  $     1,989     $     1,785     $     1,763     $     1,668
  Energy................        1,916        2,378           2,862           2,183           2,183
  Packaging.............        2,752        2,184           2,042           2,078           1,934
  Shipbuilding..........        1,756        1,753           1,861           2,265           2,216
  Farm and construction
   equipment(c).........           --        3,881           3,748           3,829           4,449
  Other.................            5            3               6              39              34
  Intergroup sales......           (9)         (14)            (17)            (14)            (14)
                          -----------  -----------     -----------     -----------     -----------
   Total................  $     8,899  $    12,174     $    12,287     $    12,143     $    12,470
                          ===========  ===========     ===========     ===========     ===========
 Income (loss) from con-
  tinuing
  operations before in-
  terest expense,
  income taxes and mi-
  nority interest--
  Automotive............  $       240  $       223     $       222     $       237     $       188
  Energy................          333          415             411             360             561 (d)
  Packaging.............          430          209             139             221             139 (d)
  Shipbuilding..........          160          200             225             249             225
  Farm and construction
   equipment(c).........          110          326 (e)          82 (e)      (1,180)(e)      (1,079)(e)
  Other.................           96            6              18             (32)            (98)(e)
                          -----------  -----------     -----------     -----------     -----------
   Total................        1,369        1,379           1,097            (145)            (64)
 Interest expense (net
  of interest
  capitalized)..........          339          407             427             496             528
 Income tax expense.....          273          301             257              73              25
 Minority interest......           22           30              --              --              --
                          -----------  -----------     -----------     -----------     -----------
 Income (loss) from
  continuing
  operations............          735          641             413            (714)           (617)
 Income (loss) from dis-
  continued
  operations, net of in-
  come tax(f)...........           --         (189)             38             102            (115)
 Extraordinary loss, net
  of income tax.........           --           (5)            (25)            (12)             --
 Cumulative effect of
  changes in
  accounting principles,
  net of
  income tax............           --          (39)(g)          --            (699)(g)          --
                          -----------  -----------     -----------     -----------     -----------
 Net income (loss)......          735          408             426          (1,323)           (732)
 Preferred stock divi-
  dends.................           12           12              14              16              16
                          -----------  -----------     -----------     -----------     -----------
 Net income (loss) to
  common stock..........  $       723  $       396     $       412     $    (1,339)    $      (748)
                          ===========  ===========     ===========     ===========     ===========
 Average number of
  shares of common stock
  outstanding...........  173,995,941  180,084,909     168,772,852     144,110,151     122,777,910
 Earnings (loss) per
  average share of
  common stock--
  Continuing operations.  $      4.16  $      3.49     $      2.36     $     (5.07)    $     (5.15)
  Discontinued opera-
   tions................           --        (1.04)            .23             .72            (.94)
  Extraordinary loss....           --         (.03)           (.15)           (.08)             --
  Cumulative effect of
   changes in
   accounting princi-
   ples.................           --         (.22)             --           (4.86)             --
                          -----------  -----------     -----------     -----------     -----------
  Net earnings (loss)...  $      4.16  $      2.20 (h) $      2.44 (h) $     (9.29)(h) $     (6.09)
                          ===========  ===========     ===========     ===========     ===========
 Cash dividends paid per
  common share..........  $      1.60  $      1.60     $      1.60     $      1.60     $      2.80
</TABLE>
 
                                                  (Table continued on next page)
 
                                       18
<PAGE>
 
(Continued from previous page)
 
<TABLE>
<CAPTION>
                                                 (MILLIONS)
                         -----------------------------------------------------------
                            1995        1994        1993        1992        1991
                         ----------- ----------- ----------- ----------- -----------
<S>                      <C>         <C>         <C>         <C>         <C>
BALANCE SHEET DATA(B):
 Total assets........... $    13,451 $    12,542 $    15,373 $    16,584 $    18,696
 Short-term debt........         908         545       1,274       1,696       2,452
 Long-term debt.........       3,751       3,570       4,799       6,400       6,837
 Minority interest......         320         320         153         165         182
 Preferred stock with
  mandatory
  redemption provisions.         130         147         163         191         194
 Shareowners' equity....       3,148       2,900       2,601       1,330       2,774
STATEMENT OF CASH FLOWS
 DATA(B):
 Net cash provided by
  operating activities.. $     1,443 $       450 $     1,615 $       929 $       950
 Capital expenditures
  for continuing
  operations............         976         736         525         507         668
</TABLE>
--------
Notes: (a) For a discussion of significant items affecting comparability of
           the financial information for 1995, 1994 and 1993, see Item 7,
           "Management's Discussion and Analysis of Financial Condition and
           Results of Operations."
(b)    During 1995 and 1994, Tenneco completed several acquisitions at its
       various operating segments, the most significant of which was the
       acquisition of the plastics division of Mobil Corporation for $1.3
       billion by Tenneco Packaging in late 1995. See Note 2 to the Financial
       Statements of Tenneco Inc. and Consolidated Subsidiaries for further
       information on the Tenneco acquisitions.
(c)    In December 1994, Tenneco changed to the equity method of accounting
       for its farm and construction equipment segment due to a reduction in
       its ownership percentage in Case Corporation to below 50%. For
       additional information, see Notes 1 and 3 to the Financial Statements
       of Tenneco Inc. and Consolidated Subsidiaries.
(d)    For Tenneco Energy, includes a gain of $265 million related to the sale
       of its natural gas liquids business including its interest in an MTBE
       plant then under construction. Also, Tenneco Packaging recorded a gain
       of $42 million related to the sale of three short-line railroads.
(e)    Includes restructuring charge of $920 million related to farm and
       construction equipment in 1992 reduced by $20 million in 1993 and $16
       million in 1994. Additionally, a $473 million restructuring charge was
       recorded in 1991, of which $461 million related to farm and
       construction equipment and $12 million related to other.
(f)    Discontinued operations reflected in the above periods includes
       Tenneco's chemicals and brakes operations, which were discontinued
       during 1994, and its minerals and pulp chemicals operations, which were
       discontinued in 1992. In addition, certain additional costs related to
       Tenneco's discontinued oil and gas operations were reflected in the
       1991 results.
(g)    In 1994, Tenneco adopted Statement of Financial Accounting Standards
       ("FAS") No. 112, "Employers' Accounting for Postemployment Benefits".
       In 1992, Tenneco adopted FAS No. 106, "Employers' Accounting for
       Postretirement Benefits Other Than Pensions," and FAS No. 109,
       "Accounting for Income Taxes."
(h)    For purposes of computing earnings per share, Series A preferred stock
       was included in average common shares outstanding until its conversion
       into common stock in December 1994; therefore, the preferred dividends
       paid were not deducted from net income (loss) to determine net income
       (loss) to common stock. The inclusion of Series A preferred stock in
       the computation of earnings per share was antidilutive for the years
       and certain quarters in 1994, 1993 and 1992. Other convertible
       securities and common stock equivalents outstanding during each of the
       five years ended December 31, 1995, 1994, 1993, 1992 and 1991 were not
       materially dilutive.
 
                                      19
<PAGE>
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
 
  The following review of Tenneco's financial condition and results of
operations should be read in conjunction with the financial statements and
related notes of Tenneco Inc. and Consolidated Subsidiaries presented on pages
38 to 72.
 
YEARS 1995 AND 1994
 
1995 STRATEGIC ACTIONS
 
  During 1995, Tenneco continued implementing its strategy to redeploy capital
from non-core assets into less cyclical, higher-growth businesses. The
following asset dispositions were completed or announced during 1995:
 
  . In March 1995, Tenneco completed the initial public offering of its
    Albright & Wilson chemicals segment, resulting in net proceeds of
    approximately $700 million. The loss on the sale, which was recorded in
    December 1994 as "discontinued operations", was $170 million, including
    income tax expense of $115 million.
 
  . Tenneco sold approximately 16.1 million shares of Case Corporation
    ("Case") common stock in a public offering in August 1995, reducing
    Tenneco's ownership in Case from 44 percent to 21 percent. The net
    proceeds from the offering were approximately $540 million, resulting in
    a pre-tax gain of $101 million. Also, in December 1995, Tenneco sold a
    subordinated note which had been received from Case in connection with
    the initial public offering ("IPO") of Case in June 1994. Tenneco
    realized a gain on the sale of the subordinated note of $32 million; net
    proceeds from the sale of the subordinated note were $326 million. Since
    Tenneco had capital loss carryforwards from the 1994 Case reorganization
    and IPO available to offset the taxes on these 1995 sales, no taxes were
    payable on these transactions.
 
  . In December 1995, Tenneco Energy sold its 50 percent interest in Kern
    River Gas Transmission Company ("Kern River"), a joint venture that owns
    a 904-mile pipeline extending from Wyoming to California. The sales price
    was $206 million, resulting in a pre-tax gain of $30 million.
 
  Tenneco acquired or announced intentions to acquire several new businesses
during 1995, including:
 
  . Tenneco Packaging acquired the plastics business of Mobil Corporation
    ("Mobil") which is the largest North American producer of polyethylene
    and polystyrene packaging on November 17, 1995 for $1.3 billion. Its
    consumer products are marketed under the HEFTY(R), KORDITE(R) and
    BAGGIES(R) brand names. The acquired plastics business is also a leader
    in polystyrene foam packaging, thermoformed polystyrene packaging and
    polyethylene film products for food service and industrial consumers. In
    addition to this acquisition, Tenneco Packaging acquired two plastics
    packaging operations in the United Kingdom for $25 million during 1995.
 
  . Tenneco Packaging also completed eight acquisitions in the paperboard
    packaging business during 1995 for $171 million in cash, notes and
    Tenneco Inc. common stock.
 
  . Tenneco Energy acquired the natural gas pipeline assets of the Pipeline
    Authority of South Australia ("PASA"), which includes a 488-mile
    pipeline, in June 1995 for approximately $225 million and a 50 percent
    interest in two gas-fired cogeneration plants from ARK Energy for
    approximately $65 million in cash and Tenneco Inc. common stock.
 
  . Tenneco Automotive acquired an exhaust company and a catalytic converter
    company in 1995 for $40 million and entered into two ride control joint
    ventures for $14 million. Tenneco Automotive also announced that it will
    acquire two additional ride control companies for $36 million in 1996.
 
                                       20
<PAGE>
 
  During 1995, Tenneco completed the $500 million common stock repurchase
program announced in December 1994. Also, in 1995, Tenneco announced two
additional share buyback programs, one for up to 3 million shares and another
for 2.5 million shares. These programs are designed to offset the growth in
common shares resulting from shares issued pursuant to employee benefit plans.
The 3 million share repurchase program was completed in 1995. Since December
1994, Tenneco repurchased a total of 14.3 million common shares at a cost of
$646 million.
 
  Tenneco has expressed an intention to act on a broad range of options--spin-
offs, sales, public offerings, mergers, joint ventures and acquisitions--until
it is satisfied that its strategic mix and corporate structure maximize
shareowner value. These actions may include one, two or all of its businesses.
 
RESULTS OF OPERATIONS
 
  Tenneco's income from continuing operations in 1995 of $735 million improved
by 15 percent compared to $641 million in 1994. Improved results from Tenneco
Packaging and Tenneco Automotive and income from sales of assets and businesses
were partially offset by declines in results at Tenneco Energy and Newport News
Shipbuilding, all of which are discussed below.
 
  Earnings per share from continuing operations improved by 19 percent to $4.16
per average common share in 1995 from $3.49 in 1994. Average common shares
outstanding during 1995 were 174 million, a 3 percent decrease from 1994
primarily resulting from Tenneco's share repurchase programs.
 
  In 1994, Tenneco recorded a loss of $189 million or $1.04 per share on the
discontinued operations of its Albright & Wilson chemicals business and Tenneco
Automotive's brake operations. An extraordinary loss of $5 million or $.03 per
share was incurred in 1994 for early retirement of debt. Also, 1994 results
included a charge of $39 million or $.22 per share for the adoption of a new
accounting principle. No similar costs were incurred in 1995. Net income to
common stock in 1995 was $723 million or $4.16 per share compared to net income
to common stock of $396 million or $2.20 per share in 1994.
 
NET SALES AND OPERATING REVENUES
 
<TABLE>
<CAPTION>
                                                                 1995    1994
                                                                ------  -------
                                                                  (MILLIONS)
      <S>                                                       <C>     <C>
      Automotive............................................... $2,479   $1,989
      Energy...................................................  1,916    2,378
      Packaging................................................  2,752    2,184
      Shipbuilding.............................................  1,756    1,753
      Farm and construction equipment..........................     --    3,881
      Other....................................................     (4)     (11)
                                                                ------  -------
                                                                $8,899  $12,174
                                                                ======  =======
</TABLE>
 
  Revenues for farm and construction equipment (Case) are not included in
Tenneco's consolidated results in 1995. Tenneco consolidated the results of
Case through November 1994, when Tenneco reduced its ownership in Case to 44%.
Since that time, Tenneco has recorded its share of Case's results using the
equity method of accounting. Excluding Case, Tenneco's 1995 revenues increased
$606 million and have benefited from strong market conditions in the packaging
industry along with revenues from acquisitions made in late 1994 and 1995.
These increases more than offset lower natural gas sales at Tenneco Energy. The
results of each segment are discussed in detail below.
 
                                       21
<PAGE>
 
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES AND MINORITY INTEREST (OPERATING
INCOME)
 
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                  ------ ------
                                                                   (MILLIONS)
      <S>                                                         <C>    <C>
      Automotive................................................. $  240 $  223
      Energy.....................................................    333    415
      Packaging..................................................    430    209
      Shipbuilding...............................................    160    200
      Farm and construction equipment............................    110    326
      Other......................................................     96      6
                                                                  ------ ------
                                                                  $1,369 $1,379
                                                                  ====== ======
</TABLE>
 
  Tenneco's 1995 operating income decreased by $10 million compared with 1994.
Tenneco Packaging benefited from favorable market conditions in the packaging
industry and Tenneco Automotive improved as European original equipment and
aftermarkets performed well. Also, Tenneco realized gains on sales of assets
and businesses in 1995 that were in excess of amounts earned in 1994. These
increases were offset by lower operating income at Tenneco Energy in both its
regulated and nonregulated businesses and at Newport News Shipbuilding due to
lower margins on conversion work, costs incurred to enter the highly
competitive international commercial shipbuilding markets and a charge for
staff downsizing. In addition, Tenneco's share of Case's earnings declined from
$326 million in 1994 to $110 million in 1995 as Tenneco reduced its ownership
in Case. The results of each segment are discussed in detail below.
 
  Significant transactions affecting the comparability of operating income
between 1995 and 1994 are:
 
  . Pre-tax gains on sales of assets and businesses of $162 million in 1995
    (primarily the sale of Case common stock, a subordinated note received
    from Case in connection with the IPO, a mill in North Carolina and
    Tenneco Energy's interest in Kern River) compared with gains of $50
    million in 1994 (primarily from the Case initial and secondary public
    offerings and the sale of a 20 percent interest in Tenneco Energy
    Resources Corporation ("Tenneco Resources")).
 
  . Reserves established in 1995 of $25 million for the liquidation of
    surplus real estate holdings and notes, $30 million for estimated
    regulatory and legal settlement costs at Tenneco Energy, $30 million for
    restructuring at Tenneco Packaging's molded fiber and aluminum foil
    packaging operations and $24 million in charges at Newport News
    Shipbuilding related to staff downsizing and costs related to entering
    the highly competitive international commercial markets.
 
  . A gain from a 1994 contract settlement between Tenneco Energy and
    Columbia Gas Transmission Corporation ("Columbia Gas") of $11 million.
 
  . Charges in 1994 of $22 million at Tenneco Automotive for a plant closing
    in Ohio and consolidations in Europe associated with the acquisition of
    Heinrich Gillet GmbH & Co. KG ("Gillet"), the German exhaust
    manufacturer.
 
TENNECO AUTOMOTIVE
 
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
   <S>                                                             <C>    <C>
   Revenues....................................................... $2,479 $1,989
   Operating income............................................... $  240 $  223
</TABLE>
 
  Revenues from Tenneco Automotive's original equipment business increased
during 1995 by $419 million to $1,155 million. Eighty-three percent, or $346
million, of this increase resulted from revenues of Gillet. European original
equipment volumes were up significantly in 1995 where Gillet is the leading
original equipment manufacturer of exhaust components. In North America, ride
control sales increased eleven percent and exhaust sales increased four percent
in 1995.
 
                                       22
<PAGE>
 
  Operating income in the original equipment business for 1995 decreased by $5
million to $53 million compared with 1994. The 1994 operating income included a
$5 million charge recorded for a plant closing. The addition of Gillet
contributed $16 million to operating income in 1995. The remainder of the
operating income change in 1995 is due primarily to a high level of costs
related to new product launches. Tenneco Automotive completed 68 product
launches for 1996 model year vehicles in 1995, more than twice the normal
levels, which strained plant capabilities and adversely affected 1995 earnings.
In connection with the new product launches, Tenneco Automotive incurred
additional costs of $10 million in 1995 including those related to a new
process, hydroforming. Hydroforming is a liquid, high-pressure process for
bending and shaping metal parts not available with traditional manufacturing
technology.
 
  Aftermarket revenues increased $71 million to $1,324 million in 1995. This
increase was due primarily to higher aftermarket revenues in both the European
exhaust and ride control businesses, resulting from improved economic
conditions in many European countries. North American aftermarket revenues were
down 5% in 1995.
 
  Operating income in the aftermarket business was $187 million for 1995
compared with $165 million for the prior year. Tenneco Automotive recorded a
charge of $17 million in 1994 related to plant consolidations associated with
the Gillet acquisition. Excluding this charge, aftermarket operating income
increased $5 million compared with 1994. The positive impact of higher sales
volumes in Europe was offset by the negative impact of lower North American
sales. Industry-wide, the North American aftermarket experienced its sharpest
decline in more than a decade. The unusually mild winter weather in 1995 in the
Northeast and Midwest slowed automotive parts replacement rates.
 
OUTLOOK
 
  The consolidation of the exhaust operations of Walker Europe and Gillet which
was undertaken during 1995 is substantially complete and is expected to result
in improved earnings from the European original equipment business in 1996.
Also, Tenneco Automotive's international expansion, including joint ventures in
India and China, acquisitions in Spain and Australia and new international
plants such as the new ride control plant in Mexico, are expected to contribute
to future earnings. Tenneco Automotive anticipates higher original equipment
volumes as a result of the high level of new product launches undertaken in
1995 and interest by additional customers in hydroforming technology. Tenneco
also anticipates the North American aftermarket to improve to more normal
activity levels in 1996.
 
TENNECO ENERGY
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
   <S>                                                             <C>    <C>
   Revenues....................................................... $1,916 $2,378
   Operating income............................................... $  333 $  415
</TABLE>
 
  The regulated portion of Tenneco Energy's business experienced a decline in
revenues from $918 million in 1994 to $761 million in 1995. Lower regulated
merchant gas sales along with a small decrease in transportation revenues
caused the decline. Under Federal Energy Regulatory Commission ("FERC") Order
636, customers assume the responsibility for acquiring their gas supplies,
reducing sales by the pipeline. The contract settlement reached with Columbia
Gas in 1994 as part of its bankruptcy proceedings reduced its contract volume,
contributing to the transportation revenue decline in 1995.
 
  Operating income in the regulated portion of Tenneco Energy's business was
down by $27 million in 1995 as compared to 1994. The 1995 results included the
$30 million pre-tax gain on the sale of Tenneco's interest in Kern River and a
$21 million reserve for estimated regulatory and legal settlement costs while
1994 included the $11 million benefit from the Columbia Gas contract
settlement. Excluding these transactions, Tenneco Energy's regulated business
operating income decrease was primarily due to the
 
                                       23
<PAGE>
 
reduction of revenues related to the early termination of transportation
contracts and lower returns earned on regulated assets due to the operating
environment created by Order 636. This decrease was partially offset by the
benefit Tennessee realized through the implementation of a new rate structure
in July 1995.
 
  Revenues in Tenneco Energy's nonregulated businesses were $1,155 million,
down $305 million compared with 1994. Average natural gas prices were lower in
1995 compared with 1994, contributing approximately $175 million to the revenue
decrease. Natural gas volumes declined also, contributing $148 million to the
revenue decrease. Warmer weather in early 1995 resulted in lower levels of
storage activity during the year, decreasing demand for natural gas and forcing
prices lower. These effects were offset somewhat by $18 million in revenues
earned by the PASA assets which were acquired by Tenneco Energy in June 1995.
 
  The 1995 operating income for the nonregulated business decreased $55 million
compared with 1994. Operating income in 1994 included a $23 million gain from
the sale of a 20 percent interest in Tenneco Resources to Ruhrgas AG. The
remainder of the operating income decline was due to increased startup and
development costs on international programs, a $9 million reserve for estimated
legal settlement costs and lower margins and volumes due to lower demand in gas
marketing. Tenneco Energy operating results included $9 million in income from
operating the PASA assets during the last half of 1995.
 
OUTLOOK
 
  During 1995, Tenneco Energy sold its interest in Kern River and purchased the
PASA assets in Australia. Tenneco Energy also began construction during 1995 of
a 470-mile pipeline in Queensland, Australia, has been chosen to participate in
constructing a pipeline from Bolivia to Brazil, is participating in feasibility
studies for the construction of a pipeline in Taiwan and was selected as a
technical advisor for the construction of China's first major onshore natural
gas pipeline. Tenneco Energy and its partners continue to pursue pre-
construction commitments from prospective natural gas shippers and obtaining
right-of-way concessions for the construction of the Argentina to Chile
pipeline. Also, Tenneco Energy has acquired a stake in GreyStar Corp., a
Houston-based offshore services company that serves production and pipeline
facilities in the Gulf of Mexico. These actions are intended to reduce Tenneco
Energy's reliance on regulated businesses, increasing the opportunity to earn
higher returns.
 
  The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, Tenneco Energy's
interstate pipelines face competitive pressure from other major pipeline
systems, enabling local distribution companies and end users to choose a
supplier or switch suppliers based on the short term price of gas and the cost
of transportation. Competition between pipelines is particularly intense in
Midwestern Gas Transmission's Chicago and Northern Indiana markets, in East
Tennessee Natural Gas' Roanoke, Chattanooga and Atlanta markets, and in
Tennessee Gas Pipeline Company's ("Tennessee") supply area, Louisiana and
Texas. In some instances, Tenneco Energy's pipelines have been required to
discount their transportation rates in order to maintain their market share.
Additionally, transportation contracts representing approximately 70 percent of
firm transportation capacity will be expiring over the next five years,
principally in the year 2000. The renegotiation of these contracts may be
impacted by these competitive factors.
 
TENNECO PACKAGING
 
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
   <S>                                                             <C>    <C>
   Revenues....................................................... $2,752 $2,184
   Operating income............................................... $  430 $  209
</TABLE>
 
  Tenneco Packaging's paperboard business experienced excellent results during
1995. Revenues were up $399 million to $1,928 million in 1995, primarily as a
result of strong pricing improvements. As a result of the move into higher
margin graphics and specialty corrugated segments, Tenneco Packaging realized
higher
 
                                       24
<PAGE>
 
revenues on comparable volumes. In addition, strong industry demand for
linerboard and corrugated products served to substantially increase prices for
those products in 1995 and contributed to record revenues.
 
  Operating income in the paperboard business improved by $260 million to $399
million in 1995. This improvement includes the 1995 pre-tax gain of $14
million on the sale of a mill in North Carolina. Effective mix management
allowed Tenneco Packaging to absorb rapidly rising raw material prices for
corrugated products while posting increased margins. Additionally, Tenneco
Packaging continued to post new productivity gains, especially in the
operation of its containerboard mills, resulting in record operating margins
in 1995.
 
  Revenues in Tenneco Packaging's specialty packaging business increased by
$169 million to $824 million during 1995. Revenues of $106 million from the
recently acquired plastics business (November 1995) are included in the
results of the specialty packaging business. The remainder of the revenue
increase over 1994 results from price increases realized during the year.
 
  The specialty packaging business earned $31 million in operating income in
1995, a $39 million decrease compared to 1994 results. Specialty packaging
recorded a restructuring charge of $30 million in 1995 for its molded fiber
and aluminum foil packaging operations and recognized income from the recently
acquired plastics business of $15 million. Excluding these two items, the
decline in operating income for specialty packaging resulted from raw material
cost increases that more than offset the positive effects of the pricing
increases initiated during the year. The major contributors to the raw
material cost increases were higher prices for polystyrene, aluminum and old
newspaper. However, these prices declined during the second half of the year
and are expected to remain at their current lower levels.
 
  In its restructuring actions, specialty packaging expects to complete in
1996 a realignment of molded fiber assets, enter into joint venture agreements
to reduce egg packaging and fruit tray costs and close an aluminum rolling
mill, whose production will be outsourced.
 
OUTLOOK
 
  The plastics business is expected to be a major contributor to earnings. Its
revenues, combined with specialty packaging's existing business, will comprise
approximately one-half of Tenneco Packaging's revenues in 1996. The plastics
business is expected to generate less cyclical earnings than the paperboard
segment has historically. Tenneco Packaging has also been working to reduce
the cyclicality of its paperboard business. Four of the paperboard
acquisitions completed in 1995 were in enhanced graphics and displays, a
business less sensitive to changes in linerboard pricing. These acquisitions,
along with the corrugated requirements of the recently acquired plastics
business, have increased Tenneco Packaging's level of integration, reducing
exposure to linerboard pricing volatility. Tenneco Packaging expects some
softening in the paperboard market in the first and second quarters of 1996
followed by an improvement in the second half of the year.
 
NEWPORT NEWS SHIPBUILDING
 
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
   <S>                                                             <C>    <C>
   Revenues....................................................... $1,756 $1,753
   Operating income............................................... $  160 $  200
</TABLE>
 
  Shipbuilding revenues for 1995 increased slightly compared with 1994 due to
greater levels of activity on the conversion program, offset by lower carrier
and submarine program revenues. Construction activity on the Los Angeles-class
submarines declined in 1995 as two of the remaining four vessels were
delivered during the year. Carrier activity declined for the year as 1994
activity included the overhaul of the Enterprise;
 
                                      25
<PAGE>
 
the overhaul of the Eisenhower began in the third quarter of 1995 and
construction activity on the Ronald Reagan replaced construction of the John C.
Stennis which was delivered in the fourth quarter of 1995.
 
  Operating income for the Shipbuilding segment was down for the year due to
lower margins for conversion work and costs of approximately $24 million
incurred related to staff downsizing and Newport News' reentry into the highly
competitive international commercial markets.
 
OUTLOOK
 
  Shipbuilding will continue to rely on the U.S. Navy for a significant amount
of its revenue; however, Shipbuilding is actively pursuing the large, global
commercial and military markets. Newport News has contracts to build four
"Double Eagle" product tankers. Additionally, Newport News was awarded a
contract to construct five additional "Double Eagle" tankers which will be used
in U.S. domestic trade. In February 1996, the owners secured financing
guarantees from the Maritime Administration. Shipbuilding is also pursuing
sales of its fast frigate to Middle East and Pacific Rim countries. U.S. Navy
work accounted for 95 percent of Shipbuilding revenues in 1995.
 
  The shipyard's backlog was $4.6 billion at December 31, 1995 substantially
all of which is U.S. Navy-related. This compares with $5.6 billion at the end
of 1994. During 1995, Shipbuilding delivered one aircraft carrier (John C.
Stennis) and two submarines.
 
  The yearend backlog included two Los Angeles-class submarines, two Nimitz-
class aircraft carriers (Harry S. Truman and Ronald Reagan), the two ship
Sealift conversion contract and contracts to construct four "Double Eagle"
product tankers. In addition, Newport News has ongoing engineering contracts as
the lead design yard for the Los Angeles-class and Seawolf-class submarines.
Subject to new orders, this backlog will decline as the remaining submarines
are delivered in 1996 and the aircraft carriers are delivered in 1998 and 2002.
 
CASE AND OTHER
 
  Tenneco recorded $110 million in income for 1995 related to its equity
ownership in Case which was approximately 44 percent through July and 21
percent for the remainder of the year. During 1994, when Tenneco owned 100
percent of Case through June, 71 percent through November and 44 percent in
December, Tenneco recorded $326 million in operating income related to its farm
and construction equipment segment.
 
  Tenneco's other operations reported operating income of $96 million during
1995. This included the $101 million gain on the August 1995 sale of Case
common stock, the $32 million gain on the sale of the Case subordinated note
and a $25 million charge to establish a reserve for liquidation of surplus real
estate holdings and notes. During 1994, other operations reported $6 million in
operating income, which included pre-tax gains of $29 million from the Case
initial and secondary public offerings.
 
INTEREST EXPENSE (NET OF INTEREST CAPITALIZED)
 
  Tenneco's interest expense in 1995 was $339 million compared with $407
million in 1994. Excluding the interest expense of $68 million related to Case
which was included in Tenneco's 1994 income prior to deconsolidation of Case in
November, interest expense was the same between periods. Interest capitalized
was $9 million in 1995 compared with $6 million in 1994 due to higher levels of
capital spending in 1995.
 
MINORITY INTEREST
 
  Minority interest of $22 million in 1995 related to dividends on preferred
stock of a U.S. subsidiary which was issued in December 1994. The $30 million
of minority interest in 1994 resulted primarily from the minority shareholders'
interest in Case's net income for the July through November period when Tenneco
owned 71 percent of Case.
 
                                       26
<PAGE>
 
INCOME TAXES
 
  The 1995 effective tax rate was 26.5%, compared with 31.0% in 1994. This
decline resulted primarily from recognition of $154 million in capital loss
carryforwards which Tenneco was able to utilize in connection with several 1995
transactions, including the August 1995 sale of Case stock, the Case
subordinated note sale and the Kern River sale.
 
DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS
 
  In 1994, Tenneco sold its brakes operations and announced its plan to dispose
of Albright & Wilson, its chemicals segment. These businesses were accounted
for as discontinued operations in 1994. Of the after-tax loss from discontinued
operations, $158 million was attributable to Albright & Wilson and $31 million
to the brakes operations.
 
  In June 1994, Tenneco realized an extraordinary loss of $5 million, net of a
$2 million tax benefit, for the redemption premium resulting from the
prepayment of debt.
 
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
 
  Effective January 1, 1994, Tenneco adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits," using the cumulative catch-up method.
It requires employers to account for postemployment benefits for former or
inactive employees after employment but before retirement on the accrual basis
rather than the "pay-as-you-go" basis. As a result of adopting this statement,
an after-tax charge of $39 million, or $.22 per average common share, was
recorded in 1994.
 
  Tenneco will adopt FAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," in the first quarter of
1996. FAS No. 121 establishes new accounting standards for measuring the
impairment of long-lived assets. Adoption of the new standard will not have a
material effect on Tenneco's consolidated financial position or results of
operations.
 
  In October 1995, the Financial Accounting Standards Board issued FAS No. 123,
"Accounting for Stock-Based Compensation." This statement defines a fair value
based method of accounting for stock issued to employees and others but also
allows companies to choose to continue to measure compensation cost for such
plans as it is measured currently. Tenneco has elected to continue to use the
current method of accounting for stock issued to employees. Consequently, FAS
No. 123 will have no impact on Tenneco's consolidated financial position or
results of operations.
 
LIQUIDITY AND CAPITAL RESOURCES
 
CASH FLOW
 
<TABLE>
<CAPTION>
      CASH PROVIDED (USED) BY:                                    1995   1994
      ------------------------                                   ------  ----
                                                                 (MILLIONS)
      <S>                                                        <C>     <C>
      Operating activities...................................... $1,443  $450
      Investing activities...................................... (1,146) (117)
      Financing activities......................................   (356) (151)
</TABLE>
 
  Tenneco's operating results, combined with proceeds from sales of assets and
businesses, and supplemented by short-term and long-term borrowings, have
provided funds for acquisitions and capital investments in existing businesses
and to repurchase its common stock. Operating cash flow for 1995 improved as
Tenneco generated $858 million from the collection and sale of customer
receivables compared with cash used in 1994 of $417 million. This increase was
due primarily to trade receivables sold to Asset Securitization Cooperative
Corporation, which were $783 million higher in 1995 compared with 1994. The
increase in collections of receivables was also due in part to the collection
of approximately $300 million of Case retail receivables in 1995. Operating
cash flow in 1995 also benefited from lower interest and tax
 
                                       27
<PAGE>
 
payments compared with 1994. Interest payments were $154 million lower and tax
payments were $72 million lower compared with payments in 1994. Sales of
businesses and assets, primarily the Albright & Wilson chemicals operations,
16.1 million shares of Case common stock and the Case subordinated note,
provided an additional $1,623 million of cash during the year. Finally, Tenneco
accessed its credit facilities, the commercial paper market and the long-term
debt markets during 1995 for $1,016 million. Included in the $1,016 million of
debt funding obtained during the year was $600 million in long-term debt issued
in December 1995; $300 million issued at an interest rate of 7 1/4% due in 2025
and $300 million issued at an interest rate of 6 1/2% due in 2005.
 
  Cash used for business acquisitions during 1995 totaled $1,702 million. The
largest single transaction was the acquisition of the plastics business from
Mobil by Tenneco Packaging for $1.3 billion. However, the Energy and Automotive
segments also made acquisitions during the year. Further, Tenneco invested $976
million in capital expenditures in its existing businesses during the year.
Capital expenditures during the year included $208 million for Automotive, $334
million for Energy, $316 million for Packaging, $77 million for Shipbuilding
and $41 million related to Tenneco's other operations. Capital expenditures
were higher at Automotive, Packaging and Shipbuilding during 1995 while Energy
capital expenditures were approximately the same as the prior year.
 
  Besides business expansion, Tenneco used its cash flow during the year for
the scheduled retirement of $513 million in long-term debt, to reacquire
Tenneco Inc. common stock for $655 million and to pay $286 million in dividends
on its common and preferred stock.
 
  During 1994, Tenneco's cash sources included operating cash flow of $450
million and $860 million in proceeds from sales of businesses and assets
(primarily the Case initial and secondary public offerings for $694 million).
During 1994, Tenneco acquired Gillet for $44 million in cash and other
businesses for $7 million. Capital expenditures were $736 million for
continuing operations. Tenneco had a net reduction of $111 million in debt
(primarily as a result of the Case offerings and deconsolidation of Case) and
paid dividends on its common and preferred stock of $318 million.
 
LIQUIDITY
 
  Tenneco and its consolidated subsidiaries had, at December 31, 1995,
committed credit agreements providing for $2,522 million of borrowing capacity.
Of these facilities, $2.0 billion are committed through 1999. As of December
31, 1995, $393 million of borrowings were outstanding under these facilities.
The availability of borrowings under Tenneco's agreements and facilities is
subject to its ability at the time to meet certain specified conditions, which
Tenneco believes it currently meets. These conditions include compliance with
the financial covenants and ratios required by such agreements, absence of
default under such agreements, and continued accuracy of the representations
and warranties contained in such agreements (including the absence of any
material adverse changes since the specified dates).
 
  Tenneco's current liabilities exceeded current assets at December 31, 1995.
The decrease in working capital resulted primarily from a tax audit settlement
payment made in January 1996 and the short-term debt borrowed to finance the
recently acquired plastics business. The financing for this acquisition is
discussed below under "Capitalization."
 
  In connection with the implementation of FERC Order 636 and the resolution of
the GSR costs issues, Tenneco intends to put in place, as needed, financing
arrangements to fund needs arising from timing differences between recovery
from pipeline customers and payments for transition costs. The actual cash
required will depend upon negotiations between Tennessee, its customers and
suppliers.
 
  Based upon Tenneco's estimates of anticipated funding needs and expected
results of its operations, together with anticipated market conditions and
including any payments associated with the settlement of
 
                                       28
<PAGE>
 
the GSR issues discussed below, Tenneco expects adequate sources of funds to be
available to finance its future requirements through internally generated
funds, the sale of assets, the use of credit facilities, and the issuance of
long-term securities.
 
CAPITALIZATION
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                  ------ ------
                                                                   (MILLIONS)
      <S>                                                         <C>    <C>
      Short-term debt and current maturities..................... $  908 $  545
      Long-term debt.............................................  3,751  3,570
      Minority interest..........................................    320    320
      Preferred stock............................................    130    147
      Common shareowners' equity.................................  3,148  2,900
                                                                  ------ ------
      Total capitalization....................................... $8,257 $7,482
                                                                  ====== ======
</TABLE>
 
  The primary reason for the net increase in debt outstanding is the debt
issued for the acquisition of the plastics business from Mobil. Tenneco
initially funded this acquisition primarily with short-term debt. In December
1995, Tenneco issued $600 million of long-term debt to refinance a portion of
the purchase price.
 
  Tenneco's ratio of debt to total capitalization at December 31, 1995 was 56.4
percent compared to 55.0 percent at December 31, 1994. Including the market
value of the SECT shares, the ratio of total debt to total capitalization at
December 31, 1995 was 55.0 percent compared to 52.9 percent at December 31,
1994.
 
DIVIDENDS ON COMMON STOCK
 
  Tenneco Inc. declared dividends on its common shares of $.40 per share for
each quarter in 1995. In December 1995, the Board of Directors declared a
dividend of $.45 per share for the first quarter of 1996, an increase of 12.5
percent over the previous indicated quarterly rate. Declaration of dividends is
at the discretion of the Board of Directors. The Board has not adopted a
dividend policy as such. Subject to legal and contractual restrictions, its
decisions regarding dividends are based on all considerations that in its
business judgment are relevant at the time, including past and projected
earnings, cash flows, economic, business and securities market conditions and
anticipated developments concerning Tenneco's business and operations.
 
  Tenneco Inc. is a party to credit agreements containing provisions that limit
the amount of dividends paid on its common stock. At December 31, 1995, under
the most restrictive provisions contained in these credit agreements, Tenneco
Inc. had in excess of $300 million available for the payment of dividends.
Tenneco does not believe that this limitation will prevent the payment of
dividends on Tenneco Inc. common stock at the present annual dividend rate.
 
  As a holding company, Tenneco Inc.'s ability to pay dividends is
substantially dependent upon cash flow from its subsidiaries by way of
dividends, distributions, loans and other advances. Under the most restrictive
of their covenants, however, Tenneco Inc.'s subsidiaries would have been able
to pay approximately $3.7 billion of their retained earnings as dividends to
Tenneco Inc. at December 31, 1995.
 
FERC MATTERS
 
  Tennessee has deferred certain costs it has incurred associated with
renegotiating gas supply contracts ("GSR" costs) as a result of FERC Order 636.
As of December 31, 1995, Tennessee has deferred GSR costs yet to be recovered
from its customers of approximately $462 million, net of $316 million
previously recovered from its customers, subject to refund. A proceeding before
a FERC administrative law judge is scheduled to commence in early 1996 to
determine whether Tennessee's GSR costs are eligible for cost recovery. The
 
                                       29
<PAGE>
 
FERC has generally encouraged pipelines to settle such issues through
negotiations with customers. Although Order 636 provides for complete recovery
by pipelines of eligible and prudently incurred transition costs, certain
customers have challenged the prudence and eligibility of Tennessee's GSR costs
and Tennessee has engaged in settlement discussions with its customers
concerning the amount of such costs in response to the FERC and customer
statements acknowledging the desirability of such settlements.
 
  Also related to Tennessee's GSR costs, on October 14, 1993, Tennessee was
sued in the State District Court of Ector County, Texas, by ICA Energy, Inc.
("ICA") and TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
TransTexas contended that Tennessee had an obligation to purchase gas
production which TransTexas thereafter attempted to add unilaterally to the
reserves originally dedicated to a 1979 gas contract. An amendment to the
pleading seeks $1.5 billion from Tennessee for alleged damages caused by
Tennessee's refusal to purchase gas produced from the TransTexas leases
covering the new production and lands. Neither ICA nor TransTexas were original
parties to that contract. However, they contend that any stranger acquiring a
fractional interest in the original committed reserves thereby obtains a right
to add to the contract unlimited volumes of gas production from locations in
South Texas. Tennessee filed a motion for summary judgment, asserting that the
Texas statutes of frauds precluded the plaintiffs from adding new production or
acreage to the contract. On May 4, 1995, the trial court granted Tennessee's
motion for summary judgment; the plaintiffs have filed a notice of appeal.
Thereafter, ICA and TransTexas filed a motion for summary judgment on a
separate issue involving the term "committed reserves" and whether Tennessee
has a contractual obligation to purchase gas produced from a lease not
described in the gas contract. On November 8, 1995, the trial court granted
ICA's and TransTexas' motion in part. That order, which would be finalized upon
conclusion of the trial, also held that ICA's and TransTexas' rights are
subject to certain limitations of the Texas Business and Commerce Code. In
addition to these defenses, which are to be resolved at trial, Tennessee has
other defenses which it has asserted and intends to pursue. Tennessee has filed
a Motion to Clarify the November 8, 1995 order together with a new motion for
partial summary judgment concerning the committed reserve issue. The November
8, 1995 ruling does not affect the trial court's previous May 4, 1995 order
granting summary judgment to Tennessee.
 
  Tennessee has been engaged in separate settlement and contract reformation
discussions with holders of certain gas purchase contracts who have sued
Tennessee. Although Tennessee believes that its defenses in the underlying gas
purchase contract actions are meritorious, Tennessee accrued amounts in the
first quarter of 1995 which it believes are adequate to cover the resolution of
these matters. On August 1, 1995, the Texas Supreme Court affirmed a ruling of
the Court of Appeals favorable to Tennessee in one of these matters and
indicated that it would remand the case to the trial court. Motions for
rehearing have been filed by the producers. As of the date hereof, the court
had not ruled on those motions and mandate had not been issued.
 
  Given the uncertainty over the results of ongoing discussions between
Tennessee and its customers related to the recovery of GSR costs and the
uncertainty related to predicting the outcome of its gas purchase contract
reformation efforts and the associated litigation, Tenneco is unable to predict
the timing or the ultimate impact that the resolution of these issues will have
on its consolidated financial position or results of operations.
 
ENVIRONMENTAL MATTERS
 
  Tenneco and certain of its subsidiaries and affiliates are parties to
environmental proceedings. Expenditures for ongoing compliance with
environmental regulations that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations and that do not contribute to current or future
revenue generation are expensed. Liabilities are recorded when environmental
assessments indicate that remedial efforts are probable and the costs can be
reasonably estimated. Estimates of the liability are based upon currently
available facts, existing technology, and presently enacted laws and
regulations taking into consideration the likely effects of inflation and other
 
                                       30
<PAGE>
 
societal and economic factors. All available evidence is considered, including
prior experience in remediation of contaminated sites, other companies' cleanup
experience and data released by the United States Environmental Protection
Agency ("EPA") or other organizations. These estimated liabilities are subject
to revision in future periods based on actual costs or new circumstances. These
liabilities are included in the balance sheet at their undiscounted amounts.
Recoveries are evaluated separately from the liability and, when recovery is
assured, are recorded and reported separately from the associated liability in
the financial statements.
 
  Tennessee is a party in proceedings involving federal and state authorities
regarding the past use by Tennessee of a lubricant containing polychlorinated
biphenyls ("PCBs") in its starting air systems. Tennessee has executed a
consent order with the EPA governing the remediation of certain of its
compressor stations and is working with the Pennsylvania and New York
environmental agencies to specify the remediation requirements at the
Pennsylvania and the New York stations. Tenneco believes that the ultimate
resolution of this matter will not have a material adverse effect on the
financial condition or results of operations of Tenneco Inc. and its
consolidated subsidiaries.
 
  A subsidiary of Tennessee owns a 13.2% general partnership interest in
Iroquois Gas Transmission System, L.P. ("Iroquois"), which owns an interstate
natural gas pipeline from the Canadian border through the states of New York
and Connecticut to Long Island. The operator of the pipeline is Iroquois
Pipeline Operating Company (the "Operator"), a subsidiary of TransCanada
Pipelines, Ltd., an affiliate of TransCanada Iroquois, Ltd. which is also a
partner in Iroquois. Tennessee has a contract to provide gas dispatching as
well as post-construction field operation and maintenance services for the
Operator of Iroquois, but Tennessee is not the Operator and is not an affiliate
of the Operator.
 
  Iroquois has been informed of investigations and allegations regarding
alleged environmental violations which occurred during the construction of the
pipeline. Communications have been received from U.S. Attorneys' Offices, the
Enforcement Staff of the FERC's Office of the General Counsel, the Army Corps
of Engineers, the Public Service Commission of the State of New York, the EPA
and the Federal Bureau of Investigation. Proceedings have not been commenced
against Iroquois in connection with these inquiries. However, communications
have indicated possible allegation of civil and criminal violations. Iroquois
has held discussions with certain of the agencies to explore the possibility of
a negotiated resolution of the issues. In the absence of a negotiated
resolution, Iroquois believes that indictments will be sought and, in them,
substantial fines and other sanctions may be requested.
 
  As a general partner, Tennessee's subsidiary may be jointly and severally
liable with the other partners for the liabilities of Iroquois. The foregoing
proceedings and investigations have not affected pipeline operations. Based
upon information available to Tennessee, Tennessee believes that neither it nor
any of its subsidiaries is a target of the criminal investigation described
above. Further, while a global resolution of these inquiries could have a
material adverse effect on the financial condition of Iroquois, Tenneco
believes that the ultimate resolution of these matters will not have a material
adverse effect on the financial condition or results of operations of Tenneco
Inc. and its consolidated subsidiaries.
 
  At December 31, 1995, Tenneco has been designated as a potentially
responsible party in 55 "Superfund" sites. With respect to its pro rata share
of the remediation costs of certain sites, Tenneco is fully indemnified by
third parties. With respect to certain other sites, Tenneco has sought to
resolve its liability through payments to the other potentially responsible
parties. For the remaining sites, Tenneco has estimated its share of
remediation costs to be between $11 million and $69 million or 0.5% to 2.5% of
the total remediation costs for those sites and has provided reserves that it
believes are adequate for such costs. Because the cleanup costs are estimates
and are subject to revision as more information becomes available about the
extent of remediation required, Tenneco's estimate of its share of remediation
costs could change. Moreover, liability under the Comprehensive Environmental
Response, Compensation and Liability Act is joint and several, meaning that
Tenneco could be required to pay in excess of its pro rata share of remediation
costs. Tenneco's understanding of the financial strength of other potentially
responsible parties has been considered, where
 
                                       31
<PAGE>
 
appropriate, in Tenneco's determination of its estimated liability. Tenneco
believes that the costs associated with its current status as a potentially
responsible party in the Superfund sites described above will not be material
to its consolidated financial position or results of operations.
 
YEARS 1994 AND 1993
 
RESULTS OF OPERATIONS
 
REVENUES
 
  Revenues for 1994 were $12.17 billion, down slightly from $12.29 billion in
1993. Automotive revenues were $1,989 million, a $204 million, or 11 percent
increase, compared with 1993 primarily due to improved sales in both the
aftermarket and original equipment market. Tenneco Energy revenues were down
$484 million or 17 percent as customers shifted from sales to transportation
service in the regulated business and gas prices fell in the nonregulated gas
marketing business. Packaging revenues increased $142 million, or seven
percent, to $2.18 billion in 1994, as prices in the paperboard business
recovered from the seven-year low reached in the third quarter of 1993.
Revenues for Shipbuilding decreased to $1.75 billion, or six percent, due to a
drop in carrier and submarine construction work and the fourth quarter 1993
divestiture of Sperry Marine. Revenues for farm and construction equipment were
$3.88 billion, compared with $3.75 billion in 1993. Tenneco excluded Case's
revenues for December 1994 because of the change to the equity accounting
method for Case. Case revenues were up in 1994 over 1993 due to higher sales
volumes both in the European construction equipment business and the North
American agricultural equipment market.
 
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES AND MINORITY INTEREST (OPERATING
INCOME)
 
  Operating income was $1,379 million for 1994. This was an improvement of $282
million over 1993's operating income of $1,097 million. Excluding gains from
asset sales and other special items including plant consolidations, 1994
operating income increased $364 million, or 37 percent, compared with 1993
primarily due to improved pricing in Packaging's containerboard business and
higher volumes in the farm and construction equipment segment.
 
  Tenneco Automotive operating income for 1994 was $223 million, compared with
$222 million in 1993. The 1994 operating income included a $17 million charge
for plant consolidations in Europe associated with acquiring Gillet and a $5
million charge taken in the second quarter for closing a plant in Ohio.
Excluding special items, operating income increased $23 million, or 10 percent,
compared with 1993. This increase is a result of higher volumes in North
America and Europe and was partially offset by higher costs for new product
development and new facility start-up.
 
  In November 1994, Tenneco acquired Gillet for $44 million in cash and $69
million in assumed debt. Gillet is the leading manufacturer of original
equipment exhaust systems and components for European auto makers.
 
  Tenneco Energy's operating income for 1994 was $415 million, compared with
$411 million in 1993. Special items, including gains on asset sales along with
regulatory and litigation settlements, amounted to $34 million in 1994 and $28
million in 1993. Special items in 1994 included a $23 million gain on the sale
of a 20 percent interest in Tenneco Resources to Ruhrgas AG. When non-recurring
items in both years are excluded, operating income in 1994 declined slightly,
compared with 1993. Significant growth in the nonregulated businesses,
including an increase in Tenneco Ventures' operating income, was offset by
declines in the regulated business caused by implementing Order 636.
 
  Tenneco Packaging's operating income for 1994 was $209 million, compared with
$139 million in 1993. The 1993 operating income included $29 million from gains
related to asset realignment. Excluding these gains, operating income increased
$99 million, or 90 percent, compared with 1993 primarily because of improved
paperboard pricing.
 
                                       32
<PAGE>
 
  The paperboard business earned $139 million, up $104 million compared with
1993, excluding the 1993 asset realignment gains. Prices rose from depressed
levels in 1993 and contributed $125 million, excluding the recycling business,
of increased operating income. This was partially offset by higher raw material
costs of $32 million, but improved productivity helped counter rising raw
material costs. Paperboard productivity rose 1.6 percent, with mill operating
rates exceeding rated capacity for the full year. The specialty business
operating income for 1994 declined $5 million to $70 million, excluding the
asset realignment gains in 1993. Both the aluminum and plastic packaging
businesses reported improved operating income. Plastic packaging volumes grew
seven percent in 1994 and demand continues to be strong. Operating income for
plastics rose 40 percent in 1994, reflecting increased volumes and higher
pricing. The increase in operating income provided by the aluminum and plastic
businesses was more than offset by weak performance in the molded fiber
business, where higher raw material costs had a negative effect on operating
income. Prices for recycled newspaper, a major raw material for molded fiber,
rose to over $100 per ton, compared with $26 per ton in 1993.
 
  Newport News Shipbuilding's operating income for 1994 was $200 million
compared with $225 million in 1993. Special items in 1993 included a $15
million gain on the sale of Sperry Marine and a $12 million benefit from
recovering a portion of the postretirement benefit costs reserve that was
established when FAS No. 106 was adopted in 1992. If these special items were
excluded, operating income increased $2 million in 1994 on revenues that were
six percent lower due to aggressive efforts to improve productivity and control
costs.
 
  Case reported operating income of $326 million in 1994, a $244 million
improvement, compared with the $82 million reported in 1993. Several factors
contributed to this improvement in 1994. Higher sales volumes and a 16 percent
increase in worldwide production along with lower discounts and better top-line
pricing contributed to the operating income improvement. Cost reductions were
partially offset by retooling and reconfiguration expenses at the construction
equipment plant in Burlington, Iowa. Case also had higher engineering expenses
to support new product growth.
 
  Tenneco's other operations reported operating income of $6 million in 1994,
compared with $18 million for 1993. The 1993 operating income included a gain
of $39 million from contributing Tenneco's investment in Cummins Engine Company
to the Case Corporation Pension Plan for Hourly Paid Employees, while the
operating income for 1994 included gains of $29 million from the Case initial
and secondary public offerings.
 
INTEREST EXPENSE
 
  Net interest incurred declined $20 million from $427 million in 1993 to $407
million in 1994. The decrease was a result of lower debt levels, continued
emphasis on managing for cash flow and working capital and changing Case
reporting to the equity method of accounting in December 1994. Due to the
change in the method of financing dealer receivables as a result of the Case
IPO in June 1994, financing costs for Case's wholesale receivables were
reported as interest expense. Before the change in financing method, the Case
wholesale financing costs were reported as "Finance Charges--Tenneco Finance."
If the Case wholesale receivable interest was excluded for the full year,
interest expense would have decreased by an additional $24 million from last
year's level. Interest capitalized increased to $6 million in 1994 from $4
million in 1993 due to higher levels of major capital projects.
 
  Finance charges (interest expense related to finance subsidiaries classified
as an operating expense) were $155 million in 1994 versus $254 million in 1993.
Approximately $2.0 billion in debt of Tenneco's finance subsidiaries was
retired during the year resulting in lower finance charges. Interest expense
related to debt on wholesale receivables was included as interest expense
rather than finance charges from July through November 1994 as indicated above.
In December, the method of reporting Case changed to the equity method, and
Case's debt is no longer consolidated with Tenneco's debt on the balance sheet.
In addition, Tenneco's finance subsidiaries reduced debt with proceeds from
issuing lower-cost asset backed securities.
 
                                       33
<PAGE>
 
MINORITY INTEREST
 
  Minority interest expense was $30 million for the 1994 year. This primarily
reflected the minority shareholders' interest in Case's net income for July
through November 1994.
 
INCOME TAXES
 
  Income tax expense for 1994 was $301 million versus $257 million reported for
1993. The increased tax expense in 1994 was from higher pre-tax income. This
was partially offset by tax benefits from the realization of deferred tax
assets resulting from consolidation of Tenneco's German operations and the tax
benefit associated with sale of businesses.
 
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
 
  Effective January 1, 1994, Tenneco adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." As a result, an after-tax charge of
$39 million, or $.22 per average common share, was recorded in 1994.
 
DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS
 
  Loss from discontinued operations in 1994 of $189 million, net of income tax
expense of $104 million, or $1.04 per average common share, resulted from the
sale of Tenneco's chemicals and brakes businesses.
 
  Income from discontinued operations in 1993 of $38 million, net of income tax
expense of $1 million, or $.23 per average common share, was attributable to
the discontinuance of Tenneco's brakes business and chemical operations in
1994. Net loss for 1993 for the brakes business was $7 million, net of income
tax benefit of $4 million. Net income for the chemicals business was $45
million, net of income tax expense of $5 million.
 
  Extraordinary loss for 1994 was $5 million, net of income tax benefit of $2
million, or $.03 per average common share. The 1993 amount was $25 million, net
of income tax benefit of $13 million, or $.15 per average common share. Both
were the result of redemption premiums from prepaying high interest-bearing
long-term debt.
 
EARNINGS (LOSS) PER AVERAGE COMMON SHARE
 
  Income from continuing operations for 1994 was $641 million, or $3.49 per
average common share after preferred dividends. This compares with income from
continuing operations of $413 million, or $2.36 per average common share after
preferred dividends, in 1993. The average number of shares of common stock
outstanding used for calculating earnings per average common share for 1994 was
180.1 million, compared with 168.8 million in 1993. Most of the increase
resulted from issuing 23.5 million shares in an underwritten public offering in
April 1993 and issuing treasury shares and SECT shares to employee benefit
plans.
 
LIQUIDITY & CAPITAL RESOURCES
 
  Net cash provided by operating activities was $450 million for the year 1994,
compared with $1,615 million for 1993, a decrease of $1,165 million. Excluding
discontinued operations, there was a decrease of $1,232 million. This decrease
was due in part to lower sales of Case retail receivables in the form of asset
backed securities. Proceeds from the sale of Case retail receivables in the
form of asset backed securities were $850 million in 1994 compared with $1.0
billion in 1993. Also, trade receivables sold to Asset Securitization
Cooperative Corporation were $313 million less in 1994 compared with 1993.
Higher dealer demand for farm and construction equipment in 1994 resulting in
higher receivables compared with 1993 also lowered cash from operating
activities. Finally, rate refund payments of approximately $250 million were
made to pipeline customers in 1994. The working capital increase of $587
million for 1994 resulted primarily from the
 
                                       34
<PAGE>
 
reduction of the pipeline rate refund liability of approximately $250 million
and lower tax accruals of $255 million. The lower tax accruals resulted from
the utilization of capital losses related to the sale of assets.
 
  Net cash used by investing activities in 1994 was $117 million, compared with
$338 million in 1993. Net proceeds from the sale of businesses and assets were
$860 million in 1994, primarily due to the initial and secondary public
offerings of Case for $694 million. Net proceeds from the sale of businesses in
1993 of $266 million resulted from the sales of Dean Pipeline Company, Viking
Gas Transmission Company, Sperry Marine, and various international aluminum
ventures.
 
  Expenditures for plant, property and equipment from continuing operations for
1994 were $736 million, compared with $525 million for 1993. Increased
expenditures for Energy ($161 million), Automotive ($20 million), Packaging
($42 million) and Tenneco's other operations ($13 million) were partially
offset by declines for Case ($18 million) and Shipbuilding ($7 million).
 
  Cash used for financing activities for 1994 was $151 million compared with
$1,166 million in 1993. In June 1994, as part of the Case reorganization and
IPO, Case borrowed $983 million of terms loans and $478 million of short-term
debt to acquire the net assets of Tenneco's farm and construction equipment
segment. Tenneco utilized these funds to repay long-term debt. As a result of
the November 1994 secondary public offering which reduced Tenneco's ownership
in Case to approximately 44%, Case's debt is no longer consolidated with
Tenneco's debt on the balance sheet at December 31, 1994, due to reporting Case
on the equity method of accounting.
 
  In December 1994, Tenneco sold a 25 percent preferred stock interest in a
subsidiary which resulted in net cash proceeds of $296 million. This was
included in minority interest in the balance sheet at December 31, 1994.
Concurrently, $160 million was used to retire equity securities of another
subsidiary which had been included in the balance sheet as minority interest.
 
  Capitalization totaled $7.48 billion at December 31, 1994, a decrease of
$1.51 billion from December 31, 1993. The ratio of total debt to capitalization
decreased from 67.6 percent at December 31, 1993, to 55.0 percent at December
31, 1994. The ratio of total debt to capitalization was 52.9 percent at
December 31, 1994, including the market value of the SECT shares, compared with
64.0 percent at December 31, 1993. Total debt declined by $1.96 billion from
December 31, 1993 to December 31, 1994, while shareowners' equity increased
$299 million. Minority interest increased $167 million and preferred stock
decreased $16 million.
 
 
                                       35
<PAGE>
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
                 INDEX TO FINANCIAL STATEMENTS OF TENNECO INC.
                         AND CONSOLIDATED SUBSIDIARIES
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Report of independent public accountants..................................  37
Statements of income for each of the three years in the period ended
 December 31, 1995........................................................  38
Balance sheets--December 31, 1995 and 1994................................  40
Statements of cash flows for each of the three years in the period ended
 December 31, 1995........................................................  41
Statements of changes in shareowners' equity for each of the three years
 in the period ended December 31, 1995....................................  42
Notes to financial statements.............................................  43
</TABLE>
 
                                       36
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Tenneco Inc.:
 
  We have audited the accompanying balance sheets of Tenneco Inc. (a Delaware
corporation) and consolidated subsidiaries as of December 31, 1995 and 1994,
and the related statements of income, cash flows and changes in shareowners'
equity for each of the three years in the period ended December 31, 1995. These
financial statements and the schedules referred to below are the responsibility
of Tenneco's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Tenneco Inc. and consolidated
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations, cash flows and changes in shareowners' equity for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
 
  As discussed in Note 1 to the financial statements, effective January 1,
1994, Tenneco changed its method of accounting for postemployment benefits.
 
  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
index to Part IV, Item 14 relating to Tenneco Inc. and consolidated
subsidiaries are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements of Tenneco Inc. and
consolidated subsidiaries taken as a whole.
 
                                          Arthur Andersen LLP
 
Houston, Texas
February 8, 1996
 
                                       37
<PAGE>
 
                              STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                             TENNECO INC. AND CONSOLIDATED
                                                     SUBSIDIARIES
                                          -------------------------------------
YEARS ENDED DECEMBER 31 (MILLIONS EXCEPT
SHARE AMOUNTS)                               1995         1994         1993
----------------------------------------  -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
REVENUES                                 
Net sales and operating revenues--       
  Automotive............................  $     2,479  $     1,989  $     1,785
  Energy................................        1,916        2,378        2,862
  Packaging.............................        2,752        2,184        2,042
  Shipbuilding..........................        1,756        1,753        1,861
  Farm and construction equipment.......           --        3,881        3,748
  Other.................................           (4)         (11)         (11)
                                          -----------  -----------  -----------
                                                8,899       12,174       12,287
                                          -----------  -----------  -----------
Other income--                           
  Interest income.......................          127          192          277
  Equity in net income of affiliated     
   companies............................          176           54           52
  Gain (loss) on sale of businesses and  
   assets, net..........................          162           27          112
  Gain on the sale by a subsidiary of    
   its stock............................           --           23           --
  Other income, net.....................           33          (51)          14
                                          -----------  -----------  -----------
                                                9,397       12,419       12,742
                                          -----------  -----------  -----------
COSTS AND EXPENSES                       
Cost of sales (exclusive of depreciation 
 shown below)...........................        5,262        7,517        7,532
Operating expenses......................        1,426        1,856        2,268
Selling, general and administrative.....          808        1,104        1,120
Finance charges--Tenneco Finance........           83          155          254
Depreciation, depletion and              
 amortization...........................          449          408          471
                                          -----------  -----------  -----------
                                                8,028       11,040       11,645
                                          -----------  -----------  -----------
Income before interest expense, income   
 taxes and minority interest............        1,369        1,379        1,097
Interest expense (net of interest        
 capitalized)...........................          339          407          427
                                          -----------  -----------  -----------
Income before income taxes and minority  
 interest...............................        1,030          972          670
Income tax expense......................          273          301          257
                                          -----------  -----------  -----------
Income before minority interest.........          757          671          413
Minority interest.......................           22           30           --
                                          -----------  -----------  -----------
Income from continuing operations.......          735          641          413
Income (loss) from discontinued          
 operations, net of income tax..........           --         (189)          38
                                          -----------  -----------  -----------
Income before extraordinary loss........          735          452          451
Extraordinary loss, net of income tax...           --           (5)         (25)
                                          -----------  -----------  -----------
Income before cumulative effect of       
 change in accounting principle.........          735          447          426
Cumulative effect of change in           
 accounting principle, net of income     
 tax....................................           --          (39)          --
                                          -----------  -----------  -----------
Net income..............................          735          408          426
Preferred stock dividends...............           12           12           14
                                          -----------  -----------  -----------
Net income to common stock..............  $       723  $       396  $       412
                                          ===========  ===========  ===========
PER SHARE
Average number of shares of common stock
 outstanding............................  173,995,941  180,084,909  168,772,852
Earnings (loss) per average share of
 common stock:
  Continuing operations.................  $      4.16  $      3.49  $      2.36
  Discontinued operations...............           --        (1.04)         .23
  Extraordinary loss....................           --         (.03)        (.15)
  Cumulative effect of change in
   accounting principle.................           --         (.22)          --
                                          -----------  -----------  -----------
                                          $      4.16  $      2.20  $      2.44
                                          ===========  ===========  ===========
Cash dividends per share of common
 stock..................................  $      1.60  $      1.60  $      1.60
                                          ===========  ===========  ===========
</TABLE>
 
  The accompanying notes to financial statements are an integral part of these
                             statements of income.
    Reference is made to Note 1 for definitions of "Tenneco Industrial" and
                               "Tenneco Finance."
 
                                       38
<PAGE>
 
<TABLE>
<CAPTION>
                                                  TENNECO INDUSTRIAL                                   TENNECO FINANCE
YEARS ENDED DECEMBER 31                   -------------------------------------          ------------------------------------------
(MILLIONS EXCEPT SHARE AMOUNTS)            1995         1994             1993             1995             1994             1993
                                          -------      -------          -------          -------          -------          -------
<S>                                       <C>           <C>              <C>              <C>              <C>              <C>
REVENUES                                 
Net sales and operating revenues--       
  Automotive............................  $ 2,479      $ 1,989          $ 1,785          $    --          $    --          $    --  
  Energy................................    1,916        2,378            2,862               --               --               --
  Packaging.............................    2,752        2,184            2,042               --               --               -- 
  Shipbuilding..........................    1,756        1,753            1,861               --               --               -- 
  Farm and construction equipment.......       --        3,881            3,748               --               --               -- 
  Other.................................       (4)         (11)             (11)              --               --               -- 
                                          -------      -------          -------          -------          -------          ------- 
                                            8,899       12,174           12,287               --               --               --
                                          -------      -------          -------          -------          -------          ------- 
Other income--                                                                                                                      
  Interest income.......................       61           61               46              138              313              494 
  Equity in net income of affiliated                                                                                                
   companies............................      196          140              158               --               --               -- 
  Gain (loss) on sale of businesses and                                                                                            
   assets, net..........................      174           27              112              (12)              --               -- 
  Gain on the sale by a subsidiary of                                                                                              
   its stock............................       --           23               --               --               --               -- 
  Other income, net.....................       33          (45)              27                6                5                6  
                                          -------      -------          -------          -------          -------          ------- 
                                            9,363       12,380           12,630              132              318              500 
                                          -------      -------          -------          -------          -------          ------- 
COSTS AND EXPENSES                                                                                                                  
Cost of sales (exclusive of depreciation                                                                                            
 shown below)...........................    5,268        7,523            7,538               --               --               --  
Operating expenses......................    1,414        1,882            2,265               12              (23)              10  
Selling, general and administrative.....      818        1,209            1,268                2               13               10 
Finance charges--Tenneco Finance........       --           --               --               86              159              275 
Depreciation, depletion and                                                                                                        
 amortization...........................      447          406              469                2                2                2 
                                          -------      -------          -------          -------          -------          -------  
                                            7,947       11,020           11,540              102              151              297 
                                           -------      -------          -------          -------          -------          ------- 
Income before interest expense, income                                                                                              
 taxes and minority interest............    1,416        1,360            1,090               30              167              203 
Interest expense (net of interest                                                                                                   
 capitalized)...........................      396          447              493               --               22               24 
                                          -------      -------          -------          -------          -------          -------  
Income before income taxes and minority                                                                                             
 interest...............................    1,020          913              597               30              145              179 
Income tax expense......................      263          247              184               10               54               73  
                                          -------      -------          -------          -------          -------          ------- 
Income before minority interest.........      757          666              413               20               91              106 
Minority interest.......................       22           25               --               --                5               -- 
                                          -------      -------          -------          -------          -------          ------- 
Income from continuing operations.......      735          641              413               20               86              106 
Income (loss) from discontinued                                                                                                     
 operations, net of income tax..........       --         (189)              38               --               --               -- 
                                          -------      -------          -------          -------          -------          -------  
Income before extraordinary loss........      735          452              451               20               86              106 
Extraordinary loss, net of income tax...       --           (5)             (25)              --               (4)              (1)
                                          -------      -------          -------          -------          -------          ------- 
Income before cumulative effect of                                                                                                  
 change in accounting principle.........      735          447              426               20               82              105 
Cumulative effect of change in                                                                                                      
 accounting principle, net of income     
 tax....................................       --          (39)              --               --               --               --  
                                          -------      -------          -------          -------          -------          -------  
Net income..............................      735          408              426               20               82              105 
Preferred stock dividends...............       12           12               14               --               --               -- 
                                          -------      -------          -------          -------          -------          ------- 
Net income to common stock..............  $   723      $   396          $   412          $    20          $    82          $   105
                                          =======      =======          =======          =======          =======          ======= 
</TABLE> 
    
                                      39
<PAGE>
 
 
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                               TENNECO INC. AND
                                 CONSOLIDATED          TENNECO         TENNECO
                                 SUBSIDIARIES        INDUSTRIAL        FINANCE
                               ------------------  ----------------  -----------
DECEMBER 31 (MILLIONS)           1995      1994     1995     1994    1995  1994
----------------------         --------  --------  -------  -------  ---- ------
<S>                            <C>       <C>       <C>      <C>      <C>  <C>
ASSETS
Current assets:
  Cash and temporary cash
   investments...............  $    354  $    405  $   142  $   172  $212 $  233
  Receivables--
    Customer notes and
     accounts (net)..........       921     1,535      474      650   444    882
    Affiliated companies.....       112        67      106       65    34    186
    Gas transportation and
     exchange................        64       214       64      214    --     --
    Income taxes.............       172       234      172      234    --     --
    Other....................       514       192      514      187    --      5
  Inventories................     1,181       910    1,181      910    --     --
  Deferred income taxes......        --        23       --       23    --     --
  Prepayments and other......       264       315      268      315    --      2
                               --------  --------  -------  -------  ---- ------
                                  3,582     3,895    2,921    2,770   690  1,308
                               --------  --------  -------  -------  ---- ------
Investments and other assets:
  Investment in affiliated
   companies.................       620       997      868    1,762    --     --
  Long-term receivables--
    Notes and other (net)....       435       805      165      214   257    566
    Affiliated companies.....        --       264       --      264    --     --
  Investment in subsidiaries
   in excess of fair value of
   net assets
   at date of acquisition,
   less amortization.........       642       331      642      331    --     --
  Deferred income taxes......        52        49       52       49    --     --
  Other......................     1,801       974    1,813      993     1      8
                               --------  --------  -------  -------  ---- ------
                                  3,550     3,420    3,540    3,613   258    574
                               --------  --------  -------  -------  ---- ------
Plant, property and
 equipment, at cost..........    11,962    11,108   11,892   11,038    70     70
  Less--Reserves for
   depreciation, depletion
   and amortization..........     5,643     5,881    5,623    5,863    20     18
                               --------  --------  -------  -------  ---- ------
                                  6,319     5,227    6,269    5,175    50     52
                               --------  --------  -------  -------  ---- ------
                               $ 13,451  $ 12,542  $12,730  $11,558  $998 $1,934
                               ========  ========  =======  =======  ==== ======
LIABILITIES AND SHAREOWNERS'
 EQUITY
Current liabilities:
  Short-term debt (including
   current maturities on
   long-term debt)...........  $    908  $    545  $   773  $   310  $160 $  410
  Payables--
    Trade....................     1,102     1,053    1,097    1,053     5     --
    Affiliated companies.....         2        35        4       36     1      7
    Gas transportation and
     exchange................        28       159       28      159    --     --
  Taxes accrued..............       572        86      569       86     3     --
  Deferred income taxes......        13        --       13       --    --     --
  Interest accrued...........       103       127       86      102    17     25
  Natural gas pipeline
   revenue reservation.......        27       190       27      190    --     --
  Other......................     1,081       859    1,081      853    --      7
                               --------  --------  -------  -------  ---- ------
                                  3,836     3,054    3,678    2,789   186    449
                               --------  --------  -------  -------  ---- ------
Long-term debt...............     3,751     3,570    3,202    2,865   549    705
                               --------  --------  -------  -------  ---- ------
Deferred income taxes........       962     1,459      948    1,446    14     13
                               --------  --------  -------  -------  ---- ------
Postretirement benefits......       616       603      616      603    --     --
                               --------  --------  -------  -------  ---- ------
Deferred credits and other
 liabilities.................       688       489      688      488     1      2
                               --------  --------  -------  -------  ---- ------
Commitments and contingencies
Minority interest............       320       320      320      320    --     --
                               --------  --------  -------  -------  ---- ------
Preferred stock with
 mandatory redemption
 provisions..................       130       147      130      147    --     --
                               --------  --------  -------  -------  ---- ------
Shareowners' equity:
  Common stock...............       957       957      957      957    --     71
  Stock Employee Compensation
   Trust (common stock held
   in trust).................      (215)     (298)    (215)    (298)   --     --
  Premium on common stock and
   other capital surplus.....     3,602     3,553    3,602    3,553   188    264
  Cumulative translation
   adjustments...............        26      (237)      26     (237)   --      2
  Retained earnings
   (accumulated deficit).....      (469)     (905)    (469)    (905)   60    428
                               --------  --------  -------  -------  ---- ------
                                  3,901     3,070    3,901    3,070   248    765
  Less--Shares held as
   treasury stock, at cost...       753       170      753      170    --     --
                               --------  --------  -------  -------  ---- ------
                                  3,148     2,900    3,148    2,900   248    765
                               --------  --------  -------  -------  ---- ------
                               $ 13,451   $12,542  $12,730  $11,558  $998 $1,934
                               ========  ========  =======  =======  ==== ======
</TABLE>
 
  The accompanying notes to financial statements are an integral part of these
                                balance sheets.
    Reference is made to Note 1 for definitions of "Tenneco Industrial" and
                               "Tenneco Finance."
 
                                       40
<PAGE>
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                            TENNECO INC. AND
                              CONSOLIDATED
                              SUBSIDIARIES         TENNECO INDUSTRIAL       TENNECO FINANCE
                          ----------------------  ----------------------  ---------------------  
YEARS ENDED DECEMBER 31
(MILLIONS)                 1995    1994    1993    1995    1994    1993   1995    1994    1993
-----------------------   ------  ------  ------  ------  ------  ------  -----  ------  ------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     
OPERATING ACTIVITIES
Income from continuing
 operations.............  $  735  $  641  $  413  $  735  $  641  $  413  $  20  $   86  $  106
Adjustments to reconcile
 income from continuing
 operations to cash
 provided (used) by con-
 tinuing operations--
 Depreciation, depletion
  and amortization......     449     408     471     447     406     469      2       2       2
 Equity in net (income)
  loss of affiliated
  companies, net of div-
  idends................    (116)     (4)     (7)    164     (67)   (104)    --      --      --
 Deferred income taxes..     161     179     121     161     167     127     --      12      (6)
 (Gain) loss on sale of
  businesses and assets,
  net...................    (162)    (50)   (112)   (174)    (50)   (112)    12      --      --
 Changes in components
  of working capital--
 (Increase) decrease in
  receivables...........     526    (244)    483     169  (1,368)     70    345   1,027     612
 (Increase) decrease in
  inventories...........    (239)   (160)    107    (239)   (160)    107     --      --      --
 (Increase) decrease in
  prepayments and other
  current assets........     (33)     34      23     (35)     37      15     --       4      13
 Increase (decrease) in
  payables..............       3      92    (124)     (5)   (110)   (272)    --      89      (7)
 Increase (decrease) in
  taxes accrued.........      45    (122)    (57)     44    (102)    (46)     1     (20)    (11)
 Increase (decrease) in
  interest accrued......     (49)    (31)    (46)    (35)     (3)    (29)   (14)    (29)    (17)
 Increase (decrease) in
  restructuring liabili-
  ty....................      --     (72)    (78)     --     (72)    (78)    --      --      --
 Increase (decrease) in
  natural gas pipeline
  revenue reservation...    (156)    (91)    136    (156)    (91)    136     --      --      --
 Increase (decrease) in
  other current liabili-
  ties..................     (98)      7      31     (97)     27      37     (1)    (20)     (6)
 (Increase) decrease in
  long-term notes and
  receivables...........     332    (173)    440       8     (46)     (1)   315    (134)    405
 Take-or-pay (refunds to
  customers) recoup-
  ments, net............      36      26     (34)     36      26     (34)    --      --      --
 Other..................      44     (26)   (121)     45      (2)    (52)    (1)      6     (30)
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
 Cash provided (used) by
  continuing operations.   1,478     414   1,646   1,068    (767)    646    679   1,023   1,061
 Cash provided (used) by
  discontinued opera-
  tions.................     (35)     36     (31)    (35)    (32)    (31)    --      --      --
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Net cash provided (used)
 by operating activi-
 ties...................   1,443     450   1,615   1,033    (799)    615    679   1,023   1,061
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
INVESTING ACTIVITIES
Net proceeds
 (expenditures) related
 to the sale of
 discontinued
 operations.............     682     (17)    (54)    682     (17)    (54)    --      --      --
Net proceeds from sale
 of businesses and as-
 sets...................     615     860     266     615     872     266     --     (12)     --
Expenditures for plant,
 property and equip-
 ment--
 Continuing operations..    (976)   (736)   (525)   (976)   (736)   (525)    --      --      --
 Discontinued opera-
  tions.................      (4)    (68)    (62)     (4)    (68)    (62)    --      --      --
Acquisitions of busi-
 nesses.................  (1,702)    (51)    (14) (1,702)    (51)    (14)    --      --      --
Investments and other...     239    (105)     51     434    (350)     (7)  (186)     78      59
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Net cash provided (used)
 by investing activi-
 ties...................  (1,146)   (117)   (338)   (951)   (350)   (396)  (186)     66      59
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
FINANCING ACTIVITIES
Issuance of common,
 treasury and SECT
 shares.................     102     188   1,215     102     188   1,215     --     185       9
Purchase of common
 stock..................    (655)    (26)     (7)   (655)    (26)     (7)    --      --      --
Issuance of equity secu-
 rities by a subsidiary.      --     296      --      --     296      --     --      --      --
Redemption of equity se-
 curities by a subsidi-
 ary....................      --    (160)     --      --    (160)     --     --      --      --
Redemption of preferred
 stock..................     (20)    (20)    (30)    (20)    (20)    (30)    --      --      --
Issuance of long-term
 debt...................     595     980       3     595   1,035       9     --      12      11
Retirement of long-term
 debt...................    (513) (1,466) (2,019)   (274)   (302) (1,264)  (239) (1,276)   (785)
Net increase (decrease)
 in short-term debt ex-
 cluding current maturi-
 ties on long-term debt.     421     375     (21)    418     411     277     25     235    (348)
Dividends (common and
 preferred).............    (286)   (318)   (307)   (286)   (318)   (307)  (300)    (18)     (8)
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Net cash provided (used)
 by financing activi-
 ties...................    (356)   (151) (1,166)   (120)  1,104    (107)  (514)   (862) (1,121)
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Effect of foreign
 exchange rate changes
 on cash and temporary
 cash investments.......       8       5      (4)      8       4      (1)    --       1      (3)
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Increase (decrease) in
 cash and temporary cash
 investments............     (51)    187     107     (30)    (41)    111    (21)    228      (4)
Cash and temporary cash
 investments, January 1.     405     218     111     172     213     102    233       5       9
                          ------  ------  ------  ------  ------  ------  -----  ------  ------
Cash and temporary cash
 investments, December
 31 (Note)..............  $  354  $  405  $  218  $  142  $  172  $  213  $ 212  $  233  $    5
                          ======  ======  ======  ======  ======  ======  =====  ======  ======
Cash paid during the
 year for interest......  $  459  $  613  $  759  $  387  $  498  $  596  $  98  $  212  $  316
Cash paid during the
 year for income taxes
 (net of refunds).......  $  168  $  240  $  349  $  160  $  179  $  273  $   8  $   61  $   76
</TABLE>
 
Note: Cash and temporary cash investments include highly liquid investments
with a maturity of three months or less at date of purchase.
 
  The accompanying notes to financial statements are an integral part of these
                           statements of cash flows.
    Reference is made to Note 1 for definitions of "Tenneco Industrial" and
                               "Tenneco Finance."
 
                                       41
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
 
<TABLE>
<CAPTION>
                                          YEARS ENDED DECEMBER 31
                          -------------------------------------------------------------
                                 1995                 1994                 1993
                          -------------------  -------------------  -------------------
                            SHARES     AMOUNT    SHARES     AMOUNT    SHARES     AMOUNT
                          -----------  ------  -----------  ------  -----------  ------
                                      (MILLIONS EXCEPT SHARE AMOUNTS)
<S>                       <C>          <C>     <C>          <C>     <C>          <C>
SERIES A PREFERRED STOCK
Balance January 1.......           --  $   --    8,935,175  $    9    8,935,175  $    9
 Shares converted.......           --      --   (8,935,175)     (9)          --      --
                          -----------  ------  -----------  ------  -----------  ------
Balance December 31.....           --      --           --      --    8,935,175       9
                          ===========  ------  ===========  ------  ===========  ------
COMMON STOCK
Balance January 1.......  191,335,193     957  173,953,012     870  150,300,224     752
 Issued to convert Se-
  ries A preferred
  stock.................           --      --   17,342,763      87           --      --
 Issued to retire debt..           --      --           --      --   23,500,000     117
 Issued pursuant to
  benefit plans.........        3,761      --       37,996      --      151,678       1
 Other..................       12,661      --        1,422      --        1,110      --
                          -----------  ------  -----------  ------  -----------  ------
Balance December 31.....  191,351,615     957  191,335,193     957  173,953,012     870
                          ===========  ------  ===========  ------  ===========  ------
STOCK EMPLOYEE COMPENSA-
 TION TRUST (SECT)
Balance January 1.......                 (298)                (499)                (488)
 Shares issued..........                  118                  115                  113
 Adjustment to market
  value.................                  (35)                  86                 (124)
                                       ------               ------               ------
Balance December 31.....                 (215)                (298)                (499)
                                       ------               ------               ------
PREMIUM ON COMMON STOCK
 AND OTHER CAPITAL SUR-
 PLUS
Balance January 1.......                3,553                3,714                2,637
 Premium on common
  stock issued to re-
  tire debt.............                   --                   --                  935
 Premium on common
  stock issued pursuant
  to benefit plans......                   --                    2                    6
 Conversion of Series A
  preferred stock.......                   --                  (78)                  --
 Loss on issuance of
  treasury stock........                   (2)                  (9)                  (3)
 Dividends on shares
  held by SECT..........                    9                   13                   17
 Adjustment of SECT to
  market value..........                   35                  (86)                 124
 Other..................                    7                   (3)                  (2)
                                       ------               ------               ------
Balance December 31.....                3,602                3,553                3,714
                                       ------               ------               ------
CUMULATIVE TRANSLATION
 ADJUSTMENTS
Balance January 1.......                 (237)                (303)                (230)
 Translation of foreign
  currency statements...                   25                   68                  (78)
 Sale of investment in
  foreign subsidiaries..                  235                   --                   --
 Hedges of net invest-
  ment in foreign sub-
  sidiaries
  (net of income tax-
  es)...................                    3                   (2)                   5
                                       ------               ------               ------
Balance December 31.....                   26                 (237)                (303)
                                       ------               ------               ------
RETAINED EARNINGS (ACCU-
 MULATED DEFICIT)
Balance January 1.......                 (905)                (980)              (1,082)
 Net income.............                  735                  408                  426
 Dividends--
   Preferred stock......                   (9)                  (8)                 (11)
   Series A preferred
    stock...............                   --                  (48)                 (50)
   Common stock.........                 (287)                (273)                (260)
 Accretion of excess of
  redemption value of
  preferred stock over
  fair value at date of
  issue.................                   (3)                  (4)                  (3)
                                       ------               ------               ------
Balance December 31.....                 (469)                (905)                (980)
                                       ------               ------               ------
LESS--COMMON STOCK HELD
 AS TREASURY STOCK, AT
 COST
Balance January 1.......    3,617,510     170    4,166,835     210    5,323,912     268
 Shares acquired........   14,066,214     641    1,731,263      75      234,434      12
 Shares issued to ac-
  quire businesses......   (1,229,614)    (56)          --      --           --      --
 Shares issued pursuant
  to benefit and divi-
  dend
  reinvestment plans....      (31,491)     (2)  (2,280,588)   (115)  (1,391,511)    (70)
                          -----------  ------  -----------  ------  -----------  ------
Balance December 31.....   16,422,619     753    3,617,510     170    4,166,835     210
                          ===========  ------  ===========  ------  ===========  ------
   Total................               $3,148               $2,900               $2,601
                                       ======               ======               ======
</TABLE>
 
  The accompanying notes to financial statements are an integral part of these
                 statements of changes in shareowners' equity.
 
                                       42
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. SUMMARY OF ACCOUNTING POLICIES
 
 Consolidation and Presentation
 
  The financial statements of Tenneco Inc. and consolidated subsidiaries
("Tenneco") include all majority-owned subsidiaries including wholly-owned
finance subsidiaries. Investments in 20% to 50% owned companies where Tenneco
has the ability to exert significant influence over operating and financial
policies are carried at cost plus equity in undistributed earnings since date
of acquisition (except for Tenneco's farm and construction equipment segment as
noted below) and cumulative translation adjustments.
 
  In June 1994, Tenneco completed an initial public offering ("IPO") of
approximately 29% of the common stock of Case Corporation ("Case"), the holder
of Tenneco's farm and construction equipment segment. In November 1994, a
secondary offering of Case's common stock reduced Tenneco's ownership to
approximately 44%. A third offering in August 1995 reduced Tenneco's ownership
to approximately 21%. For the periods prior to and through November 1994,
Case's financial statements were fully consolidated with Tenneco's. From July
through November 1994, the financial statements reflected the 29% minority
stockholders' interest in Case. Subsequent to November 1994, Case is reflected
in Tenneco's financial statements using the equity method of accounting. For
further information on this subject, reference is made to Note 3, "Discontinued
Operations, Disposition of Assets and Extraordinary Loss."
 
  The accompanying financial statements also include, on a separate and
supplemental basis, the combination of Tenneco's industrial companies and
finance companies as follows:
 
    Tenneco Industrial--The financial information captioned "Tenneco
  Industrial" reflects the consolidation of all majority-owned subsidiaries
  except for the finance subsidiaries. The finance operations have been
  included using the equity method of accounting whereby the net income and
  net assets of these companies are reflected, respectively, in the income
  statement caption, "Equity in net income of affiliated companies," and in
  the balance sheet caption, "Investment in affiliated companies."
 
    Tenneco Finance--The financial information captioned "Tenneco Finance"
  reflects the combination of Tenneco's wholly-owned finance subsidiaries.
 
  Prior to the Case IPO, the wholesale (dealer) credit and retail credit
operations of Case were financed by wholly-owned finance subsidiaries.
Subsequent to the IPO, the wholesale (dealer) credit operations are being
financed by Case industrial subsidiaries. As a result of this change, interest
expense related to the wholesale (dealer) credit operations was reported as
"Interest expense" rather than "Finance charges--Tenneco Finance" as in prior
periods. If prior periods were reclassified to reflect this presentation of
interest expense related to wholesale (dealer) credit operations, consolidated
"Finance charges--Tenneco Finance" would have been reduced and "Interest
expense" would have increased by $22 million and $69 million for 1994 and 1993,
respectively, with no effect on consolidated net income.
 
  Gains or losses on the sale by a subsidiary of its stock are included in the
Statements of Income.
 
  All significant intercompany transactions, including activity within and
between "Tenneco Industrial" and "Tenneco Finance" business units, have been
eliminated.
 
 Depreciation, Depletion and Amortization
 
  Depreciation of Tenneco's properties is provided on a straight-line basis in
amounts which, in the opinion of management, are adequate to allocate the cost
of properties over their estimated useful lives.
 
  The excess of investment in subsidiaries over fair value of net assets at
date of acquisition is being amortized over periods ranging from 15 years to 40
years. Such amortization relative to continuing operations
 
                                       43
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
amounted to $12 million, $21 million and $15 million for 1995, 1994 and 1993,
respectively, and is included in the income statement caption, "Other income,
net."
 
  Tenneco has capitalized certain other intangible assets, primarily trademarks
and patents, based on their estimated fair value at date of acquisition.
Amortization is provided on these intangible assets on a straight-line basis
over periods ranging from five to 40 years. The majority of other intangible
assets at December 31, 1995, resulted from the acquisition of the plastics
division of Mobil Corporation during 1995. See Note 2, "Acquisitions," for
further information on the acquisition.
 
 Revenue Recognition
 
  Newport News Shipbuilding and Dry Dock Company ("Newport News"), a wholly-
owned subsidiary, reports profits on its long-term shipbuilding contracts on
the percentage-of-completion method of accounting, determined on the basis of
total costs incurred to date to estimated final total costs. Losses on
contracts are reported when first estimated. The performance of contracts
usually extends over several years, requiring periodic reviews and revisions of
estimated final contract prices and costs during the term of the contracts. The
effect of these revisions to estimates is included in income in the period the
revisions are made.
 
  Tenneco's other divisions recognize revenue on the accrual method when title
passes to the customer or when the service is performed.
 
 Risk Management Activities
 
  Tenneco has utilized financial instruments for many years to mitigate its
exposure to various risks. Tenneco is currently a party to financial
instruments to hedge its exposure to changes in interest rates, foreign
currency exchange rates and natural gas prices. These financial instruments are
accounted for on the accrual basis with gains and losses being recognized based
on the type of contract and exposure being hedged. The amounts paid or received
under interest rate swap agreements are recognized as an adjustment to interest
expense. After-tax net gains or losses on foreign currency contracts designated
as hedges of Tenneco's net investments in foreign subsidiaries are recognized
in the balance sheet caption, "Cumulative translation adjustments." Net gains
and losses of foreign currency contracts designated as hedges of firm
commitments or other specific transactions are deferred and recognized when the
offsetting gains or losses are recognized on the hedged items. Net gains and
losses on energy commodity contracts are deferred and recognized when the
hedged transaction is consummated.
 
  In the statements of cash flows, cash receipts or payments related to the
financial instruments discussed above are classified consistent with the cash
flows from the transactions being hedged.
 
 Income Taxes
 
  Tenneco utilizes the liability method of accounting for income taxes whereby
it recognizes deferred tax assets and liabilities for the future tax
consequences of temporary differences between the tax basis of assets and
liabilities and their reported amounts in the financial statements. Deferred
tax assets are reduced by a valuation allowance when, based upon management's
estimates, it is more likely than not that a portion of the deferred tax assets
will not be realized in a future period. The estimates utilized in the
recognition of deferred tax assets are subject to revision in future periods
based on new facts or circumstances.
 
  Tenneco does not provide for U.S. income taxes on unremitted earnings of
foreign subsidiaries as it is the present intention of management to reinvest
the unremitted earnings in its foreign operations. Unremitted
 
                                       44
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
earnings of foreign subsidiaries is approximately $515 million at December 31,
1995. It is not practicable to determine the amount of U.S. income taxes that
would be payable upon remittance of the assets that represent those earnings.
 
 Changes in Accounting Principles
 
  Tenneco will adopt Statement of Financial Accounting Standards ("FAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," in the first quarter of 1996. FAS No. 121
establishes new accounting standards for measuring the impairment of long-lived
assets. The adoption of this new standard will not have a significant effect on
Tenneco's consolidated financial position or results of operations.
 
  Effective January 1, 1994, Tenneco adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. Tenneco recorded an after-tax charge of $39
million ($.22 per average common share) which was reported as a cumulative
effect of change in accounting principle.
 
 Inventories
 
  At December 31, 1995 and 1994, inventory by major classification was as
follows:
 
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
      <S>                                                          <C>    <C>
      Finished goods.............................................. $  396 $  355
      Work in process.............................................    102     83
      Long-term contracts in progress, less progress billings.....    264    138
      Raw materials...............................................    253    178
      Materials and supplies......................................    166    156
                                                                   ------ ------
                                                                   $1,181 $  910
                                                                   ====== ======
</TABLE>
 
  Inventories are stated at the lower of cost or market. A portion of
inventories are valued using the "last-in, first-out" method (38% and 27% at
December 31, 1995 and 1994, respectively). All other inventories are valued on
the "first-in, first-out" ("FIFO") or "average" methods. If the FIFO or average
method of inventory accounting had been used by Tenneco for all inventories,
inventories would have been $56 million, $54 million and $47 million higher at
December 31, 1995, 1994 and 1993, respectively.
 
 Plant, Property and Equipment, at Cost
 
  At December 31, 1995 and 1994, plant, property and equipment, at cost, by
major segment was as follows:
 
<TABLE>
<CAPTION>
                                                                 1995    1994
                                                                ------- -------
                                                                  (MILLIONS)
      <S>                                                       <C>     <C>
      Automotive............................................... $ 1,403 $ 1,331
      Energy...................................................   6,262   5,654
      Packaging................................................   2,623   1,661
      Shipbuilding.............................................   1,552   1,494
      Discontinued chemicals operations........................      --     780
      Other....................................................     122     188
                                                                ------- -------
                                                                $11,962 $11,108
                                                                ======= =======
</TABLE>
 
                                       45
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Notes Receivable and Allowance for Doubtful Accounts and Notes
 
  Short-term notes receivable of $373 million and $337 million were outstanding
at December 31, 1995 and 1994, respectively, of which $216 million and $289
million, respectively, related to Tenneco Finance. These notes receivable are
presented net of unearned finance charges of $26 million and $43 million at
December 31, 1995 and 1994, respectively, which related to Tenneco Finance. At
December 31, 1995 and 1994, unearned finance charges related to long-term notes
and other receivables were $23 million and $66 million, respectively, which
related to Tenneco Finance.
 
  At December 31, 1995 and 1994, the allowance for doubtful accounts and notes
receivable was $73 million and $48 million, respectively, of which $9 million
related to Tenneco Finance at December 31, 1995.
 
 Environmental Liabilities
 
  Expenditures for ongoing compliance with environmental regulations that
relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations,
and which do not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments indicate that
remedial efforts are probable and the costs can be reasonably estimated.
Estimates of the liability are based upon currently available facts, existing
technology and presently enacted laws and regulations taking into consideration
the likely effects of inflation and other societal and economic factors. All
available evidence is considered including prior experience in remediation of
contaminated sites, other companies' clean-up experience and data released by
the United States Environmental Protection Agency or other organizations. These
estimated liabilities are subject to revision in future periods based on actual
costs or new circumstances. These liabilities are included in the balance sheet
at their undiscounted amounts. Recoveries are evaluated separately from the
liability and, when recovery is assured, are recorded and reported separately
from the associated liability in the financial statements.
 
  For further information on this subject, reference is made to Note 15,
"Commitments and Contingencies--Environmental Matters."
 
 Earnings Per Share
 
  Earnings per share of common stock are based on the average number of shares
of common stock outstanding during each period. For purposes of computing
earnings per share, Series A preferred stock was included in average common
shares outstanding until its conversion into common stock in December 1994;
therefore, the preferred dividends paid were not deducted from net income to
determine net income to common stock. The inclusion of Series A preferred stock
in the computation of earnings per share was antidilutive for the years and
certain quarters in 1994 and 1993. Other convertible securities and common
stock equivalents outstanding during each of the three years ended December 31,
1995, 1994 and 1993, were not materially dilutive.
 
  In 1992, 12,000,000 shares of common stock were issued to the Stock Employee
Compensation Trust ("SECT"). Shares of common stock issued to a related trust
are not considered to be outstanding in the computation of average shares of
common stock outstanding until the shares are utilized to fund the obligations
for which the trust was established. During the years ended December 31, 1995,
1994 and 1993, the SECT issued 2,697,770, 2,464,721 and 2,479,425 shares,
respectively.
 
  Under Tenneco's stock repurchase programs, a total of 14.3 million shares of
Tenneco Inc. common stock have been acquired since December 1994, and are
included in "Shares held as treasury stock, at cost" on the balance sheet. For
further information on this subject, reference is made to Note 9, "Common
Stock."
 
                                       46
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Foreign Currency Translation
 
  Financial statements of international subsidiaries are translated into U.S.
dollars using the exchange rate at each balance sheet date for assets and
liabilities and the weighted average exchange rate for each applicable period
for revenues, expenses and gains and losses. Translation adjustments are
reflected in the balance sheet caption "Cumulative translation adjustments."
 
 Use of Estimates
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions in
determining the reported amounts of Tenneco's assets, liabilities, revenues and
expenses. Reference is made to the "Revenue Recognition" and "Income Taxes"
sections of this footnote and Notes 6, 12, 13 and 15 for additional information
on significant estimates included in Tenneco's financial statements.
 
 Reclassifications
 
  Prior years' financial statements have been reclassified where appropriate to
conform to 1995 presentations.
 
2. ACQUISITIONS
 
  In November 1995, Tenneco acquired the plastics division of Mobil Corporation
for $1.3 billion. The plastics business is the largest North American producer
of polyethylene and polystyrene consumer and food service packaging and became
part of Tenneco Packaging.
 
  Tenneco's acquisition of the plastics business was accounted for as a
purchase; accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based on preliminary estimates of their
fair values. Final purchase price allocations will be based on more complete
evaluations and may differ from the original allocation. The excess of the
purchase price over the fair value of the net assets acquired is included in
the balance sheet caption, "Investment in subsidiaries in excess of fair value
of net assets at date of acquisition, less amortization" and is being amortized
on a straight-line basis over 40 years. The purchase was initially financed by
a combination of short-term debt and cash. In December 1995, Tenneco refinanced
a portion of the purchase price through a $600 million long-term debt offering.
See Note 4, "Long-Term Debt, Short-Term Debt and Financing Arrangements."
 
  The following unaudited pro forma information of Tenneco Inc. and
consolidated subsidiaries illustrates the effect of the plastics business
acquisition as if it had occurred at the beginning of 1994, after giving effect
to certain pro forma adjustments including amortization of the excess purchase
price, depreciation and other adjustments based on the preliminary purchase
price allocation and interest expense related to financing the acquisition,
together with estimates of the related income tax effects.
 
<TABLE>
<CAPTION>
                                                             (UNAUDITED)
                                                       YEARS ENDED DECEMBER 31
                                                       ------------------------
                                                          1995         1994
                                                       ----------- ------------
                                                              (MILLIONS)
      <S>                                              <C>         <C>
      Net sales and operating revenues................      $9,895      $13,211
      Income from continuing operations
       applicable to common stock..................... $       733 $        572
      Earnings per average share of common stock from
       continuing operations.......................... $      4.21 $       3.18
</TABLE>
 
                                       47
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The summarized pro forma information has been prepared for comparative
purposes only. It is not intended to be indicative of the actual operating
results that would have occurred had the acquisition been consummated at the
beginning of 1994, or the results which may be attained in the future.
 
  During 1995, Tenneco made various other acquisitions of assets and
investments. Tenneco Energy acquired the natural gas pipeline assets of the
Pipeline Authority of South Australia, which includes a 488-mile pipeline, for
approximately $225 million. Tenneco Energy also acquired a 50% interest in two
gas-fired cogeneration plants from ARK Energy, a privately-owned power
generation company, for approximately $65 million in cash and Tenneco Inc.
common stock. Tenneco Packaging completed acquisitions of 10 packaging
businesses for total consideration of approximately $196 million in cash, notes
and Tenneco Inc. common stock. In addition, Tenneco Automotive completed four
acquisitions for approximately $54 million.
 
  Each of the acquisitions was accounted for as a purchase. If these assets and
investments had been acquired January 1, 1995, net income would not have been
significantly different from the reported amount.
 
  In 1994, Tenneco Automotive acquired Heinrich Gillet GmbH & Co. KG for $44
million in cash and $69 million in assumed debt.
 
3. DISCONTINUED OPERATIONS, DISPOSITION OF ASSETS AND EXTRAORDINARY LOSS
 
 Discontinued Operations
 
  In March 1995, Tenneco completed an initial public offering of 100% of its
Albright & Wilson chemicals segment. The offering was underwritten in the
United Kingdom and was offered primarily in the United Kingdom. Also in 1994,
Tenneco sold its brakes operation. Net proceeds from the sales of the chemicals
and the brakes operations were approximately $700 million and $18 million,
respectively.
 
  Net assets and results from discontinued operations as of and for the years
ended December 31, 1994 and 1993, are as follows:
<TABLE>
<CAPTION>
                                              1994             1993
                                        ---------------- ----------------
                                        CHEMICALS BRAKES CHEMICALS BRAKES
                                        --------- ------ --------- ------
                                                       (MILLIONS)
<S>                                     <C>       <C>    <C>       <C>    
Net assets at December 31.............    $ 639    $ --    $558      $61
                                          =====    ====    ====     ====
Net sales and operating revenues......    $ 986    $ 62    $914      $54
                                          =====    ====    ====     ====
Income (loss) before income taxes and
 interest allocation..................    $  40    $ (8)   $ 69     $ (8)
Income tax (expense) benefit..........       (9)      5      (5)       4
                                          -----    ----    ----     ----
Income (loss) before interest
 allocation...........................       31      (3)     64       (4)
Allocation of interest expense, net of
 income tax (a).......................      (19)     (2)    (19)      (3)
                                          -----    ----    ----     ----
Net income (loss).....................       12      (5)     45       (7)
                                          -----    ----    ----     ----
Loss on disposition...................      (55)    (41)     --       --
Income tax (expense) benefit from loss
 on disposition.......................     (115)     15      --       --
                                          -----    ----    ----     ----
Net loss on disposition...............     (170)    (26)     --       --
                                          -----    ----    ----     ----
  Net income (loss) from discontinued
   operations.........................    $(158)   $(31)   $ 45     $ (7)
                                          =====    ====    ====     ====
</TABLE>
--------
(a) The allocation of interest expense to discontinued operations is based on
    the ratio of net assets of discontinued operations to consolidated net
    assets plus debt.
 
                                       48
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Disposition of Assets
 
  Case Common Stock
 
  In June 1994, Tenneco completed an IPO of approximately 29% of the common
stock of Case. In November 1994, a secondary offering of Case common stock
reduced Tenneco's ownership interest in Case to approximately 44%. Combined
proceeds from the two transactions was $694 million, net of commissions and
offering expenses. The combined gain on the transactions was $36 million,
including a $7 million tax benefit.
 
  In August 1995, Tenneco sold an additional 16.1 million shares of Case common
stock for net proceeds of approximately $540 million. The sale resulted in a
pre-tax gain of $101 million and reduced Tenneco's ownership in Case from 44%
to 21%.
 
  Other
 
  In December 1995, Tenneco Energy sold its 50% interest in Kern River Gas
Transmission Company ("Kern River") for a pre-tax gain of $30 million. Kern
River owns a 904-mile pipeline extending from Wyoming to California. Also in
1995, Tenneco sold certain other facilities and assets, principally at its
Tenneco Packaging and Tenneco Energy segments, and a subordinated note
receivable for a combined pre-tax net gain of $31 million.
 
  During 1994, Tenneco disposed of several assets and investments including a
facility, machinery and equipment at Tenneco Packaging and facilities and
equipment at Case. Proceeds from these dispositions were $125 million resulting
in a pre-tax loss of $2 million. Also in 1994, Tenneco Energy Resources
Corporation, a subsidiary which operates nonregulated gas marketing and
intrastate pipeline businesses, issued 50 shares of its common stock, diluting
Tenneco's ownership in this subsidiary to 80%. Cash proceeds were $41 million
resulting in a gain of $23 million. No taxes were provided on the gain because
management expects that the recorded investment will be recovered in a tax-free
manner.
 
  During 1993, Tenneco disposed of a number of assets and investments including
its Newport News' Sperry Marine business; several Tenneco Packaging operations;
two wholly-owned Tenneco Energy companies, Viking Gas Transmission Company and
Dean Pipeline Company; and facilities and land of two foreign Case operations.
The proceeds from dispositions were $266 million and the pre-tax gain was $112
million.
 
 Extraordinary Loss
 
  In June 1994, an extraordinary loss of $5 million was recorded, net of $2
million income tax benefit, for the redemption premium resulting from the
prepayment of debt.
 
  In April 1993, Tenneco Inc. issued 23.5 million shares of common stock for
approximately $1.1 billion. The proceeds were used to retire $327 million of
short-term debt, $688 million of long-term debt and $14 million of variable-
rate preferred stock. In November 1993, Tenneco retired DM250 million bonds.
The redemption premium related to the retirement of long-term debt resulting
from these two transactions ($25 million, net of income tax benefits of $13
million) was recorded as an extraordinary loss.
 
                                       49
<PAGE>
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
4. LONG-TERM DEBT, SHORT-TERM DEBT AND FINANCING ARRANGEMENTS
 
 Long-Term Debt
 
  A summary of long-term debt outstanding at December 31, 1995 and 1994, is
set forth in the following table:
 
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                  ------ ------
                                                                   (MILLIONS)
<S>                                                               <C>    <C>
TENNECO INDUSTRIAL
Tenneco Inc.--
  Debentures due 1998 through 2025, average effective interest
   rate 8.7% in 1995 and 9.7% in 1994 (net of $2 million in 1995
   and 1994 of unamortized discount)............................. $  698 $  398
  Notes due 1996 through 2005, average effective interest rate
   8.8% in 1995 and 9.2% in 1994 (net of $5 million in 1995 and
   $4 million in 1994 of unamortized discount)...................  1,962  1,681
Tennessee Gas Pipeline Company--
  Debentures due 2011, effective interest rate 15.1% in 1995 and
   1994 (net of $216 million in 1995 and $219 million in 1994 of
   unamortized discount).........................................    184    181
  Notes due 1996 through 1997, average effective interest rate
   9.7% in 1995 and 10.1% in 1994 (net of $5 million in 1995 and
   $8 million in 1994 of unamortized discount)...................    573    808
Other subsidiaries--
  Notes due 1996 through 2014, average effective interest rate
   8.5% in 1995 and 8.6% in 1994 (net of $19 million in 1995 and
   $20 million in 1994 of unamortized discount)..................     47     51
                                                                  ------ ------
                                                                   3,464  3,119
                                                                  ------ ------
Less--Current maturities.........................................    262    254
                                                                  ------ ------
                                                                   3,202  2,865
                                                                  ------ ------
TENNECO FINANCE
Tenneco Credit Corporation--
  Senior notes due 1996 through 2001, average effective interest
   rate 9.7% in 1995 and 9.6% in 1994 (net of $1 million in 1995
   and $2 million in 1994 of unamortized discount)...............    549    749
  Medium-term notes due 1996 through 2002, average interest rate
   9.0% in 1995 and 9.4% in 1994.................................     38     73
  Subordinated notes due 1998 through 2001, average interest rate
   9.9% in 1995 and 1994.........................................     92     92
Other subsidiaries--
  Notes due 1996 through 2010, average effective interest rate
   12.7% in 1995 and 1994 (net of $27 million in 1995 and $28
   million in 1994 of unamortized discount)......................     28     30
                                                                  ------ ------
                                                                     707    944
Less--Current maturities.........................................    158    239
                                                                  ------ ------
                                                                     549    705
                                                                  ------ ------
                                                                  $3,751 $3,570
                                                                  ====== ======
</TABLE>
 
  At December 31, 1995 and 1994, approximately $72 million and $154 million,
respectively, of gross plant, property and equipment was pledged as collateral
to secure $30 million and $31 million, respectively, principal amounts of
long-term debt.
 
                                      50
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The aggregate maturities and sinking fund requirements applicable to the
issues outstanding at December 31, 1995, are $420 million, $521 million, $845
million, $255 million and $181 million for 1996, 1997, 1998, 1999 and 2000,
respectively.
 
 Short-Term Debt
 
  Tenneco uses commercial paper, lines of credit and overnight borrowings to
finance its short-term capital requirements. Information regarding short-term
debt for the years ended December 31, 1995 and 1994 follows:
 
<TABLE>
<CAPTION>
                                            1995                   1994
                                   ---------------------- ----------------------
                                   COMMERCIAL   CREDIT    COMMERCIAL   CREDIT
                                     PAPER    AGREEMENTS*   PAPER    AGREEMENTS*
                                   ---------- ----------- ---------- -----------
                                               (DOLLARS IN MILLIONS)
<S>                                <C>        <C>         <C>        <C>
Outstanding borrowings at end of
 year............................     $346       $101        $ --      $   44
Weighted average interest rate on
 outstanding borrowings at end of
 year............................      6.2%       7.2%         --         9.8%
Approximate maximum month-end
 outstanding borrowings during
 year............................     $615       $486        $362      $1,023
Approximate average month-end
 outstanding borrowings during
 year............................     $109       $103        $164      $  375
Weighted average interest rate on
 approximate average month-end
 outstanding borrowings during
 year............................      6.2%       8.6%        4.6%        6.4%
</TABLE>
--------
* Includes borrowings under both committed credit facilities and uncommitted
  lines of credit and similar arrangements.
 
  Tenneco had other short-term borrowings outstanding of $41 million at
December 31, 1995, and $8 million at December 31, 1994.
 
 Financing Arrangements
 
  As of December 31, 1995, Tenneco and its subsidiaries had arranged committed
credit facilities of $2.5 billion:
 
<TABLE>
<CAPTION>
                                                 COMMITTED CREDIT FACILITIES(A)
                                                 --------------------------------
                                         TERM    COMMITMENTS  UTILIZED  AVAILABLE
                                       --------- -----------  --------  ---------
                                                           (MILLIONS)
<S>                                    <C>       <C>          <C>       <C>
Tenneco Inc. credit agreements........ 1996-1999   $2,400(b)    $346(c)  $2,054
Subsidiaries credit agreements........   Various      122         47         75
                                                   ------       ----     ------
                                                   $2,522       $393     $2,129
                                                   ======       ====     ======
</TABLE>
--------
Notes:(a) Tenneco and its subsidiaries generally are required to pay commitment
          fees on the unused portion of the total commitment and facility fees
          on the total commitment.
    (b) In 1996, $400 million of these agreements expire; the remainder are
        committed through 1999. Of the total committed long-term credit
        facilities, $400 million are available to both Tenneco Inc. and
        Tenneco Finance.
    (c) Tenneco's committed long-term credit facilities support its
        commercial paper borrowings; consequently, the amount available
        under the committed long-term credit facilities is reduced by
        outstanding commercial paper borrowings.
 
                                       51
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Restrictions on the Payment of Dividends
 
  Tenneco Inc.'s credit agreements contain provisions that limit the amount of
dividends paid on its common stock. At December 31, 1995, under the most
restrictive provisions contained in these credit agreements, Tenneco Inc. had
in excess of $300 million available for the payment of dividends.
 
  Tennessee Gas Pipeline Company ("Tennessee"), a wholly-owned consolidated
subsidiary, is restricted as to the payment of dividends under certain of its
notes and debentures. Under the provisions of such agreements, Tennessee had
approximately $3.7 billion of unrestricted retained earnings at December 31,
1995 for payment of dividends. The payment of unrestricted amounts by Tennessee
would not affect the amount of retained earnings of Tenneco Inc. available for
dividends on common stock.
 
5. FINANCIAL INSTRUMENTS
 
  The carrying and estimated fair values of Tenneco's financial instruments by
class at December 31, 1995 and 1994, were as follows:
 
<TABLE>
<CAPTION>
                                                   1995             1994
                                              ---------------  ---------------
                                              CARRYING  FAIR   CARRYING  FAIR
                                               AMOUNT  VALUE    AMOUNT  VALUE
                                              -------- ------  -------- ------
                                                        (MILLIONS)
                                                   ASSETS (LIABILITIES)
<S>                                           <C>      <C>     <C>      <C>
Asset and Liability Instruments
  Cash and temporary cash investments........  $  354  $  354   $  405  $  405
  Receivables (customer and long-term).......   1,356   1,356    2,604   2,604
  Accounts payable (trade)...................  (1,102) (1,102)  (1,053) (1,053)
  Short-term debt (excluding current
   maturities)...............................    (488)   (488)     (52)    (52)
  Long-term debt (including current
   maturities)...............................  (4,171) (4,759)  (4,063) (4,286)
Instruments With Off-Balance-Sheet Risk
  Derivative
    Interest rate swaps:
      In a net receivable position...........      --      10       --      --
      In a net payable position..............      --     (22)      --     (30)
    Foreign currency contracts...............       5       4       15      20
    Natural gas swaps, futures and options...      --       3       --      (5)
  Non-derivative
    Financial guarantees.....................      --     (30)      --     (50)
</TABLE>
 
 Asset and Liability Instruments
 
  The fair value of cash and temporary cash investments, receivables, accounts
payable, and short-term debt in the above table was considered to be the same
as or was not determined to be materially different from the carrying amount.
At December 31, 1995 and 1994, respectively, Tenneco's aggregate customer and
long-term receivable balance was concentrated by industry segment as follows:
Tenneco Automotive, 28% and 15%; Tenneco Energy, 14% and 11%; Tenneco
Packaging, 9% and 11%; Newport News Shipbuilding, 9% and 8%; United States
retail farm and construction equipment receivables held by Tenneco Credit
Corporation, 33% and 30%; all other amounts were not significant.
 
  Long-term debt--The fair value of fixed-rate long-term debt was based on the
market value of debt with similar maturities and interest rates; the carrying
amount of floating-rate debt was assumed to approximate its fair value.
 
                                       52
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Instruments With Off-Balance-Sheet Risk
 
 Derivative
 
  Interest Rate Swaps--The fair value of interest rate swaps was based on the
cost that would have been incurred to buy out those swaps in a loss position
and the consideration that would have been received to terminate those swaps in
a gain position. At December 31, 1995 and 1994, Tenneco was a party to swaps
with a notional value of $1.5 billion and $1.6 billion, respectively. At
December 31, 1995, $750 million were in a net receivable position and $795
million were in a net payable position. At December 31, 1994, the entire $1.6
billion was in a net payable position. Notional amounts associated with these
swaps do not represent future cash payment requirements. These contractual
amounts are only used as a base to measure amounts to be exchanged at specified
settlement dates.
 
  Consistent with its overall policy, Tenneco uses these instruments from time
to time only to hedge known, quantifiable risks arising from fluctuations in
interest rates. The counterparties to these interest rate swaps are major
international financial institutions. The risk associated with counterparty
default on interest rate swaps is measured as the cost of replacing, at the
prevailing market rates, those contracts in a gain position. In the event of
non-performance by the counterparties, the cost to replace outstanding interest
rate swaps at December 31, 1995 and 1994, would not have been material.
 
  Foreign Currency Contracts--Tenneco utilizes foreign exchange forward
contracts and foreign currency interest rate swaps to hedge certain translation
effects of Tenneco's investment in net assets in certain foreign subsidiaries.
Pursuant to these arrangements, Tenneco recognized aggregate after-tax
translation gains (losses) of $3 million, $(2) million and $5 million for 1995,
1994 and 1993, respectively, which have been included in the balance sheet
caption, "Cumulative translation adjustments."
 
  In the normal course of business, Tenneco and its foreign subsidiaries also
routinely enter into various foreign currency forward purchase and sale
contracts to hedge the transaction effect of exchange rate movements on
receivables and payables denominated in foreign currencies. These foreign
currency contracts generally mature in one year or less.
 
  In managing its foreign currency exposures, Tenneco identifies naturally
occurring offsetting positions and then hedges residual exposures. The
following table summarizes by major currency the contractual amounts of foreign
currency contracts utilized by Tenneco:
 
<TABLE>
<CAPTION>
                                                     NOTIONAL AMOUNT
                                            -----------------------------------
                                                                 DECEMBER 31,
                                            DECEMBER 31, 1995        1994
                                            ------------------- ---------------
                                             PURCHASE   SELL    PURCHASE  SELL
                                            ---------- -------- -------- ------
                                                       (MILLIONS)
<S>                                         <C>        <C>      <C>      <C>
Foreign currency contracts (in US$):
  Australian Dollars.......................   $      1     $202  $   94  $   26
  British Pounds...........................         81      125     277     964
  Canadian Dollars.........................         23       50      81      74
  French Francs............................         44       16      94      15
  U.S. Dollars.............................        240       81     244     377
  Other....................................        127       83     274     123
                                              -------- --------  ------  ------
                                              $    516 $    557  $1,064  $1,579
                                              ======== ========  ======  ======
</TABLE>
 
  Based on exchange rates at December 31, 1995 and 1994, the cost of replacing
these contracts in the event of non-performance by the counterparties would not
have been material.
 
                                       53
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  Price Risk Management--Tenneco uses exchange-traded futures and option
contracts and over-the-counter option and swap contracts to reduce its exposure
to fluctuations in the prices of natural gas. The fair value of these contracts
is based upon the estimated consideration that would be received to terminate
those contracts in a gain position and the estimated cost that would be
incurred to terminate those contracts in a loss position. As of December 31,
1995 and 1994, these contracts, maturing through 1997 and 1996, respectively,
had an absolute notional contract quantity of 321 Bcf and 187 Bcf,
respectively. Since the contracts described above are designated as hedges
whose fair values correlate to price movements of natural gas, any gains or
losses on the contracts resulting from market changes will be offset by losses
or gains on the hedged transactions. Tenneco has off-balance sheet risk of
credit loss in the event of non-performance by counterparties to all over-the-
counter contracts. However, Tenneco does not anticipate non-performance by the
counterparties.
 
 Non-derivative
 
  Guarantees--At December 31, 1995 and 1994, Tenneco had guaranteed payment and
performance of approximately $30 million and $50 million, respectively,
primarily with respect to letters of credit and other guarantees supporting
various financing and operating activities.
 
6. FEDERAL ENERGY REGULATORY COMMISSION ("FERC") REGULATORY MATTERS
 
 Restructuring Proceedings
 
  Pursuant to Order 636 issued by the FERC on April 8, 1992, Tennessee
implemented revisions to its tariff, effective on September 1, 1993, which
restructured its transportation, storage and sales services to convert
Tennessee from primarily a merchant to primarily a transporter of gas. As a
result of this restructuring, Tennessee's gas sales declined while certain
obligations to producers under long-term gas supply contracts continued,
causing Tennessee to incur significant restructuring transition costs. Pursuant
to the provisions of Order 636 allowing for the recovery of transition costs
related to the restructuring, Tennessee has made filings to recover gas supply
realignment ("GSR") costs resulting from remaining gas purchase obligations,
costs related to its Bastian Bay facilities, the remaining unrecovered balance
of purchased gas ("PGA") costs and the "stranded" cost of Tennessee's
continuing contractual obligation to pay for capacity on other pipeline systems
("TBO costs").
 
  Tennessee's filings to recover costs related to its Bastian Bay facilities
have been rejected by the FERC based on the continued use of the gas production
from the field; however, the FERC recognized the ability of Tennessee to file
for the recovery of losses upon disposition of these assets. Tennessee has
filed for appellate review of the FERC actions and is confident that the
Bastian Bay costs will ultimately be recovered as transition costs under Order
636; the FERC has not contested the ultimate recoverability of these costs.
 
  The filings implementing Tennessee's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery is subject to refund pending FERC review and approval for eligibility:
1) direct-billing of unrecovered PGA costs to its former sales customers over a
twelve-month period; 2) recovery of TBO costs, which Tennessee is obligated to
pay under existing contracts, through a surcharge from firm transportation
customers, adjusted annually; and 3) GSR cost recovery of 90% of such costs
over a period of up to 36 months from firm transportation customers and
recovery of 10% of such costs from interruptible transportation customers over
a period of up to 60 months.
 
                                       54
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  Following negotiations with its customers, Tennessee filed in July 1994 with
the FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides
for the recovery of PGA costs of approximately $100 million and the recovery of
costs associated with the transfer of storage gas inventory to new storage
customers in Tennessee's restructuring proceeding. The PGA Stipulation
eliminates all challenges to the PGA costs, but establishes a cap on the
charges that may be imposed upon former sales customers. On November 15, 1994,
the FERC issued an order approving the PGA Stipulation and resolving all
outstanding issues. On April 5, 1995, the FERC issued its order on rehearing
affirming its initial approval of the PGA Stipulation. Tennessee implemented
the terms of the PGA Stipulation and made refunds in May 1995. The refunds had
no material effect on Tenneco's reported net income. The orders approving the
PGA Stipulation have been appealed to the D.C. Circuit Court of Appeals by
certain customers. Tennessee believes the FERC orders approving the PGA
Stipulation will be upheld on appeal.
 
  Tennessee is recovering through a surcharge, subject to refund, TBO costs
formerly incurred to perform its sales function, pending FERC review of data
submitted by Tennessee. The FERC subsequently issued an order requiring
Tennessee to refund certain costs from this surcharge. Tennessee is appealing
this decision and believes such appeal will likely be successful.
 
  With regard to Tennessee's GSR costs, Tennessee, along with three other
pipelines, executed four separate settlement agreements with Dakota
Gasification Company and the U.S. Department of Energy and initiated four
separate proceedings at the FERC seeking approval to implement the settlement
agreements. The settlement resolved litigation concerning purchases made by
Tennessee of synthetic gas produced from the Great Plains Coal Gasification
plant ("Great Plains"). The FERC previously ruled that the costs related to the
Great Plains project are eligible for recovery through GSR and other special
recovery mechanisms and that the costs are eligible for recovery for the
duration of the term of the original gas purchase agreements. On October 18,
1994, the FERC consolidated the four proceedings and set them for hearing
before an administrative law judge ("ALJ"). The hearing, which concluded in
July 1995, was limited to the issue of whether the settlement agreements are
prudent. The ALJ concluded, in his initial decision issued in December 1995,
that the settlement was imprudent. Tennessee has filed exceptions to this
initial decision and believes that this decision will not impair Tennessee's
recovery of the costs resulting from this contract. The FERC has committed to
issuing a final order by December 31, 1996.
 
  Also related to Tennessee's GSR costs, on October 14, 1993, Tennessee was
sued in the State District Court of Ector County, Texas, by ICA Energy, Inc.
("ICA") and TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
TransTexas contended that Tennessee had an obligation to purchase gas
production which TransTexas thereafter attempted to add unilaterally to the
reserves originally dedicated to a 1979 gas contract. An amendment to the
pleading seeks $1.5 billion from Tennessee for alleged damages caused by
Tennessee's refusal to purchase gas produced from the TransTexas leases
covering the new production and lands. Neither ICA nor TransTexas were original
parties to that contract. However, they contend that any stranger acquiring a
fractional interest in the original committed reserves thereby obtains a right
to add to the contract unlimited volumes of gas production from locations in
South Texas. Tennessee filed a motion for summary judgment, asserting that the
Texas statutes of frauds precluded the plaintiffs from adding new production or
acreage to the contract. On May 4, 1995, the trial court granted Tennessee's
motion for summary judgment; the plaintiffs have filed a notice of appeal.
Thereafter, ICA and TransTexas filed a motion for summary judgment on a
separate issue involving the term "committed reserves" and whether Tennessee
has a contractual obligation to purchase gas produced from a lease not
described in the gas contract. On November 8, 1995, the trial court granted
ICA's and TransTexas' motion in part. That order, which would be finalized upon
conclusion of the trial, also held that ICA's and TransTexas' rights are
subject to certain limitations of the Texas Business and Commerce Code. In
addition to these defenses, which are to be resolved at trial, Tennessee has
other defenses which it has asserted and intends to pursue. Tennessee has
 
                                       55
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
filed a Motion to Clarify the November 8, 1995 order together with a new motion
for partial summary judgment concerning the committed reserve issue. The
November 8, 1995 ruling does not affect the trial court's previous May 4, 1995
order granting summary judgment to Tennessee.
 
  Tennessee has been engaged in separate settlement and contract reformation
discussions with holders of certain gas purchase contracts who have sued
Tennessee. Although Tennessee believes that its defenses in the underlying gas
purchase contract actions are meritorious, Tennessee accrued amounts in the
first quarter of 1995 which it believes are adequate to cover the resolution of
these matters. On August 1, 1995, the Texas Supreme Court affirmed a ruling of
the Court of Appeals favorable to Tennessee in one of these matters and
indicated that it would remand the case to the trial court. Motions for
rehearing have been filed by the producers. As of the date hereof, the court
had not ruled on those motions and mandate had not been issued.
 
  As of December 31, 1995, Tennessee has deferred GSR costs yet to be recovered
from its customers of approximately $462 million, net of $316 million
previously recovered from its customers, subject to refund. A proceeding before
a FERC ALJ is scheduled to commence in early 1996 to determine whether
Tennessee's GSR costs are eligible for cost recovery. The FERC has generally
encouraged pipelines to settle such issues through negotiations with customers.
Although Order 636 provides for complete recovery by pipelines of eligible and
prudently incurred transition costs, certain customers have challenged the
prudence and eligibility of Tennessee's GSR costs and Tennessee has engaged in
settlement discussions with its customers concerning the amount of such costs
in response to the FERC and customer statements acknowledging the desirability
of such settlements.
 
  Given the uncertainty over the results of ongoing discussions between
Tennessee and its customers related to the recovery of GSR costs and the
uncertainty related to predicting the outcome of its gas purchase contract
reformation efforts and the associated litigation, Tenneco is unable to predict
the timing or the ultimate impact that the resolution of these issues will have
on its consolidated financial position or results of operations.
 
 Rate Proceedings
 
  On December 30, 1994, Tennessee filed for a general rate increase (the "1995
Rate Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, Tennessee
began collecting rates, subject to refund, reflecting an $87 million increase
in Tennessee's annual revenue requirement. Settlement discussions with the FERC
staff and customers regarding 1995 Rate Case issues, including structural rate
design and increased revenue requirements, are ongoing and Tennessee is
reserving revenues it believes adequate to cover any refunds that may be
required upon final settlement of this proceeding. A hearing is scheduled to
commence in March 1996.
 
                                       56
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
7. INCOME TAXES
 
  The domestic and foreign components of income from continuing operations
before income taxes are as follows:
 
<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 DECEMBER 31
                                                               ----------------
                                                                1995  1994 1993
                                                               ------ ---- ----
                                                                  (MILLIONS)
      <S>                                                      <C>    <C>  <C>
      U.S. income before income taxes......................... $  907 $766 $530
      Foreign income before income taxes......................    123  206  140
                                                               ------ ---- ----
      Income before income taxes.............................. $1,030 $972 $670
                                                               ====== ==== ====
</TABLE>
 
  Following is a comparative analysis of the components of consolidated income
tax expense applicable to continuing operations:
 
<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 DECEMBER 31
                                                                ---------------
                                                                1995 1994  1993
                                                                ---- ----  ----
                                                                  (MILLIONS)
      <S>                                                       <C>  <C>   <C>
      Current--
        U.S.................................................... $  1 $(18) $ 50
        State and local........................................   45   42    56
        Foreign................................................   66   98    30
                                                                ---- ----  ----
                                                                 112  122   136
                                                                ---- ----  ----
      Deferred--
        U.S....................................................  150  211   121
        State and local........................................   10   14    11
        Foreign................................................    1  (46)  (11)
                                                                ---- ----  ----
                                                                 161  179   121
                                                                ---- ----  ----
      Income tax expense....................................... $273 $301  $257
                                                                ==== ====  ====
</TABLE>
 
  Following is a reconciliation of income taxes computed at the U.S. federal
income tax rate (35% for all years presented) to the income tax expense from
continuing operations reflected in the Statements of Income:
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED
                                                               DECEMBER 31
                                                              ----------------
                                                              1995  1994  1993
                                                              ----  ----  ----
                                                                (MILLIONS)
<S>                                                           <C>   <C>   <C>
Tax expense computed at the U.S. federal income tax rate..... $360  $340  $235
Increases (reductions) in income tax expense resulting from:
  Foreign income taxed at different rates and foreign losses
   with no tax benefit.......................................   14    30    26
  Permanent differences on sale of businesses................   18   (48)   (6)
  State and local taxes on income, net of U.S. federal income
   tax benefit...............................................   36    36    43
  U.S. federal income tax rate change........................   --    --     8
  Realization of unrecognized deferred tax assets............ (174)  (42)  (37)
  Other......................................................   19   (15)  (12)
                                                              ----  ----  ----
Income tax expense........................................... $273  $301  $257
                                                              ====  ====  ====
</TABLE>
 
                                       57
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The components of Tenneco's net deferred tax liability at December 31, 1995
and 1994, were as follows:
 
<TABLE>
<CAPTION>
                                                                 1995    1994
                                                                ------  ------
                                                                 (MILLIONS)
<S>                                                             <C>     <C>
Deferred tax assets--
  Tax loss carryforwards....................................... $  246  $  356
  Postretirement benefits other than pensions..................    181     181
  GSR reserve..................................................    141      --
  Environmental reserve........................................     76      83
  Other........................................................    135     183
  Valuation allowance..........................................   (200)   (374)
                                                                ------  ------
    Net deferred tax asset.....................................    579     429
                                                                ------  ------
Deferred tax liabilities--
  Tax over book depreciation...................................    801     798
  Pension......................................................    175     163
  Asset related to GSR costs of operations regulated by the
   FERC........................................................    141      --
  Long-term shipbuilding contracts.............................     62      54
  Debt related items...........................................     43      44
  Book versus tax gains and losses on asset disposals..........     86     475
  Other........................................................    194     282
                                                                ------  ------
    Total deferred tax liability...............................  1,502   1,816
                                                                ------  ------
Net deferred tax liability..................................... $  923  $1,387
                                                                ======  ======
</TABLE>
 
  As reflected by the valuation allowance in the table above, Tenneco had
potential tax benefits of $200 million and $374 million at December 31, 1995
and 1994, respectively, which were not recognized in the Statements of Income
when generated. These benefits resulted primarily from tax loss carryforwards
which are available to reduce future tax liabilities. During 1995, Tenneco
reduced its deferred tax asset valuation allowance due to the recognition of
tax loss carryforwards utilized to offset income taxes payable on asset and
investment dispositions.
 
  At December 31, 1995, Tenneco had tax benefits of $163 million related to
U.S. capital loss carryforwards which expire in 1999 and $83 million from
foreign net operating loss carryforwards which will carry forward indefinitely.
 
8. INVESTMENT IN AFFILIATED COMPANIES
 
  Tenneco holds investments in various affiliates which are accounted for on
the equity method of accounting. The principal equity method investments during
1995 and 1994 were Tenneco's investment in Case common stock and its 50%
investment in Kern River. As previously discussed, during 1995, Tenneco reduced
its total ownership in Case from 44% to 21% and sold its investment in Kern
River. Additionally, Case was not accounted for by the equity method of
accounting until December 1994, when Tenneco's total ownership in Case was
reduced below 50%. At December 31, 1995, the quoted market value of Tenneco's
21% investment in Case was approximately $694 million.
 
  At December 31, 1995, Tenneco's retained earnings included equity in
undistributed earnings and cumulative translation adjustments from equity
method investments of $113 million and $(4) million, respectively; at December
31, 1994, the corresponding amounts were $154 million and $(29) million,
respectively. Dividends and distributions received from affiliates accounted
for on the equity method were $60 million, $50 million and $45 million during
1995, 1994 and 1993, respectively.
 
                                       58
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  Summarized financial information of Tenneco's proportionate share of 50% or
less owned companies accounted for by the equity method of accounting as of
December 31, 1995, 1994 and 1993, and for the years then ended is as follows:
 
<TABLE>
<CAPTION>
                                                              1995   1994  1993
                                                             ------ ------ ----
                                                                 (MILLIONS)
<S>                                                          <C>    <C>    <C>
Current assets.............................................. $  683 $1,249 $161
Non-current assets..........................................  1,103  2,133  970
Short-term debt.............................................    336    278   36
Other current liabilities...................................    338    676  100
Long-term debt..............................................    341  1,147  510
Other non-current liabilities...............................    151    284   15
Equity in net assets........................................    620    997  470
Revenues and other income...................................  1,975    738  581
Costs and expenses..........................................  1,799    684  529
Net income..................................................    176     54   52
</TABLE>
--------
Note: The above table reflects Tenneco's 44% ownership in Case from December
      1994 through July 1995, and the remaining 21% ownership in Case for
      August 1995 and subsequent periods. In addition, balance sheet amounts
      related to Kern River are not included in the table above as of December
      31, 1995 due to the sale discussed above.
 
9. COMMON STOCK
 
  Tenneco Inc. has authorized 350 million shares ($5.00 par value) of common
stock, and 191,351,615 and 191,335,193 shares were issued at December 31, 1995
and 1994, respectively. At December 31, 1995, the SECT held 4,358,084 shares
which are included in the issued shares quoted above. Treasury stock held by
Tenneco was 16,422,619 and 3,617,510 shares at the respective dates.
 
 Stock Repurchase Plans
 
  Tenneco completed the $500 million common stock repurchase program initiated
in December 1994. In 1995, Tenneco announced two additional repurchase
programs, one for up to 3 million shares and another for 2.5 million shares.
Purchases executed through the programs were made in the open market or in
negotiated purchases. Under these programs, approximately 14.3 million shares
have been acquired at a total cost of $646 million and are included in "Shares
held as treasury stock, at cost" on the balance sheet at December 31, 1995.
 
 Reserved
 
  At December 31, 1995, the shares of Tenneco Inc. common stock reserved for
issuance were as follows:
 
<TABLE>
      <S>                                                              <C>
      ORIGINAL ISSUE SHARES
      Restricted Stock Plan...........................................   323,706
      Stock Option Plan............................................... 3,241,573
      Performance Unit Plan........................................... 1,654,494
      Other...........................................................    35,820
                                                                       ---------
                                                                       5,255,593
                                                                       =========
      TREASURY STOCK
      Dividend Reinvestment Plan......................................   640,456
                                                                       =========
</TABLE>
 
                                       59
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Stock Plans
 
  1994 Tenneco Inc. Stock Ownership Plan--In May 1994, Tenneco adopted the
Stock Ownership Plan effective as of December 8, 1993. This plan provides
Tenneco the latitude to grant a variety of awards, such as common stock, stock
equivalent units, dividend equivalents, performance units, stock appreciation
rights ("SARs") and stock options, to officers and key employees of the Tenneco
companies. The plan requires that options and SARs be granted at not less than
the fair market value of a share of common stock on the grant date. The plan
also requires that no award granted shall vest in less than six months after
the grant date. The Company can issue 8,400,000 shares of common stock under
this plan, which will terminate December 31, 1998. At December 31, 1995,
620,030 restricted shares and 19,705 restricted units at an average price of
$48.18 per share and 110,500 stock equivalent units were outstanding under this
plan at an average price of $49.63 per share.
 
  1988 Key Employee Restricted Stock Plan--At December 31, 1995, 524,688
restricted shares and 11,895 restricted units were outstanding under this plan
at an average price of $43.82 per share. These awards generally require, among
other things, that the employee remain an employee of Tenneco during the
restriction period. This plan was superseded by the 1994 Tenneco Inc. Stock
Ownership Plan.
 
  Under another arrangement, 300 shares (250 shares for years prior to 1995) of
restricted stock or restricted units are issued annually to each member of the
Board of Directors who is not also an officer of Tenneco. At December 31, 1995,
13,000 restricted shares and no restricted units were outstanding under this
program at an average price of $45.51 per share.
 
  Options and Stock Appreciation Rights--Tenneco Inc. has granted stock options
and stock appreciation rights to key employees under a prior plan. The options
and SARs became exercisable over four years and lapse after ten years from the
date of grant. The prior plan was superseded by the 1994 Tenneco Inc. Stock
Ownership Plan.
 
  The following table reflects the status and activity for all stock options
issued by Tenneco Inc., including those outside the option plans discussed
above, for the periods indicated:
 
<TABLE>
<CAPTION>
                                   1995                    1994                   1993
                          ----------------------- ----------------------- ---------------------
                           SHARES                  SHARES                 SHARES
                            UNDER                   UNDER                  UNDER
      STOCK OPTIONS        OPTION   OPTION PRICES  OPTION   OPTION PRICES OPTION  OPTION PRICES
      -------------       --------- ------------- --------- ------------- ------- -------------
<S>                       <C>       <C>           <C>       <C>           <C>     <C>
Outstanding, beginning
 of year................  2,084,942 $36.44-$57.50   434,114 $36.44-$53.13 434,379 $34.94-$53.13
Granted--Options........  1,493,505 $42.88-$49.13 1,718,320 $45.75-$57.50  75,000        $48.69
Exercised--Options......      2,700 $39.06-$42.88     2,250 $39.06-$41.13   3,942 $34.94-$41.13
   --SARs...............     45,215 $39.06-$42.13    28,832 $39.06-$48.38  68,347 $34.94-$48.38
Cancelled...............    511,416            --    36,410            --   2,976            --
                          --------- ------------- --------- ------------- ------- -------------
Outstanding, end of
 year...................  3,019,116 $36.44-$53.94 2,084,942 $36.44-$57.50 434,114 $36.44-$53.13
                          ========= ============= ========= ============= ======= =============
Exercisable at end of
 year...................    846,889 $36.44-$53.94   471,732 $36.44-$53.13 275,780 $36.44-$53.13
                          ========= ============= ========= ============= ======= =============
</TABLE>
 
  For the years ended December 31, 1995, 1994 and 1993, compensation expense
for these stock plans was not material.
 
  Employee Stock Purchase Plan--In June 1992, Tenneco initiated an Employee
Stock Purchase Plan. The Plan allows U.S. and Canadian Tenneco employees to
purchase Tenneco Inc. common stock at a 15% discount. Each year employees in
the plan may purchase shares with a discounted value not to exceed $21,250.
Tenneco reserved 5,000,000 shares of treasury stock to be issued through this
plan. At December 31, 1995, 1,844,461 shares had been issued to participants
and the remaining shares are held by the SECT for issuance to employees in this
plan.
 
                                       60
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 Stock Employee Compensation Trust
 
  In November 1992, Tenneco established the SECT to fund a portion of its
obligations arising from its various employee compensation and benefit plans.
Tenneco issued 12,000,000 shares of treasury stock to the SECT in exchange for
a promissory note of $432 million that bears interest at the rate of 7.8% per
annum. The SECT has a five-year life during which it will utilize the common
stock to satisfy those obligations. At December 31, 1995, 7,641,916 shares had
been utilized.
 
 Shareholder Rights Plan
 
  In 1988, Tenneco Inc. adopted a Shareholder Rights Plan ("the Plan") to deter
coercive takeover tactics and to prevent a potential acquiror from gaining
control of Tenneco without offering a fair price to all Tenneco Inc.
shareholders. Under the Plan, each outstanding share of Tenneco Inc. common
stock received one Purchase Right, exercisable at $130, subject to adjustment.
In the event a person or group acquires 20% or more of the outstanding Tenneco
Inc. common stock other than pursuant to an offer for all shares of such common
stock which is fair and in the best interests of Tenneco Inc. and its
shareholders, or has in the judgment of the Tenneco Inc. Board of Directors
acquired a substantial amount of common stock under certain motives deemed
adverse to Tenneco's best interests, each Purchase Right entitles the holder to
purchase shares of common stock or other securities of Tenneco Inc. or, under
certain circumstances, of the acquiring person, having a value of twice the
exercise price. The Purchase Rights, under certain circumstances, are
redeemable by Tenneco Inc. at a price of $.02 per Purchase Right. The Plan is
scheduled to terminate in 1998.
 
 Dividend Reinvestment and Stock Purchase Plan
 
  Under the Tenneco Inc. Dividend Reinvestment and Stock Purchase Plan, holders
of Tenneco Inc. common stock and $7.40 preferred stock may apply their cash
dividends and optional cash investments to the purchase of shares of common
stock.
 
10. PREFERRED STOCK
 
  At December 31, 1995, Tenneco Inc. had authorized 15,000,000 shares of
preferred stock. In addition, Tenneco Inc. has an authorized class of stock
consisting of 50,000,000 shares of junior preferred stock, without par value,
none of which has been issued. Tenneco has reserved 3,500,000 shares of junior
preferred stock for the Shareholder Rights Plan.
 
  The preferred stock issues outstanding at December 31, 1995, are as follows:
 
<TABLE>
<CAPTION>
                                        SHARES    REDEMPTION PERIODS   OPTIONAL
                                      ISSUED AND  ------------------- REDEMPTION
                ISSUE                 OUTSTANDING OPTIONAL  MANDATORY   PRICE
                -----                 ----------- --------  --------- ----------
<S>                                   <C>         <C>       <C>       <C>
$7.40 preferred (no par value).......    587,270  1996-1998 1996-1998    $100
$4.50 preferred (no par value).......    803,723  1996-1999   1999       $100
                                       ---------
                                       1,390,993
                                       =========
</TABLE>
 
  In December 1991, Tenneco issued 17,870,350 Depositary Shares, each
representing one-half of a share of a new series of cumulative preferred stock
designated as Series A preferred stock. On December 16, 1994, Tenneco exercised
its option to call all of the outstanding shares, which were converted into
shares of Tenneco Inc. common stock. In addition, $11 million was paid for
dividends on the Series A preferred stock that were accrued but unpaid at the
conversion date.
 
                                       61
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The $7.40 and $4.50 preferred stock issues have a mandatory redemption value
of $100 per share (an aggregate of $139 million and $159 million at December
31, 1995 and 1994, respectively). Tenneco recorded these preferred stocks at
their fair value at the date of original issue (an aggregate of $250 million)
and is making periodic accretions of the excess of the redemption value over
the fair value at the date of issue. Such accretions are included in the income
statement caption "Preferred stock dividends" as a reduction of net income to
arrive at net income to common stock.
 
  During 1993, Tenneco retired the remainder of a variable rate preferred stock
issue at the redemption price of $100 per share, or $17 million.
 
  The aggregate maturities applicable to preferred stock issues outstanding at
December 31, 1995, are $20 million for each of the years 1996 and 1997, $19
million for 1998 and $80 million for 1999.
 
 Changes in Preferred Stock with Mandatory Redemption Provisions*
 
<TABLE>
<CAPTION>
                                1995              1994              1993
                          ----------------- ----------------- -----------------
                           SHARES    AMOUNT  SHARES    AMOUNT  SHARES    AMOUNT
                          ---------  ------ ---------  ------ ---------  ------
                                   (MILLIONS EXCEPT SHARE AMOUNTS)
<S>                       <C>        <C>    <C>        <C>    <C>        <C>
Balance January 1........ 1,586,764   $147  1,782,508   $163  2,084,796   $191
  Shares redeemed........  (195,771)   (20)  (195,744)   (20)  (302,288)   (31)
  Accretion of excess of
   redemption value over
   fair value at date of
   issue.................        --      3         --      4         --      3
                          ---------   ----  ---------   ----  ---------   ----
Balance December 31...... 1,390,993   $130  1,586,764   $147  1,782,508   $163
                          =========   ====  =========   ====  =========   ====
</TABLE>
--------
* For additional information on Series A preferred stock see Statements of
  Changes in Shareowners' Equity.
 
11. MINORITY INTEREST
 
  At both December 31, 1995 and 1994, Tenneco reported minority interest in the
balance sheet of $320 million. At December 31, 1995, $293 million of minority
interest resulted from the December 1994 sale by Tenneco of a 25% preferred
stock interest in Tenneco International Holding Corp. ("TIHC") to a financial
investor. TIHC is a separate legal entity from Tenneco Inc. and holds certain
assets including the capital stock of Tenneco Canada Inc., Monroe Europe N.V.,
Monroe Australia Proprietary Limited, Walker France S.A. and other subsidiaries
included in the Tenneco Automotive segment. TIHC also holds financial
obligations of Tenneco or guaranteed by Tenneco. For financial reporting
purposes, the assets, liabilities and earnings of TIHC and its subsidiaries
have continued to be consolidated in Tenneco's financial statements, and the
investor's preferred stock interest has been recorded as "Minority interest" in
the balance sheet.
 
  Dividends on the TIHC preferred stock are based on the issue price ($300
million) times a rate per annum equal to 1.12% over LIBOR and are payable
quarterly in arrears on the last business day of each quarter commencing on
March 31, 1995. For 1995, the weighted average rate paid on TIHC preferred
stock was 7.30%. Additionally, beginning in 1996, the holder of the 12,000,000
shares of preferred stock will be entitled to receive, when and if declared by
the Board of Directors of TIHC, participating dividends based on the operating
income growth rate of TIHC. For financial reporting purposes, dividends paid by
TIHC to its financial investors have been recorded in Tenneco's income
statement as "Minority interest."
 
                                       62
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
12. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
 
 Postretirement Benefits
 
  Tenneco has postretirement health care and life insurance plans which cover
substantially all of its domestic employees. For salaried employees, the plans
cover employees retiring from Tenneco on or after attaining age 55 who have had
at least 10 years service with Tenneco after attaining age 45. For hourly
employees, the postretirement benefit plans generally cover employees who
retire pursuant to one of Tenneco's hourly employee retirement plans. All of
these benefits may be subject to deductibles, copayment provisions and other
limitations, and Tenneco has reserved the right to change these benefits.
 
  The majority of Tenneco's postretirement benefit plans are not funded. In
June 1994, two trusts were established to fund postretirement benefits for
certain plan participants of the Tenneco Energy segment. The contributions are
collected from customers in FERC approved rates. As of December 31, 1995,
cumulative contributions were $10 million. Plan assets consist principally of
fixed income securities.
 
  The funded status of the postretirement benefit plans reconciles with amounts
recognized on the balance sheet at December 31, 1995 and 1994, as follows
(Note):
 
<TABLE>
<CAPTION>
                                                                  1995   1994
                                                                  -----  -----
                                                                  (MILLIONS)
<S>                                                               <C>    <C>
Actuarial present value of accumulated postretirement benefit
 obligation at September 30:
  Retirees....................................................... $ 512  $ 510
  Fully eligible active plan participants........................    48     46
  Other active plan participants.................................    64     61
                                                                  -----  -----
Total accumulated postretirement benefit obligation..............   624    617
Plan assets at fair value at September 30........................     3      2
                                                                  -----  -----
Accumulated postretirement benefit obligation in excess of plan
 assets at September 30..........................................  (621)  (615)
Claims paid during the fourth quarter............................    20     16
Unrecognized reduction of prior service obligations resulting
 from plan amendments............................................  (100)  (107)
Unrecognized net loss resulting from plan experience and changes
 in actuarial assumptions........................................   164    142
                                                                  -----  -----
Accrued postretirement benefit cost at December 31............... $(537) $(564)
                                                                  =====  =====
</TABLE>
--------
Note: The accrued postretirement benefit cost has been recorded based upon
      certain actuarial estimates as described below. Those estimates are
      subject to revision in future periods given new facts or circumstances.
 
  In conjunction with the Case IPO in June 1994, active Case salaried employees
were transferred from the Tenneco Inc. plans to new Case salaried plans, and
Case hourly retirees were transferred from the Case hourly plans to the Tenneco
Inc. plans. Amendments to reduce the cost of providing future benefits for Case
hourly retirees were reflected at that time.
 
  In November 1994, through a secondary offering of Case stock, Tenneco's
ownership in Case dropped below 50%. Therefore, all Case liabilities for the
new Case plans are excluded from the Tenneco disclosure information beginning
in 1994. Benefit costs for these plans have been included up to the date of the
secondary offering (for all of 1993 and 11 months of 1994).
 
                                       63
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The net periodic postretirement benefit cost from continuing operations for
the years 1995, 1994 and 1993 consist of the following components:
 
<TABLE>
<CAPTION>
                                                                 1995  1994  1993
                                                                 ----  ----  ----
                                                                   (MILLIONS)
      <S>                                                        <C>   <C>   <C>
      Service cost for benefits earned during the year.......... $ 6   $11   $12
      Interest cost on accumulated postretirement benefit
       obligation...............................................  49    53    56
      Net amortization of unrecognized amounts.................. (13)  (12)   (4)
                                                                 ---   ---   ---
      Net periodic postretirement benefit cost.................. $42   $52   $64
                                                                 ===   ===   ===
</TABLE>
 
  Tenneco recorded a pre-tax loss resulting from curtailments, settlements and
special termination benefits under these plans of $3 million in 1994 related
primarily to restructuring at Case.
 
  The initial weighted average assumed health care cost trend rate used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligation was 7%, 8% and 9%, respectively, declining to 5% in 1997 and
remaining at that level thereafter.
 
  Increasing the assumed health care cost trend rate by one percentage-point in
each year would increase the 1995, 1994 and 1993 accumulated postretirement
benefit obligations by approximately $36 million, $34 million and $47 million,
respectively, and would increase the aggregate of the service cost and interest
cost components of the net postretirement benefit cost for 1995, 1994 and 1993
by approximately $4 million, $5 million and $10 million, respectively.
 
  The discount rates (which are based on long-term market rates) used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligations were 7.75%, 8.25% and 7.50%, respectively.
 
 Postemployment Benefits
 
  Tenneco adopted FAS No. 112, "Employers' Accounting for Postemployment
Benefits," in the first quarter of 1994. This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. Implementation of this new rule reduced 1994
net income by $39 million, or $.22 per share, net of income tax benefits of $26
million, which was reported as the cumulative effect of a change in accounting
principle.
 
13. PENSION PLANS
 
  Tenneco has retirement plans which cover substantially all of its employees.
Benefits are based on years of service and, for most salaried employees, on
final average compensation. Tenneco's funding policies are to contribute to the
plans amounts necessary to satisfy the funding requirements of federal laws and
regulations. Plan assets consist principally of listed equity and fixed income
securities.
 
                                       64
<PAGE>
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The funded status of the plans reconciles with amounts recognized on the
balance sheet at December 31, 1995 and 1994, as follows:
<TABLE>
<CAPTION>
                                                    PLANS IN
                                     PLANS IN         WHICH
                                   WHICH ASSETS    ACCUMULATED
                                      EXCEED        BENEFITS
                                    ACCUMULATED      EXCEED        ALL PLANS
                                     BENEFITS        ASSETS         (NOTE)
                                   --------------  ------------  --------------
                                    1995    1994   1995   1994    1995    1994
                                   ------  ------  -----  -----  ------  ------
                                                 (MILLIONS)
<S>                                <C>     <C>     <C>    <C>    <C>     <C>
Actuarial present value of bene-
 fits based on service to date
 and present pay levels at Sep-
 tember 30:
 Vested benefit obligation.......  $2,550  $2,733  $  35  $  27  $2,585  $2,760
 Non-vested benefit obligation...      93      88      4      2      97      90
                                   ------  ------  -----  -----  ------  ------
 Accumulated benefit obligation..   2,643   2,821     39     29   2,682   2,850
Additional amounts related to
 projected salary increases......     217     231      3      4     220     235
                                   ------  ------  -----  -----  ------  ------
Total projected benefit obliga-
 tion at September 30............   2,860   3,052     42     33   2,902   3,085
Plan assets at fair value at Sep-
 tember 30.......................   3,259   3,314      8     10   3,267   3,324
                                   ------  ------  -----  -----  ------  ------
Plan assets in excess of (less
 than) total projected benefit
 obligation at
 September 30....................     399     262    (34)   (23)    365     239
Contributions during the fourth
 quarter.........................       4      16     --     --       4      16
Unrecognized net (gain) loss
 resulting from plan experience
 and changes in actuarial
 assumptions.....................     160     255      2      3     162     258
Unrecognized prior service obli-
 gations resulting from plan
 amendments......................      84     155      1      1      85     156
Remaining unrecognized net obli-
 gation (asset) at initial appli-
 cation..........................    (143)   (203)     1      2    (142)   (201)
Adjustment recorded to recognize
 minimum liability...............      --      --     (2)    (3)     (2)     (3)
                                   ------  ------  -----  -----  ------  ------
Prepaid (accrued) pension cost at
 December 31.....................  $  504  $  485  $ (32) $ (20) $  472  $  465
                                   ======  ======  =====  =====  ======  ======
</TABLE>
--------
Note: Assets of one plan may not be utilized to pay benefits of other plans.
   Additionally, the prepaid (accrued) pension cost has been recorded based
   upon certain actuarial estimates as described below. Those estimates are
   subject to revision in future periods given new facts or circumstances.
 
  In December 1993, all liabilities and assets were transferred from the Case
Corporation Pension Plan for Hourly-Paid Employees ("Case Plan") to the
Tenneco Inc. Retirement Plan. In June 1994, all future accruals for the
salaried and hourly active Case employees were transferred from the Tenneco
Inc. Retirement Plan to new Case plans. In November 1994, through a secondary
offering of Case stock, Tenneco's ownership in Case dropped below 50%.
Therefore, all domestic and foreign Case liabilities and assets in the new
Case plans are excluded from the Tenneco disclosure information beginning in
1994. Pension cost (income) for these plans has been included up to the date
of the secondary offering (for all of 1993 and 11 months of 1994).
 
  Net periodic pension costs (income) from continuing operations for the years
1995, 1994 and 1993 consist of the following components:
 
<TABLE>
<CAPTION>
                                       1995         1994          1993
                                    -----------  ------------  -----------
                                                 (MILLIONS)
<S>                                 <C>   <C>    <C>    <C>    <C>   <C>    <C>
Service cost--benefits earned
 during the year...................       $  52         $  75        $  76
Interest accrued on prior year's
 projected benefit obligation......         214           225          216
Expected return on plan assets--
  Actual (return) loss............. (565)           35         (442)
  Unrecognized excess (deficiency)
   of actual return over expected
   return..........................  275          (335)         165
                                    ----         -----         ----
                                           (290)         (300)        (277)
Net amortization of unrecognized
 amounts...........................         (11)            3           (5)
                                          -----         -----        -----
Net periodic pension costs
 (income)..........................       $ (35)        $   3        $  10
                                          =====         =====        =====
</TABLE>
 
 
                                      65
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
  Pre-tax gains (losses) resulting from curtailments, settlements and special
termination benefits under these plans were $(19) million and $(37) million for
1994 and 1993, respectively, all of which related primarily to restructuring at
Case.
 
  The weighted average discount rates (which are based on long-term market
rates) used in determining the 1995, 1994 and 1993 actuarial present value of
the benefit obligations were 7.8%, 8.4% and 7.6%, respectively. The rate of
increase in future compensation was 5.0%, in 1995 and 1994, and 5.1% in 1993.
The weighted average expected long-term rate of return on plan assets was 10.0%
in 1995 and 1994 and 9.9% in 1993.
 
14. SEGMENT AND GEOGRAPHIC AREA INFORMATION
 
  Tenneco is a diversified industrial conglomerate with multinational
operations. Tenneco's principal business segments are as follows:
 
 
  Tenneco Automotive--       International manufacturer of exhaust system
                             parts and ride control products for automobiles,
                             which are sold in both the original equipment and
                             replacement markets.
 
  Tenneco Energy--           Transporter and marketer of natural gas,
                             operating in both the regulated and nonregulated
                             environments. Additionally, holds interests in
                             international natural gas pipelines and domestic
                             power generation projects.
 
  Tenneco Packaging--        Manufacturer of packaging materials, cartons,
                             containers and specialty packaging products for
                             consumer and commercial markets.
 
  Newport News               Primary business includes the design,
  Shipbuilding--             construction and repair of U.S. Naval ships and
                             submarines, and commercial vessels.
 
  In addition to the principal business segments above, Tenneco also holds a
21% ownership interest in Case, a leading manufacturer of farm and construction
equipment with primary operations in the U.S. and European Union. During 1995,
Tenneco sold its Albright & Wilson chemicals segment, which was involved in the
production of phosphorous chemicals and surfactants, as well as a range of
specialty chemicals. For more discussion of Tenneco's farm and construction
equipment and chemicals segments, see Notes 1 and 3.
 
                                       66
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
  The following tables summarize certain segment and geographic information of
Tenneco's businesses:
 
<TABLE>
<CAPTION>
                                                     SEGMENT
                          ---------------------------------------------------------------
                                                               FARM AND                     RECLASS.
                          AUTO-                      SHIP-   CONSTRUCTION                      AND     CONSOL-
       (MILLIONS)         MOTIVE  ENERGY  PACKAGING BUILDING EQUIPMENT(C) CHEMICALS OTHER  ELIMINATION IDATED
       ----------         ------  ------  --------- -------- ------------ --------- -----  ----------- -------
<S>                       <C>     <C>     <C>       <C>      <C>          <C>       <C>    <C>         <C>
AT DECEMBER 31, 1995, AND FOR THE YEAR THEN ENDED
Net sales and operating
 revenues(a)............  $2,479  $1,916   $2,752    $1,756     $   --       $--    $   5     $ (9)    $ 8,899
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Operating profit........     248     286      440       172         --        --      136       --       1,282
Equity in net income of
 affiliated companies...       1      63       --        --        110        --        2       --         176
General corporate
 expenses...............      (9)    (16)     (10)      (12)        --        --      (42)      --         (89)
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
Income before interest
 expense, income taxes
 and minority interest..     240     333      430       160        110        --       96       --       1,369
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Identifiable assets.....   1,890   4,122    3,359     1,439         --        --    2,322     (301)     12,831
Investment in affiliated
 companies..............       3     280        4         9        323        --        1       --         620
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
   Total assets.........   1,893   4,402    3,363     1,448        323        --    2,323     (301)     13,451
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Depreciation, depletion
 and amortization.......      80     195      104        67         --        --        3       --         449
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Capital expenditures
 for continuing
 operations.............     208     334      316        77         --        --       41       --         976
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
AT DECEMBER 31, 1994, AND FOR THE YEAR THEN ENDED
Net sales and operating
 revenues(a)............  $1,989  $2,378   $2,184    $1,753     $3,881       $--    $   3     $(14)    $12,174
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Operating profit........     231     379      217       213        339        --       14       --       1,393
Equity in net income
 (loss) of affiliated
 companies..............      --      52       --        --          3        --       (1)      --          54
General corporate
 expenses...............      (8)    (16)      (8)      (13)       (16)       --       (7)      --         (68)
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
Income before interest
 expense, income taxes
 and minority interest..     223     415      209       200        326        --        6       --       1,379
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Identifiable assets.....   1,505   3,241    1,574     1,353         --        --    3,383     (353)     10,703
Investment in affiliated
 companies..............       2     359        3        --        530        --       --       --         894
Identifiable assets
 related to discontinued
 operations.............      --      --       --        --         --       849       --       (7)        842
Investment in affiliated
 companies related
 to discontinued
 operations.............      --      --       --        --         --       103       --       --         103
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
   Total assets.........   1,507   3,600    1,577     1,353        530       952    3,383     (360)     12,542
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Depreciation, depletion
 and amortization.......      49     100       82        70        102        --        5       --         408
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Capital expenditures
 for continuing
 operations.............     113     331      166        29         83        --       14       --         736
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
</TABLE>
 
See notes on page 69
 
                                       67
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
<TABLE>
<CAPTION>
                                                     SEGMENT
                          ---------------------------------------------------------------
                                                               FARM AND                     RECLASS.
                          AUTO-                      SHIP-   CONSTRUCTION                      AND     CONSOL-
       (MILLIONS)         MOTIVE  ENERGY  PACKAGING BUILDING EQUIPMENT(C) CHEMICALS OTHER  ELIMINATION IDATED
       ----------         ------  ------  --------- -------- ------------ --------- -----  ----------- -------
<S>                       <C>     <C>     <C>       <C>      <C>          <C>       <C>    <C>         <C>
AT DECEMBER 31, 1993, AND FOR THE YEAR THEN ENDED
Net sales and operating
 revenues(a)............  $1,785  $2,862   $2,042    $1,861     $3,748       $--    $   6     $(17)    $12,287
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Operating profit .......     230     376      146       238         98        --       26       --       1,114
Equity in net income
 (loss) of affiliated
 companies..............      --      49        2        --          2        --       (1)      --          52
General corporate
 expenses...............      (8)    (14)      (9)      (13)       (18)       --       (7)      --         (69)
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
Income before interest
 expense, income taxes
 and minority interest..     222     411      139       225         82        --       18       --       1,097
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Identifiable assets.....   1,016   2,953    1,468     1,277      6,122        --    1,673     (392)     14,117
Investment in affiliated
 companies..............       4     307        6        --         90        --        1       --         408
Identifiable assets
 related to discontinued
 operations.............      70      --       --        --         --       721       --       (5)        786
Investment in affiliated
 companies related
 to discontinued
 operations.............      --      --       --        --         --        62       --       --          62
                          ------  ------   ------    ------     ------       ---    -----     ----     -------
   Total assets.........   1,090   3,260    1,474     1,277      6,212       783    1,674     (397)     15,373
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Depreciation, depletion
 and amortization.......      50     166       77        72        101        --        5       --         471
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
Capital expenditures for
 continuing operations..      93     170      124        36        101        --        1       --         525
                          ======  ======   ======    ======     ======       ===    =====     ====     =======
</TABLE>
 
<TABLE>
<CAPTION>
                                GEOGRAPHIC AREA(C)(D)
                           --------------------------------
                                                             RECLASS.
                           UNITED          EUROPEAN  OTHER      AND     CONSOL-
       (MILLIONS)          STATES   CANADA  UNION   FOREIGN ELIMINATION IDATED
       ----------          -------  ------ -------- ------- ----------- -------
<S>                        <C>      <C>    <C>      <C>     <C>         <C>
AT DECEMBER 31, 1995, AND
 FOR THE YEAR THEN ENDED
Net sales and operating
 revenues:
 Sales to unaffiliated
  customers(a)...........  $ 7,343  $ 149  $ 1,140   $ 267     $ --     $ 8,899
 Transfers among geo-
  graphic areas(b).......       74     43       27      34     (178)         --
                           -------  -----  -------   -----     ----     -------
   Total.................    7,417    192    1,167     301     (178)      8,899
                           =======  =====  =======   =====     ====     =======
Operating profit.........    1,166     20       77      19       --       1,282
Equity in net income of
 affiliated companies....      175     --        1      --       --         176
General corporate ex-
 penses..................      (89)    --       --      --       --         (89)
                           -------  -----  -------   -----     ----     -------
Income before interest
 expense, income taxes
 and
 minority interest.......    1,252     20       78      19       --       1,369
                           =======  =====  =======   =====     ====     =======
Identifiable assets......   11,083    207    1,079     769     (307)     12,831
Investment in affiliated
 companies...............      578      2        2      38       --         620
                           -------  -----  -------   -----     ----     -------
   Total assets..........   11,661    209    1,081     807     (307)     13,451
                           =======  =====  =======   =====     ====     =======
</TABLE>
See notes on following page.
 
                                       68
<PAGE>
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
<TABLE>
<CAPTION>
                                GEOGRAPHIC AREA(C)(D)
                            -------------------------------
                                                             RECLASS.
                            UNITED         EUROPEAN  OTHER      AND     CONSOL-
        (MILLIONS)          STATES  CANADA  UNION   FOREIGN ELIMINATION IDATED
        ----------          ------  ------ -------- ------- ----------- -------
<S>                         <C>     <C>    <C>      <C>     <C>         <C>
AT DECEMBER 31, 1994, AND
 FOR THE YEAR THEN ENDED
Net sales and operating
 revenues:
 Sales to unaffiliated
  customers(a)............  $9,492   $532   $1,656   $494      $ --     $12,174
 Transfers among geo-
  graphic areas(b)........     454     61      303     39      (857)         --
                            ------   ----   ------   ----      ----     -------
   Total..................   9,946    593    1,959    533      (857)     12,174
                            ======   ====   ======   ====      ====     =======
Operating profit..........   1,165     82       74     72        --       1,393
Equity in net income
 (loss) of affiliated com-
 panies...................      55     --       --     (1)       --          54
General corporate ex-
 penses...................     (68)    --       --     --        --         (68)
                            ------   ----   ------   ----      ----     -------
Income before interest ex-
 pense, income taxes and
 minority interest........   1,152     82       74     71        --       1,379
                            ======   ====   ======   ====      ====     =======
Identifiable assets.......   9,361    154    1,135    256      (203)     10,703
Investment in affiliated
 companies................     891     --       --      3        --         894
Identifiable assets re-
 lated to discontinued op-
 erations.................     176     43      602     42       (21)        842
Investment in affiliated
 companies related to
 discontinued operations..      26     --        3     74        --         103
                            ------   ----   ------   ----      ----     -------
   Total assets...........  10,454    197    1,740    375      (224)     12,542
                            ======   ====   ======   ====      ====     =======
AT DECEMBER 31, 1993, AND
 FOR THE YEAR THEN ENDED
Net sales and operating
 revenues:
 Sales to unaffiliated
  customers(a)............  $9,684   $598   $1,582   $423      $ --     $12,287
 Transfers among geo-
  graphic areas(b)........     484     36      293     28      (841)         --
                            ------   ----   ------   ----      ----     -------
   Total..................  10,168    634    1,875    451      (841)     12,287
                            ======   ====   ======   ====      ====     =======
Operating profit .........     949     87       13     65        --       1,114
Equity in net income
 (loss) of affiliated com-
 panies...................      51     --        4     (3)       --          52
General corporate ex-
 penses...................     (69)    --       --     --        --         (69)
                            ------   ----   ------   ----      ----     -------
Income before interest ex-
 pense, income taxes and
 minority interest........     931     87       17     62        --       1,097
                            ======   ====   ======   ====      ====     =======
Identifiable assets.......  11,622    726    1,703    439      (373)     14,117
Investment in affiliated
 companies................     403     --        2      3        --         408
Identifiable assets re-
 lated to discontinued op-
 erations.................     217     66      471     43       (11)        786
Investment in affiliated
 companies related to
 discontinued operations..      26     --        5     31        --          62
                            ------   ----   ------   ----      ----     -------
   Total assets...........  12,268    792    2,181    516      (384)     15,373
                            ======   ====   ======   ====      ====     =======
</TABLE>
--------
Notes: (a) Contracts with U.S. government agencies (primarily shipbuilding
      contracts with the U.S. Navy) accounted for $1.7 billion, $1.8 billion
      and $1.9 billion for 1995, 1994 and 1993, respectively.
(b) Products are transferred between geographic areas on a basis intended to
      reflect as nearly as possible the "market value" of the products.
(c) Case was reflected in Tenneco's financial statements using the equity
      method of accounting subsequent to November 1994. Reference is made to
      Note 1, "Summary of Accounting Policies--Consolidation and
      Presentation."
(d)   As reflected above, Tenneco's segments principally market their products
      and services in the United States, with significant sales in the
      European Union and other foreign countries.
 
                                      69
<PAGE>
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  Tenneco is engaged in the sale of products for export from the United
States. Such sales are reflected in the table below:
 
<TABLE>
<CAPTION>
                                                                (MILLIONS)
                                                              --------------
    GEOGRAPHIC AREA               PRINCIPAL PRODUCTS          1995 1994 1993
    ---------------               ------------------          ---- ---- ----
<S>                      <C>                                  <C>  <C>  <C>  
Canada.................. Paperboard products, molded and
                          pressed pulp goods, corrugated
                          boxes, aluminum and plastics,
                          natural gas, farm and construction
                          equipment
                          (1994 and prior year).............. $ 87 $318 $380
European Union.......... Molded and pressed pulp goods,
                          paperboard products, corrugated
                          boxes, aluminum and plastics,
                          navigation aids (1993 only), farm
                          and construction equipment (1994
                          and prior year), tanker
                          construction and repair work (1995
                          only)..............................  164   98  127
Other Foreign........... Ride control systems, molded and
                          pressed pulp goods, paperboard
                          products, corrugated boxes,
                          aluminum and plastics, farm and
                          construction equipment (1994 and
                          prior year) .......................  113  204  208
                                                              ---- ---- ----
Total Export Sales........................................... $364 $620 $715
                                                              ==== ==== ====
</TABLE>
 
15. COMMITMENTS AND CONTINGENCIES
 
 Capital Commitments
 
  Tenneco estimates that expenditures aggregating approximately $1.3 billion
will be required after December 31, 1995, to complete facilities and projects
authorized at such date, and substantial commitments have been made in
connection therewith.
 
 Purchase Obligations
 
  In connection with the financing commitments of certain joint ventures,
Tenneco has entered into unconditional purchase obligations for products and
services of $145 million ($106 million on a present value basis) at December
31, 1995. Tenneco's annual obligations under these agreements are $22 million
for the years 1996 through 2000. Payments under such obligations, including
additional purchases in excess of contractual obligations, were $26 million,
$34 million and $31 million for the years 1995, 1994 and 1993, respectively.
In addition, in connection with the Great Plains coal gasification project
(Dakota Gasification Company), Tennessee has contracted to purchase 30% of the
output of the plant's original design capacity for a remaining period of 14
years. Tennessee has executed a settlement of this contract as a part of its
gas supply realignment negotiations discussed in Note 6.
 
 Lease Commitments
 
  Tenneco holds certain of its facilities and equipment under long-term
leases. The minimum rental commitments under non-cancelable operating leases
with lease terms in excess of one year are $139 million, $128 million, $126
million, $113 million and $117 million for the years 1996, 1997, 1998, 1999
and 2000, respectively, and $868 million for subsequent years. Of these
amounts, $81 million for 1996, $84 million for 1997, $93 million for 1998, $86
million for 1999, $92 million for 2000 and $689 million for subsequent years
are lease payment commitments to GECC, John Hancock and Metropolitan Life for
assets purchased from
 
                                      70
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Georgia-Pacific in January 1991 and leased to Tenneco Packaging. Commitments
under capital leases were not significant to the accompanying financial
statements. Total rental expense for continuing operations for the years 1995,
1994 and 1993, was $176 million, $197 million and $200 million, respectively,
including minimum rentals under non-cancelable operating leases of $166
million, $189 million and $196 million for the corresponding periods.
 
 Litigation
 
  Reference is made to Note 6, "Federal Energy Regulatory Commission ("FERC")
Regulatory Matters," for information concerning gas supply litigation. Tenneco
Inc. and its subsidiaries are parties to numerous other legal proceedings
arising from their operations. Tenneco believes that the outcome of these
proceedings, individually and in the aggregate, will have no material effect on
the financial position or results of operations of Tenneco Inc. and its
consolidated subsidiaries.
 
 Environmental Matters
 
  Since 1988, Tennessee has been engaged in an internal project to identify and
deal with the presence of polychlorinated biphenyls ("PCBs") and other
substances of concern, including substances on the U.S. Environmental
Protection Agency ("EPA") List of Hazardous Substances ("HS List") at
compressor stations and other facilities operated by both its interstate and
intrastate natural gas pipeline systems. While conducting this project,
Tennessee has been in frequent contact with federal and state regulatory
agencies, both through informal negotiation and formal entry of consent orders,
in order to assure that its efforts meet regulatory requirements.
 
  Tenneco has established a reserve for Tennessee's environmental expenses,
which includes: 1) expected remediation expense and associated onsite, offsite
and groundwater technical studies, 2) legal fees and 3) settlement of third
party and governmental litigation, including civil penalties. Through December
31, 1995, Tenneco has charged approximately $147 million against the
environmental reserve, excluding recoveries related to Tennessee's
environmental settlement as discussed below. Of the remaining reserve, $38
million has been recorded on the balance sheet under "Payables-trade" and $126
million under "Deferred credits and other liabilities."
 
  Due to the current uncertainty regarding the further activity necessary for
Tennessee to address the presence of the PCBs, the substances on the HS List
and other substances of concern on its sites, including the requirements for
additional site characterization, the actual amount of such substances at the
sites, and the final, site-specific cleanup decisions to be made with respect
to cleanup levels and remediation technologies, Tennessee cannot at this time
accurately project what additional costs, if any, may arise from future
characterization and remediation activities. While there are still many
uncertainties relating to the ultimate costs which may be incurred, based upon
Tennessee's evaluation and experience to date, Tenneco continues to believe
that the recorded estimate for the reserve is adequate.
 
  Following negotiations with its customers, Tennessee in May 1995 filed with
the FERC a separate Stipulation and Agreement (the "Environmental Stipulation")
that addresses the recovery of environmental costs currently being recovered in
its rates and also establishes a mechanism for recovering a substantial portion
of the environmental costs that will be expended in the future. In November
1995, the FERC issued an order approving the Environmental Stipulation.
Although one shipper on its system has filed for rehearing, Tennessee believes
the Environmental Stipulation will be upheld. The effects of the Environmental
Stipulation, which is effective as of July 1, 1995, have been recorded with no
material effect on Tenneco's financial position or results of operations. As of
December 31, 1995, the balance of the regulatory asset is $74 million.
 
                                       71
<PAGE>
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  Tenneco has completed settlements with and has received payments from the
majority of its liability insurance policy carriers for remediation costs and
related claims. Tenneco believes that the likelihood of recovery of a portion
of its remediation costs and claims against the remaining carriers in its
pending litigation is reasonably possible. In addition, Tennessee has settled
its pending litigation against and received payment from the manufacturer of
the PCB-containing lubricant. These recoveries have been considered in
Tennessee's recording of its environmental settlement with its customers.
 
  Tenneco has identified other sites in its various operating divisions where
environmental remediation expense may be required should there be a change in
ownership, operations or applicable regulations. These possibilities cannot be
predicted or quantified at this time and accordingly, no provision has been
recorded. However, provisions have been made for all instances where it has
been determined that the incurrence of any material remedial expense is
reasonably possible. Tenneco believes that the provisions recorded for
environmental exposures are adequate based on current estimates.
 
16. QUARTERLY FINANCIAL DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                           INCOME                     INCOME
                                       BEFORE INTEREST             (LOSS) FROM                   CUMULATIVE
                             NET SALES    EXPENSE,                 DISCONTINUED               EFFECT OF CHANGE
                                AND     INCOME TAXES   INCOME FROM OPERATIONS,  EXTRAORDINARY  IN ACCOUNTING
        QUARTER              OPERATING  AND MINORITY   CONTINUING     NET OF    LOSS, NET OF   PRINCIPLE, NET   NET
       (MILLIONS)            REVENUES     INTEREST     OPERATIONS   INCOME TAX   INCOME TAX    OF INCOME TAX   INCOME
       ----------            --------- --------------- ----------- ------------ ------------- ---------------- ------
<S>                      <C> <C>       <C>             <C>         <C>          <C>           <C>              <C>
1995.................... 1st  $ 2,163      $  324         $ 153       $  --         $  --           $ --        $153
                         2nd    2,198         369           185          --            --             --         185
                         3rd    2,136         377           214          --            --             --         214
                         4th    2,402         299           183          --            --             --         183
                              -------      ------         -----       -----         -----           ----        ----
                              $ 8,899      $1,369         $ 735       $  --         $  --           $ --        $735
                              =======      ======         =====       =====         =====           ====        ====
1994.................... 1st  $ 3,049      $  294          $121       $   1         $  --           $(39)       $ 83
                         2nd    3,258         375           161         (14)           (5)            --         142
                         3rd    3,049         347           150           1            --             --         151
                         4th    2,818         363           209        (177)           --             --          32
                              -------      ------         -----       -----         -----           ----        ----
                              $12,174      $1,379         $ 641       $(189)        $  (5)          $(39)       $408
                              =======      ======         =====       =====         =====           ====        ====
</TABLE>
 
<TABLE>
<CAPTION>
                      EARNINGS (LOSS) PER AVERAGE SHARE OF COMMON STOCK
              -----------------------------------------------------------------
                                                    CUMULATIVE EFFECT OF
              CONTINUING DISCONTINUED EXTRAORDINARY CHANGE IN ACCOUNTING  NET
 QUARTER      OPERATIONS  OPERATIONS      LOSS           PRINCIPLE       INCOME
 -------      ---------- ------------ ------------- -------------------- ------
<S>       <C> <C>        <C>          <C>           <C>                  <C>
1995..... 1st  $   .84     $    --       $   --            $  --         $ .84
          2nd     1.05          --           --               --          1.05
          3rd     1.23          --           --               --          1.23
          4th     1.05          --           --               --          1.05
               -------     -------       ------            -----         -----
               $  4.16     $    --       $   --            $  --         $4.16
               =======     =======       ======            =====         =====
1994..... 1st  $   .66     $   .01       $   --            $(.22)        $ .45
          2nd      .88        (.08)        (.03)              --           .77
          3rd      .81         .01           --               --           .82
          4th     1.14        (.98)          --               --           .16
               -------     -------       ------            -----         -----
               $  3.49     $ (1.04)      $ (.03)           $(.22)        $2.20
               =======     =======       ======            =====         =====
</TABLE>
-------
Notes: Reference is made to Notes 2, 3 and 9 for discussion of items affecting
    quarterly results.
    The sum of the quarters may not equal the total of the respective year's
    earnings per share due to the issuance or repurchase of shares throughout
    the year.
 
      (The preceding notes are an integral part of the foregoing financial
                                  statements.)
 
                                       72
<PAGE>
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
 
  There has been no change in accountants during 1995 or 1994, nor has there
been any disagreement on any matter of accounting principles or practices or
financial disclosure which in either case is required to be reported pursuant
to this Item 9.
 
                                    PART III
 
  Item 10, "Directors and Executive Officers of the Registrant," Item 11,
"Executive Compensation," Item 12, "Security Ownership of Certain Beneficial
Owners and Management," and Item 13, "Certain Relationships and Related
Transactions," have been omitted from this report inasmuch as Tenneco Inc. will
file with the Securities and Exchange Commission pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this report a
definitive Proxy Statement for the Annual Meeting of Stockholders of Tenneco
Inc. to be held on May 14, 1996, at which meeting the stockholders will vote
upon the election of directors. The information under the caption "Election of
Directors" in such Proxy Statement is incorporated herein by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 
                    FINANCIAL STATEMENTS INCLUDED IN ITEM 8
 
  See "Index to Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries" set forth in Item 8, "Financial Statements and Supplementary
Data."
 
        INDEX TO FINANCIAL STATEMENTS AND SCHEDULES INCLUDED IN ITEM 14
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
Schedules of Tenneco Inc. and Consolidated Subsidiaries--
  Schedule I--Condensed financial information of registrant...............  74
  Schedule II--Valuation and qualifying accounts--three years ended
   December 31, 1995......................................................  79
</TABLE>
 
               SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE
 
                  Schedule III--Real estate and accumulated depreciation
 
                  Schedule IV--Mortgage loans on real estate
 
                  Schedule V--Supplemental Information Concerning Property--
                  Casualty Insurance Operations
 
                                       73
<PAGE>
 
                                                                      SCHEDULE I
 
           SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 
                                  TENNECO INC.
 
                              STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                          (MILLIONS)
                                                   YEARS ENDED DECEMBER 31,
                                                  ----------------------------
                                                    1995      1994      1993
                                                  --------  --------  --------
<S>                                               <C>       <C>       <C>
Interest Income from Affiliated Companies........ $    101  $     79  $     41
Gain on Sale of Investment.......................      268        --        --
Other Income, Net................................       --        --        39
                                                  --------  --------  --------
                                                       369        79        80
                                                  --------  --------  --------
Interest Expense and Other:
  Affiliated companies...........................      421       229        83
  Other..........................................      199       206       211
                                                  --------  --------  --------
                                                       620       435       294
                                                  --------  --------  --------
Loss from Continuing Operations Before Income
 Taxes and Equity in Net Income from Continuing
 Operations of Affiliated Companies..............     (251)     (356)     (214)
                                                  --------  --------  --------
Income Tax Expense (Benefit):
  Current........................................     (233)     (171)     (100)
  Deferred.......................................       41       (16)       20
                                                  --------  --------  --------
                                                      (192)     (187)      (80)
                                                  --------  --------  --------
Equity in Net Income from Continuing Operations
 of Affiliated Companies.........................      794       810       547
                                                  --------  --------  --------
Income from Continuing Operations................      735       641       413
Income (Loss) from Discontinued Operations, Net
 of Income Tax...................................       --      (189)       38
                                                  --------  --------  --------
Income Before Extraordinary Loss.................      735       452       451
Extraordinary Loss, Net of Income Tax............       --        (5)      (25)
                                                  --------  --------  --------
Income before Cumulative Effect of Change in
 Accounting Principle............................      735       447       426
Cumulative Effect of Change in Accounting
 Principle, Net of Income Tax....................       --       (39)       --
                                                  --------  --------  --------
Net Income.......................................      735       408       426
Preferred Stock Dividends........................       12        12        14
                                                  --------  --------  --------
Net Income to Common Stock....................... $    723    $  396  $    412
                                                  ========  ========  ========
</TABLE>
 
 (The accompanying notes to financial statements are an integral part of these
                             statements of income.)
 
                                       74
<PAGE>
 
                                                                      SCHEDULE I
                                                                     (CONTINUED)
 
           SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 
                                  TENNECO INC.
 
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                           (MILLIONS)
                                                    YEARS ENDED DECEMBER 31,
                                                   -----------------------------
                                                     1995      1994      1993
                                                   --------  ---------  --------
<S>                                                <C>       <C>        <C>
Operating Activities:
 Income from continuing operations...............  $    735  $     641  $   413
 Adjustments to reconcile income from continuing
  operations to
  net cash provided (used) by operating
  activities--
   Deferred income taxes.........................        41        (16)      20
   Gain on sale of investment....................      (268)        --       --
   Equity in net income of affiliates, net of
    cash dividends...............................      (489)      (809)    (547)
   Changes in components of working capital--
    (Increase) decrease in receivables...........       100         57      200
    Increase (decrease) in payables..............       536         50      (27)
    Increase (decrease) in taxes accrued.........        --         --      (19)
    Increase (decrease) in interest accrued......        --         --       (7)
   Other.........................................         5         19      (18)
                                                   --------  ---------  -------
Net cash provided (used) by operating activities.       660        (58)      15
                                                   --------  ---------  -------
Investing Activities:
 Net proceeds from sale of investment............       392         --       --
 Investment in affiliated companies and other....    (1,572)    (2,603)    (224)
                                                   --------  ---------  -------
Net cash used by investing activities............    (1,180)    (2,603)    (224)
                                                   --------  ---------  -------
Financing Activities:
 Issuance of common, treasury and SECT shares....       102        188    1,234
 Purchase of common stock........................      (655)       (26)      (7)
 Redemption of preferred stock...................       (20)       (20)     (30)
 Issuance of long-term debt......................       594         --       --
 Retirement of long-term debt--
   Note payable to Tenneco France Finance S.A. ..        --       (160)      --
   Other.........................................       (19)      (150)    (256)
 Net increase in advances from affiliated
  companies......................................       170        195       --
 Net increase (decrease) in short-term debt
  excluding current
  maturities on long-term debt--
   Notes payable to affiliated companies.........      (384)       (64)    (615)
   Demand notes payable to affiliated companies..       626      3,009      243
   Commercial paper..............................       341         10       (1)
   Other.........................................        51         (3)     (52)
 Dividends (common and preferred)................      (286)      (318)    (307)
                                                   --------  ---------  -------
Net cash provided by financing activities........       520      2,661      209
                                                   --------  ---------  -------
Increase (Decrease) in Cash and Temporary Cash
 Investments.....................................        --         --       --
Cash and Temporary Cash Investments, January 1...        --         --       --
                                                   --------  ---------  -------
Cash and Temporary Cash Investments, December 31
 (Note)..........................................  $     --  $      --  $    --
                                                   ========  =========  =======
Cash paid during the year for interest...........  $    622  $     433  $   304
Cash paid during the year for income taxes (net
of refunds)......................................  $   (244) $    (123) $    99
</TABLE>
--------
Note: Cash and temporary cash investments include highly liquid investments
     with a maturity of three months or less at date of purchase.
 
 (The accompanying notes to financial statements are an integral part of these
                           statements of cash flows.)
 
                                       75
<PAGE>
 
                                                                      SCHEDULE I
                                                                     (CONTINUED)
 
           SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 
                                  TENNECO INC.
 
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                (MILLIONS)
                                                               DECEMBER 31,
                                                              ----------------
                                                               1995     1994
                                                              -------  -------
<S>                                                           <C>      <C>
ASSETS
Current Assets:
 Receivables--
  Affiliated companies....................................... $   149  $   241
  Income taxes...............................................     133      234
  Interest-bearing notes receivable from affiliated
   companies.................................................     361       --
  Other......................................................      17       16
 Deferred income taxes.......................................      --        2
                                                              -------  -------
                                                                  660      493
                                                              -------  -------
Investments and Other Assets:
 Investment in affiliated companies..........................  11,791    9,514
 Deferred income taxes.......................................      24       --
 Other.......................................................      48       25
                                                              -------  -------
                                                               11,863    9,539
                                                              -------  -------
                                                              $12,523  $10,032
                                                              =======  =======
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
 Current maturities on long-term debt........................ $     8  $     8
 Commercial paper--
  Affiliated companies.......................................      56       62
  Other......................................................     346       --
 Payables--
  Affiliated companies.......................................     885      463
  Other......................................................      86       31
 Interest-bearing notes payable to affiliated companies......     240      240
 Demand notes payable to affiliated companies................   4,436    3,810
 Interest accrued............................................      60       60
 Taxes accrued...............................................      70       --
 Other.......................................................       7        5
                                                              -------  -------
                                                                6,194    4,679
                                                              -------  -------
Long-term Debt...............................................   2,652    2,072
                                                              -------  -------
Advances from Affiliated Companies...........................     365      195
                                                              -------  -------
Deferred Income Taxes........................................      --        5
                                                              -------  -------
Deferred Credits and Other Liabilities.......................      34       34
                                                              -------  -------
Preferred Stock..............................................     130      147
                                                              -------  -------
Shareowners' Equity:
 Common stock................................................     957      957
 Stock Employee Compensation Trust (common stock held in
  trust).....................................................    (215)    (298)
 Premium on common stock and other capital surplus...........   3,602    3,553
 Cumulative translation adjustments..........................      26     (237)
 Retained earnings (accumulated deficit).....................    (469)    (905)
                                                              -------  -------
                                                                3,901    3,070
 Less--Shares held as treasury stock, at cost................     753      170
                                                              -------  -------
                                                                3,148    2,900
                                                              -------  -------
                                                              $12,523  $10,032
                                                              =======  =======
</TABLE>
 
 (The accompanying notes to financial statements are an integral part of these
                                balance sheets.)
 
                                       76
<PAGE>
 
                                                                      SCHEDULE I
                                                                     (CONTINUED)
 
           SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
 
                                  TENNECO INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
  The financial statements of Tenneco Inc. should be read in conjunction with
the financial statements of Tenneco Inc. and Consolidated Subsidiaries
presented in this document.
 
Accounting Policies
 
  Majority-owned subsidiaries and companies in which at least a 20% voting
interest is owned are carried at cost plus equity in undistributed earnings
since date of acquisition and cumulative translation adjustments. At December
31, 1995, equity in undistributed earnings and cumulative translation
adjustments amounted to $3,890 million and $18 million, respectively; at
December 31, 1994, the corresponding amounts were $3,241 million and $(199)
million, respectively.
 
  Cash dividends received from companies accounted for on an equity basis
amounted to $305 million, $1 million and none for 1995, 1994 and 1993,
respectively. In addition, $250 million in non-cash dividends were received in
1995.
 
Income Taxes
 
  Tenneco Inc., together with certain of its respective subsidiaries which are
owned 80% or more, have entered into an agreement to file a consolidated
federal income tax return. Such agreement provides, among other things, that
(1) each company in a taxable income position will be currently charged with an
amount equivalent to its federal income tax computed on a separate return basis
and (2) each company in a tax loss position will be currently reimbursed to the
extent its deductions, including general business credits, are utilized in the
consolidated return.
 
  Tenneco Inc.'s pre-tax earnings (loss) from continuing operations (excluding
equity in net income from continuing operations of affiliated companies) for
the years 1995, 1994 and 1993 are principally domestic. The differences between
the U.S. income tax benefit, reflected in the Statements of Income, of $192
million, $187 million and $80 million for the years 1995, 1994 and 1993 and the
income tax expense (benefit), computed based on pre-tax income from continuing
operations at the U.S. federal income tax rates, of $190 million, $159 million
and $117 million, respectively, consisted principally of the tax effect of
equity in net income from continuing operations of affiliated companies in each
of the three years, realization of previously unrecognized deferred tax assets
to offset taxes payable on the sale of an investment in 1995 and permanent
differences on the sale of businesses in 1994.
 
Long-Term Debt and Current Maturities
 
  The aggregate maturities and sinking fund requirements applicable to the
long-term debt issues outstanding at December 31, 1995, are $8 million, $15
million, $769 million, $250 million and $175 million for 1996, 1997, 1998, 1999
and 2000, respectively.
 
Financial Instruments
 
  Tenneco Inc. has guaranteed the performance of certain subsidiaries pursuant
to arrangements under which receivables are factored on a nonrecourse basis
with Tenneco Credit Corporation. Also, Tenneco Inc. has agreed to pay to
Tenneco Credit Corporation a service charge to the extent necessary so that the
earnings
 
                                       77
<PAGE>
 
                                                                      SCHEDULE I
                                                                     (CONTINUED)
 
of Tenneco Credit Corporation and its consolidated subsidiaries (before fixed
charges and income taxes) are not less than 125% of the fixed charges.
 
 (The above notes are an integral part of the foregoing financial statements.)
 
                                       78
<PAGE>
 
                                                                     SCHEDULE II
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                   (MILLIONS)
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
        COLUMN A           COLUMN B        COLUMN C         COLUMN D  COLUMN E
------------------------------------------------------------------------------
                                           ADDITIONS
                                     ---------------------
                          BALANCE AT CHARGED TO CHARGED TO            BALANCE
                          BEGINNING  COSTS AND    OTHER    DEDUCTIONS  AT END
       DESCRIPTION         OF YEAR    EXPENSES   ACCOUNTS    (NOTE)   OF YEAR
------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>        <C>        <C>
Allowance for Doubtful
 Accounts Deducted from
 Assets to Which it
  Applies:
  Year Ended December 31,
   1995..................    $ 48       $46        $ 9        $ 30      $ 73
                             ====       ===        ===        ====      ====
  Year Ended December 31,
   1994..................    $129       $66        $ 2        $149      $ 48
                             ====       ===        ===        ====      ====
  Year Ended December 31,
   1993..................    $119       $48        $ 3        $ 41      $129
                             ====       ===        ===        ====      ====
</TABLE>
--------
Note: For 1994, primarily the result of the change to the equity method of
      accounting for Case. For 1995, 1994 and 1993, includes uncollectible
      accounts written off, net of recoveries on accounts previously written
      off.
 
                                       79
<PAGE>
 
                              REPORTS ON FORM 8-K
 
  Tenneco Inc. filed three Current Reports on Form 8-K during the fourth
quarter of the fiscal year ended December 31, 1995: on October 2, 1995
regarding the issuance of a press release announcing that it had signed a
definitive agreement to acquire the plastics division of Mobil Corporation for
$1.27 billion; on November 17, 1995 regarding the issuance of a press release
announcing that it had completed the acquisition of the plastics division of
Mobil Corporation for $1.27 billion and filing financial statements of
businesses acquired and pro forma financial information of Tenneco Inc.; and on
December 13, 1995 regarding the issuance of $300,000,000 aggregate principal
amount of 6 1/2% Notes due 2005 of Tenneco Inc. and $300,000,000 aggregate
principal amount of 7 1/4% Debentures due 2025 of Tenneco Inc.
 
                                    EXHIBITS
 
  The following exhibits are filed with Tenneco Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1995, or incorporated therein by
reference (exhibits designated by an asterisk were filed with the Report; all
other exhibits were incorporated by reference):
 
<TABLE>
   <C>        <S>
    *3(b)     --Copy of By-Laws of Tenneco Inc. as amended on December 6, 1995.
    *4(a)(1)  --Indenture dated as of March 15, 1988 between Tenneco Inc. and
               The Chase Manhattan Bank (National Association), as Trustee
    *4(a)(2)  --Second Supplemental Indenture dated as of March 30, 1988 to
               Indenture dated as of
               March 15, 1988 between Tenneco Inc. and The Chase Manhattan Bank
               (National Association), as Trustee
    *4(a)(3)  --Fifth Supplemental Indenture dated as of November 15, 1990 to
               Indenture dated as of March 15, 1988 between Tenneco Inc. and The
               Chase Manhattan Bank (National Association), as Trustee
    *4(a)(4)  --Sixth Supplemental Indenture dated as of February 1, 1991 to
               Indenture dated as of
               March 15, 1988 between Tenneco Inc. and The Chase Manhattan Bank
               (National Association), as Trustee
    *4(a)(5)  --Seventh Supplemental Indenture dated as of August 1, 1991 to
               Indenture dated as of
               March 15, 1988 between Tenneco Inc. and The Chase Manhattan Bank
               (National Association), as Trustee
    *4(a)(6)  --Eighth Supplemental Indenture dated as of October 1, 1992 to
               Indenture dated as of
               March 15, 1988 between Tenneco Inc. and The Chase Manhattan Bank
               (National Association), as Trustee
    *4(a)(7)  --Ninth Supplemental Indenture dated as of November 15, 1992 to
               Indenture dated as of March 15, 1988 between Tenneco Inc. and The
               Chase Manhattan Bank (National Association), as Trustee
    *4(a)(8)  --Tenth Supplemental Indenture dated as of November 15, 1992 to
               Indenture dated as of March 15, 1988 between Tenneco Inc. and The
               Chase Manhattan Bank (National Association), as Trustee
    *4(a)(9)  --Eleventh Supplemental Indenture dated as of December 15, 1995 to
               Indenture dated as of March 15, 1988 between Tenneco Inc. and The
               Chase Manhattan Bank (National Association), as Trustee
    *4(a)(10) --Twelfth Supplemental Indenture dated as of December 15, 1995 to
               Indenture dated as of March 15, 1988 between Tenneco Inc. and The
               Chase Manhattan Bank (National Association), as Trustee
     9        --None.
</TABLE>
 
                                       80
<PAGE>
 
<TABLE>
   <C>        <S>
    10(a)(1)  --Copy of Tenneco Inc. Board of Directors Deferred Compensation
               Plan, amended and restated January 1, 1988 (Exhibit 10(a)(1) to
               Form 10-K for the fiscal year ended December 31, 1988, File No.
               1-9864).
    10(a)(2)  --Copy of Tenneco Inc. Executive Incentive Compensation Plan,
               amended and restated
               July 31, 1986 (Exhibit 10(a)(2) to Registration No. 33-17815).
   *10(a)(3)  --Copy of Tenneco Inc. Deferred Compensation Plan, amended and
               restated September 12, 1995, together with form of Deferred
               Compensation Agreement.
   *10(a)(4)  --Copy of Tenneco Inc. 1993 Deferred Compensation Plan, amended
               September, 1995.
    10(a)(5)  --Copy of 1981 Tenneco Inc. Key Employee Stock Option Plan,
               amended and restated January 13, 1987 (Exhibit 10(a)(4) to
               Registration No. 33-17815).
    10(a)(6)  --Copy of Tenneco Inc. Key Employee Restricted Stock and
               Restricted Unit Plan effective May 10, 1988 (Exhibit 10(a)(8) to
               Form 10-K for the fiscal year ended December 31, 1988, File No.
               1-9864).
    10(a)(7)  --Copy of Tenneco Inc. Supplemental Executive Retirement Plan
               effective January 1, 1989 (Exhibit 10(a)(9) to Form 10-K for the
               fiscal year ended December 31, 1988, File No.
               1-9864).
    10(a)(8)  --Copy of Amendment No. 1 to Tenneco Inc. Supplemental Executive
               Retirement Plan (Exhibit 10(a)(9) to Form 10-K for the fiscal
               year ended December 31, 1992, File No.
               1-9864).
    10(a)(9)  --Copy of Tenneco Inc. Benefit Equalization Plan (Exhibit
               10(a)(10) to Form 10-K for the fiscal year ended December 31,
               1988, File No. 1-9864).
    10(a)(10) --Copy of Amendment No. 1 to Tenneco Inc. Benefit Equalization
               Plan (Exhibit 10(a)(11) to Form 10-K for the fiscal year ended
               December 31, 1988, File No. 1-9864).
    10(a)(11) --Copy of Tenneco Inc. Board of Directors Restricted Stock and
               Restricted Unit Program (Exhibit 10(a)(12) to Form 10-K for the
               fiscal year ended December 31, 1990, File No.
               1-9864).
    10(a)(12) --Copy of 1994 Tenneco Inc. Stock Ownership Plan (Exhibit
               10(a)(13) to Form 10-K for the fiscal year ended December 31,
               1993, File No. 1-9864).
    10(a)(13) --Copy of Tenneco Inc. Outside Directors Retirement Plan (Exhibit
               10(a)(12) to Form 10-K for the fiscal year ended December 31,
               1994, File No. 1-9864).
    10(a)(14) --Supplemental Pension Agreement, dated September 12, 1995,
               between Dana G. Mead and Tenneco Inc. (Exhibit 10 to Form 10-Q
               for the quarter ended September 30, 1995, File No. 1-9864).
    10(b)(1)  --Lease Agreement, Tomahawk, dated as of January 30, 1991,
               between The Connecticut National Bank, as Owner Trustee, and
               Packaging Corporation of America (Exhibit 10(b)(1) to Form 10-K
               for the fiscal year ended December 31, 1990, File No. 1-9864).
    10(b)(2)  --Lease Agreement, Valdosta, dated as of January 30, 1991,
               between The Connecticut National Bank, Philip G. Kane, Jr.,
               Frank McDonald, Jr., and William R. Monroe, as Owner Trustee,
               and Packaging Corporation of America (Exhibit 10(b)(2) to Form
               10-K for the fiscal year ended December 31, 1990, File No. 1-
               9864).
    10(b)(3)  --Timberland Lease dated January 31, 1991, by and between Four
               States Timber Venture and Packaging Corporation of America
               (Exhibit 10(b)(3) to Form 10-K for the fiscal year ended
               December 31, 1990, File No. 1-9864).
</TABLE>
 
 
                                       81
<PAGE>
 
<TABLE>
   <C>       <S>
    10(b)(4) --Asset Purchase Agreement, dated as of October 1, 1995, among
              Mobil Oil Corporation, Mobil Chemical Canada Limited and Tenneco
              Inc. (Exhibit 2 to Current Report on Form 8-K, dated November
              17, 1995, of Tenneco Inc., File No. 1-9864).
    10(c)(1) --Employment Agreement dated June 29, 1992, between Stacy S. Dick
              and Tenneco Inc. (Exhibit 10(c)(3) to Form 10-K for the fiscal
              year ended December 31, 1993, File No.
              1-9864).
    10(c)(2) --Employment Agreement dated March 12, 1992, between Dana G. Mead
              and Tenneco Inc. (Exhibit 10(c)(2) to Form 10-K for the fiscal
              year ended December 31, 1993, File
              No. 1-9864).
    10(c)(3) --Employment Agreement dated December 3, 1993, between Paul T.
              Stecko and Tenneco Inc. (Exhibit 10(c)(5) to Form 10-K for the
              year ended December 31, 1993, File
              No. 1-9864).
    10(c)(4) --Employment Agreement dated September 9, 1992, between Theodore
              R. Tetzlaff and Tenneco Inc. (Exhibit 10(c)(6) to Form 10-K for
              the fiscal year ended December 31, 1993, File No. 1-9864).
   *11       --Computation of Earnings (Loss) Per Share of Common Stock.
   *12       --Computation of Ratio of Earnings to Fixed Charges.
    13       --None.
    16       --None.
    18       --None.
   *21       --List of Subsidiaries and Affiliates of Tenneco Inc.
    22       --None.
   *23       --Consent of Arthur Andersen LLP, Independent Public Accountants
              for Tenneco Inc.
   *24       --Powers of Attorney of the following directors of Tenneco Inc.:
             Mark Andrews
             W. Michael Blumenthal
             M. Kathryn Eickhoff
             Peter T. Flawn
             Henry U. Harris, Jr.
             Belton K. Johnson
             John B. McCoy
             Joseph J. Sisco
             William L. Weiss
             Clifton R. Wharton, Jr.
   *27       --Financial Data Schedule.
    28       --None.
    99       --None.
</TABLE>
 
UNDERTAKING.
 
  The undersigned, Tenneco Inc., hereby undertakes, pursuant to Regulation S-K,
Item 601(b), paragraph (4)(iii), to furnish to the Securities and Exchange
Commission upon request all constituent instruments defining the rights of
holders of long-term debt of Tenneco Inc. and its consolidated subsidiaries not
filed herewith for the reason that the total amount of securities authorized
under any of such instruments does not exceed 10% of the total consolidated
assets of Tenneco Inc. and its consolidated subsidiaries.
 
                                       82
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
 
                                          Tenneco Inc.
 
 
 
                                                      Dana G. Mead
                                          By __________________________________
                                          Chairman and Chief Executive Officer
 
Date: February 14, 1996
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
            Dana G. Mead             Principal Executive Officer   February 14, 1996
____________________________________  and Director
            Dana G. Mead
 
         Robert T. Blakely           Principal Financial and       February 14, 1996
____________________________________  Accounting Officer
         Robert T. Blakely
Mark Andrews, W. Michael Blumenthal, Directors
 M. Kathryn Eickhoff, Peter T.
 Flawn, Henry U. Harris, Jr., Belton
 K. Johnson, John B. McCoy, Joseph
 J. Sisco, William L. Weiss, Clifton
 R. Wharton, Jr.
</TABLE>
 
        T. R. Tetzlaff                                          February 14,
By ____________________________                                 1996
       Attorney-in-fact
 
                                       83
<PAGE>
 
                                                                     EXHIBIT 11
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
           COMPUTATION OF EARNINGS (LOSS) PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>
                                            (MILLIONS EXCEPT SHARE AMOUNTS)
                                               YEARS ENDED DECEMBER 31,
                                          ------------------------------------
                                             1995        1994         1993
                                          ----------- -----------  -----------
<S>                                       <C>         <C>          <C>
COMPUTATION FOR STATEMENTS OF INCOME
 Primary Earnings Per Share (average
  shares outstanding):
  Income from continuing operations...... $       735 $       641  $       413
  Income (loss) from discontinued opera-
   tions, net of income tax..............          --        (189)          38
                                          ----------- -----------  -----------
  Income before extraordinary loss.......         735         452          451
  Extraordinary loss, net of income tax..          --          (5)         (25)
                                          ----------- -----------  -----------
  Income before cumulative effect of
   change in accounting principle........         735         447          426
  Cumulative effect of change in ac-
   counting principle, net of income
   tax...................................          --         (39)          --
                                          ----------- -----------  -----------
  Net income ............................         735         408          426
  Preferred stock dividends..............          12          12           14
                                          ----------- -----------  -----------
  Net income to common stock............. $       723 $       396  $       412
                                          =========== ===========  ===========
  Average shares of common stock out-
   standing (a)(b)....................... 173,995,941 180,084,909  168,772,852
                                          =========== ===========  ===========
  Earnings (loss) per average share of
   common stock:
    Continuing operations................ $      4.16 $      3.49  $      2.36
    Discontinued operations..............          --       (1.04)         .23
    Extraordinary loss...................          --        (.03)        (.15)
    Cumulative effect of change in ac-
     counting principle..................          --        (.22)          --
                                          ----------- -----------  -----------
                                          $      4.16 $      2.20  $      2.44
                                          =========== ===========  ===========
ADDITIONAL COMPUTATIONS(C)
 Net income to common stock, per above... $       723 $       396  $       412
                                          =========== ===========  ===========
 Primary Earnings Per Share (including
  common stock equivalents):
  Average shares of common stock out-
   standing (a)(b)....................... 173,995,941 180,084,909  168,772,852
  Incremental common shares applicable
   to common stock options based on the
   common stock daily average market
   price during the year.................      64,329      74,087       38,171
  Incremental common shares applicable
   to performance units based upon the
   attainment of specified goals.........      27,625          --           --
                                          ----------- -----------  -----------
  Average common shares, as adjusted..... 174,087,895 180,158,996  168,811,023
                                          =========== ===========  ===========
  Earnings (loss) per average share of
   common stock (including common
   stock equivalents):
    Continuing operations................ $      4.16 $      3.49  $      2.36
    Discontinued operations..............          --       (1.04)         .23
    Extraordinary loss...................          --        (.03)        (.15)
    Cumulative effect of change in ac-
     counting principle..................          --        (.22)          --
                                          ----------- -----------  -----------
                                          $      4.16 $      2.20  $      2.44
                                          =========== ===========  ===========
Fully Diluted Earnings Per Share:
  Average shares of common stock out-
   standing (a)(b)....................... 173,995,941 180,084,909  168,772,852
  Incremental common shares applicable
   to common stock options based on the
   more dilutive of the common stock
   ending or average market price during
   the year..............................      94,418      75,223      106,901
  Average common shares issuable assum-
   ing conversion of Tenneco Inc. 10%
   loan stock............................          --      41,356       42,663
  Incremental common shares applicable
   to performance units based upon the
   attainment of specified goals.........      27,625          --           --
                                          ----------- -----------  -----------
  Average common shares assuming full
   dilution.............................. 174,117,984 180,201,488  168,922,416
                                          =========== ===========  ===========
  Fully diluted earnings (loss) per av-
   erage share, assuming conversion of
   all applicable securities:
    Continuing operations................ $      4.16 $      3.49  $      2.36
    Discontinued operations..............          --       (1.04)         .23
    Extraordinary loss...................          --        (.03)        (.15)
    Cumulative effect of change in ac-
     counting principle..................          --        (.22)          --
                                          ----------- -----------  -----------
                                          $      4.16 $      2.20  $      2.44
                                          =========== ===========  ===========
</TABLE>
--------
Notes:  (a) In 1992, 12,000,000 shares of common stock were issued to the
            Tenneco Inc. Stock Employee Compensation Trust ("SECT"). Shares of
            common stock issued to a related trust are not considered to be
            outstanding in the computation of average shares of common stock
            until the shares are utilized to fund the obligations for which the
            trust was established. During each of the years ended December 31,
            1995, 1994 and 1993, the SECT utilized 2,697,770, 2,464,721 and
            2,479,425 shares, respectively.
        (b) For purposes of computing earnings per share, Series A preferred
            stock was converted into common stock under the Contingent Share
            method. The above computation includes 8,935,175 shares of Series A
            preferred stock which were converted into 17,342,763 shares of
            common stock. In December 1994, all of the outstanding shares of
            Series A preferred stock were converted into Tenneco Inc. common
            stock. The inclusion of Series A preferred stock in the computation
            of earnings per share was antidilutive for the years and certain
            quarters in 1994 and 1993.
        (c) These calculations are submitted in accordance with Securities and
            Exchange Commission requirements although not required by Accounting
            Principles Board Opinion No. 15 because they result in dilution of
            less than 3%.
<PAGE>
 
                                                                      EXHIBIT 12
 
                   TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
              COMBINED WITH 50% OWNED UNCONSOLIDATED SUBSIDIARIES
 
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN MILLIONS)
 
<TABLE>
<CAPTION>
                                              YEARS ENDED DECEMBER 31,
                                          ------------------------------------
                                           1995    1994    1993  1992    1991
                                          ------  ------  ------ -----  ------
<S>                                       <C>     <C>     <C>    <C>    <C>
Income (loss) from continuing
 operations.............................  $  735  $  641  $  413 $(714) $ (617)
Add:
 Interest...............................     458     597     717   898     977
 Portion of rentals representative of
  interest factor.......................      59      67      67    70      69
 Preferred stock dividend requirements
  of majority-owned subsidiaries........      22      --      --    --      --
 Income tax expense and other taxes on
  income................................     273     302     258   167      63
 Amortization of interest capitalized
  applicable to nonutility companies....       5       6       6     5       5
 Interest capitalized applicable to
  utility companies.....................       2       1       1     2       4
 Undistributed (earnings) losses of
  affiliated companies in which less
  than a 50% voting interest is owned...    (112)     (4)      4    (2)     (4)
                                          ------  ------  ------ -----  ------
    Earnings as defined.................  $1,442  $1,610  $1,466 $ 426  $  497
                                          ======  ======  ====== =====  ======
Interest................................  $  458  $  597  $  717 $ 898  $  977
Interest capitalized....................       9       6       4     8      23
Portion of rentals representative of
 interest factor........................      59      67      67    70      69
Preferred stock dividend requirements of
 majority-owned subsidiaries on a pretax
 basis..................................      30      --      --    --      --
                                          ------  ------  ------ -----  ------
    Fixed charges as defined............  $  556  $  670  $  788 $ 976  $1,069
                                          ======  ======  ====== =====  ======
Ratio of earnings to fixed charges......    2.59    2.40    1.86  (a)     (a)
                                          ======  ======  ======
</TABLE>
--------
Note:  (a) For the years ended December 31, 1992 and 1991, earnings were
            inadequate to cover fixed charges by $550 million and $572 million,
            respectively.
 
<PAGE>
 
                               INDEX TO EXHIBITS
 
  The following exhibits are filed with Tenneco Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1995, or incorporated therein by
reference (exhibits designated by an asterisk were filed with the Report; all
other exhibits were incorporated by reference):
 
<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER                         DESCRIPTION OF EXHIBITS
  -------                         -----------------------
 <C>        <S>
  *3(b)     --Copy of By-Laws of Tenneco Inc. as amended on December 6, 1995.
  *4(a)(1)  --Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(2)  --Second Supplemental Indenture dated as of March 30, 1988 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(3)  --Fifth Supplemental Indenture dated as of November 15, 1990 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(4)  --Sixth Supplemental Indenture dated as of February 1, 1991 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(5)  --Seventh Supplemental Indenture dated as of August 1, 1991 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(6)  --Eighth Supplemental Indenture dated as of October 1, 1992 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(7)  --Ninth Supplemental Indenture dated as of November 15, 1992 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(8)  --Tenth Supplemental Indenture dated as of November 15, 1992 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(9)  --Eleventh Supplemental Indenture dated as of December 15, 1995 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  *4(a)(10) --Twelfth Supplemental Indenture dated as of December 15, 1995 to
             Indenture dated as of March 15, 1988 between Tenneco Inc. and The
             Chase Manhattan Bank (National Association), as Trustee.
  10(a)(1)  --Copy of Tenneco Inc. Board of Directors Deferred Compensation
             Plan, amended and restated January 1, 1988 (Exhibit 10(a)(1) to
             Form 10-K for the fiscal year ended December 31, 1988, File No. 1-
             9864).
  10(a)(2)  --Copy of Tenneco Inc. Executive Incentive Compensation Plan,
             amended and restated July 31, 1986 (Exhibit 10(a)(2) to
             Registration No. 33-17815).
 *10(a)(3)  --Copy of Tenneco Inc. Deferred Compensation Plan, amended and
             restated September 12, 1995, together with form of Deferred
             Compensation Agreement.
 *10(a)(4)  --Copy of Tenneco Inc. 1993 Deferred Compensation Plan, amended
             September, 1995.
  10(a)(5)  --Copy of 1981 Tenneco Inc. Key Employee Stock Option Plan, amended
             and restated January 13, 1987 (Exhibit 10(a)(4) to Registration
             No. 33-17815).
</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER                         DESCRIPTION OF EXHIBITS
  -------                         -----------------------
 <C>        <S>
  10(a)(6)  --Copy of Tenneco Inc. Key Employee Restricted Stock and Restricted
             Unit Plan effective May 10, 1988 (Exhibit 10(a)(8) to Form 10-K
             for the fiscal year ended December 31, 1988, File No. 1-9864).
  10(a)(7)  --Copy of Tenneco Inc. Supplemental Executive Retirement Plan
             effective January 1, 1989 (Exhibit 10(a)(9) to Form 10-K for the
             fiscal year ended December 31, 1988, File No. 1-9864).
  10(a)(8)  --Copy of Amendment No. 1 to Tenneco Inc. Supplemental Executive
             Retirement Plan (Exhibit 10(a)(9) to Form 10-K for the fiscal year
             ended December 31, 1992, File No. 1-9864).
  10(a)(9)  --Copy of Tenneco Inc. Benefit Equalization Plan (Exhibit 10(a)(10)
             to Form 10-K for the fiscal year ended December 31, 1988, File No.
             1-9864).
  10(a)(10) --Copy of Amendment No. 1 to Tenneco Inc. Benefit Equalization Plan
             (Exhibit 10(a)(11) to Form 10-K for the fiscal year ended December
             31, 1988, File No. 1-9864).
  10(a)(11) --Copy of Tenneco Inc. Board of Directors Restricted Stock and
             Restricted Unit Program (Exhibit 10(a)(12) to Form 10-K for the
             fiscal year ended December 31, 1990, File No. 1-9864).
  10(a)(12) --Copy of 1994 Tenneco Inc. Stock Ownership Plan (Exhibit 10(a)(13)
             to Form 10-K for the fiscal year ended December 31, 1993, File No.
             1-9864).
  10(a)(13) --Copy of Tenneco Inc. Outside Directors Retirement Plan (Exhibit
             10(a)(12) to Form 10-K for the fiscal year ended December 31,
             1994, File No. 1-9864).
  10(a)(14) --Supplemental Pension Agreement dated September 12, 1995, between
             Dana G. Mead and Tenneco Inc. (Exhibit 10 to Form 10-Q for the
             quarter ended September 30, 1995, File No. 1-9864).
  10(b)(1)  --Lease Agreement, Tomahawk, dated as of January 30, 1991, between
             The Connecticut National Bank, as Owner Trustee, and Packaging
             Corporation of America (Exhibit 10(b)(1) to Form 10-K for the
             fiscal year ended December 31, 1990, File No. 1-9864).
  10(b)(2)  --Lease Agreement, Valdosta, dated as of January 30, 1991, between
             The Connecticut National Bank, Philip G. Kane, Jr., Frank
             McDonald, Jr., and William R. Monroe, as Owner Trustee, and
             Packaging Corporation of America (Exhibit 10(b)(2) to Form 10-K
             for the fiscal year ended December 31, 1990, File No. 1-9864).
  10(b)(3)  --Timberland Lease dated January 31, 1991, by and between Four
             States Timber Venture and Packaging Corporation of America
             (Exhibit 10(b)(3) to Form 10-K for the fiscal year ended December
             31, 1990, File No. 1-9864).
  10(b)(4)  --Asset Purchase Agreement dated as of October 1, 1995, among Mobil
             Oil Corporation, Mobil Chemical Canada Limited and Tenneco Inc.
             (Exhibit 2 to Current Report on Form 8-K, dated November 17, 1995,
             of Tenneco Inc., File No. 1-9864).
  10(c)(1)  --Employment Agreement dated June 29, 1992, between Stacy S. Dick
             and Tenneco Inc. (Exhibit 10(c)(3) to Form 10-K for the fiscal
             year ended December 31, 1993, File No. 1-9864).
  10(c)(2)  --Employment Agreement dated March 12, 1992, between Dana G. Mead
             and Tenneco Inc. (Exhibit 10(c)(2) to Form 10-K for the fiscal
             year ended December  31, 1993, File No. 1-9864).
  10(c)(3)  --Employment Agreement dated December 3, 1993, between Paul T.
             Stecko and Tenneco Inc. (Exhibit 10(c)(5) to Form 10-K for the
             fiscal year ended December  31, 1993, File No. 1-9864).
  10(c)(4)  --Employment Agreement dated September 9, 1992, between Theodore R.
             Tetzlaff and Tenneco Inc. (Exhibit 10(c)(6) to Form 10-K for the
             fiscal year ended December 31, 1993, File No. 1-9864).
 *11        --Computation of Earnings (Loss) Per Share of Common Stock.
</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                         DESCRIPTION OF EXHIBITS
 -------                        -----------------------
 <C>     <S>
 *12     --Computation of Ratio of Earnings to Fixed Charges.
 *21     --List of Subsidiaries and Affiliates of Tenneco Inc.
 *23     --Consent of Arthur Andersen LLP, Independent Public Accountants for
          Tenneco Inc.
 *24     --Powers of Attorney of the following directors of Tenneco Inc.:
           Mark Andrews
           W. Michael Blumenthal
           M. Kathryn Eickhoff
           Peter T. Flawn
           Henry U. Harris, Jr.
           Belton K. Johnson
           John B. McCoy
           Joseph J. Sisco
           William L. Weiss
           Clifton R. Wharton, Jr.
 *27     --Financial Data Schedule.
</TABLE>