TENNECO PACKAGING INC, 424B3, 1999-10-05

TENNECO PACKAGING INC
424B3, 1999-10-05
PLASTICS FOAM PRODUCTS

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<PAGE> 1

PROSPECTUS AND CONSENT SOLICITATION

$1,176,484,000

TENNECO PACKAGING INC.
Exchange Offers and Consent Solicitation
Outstanding Debt Securities of Tenneco Inc. (to be renamed Tenneco Automotive
Inc.)
exchanged for
New Debt Securities of Tenneco Packaging Inc. (to be renamed)

<TABLE>
<CAPTION>
Principal Amount of New Securities Per
$1,000 of Original Securities:
--------------------------------------------
Aggregate If Tender is Made If Tender is Made
Principal Description of Tenneco's Description of Tenneco Packaging's Before Consent After Consent
Amount Original Securities New Securities Solicitation Expires Solicitation Expires*
- ------------ ---------------------------------- ---------------------------------- -------------------- ---------------------
<C> <S> <C> <C> <C>
$299,690,000 6.70% Notes due 2005 7.20% Notes due 2005 $1,000 $980
$276,794,000 7.45% Debentures due 2025 7.95% Debentures due 2025 $1,000 $980
$100,000,000 7 1/2% Notes due 2007 8% Notes due 2007 $1,000 $980
$300,000,000 7 5/8% Debentures due June 15, 8 1/8% Debentures due June 15, $1,000 $980
2017 2017
$200,000,000 7 7/8% Debentures due 2027 8 3/8% Debentures due 2027 $1,000 $980
</TABLE>

- ---------------
* The valid tender must also be received before the applicable exchange offer
expires. Tenneco will only issue new securities with principal amounts of
$1,000 or integral multiples of $1,000. Tenneco will: (1) aggregate the new
securities to which a tendering registered holder would otherwise be entitled;
(2) round this amount down to the nearest $1,000 and issue new securities to
that holder in the rounded amount; and (3) compensate that holder for this
rounding by paying cash in an amount equal to the principal amount of the
fractional new security.

Each of the exchange offers expires at 5:00 p.m., New York City time, on
November 3, 1999, unless extended. The consent solicitation expires at 5:00
p.m., New York City time, on October 20, 1999, unless extended.

- - Tenneco intends to spin-off Tenneco Packaging after the exchange offers.

- - Your tender is an automatic consent to amend the terms of the original
securities, as described in this document.

- - Tenneco expects that any original securities outstanding after the exchange
offers and spin-off will not maintain investment-grade ratings.

- - Tenneco expects the new securities to have an investment-grade rating.

- - Your right to withdraw tendered securities is limited, as described in this
document.

- - Your exchange should not be taxable for U.S. federal income tax purposes,
except for any accrued interest or cash received in lieu of a fractional
interest in new securities.

- - The new securities will not be listed on any securities exchange or market.

See "Risk Factors," beginning on page 24, for a description of factors that you
should consider in evaluating the exchange offers and consent solicitation.
---------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a
criminal offense.
---------------------

The dealer managers for the exchange offers and consent solicitation are:

MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON

October 5, 1999
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY..................................................... 4
RISK FACTORS................................................ 24
Risk Factors if You Exchange.............................. 24
Risk Factors if You Do Not Exchange....................... 27
Risks Factors Relating to the Spin-off.................... 32
FORWARD-LOOKING STATEMENTS.................................. 34
WHERE YOU CAN FIND MORE INFORMATION......................... 35
INCORPORATION OF INFORMATION BY REFERENCE................... 35
THE EXCHANGE OFFERS AND CONSENT SOLICITATION................ 37
Terms of the Exchange Offers.............................. 37
The Consent Solicitation.................................. 38
Expiration Time; Early Exchange Time; Extensions;
Termination; Amendments................................ 38
Effect of Tender.......................................... 40
Acceptance of Consents and Original Securities; Delivery
of Exchange Consideration.............................. 40
Procedures for Tendering Original Securities and Giving
Consents............................................... 41
Conditions to the Exchange Offers and Consent
Solicitation........................................... 45
Withdrawal Rights......................................... 46
Dealer Managers........................................... 47
Exchange Agent............................................ 48
Information Agent......................................... 48
Trustee................................................... 48
Fees and Expenses......................................... 48
MARKET AND TRADING INFORMATION.............................. 48
ACCOUNTING TREATMENT OF THE EXCHANGE OFFERS................. 48
THE PROPOSED AMENDMENTS..................................... 49
Elimination of Operating Covenants........................ 49
Waiver.................................................... 50
DESCRIPTION OF THE NEW SECURITIES........................... 52
General................................................... 52
New Securities............................................ 52
Some Important Covenants of Packaging..................... 56
Consolidation, Merger and Sale of Assets.................. 58
Events of Default......................................... 59
Modification of the New Indenture......................... 59
Defeasance and Covenant Defeasance........................ 60
The New Trustee........................................... 60
Book-Entry System......................................... 61
Physical Securities....................................... 62
Payment................................................... 62
THE SPIN-OFF................................................ 63
Reasons for the Spin-off.................................. 63
Manner of Spin-off........................................ 63
Corporate Restructuring Transactions...................... 63
</TABLE>

------------------------

THIS DOCUMENT INCORPORATES BY REFERENCE IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT TENNECO INC. AND TENNECO PACKAGING INC. THAT IS NOT PRESENTED
IN OR DELIVERED WITH THIS DOCUMENT. THIS INFORMATION, EXCLUDING EXHIBITS TO THE
INFORMATION UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION, IS AVAILABLE WITHOUT CHARGE TO ANY HOLDER OR BENEFICIAL OWNER
OF ORIGINAL SECURITIES UPON WRITTEN OR ORAL REQUEST TO KARL A. STEWART, VICE
PRESIDENT AND SECRETARY, TENNECO INC., 1275 KING STREET, GREENWICH, CONNECTICUT,
06831, TELEPHONE NUMBER (203) 863-1000. IN ORDER TO OBTAIN TIMELY DELIVERY,
HOLDERS OF ORIGINAL SECURITIES MUST REQUEST THIS INFORMATION NO LATER THAN
OCTOBER 13, 1999. Notwithstanding any disclosure to the contrary in documents
incorporated by reference, no safe harbor protection under Section 27A of the
Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934
extends to forward-looking statements that appear in this document directly or
by incorporation.

2
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Debt Realignment.......................................... 64
Relationship Between Automotive and Packaging After the
Spin-off............................................... 65
Conditions to the Spin-off................................ 69
Amendment or Termination of the Distribution Agreement.... 69
DESCRIPTION OF PACKAGING.................................... 70
General................................................... 70
Capitalization............................................ 70
New Financing............................................. 71
Unaudited Pro Forma Combined Financial Statements of
Packaging.............................................. 73
Supplemental Financial Information of Packaging........... 79
Combined Selected Financial Data of Packaging............. 80
Industry Overview and Key Terms........................... 83
Products and Markets...................................... 84
Growth Strategy........................................... 85
Marketing, Distribution and Customers..................... 88
Analysis of Revenues...................................... 89
Competition............................................... 89
International............................................. 89
Properties................................................ 90
Raw Materials............................................. 90
Environmental Regulation.................................. 90
Other..................................................... 91
Legal Proceedings......................................... 91
Containerboard Packaging Interest......................... 92
Management................................................ 93
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 102
Principal Stockholders.................................... 119
DESCRIPTION OF TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE........ 120
Capitalization............................................ 120
Unaudited Pro Forma Consolidated Financial Statements of
Tenneco................................................ 121
Supplemental Financial Information of Tenneco............. 127
Tenneco and Consolidated Subsidiaries Selected Financial
Data................................................... 129
Overview of Automotive Parts Industry..................... 133
Analysis of Automotive's Revenues......................... 133
Emissions Control Systems................................. 135
Ride Control Systems...................................... 136
Sales and Marketing....................................... 137
Manufacturing and Engineering............................. 137
Industry Trends........................................... 138
Business Strategy......................................... 141
Properties................................................ 143
Legal and Environmental Proceedings....................... 144
Strategic Acquisitions and Alliances...................... 144
Other..................................................... 145
Management After the Spin-off............................. 146
New Financing............................................. 155
U.S. FEDERAL INCOME TAX CONSEQUENCES........................ 157
Tax Considerations if You Exchange........................ 157
Tax Considerations if You Do Not Exchange................. 159
Backup Withholding........................................ 159
LEGAL MATTERS............................................... 159
EXPERTS..................................................... 160
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE OF THE
BUSINESSES OF TENNECO PACKAGING........................... F-1
</TABLE>

3
<PAGE> 4

SUMMARY

Tenneco is offering to exchange Packaging's new securities listed in the
table below for Tenneco's original securities listed in the table below and is
soliciting consents with respect to the original securities on the terms and
conditions described in this document and the accompanying letter of consent/
transmittal. The following is a brief summary of the information included in
this document and may not contain all of the information that is important to
you. You should carefully read and review this entire document and the other
documents to which it refers to fully understand the terms of the new
securities, exchange offers and consent solicitation.

You should rely only on the information contained or incorporated by
reference in this document. Tenneco and Packaging have not authorized anyone to
provide you with information different from that contained in this document or
incorporated by reference into this document. The exchange offers and consent
solicitation are not being made to, and Tenneco will not accept tenders for
exchange from, holders of outstanding original securities in any jurisdiction in
which the exchange offers or consent solicitation, or the acceptance thereof,
would not be in compliance with the securities or blue sky laws of that
jurisdiction.

Unless the context otherwise requires, in this document:

- "Tenneco" refers to Tenneco Inc., a Delaware corporation, and its
subsidiaries. Tenneco is currently engaged in the automotive, packaging
and administrative services businesses, but plans to spin-off the
packaging and administrative services businesses to its stockholders.
When the spin-off is completed, Tenneco will be engaged in only its
automotive business.

- "Packaging" refers to Tenneco Packaging Inc., a Delaware corporation and
those companies that will be its subsidiaries when the spin-off is
completed. Packaging will be renamed in connection with the spin-off.

- "Automotive" refers to Tenneco Inc. and those companies that will be its
subsidiaries when the spin-off is completed, which will own and operate
its automotive business. When the spin-off is completed, Tenneco will be
renamed Tenneco Automotive Inc.

THE EXCHANGE OFFERS AND CONSENT SOLICITATION

THE EXCHANGE OFFERS: For each $1,000 principal amount of original
securities validly tendered and accepted for
exchange, Tenneco is offering (1) $1,000
principal amount of the corresponding series of
Packaging's new securities for holders who
validly tender their original securities before
the consent solicitation expires, as shown in
the applicable column of the table below, or
(2) $980 principal amount of the corresponding
series of Packaging's new securities for
holders who validly tender their original
securities after the consent solicitation
expires but before the applicable exchange
offer expires, as shown in the applicable
column of the table below. Notwithstanding the
foregoing, Tenneco will only issue new
securities with principal amounts of $1,000 or
integral multiples of $1,000. Tenneco will: (1)
aggregate the new securities to which a
tendering registered holder would otherwise be
entitled; (2) round this amount down to the
nearest $1,000 and issue new securities to that
holder in the rounded amount; and (3)
compensate that holder for this rounding by
paying cash in an amount equal to the principal
amount of the fractional new security. See "The
Exchange Offers and Consent Solicitation --
Terms of the Exchange Offers" beginning on page
37. For these purposes, a registered holder
includes a participant in The Depository Trust
Company with new securities credited directly
to its account. See "The Exchange Offers and
Consent Solicitation -- Procedures for
Tendering Original Securities and Giving
Consents" beginning on page 41.

4
<PAGE> 5
<TABLE>
<CAPTION>

AGGREGATE
PRINCIPAL DESCRIPTION OF TENNECO'S DESCRIPTION OF
CUSIP NO.* AMOUNT ORIGINAL SECURITIES PACKAGING'S NEW SECURITIES
- ---------- ------------ ---------------------------------- ----------------------------------
<S> <C> <C> <C>
88037 EAA9 $299,690,000 6.70% Notes due 2005 7.20% Notes due 2005
88037 EAB7 $276,794,000 7.45% Debentures due 2025 7.95% Debentures due 2025
88037 OBQ3 $100,000,000 7 1/2% Notes due 2007 8% Notes due 2007
88037 EAH4 $300,000,000 7 5/8% Debentures due June 15, 8 1/8% Debentures due June 15,
2017 2017
88037 OBR1 $200,000,000 7 7/8% Debentures due 2027 8 3/8% Debentures due 2027

<CAPTION>
PRINCIPAL AMOUNT OF NEW
SECURITIES PER $1,000 OF
ORIGINAL SECURITIES:
---------------------------
IF TENDER IS IF TENDER IS
MADE BEFORE MADE AFTER
CONSENT CONSENT
SOLICITATION SOLICITATION
CUSIP NO.* EXPIRES EXPIRES**
- ---------- ------------ ------------
<S> <C> <C>
88037 EAA9 $1,000 $980
88037 EAB7 $1,000 $980
88037 OBQ3 $1,000 $980
88037 EAH4 $1,000 $980
88037 OBR1 $1,000 $980
</TABLE>

- ---------------
* The terms of the exchange offers shall not be affected by any defect in or
omission of CUSIP numbers.

** The valid tender must also be received before the applicable exchange offer
expires. See description above regarding payment of cash in lieu of a
fractional interest in new securities.

IMPORTANT DATES AND OTHER
INFORMATION: The following timeline summarizes important
dates for the exchange offers and consent
solicitation. You should read this timeline in
conjunction with the rest of this document,
which describes, among other things, Tenneco's
right to extend, amend and/or terminate any of
the exchange offers and the consent
solicitation. Information concerning the
exchange offers will be available on MCM
"CorporateWatch" Service on Telerate pages
64165, 64166 and 64167 and Bloomberg pages
MCM7890, MCM7891 and MCM7892.
TIMELINE GRAPH SHOWING:

- - COMMENCEMENT DATE - Tenneco begins the exchange offers and consent
solicitation
- - WITHDRAWAL TIME - You may not withdraw tendered securities after the first to
occur of:
- the consent solicitation expiration, or
- 5:00 p.m., New York City time, on the date Tenneco publicly announces it has
received the required consents
- - CONSENT SOLICITATION EARLY EXCHANGE TIME - Consent solicitation expires; you
must tender before 5:00 p.m., New York City time, to be eligible to receive
$1,000 principal amount of new securities for each $1,000 principal amount of
applicable original securities
- - EXCHANGE OFFER EXPIRATION TIME - Exchange offers expire; you must tender
before 5:00 p.m., New York City time, to be eligible to participate in the
exchange offers
- - ACCEPTANCE DATE - Tenneco accepts for exchange original securities that are
validly tendered and not withdrawn
- - ISSUANCE/EXCHANGE DATE - Packaging's new securities are issued in exchange for
Tenneco's original securities; the exchange agent delivers new securities, any
applicable accrued interest and any applicable cash for fractional new
securities
- ---------------
* May be extended as described in this document.

5
<PAGE> 6

CONCURRENT CASH TENDER OFFERS: Tenneco is also making cash tender offers and a
consent solicitation for all series of its
public debt not subject to the exchange offers.
Tenneco will commence these tender offers at
the same time as the exchange offers, and
expects to complete the tender and exchange
offers at substantially the same time. The
securities subject to these cash tender offers
total $1,283,364,000 in aggregate principal
amount.

Tenneco will offer to pay cash for those
securities accepted in the tender offers at
either (1) a fixed price or (2) a price
determined two business days before the tender
offer expires based on the yield to maturity of
a reference U.S. Treasury Security plus a fixed
spread, depending on the series of debt.
Holders will be required to consent to the
proposed amendments in order to tender their
securities. The price Tenneco offers will
include a premium for those holders who tender
securities before the related consent
solicitation expires.

THE CONSENT SOLICITATION: Tenneco is soliciting consents from the holders
of original securities to amendments to the
original debtholder contract under which
Tenneco issued those securities, commonly
referred to as an indenture. These proposed
amendments will eliminate the restrictions on
Tenneco's operations currently included in this
original indenture. See "The Proposed
Amendments" beginning on page 49.

If you want to exchange your original
securities, you will be required to consent to
the proposed amendments. YOUR PROPER TENDER OF
ORIGINAL SECURITIES USING ONE OF THE PROCEDURES
DESCRIBED IN THIS DOCUMENT WILL CONSTITUTE YOUR
AUTOMATIC CONSENT TO THE PROPOSED AMENDMENTS
AND TO THE EXECUTION OF A SUPPLEMENT TO THE
ORIGINAL INDENTURE TO EFFECT THE PROPOSED
AMENDMENTS.

REQUIRED CONSENTS: The aggregate principal amount of securities
outstanding under the original indenture is
$2,459,848,000, consisting of $1,176,484,000 of
original securities that are subject to the
exchange offers and $1,283,364,000 of other
debt securities that are subject to Tenneco's
concurrent cash tender offers. To amend the
original indenture, Tenneco must receive
consents from the registered holders of at
least a majority of that aggregate amount,
voting as a single class. In addition to the
consent solicitation described in this
document, Tenneco is soliciting consents to the
proposed amendments in connection with its
concurrent cash tender offers. ACCORDINGLY,
TENNECO COULD RECEIVE THE REQUIRED CONSENTS IN
CONNECTION WITH THE TENDER OFFERS WITHOUT
REGARD TO THE RESULTS OF THE EXCHANGE OFFERS.
See "The Exchange Offers and Consent
Solicitation -- The Consent Solicitation"
beginning on page 38.

Tenneco may receive the required consents
before the exchange offers expire. The proposed
amendments will not take effect, however,
unless Tenneco accepts for exchange or purchase
debt securities issued under the original
indenture that represent at least the required
consents, whether tendered in the exchange
offers or cash tender offers. See "The Proposed
Amendments" beginning on page 49.

6
<PAGE> 7

PURPOSE OF THE EXCHANGE OFFERS
AND CONSENT SOLICITATION: Tenneco intends to spin-off Packaging to its
public stockholders. Upon completion of the
spin-off, Packaging will become an independent,
publicly held company engaged in Tenneco's
current packaging businesses. At that time,
Tenneco's sole remaining business will be its
current automotive business. See "The Spin-
off" beginning on page 63.

The exchange offers are one component of a plan
to realign Tenneco's debt before the spin-off.
As part of this debt realignment, Tenneco is
also making the cash tender offers described
above. See "The Spin-off -- Debt Realignment"
beginning on page 64.

The purpose of the exchange offers is to
acquire all of Tenneco's outstanding original
securities. The purpose of the consent
solicitation is to eliminate the restrictions
on Tenneco's operations currently included in
the original indenture. This includes
eliminating a covenant that might, if held to
apply to the spin-off, otherwise require
Packaging to become the obligor of the original
securities. Tenneco and Packaging believe the
application of that covenant is uncertain in
these circumstances. See "The Proposed
Amendments" beginning on page 49.

RISKS IF YOU EXCHANGE: An investment in the new securities involves
risks. See "Risk Factors -- Risks if You
Exchange" beginning on page 24. These risks
include:

- Once the spin-off is completed, Packaging
will have fewer assets and less revenues and
cash flows than Tenneco currently does.

- Tenneco and Packaging cannot assure you that
the new securities will have or maintain an
investment-grade rating.

- A liquid trading market may not develop for
the new securities, which could adversely
affect their value.

RISKS IF YOU DO NOT EXCHANGE: You could suffer adverse consequences if you
choose not to tender your original securities.
See "Risk Factors -- Risk Factors if You Do Not
Exchange" beginning on page 27. These adverse
consequences include:

- The operating restrictions presently included
in the original indenture will no longer
apply. This will permit Tenneco, which at
that time will consist solely of its
Automotive business, to make new borrowings
in connection with the spin-off that are
secured by its assets, including the capital
stock of its various subsidiaries. This will
allow the lenders to enforce their rights by
taking control of the assets and/or
subsidiaries. As a result, any original
securities that remain outstanding after the
spin-off will effectively rank behind these
new borrowings with regard to payment.

- Once the spin-off is completed, Automotive
will have a substantial amount of debt. This
may adversely affect its ability to meet its
payment obligations to you under the original
securities if you do not exchange.

7
<PAGE> 8

- Tenneco expects that the original securities
will not maintain an investment-grade rating
after the exchange offers and spin-off. This
could adversely affect their value.

- Tenneco expects the original securities to
have a limited trading market after the
exchange offers. This could also adversely
affect their value.

EXPIRATION OF THE EXCHANGE
OFFERS: Each exchange offer will expire at 5:00 p.m.,
New York City time, on Wednesday, November 3,
1999, unless extended by Tenneco in its sole
discretion or terminated at an earlier time.

EXPIRATION OF THE CONSENT
SOLICITATION: The consent solicitation will expire at 5:00
p.m., New York City time, on Wednesday, October
20, 1999, unless extended by Tenneco in its
sole discretion or terminated at an earlier
time.

WITHDRAWAL RIGHTS: You may withdraw your tender of original
securities for exchange any time before the
withdrawal time described below by following
the procedures described in this document. A
valid withdrawal of original securities will
also revoke the related consent. You may not
revoke a consent without withdrawing the
related original securities. See "The Exchange
Offers and Consent Solicitation -- Withdrawal
Rights" beginning on page 46.

In general, you may not withdraw tendered
original securities after the withdrawal time
unless the related exchange offer is terminated
without any original securities being accepted
for exchange. Subject to applicable law, this
is true even if Tenneco waives any condition to
the exchange offers or extends any exchange
offer or the consent solicitation. If, however,
after the withdrawal time Tenneco reduces the
principal amount of original securities subject
to any exchange offer, or Tenneco reduces the
consideration offered in that exchange offer,
then the original securities tendered in that
exchange offer may be validly withdrawn for the
following ten business days.

As used in this document, the term "withdrawal
time" refers to the earlier of --

- the expiration of the consent solicitation,
and

- 5:00 p.m., New York City time, on the date
that Tenneco publicly announces that it has
received the required consents.

A public announcement shall be deemed to have
been made as and when Tenneco issues a press
release to the Dow Jones News Service
indicating receipt of the required consents.

CONDITIONS TO THE EXCHANGE
OFFERS
AND CONSENT SOLICITATION: The exchange offers and consent solicitation
are subject to satisfaction or Tenneco's waiver
of several conditions, including:

- the receipt of the required consents;

- any and all conditions to Tenneco's cash
tender offers; and

- any and all conditions to each other
component of the debt realignment, and any
and all material conditions, other than
completion of the debt realignment, to the
spin-off.

8
<PAGE> 9

See "The Exchange Offers and Consent
Solicitation -- Conditions to the Exchange
Offers and Consent Solicitation" beginning on
page 45.

Because the exchange offers are part of the
realignment of Tenneco's total debt before the
spin-off, Tenneco plans to complete the
exchange offers before to the spin-off. See
"-- The Spin-off." Tenneco expects, however, to
complete the spin-off within one business day
after the exchange offers expire, or as soon
thereafter as practicable. For this reason,
Tenneco has conditioned the exchange offers on
the satisfaction of all material conditions to
the spin-off, other than completion of the debt
realignment. See "The Spin-off -- Debt
Realignment" beginning on page 64.

HOW TO TENDER YOUR ORIGINAL
SECURITIES AND GIVE
CONSENTS: For a description of how to tender your
original securities and give consents, see "The
Exchange Offers -- Procedures for Tendering
Original Securities and Giving Consents"
beginning on page 41. THERE ARE NO GUARANTEED
DELIVERY PROCEDURES. YOU MUST COMPLETE THE
PROCEDURES FOR TENDERING ORIGINAL SECURITIES
DESCRIBED IN THIS DOCUMENT BEFORE THE CONSENT
SOLICITATION OR EXCHANGE OFFERS EXPIRE, AS
APPLICABLE. For more information, you should
contact the information agent or dealer
managers at their addresses on the back cover
of this document, or consult your broker,
dealer, commercial bank or trust company for
assistance.

ACCEPTANCE OF ORIGINAL
SECURITIES; DELIVERY
OF EXCHANGE CONSIDERATION: Upon the terms and subject to the conditions of
the exchange offers and applicable law, Tenneco
will (1) accept for exchange original
securities validly tendered before the
applicable expiration time, and not properly
withdrawn, and then (2) pay for accepted
original securities by delivering new
securities in book-entry form, plus cash for
any applicable accrued interest and fractional
interest in new securities, to the exchange
agent on the next New York Stock Exchange
trading day. The date new securities are
delivered to the exchange agent is referred to
in this document as their issuance date.

NEW SECURITIES WILL BE ISSUED ONLY IN
BOOK-ENTRY FORM THROUGH THE DEPOSITORY TRUST
COMPANY. THIS MEANS THAT YOU WILL NOT RECEIVE
CERTIFICATES FOR ANY OF YOUR NEW SECURITIES. If
you plan to tender original securities which
are not held through DTC, you are urged to
contact a custodian that can hold securities
through DTC to arrange delivery of the new
securities on your behalf. This custodian
should also provide you with the required DTC
participant and account information that you
will be required to submit in the accompanying
letter of consent/transmittal.

The exchange agent will deliver new securities
in book-entry form, plus cash for any
applicable accrued interest and fractional
interest in new securities, to exchanging
holders on the issuance date for those new
securities or as soon thereafter as
practicable.

9
<PAGE> 10

ACCRUED INTEREST ON ORIGINAL
SECURITIES; INTEREST ON NEW
SECURITIES: Tenneco will pay accrued but unpaid interest on
original securities exchanged through the date
Tenneco accepts them for exchange. If, however,
Tenneco accepts for exchange any particular
series of original securities after an interest
record date for that series and on or before
the related interest payment date, accrued but
unpaid interest will instead be paid to the
holder of those original securities as of the
record date, if different from the tendering
holder. See "The Exchange Offers and Consent
Solicitation -- Terms of the Exchange Offers"
beginning on page 37.

Interest on the new securities will accrue
from, and including, their issuance date.

WAIVERS; EXTENSIONS;
AMENDMENTS: Tenneco expressly reserves the right to:

- terminate any or all of the exchange offers
or the consent solicitation upon the failure
of any of the conditions to the exchange
offers and consent solicitation;

- waive any condition to any of the exchange
offers or the consent solicitation;

- extend the expiration of any of the exchange
offers or the consent solicitation;

- amend the terms of any of the exchange offers
or the consent solicitation; and

- not accept original securities as a result of
an invalid tender, withdrawal or the
occurrence of other events described in this
document.

If Tenneco makes a material change to the terms
of or information concerning the exchange
offers or consent solicitation, including any
waiver of a material condition, Tenneco and
Packaging will, to the extent required by law:
(1) amend and recirculate this document; and
(2) extend the expiration of the exchange
offers and/or consent solicitation. See "The
Exchange Offers and Consent
Solicitation -- Expiration Time; Early Exchange
Time; Extensions; Termination; Amendments"
beginning on page 38.

TAX CONSEQUENCES: Tenneco intends the exchange offers to be part
of a tax-free reorganization under the Internal
Revenue Code of 1986, as amended. You should
generally not have income tax liability if you
exchange original securities for new
securities, except on any accrued but unpaid
interest and except with respect to cash
received in lieu of a fractional interest in
new securities. You should also not have income
tax liability in connection with the exchange
offers if your original securities are not
exchanged. See "U.S. Federal Income Tax
Consequences" beginning on page 157 for
circumstances in which all or part of your
exchange could be taxable.

NO RECOMMENDATION: Tenneco and Packaging are not, and no other
person acting on behalf of either of them, is
making any recommendation about

10
<PAGE> 11

tendering original securities in the exchange
offers or providing consents to the proposed
amendments.

NO DISSENTERS' RIGHTS: You will not have any right to dissent and
receive an appraisal of your original
securities in connection with the exchange
offers or consent solicitation.

EXCHANGE AGENT: The Chase Manhattan Bank is the exchange agent
that will receive tenders of original
securities on Tenneco's behalf and distribute
any payments made.

INFORMATION AGENT: Georgeson Shareholder Communications Inc. is
the information agent that you may contact for
assistance or additional copies of this
document.

DEALER MANAGERS: Morgan Stanley Dean Witter and Credit Suisse
First Boston are acting as dealer managers for
the exchange offers.
\

11
<PAGE> 12

TERMS OF THE NEW SECURITIES

The terms of the new securities will be substantially identical to the
current terms of the original securities except that (a) Packaging will issue
the new securities, and (b) the interest rate on each series of new securities
will be higher than the interest rate on the corresponding series of original
securities. See "Description of the New Securities" beginning on page 52.

ISSUER: Tenneco Packaging Inc., which will be renamed.

If you exchange your original securities for
new securities, you will be entitled to look
only to Packaging's businesses and operations
for the payment of principal and interest,
rather than to the consolidated operations of
Tenneco, which included both Packaging and
Automotive. See "Risk Factors -- Risk Factors
if You Exchange" beginning on page 24.

RANKING: The new securities will be senior unsecured
obligations of Packaging. This means they will
rank equally in right of payment with all
existing and future unsecured and
unsubordinated debt of Packaging and
effectively junior to any secured debt of
Packaging. In connection with the spin-off,
Packaging will be making borrowings under new
credit facilities that will rank equally in
right of payment with the new securities. See
"Description of Packaging -- Unaudited Pro
Forma Combined Financial Statements of
Packaging." Packaging currently has no debt
securities outstanding that are senior or
junior to the new securities.

NEW SECURITIES:

<TABLE>
<CAPTION>
SERIES OF NEW SECURITIES INTEREST PAYMENT DATES
------------------------ ----------------------
<S> <C>
7.20% Notes due 2005 June 15 and December 15
7.95% Debentures due 2025 June 15 and December 15
8% Notes due 2007 April 15 and October 15
8 1/8% Debentures due June 15, 2017 June 15 and December 15
8 3/8% Debentures due 2027 April 15 and October 15
</TABLE>

LISTING: The new securities will not be listed on any
domestic or international securities exchange
or market.

BASIC PACKAGING COVENANTS: Packaging will issue the new securities under a
new indenture with The Chase Manhattan Bank, as
trustee. The new indenture will restrict
Packaging's ability to:

- borrow money that is secured by liens on
principal manufacturing or research and
development facilities or on the capital
stock of subsidiaries;

- sell all or substantially all of its assets
or merge with another person; and

- sell and then take an immediate lease back of
principal manufacturing or research and
development facilities.

These restrictions are subject to important
exceptions described under the heading
"Description of the New Securities" beginning
on page 52.

12
<PAGE> 13

THE COMPANIES

TENNECO BEFORE THE SPIN-OFF

Tenneco is a global manufacturing company whose major businesses currently
consist of (a) Automotive -- the manufacture and sale of automotive emissions
control and ride control products and systems, and (b) Packaging -- the
manufacture and sale of specialty packaging and consumer products for the
foodservice, consumer, protective, flexible and institutional/industrial
markets. Tenneco's headquarters are located at 1275 King Street, Greenwich,
Connecticut, 06831, and its telephone number at that location is (203) 863-1000.
For further information about Tenneco, see "Where You Can Find More Information"
on page 35 and "Incorporation of Information by Reference" beginning on page 35.

Tenneco was incorporated in 1996 under the name "New Tenneco Inc." as a
wholly owned subsidiary of the company then known as Tenneco Inc. At that time,
the company's major businesses were shipbuilding, energy, automotive and
packaging. On December 11, 1996, the former Tenneco completed the transfer of
its automotive and packaging businesses to the current Tenneco, and spun off the
current Tenneco to its public stockholders. In connection with that spin-off,
the former Tenneco also spun off its shipbuilding division to its public
stockholders and the remaining energy company was acquired by El Paso Natural
Gas Company. Unless the context otherwise requires, for periods prior to
December 11, 1996, the term "Tenneco" also refers to the company formerly known
as Tenneco.

PACKAGING

Packaging is a global supplier of specialty packaging and consumer
products, with 1998 revenues of approximately $2.8 billion. Packaging operates
89 manufacturing facilities throughout the world and employs over 15,000 people.
Packaging is currently owned by Tenneco and will become an independent, publicly
traded company upon completion of the spin-off.

Packaging manufactures and sells plastic, aluminum and paper-based consumer
products, such as disposable tableware, plastic food storage bags and plastic
trash bags. Packaging sells these products under such recognized brand names as
Hefty(R), Baggies(R), Hefty One-Zip(R) and E-Z Foil(R). Packaging also offers
food/foodservice packaging products such as molded fiber cartons, foam meat
trays and plastic, pressed paperboard and aluminum containers for frozen food,
bakery and deli applications. Its products also include sponge-like foam and
other packaging to protect and cushion a variety of goods during storage and
shipment and flexible plastic bags for medical, pharmaceutical, chemical,
hygiene and industrial applications. When the spin-off is completed, Packaging
will own Tenneco's administrative services operations, but is currently
analyzing its alternatives with respect to these operations. See "Description of
Packaging -- Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 102.

Packaging also owns a 43% common equity interest in a joint venture that
operates Packaging's former containerboard packaging business. Containerboard is
material derived primarily from wood pulp and recycled paper that is used to
make cartons, boxes and other containers. The joint venture manufactures
containerboard, as well as corrugated containers and lumber and related wood
products. The joint venture had 1998 pro forma revenues of $1.57 billion.
Packaging plans to sell its interest in this containerboard joint venture and
expects the sale to be completed before the spin-off. See "Description of
Packaging -- Unaudited Pro Forma Combined Financial Statements of Packaging"
beginning on page 73.

Packaging's headquarters are located at 1900 West Field Court, Lake Forest,
Illinois 60045, and its telephone number at that location is (847) 482-2000. For
more information about Packaging, see "Description of Packaging" beginning on
page 70.

TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE

When the spin-off is completed, Tenneco's remaining operations will consist
solely of Automotive. Automotive is a worldwide manufacturer and marketer of
automotive emissions control and ride control products and systems for vehicle
manufacturers and the repair and replacement market, or aftermarket. With 1998
revenues of approximately $3.2 billion, approximately 23,500 employees worldwide
and 106

13
<PAGE> 14

facilities in 25 countries, Automotive is a global business that sells its
products in over 100 countries. Automotive manufactures and markets its
emissions control products primarily under the Walker(R) brand name and its ride
control products primarily under the Monroe(R) brand name. Among its products
are Sensa-Trac(R) shock absorbers and weight bearing struts, Rancho(R) ride
control products, Walker Quiet-Flow(TM) mufflers and DynoMax(R) performance
mufflers, Walker(R) and Gillet(TM) exhaust systems and Monroe Clevite(TM)
elastomeric vibration control components.

Automotive's headquarters are located at 500 North Field Drive, Lake
Forest, Illinois 60045, and its telephone number at that location is (847)
482-5000. For more information about Automotive, see "Description of Tenneco
After the Spin-off/Automotive" beginning on page 120.

THE SPIN-OFF

The spin-off of Packaging is the final step in the transformation of
Tenneco from a highly diversified industrial corporation to independent
companies focused on their core businesses. In July 1998, Tenneco's Board of
Directors authorized management to develop a broad range of strategic
alternatives which could result in the separation of its automotive, paperboard
packaging and specialty packaging businesses. Earlier this year, Tenneco
separated the paperboard packaging business from the rest of its operations.
First, Packaging contributed its containerboard packaging business, which
constituted the majority of its paperboard packaging segment, to a new joint
venture for approximately $2 billion plus a 45% common equity interest.
Packaging currently plans to sell its remaining interest in this joint venture,
which is now 43% due to subsequent equity issuances to management, through an
initial registered public offering. Second, Packaging sold the balance of its
paperboard packaging business, the folding carton business, for $72.5 million.
The cash proceeds of these transactions were used to repay a portion of
Tenneco's short-term debt. The spin-off will complete the separation of
Tenneco's businesses and create two independent, public companies -- Automotive
and Packaging.

Tenneco's Board of Directors has determined that the spin-off is in the
best interests of Tenneco's stockholders because divergent industry trends
increasingly require Tenneco's packaging and automotive businesses to pursue
different strategies. The spin-off is designed to separate Tenneco's packaging
business from its automotive business, which have distinct financial, investment
and operating characteristics, so that each can adopt strategies and pursue
objectives appropriate to its specific needs.

The following describes the principal transactions that Tenneco and
Packaging will undertake to complete the spin-off. The spin-off is subject to a
number of conditions, including completion of the corporate restructuring
transactions and debt realignment. See "The Spin-off" beginning on page 63.

- Corporate Restructuring Transactions. As Tenneco is currently organized,
ownership of its subsidiaries is based on geographic location and tax
considerations rather than on the businesses in which the subsidiaries
are involved. Therefore, Tenneco will need to restructure the ownership
of its existing businesses before the spin-off so that the assets,
liabilities and operations of (a) its packaging business and
administrative services operations will be owned directly and indirectly
by Packaging and (b) its automotive business will be owned directly and
indirectly by Tenneco and its non-packaging subsidiaries. See "The
Spin-off -- Corporate Restructuring Transactions" beginning on page 63.

- Debt Realignment. Tenneco's historical practice has been to incur debt
for its consolidated group at the parent-company level or at a limited
number of its subsidiaries, rather than at the operating-company level,
and to manage centrally various cash functions. Therefore, before the
spin-off, Tenneco will realign substantially all of its existing debt
through some combination of tender offers, exchange offers, prepayments
and other refinancings. The purpose is to allocate this debt between
Automotive and Packaging before the companies are separated. The exchange
offers and Tenneco's cash tender offers are components of this debt
realignment. Tenneco also expects to repay other non-public debt and to
repurchase subsidiary preferred stock. To finance the cash tender offers
and other cash payments, Packaging and Automotive will each make
borrowings under new credit

14
<PAGE> 15

facilities and Automotive expects to issue new senior subordinated debt.
See "The Spin-off -- Debt Realignment" beginning on page 64.

If the debt realignment and spin-off had occurred on June 30, 1999,
Packaging would have had debt for money borrowed of about $2.2 billion
and Automotive would have had debt for money borrowed of about $1.7
billion on a pro forma basis. This pro forma debt amount for Packaging
does not reflect the application of any proceeds from Packaging's planned
sale of its remaining interest in the containerboard joint venture. See
"Description of Packaging -- Unaudited Pro Forma Combined Financial
Statements of Packaging" beginning on page 73 and "Description of Tenneco
After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated
Financial Statements of Tenneco" beginning on page 121.

- Distribution of Packaging Common Stock. Tenneco will complete the
spin-off by distributing all Packaging common stock to the holders of
Tenneco common stock at a ratio of one share of Packaging common stock
for each share of Tenneco common stock. The spin-off is conditioned on
Tenneco's receipt, and the continued effectiveness, of a determination
that the spin-off will be tax-free to Tenneco and its stockholders.
Tenneco received a letter ruling from the Internal Revenue Service to
that effect on August 20, 1999.

15
<PAGE> 16

SUMMARY HISTORICAL AND PRO FORMA COMBINED
FINANCIAL DATA OF PACKAGING

The following summary combined financial data as of December 31, 1998 and
1997, and for the years ended December 31, 1998, 1997, and 1996, were derived
from the audited Combined Financial Statements of The Businesses of Tenneco
Packaging. The following summary combined financial data as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, are
unaudited and were derived from Tenneco's accounting records. The following
summary combined financial data as of and for each of the six months ended June
30, 1999 and 1998 were derived from the unaudited Combined Financial Statements
of The Businesses of Tenneco Packaging. In the opinion of Packaging's
management, the summary combined financial data of Packaging as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, and as
of and for the six months ended June 30, 1999 and 1998, include all adjusting
entries, consisting only of normal recurring adjustments, necessary to present
fairly the information set forth. You should not regard the results of
operations for the six months ended June 30, 1999 as indicative of the results
that may be expected for the full year.

The following summary unaudited pro forma combined financial data as of and
for the six months ended June 30, 1999, and for the year ended December 31,
1998, reflect the effects of:

- the debt realignment; and

- the spin-off of Packaging and related transactions.

The unaudited pro forma combined statement of income data have been
prepared as if these transactions occurred on January 1, 1998; the unaudited pro
forma combined balance sheet data have been prepared as if these transactions
occurred on June 30, 1999. The summary unaudited pro forma combined financial
data are not necessarily indicative of what Packaging's results of operations
would have been had these transactions described above actually been consummated
on the dates assumed and are not necessarily indicative of the results of
operations for any future period.

Packaging's debt balances in the summary unaudited pro forma combined
financial data do not reflect the application of any proceeds from Packaging's
planned sale of its remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off, with the net
proceeds used to retire the Tenneco debt that would otherwise be allocated to
Packaging in the debt realignment. If the sale occurs after the spin-off, the
net proceeds will be used to retire Packaging debt.

There is other information Packaging believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Packaging expects will differ for it following the spin-off. For
further information you should see "Description of Packaging -- Supplemental
Financial Information of Packaging" beginning on page 79.

You should read all of this information in conjunction with the following
each of which is included elsewhere in this document:

- Unaudited Pro Forma Combined Financial Statements of Packaging on page
73;

- Combined Selected Financial Data of Packaging on page 80;

- Management's Discussion and Analysis of Financial Condition and Results
of Operations of Packaging on page 102; and

- Combined Financial Statements and Schedule of the Businesses of Tenneco
Packaging on page F-1.

(continued on next page)

16
<PAGE> 17
<TABLE>
<CAPTION>

Years Ended December 31,
-----------------------------------------------------
Pro Forma
1998 1998(a) 1997(a) 1996(a)
--------- ------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 2,785 $ 2,785 $ 2,553 $ 1,987
Other................. 6 6 10 --
----------- ----------- ----------- -----------
Total............... $ 2,791 $ 2,791 $ 2,563 $ 1,987
=========== =========== =========== ===========
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 328 $ 328 $ 308 $ 249
Other(c).............. (40) (45) (2) (15)
----------- ----------- ----------- -----------
Total............... 288 283 306 234
Interest expense(d)....... 164 133 124 102
Income tax expense
(benefit)............... 57 67 75 67
Minority interest......... 1 1 1 --
----------- ----------- ----------- -----------
Income (loss) from
continuing operations... 66 82 106 65
Income (loss) from
discontinued operations,
net of income tax(e).... NA 57 21 71
Extraordinary loss, net of
income tax(f)........... NA -- -- (2)
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... NA -- (38) --
----------- ----------- -----------
Net income (loss)......... NA $ 139 $ 89 $ 134
=========== =========== ===========
Average number of shares of
common stock
outstanding(h) --
Basic..................... 168,505,573 168,505,573 170,264,731 169,609,373
Diluted................... 168,834,531 168,834,531 170,801,636 170,526,112
Earnings (loss) per average
share of common stock(h)--
Basic:
Continuing operations... $ .39 $ .49 $ .63 $ .38
Discontinued
operations(e)......... NA .34 .12 .42
Extraordinary loss(f)... NA -- -- (.01)
Cumulative effect of
changes in accounting
principles(g)......... NA -- (.23) --
----------- ----------- -----------
$ .83 $ .52 $ .79
=========== =========== ===========
Diluted:
Continuing operations... $ .39 $ .49 $ .63 $ .38
Discontinued
operations(e)......... NA .34 .12 .42
Extraordinary loss(f)... NA -- -- (.01)
Cumulative effect of
changes in accounting
principles(g)......... NA -- (.23) --
----------- ----------- -----------
$ .83 $ .52 $ .79
=========== =========== ===========
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... NA $ 366 $ 423 $ 459
Total assets.............. NA 4,798 4,618 4,028
Short-term debt(d)........ NA 595 158 123
Long-term debt(d)......... NA 1,312 1,492 1,073
Debt allocated to
discontinued
operations(d)........... NA 548 473 394
Minority interest......... NA 14 15 --
Combined equity........... NA 1,776 1,839 1,843

<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
------------------------- ---------------------------------------
Pro Forma
1995 1994 1999 1999(a) 1998(a)
---- ---- --------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 845 $ 636 $ 1,404 $ 1,404 $ 1,361
Other................. -- -- -- -- 10
----------- ----------- ----------- ----------- -----------
Total............... $ 845 $ 636 $ 1,404 $ 1,404 $ 1,371
=========== =========== =========== =========== ===========
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 39 $ 68 $ 190 $ 190 $ 175
Other(c).............. (6) 17 (43) (46) (2)
----------- ----------- ----------- ----------- -----------
Total............... 33 85 147 144 173
Interest expense(d)....... 91 48 81 68 67
Income tax expense
(benefit)............... (3) 19 20 24 37
Minority interest......... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Income (loss) from
continuing operations... (55) 18 46 52 69
Income (loss) from
discontinued operations,
net of income tax(e).... 224 75 NA (163) 37
Extraordinary loss, net of
income tax(f)........... -- -- NA (7) --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... -- -- NA (32) --
----------- ----------- ----------- -----------
Net income (loss)......... $ 169 $ 93 NA $ (150) $ 106
=========== =========== =========== ===========
Average number of shares of
common stock
outstanding(h) --
Basic..................... 172,764,198 162,307,189 166,937,362 166,937,362 169,341,555
Diluted................... 173,511,654 162,912,425 167,319,412 167,319,412 169,936,676
Earnings (loss) per average
share of common stock(h)--
Basic:
Continuing operations... $ (.32) $ .11 $ .28 $ .31 $ .41
Discontinued
operations(e)......... 1.30 .46 NA (.98) .22
Extraordinary loss(f)... -- -- NA (.04) --
Cumulative effect of
changes in accounting
principles(g)......... -- -- NA (.19) --
----------- ----------- ----------- -----------
$ .98 $ .57 $ (.90) $ .63
=========== =========== =========== ===========
Diluted:
Continuing operations... $ (.32) $ .11 $ .28 $ .31 $ .41
Discontinued
operations(e)......... 1.29 .46 NA (.98) .22
Extraordinary loss(f)... -- -- NA (.04) --
Cumulative effect of
changes in accounting
principles(g)......... -- -- NA (.19) --
----------- ----------- ----------- -----------
$ .97 $ .57 $ (.90) $ .63
=========== =========== =========== ===========
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 393 $ 236 $ 133 $ 133 $ 382
Total assets.............. 3,358 1,630 4,749 4,486 4,788
Short-term debt(d)........ 205 49 1,010(i) 367 335
Long-term debt(d)......... 880 478 1,186(i) 1,494 1,488
Debt allocated to
discontinued
operations(d)........... 369 285 -- -- 479
Minority interest......... -- -- 14 14 15
Combined equity........... 1,531 703 1,286 1,340 1,829
</TABLE>

(continued on next page)

17
<PAGE> 18
<TABLE>
<CAPTION>

- -------------------------
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
Packaging included elsewhere in this document.

(b) During the periods presented, Packaging completed numerous acquisitions, the
most significant of which were the acquisitions of Mobil Plastics for $1.3
billion in late 1995, Amoco Foam Products for $310 million in August 1996,
and the protective and flexible packaging business of N.V. Koninklijke KNP
BT for $380 million in April 1997. See Note 6 to the Combined Financial
Statements of The Businesses of Tenneco Packaging. See also "Description of
Packaging -- Growth Strategy" and "Description of Packaging -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(c) Historical and pro forma income from continuing operations before interest
expense, income taxes and minority interest for "Other" includes costs which
were incurred by Tenneco's corporate and administrative services operations
which were not allocated to Tenneco's operating segments. Because these
functions will be a part of Packaging upon the spin-off, they are included
in Packaging's historical combined financial statements. Packaging expects
its costs for these functions will differ following the spin-off. See
"Supplemental Financial Information of Packaging" included elsewhere in this
document for further information.

(d) Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, historical amounts include debt
and related interest expense allocated to Packaging from Tenneco based on
the portion of Tenneco's investment in Packaging which Tenneco deemed to be
debt. This allocation is generally based upon the ratio of Packaging's net
assets to Tenneco's consolidated net assets plus debt. An allocation of debt
and its related interest expense has also been made to Packaging's
discontinued operations based on the ratio of the discontinued operations'
net assets to Packaging's combined net assets plus debt. Management believes
that the allocation of corporate debt and related interest expense for the
historical periods is reasonable. This historical allocation, however, is
not indicative of the total amount of debt that Packaging will have upon
completion of the debt realignment or of the debt and interest that may be
incurred by Packaging as a separate public entity. See "Combined Financial
Statements of The Businesses of Tenneco Packaging" included elsewhere in
this document.

(e) Discontinued operations for the periods presented consist of Packaging's
paperboard packaging segment, which was discontinued in June 1999 following
the decision to sell Packaging's remaining common equity interest in its
containerboard joint venture. Loss from discontinued operations for the six
months ended June 30, 1999 includes an after-tax loss of $178 million, or
$1.07 per diluted common share, resulting from the contribution of
Packaging's containerboard assets to the containerboard joint venture. See
Note 7 to the Combined Financial Statements of The Businesses of Tenneco
Packaging included elsewhere in this document.

(f) Represents Packaging's costs related to prepayment of debt. See Note 7 to
the Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document.

(g) In 1999, Packaging implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." In 1997, Packaging implemented the Financial Accounting
Standards Board's Emerging Issues Task Force Issue 97-13, "Accounting for
Costs Incurred in Connection with a Consulting Contract that Combines
Business Process Reengineering and Information Technology Transformation."
See Note 3 to the Combined Financial Statements of The Businesses of Tenneco
Packaging included elsewhere in this document for additional information
regarding changes in accounting principles.

(h) In the spin-off, Tenneco stockholders will receive one share of Packaging
common stock for each share of Tenneco common stock outstanding.
Accordingly, basic and diluted earnings per share for Packaging were
calculated using Tenneco's historical weighted average shares outstanding
and weighted average shares outstanding adjusted to include estimates of
additional shares that would be issued if potentially dilutive common shares
had been issued, respectively.
(continued on next page)

18
<PAGE> 19

(i) Packaging's pro forma debt balances reflect debt allocated to Packaging in
the debt realignment before application of any proceeds from Packaging's
planned sale of its remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off, with the net
proceeds used to retire the Tenneco debt that would otherwise be allocated
to Packaging in the debt realignment. If the sale occurs after the spin-off,
the net proceeds will be used to retire Packaging debt. See "Description of
Packaging -- Unaudited Pro Forma Combined Financial Statements of
Packaging."

(j) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the Combined Statements of Income of The Businesses of
Tenneco Packaging or Unaudited Pro Forma Combined Statements of Income of
Packaging included elsewhere in this document. EBITDA should not be
considered as an alternative to net income or operating income as an
indicator of the operating performance of Packaging, or as an alternative to
operating cash flows as a measure of liquidity. Packaging has reported
EBITDA because it believes EBITDA is a measure commonly reported and widely
used by investors and other interested parties as an indicator of a
company's ability to incur and service debt. Packaging believes EBITDA
assists investors in comparing a company's performance on a consistent basis
without regard to depreciation and amortization, which can vary
significantly depending upon accounting methods, particularly when
acquisitions are involved, or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.

(k) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges, excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. The historical ratios are based upon the amount of
interest expense on corporate debt allocated to Packaging by Tenneco as
discussed in (d) above. The pro forma ratios are derived from the Unaudited
Pro Forma Combined Financial Statements of Packaging included elsewhere in
this document. For the year ended December 31, 1995, earnings were
inadequate to cover fixed charges by $59 million.

19
<PAGE> 20

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA OF TENNECO

The following summary consolidated financial data as of and for each of the
fiscal years in the five years ended December 31, 1998 were derived from the
audited financial statements of Tenneco and its consolidated subsidiaries. The
following summary consolidated financial data as of and for each of the six
months ended June 30, 1999 and 1998 were derived from the unaudited condensed
financial statements of Tenneco and its consolidated subsidiaries. In the
opinion of Tenneco's management, the summary consolidated historical financial
data of Tenneco as of and for the six months ended June 30, 1999 and 1998
include all adjusting entries, consisting only of normal recurring adjustments,
necessary to present fairly the information set forth. You should not regard the
results of operations for the six months ended June 30, 1999 as indicative of
the results that may be expected for the full year.

The following summary unaudited pro forma consolidated financial data set
forth below as of and for the six months ended June 30, 1999, and for the year
ended December 31, 1998, reflect the effects of:

- the debt realignment;

- the spin-off of Packaging and related transactions; and

- the April 1999 contribution of Packaging's containerboard assets to a new
joint venture and the June 1999 sale of Packaging's folding carton
assets. These two transactions are reflected only in the pro forma
balance sheet data since they were completed before the date of the pro
forma balance sheet.

The unaudited pro forma consolidated statement of income data have been
prepared as if these transactions occurred January 1, 1998; the unaudited pro
forma consolidated balance sheet data have been prepared as if the debt
realignment, spin-off and related transactions occurred on June 30, 1999. The
summary unaudited pro forma consolidated financial data are not necessarily
indicative of what Tenneco's results of operations would have been had these
transactions described above actually been consummated on the dates assumed and
are not necessarily indicative of the results of operations for any future
period.

There is other information Tenneco believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Tenneco expects will differ following the spin-off. For further
information you should see "Description of Tenneco After the
Spin-off/Automotive -- Supplemental Financial Information of Tenneco" beginning
on page 127.

You should read all of this information in conjunction with the:

- Unaudited Pro Forma Consolidated Financial Statements of Tenneco
beginning on page 121 of this document; and

- Management's Discussion and Analysis of Financial Condition and Results
of Operations of Tenneco and the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for the year ended December 31, 1998, and for
the six months ended June 30, 1999, each of which are contained in the
Tenneco Current Report on Form 8-K, dated August 20, 1999. The Form 8-K
is incorporated by reference into this document. See "Where You Can Find
More Information" and "Incorporation of Information By Reference" on page
35 of this document.

(continued on next page)

20
<PAGE> 21
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
---------------------------------------
PRO FORMA
1998 1998(A) 1997(A)
----------- ------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 3,237 $ 3,237 $ 3,226
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 248 $ 248 $ 407
Other................................... (26) (21) (12)
----------- ----------- -----------
Total................................. 222 227 395
Interest expense(c)........................ 161 69 58
Income tax expense (benefit)............... (26) 13 80
Minority interest.......................... -- 29 23
----------- ----------- -----------
Income (loss) from continuing operations... 87 116 234
Income (loss) from discontinued operations,
net of income tax(d)...................... NA 139 127
Extraordinary loss, net of income tax(e)... NA -- --
Cumulative effect of changes in accounting
principles, net of income tax(f).......... NA -- (46)
----------- -----------
Net income (loss).......................... NA 255 315
Preferred stock dividends.................. NA -- --
----------- -----------
Net income (loss) to common stock.......... NA $ 255 $ 315
=========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 168,505,573 168,505,573 170,264,731
Diluted................................. 168,834,531 168,834,531 170,801,636
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .52 $ .69 $ 1.37
Discontinued operations(d)............ NA .83 .75
Extraordinary loss(e)................. NA -- --
Cumulative effect of changes in
accounting principles(f)............ NA -- (.27)
----------- -----------
NA $ 1.52 $ 1.85
=========== ===========
Diluted:
Continuing operations................. $ .52 $ .68 $ 1.36
Discontinued operations(d)............ NA .83 .75
Extraordinary loss(e)................. NA -- --
Cumulative effect of changes in
accounting principles(f)............ NA -- (.27)
----------- -----------
NA $ 1.51 $ 1.84
=========== ===========
Cash dividends per common share............ NA $ 1.20 $ 1.20
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... NA $ 1,739 $ 1,771
Total assets.............................. NA 4,759 4,682
Short-term debt(c)........................ NA 304 75
Long-term debt(c)......................... NA 671 713
Debt allocated to discontinued
operations(c)........................... NA 2,456 2,123
Minority interest......................... NA 407 408
Shareowners' equity....................... NA 2,504 2,528
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. NA $ 532 519
Net cash used by investing activities..... NA (754) (887)
Net cash provided (used) by financing
activities.............................. NA 216 354
Capital expenditures for continuing
operations.............................. NA (195) (221)
OTHER DATA:
EBITDA(g)................................. $ 372 $ 377 $ 505
Ratio of earnings to fixed charges(h)..... 1.36 2.16 4.80

YEARS ENDED DECEMBER 31,
---------------------------------------

1996(A) 1995 1994
------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 2,980 $ 2,479 $ 1,989
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 249 $ 240 $ 223
Other................................... (7) 8 7
----------- ----------- -----------
Total................................. 242 248 230
Interest expense(c)........................ 60 44 33
Income tax expense (benefit)............... 79 91 52
Minority interest.......................... 21 23 --
----------- ----------- -----------
Income (loss) from continuing operations... 82 90 145
Income (loss) from discontinued operations,
net of income tax(d)...................... 564 645 307
Extraordinary loss, net of income tax(e)... (236) -- (5)
Cumulative effect of changes in accounting
principles, net of income tax(f).......... -- -- (39)
----------- ----------- -----------
Net income (loss).......................... 410 735 408
Preferred stock dividends.................. 12 12 60
----------- ----------- -----------
Net income (loss) to common stock.......... $ 398 $ 723 $ 348
=========== =========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 169,609,373 172,764,198 162,307,189
Diluted................................. 170,526,112 173,511,654 162,912,425
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .49 $ .52 $ .90
Discontinued operations(d)............ 3.25 3.67 1.52
Extraordinary loss(e)................. (1.39) -- (.03)
Cumulative effect of changes in
accounting principles(f)............ -- -- (.24)
----------- ----------- -----------
$ 2.35 $ 4.19 $ 2.15
=========== =========== ===========
Diluted:
Continuing operations................. $ .49 $ .52 $ .89
Discontinued operations(d)............ 3.23 3.65 1.52
Extraordinary loss(e)................. (1.38) -- (.03)
Cumulative effect of changes in
accounting principles(f)............ -- -- (.24)
----------- ----------- -----------
$ 2.34 $ 4.17 $ 2.14
=========== =========== ===========
Cash dividends per common share............ $ 1.80 $ 1.60 $ 1.60
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... $ 1,883 $ 1,469 $ 700
Total assets.............................. 4,653 3,635 2,315
Short-term debt(c)........................ 74 109 31
Long-term debt(c)......................... 639 469 303
Debt allocated to discontinued
operations(c)........................... 1,590 1,454 813
Minority interest......................... 304 301 301
Shareowners' equity....................... 2,646 3,148 2,900
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. 253 1,443 450
Net cash used by investing activities..... (685) (1,162) (113)
Net cash provided (used) by financing
activities.............................. 147 (356) (151)
Capital expenditures for continuing
operations.............................. (188) (208) (114)
OTHER DATA:
EBITDA(g)................................. $ 336 $ 331 $ 282
Ratio of earnings to fixed charges(h)..... 2.33 2.62 5.36

<CAPTION>
SIX MONTHS
ENDED JUNE 30,
---------------------------------------
PRO FORMA
1999 1999(A) 1998(A)
----------- ------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 1,657 $ 1,657 $ 1,664
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 156 $ 156 $ 219
Other................................... (7) (4) (12)
----------- ----------- -----------
Total................................. 149 152 207
Interest expense(c)........................ 80 42 30
Income tax expense (benefit)............... 28 44 55
Minority interest.......................... -- 13 16
----------- ----------- -----------
Income (loss) from continuing operations... 41 53 106
Income (loss) from discontinued operations,
net of income tax(d)...................... NA (111) 106
Extraordinary loss, net of income tax(e)... NA (7) --
Cumulative effect of changes in accounting
principles, net of income tax(f).......... NA (134) --
----------- -----------
Net income (loss).......................... NA (199) 212
Preferred stock dividends.................. NA -- --
----------- -----------
Net income (loss) to common stock.......... NA $ (199) $ 212
=========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 166,937,362 166,937,362 169,341,555
Diluted................................. 167,319,412 167,319,412 169,936,676
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .25 $ .32 $ .62
Discontinued operations(d)............ NA (.67) .63
Extraordinary loss(e)................. NA (.04) --
Cumulative effect of changes in
accounting principles(f)............ NA (.80) --
----------- -----------
$ (1.19) $ 1.25
=========== ===========
Diluted:
Continuing operations................. $ .25 $ .32 $ .62
Discontinued operations(d)............ NA (.67) .63
Extraordinary loss(e)................. NA (.04) --
Cumulative effect of changes in
accounting principles(f)............ NA (.80) --
----------- -----------
$ (1.19) $ 1.25
=========== ===========
Cash dividends per common share............ NA $ .60 $ .60
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... -- $ 1,421 $ 1,793
Total assets.............................. 3,192 4,416 4,829
Short-term debt(c)........................ -- 206 168
Long-term debt(c)......................... 1,673 832 747
Debt allocated to discontinued
operations(c)........................... -- 1,861 2,302
Minority interest......................... 17 411 407
Shareowners' equity....................... 659 2,122 2,559
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. NA $ (181) $ 178
Net cash used by investing activities..... NA (976) (314)
Net cash provided (used) by financing
activities.............................. NA 1,170 125
Capital expenditures for continuing
operations.............................. NA (70) (80)
OTHER DATA:
EBITDA(g)................................. $ 220 $ 223 $ 279
Ratio of earnings to fixed charges(h)..... 1.56 2.28 3.82
</TABLE>

(continued on next page)

21
<PAGE> 22

- -------------------------
Note: The Financial Statements of Tenneco Inc. and Consolidated Subsidiaries
referred to in the following notes are included in and incorporated by
reference from the Tenneco Current Report on Form 8-K dated August 20,
1999. They cover the three years ended December 31, 1998 and the six
months ended June 30, 1999 and 1998.

(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in Tenneco's Current Report on Form 8-K dated August 20, 1999.

(b) During the periods presented, Tenneco completed numerous acquisitions. The
most significant acquisition was Automotive's acquisition of Clevite for
$328 million in July 1996. See Notes to the Financial Statements of Tenneco
Inc. and Consolidated Subsidiaries for additional information. See also
"Description of Tenneco After the Spin-off/Automotive -- Strategic
Acquisitions and Alliances" included elsewhere in this document.

(c) Debt amounts for 1998, 1997, and 1996, and for June 30, 1998, are net of
allocations of corporate debt to the net assets of Tenneco's discontinued
specialty packaging and paperboard packaging segments. Debt amounts for June
30, 1999, are net of allocations of corporate debt to the net assets of
Tenneco's discontinued specialty packaging segment. Debt amounts for 1995
and 1994 are net of allocations of corporate debt to the net assets of
Tenneco's discontinued specialty packaging, paperboard packaging, energy and
shipbuilding segments. Interest expense for all periods is net of interest
expense allocated to income from discontinued operations. These allocations
of debt and related interest expense are based on the ratio of Tenneco's
investment in the specialty packaging, paperboard packaging, energy and
shipbuilding segments' respective net assets to Tenneco's consolidated net
assets plus debt. See Notes to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for additional information. The pro forma debt
balances reflect Tenneco's debt after allocation of a portion of its debt to
Packaging in connection with the spin-off. See "The Spin-off" and
"Description of Tenneco After the Spin-off/Automotive -- Unaudited Pro Forma
Consolidated Financial Statements of Tenneco" included elsewhere in this
document.

(d) Discontinued operations reflected in the above periods consist of Tenneco's
(1) specialty packaging segment, which was discontinued in August 1999, (2)
paperboard packaging segment, which was discontinued in June 1999, (3)
energy and shipbuilding segments, which were discontinued in December 1996,
(4) farm and construction equipment segment, which was discontinued in March
1996, and (5) chemicals and brakes operations, which were discontinued
during 1994. See Notes to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for additional information.

(e) Represents Tenneco's costs related to prepayment of debt, including the 1996
loss recognized in the realignment of Tenneco's consolidated debt preceding
its 1996 corporate reorganization and the 1999 loss recognized in connection
with the contribution of the containerboard assets to a new joint venture.
See the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries.

(f) In 1999, Tenneco implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." In addition, effective January 1, 1999, Tenneco changed its
method of accounting for customer acquisition costs from a deferral method
to an expense-as-incurred method. In 1997, Tenneco implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." In 1994, Tenneco adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits." See
the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for additional information regarding changes in accounting
principles.

(g) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the consolidated historical or pro forma statements of
income data. EBITDA should not be considered as an alternative to net income
or operating income as an indicator of the operating performance of Tenneco,
or as an alternative to operating cash flows as a measure of liquidity.
Tenneco has reported EBITDA because it believes EBITDA is a measure commonly
reported and widely used by investors and other interested parties as an
indicator of a company's ability to incur and service debt. Tenneco believes
EBITDA assists investors in comparing a company's performance on a
consistent basis without regard to depreciation and amortization, which can
vary significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.

(h) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, preferred
stock dividend requirements of subsidiaries, the portion of rental expense
considered representative of the interest factor, and capitalized interest.
For purposes of computing these ratios, preferred stock dividends are
included in the calculations on a pre-tax basis. The pro forma ratios are
derived from the Unaudited Pro Forma Consolidated Financial Statements of
Tenneco included elsewhere in this document.

22
<PAGE> 23

RECENT DEVELOPMENTS

PACKAGING

Tenneco currently expects that operating income from its Packaging business
for the third quarter of 1999 will be approximately $15 million below operating
income from this business for the third quarter of 1998. Based on Packaging's
forecast of resin costs and pricing actions, Packaging's management expects the
negative impact on margin from increased resin costs to begin to be offset
sometime in the fourth quarter of 1999. During the third quarter of 1999,
Packaging also incurred increased advertising and promotional expenditures to
meet competitive market initiatives in its consumer business.

Packaging's management is evaluating Packaging's strategy in light of its
competitive position as a new stand-alone public company and, as part of this
evaluation, is analyzing its business operations and assets. Specifically, the
evaluation includes a review of Packaging's strategic and competitive position
in market segments and operations where results are not meeting management's
expectations. Although plans are still being developed and have not been
finalized or approved, potential options could include the disposition,
restructuring or rationalization of assets and operations. Packaging expects to
complete its evaluation in the fourth quarter of 1999. Based on its continuing
analysis, Packaging has revised its original estimate of the potential charge it
could expect to take upon final approval of the plan. Packaging currently
estimates that its evaluation could result in an aggregate pre-tax charge of up
to approximately $175 million, of which approximately 10% could be cash.

AUTOMOTIVE

Tenneco currently expects that operating income from the Automotive
business for the third quarter of 1999 will be $20 to $25 million below
operating income from this business for the third quarter of 1998. Also,
Tenneco's third quarter income from continuing operations is expected to include
additional tax costs of $15 to $20 million related to repatriation of overseas
earnings in connection with the spin-off. This repatriation allows Tenneco to
leverage its overseas operations, creating interest deductions in foreign tax
jurisdictions.

Automotive's management expects that revenues from its North American
original equipment business will continue to improve in the third quarter based
on a strong vehicle build in the original equipment market, especially in the
light truck market. In the North American aftermarket, revenues are expected to
be lower than in the third quarter of 1998 due primarily to declining exhaust
replacement rates. The favorable impacts of Automotive's earlier restructuring
efforts in its North American aftermarket operations are expected to fully
offset the negative impact on operating income caused by the weakness in
aftermarket exhaust sales.

Automotive's European operations are expected to be negatively impacted by
higher costs, primarily relating to a first quarter 1999 change in accounting
for platform start-up costs from a capitalization to an expense basis, changes
in the mix of its revenues in the original equipment market to lower margin
business and softness in ride control aftermarket sales due primarily to an
increase in private label and non-premium product business. The South American
operations continue to be negatively impacted by the troubled economic
conditions in Brazil and Argentina and currency weakness.

Automotive has initiated an action plan which includes management changes,
brand repositioning and new product offerings. For example, Automotive plans to
introduce a new premium shock absorber product for the aftermarket in November
1999, and plans expanded introductions of Mega-Flow(TM) heavy duty mufflers and
its recreational vehicle shock line. Automotive is also evaluating a
supplemental restructuring plan which could involve the closure of additional
manufacturing and distributions facilities in North America and Europe. If the
plan is approved, it could result in a third or fourth quarter pre-tax charge of
$45 to $55 million, of which approximately 50-60% could be cash.

23
<PAGE> 24

RISK FACTORS

You should carefully consider the following risk factors, in addition to
the other information contained in this document, before deciding to tender
original securities for exchange in the exchange offers. When you evaluate the
forward-looking statements in this document, you should carefully consider the
factors discussed below and the cautionary statements referred to in
"Forward-Looking Statements." Neither Tenneco nor Packaging makes any
representation as to the future value of either the new securities or the
original securities.

RISK FACTORS IF YOU EXCHANGE

RISKS RELATING TO THE NEW SECURITIES

HOLDERS OF PACKAGING'S NEW SECURITIES WILL BE SUBJECT TO RISK BECAUSE
PACKAGING WILL INITIALLY HAVE LESS REVENUES, CASH FLOWS AND ASSETS TO HELP
IT SATISFY ITS DEBT OBLIGATIONS THAN TENNECO CURRENTLY DOES.

Once the spin-off is completed, Packaging will have fewer assets and less
revenues and cash flows than Tenneco, the obligor of the original securities,
currently does. Tenneco is engaged in the automotive, packaging and
administrative services businesses. Packaging, however, will be engaged only in
Tenneco's current packaging and administrative services businesses. The cash
flows and assets of Tenneco's automotive business will not be available to
satisfy Packaging's obligations under its new securities. Tenneco will not
guarantee the new securities, and holders who receive new securities in exchange
for original securities will no longer be creditors of Tenneco. See "The
Spin-off."

PACKAGING CANNOT ASSURE YOU THAT ITS NEW SECURITIES WILL HAVE OR MAINTAIN
INVESTMENT-GRADE RATINGS, AND A REDUCTION IN THE NEW SECURITIES' RATINGS
WOULD ADVERSELY AFFECT THEIR VALUE.

Packaging expects that, based on and subject to discussions with debt
rating agencies, its new securities will have an investment-grade rating that
will be at the lower end of the possible investment grade ratings. However,
Packaging cannot assure you that the new securities will actually have or be
able to maintain these ratings. The failure of the new securities to have an
investment-grade rating, or a reduction in the rating of the new securities,
would have an adverse effect on their value.

A LIQUID TRADING MARKET FOR PACKAGING'S NEW SECURITIES MAY NOT DEVELOP AND
THE MARKET PRICE OF THE NEW SECURITIES COULD BE ADVERSELY AFFECTED.

There is no established trading market for Packaging's new securities. A
liquid trading market may not develop for the new securities, which would
adversely impact their market price. Packaging does not intend to apply for
listing of the new securities on the NYSE or any other securities exchange, or
for quotation through the National Association of Securities Dealers Automated
Quotation System.

The liquidity of any market and the market price for the new securities
will depend on, among other things: (a) the number of holders of the new
securities; (b) Packaging's performance; (c) the market for similar securities;
and (d) the interest of securities dealers in making a market in the new
securities. Even if a market for the new securities does develop, the new
securities may trade at a discount, depending on the factors described above.

UNDER SPECIFIED CIRCUMSTANCES, YOUR EXCHANGE OF TENNECO'S ORIGINAL
SECURITIES FOR PACKAGING'S NEW SECURITIES WILL BE TAXABLE.

Counsel to Tenneco is of the opinion that your exchange of original
securities for Packaging's new securities should be tax-free for U.S. federal
income tax purposes, except for any accrued interest and except with respect to
cash received in lieu of a fractional interest in new securities. If, however,
the spin-off does not qualify as tax-free for specified reasons, you will
recognize gain or loss as a result of your receipt of Packaging's new securities
in the exchange offers. You will also recognize this gain or loss if either
Tenneco's original securities or Packaging's new securities do not qualify as
"securities" for U.S. federal income tax purposes. In addition, a portion of the
new securities could be treated as a consent payment, resulting in ordinary
income to you. See "-- Risk Factors Related to the Spin-off" for a
24
<PAGE> 25

description of circumstances under which the spin-off may not qualify as a
tax-free distribution. See also "U.S. Federal Income Tax Consequences."

THERE ARE GENERALLY NO TERMS OF THE NEW SECURITIES THAT WILL PROTECT OR
COMPENSATE YOU IN THE EVENT OF A HIGHLY LEVERAGED OR SIMILAR TRANSACTION
INVOLVING PACKAGING.

There will be no covenants or other provisions in the terms of the new
securities providing for a put or increased interest or that would otherwise
provide you with additional compensation or protection in the event of a
recapitalization transaction, a change of control or a highly leveraged
transaction involving Packaging, except that the terms of the new securities
will provide that Packaging may not merge or consolidate with any other person
or entity, or sell, lease or convey all or substantially all of its assets to
any person or entity, unless specified conditions are satisfied. These
conditions are limited and relate generally to the assumption of the obligations
by the surviving or successor entity under the new securities and the absence of
defaults. For a description of these conditions, see "Description of the New
Securities -- Consolidation, Merger and Sale of Assets."

RISKS RELATING TO PACKAGING'S BUSINESS

THE CYCLICAL DEMAND FOR PACKAGING PRODUCTS COULD ADVERSELY AFFECT ITS
OPERATING RESULTS BECAUSE LESS DEMAND FOR PACKAGING'S PRODUCTS COULD REDUCE
PACKAGING'S PROFITABILITY.

Demand for Packaging's products is cyclical in nature because it follows
the demand for the goods that are packaged with its products or the demand for
services such as construction. Accordingly, Packaging's demand is subject to
general economic conditions that affect demand in the durable goods, consumer,
building, construction and automotive markets. Growth in the economy generally
stimulates demand for these products or services, while a weakening economy
tends to decrease demand. Consequently, adverse economic conditions could have a
material adverse effect on Packaging's operating results because less demand for
Packaging's products would reduce Packaging's profitability.

VOLATILE RAW MATERIAL PRICES COULD ADVERSELY AFFECT PACKAGING'S OPERATING
RESULTS BECAUSE HIGHER COSTS TO MANUFACTURE ITS PRODUCTS WOULD LIKELY REDUCE
PACKAGING'S PROFITABILITY.

Plastic resins, aluminum rollstock, linerboard and recycled fiber are the
basic raw materials used in the manufacture of most of Packaging's products. The
costs of these materials may be volatile and are a function of, among other
things, the manufacturing capacity for those materials and the costs of their
components. If Packaging fails to obtain price increases for its products in a
timely manner following a raw material cost increase, reduces its product prices
without a corresponding reduction in raw material costs or is unable to
renegotiate favorable raw material supply contracts, Packaging's operating
results could be adversely affected because higher costs to manufacture its
products would likely reduce Packaging's profitability. See "Summary -- Recent
Developments -- Packaging."

PACKAGING CANNOT ASSURE YOU THAT IT WILL SUCCESSFULLY INTEGRATE ACQUIRED
BUSINESSES OR THAT FUTURE ACQUISITIONS WILL NOT ADVERSELY AFFECT ITS
OPERATING RESULTS AND FINANCIAL CONDITION.

Packaging's growth strategy contemplates further acquisitions of specialty
packaging and consumer products businesses, as well as related businesses.
Pursuing an acquisition strategy could adversely affect Packaging's operating
results and financial condition because of:

- unanticipated liabilities;

- the diversion of management attention;

- increased goodwill amortization;

- higher interest costs; and

- dependence on retaining or hiring and training key personnel and
integrating the acquired business.

25
<PAGE> 26

See "Description of Packaging -- Growth Strategy."

IF PACKAGING DOES NOT ADAPT TO TECHNOLOGICAL ADVANCES IN ITS INDUSTRY AS
QUICKLY AS ITS COMPETITORS, ITS OPERATING RESULTS AND FINANCIAL CONDITION
COULD BE ADVERSELY AFFECTED BY HIGHER OVERHEAD AND MANUFACTURING COSTS AND
REDUCED APPEAL OF ITS PRODUCTS.

Packaging competes in markets and industries that require sophisticated
manufacturing systems and other advanced technology to deliver state-of-the-art
specialty packaging solutions. These systems and technologies will have to be
refined and updated as the underlying technologies advance. Packaging cannot
assure you that, as systems and technologies become outdated, Packaging will be
able to replace them, to replace them as quickly as its competitors or to
develop and market new and better products in the future. Higher overhead and
manufacturing costs due to a failure to update and improve processes could limit
Packaging's ability to compete favorably as to price. In addition, Packaging's
failure to make technological advances could adversely affect its ability to
provide attractive packaging solutions for customers.

IF NOT FULLY RESOLVED, THE YEAR 2000 ISSUE COULD ADVERSELY AFFECT
PACKAGING'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use two-digit date fields.
Consequently, these systems, hardware and equipment will not be able to
recognize dates properly beyond the year 1999. If Packaging is unable to
complete on a timely and cost-efficient basis the remediation or replacement of
critical systems or equipment not yet in compliance, or develop alternative
procedures, or if Packaging's major suppliers, financial institutions or others
with whom it conducts business are unsuccessful in implementing timely
solutions, Year 2000 issues could have a material adverse effect on Packaging's
financial condition and its results of operations. This adverse effect could
result from interruptions in Packaging's ability to manufacture its products,
process and ship orders and properly bill and collect accounts receivable. For
more information, see "Description of Packaging -- Management's Discussion and
Analysis of Financial Condition and Results of Operations."

PACKAGING CANNOT ASSURE YOU THAT IT WILL BE ABLE TO SUCCESSFULLY TRANSITION
TO AN INDEPENDENT PUBLIC COMPANY.

Upon completion of the spin-off, Packaging's major operations will consist
of Tenneco's packaging business. Packaging has never operated as a stand-alone
company and historically has been able to rely, to some degree, on the earnings,
assets and cash flow of Tenneco's other businesses for capital requirements and
certain administrative services. Accordingly, Packaging's pro forma combined
financial statements included in this document may not necessarily reflect the
results of operations and financial condition that would have been achieved if
Packaging had operated independently during the periods presented.

PACKAGING IS SUBJECT TO RISKS RELATED TO ITS INTERNATIONAL OPERATIONS.

Packaging has manufacturing and distribution facilities in many countries,
principally in North America and Europe. For 1998, about 21% of Packaging's
revenues were derived from its international operations. International
operations are subject to various risks which could have a material adverse
effect on those operations or Packaging's as a whole, including:

- exposure to local economic conditions;

- exposure to local political conditions, including the risk of seizure of
assets by a foreign government;

- currency exchange rate fluctuations;

- controls on the repatriation of cash; and

- export and import restrictions.

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RISK FACTORS IF YOU DO NOT EXCHANGE

RISKS RELATING TO THE ORIGINAL SECURITIES THAT REMAIN OUTSTANDING

WHEN THE SPIN-OFF IS COMPLETED, ANY OF TENNECO'S ORIGINAL SECURITIES NOT
EXCHANGED WILL BE UNSECURED AND EFFECTIVELY RANK BEHIND NEW AUTOMOTIVE
SECURED BORROWINGS, WHICH COULD LIMIT THEIR COLLECTIBILITY IN THE EVENT OF
BANKRUPTCY.

The new borrowings to be made by Automotive in connection with the spin-off
will be secured by a substantial amount of Automotive's assets, including by
stock pledges and/or guarantees of various Automotive subsidiaries. See
"Description of Tenneco After the Spin-off/Automotive -- New Financing." The
original securities that remain outstanding after the exchange offers and
spin-off are not and will not be supported by similar security. Because this
security will allow the lenders to enforce their rights directly against the
subsidiaries or by taking control of Automotive's assets, original securities
that remain outstanding after the exchange offers will be structurally
subordinated to the rights of the lenders for Automotive's new borrowings. In
other words, the original securities will effectively rank behind these
borrowings as to payment. This could limit their collectibility in the event of
bankruptcy.

TENNECO EXPECTS THAT THE ORIGINAL SECURITIES WILL NOT MAINTAIN
INVESTMENT-GRADE RATINGS AFTER THE EXCHANGE OFFERS AND SPIN-OFF, AND THAT
THEIR VALUE COULD BE ADVERSELY AFFECTED.

Tenneco expects that the ratings of the original securities that remain
outstanding after the exchange offers and spin-off will be lower than the
current ratings of the original securities and will not be investment-grade. Any
reduction in the rating of these securities could adversely affect their value.

TENNECO EXPECTS THAT A LIMITED TRADING MARKET FOR THE ORIGINAL SECURITIES
WILL EXIST AFTER THE EXCHANGE OFFERS AND THAT THE VALUE OF THESE SECURITIES
COULD BE ADVERSELY AFFECTED.

Tenneco expects that a limited trading market will exist for the original
securities that remain outstanding after the exchange offers. A limited trading
market could adversely affect the liquidity, market value and price volatility
of these securities. Tenneco expects the market for these securities to become
more limited because there will be fewer holders and a smaller outstanding
principal amount available for trading. In addition, some of the original
securities are listed on the NYSE. Under current NYSE rules, debt securities may
be delisted if the aggregate market value or principal amount of publicly held
debt securities is less than $1 million. Tenneco plans to apply for delisting of
any original securities that remain outstanding after the exchange offers. These
factors could further reduce the trading market for these securities.

WHEN THE SPIN-OFF IS COMPLETED, YOUR CREDIT RISK COULD INCREASE IF YOU DO
NOT TENDER BECAUSE AUTOMOTIVE WILL HAVE A SUBSTANTIAL AMOUNT OF DEBT. THIS
DEBT COULD ADVERSELY AFFECT AUTOMOTIVE'S OPERATING FLEXIBILITY AND PUT IT AT
A COMPETITIVE DISADVANTAGE.

When the spin-off is completed, Tenneco -- in other words,
Automotive -- will have a substantial amount of debt. Tenneco expects that
Automotive would have had indebtedness for money borrowed of $1.7 billion at
June 30, 1999 if the spin-off had occurred on that date. See "Description of
Tenneco After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated
Financial Statements of Tenneco."

Automotive's substantial debt after the spin-off could have adverse
consequences for Automotive and increase your credit risk if you do not tender
in the exchange offers. These consequences may include:

- making it more difficult for Automotive to satisfy its obligations under
the original securities;

- making it more difficult for Automotive to obtain additional financing
for working capital, capital expenditures, acquisitions or general
corporate purposes;

- requiring a substantial portion of Automotive's cash flow to be dedicated
to debt service payments instead of other purposes;

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- increasing Automotive's vulnerability to general adverse economic and
industry conditions;

- limiting Automotive's financial flexibility in planning for and reacting
to changes in the industry in which it competes;

- placing Automotive at a disadvantage as compared to less leveraged
competitors; and

- limiting Automotive's ability to borrow additional funds and increasing
the cost of borrowing.

After the spin-off, Automotive's ability to pay principal and interest on
the original securities and satisfy its other debt service obligations will
depend on its future operating performance. If Automotive is unable to generate
sufficient cash flow or make future borrowings, it may be unable to service its
debt or to fund its other liquidity needs.

AUTOMOTIVE'S OPERATIONS AFTER THE SPIN-OFF MAY BE SUBSTANTIALLY RESTRICTED
BY THE TERMS OF ITS DEBT, WHICH COULD ADVERSELY AFFECT AUTOMOTIVE AND
INCREASE YOUR CREDIT RISK IF YOU DO NOT TENDER IN THE EXCHANGE OFFERS.

The agreements governing the new borrowings that Automotive will be making
in connection with the spin-off will include a number of significant financial
and other restrictive covenants. These covenants could adversely affect
Automotive, and adversely affect holders of original securities remaining after
the exchange offers, by limiting Automotive's ability to plan for or react to
market conditions or to meet its capital needs. Tenneco expects that these
covenants will, among other things, restrict Automotive's ability to:

- - dispose of assets;

- - incur liens, guarantees or additional debt;

- - engage in sale-leaseback transactions;

- - pay dividends or make distributions;
- - enter into investments or acquisitions;

- - engage in transactions with affiliates;

- - repurchase or redeem capital stock; and

- - engage in mergers or consolidations.

IF YOU DO NOT TENDER, THE PROPOSED AMENDMENTS COULD INCREASE YOUR CREDIT
RISK BY ELIMINATING OPERATING RESTRICTIONS CONTAINED IN THE ORIGINAL
INDENTURE.

Original securities not purchased in the exchange offers will remain
outstanding after the spin-off as obligations of Tenneco -- in other words,
Automotive. If the required consents are received and the proposed amendments
take effect, the original indenture will be amended to eliminate the
restrictions on Automotive's operations. Further, because more than a majority
of the aggregate principal amount of debt securities outstanding under the
indenture are subject to Tenneco's concurrent cash tender offers, Tenneco could
receive the required consents in connection with the cash tender offers without
regard to the results of the exchange offers. Any actions that Automotive may
take as a result of these amendments could increase your credit risk or
otherwise adversely affect your interests if you do not tender. This is because
the original indenture, as amended, will continue to govern the terms of all of
the original securities that remain outstanding after the exchange offers.

For example, the proposed amendments will permit the spin-off of Packaging
without compliance with a covenant that might, if held to apply to the spin-off,
require Packaging to become the obligor of Tenneco's original securities.
Tenneco and Packaging believe the application of this covenant is uncertain in
these circumstances. The proposed amendments will also allow Automotive to make
new borrowings in connection with the spin-off that are secured by Automotive's
assets. For a description of the proposed amendments, see "The Proposed
Amendments."

AUTOMOTIVE MAY BE ADVERSELY AFFECTED IF IT IS UNABLE TO COMPLY WITH
FINANCIAL COVENANTS IN ITS NEW FINANCING ARRANGEMENTS BECAUSE IT COULD BE
REQUIRED TO REPAY BORROWINGS EARLY.

The new borrowings Automotive will be making in connection with the
spin-off will require it to comply with many specified financial ratios.
Automotive's failure to comply with these financial ratios

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could result in an event of default which, if not cured or waived, could
result in Automotive being required to repay these borrowings before their due
date. If Automotive were unable to make this repayment or otherwise refinance
these borrowings, the lenders could foreclose on Automotive's assets that secure
these borrowings. If Automotive were able to refinance these borrowings on less
favorable terms, Automotive's results of operations and financial condition
could be adversely impacted by increased costs and rates.

DESPITE ITS DEBT LEVELS AFTER THE SPIN-OFF, AUTOMOTIVE MAY STILL BE ABLE TO
INCUR SIGNIFICANTLY MORE DEBT.

Despite the restrictions and limitations described above, Automotive may be
able to incur significant additional indebtedness after the spin-off. The new
credit facility Automotive has entered into in connection with the debt
realignment is expected to permit additional borrowings of approximately $377
million after the spin-off, based on Automotive's expected level of drawings
under the facility at the spin-off date, and the indenture governing the
subordinated debt Automotive will issue in connection with the spin-off will
also permit Automotive to incur additional indebtedness in specified
circumstances. If new debt is added to Automotive's debt levels after the
spin-off, the related risks that Automotive faces could increase.

AFTER THE SPIN-OFF, AUTOMOTIVE WILL INITIALLY HAVE LOWER REVENUES, CASH FLOW
AND ASSETS TO HELP IT SATISFY ITS DEBT OBLIGATIONS THAN TENNECO CURRENTLY
DOES.

Upon the spin-off, Automotive will have fewer assets and less revenues than
Tenneco currently does. Tenneco, the obligor under the original securities,
currently has an automotive and packaging business and administrative services
operations. When the spin-off is completed, however, Automotive will be engaged
only in Tenneco's current automotive business. The cash flow and assets of
Tenneco's packaging business and administrative services operations will not be
available to satisfy obligations under the original securities that remain
outstanding. See "The Spin-off."

RISKS RELATING TO AUTOMOTIVE'S BUSINESS

CONSOLIDATION AMONG AUTOMOTIVE PARTS CUSTOMERS AND SUPPLIERS COULD MAKE IT
MORE DIFFICULT FOR AUTOMOTIVE TO COMPETE FAVORABLY.

Automotive's financial condition and results of operations could be
adversely affected because the customer base for automotive parts is
consolidating in both the original equipment market and aftermarket. As a
result, Automotive is competing for business from fewer customers. Due to the
cost focus of these major customers, Automotive has been, and expects to
continue to be, required to reduce prices. Automotive cannot be certain that it
will be able to generate cost savings and operational improvements in the future
that are sufficient to offset price reductions required by existing customers
and necessary to win additional business.

Furthermore, the trend towards consolidation among automotive parts
suppliers is resulting in fewer, larger suppliers who benefit from purchasing
and distribution economies of scale. If Automotive cannot achieve cost savings
and operational improvements sufficient to allow it to compete favorably in the
future with these larger companies, its financial condition and results of
operations could be adversely affected due to a reduction of, or inability to
increase, sales. See "Description of Tenneco After the Spin-off/
Automotive -- Industry Trends."

AUTOMOTIVE IS DEPENDENT ON ITS LARGE CUSTOMERS FOR FUTURE REVENUES.

Automotive depends on major vehicle manufacturers for a substantial portion
of its net sales. For example, during 1998 Ford and DaimlerChrysler accounted
for 12.8% and 10.9% of Automotive's net sales, respectively. The loss of all or
a substantial portion of Automotive's sales to any of its large volume customers
could have a material adverse effect on Automotive's financial condition and
results of operations by reducing cash flows and Automotive's ability to spread
costs over a larger revenue base. Automotive may make fewer sales to these
customers for a variety of reasons, including: (1) loss of awarded business; (2)
reduced or delayed customer requirements; or (3) strikes or other work stoppages
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affecting production by the customers. See "Description of Tenneco After the
Spin-off/Automotive -- Analysis of Automotive's Revenues."

AUTOMOTIVE MAY NOT BE ABLE TO SUCCESSFULLY RESPOND TO THE CHANGING
DISTRIBUTION CHANNELS FOR AFTERMARKET PRODUCTS.

Major automotive aftermarket retailers, such as AutoZone and Advance Auto
Parts, are attempting to increase their commercial sales by selling directly to
automotive parts installers in addition to individual consumers. These
installers have historically purchased from their local warehouse distributors
and jobbers, who are Automotive's more traditional customers. Tenneco cannot
assure you that Automotive will be able to maintain or increase aftermarket
sales through increasing its sales to retailers. Furthermore, because of the
cost focus of major retailers, Automotive has been, and expects to continue to
be, required to offer price concessions. Automotive's failure to maintain or
increase aftermarket sales, or to offset the impact of any reduced sales or
pricing through cost improvements, could have an adverse impact on its business
and operating results.

AUTOMOTIVE MAY BE UNABLE TO COMPETE FAVORABLY IN THE HIGHLY COMPETITIVE
AUTOMOTIVE PARTS INDUSTRY.

The automotive parts industry is highly competitive. Although the overall
number of competitors has decreased due to ongoing industry consolidation,
Automotive faces significant competition within each of its major product areas.
The principal competitive factors are price, quality, service, product
performance, design and engineering capabilities, new product innovation and
timely delivery. For more information about the automotive parts industry, see
"Description of Tenneco After the Spin-off/Automotive -- Overview of Automotive
Parts Industry." Tenneco cannot assure you that Automotive will be able to
continue to compete favorably in this competitive market or that increased
competition will not have a material adverse effect on Automotive's business by
reducing Automotive's ability to increase or maintain sales or profit margins.

AUTOMOTIVE MAY BE UNABLE TO REALIZE ITS BUSINESS STRATEGY OF IMPROVING
OPERATING PERFORMANCE.

Automotive has either implemented or plans to implement several important
strategic initiatives designed to improve its operating performance. The failure
to achieve the goals of these initiatives could have a material adverse effect
on Automotive's business, particularly since Automotive relies on these
initiatives to offset pricing pressures from its customers, as described above.
Tenneco cannot assure you that Automotive will be able to successfully implement
or realize the expected benefits of any of these initiatives or that Automotive
will be able to sustain improvements made to date. See "Description of Tenneco
After the Spin-off/Automotive -- Business Strategy."

AUTOMOTIVE IS SUBJECT TO RISKS RELATED TO ITS INTERNATIONAL OPERATIONS.

Automotive has manufacturing and distribution facilities in many countries,
principally in North America, Europe and Latin America, and sells its products
worldwide. For 1998, about 48% of Automotive's revenues were derived from its
operations outside North America. International operations are subject to
various risks which could have a material adverse effect on those operations or
Automotive's business as a whole, including:

- exposure to local economic conditions;

- exposure to local political conditions, including the risk of seizure of
assets by foreign government;

- currency exchange rate fluctuations;

- controls on the repatriation of cash; and

- export and import restrictions.

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AUTOMOTIVE MAY BE UNABLE TO REALIZE SALES REPRESENTED BY ITS AWARDED
BUSINESS.

The realization of future sales from awarded business is inherently subject
to a number of important risks and uncertainties, including as to the number of
vehicles that Automotive's vehicle manufacturer customers will actually produce,
the timing of that production and the mix of options that Automotive's vehicle
manufacturer customers and consumers may choose. In addition, Automotive's
customers generally have the right to replace Automotive with another supplier
at any time for a variety of reasons. Accordingly, Automotive cannot assure you
that it will in fact realize any or all of the future sales represented by its
awarded business.

EXCHANGE RATE FLUCTUATIONS COULD CAUSE A DECLINE IN AUTOMOTIVE'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

As a result of its international operations, Automotive generates a
significant portion of its net sales and incurs a significant portion of its
expenses in currencies other than the U.S. dollar. To the extent Automotive is
unable to match revenues received in foreign currencies with costs paid in the
same currency, exchange rate fluctuations in that currency could have a material
adverse effect on Automotive's business. For example, where Automotive has
significantly more costs than revenues generated in a foreign currency, it is
subject to risk if that foreign currency appreciates against the U.S. dollar
because this appreciation effectively increases its costs in that country.
Automotive generally seeks to mitigate the effect of exchange rate fluctuations
through the use of foreign currency borrowings and derivative financial
instruments, but cannot assure you that it will be successful in these efforts.

The financial condition and results of operations of some of Automotive's
operating entities are reported in foreign currencies and then translated into
U.S. dollars at the applicable exchange rate for inclusion in Automotive's
consolidated financial statements. As a result, appreciation of the U.S. dollar
against these foreign currencies will have a negative impact on Automotive's
reported revenues and operating profit while depreciation of the U.S. dollar
against these foreign currencies will have a positive effect on reported
revenues and operating profit. Automotive does not generally seek to mitigate
this translation effect through the use of derivative financial instruments. For
more information about the impact of exchange rate fluctuations on Tenneco and
Automotive, see "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" of Tenneco included in Tenneco's Current Report on
Form 8-K dated August 20, 1999, which is incorporated by reference in this
document.

THE CYCLICALITY OF AUTOMOTIVE PRODUCTION AND SALES COULD CAUSE A DECLINE IN
AUTOMOTIVE'S FINANCIAL CONDITION AND RESULTS.

A decline in automotive sales and production would likely cause a decline
in Automotive's sales to vehicle manufacturers, and could result in a decline in
Automotive's results of operations and financial condition. The automotive
industry has been characterized historically by periodic fluctuations in overall
demand for vehicles due to, among other things, changes in general economic
conditions and consumer preferences. These fluctuations generally result in
corresponding fluctuations in demand for Automotive's products. The highly
cyclical nature of the automotive industry presents a risk that is outside
Automotive's control and that cannot be accurately predicted.

LONGER PRODUCT LIVES OF AUTOMOTIVE PARTS ARE ADVERSELY AFFECTING AFTERMARKET
DEMAND FOR SOME OF AUTOMOTIVE'S PRODUCTS.

The average useful life of automotive parts has been steadily increasing in
recent years due to innovations in products and technologies. The longer product
lives allow vehicle owners to replace parts of their vehicles less often. As a
result, a portion of sales in the aftermarket has been displaced. Additional
increases in the average useful lives of automotive parts are likely to
adversely affect the demand for Automotive's aftermarket products. Aftermarket
sales represented approximately 39% of Automotive's net sales for 1998. See
"Description of Tenneco After the Spin-off/Automotive -- Industry Trends."

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THE HOURLY WORKFORCE IN THE AUTOMOTIVE INDUSTRY IS HIGHLY UNIONIZED AND
AUTOMOTIVE'S BUSINESS COULD BE ADVERSELY AFFECTED BY LABOR DISRUPTIONS.

Substantially all of the hourly employees of North American vehicle
manufacturers are represented by the United Automobile, Aerospace and
Agricultural Implement Workers of America under collective bargaining
agreements. In addition, vehicle manufacturers and their employees in other
countries are also subject to labor agreements. A work stoppage or strike at the
production facilities of a significant customer, at Automotive's facilities or
at a significant supplier could have an adverse impact on Automotive by
disrupting demand for Automotive's products and/or Automotive's ability to
manufacture its products. The contracts between the UAW and each of General
Motors Corporation and Ford Motor Corporation expired in September 1999. The UAW
has reached a tentative agreement on a four-year contract with General Motors
Corporation. The contract between the UAW and Ford Motor Company has been
extended pending ongoing negotiations between the UAW and Ford. Automotive
cannot assure you that work stoppages or strikes will not occur as part of these
contract negotiations.

AUTOMOTIVE MAY INCUR MATERIAL PRODUCT WARRANTY COSTS.

From time to time, Automotive receives product warranty claims from its
customers. Vehicle manufacturers are increasingly requiring their outside
suppliers to guarantee or warrant their products and to bear the costs of repair
and replacement of these products under new vehicle warranties. Automotive
cannot assure you that costs associated with providing product warranties will
not be material.

TENNECO CANNOT ASSURE YOU THAT AUTOMOTIVE WILL BE ABLE TO SUCCESSFULLY
TRANSITION TO AN INDEPENDENT PUBLIC COMPANY.

Upon completion of the spin-off, Tenneco's major operations will consist
solely of Automotive. Automotive has never operated as a stand-alone company and
has historically been able to rely, to some degree, on the earnings, assets and
cash flow of Packaging's business for capital requirements and some
administrative services. Accordingly, the pro forma consolidated financial
statements for Tenneco included in this document may not necessarily reflect the
results of operations and financial condition that would have been achieved if
Automotive had operated independently during the periods presented.

IF NOT FULLY RESOLVED, THE YEAR 2000 ISSUE COULD ADVERSELY AFFECT
AUTOMOTIVE'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use two-digit date fields.
Consequently, these systems, hardware and equipment will not be able to
recognize dates properly beyond the year 1999. If Automotive is unable to
complete on a timely and cost-efficient basis the remediation or replacement of
critical systems or equipment not yet in compliance, or develop alternative
procedures, or if Automotive's major suppliers, financial institutions or others
with whom it conducts business are unsuccessful in implementing timely
solutions, Year 2000 issues could have a material adverse effect on Automotive's
financial condition and results of operations. This adverse effect could result
from interruptions in Automotive's ability to manufacture its products, process
and ship orders, and properly bill and collect accounts receivable. For more
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Tenneco's Current Report in Form 8-K dated August
20, 1999.

RISK FACTORS RELATING TO THE SPIN-OFF

IF THE SPIN-OFF DOES NOT QUALIFY AS TAX-FREE, AUTOMOTIVE AND PACKAGING COULD
BE ADVERSELY AFFECTED BY THE RESULTING CORPORATE TAX LIABILITY.

If the spin-off does not qualify as a tax-free distribution for U.S.
federal income tax purposes, then, in general, a very substantial corporate tax
would be payable by the consolidated tax group of which Tenneco is the common
parent. Each member of Tenneco's consolidated group, including Packaging, would
be

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severally liable for that tax. Packaging and Automotive will enter into a tax
sharing agreement in connection with the spin-off regarding the allocation and,
in some circumstances, sharing of that potential tax liability between them. See
"The Spin-off -- Relationship Between Automotive and Packaging After the
Spin-off." If the spin-off did not qualify as a tax-free distribution, the
resulting tax liability would have a material adverse effect on the financial
condition and, as such, business of Packaging and/or Automotive.

Tenneco has received a letter ruling from the Internal Revenue Service to
the effect that, among other things, the spin-off will qualify as a tax-free
distribution and accordingly will not be taxable to Tenneco or its stockholders.
The ruling is based upon various factual representations and assumptions. If any
of those factual representations and assumptions were untrue or incomplete in a
material respect, or the facts upon which that ruling is based are materially
different from the facts at the time of the spin-off, the spin-off could become
taxable to Tenneco or its stockholders. If the spin-off does not qualify as tax-
free for these reasons, your exchange of original securities for new securities
would become taxable for U.S. federal income tax purposes. See "-- Risk Factors
if You Exchange."

Furthermore, if the spin-off otherwise qualifies as a tax-free distribution
but there is a change in control of Packaging or Automotive that is considered
part of a plan or a series of transactions related to the spin-off,
Tenneco -- which after the spin-off will be Automotive -- would incur a very
substantial tax liability on the distribution of Packaging common stock to its
stockholders. Packaging would be responsible for this resulting tax liability in
the case of a Packaging change of control, and Automotive would be responsible
for this resulting tax liability in the case of an Automotive change of control.
In these circumstances, however, securityholders of Automotive and Packaging
would not recognize gain or loss as a result of the spin-off. See "U.S. Federal
Income Tax Consequences."

PACKAGING AND AUTOMOTIVE COULD BE ADVERSELY AFFECTED IF THE SPIN-OFF, THE
CORPORATE RESTRUCTURING TRANSACTIONS OR THE DEBT REALIGNMENT ARE NOT VALID
UNDER FRAUDULENT TRANSFER OR LEGAL DIVIDEND STATUTES.

In connection with the spin-off, Tenneco will undertake numerous corporate
restructuring transactions and realign its debt, which, along with the spin-off,
are subject to federal and state fraudulent conveyance laws. Under these laws,
if a court determines that one of the parties to these transactions did not
receive fair consideration and, at the time, was insolvent, had unreasonably
small capital or was unable to pay its debts as they came due, the court could
reverse the transactions or the spin-off or impose liability on the parties. The
resulting complications and costs could have a material adverse effect on
Packaging and Automotive.

In addition, the corporate restructuring transactions, debt realignment and
spin-off are subject to state corporate distribution statutes. For example,
under Delaware law, a corporation may only pay dividends to its stockholders
either: (1) out of its surplus, calculated as net assets minus capital; or (2)
if there is no surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year, subject to some
restrictions. Although all distributions are intended to be made entirely from
surplus, Tenneco and Packaging cannot assure you that a court will not later
determine that the spin-off, one or more of the corporate restructuring
transactions or the debt realignment was unlawful under state corporate law.
This could allow the court to reverse the transactions. The resulting
complications and costs could have a material adverse effect on Packaging and
Automotive.

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FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. The words "will," "may,"
"designed to," "outlook," "believes," "should," "anticipates," "plans,"
"expects," "intends" and "estimates," and similar expressions, identify these
forward-looking statements. These forward-looking statements are contained
principally under the headings "Summary," "Risk Factors," "The Spin-off,"
"Description of Packaging" and "Description of Tenneco After the
Spin-off/Automotive." Although Tenneco and Packaging believe that the
expectations reflected in these forward-looking statements are based on
reasonable assumptions, these expectations may not prove to be correct. Because
these forward-looking statements are also subject to risks and uncertainties,
actual results may differ materially from the expectations expressed in the
forward-looking statements. Important factors that could cause actual results to
differ materially from the expectations reflected in the forward-looking
statements include those described in "Risk Factors," as well as:

- general economic, business and market conditions;

- operating hazards associated with the Packaging or Automotive business;

- changes in automobile manufacturers' actual and forecasted requirements
for Automotive's products;

- labor disruptions at Packaging, Automotive or any of their significant
customers or suppliers;

- customer acceptance of new products;

- capital availability or costs, including changes in interest rates or
market perceptions of Packaging or Automotive;

- changes by the Financial Accounting Standards Board or the Securities and
Exchange Commission of authoritative generally accepted accounting
principles or policies;

- the impact of laws and regulations, including environmental laws and
regulations; and

- the occurrence or non-occurrence of circumstances beyond the control of
Tenneco or Packaging.

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WHERE YOU CAN FIND MORE INFORMATION

Packaging has filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933 covering the offering of
the new securities. Packaging has also filed with the Commission a registration
statement under the Securities Exchange Act of 1934 covering its common stock,
which will be distributed to Tenneco stockholders in the spin-off. This document
does not contain all of the information included in these registration
statements and their associated exhibits and schedules. For more information
about Packaging and the new securities, you should read these registration
statements and their associated exhibits and schedules. This document summarizes
provisions of contracts and other documents that it refers you to. If Packaging
has filed any contract or other document as an exhibit to the registration
statement covering the new securities, you should read the exhibit for a more
complete understanding of the contract or document involved. Each statement in
this document summarizing the provisions of a contract or other document is
qualified in all respects by reference to the actual document.

Tenneco files annual, quarterly and other reports, proxy statements and
other information with the SEC. Following the spin-off, Packaging also will file
periodic reports, proxy statements and other information with the SEC.

You may read and copy Tenneco's and Packaging's filings with the SEC at the
public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at 7 World
Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. You may also obtain copies of those
filings at prescribed rates by (a) calling the SEC at 1-800-SEC-0330, or (b)
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also access the filings electronically on the
SEC's website at http://www.sec.gov. Because Tenneco's common stock is listed on
the New York, Chicago and Pacific Stock Exchanges, you may review reports and
other information concerning Tenneco at these exchanges. Application will be
made to list Packaging's common stock on the NYSE, and you may review reports
and other information concerning Packaging at the NYSE, 20 Broad Street, New
York, New York 10005.

In addition, Tenneco maintains a website where you can find information
about Tenneco, Packaging and Automotive at http://www.tenneco.com.

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows "incorporation by reference" of information filed with the
SEC into this document. This means that Tenneco and Packaging can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered part of this prospectus,
except that information filed in later-dated documents will automatically update
and supercede the information contained in earlier-dated documents.

The following documents filed with the Commission by Tenneco, File No.
1-12387, or Packaging, File No. 1-15157, as applicable, are incorporated by
reference into this document and shall be deemed to be a part hereof:

(a) Tenneco's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;

(b) Tenneco's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999 and Quarterly Report on Form 10-Q, for the
fiscal quarter ended June 30, 1999, as amended;

(c) Tenneco's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on May 11, 1999 and the Special Meeting of
Stockholders to be held on October 25, 1999;

(d) Tenneco's Current Report on Form 8-K dated April 12, 1999;

(e) Tenneco's Current Report on Form 8-K dated July 14, 1999;

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<PAGE> 36

(f) Tenneco's Current Report on Form 8-K dated August 20, 1999, which
includes financial and other information that supersedes the
comparable information in Tenneco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, Tenneco's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1999
and June 30, 1999 and Tenneco's Current Report on Form 8-K dated
July 14, 1999;

(g) Tenneco's Current Report on Form 8-K dated October 4, 1999, as
amended; and

(h) All documents subsequently filed by Tenneco or Packaging pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this document and prior to the
termination of the offering of the new securities.

Notwithstanding any disclosure to the contrary in documents incorporated by
reference, no safe harbor protection under Section 27A of the Securities Act of
1933 or Section 21E of the Securities Exchange Act of 1934 extends to
forward-looking statements that appear in this document directly or by
incorporation.

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<PAGE> 37

THE EXCHANGE OFFERS AND CONSENT SOLICITATION

Tenneco is offering to exchange Packaging's new securities for any and all
of Tenneco's original securities that are validly tendered before the applicable
expiration time and not withdrawn. The terms and conditions of these exchange
offers are described in this document and in the accompanying letter of
consent/transmittal. Concurrently with the exchange offers, Tenneco is
soliciting consents from the holders of the original securities to the proposed
amendments to the original indenture. Tenneco will accept tenders of original
securities only in principal amounts of $1,000 or integral multiples of $1,000.

If you hold original securities, you may participate in the exchange offers
by following the procedures described in this document. If you tender original
securities, you will be required, as a condition to a valid tender, to consent
to the proposed amendments with respect to the original securities you tendered.
Your proper tender of original securities will constitute your automatic consent
to the proposed amendments and to the execution of a supplement to the original
indenture to effect the proposed amendments. See "-- The Consent Solicitation."

TERMS OF THE EXCHANGE OFFERS

Subject to the terms and conditions described in this document and in the
accompanying letter of consent/transmittal, for each $1,000 principal amount of
original securities validly tendered and accepted for exchange, Tenneco is
offering (1) $1,000 principal amount of the corresponding new securities for
holders who validly tender their original securities before the consent
solicitation expires, as shown in the applicable column of the table below, or
(2) $980 principal amount of the corresponding new securities for holders who
validly tender their original securities after the consent solicitation expires
but before the applicable exchange offer expires, as shown in the applicable
column of the table below. Notwithstanding the foregoing, Tenneco will only
issue new securities with principal amounts of $1,000 or integral multiples of
$1,000. Tenneco will: (1) aggregate the new securities to which a tendering
registered holder would otherwise be entitled; (2) round this amount down to the
nearest $1,000 and issue new securities to that holder in the rounded amount;
and (3) compensate that holder for this rounding by paying cash in an amount
equal to the principal amount of the fractional new security.
<TABLE>
<CAPTION>

AGGREGATE
PRINCIPAL DESCRIPTION OF DESCRIPTION OF
CUSIP NO.* AMOUNT TENNECO'S ORIGINAL SECURITIES PACKAGING'S NEW SECURITIES
- ---------- --------- ----------------------------- --------------------------
<S> <C> <C> <C>
88037 EAA9 $299,690,000 6.70% Notes due 2005 7.20% Notes due 2005
88037 EAB7 $276,794,000 7.45% Debentures due 2025 7.95% Debentures due 2025
88037 OBQ3 $100,000,000 7 1/2% Notes due 2007 8% Notes due 2007
88037 EAH4 $300,000,000 7 5/8% Debentures due June 15, 8 1/8% Debentures due June 15,
2017 2017
88037 OBR1 $200,000,000 7 7/8% Debentures due 2027 8 3/8% Debentures due 2027

<CAPTION>
PRINCIPAL AMOUNT OF NEW SECURITIES
PER $1,000 OF ORIGINAL SECURITIES:
-------------------------------------
IF TENDER IS MADE IF TENDER IS MADE
BEFORE CONSENT AFTER CONSENT
SOLICITATION SOLICITATION
CUSIP NO.* EXPIRES EXPIRES**
- ---------- ----------------- -----------------
<S> <C> <C>
88037 EAA9 $1,000 $ 980
88037 EAB7 $1,000 $ 980
88037 OBQ3 $1,000 $ 980
88037 EAH4 $1,000 $ 980
88037 OBR1 $1,000 $ 980
</TABLE>

- ---------------
* The terms of the exchange offers shall not be affected by any defect in or
omission of CUSIP numbers.

** The valid tender must be received before the applicable exchange offer
expires. See description above regarding payment of cash in lieu of a
fractional interest in new securities.

In each case, Tenneco will pay accrued but unpaid interest on the original
securities exchanged in the exchange offers through the date Tenneco accepts
them for exchange. In general, this payment will be made to the holder who
tendered the original securities. If, however, Tenneco accepts for exchange any
series of original securities on or before an interest payment date for that
series but after the record date for that interest payment date, Tenneco will
pay the accrued but unpaid interest to the holder of those original securities
as of that record date, if different from the holder who tenders.

Interest will cease to accrue on original securities exchanged in the
exchange offers from and after the date Tenneco accepts them. Interest on the
new securities will accrue at the applicable rate from and including their
issuance date.

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<PAGE> 38

Tenneco reserves the right, in its sole discretion, to purchase or make
offers to purchase any original securities that remain outstanding after the
exchange offers on terms that could differ from the terms of the exchange
offers. Tenneco will not make any purchase or offer except in accordance with
applicable law.

After the exchange offers, Tenneco will extinguish the original securities
accepted by it for exchange.

THE CONSENT SOLICITATION

As part of the exchange offers, Tenneco is soliciting consents to proposed
amendments to the original indenture under which Tenneco issued the original
securities. Tenneco is making the consent solicitation on the terms and subject
to the conditions described in this document. See "The Proposed Amendments."

YOUR VALID TENDER OF ORIGINAL SECURITIES BEFORE THE EARLY EXCHANGE TIME
WILL CONSTITUTE AN AUTOMATIC CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO
THOSE ORIGINAL SECURITIES. YOU MAY NOT DELIVER CONSENTS WITHOUT TENDERING YOUR
ORIGINAL SECURITIES AND YOU MAY NOT REVOKE CONSENTS WITHOUT WITHDRAWING THE
RELATED ORIGINAL SECURITIES FROM THE EXCHANGE OFFERS. SEE "-- WITHDRAWAL
RIGHTS."

To amend the original indenture, Tenneco must receive consents from the
registered holders of at least a majority in aggregate principal amount of all
series of outstanding securities issued under the original indenture, excluding
securities held at the time by Tenneco or its affiliates, voting as a single
class. The aggregate principal amount of securities outstanding under the
original indenture is $2,459,848,000, which comprises $1,176,484,000 of original
securities that are subject to the exchange offers and $1,283,364,000 of other
debt securities that are subject to Tenneco's concurrent cash tender offers.
Tenneco is making the cash tender offers by means of a separate offer to
purchase and consent solicitation document. To participate in the cash tender
offers, holders will be required to consent to the proposed amendments. Tenneco
will make no separate payments for consents received in the consent
solicitation.

If the proposed amendments to the original indenture become effective, they
will bind all original securities that remain outstanding after the exchange
offers, even if the holder of those securities did not consent to the proposed
amendments. Accordingly, you could suffer adverse consequences if you choose not
to tender your original securities. See "Risk Factors -- Risk Factors if You Do
Not Exchange."

EXPIRATION TIME; EARLY EXCHANGE TIME; EXTENSIONS; TERMINATION; AMENDMENTS

Each of the exchange offers will commence at 12:00 p.m., New York City
time, on October 5, 1999 and will expire at 5:00 p.m., New York City time,
November 3, 1999, unless Tenneco extends any exchange offer in its sole
discretion. As used in this document, the term "expiration time" refers to 5:00
p.m., New York City time, on November 3, 1999 or, if an exchange offer is
extended, the latest date and time to which that exchange offer is extended.
Each exchange offer is subject to Tenneco's right, in its sole discretion, to
the extent that it is legally permitted to do so, to terminate or amend any
exchange offer at any time as discussed below.

The consent solicitation will expire at 5:00 p.m., New York City time, on
October 20, 1999, unless Tenneco extends the consent solicitation in its sole
discretion. As used in this document, the term "early exchange time" refers to
5:00 p.m., New York City time, on October 20, 1999 or, if extended, the latest
date and time to which the consent solicitation is extended. The consent
solicitation is subject to Tenneco's right, in its sole discretion, to the
extent that it is legally permitted to do so, to terminate or amend the consent
solicitation at any time as discussed below.

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<PAGE> 39

Tenneco expressly reserves the right, in its sole discretion, subject to
applicable law, at any time or from time to time, to:

- terminate any of the exchange offers or the consent solicitation and
not accept for exchange any original securities if any of the
conditions provided below under "-- Conditions to the Exchange Offers
and Consent Solicitation" are not satisfied and are not waived by
Tenneco;

- waive any condition to any exchange offer and accept all original
securities previously tendered for exchange pursuant to that exchange
offer or waive any condition to the consent solicitation;

- extend the expiration time of any of the exchange offers or the early
exchange time and retain all original securities tendered in that
exchange offer, subject, however, to any withdrawal rights of holders,
as described under "-- Withdrawal Rights;"

- amend any exchange offer in any respect until the original securities
are accepted for exchange;

- amend the consent solicitation in any respect until the withdrawal
time; and/or

- not accept original securities tendered pursuant to an exchange offer
at any time before the expiration time for that exchange offer as a
result of an invalid tender, withdrawal or the occurrence of other
events as described herein.

The exchange agent may retain your tendered original securities if Tenneco (a)
extends any exchange offer or the consent solicitation, (b) delays the
acceptance of original securities for exchange, or (c) is unable to accept
original securities for exchange pursuant to any exchange offer. You may not
withdraw those original securities, except to the extent you are entitled to
withdrawal rights as described under "-- Withdrawal Rights." However the
exchange agent's right to retain your tendered securities in these circumstances
is subject to Rule 14e-1(c) under the Securities Exchange Act of 1934. Rule
14e-1(c) requires that a bidder pay the consideration offered or return the
securities deposited by or on behalf of holders of securities promptly after the
termination or withdrawal of a tender offer.

Tenneco can extend, terminate or amend any of the exchange offers or the
consent solicitation by giving written or oral notice to the exchange agent,
which will be followed as promptly as practicable by a public announcement. In
the case of an extension, a public announcement will be issued before 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration time of the exchange offer(s) being extended or the previously
scheduled early exchange time, as applicable. Tenneco will have no obligation to
publish, advertise or otherwise communicate a public announcement regarding
extension, amendment or termination other than by making a release to the Dow
Jones News Service or otherwise as required by law. All original securities
tendered pursuant to an exchange offer before any extension and not subsequently
withdrawn will remain subject to that exchange offer.

The terms of any extension or amendment of any exchange offer or the
consent solicitation may vary from the original exchange offers and consent
solicitation depending on factors such as prevailing interest rates and the
principal amount of original securities previously tendered. If Tenneco amends
the terms of any exchange offer before its expiration time, the amendment will
apply to all original securities of the same series tendered pursuant to that
exchange offer but will not, unless expressly provided, apply to any other
exchange offer. Tenneco does not presently intend to change the consideration
currently offered.

If Tenneco makes a material change in the terms of any exchange offer or
the information concerning any exchange offer or waives any condition of any
exchange offer that results in a material change to the circumstances of that
exchange offer, Tenneco will circulate additional exchange offer materials if
and to the extent required by applicable law. In those circumstances, Tenneco
will also extend the exchange offer if and to the extent required by applicable
law in order to permit holders of the original securities subject to that
exchange offer adequate time to consider the additional materials.

If Tenneco makes a material change in the terms of the consent solicitation
or the information concerning the consent solicitation or waives any condition
of the consent solicitation that results in a material change to the
circumstances of the consent solicitation, Tenneco will circulate additional
consent solicitation materials if and to the extent required by applicable law.
In those circumstances, Tenneco will

39
<PAGE> 40

also extend the consent solicitation if and to the extent required by applicable
law to allow holders of the original securities adequate time to consider the
additional materials. If any material change occurs after the withdrawal time,
Tenneco may decide to re-solicit consents.

If Tenneco decreases the principal amount of original securities sought in
any exchange offer or increases or decreases the consideration offered to
holders of original securities subject to any exchange offer, Tenneco will, to
the extent required by applicable law, cause that exchange offer to be extended
so that it remains open at least ten business days from the date that Tenneco
first publishes, sends or gives notice of the change. For purposes of this
paragraph, "business day" has the meaning set forth in Rule 14d-1(e)(6) under
the Securities Exchange Act of 1934. The minimum period that an exchange offer
or the consent solicitation must remain open following any other material change
in the terms of or information concerning the exchange offer or consent
solicitation depends upon the facts and circumstances, including the relative
materiality of those terms or information.

EFFECT OF TENDER

Your tender of original securities in the exchange offers will constitute a
binding agreement between you and Tenneco upon the terms and subject to the
conditions of the exchange offers described in this document and the
accompanying letter of consent/transmittal. Your tender of original securities
will also constitute your agreement to deliver to Tenneco good and marketable
title to the tendered original securities free and clear of all liens, charges,
adverse claims, encumbrances, interests and restrictions of any kind.

ACCEPTANCE OF CONSENTS AND ORIGINAL SECURITIES; DELIVERY OF EXCHANGE
CONSIDERATION

Tenneco will purchase by accepting for exchange and will promptly pay for
all original securities validly tendered and not withdrawn or, if withdrawn,
validly retendered, in the exchange offers and the consent solicitation. This
purchase and payment will be made only upon the terms and subject to the
conditions of each exchange offer, the consent solicitation, the terms and
conditions of any extension or amendment and applicable law. Tenneco will make
payment for the original securities by depositing with the exchange agent: (1)
new securities in book-entry form, as described below; (2) cash to be paid for
any fractional interest in new securities; and (3) cash for the payment of any
applicable accrued but unpaid interest on original securities. The exchange
agent will act as agent for the tendering holders for the purpose of receiving
payments and/or new securities from Tenneco and then transmitting payments
and/or new securities to or at the direction of those holders.

New securities will be issued and delivered only in book-entry form through
The Depository Trust Company to the DTC account of the exchanging holder or the
exchanging holder's custodian. You must specify on the accompanying letter of
consent/transmittal the DTC participant and account information to which your
new securities should be delivered.

For purposes of the exchange offers, Tenneco will be deemed to have
accepted tendered original securities for exchange when Tenneco gives oral or
written notice of acceptance to the exchange agent. For purposes of the consent
solicitation, consents received by the exchange agent will be deemed to have
been accepted when (1) Tenneco and the trustee under the original indenture
execute the supplemental indenture containing the proposed amendments, which is
expected to occur promptly after the withdrawal time, and (2) Tenneco has
accepted the tendered original securities underlying those consents for exchange
in the exchange offer.

Subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, Tenneco
may delay acceptance of original securities tendered for exchange or payment for
original securities accepted for exchange if any of the conditions of the
exchange offers are not satisfied or waived or in order to comply, in whole or
in part, with applicable law. Tenneco may do this in its sole discretion.
Tenneco will pay for original securities accepted for exchange only after the
exchange agent receives, at its address on the back cover page of this document:
(1) certificates for all physically delivered original securities in proper form
for transfer or confirmation of a book-entry transfer of original securities
into the exchange agent's account at DTC according to the procedures described
in this document; (2) a properly completed and duly executed

40
<PAGE> 41

letter of consent/transmittal or properly transmitted "agent's message," as
described below; and (3) any other documents required by the accompanying letter
of consent/transmittal, in each case together with any applicable signature
guarantees. IN NO EVENT WILL INTEREST ACCRUE OR BE PAID TO HOLDERS BY REASON OF
ANY DELAY ON THE PART OF THE EXCHANGE AGENT IN MAKING PAYMENTS TO HOLDERS.
INTEREST ON THE ORIGINAL SECURITIES WILL CEASE TO ACCRUE ON AND AFTER THE
ISSUANCE DATE FOR THE RELATED NEW SECURITIES.

If Tenneco does not accept any of your tendered original securities for
exchange, or if you submit to the exchange agent original securities in a
principal amount greater than the principal amount indicated as being tendered,
Tenneco will issue to you an original security for the principal amount not
accepted for exchange or tendered. Tenneco will issue the original security in
the same form as it was originally tendered. Tenneco will do this without
expense to you as promptly as practicable following the expiration or
termination of the exchange offers.

Tenneco may transfer or assign, in whole at any time or in part from time
to time, to one or more of its affiliates, the right to acquire original
securities tendered in any exchange offer. No transfer or assignment will
relieve Tenneco of its obligations under that exchange offer or prejudice your
rights to receive new securities and any applicable accrued interest in exchange
for original securities validly tendered and accepted for exchange in that
exchange offer.

PROCEDURES FOR TENDERING ORIGINAL SECURITIES AND GIVING CONSENTS

If you hold original securities and wish to receive $1,000 principal amount
of applicable new securities for each $1,000 principal amount of original
securities, you must validly tender your original securities using the
procedures described in this document and in the accompanying letter of
consent/transmittal before the early exchange time. Your proper tender of
original securities will constitute your automatic consent to the proposed
amendments. If you hold original securities and wish to receive $980 principal
amount of applicable new securities for each $1,000 principal amount of original
securities, you must validly tender your original securities using the
procedures described in this document and in the accompanying letter of
consent/transmittal after the early exchange time, but before the applicable
expiration time. See "-- Terms of the Exchange Offers" for a description of how
Tenneco will pay cash in lieu of interests in new securities of less than
$1,000.

Only registered holders are authorized to tender their original securities
and consent to the proposed amendments. The procedures by which original
securities may be tendered and consents given by beneficial owners that are not
registered holders will depend upon the manner in which the original securities
are held, as described below.

TENDER OF ORIGINAL SECURITIES HELD THROUGH A NOMINEE. If you are a
beneficial owner of original securities that are held of record by a custodian
bank, depositary, broker, trust company or other nominee and you wish to tender
original securities, you should contact the record holder promptly and instruct
the record holder to tender the original securities and deliver a consent on
your behalf using one of the procedures described in this document. A letter of
instructions is contained in the solicitation materials provided with this
document which you may use to instruct the record holder to tender original
securities and deliver consent.

TENDER OF ORIGINAL SECURITIES HELD WITH DTC. Pursuant to authority granted
by DTC, if you are a DTC participant that has original securities credited to
your DTC account and thereby held of record by DTC's nominee, you may directly
tender those original securities and deliver consents as if you were the record
holder. Because of this, references in this document to registered or record
holders include DTC participants with original securities credited to their
accounts. Within two business days after the date of this document, the exchange
agent will establish accounts with respect to the original securities at DTC for
purposes of the exchange offers. Any participant in DTC may tender original
securities and deliver consents by:

- effecting a book-entry transfer of all original securities to be tendered
in the exchange offers into the account of The Chase Manhattan Bank, as
exchange agent, at DTC, using DTC's procedures for transfer; and

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<PAGE> 42

- either (1) effecting an agent's message, as described below, or (2)
completing and signing the accompanying letter of consent/transmittal
according to the instructions and delivering it, together with any
signature guarantees and other required documents, to the exchange agent
at its address on the back cover page of this document.

Timely book-entry delivery requires receipt by the exchange agent of a
book-entry confirmation confirming the book-entry transfer of original
securities into the exchange agent's account at DTC. The book-entry confirmation
must be received by the exchange agent before (1) the early exchange time to
receive $1,000 principal amount of applicable new securities for each $1,000
principal amount of original securities, or (2) the applicable expiration time
to receive $980 principal amount of applicable new securities for each $1,000
principal amount of original securities, subject to the provisions for paying
cash in lieu of fractional interests in new securities. Even if delivery of
original securities is effected through book-entry transfer into the exchange
agent's account at DTC, an agent's message or a completed letter of
consent/transmittal or a facsimile thereof, together with any required signature
guarantees and other required documents, must be delivered or transmitted to and
received by the exchange agent at its address on the back cover page of this
document before (1) the early exchange time to receive $1,000 principal amount
of applicable new securities for each $1,000 principal amount of original
securities, or (2) the applicable expiration time to receive $980 principal
amount of applicable new securities for each $1,000 principal amount of original
securities, subject to the provisions regarding payment of cash in lieu of
fractional interests in new securities. See "-- Terms of the Exchange Offers"
for a description of how Tenneco will pay cash in lieu of interests in new
securities of less than $1,000. A tender of original securities for exchange
will not be considered valid until these items are received by the exchange
agent. Delivery of a letter of consent/transmittal or other documents to DTC
will not be considered a valid delivery to the exchange agent.

If a holder tenders after the early exchange time, the holder could become
entitled to a cash payment in lieu of any fractional interest in new securities.
Because Tenneco will aggregate the new securities to which a tendering
registered holder is entitled before making any such cash payment, registered
holders should in that case submit a separate tender for each of their
beneficial owners. THIS SHOULD BE DONE ONLY IF A TENDER IS BEING MADE AFTER THE
EARLY EXCHANGE TIME.

The exchange agent and DTC have confirmed that the exchange offers are
eligible for DTC's Automated Tender Offer Program. Accordingly, DTC participants
may electronically transmit their acceptance of any exchange offer and thereby
provide consent to the proposed amendments with respect to the original
securities tendered, by causing DTC to transfer original securities to the
exchange agent using DTC's Automated Tender Offer Program procedures for
transfer. DTC will then send an agent's message to the exchange agent. This
electronic acceptance will be in lieu of completing, signing and delivering the
letter of consent/transmittal.

An "agent's message" is a message which states that DTC has received an
express acknowledgment from a DTC participant tendering original securities that
the participant has received and agrees to be bound by the terms of the letter
of consent/transmittal and that Tenneco may enforce the agreement against the
participant. The agent's message is transmitted by DTC to, and received by, the
exchange agent and forms a part of the book-entry confirmation.

All of the original securities held through DTC have been issued in the
form of global notes registered in the name of Cede & Co., DTC's nominee. Upon
consummation of the exchange offers, the aggregate principal amounts of these
global notes will be reduced to represent the aggregate principal amount of
original securities not tendered and accepted.

TENDER OF ORIGINAL SECURITIES HELD IN PHYSICAL FORM. If you hold original
securities in physical form, you must comply with the following instructions to
tender original securities in the exchange offers:

- complete and sign the accompanying letter of consent/transmittal
according to its instructions; and

- deliver the following to the exchange agent at the address on the back
cover page of this document before the early exchange time or expiration
time, as applicable, (1) a properly completed and duly executed letter of
consent/transmittal or a facsimile thereof, with any required signature

42
<PAGE> 43

guarantees, (2) any other documents required by the letter of
consent/transmittal, and (3) the original securities in physical form suitable
for transfer.

To validly tender original securities that are not registered in your name,
you must follow special instructions described below under "-- Proper Execution
and Delivery of Letters of Consent/Transmittal."

LETTERS OF CONSENT/TRANSMITTAL AND PHYSICAL SECURITIES MUST BE SENT ONLY TO
THE EXCHANGE AGENT. DO NOT SEND LETTERS OF CONSENT/TRANSMITTAL OR PHYSICAL
SECURITIES TO TENNECO, PACKAGING, THE INFORMATION AGENT, DTC OR THE DEALER
MANAGERS.

THE EXCHANGE OFFERS AND CONSENT SOLICITATION DO NOT PROVIDE FOR THE
TENDERING OF ORIGINAL SECURITIES OR THE DELIVERY OF CONSENTS BY USE OF A NOTICE
OF GUARANTEED DELIVERY.

PROPER EXECUTION AND DELIVERY OF LETTERS OF CONSENT/TRANSMITTAL. If you
wish to participate in the exchange offers or consent solicitation, delivery of
your original securities, signature guarantees and the other required documents
are your responsibility. Delivery is not complete until the required items are
actually received by the exchange agent. If you mail these items, Tenneco
recommends that you (1) use registered mail with return receipt requested,
properly insured, and (2) mail the required items sufficiently in advance of the
early exchange time or expiration time, as desired, to allow enough time to
ensure timely delivery.

Except as otherwise provided below, all signatures on a letter of
consent/transmittal or a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program. Signatures
on a letter of consent/transmittal need not be guaranteed if:

- the letter of consent/transmittal is signed by the registered physical
holder(s) of the original securities or by a participant in DTC whose
name appears on a security position listing as the owner of the original
securities and the holder(s) have not completed the portion entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
letter of consent/transmittal; or

- the original securities are tendered for the account of an "eligible
institution." See Instruction 3 in the letter of consent/transmittal.

An "eligible institution" is one of the following firms or other entities
identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as the
terms are defined in the Rule: (a) a bank; (b) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or
government securities broker; (c) a credit union; (d) a national securities
exchange, registered securities association or clearing agency; or (e) a savings
institution.

If the letter of consent/transmittal is signed by the registered holder(s)
of original securities tendered, the signature(s) must correspond with the
name(s) as written on the face of the original securities without alteration,
enlargement or any change whatsoever. If any of the original securities tendered
are held by two or more registered holders, all of the registered holders must
sign the letter of consent/transmittal. If any of the original securities are
registered in different names on different original securities, the holders must
complete, sign and submit as many separate letters of consent/transmittal as
there are different registrations of certificates.

In the following cases, the certificates for original securities that are
tendered must be endorsed or accompanied by an appropriate instrument of
transfer, signed exactly as the name of the registered owner appears on the
certificates, with the signatures on the certificates or instruments of transfer
guaranteed:

- if new securities issued in the exchange offers are to be registered in
the name of, or payments are to be made to, a person other than the
person whose signature is on the letter of consent/ transmittal;

- if original securities that are not exchanged are to be returned to a
person other than the registered owner; or

- if a letter of consent/transmittal is signed by a person other than the
registered holder(s) of the original securities tendered.

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<PAGE> 44

In addition, a tender of original securities before the early exchange time by
someone other than the registered holder must be accompanied by either a valid
proxy of, or a consent signed by, the registered holder(s). This is because
original securities may not be tendered before the early exchange time without
also delivering a consent with respect to those original securities, and only
registered holders are entitled to deliver consents. The signature on the proxy
or consent must be guaranteed.

Tenneco will not accept any alternative, conditional, irregular or
contingent tenders. By executing the letter of consent/transmittal or facsimile
thereof or transmitting an agent's message, you waive any right to receive any
notice of the acceptance of your original securities for exchange.

You should indicate in the applicable box in the letter of
consent/transmittal the name and address to which payments, certificates
evidencing original securities for amounts not exchanged or not tendered are to
be issued or sent, if different from yours. To issue securities in a different
name, the exchange agent must receive the employer identification or social
security number of the new person named and a Substitute Form W-9 for this new
person must be completed. If you do not give these instructions, payments and
original securities not exchanged will be delivered to the registered holder of
original securities tendered at the address listed in the register maintained by
the trustee for those original securities. In the case of original securities
tendered by book-entry transfer into the exchange agent's account at DTC, the
original securities will be credited to the account maintained at DTC from which
the original securities were delivered.

DETERMINATION OF VALIDITY. Tenneco will determine, in its sole discretion,
all questions as to the validity, form, eligibility, time of receipt, acceptance
and withdrawal of tendered original securities using the procedures described
above. Tenneco's determination will be final and binding. Tenneco reserves the
absolute right to reject any or all tenders of original securities determined by
it not to be in proper form or the acceptance of which may be unlawful in the
opinion of counsel for Tenneco. Tenneco also reserves the absolute right, in its
sole discretion, subject to applicable law, to waive any defects or
irregularities of any tender of original securities, whether or not similar
defects or irregularities are waived in the case of other tendered securities.
Tenneco's interpretation of the terms and conditions of the exchange offers,
including the instructions in the letter of consent/transmittal, will be final
and binding.

Tenneco, the exchange agent, the information agent, DTC and the dealer
managers are not under any duty to notify you of defects in your tender and will
not be liable if they fail to so notify you. Unless waived, you must cure any
irregularities in your tender within the time Tenneco determines. Your tender of
original securities will not be considered valid until those irregularities have
been cured or waived. The exchange agent will return any original securities
that are not properly tendered if the irregularities have not been cured or
waived. The original securities will be returned to you, unless otherwise
provided in the letter of consent/transmittal, as soon as practicable following
the applicable expiration time.

TRANSFER TAXES. Tenneco will pay all transfer taxes, if any, applicable to
the transfer and sale of original securities to Tenneco in the exchange offers.
If transfer taxes are imposed for any other reason, the amount of those transfer
taxes, whether imposed on the registered holder or any other persons, will be
payable by the tendering holder. Other reasons transfer taxes could be imposed
include: (a) if substitute original securities for original securities not
exchanged are to be delivered to, or new securities or substitute original
securities are to be registered or issued in the name of, any person other than
the registered holder of the original securities tendered, or (b) if tendered
original securities are registered in the name of any person other than the
person signing the letter of consent/transmittal. If satisfactory evidence of
payment of or exemption from those transfer taxes is not submitted with the
letter of consent/transmittal, the amount of those transfer taxes will be billed
directly to the tendering holder.

BACKUP U.S. FEDERAL INCOME TAX WITHHOLDING. U.S. federal income tax law
requires that a holder of original securities that are accepted for exchange
provide the exchange agent, as payer, with the holder's correct taxpayer
identification number or otherwise establish a basis for an exemption from
backup U.S. federal income tax withholding. In the case of a holder who is an
individual, other than a resident alien, this identification number is his or
her social security number. For holders other than individuals, the
identification number is an employer identification number. Exempt holders,
including, among others, all corporations and certain foreign individuals, are
not subject to these backup withholding and reporting

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<PAGE> 45

requirements. If you do not provide the exchange agent with your correct
taxpayer identification number or an adequate basis for an exemption, you may be
subject to backup withholding on payments made in exchange for any original
securities and a penalty imposed by the IRS. Backup withholding is not an
additional federal income tax. Rather, the amount of tax withheld will be
credited against the federal income tax liability of the holder subject to
backup withholding. If withholding results in an overpayment of taxes, you may
obtain a refund from the IRS. You should consult with a tax advisor regarding
qualifications for exemption from backup withholding and the procedure for
obtaining the exemption.

To prevent backup withholding, you must provide your correct taxpayer
identification number by completing the IRS Substitute Form W-9 provided in the
letter of consent/transmittal and provide either (a) your correct taxpayer
identification number and other information under penalties of perjury, or (b)
an adequate basis for an exemption. For a discussion of other federal income tax
consequences of the exchange offers, see "U.S. Federal Income Tax Consequences."

CONDITIONS TO THE EXCHANGE OFFERS AND CONSENT SOLICITATION

Notwithstanding any other provision, extension or amendment of the exchange
offers or consent solicitation, and in addition to, and not in limitation of,
Tenneco's rights to extend or amend any exchange offer or the consent
solicitation at any time in its sole discretion, Tenneco will not be required to
accept, exchange or make any payment for any original securities tendered for
exchange and may terminate any exchange offer and the consent solicitation if,
at or before the applicable expiration time:

- Tenneco does not receive the required consents or Tenneco and the trustee
under the original indenture have not executed and delivered the
supplemental indenture providing for the proposed amendments in the
manner described in this document;

- all conditions to Tenneco's concurrent cash tender offers have not been
satisfied;

- any condition to any other component of the debt realignment remains
unsatisfied;

- any material condition to the spin-off of Packaging remains unsatisfied,
other than completion of the debt realignment;

- any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to the
spin-off or any transaction undertaken in connection with the spin-off,
including the debt realignment, exchange offers and cash tender offers
(collectively, the "transactions"), by or before any court or
governmental, regulatory or administrative agency or authority or
tribunal, domestic or foreign, which either:

-- challenges the making of any of these transactions or could
reasonably be expected to directly or indirectly prohibit, prevent,
restrict or delay consummation of any of these transactions or
otherwise adversely affects in any material manner any component of
these transactions; or

-- could reasonably be expected to materially adversely affect the
business, financial condition, income, operations, properties,
assets, liabilities or prospects of Tenneco and its subsidiaries,
taken as a whole, or Packaging and its subsidiaries, taken as a
whole, in each case before and after giving effect to these
transactions, or Automotive and its subsidiaries, taken as a whole,
or materially impair the contemplated benefits of any of these
transactions to Tenneco and/or Packaging;

- any event affecting the business or financial affairs of Tenneco or any
of its subsidiaries has occurred or is likely to occur that could
reasonably be expected to prohibit, prevent, restrict or delay
consummation of any of the transactions described in the preceding
paragraph, or that will, or is reasonably likely to, materially impair
the contemplated benefits of any of these transactions to Tenneco or
Packaging, or could reasonably be expected to be material to holders of
original securities in determining whether to accept the exchange offers
or consent solicitation;

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<PAGE> 46

- there has occurred:

-- any general suspension of or limitation on trading in securities on
the NYSE or in the over-the-counter market, whether or not
mandatory;

-- a material impairment in the trading market for debt securities;

-- a declaration of a banking moratorium or any suspension of payments
in respect of banks by federal or state authorities in the United
States, whether or not mandatory;

-- a commencement or escalation of a war, armed hostilities or other
national or international crisis directly or indirectly relating to
the United States;

-- any limitation, whether or not mandatory, by any governmental
authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending
institutions in the United States; or

-- any significant adverse change in United States securities or
financial markets generally or the material acceleration or
worsening of an adverse change in the United States securities or
financial markets which existed at the time of the exchange offers;
or

- the trustee under the original indenture has either:

-- objected to or taken any action that could reasonably be expected to
adversely affect the consummation of the spin-off or any other
transaction undertaken in connection with the spin-off or Tenneco's
ability to effect the proposed amendments;

-- taken any action that challenges the validity or effectiveness of
the procedures used by Tenneco in soliciting the consents to the
proposed amendments, including the form thereof; or

-- taken any action that challenges the validity or effectiveness of
the procedures used by Tenneco in making or completing the exchange
offers or concurrent cash tender offers.

Tenneco's concurrent cash tender offers are subject to substantially the
same conditions as the exchange offers.

Because the exchange offers are part of the realignment of Tenneco's total
debt before the spin-off, Tenneco plans to complete the exchange offers before
the spin-off. See "The Spin-off." Tenneco expects, however, to complete the
spin-off within one business day after the exchange offers expire, or as soon
thereafter as practicable. For this reason, Tenneco has conditioned the exchange
offers on the satisfaction of all material conditions to the spin-off, other
than completion of the debt realignment. Further, Tenneco has conditioned the
exchange offers on the satisfaction of all conditions to the other components of
the debt realignment. See "The Spin-off -- Debt Realignment."

The foregoing conditions are for the sole benefit of Tenneco and may be
waived by Tenneco, in whole or in part. Tenneco will determine whether the
foregoing conditions have been satisfied, on the basis of the standards
described above. Any determination made by Tenneco concerning an event,
development or circumstance described or referred to above will be final and
binding on all parties.

WITHDRAWAL RIGHTS

Subject to applicable law, you may withdraw tenders of original securities
and revoke the related consents at any time before the withdrawal time, but not
after, except as otherwise described below. A valid withdrawal of tendered
original securities made before the withdrawal time is an automatic revocation
of the related consent. If, after the withdrawal time, Tenneco reduces the
principal amount of original securities subject to any exchange offer or reduces
the consideration offered in any exchange offer, then original securities
previously tendered in that exchange offer may be validly withdrawn for ten
business days after the date that Tenneco first publishes or sends notice to
holders of the reduction. In addition, you may validly withdraw tenders of
original securities if the related exchange offer is terminated without any
original securities being accepted for exchange.

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<PAGE> 47

For a withdrawal to be effective, (a) the exchange agent must receive a
written notice of withdrawal at its address on the back cover of this document,
or (b) the appropriate procedures of DTC's Automated Tender Offer Program must
be complied with. Any notice of withdrawal must:

- specify the name of the person who deposited the original securities to
be withdrawn;

- identify the original securities to be withdrawn, including the
certificate number or numbers and principal amount of those original
securities;

- be signed by the holder in the same manner as the signature on the letter
of consent/transmittal by which those original securities were tendered,
including any required signature guarantees, or be accompanied by a bond
power in the name of the person withdrawing the tender, in satisfactory
form as determined by Tenneco in its sole discretion, duly executed by
the registered holder, with the signature guaranteed;

- specify the name in which those original securities are to be registered,
if different from the person who tendered those original securities using
the instruments of transfer; and

- if original securities have been tendered using the procedures for
book-entry transfer described above, specify the name and number of the
account at DTC to be credited with the withdrawn original securities and
otherwise comply with the DTC procedures.

A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a previous tender.

Any permitted withdrawals may not be rescinded, and any original securities
withdrawn will not be considered validly tendered for purposes of the exchange
offer. However, withdrawn securities may again be tendered by completing the
procedures for tendering before the early exchange time or expiration time, as
applicable.

Any tendered original securities that are withdrawn will be returned to you
free of charge as soon as practicable after withdrawal. If your original
securities were tendered by book-entry transfer into the exchange agent's
account at DTC, the original securities will be credited to an account
maintained with DTC for the original securities as soon as practicable after
withdrawal.

TENNECO WILL DETERMINE, IN ITS SOLE DISCRETION, ALL QUESTIONS AS TO THE
VALIDITY OF NOTICES OF WITHDRAWAL, INCLUDING TIME OF RECEIPT. TENNECO'S
DETERMINATION WILL BE FINAL AND BINDING. NONE OF TENNECO, PACKAGING, THE
EXCHANGE AGENT, DTC, THE DEALER MANAGERS AND ANY OTHER PERSON ARE UNDER ANY DUTY
TO NOTIFY YOU OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL. NONE
OF THEM WILL BE LIABLE TO YOU IF THEY FAIL TO NOTIFY YOU OF ANY DEFECTS OR
IRREGULARITIES IN A NOTICE OF WITHDRAWAL.

DEALER MANAGERS

Tenneco and Packaging have engaged Morgan Stanley Dean Witter and Credit
Suisse First Boston to act as dealer managers in connection with the exchange
offers and to provide financial advisory services to Tenneco and Packaging in
connection with the exchange offers. If you have questions concerning the terms
of the exchange offers or consent solicitation, you may contact the dealer
managers at the addresses and telephone numbers on the back cover page of this
document.

Tenneco and Packaging have agreed to pay the dealer managers customary fees
for their services, including reasonable out-of-pocket expenses and fees and
expenses of legal counsel. Tenneco and Packaging have agreed to indemnify the
dealer managers against specified liabilities, including specified liabilities
under the federal securities laws. The dealer managers have provided in the
past, and currently are providing, other investment banking and financial
advisory services to Tenneco and its affiliates.

Morgan Stanley Dean Witter and Credit Suisse First Boston are also acting
as dealer managers in connection with Tenneco's cash tender offers.

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<PAGE> 48

EXCHANGE AGENT

The Chase Manhattan Bank has been appointed as exchange agent for the
exchange offers. You and your broker, dealer, commercial bank, trust company or
other nominee should send letters of consent/ transmittal and all correspondence
in connection with the exchange offers to the exchange agent at the address and
telephone numbers on the back cover page of this document.

If you have questions concerning tender procedures, you should contact the
exchange agent at the address and telephone number on the back cover page of
this document for instructions.

INFORMATION AGENT

Georgeson Shareholder Communications Inc. has been appointed as information
agent for the exchange offers. You may direct requests for assistance or
additional copies of this document or the letter of consent/transmittal to the
information agent at the address and telephone number on the back cover page of
this document. You may also contact your broker, dealer, commercial bank or
trust company for assistance concerning the exchange offers.

TRUSTEE

The Chase Manhattan Bank is serving as the trustee under the original
indenture and will also serve as the trustee for the new securities. All
deliveries, correspondence and questions sent or presented to the trustee
relating to the exchange offers should be directed to the trustee at 55 Water
Street, Room 234, North Building, New York, New York 10041.

Tenneco and Packaging maintain, or may, in the future, maintain, normal
banking relationships with The Chase Manhattan Bank in the ordinary course of
business.

FEES AND EXPENSES

Tenneco will pay the exchange agent, the information agent and the trustee
under the original indenture reasonable and customary fees for their services
and will reimburse them for their reasonable out-of-pocket expenses in
connection with their services. Tenneco will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this document and related materials to
the beneficial owners of original securities, and in handling or forwarding
tenders for their customers. All these fees and expenses will be paid by
Tenneco, subject to the allocation of consolidated Tenneco debt contemplated by
the debt realignment. See "The Spin-off--Debt Realignment."

MARKET AND TRADING INFORMATION

In general, there has been limited trading of the original securities and
any trading, to the extent it occurs, has taken place primarily in the
over-the-counter market. Prices and trading volumes of the original securities
in the over-the-counter market are not regularly reported and can be difficult
to monitor. Quotations for securities that are not widely traded, such as the
original securities, may differ from actual trading prices and should be viewed
as approximations. YOU ARE URGED TO OBTAIN THE BEST AVAILABLE INFORMATION
REGARDING THE MARKET PRICES OF THE ORIGINAL SECURITIES FROM YOUR BROKER, DEALER,
COMMERCIAL BANK OR TRUST COMPANY.

ACCOUNTING TREATMENT OF THE EXCHANGE OFFERS

Packaging expects it will record the new securities based on the net
carrying amount of Tenneco's original securities, since the new securities are
not expected to be "substantially different" from Tenneco's original securities.
Accordingly, no accounting gain or loss is expected to be recognized by
Packaging on the exchange, except for transaction costs. The new securities
would be considered "substantially different" if the present values of the cash
flows, including principal and interest, under the terms of the new securities
are at least 10% different from the present value of the remaining cash flows
under the original securities.
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<PAGE> 49

THE PROPOSED AMENDMENTS

To tender original securities for exchange in the exchange offers, you must
consent to the proposed amendments to the original indenture. The proposed
amendments constitute a single proposal and a tendering holder must consent to
the proposed amendments as an entirety, and may not consent selectively with
respect to some of the proposed amendments.

The proposed amendments will be included in a supplement to the original
indenture that will be signed by Tenneco and the trustee on or promptly
following Tenneco's receipt of the required consents and the withdrawal time.
Accordingly, Tenneco expects to sign the supplemental indenture before the
exchange offers expire. The proposed amendments will not take effect, however,
until Tenneco accepts for exchange or purchase debt securities issued under the
original indenture that represent at least the required consents, whether
tendered in the exchange offers or Tenneco's cash tender offers. See "The
Exchange Offers and Consent Solicitation -- The Consent Solicitation."

As described below, a limited waiver of some provisions of the original
indenture will apply between the time Tenneco executes the supplemental
indenture and the time it closes on the exchange and cash tender offers. This
waiver will terminate if the proposed amendments do not take effect.

ELIMINATION OF OPERATING COVENANTS

The following is a brief description of the proposed amendments to the
original indenture. The summaries are qualified in their entireties by reference
to the full and complete terms of the original indenture, as well as the
proposed supplemental indenture, copies of which can be obtained without charge
from the information agent. A copy of the original indenture and proposed
supplemental indenture is also exhibit 10.3 and 10.4, respectively, to the
registration statement of which this document is a part. These proposed
amendments may have adverse consequences for you if you do not participate in
the exchange offers. See "Risk Factors -- Risk Factors if You Do Not Exchange."

The proposed amendments would eliminate the following restrictive operating
covenants contained in the original indenture.

<TABLE>
<CAPTION>
SECTION OF
ORIGINAL INDENTURE TITLE AND DESCRIPTION OF SECTION
- ------------------ --------------------------------
<S> <C>
Section 3.6 Negative Pledge; Limitation on Sale and Leaseback
Transactions.
Provides that the issuer, Tenneco Inc., will not issue,
assume, incur or guarantee, and will not permit any
restricted subsidiary to issue, assume, incur or guarantee,
any debt upon any principal manufacturing property. A
restricted subsidiary is generally any subsidiary that
operates a principal manufacturing property. A principal
manufacturing property is generally any U.S. manufacturing
plant or research and development facility, unless the
issuer's Board of Directors determines that plant or
facility is not of material importance. Also provides that
the issuer will not, and will not permit any restricted
subsidiary to, enter into any arrangement with any person or
entity providing for the leasing of any principal
manufacturing property, where the property has been or is to
be sold or transferred by the issuer or the restricted
subsidiary with the intention of taking back a lease on the
property.
</TABLE>

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<PAGE> 50

<TABLE>
<CAPTION>
SECTION OF
ORIGINAL INDENTURE TITLE AND DESCRIPTION OF SECTION
- ------------------ --------------------------------
<S> <C>
Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions.
Provides that the issuer will not merge or consolidate with
any other person or entity or sell, lease or convey all or
substantially all of its assets unless (a) the issuer is the
continuing corporation, or the successor or transferee
corporation is organized under United States law and
expressly assumes the payment of principal and interest on
all securities and coupons outstanding under the original
indenture and the performance and observance of all
covenants and conditions of the original indenture, by
supplemental indenture, and (b) the issuer or the successor
or transferee is not, immediately after giving effect to the
transaction, in default in the performance of any of those
covenants or conditions.
Section 9.2 Successor Corporation Substituted.
Describes the substitution of the successor or transferee
corporation for the issuer under the original indenture in
the event of any consolidation, merger, sale, lease or
conveyance described in Section 9.2 of the original
indenture.
Section 9.3 Opinion of Counsel Delivered to Trustee.
Provides that the trustee may receive an opinion of counsel
as conclusive evidence that any consolidation, merger, sale,
lease or conveyance described in Section 9.1 of the original
indenture, and any substitution of the successor or
transferee corporation for the issuer under Section 9.2 of
the original indenture, complies with the applicable
provisions.
</TABLE>

The proposed amendments would also eliminate any references in the original
indenture and the original securities to the sections specified above, including
any sentences or provisions that refer or give effect exclusively to the
sections specified above. The proposed amendments would also eliminate any
defined terms in the original indenture that are used solely in those deleted
sentences, provisions, sections or subsections. The text of the proposed
amendments is set forth in Annex A.

WAIVER

To avoid the possibility of a default under the original indenture in
connection with the spin-off and the transactions that will be undertaken to
complete the spin-off, a waiver of the covenants to be eliminated by the
proposed amendments will take effect immediately upon the execution of the
supplemental indenture as described above. If, however, securities representing
at least the required consents are not accepted for exchange or purchase, as the
case may be, because the related exchange offers, cash tender offers or consent
solicitation are terminated or withdrawn, the proposed amendments will not
become operative. In this event, the waiver will also cease to be operative as
to any transactions that occurred during the period the waiver was in effect.
The text of the waiver is set forth in Annex A.

The waiver will give Tenneco flexibility by allowing it, to the extent
necessary, to begin to consummate various pre-spin-off transactions before the
exchange and tender offers are completed. Tenneco believes this is important in
facilitating its plan to complete the spin-off within one business day after it
accepts securities tendered in the tender and/or exchange offers, or as soon
thereafter as practicable. Based on the timing of the consent solicitation
expiration, the waiver will take effect at least five business days prior to the
acceptance of any securities in the tender and/or exchange offers. For example,
the waiver will allow Tenneco to begin taking the steps necessary to grant
security interests in substantially all of Automotive's domestic assets to the
lenders under the new senior secured credit facility Tenneco has entered into in
connection with the debt realignment. See "Risk Factors -- Risk Factors if

50
<PAGE> 51

You Do Not Exchange" and "The Spin-off -- Debt Realignment." Absent the waiver,
these security interests would not be permitted under the original indenture
unless and until the proposed amendments took effect upon the acceptance of
securities in the tender and/or exchange offers. If the waiver ceases to be
operative, Tenneco plans to unwind any such transactions completed in reliance
on the waiver.

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<PAGE> 52

DESCRIPTION OF THE NEW SECURITIES

The new securities will be issued under an indenture between Packaging and
The Chase Manhattan Bank, as the new trustee, as supplemented by supplemental
indentures providing for the terms of the new securities. This indenture, as it
may be further amended or supplemented from time to time, is referred to in this
document as the "new indenture." The terms of the new securities will include
those stated in the new indenture and those made a part of the new securities by
reference to the Trust Indenture Act of 1939.

A copy of the new indenture, including the forms of supplemental indentures
providing for the new securities, are filed as exhibit 4.1 and exhibits 4.5
through 4.9, respectively, to the registration statement in which this document
is included. The following summaries of provisions of the new indenture do not
include all of the information included in the new indenture and may not cover
information that you may find important. Accordingly, these summaries are
subject to, and qualified in their entirety by reference to, the detailed
provisions of the new indenture.

You should read the new indenture carefully and in its entirety because the
new indenture, and not this description, will define your rights as a holder of
new securities. You may obtain a copy of the new indenture by request directed
to Tenneco's address included on page 2 of this document. As used under this
caption, the term "debt securities" means all evidences of indebtedness for
money borrowed which may be issued under the new indenture and the term
"Packaging" refers only to Tenneco Packaging Inc., and not any of its
subsidiaries.

GENERAL

The new indenture will not limit the amount of debt securities that may be
issued and will provide that debt securities may be issued under the new
indenture from time to time in one or more series. The debt securities will be
unsubordinated and unsecured obligations of Packaging and will rank equally with
all other unsubordinated and unsecured obligations of Packaging. This would
include, for example, accounts payable to suppliers and other general creditors
of Packaging. In addition, the new indenture will generally not limit the amount
of other indebtedness or securities that Packaging or its subsidiaries may
issue. However, the issuance, assumption or guarantee of specified secured debt
will be subject to the restrictions described under "-- Some Important Covenants
of Packaging." There are no provisions of the new indenture that will afford
holders of new securities protection in the event of a highly leveraged
transaction involving Packaging.

NEW SECURITIES

NEW 7.20% NOTES DUE 2005

The new 7.20% Notes due 2005 constitute a series of new securities under
the new indenture, which is limited to $299,690,000 aggregate principal amount.
The new 7.20% Notes due 2005 will mature on December 15, 2005. Each new 7.20%
Note due 2005 will bear interest from the date of issue at the rate of 7.20% per
annum, payable semi-annually on June 15 and December 15 of each year, beginning
December 15, 1999. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Interest will be payable generally to the persons in whose
names the new 7.20% Notes due 2005 are registered at the close of business on
the May 31 or November 30 record date preceding the June 15 or December 15
interest payment date.

The new 7.20% Notes due 2005 will be redeemable in whole or in part, at the
option of Packaging, at any time, at a redemption price equal to the greater of
(1) 100% of their principal amount and (2) the sum of the present values of the
remaining scheduled payments of principal and interest discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points. In each case,
Packaging will pay accrued and unpaid interest to the date of redemption.

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<PAGE> 53

"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the new 7.20% Notes due 2005 that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the new 7.20% Notes due 2005.

"Independent Investment Banker" means Morgan Stanley & Co. Incorporated or,
if such firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
new trustee.

"Comparable Treasury Price" means, with respect to any redemption date: (1)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:00 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the new trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the new trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the new trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston Corporation, Lehman Brothers Inc. and
Salomon Smith Barney Inc.; provided however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), Packaging shall substitute therefor another Primary
Treasury Dealer.

Holders of new 7.20% Notes due 2005 to be redeemed will receive notice by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption.

NEW 7.95% DEBENTURES DUE 2025

The new 7.95% Debentures due 2025 constitute a series of new securities
under the new indenture, which series is limited to $276,794,000 aggregate
principal amount. The new 7.95% Debentures due 2025 will mature on December 15,
2025. Each new 7.95% Debenture due 2025 will bear interest from the date of
issue at the rate of 7.95% per annum, payable semi-annually on June 15 and
December 15 of each year, beginning December 15, 1999. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Interest will be payable
generally to the persons in whose names the new 7.95% Debentures due 2025 are
registered at the close of business on the May 31 or November 30 record date
preceding the June 15 or December 15 interest payment date.

The new 7.95% Debentures due 2025 are not redeemable at the option of
Packaging prior to maturity. There is no provision for a sinking fund for the
new 7.95% Debentures due 2025.

NEW 8% NOTES DUE 2007

The new 8% Notes due 2007 constitute a series of new securities under the
new indenture, which is limited to $100,000,000 aggregate principal amount. The
new 8% Notes due 2007 will mature on April 15,

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2007. Each new 8% Note due 2007 will bear interest from the date of issue at the
rate of 8% per annum, payable semi-annually on April 15 and October 15 of each
year, beginning April 15, 2000. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Interest will be payable generally to the
persons in whose names the new 8% Notes due 2007 are registered at the close of
business on the April 1 or October 1 record date preceding the April 15 or
October 15 interest payment date.

The new 8% Notes due 2007 will be redeemable in whole or in part, at the
option of Packaging, at any time, at a redemption price equal to the greater of
(1) 100% of their principal amount and (2) the sum of the present values of the
remaining scheduled payments of principal and interest discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points. In each case,
Packaging will pay accrued and unpaid interest to the date of redemption.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the new 8% Notes due 2007 that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the new 8% Notes due 2007.

"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the applicable Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the new trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston Corporation, Lehman Brothers, Inc. and
Salomon Smith Barney Inc.; provided however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), Packaging shall substitute therefor another Primary
Treasury Dealer.

Holders of new 8% Notes due 2007 to be redeemed will receive notice by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption.

NEW 8 1/8% DEBENTURES DUE JUNE 15, 2017

The new 8 1/8% Debentures due June 15, 2017 constitute a series of new
securities under the new indenture, which is limited to $300,000,000 aggregate
principal amount. The new 8 1/8% Debentures due June 15, 2017 will mature on
June 15, 2017. Each new 8 1/8% Debenture due June 15, 2017 will bear interest
from the date of issue at the rate of 8 1/8% per annum, payable semi-annually on
June 15 and December 15 of each year, beginning December 15, 1999. Interest will
be computed on the basis of a 360-day year of twelve 30-day months. Interest
will be payable generally to the persons in whose names the new 8 1/8%
Debentures due June 15, 2017 are registered at the close of business on the June
1 or December 1 record date preceding the June 15 or December 15 interest
payment date.

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The new 8 1/8% Debentures due June 15, 2017 will be redeemable in whole or
in part, at the option of Packaging, at any time, at a redemption price equal to
the greater of (1) 100% of their principal amount and (2) the sum of the present
values of the remaining scheduled payments of principal and interest discounted
to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points.
In each case, Packaging will pay accrued and unpaid interest to the date of
redemption.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the new 8 1/8% Debentures due June 15, 2017 that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the new 8 1/8% Debentures due June 15, 2017.

"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Credit Suisse First Boston Corporation, Lehman Brothers, Inc. and
Salomon Smith Barney Inc.; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), Packaging shall substitute therefor another Primary
Treasury Dealer.

Holders of new 8 1/8% Debentures due June 15, 2017 to be redeemed will
receive notice by first-class mail at least 30 and not more than 60 days prior
to the date fixed for redemption.

NEW 8 3/8% DEBENTURES DUE 2027

The new 8 3/8% Debentures due 2027 constitute a series of new securities
under the new indenture, which is limited to $200,000,000 aggregate principal
amount. The new 8 3/8% Debentures due 2027 will mature on April 15, 2027. Each
new 8 3/8% Debentures due 2027 will bear interest from the date of issue at the
rate of 8 3/8% per annum, payable semi-annually on April 15 and October 15 of
each year, beginning April 15, 2000. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Interest will be payable generally to the
persons in whose names the new 8 3/8% Debentures due 2027 are registered at the
close of business on the April 1 or October 1 record date preceding the April 15
or October 15 interest payment date.

The new 8 3/8% Debentures due 2027 will be redeemable in whole or in part,
at the option of Packaging, at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount and (2) the sum of the present
values of the remaining scheduled payments of principal and interest discounted
to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve

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30-day months) at the Treasury Yield plus 25 basis points. In each case,
Packaging will pay accrued and unpaid interest to the date of redemption.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the new 8 3/8% Debentures due 2027 that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the new 8 3/8% Debentures due 2027.

Holders of new 8 3/8% Debentures due 2027 to be redeemed will receive
notice by first-class mail at least 30 and not more than 60 days prior to the
date fixed for redemption.

SOME IMPORTANT COVENANTS OF PACKAGING

Negative Pledge. The new indenture will provide that Packaging will not,
and will not permit any restricted subsidiary to, issue, assume, incur or
guarantee specified types of secured debt without providing that the outstanding
debt securities be secured equally and ratably with that secured debt. A
restricted subsidiary is generally defined as a subsidiary that operates a
principal manufacturing property, as described below. The restriction applies to
any debt secured by a mortgage, pledge, lien or other encumbrance on any
principal manufacturing property of Packaging or any restricted subsidiary or on
any shares of capital stock or debt of any restricted subsidiary. A principal
manufacturing property is generally defined as any U.S. manufacturing plant or
testing or research and development facility, unless Packaging's Board of
Directors determines that the manufacturing, testing, research and development
activities performed at that plant or facility are not of material importance.
This restriction will not apply if, after giving effect to the contemplated
transaction, the aggregate amount of all such secured debt incurred after the
initial date of the new indenture, together with all Attributable Debt, as
defined below, of Packaging and its subsidiaries in respect of specified sale
and leaseback transactions involving principal manufacturing properties, would
not exceed 15% of the Consolidated Net Tangible Assets, as defined below, of
Packaging and its consolidated subsidiaries. This restriction will also not
apply in the case of:

(a) the creation of encumbrances on any principal manufacturing
property acquired after the initial date of the new indenture to secure
payment of all or any part of the purchase price of that

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property or construction of fixed improvements on that property before, at
the time of or within 180 days after the latest of the acquisition,
completion of construction or commencement of commercial operation of that
property, or existing encumbrances on any principal manufacturing property
acquired by Packaging or a restricted subsidiary, so long as the
encumbrance does not apply to any improved property previously owned by
Packaging or a restricted subsidiary and so long as the amount of debt
secured by the encumbrance does not exceed 100% of the lesser of the cost
or fair value of the property;

(b) encumbrances on any principal manufacturing property of a
corporation that is merged into or consolidated with Packaging or a
restricted subsidiary or substantially all of the assets of which are
acquired by Packaging or a restricted subsidiary;

(c) encumbrances on any principal manufacturing property in favor of
governmental bodies to secure partial, progress, advance or other payments
under any contract or statute, or to secure any debt incurred or guaranteed
for the purpose of financing all or any part of the cost of acquiring,
constructing or improving the property subject to those encumbrances;

(d) encumbrances on particular property to secure or provide funds for
all or any part of the cost of exploration, drilling, mining, development,
maintenance or operation of that property intended to obtain or increase
the production of specified natural resources from that property;

(e) encumbrances securing debt owed by a restricted subsidiary to
Packaging or another restricted subsidiary;

(f) encumbrances on any principal manufacturing property of Packaging
or a restricted subsidiary that were in existence on the initial date of
the new indenture;

(g) specified extensions, renewals or replacements of encumbrances
described above; and

(h) Permitted Mortgages, as defined below.

These covenants are contained in Section 3.6(a) of the new indenture. The new
indenture will not restrict the incurrence of unsecured debt by Packaging or any
of its subsidiaries.

Restrictions on Sale and Leaseback Transactions. The new indenture will
prohibit Packaging and any restricted subsidiary from entering into any sale and
leaseback transaction involving any principal manufacturing property that has
been or is to be sold or transferred by Packaging or any restricted subsidiary,
unless:

(a) Packaging or the restricted subsidiary would be entitled to create
secured debt on that property, as described in clauses (a)-(h) under "--
Negative Pledge," in an amount equal to the Attributable Debt with respect
to the sale and leaseback transaction, without equally and ratably securing
all outstanding debt securities under the new indenture;

(b) since the date of the new indenture and during the period 12
months before and ending 12 months after a sale and leaseback transaction,
Packaging or the restricted subsidiary makes expenditures for principal
manufacturing properties in an amount equal to the net proceeds of the sale
and leaseback transaction and elects to designate that amount as a credit
against the sale and leaseback transaction; or

(c) to the extent not credited as described above, Packaging applies
an amount equal to the Attributable Debt with respect to the sale and
leaseback transaction to the retirement of long-term consolidated debt.

See Section 3.6(c) of the new indenture. This restriction will not apply to any
sale and leaseback transaction (a) between Packaging and a restricted subsidiary
or between restricted subsidiaries, (b) involving the taking back of a lease for
a period of three years or less, or (c) if, after giving effect to a sale and
leaseback transaction, permitted secured debt, plus Attributable Debt of
Packaging and its subsidiaries in respect of sale and leaseback transactions
involving principal manufacturing properties,

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would not exceed 15% of the Consolidated Net Tangible Assets of Packaging and
its consolidated subsidiaries.

There will be no covenants or other provisions in the new indenture
providing for a put or increased interest or that would otherwise provide
holders of new securities with additional protection in the event of a
recapitalization transaction, a change of control of Packaging or a highly
leveraged transaction.

The following terms which are used in the new indenture have the meanings
described below:

"Attributable Debt" means the total net amount of the rent required to
be paid during the remaining term of any lease, discounted at the weighted
average rate per year then borne by the outstanding debt securities.

"Consolidated Net Tangible Assets" means the total assets shown on the
consolidated balance sheet of Packaging and its consolidated subsidiaries
for the most recent fiscal quarter, after deducting the amount of all
current liabilities and intangible assets.

"Permitted Mortgage" means:

(a) any governmental, mechanics', materialmen's, carriers' or
similar lien created in the ordinary course of business which is not yet
due or which is being contested in good faith by appropriate proceedings
and any undetermined lien which is incidental to construction;

(b) any right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to
designate a purchaser of, any property;

(c) any lien of taxes and assessments which is (1) for the current
year, or (2) not at the time delinquent or (3) delinquent but the
validity of which is being contested at the time by Packaging or any
Subsidiary in good faith;

(d) any lien arising from or in connection with a conveyance by
Packaging or any subsidiary of any production payment with respect to
oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals,
minerals, steam, timber or other natural resources;

(e) any lien to secure obligations imposed by statute or
governmental regulations; or

(f) any lien of, or to secure performance of, leases, other than
leases relating to a sale and leaseback transaction.

These definitions are included in Section 1.1 of the new indenture.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Section 9.1 of the new indenture will provide that Packaging may not merge
or consolidate with any other person or entity, or sell, lease or convey all or
substantially all of its assets to any person or entity, unless (a) either
Packaging is the continuing entity or the successor, transferee or lessee is a
corporation organized under the laws of the United States, any State or the
District of Columbia and expressly assumes Packaging's obligations under the
debt securities and new indenture, and (b) immediately after giving effect to
the transaction, Packaging or the successor, transferee or lessee is not in
default of any of those obligations. Section 9.2 of the new indenture will also
provide that any successor, transferee or lessee corporation in one of those
transactions be substituted for Packaging under the new indenture and the debt
securities.

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EVENTS OF DEFAULT

Any one of the following will constitute an "event of default" under the
new indenture with respect to debt securities of any series:

(a) Packaging's failure to pay any interest on that series when due
and continuance of that default for 30 days;

(b) Packaging's failure to pay principal of that series when due;

(c) in general, Packaging's failure to observe or perform any of its
other covenants in the new indenture for 60 days after written notice as
provided in the new indenture, unless the default is expressly covered by
another provision of the new indenture;

(d) events of bankruptcy, insolvency or reorganization of Packaging;
or

(e) any other event of default provided in the supplemental indenture
with respect to debt securities of that series.

If any event of default occurs and is continuing, either the new trustee or
the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of each affected series, voting as a single class, may by
written notice declare the principal amount of and accrued interest on all the
debt securities of each affected series to be due and payable immediately.
Events of bankruptcy, insolvency and reorganization are deemed to affect all
outstanding debt securities. If the debt securities of an affected series are
original issue discount debt securities, only that portion of the principal
amount as is specified in the terms of that series may be declared due and
payable. The holders of a majority in aggregate principal amount of outstanding
debt securities of that series may, under limited circumstances, rescind and
annul that acceleration. The events of default are described in Section 5.1 of
the new indenture.

Under the new indenture, the new trustee will generally be required to give
the holders of affected debt securities notice of known defaults within 90 days
after the default, unless the default is cured. Except in the case of a payment
default, however, the new trustee may withhold the notice in the interests of
the holders of the affected series of debt securities. See Section 5.11 of the
new indenture. The new indenture will provide that the holders of a majority in
aggregate principal amount of the outstanding debt securities of each series
affected, with all those series voting as a single class, may direct the time,
method and place of conducting any proceeding for any remedy available to the
new trustee for such series, or exercising any trust or power conferred on the
new trustee. See Section 5.9 of the new indenture.

In general, the holders of a majority in aggregate principal amount
outstanding of all series of debt securities with respect to which an event of
default has occurred, voting as a single class, may waive any event of default
with respect to that series. This majority action cannot, however, waive
defaults under specified covenants related to the payment terms of the debt
securities. See Section 5.10 of the new indenture.

The new indenture will require Packaging to file annually with the new
trustee a certificate as to Packaging's compliance with all conditions and
covenants of the new indenture. See Section 3.5 of the new indenture.

MODIFICATION OF THE NEW INDENTURE

The new indenture will permit Packaging and the new trustee to enter into
one or more supplemental indentures without the consent of the holders of any
debt securities in order:

(a) to transfer or pledge any property to the new trustee as security
for the debt securities;

(b) to substitute a permitted successor corporation for Packaging;

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(d) to establish the form or terms of debt securities;

(e) to provide for successor trustees; or

(f) to cure any ambiguity, correct any defective provisions or to make
any other provisions as Packaging determines necessary or desirable, as
long as the action does not adversely affect the interests of any holder of
debt securities of any series. See Section 8.1 of the new indenture.

The new indenture will also permit Packaging and the new trustee, with the
consent of the holders of a majority in aggregate principal amount of the
outstanding series of debt securities affected, voting as one class, to execute
supplemental indentures that change the terms of the new indenture or modify the
rights of debt holders. However, without the consent of the holder of each
affected debt security, this majority action cannot:

(a) extend the time for payment of principal or interest on any debt
security;

(b) reduce the principal of, or the rate of interest on, any debt
security;

(d) reduce the amount of principal payable upon acceleration of the
maturity of any original issue discount security;

(e) change the currency or currency unit in which any debt security or
any premium or interest is payable;

(f) impair the right to institute suit for the enforcement of any
payment on or relating to any debt security; or

(g) reduce the percentage consent required to modify or amend the new
indenture. See Section 8.2 of the new indenture.

DEFEASANCE AND COVENANT DEFEASANCE

The new indenture will allow Packaging to deposit funds in trust and as a
result either (a) be discharged from all obligations under the debt securities
of any series, except for limited administrative obligations ("defeasance"), or
(b) be released from complying with specified covenants of the indenture,
including those described under "-- Some Important Covenants of Packaging" and
"-- Consolidation, Merger and Sale of Assets" ("covenant defeasance"). For
defeasance or covenant defeasance with respect to any series of debt, Packaging
must deposit, in trust with the new trustee, money or U.S. government
obligations that through the payment of interest and principal according to
their terms will provide money in an amount sufficient to make all payments on
that series of debt when they are due. If the defeasance is to occur at least
one year before the debt securities become due and payable or are to be
redeemed, the defeasance may only be established if Packaging delivers an
opinion of counsel stating that the holders of the debt securities will not have
a taxable event for federal income tax purposes as a result of the defeasance.
In addition, the opinion of counsel must be based upon a ruling of the IRS or a
change in applicable federal income tax law occurring after the date of the new
indenture. See Article 10 of the new indenture.

THE NEW TRUSTEE

The Chase Manhattan Bank will be the new trustee under the new indenture.
The Chase Manhattan Bank will also serve as the initial paying agent and
registrar of the new securities. Packaging may also maintain banking and other
commercial relationships with the new trustee in the ordinary course of
business.

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BOOK-ENTRY SYSTEM

Packaging will initially issue the new securities in the form of one or
more global securities that will be deposited with DTC and registered in the
name of Cede & Co., DTC's nominee. Accordingly, beneficial interests in the
global securities will be shown on, and transfer will be effected only through,
records maintained by DTC and its participants. You may hold beneficial
interests in the global securities directly through DTC if you have an account
with DTC or indirectly through an organization which has an account with DTC.
Unless and until it is exchanged in whole or in part for new securities of that
series in definitive form, a global security may not be transferred except as a
whole to a nominee of DTC for that global security, or by a nominee of DTC to
DTC or another nominee of DTC, or by DTC or any such nominee to a successor
depository or a nominee of a successor depository.

DTC has advised Packaging that DTC is a limited-purpose trust company
organized under the Banking Law of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold the
securities of institutions that have accounts with DTC ("participants") and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, eliminating the need for physical movement of
securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers, and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly (collectively, the "indirect participants").

Packaging expects that upon the deposit of the global securities with DTC,
DTC will credit on its book-entry registration and transfer system the principal
amount of new securities represented by those global securities to the accounts
of direct participants. Ownership of beneficial interests in the global
securities will be limited to direct participants or persons that may hold
interests through direct participants. Ownership of beneficial interests in the
global securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by DTC, with respect
to direct participants' interest, the direct participants and the indirect
participants, with respect to the owners of beneficial interests in the global
securities other than direct participants. The laws of some jurisdictions may
require that purchasers of securities take physical delivery of the securities
in definitive form. These limits and laws may impair your ability to transfer or
pledge beneficial interests in the global securities.

So long as DTC or a nominee of DTC is the registered holder and owner of
the global securities, DTC or the nominee, for all purposes will be considered
the sole owner or holder of the global securities under the new indenture.
Except as described below, owners of a beneficial interest in the global
securities will not be entitled to have the new securities represented by the
global securities registered in their names, will not receive or be entitled to
receive physical delivery of certified new securities, and will not be
considered to be the owner or holder of any new securities represented by the
global securities. Accordingly, each person owning a beneficial interest in the
global securities must rely on the procedures of DTC and, if a person is not a
direct participant in the book-entry registration and transfer system of DTC, on
the procedures of the direct participant through which that person owns its
interest, to exercise any rights of an owner or holder of the new securities.

Packaging will make principal and interest payments on the new securities
registered in the name of DTC's nominee to DTC's nominee as the registered owner
of the global securities. Under the terms of the new securities, Packaging and
the new trustee will treat the persons in whose names the new securities are
registered as the owners of those new securities for the purpose of receiving
payment of principal and interest on those new securities and for all other
purposes. Therefore, Packaging, the new trustee and any paying agent will not
have any direct responsibility or liability for the payment of principal or
interest on the new securities to owners of beneficial interests in the global
securities.

Packaging expects that DTC will, upon receipt of any payment of principal
or interest, credit direct participants' accounts on the payment date according
to their respective holdings of beneficial interests in
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the global securities as shown on DTC's records. Payments by direct and indirect
participants to owners of beneficial interests in the global securities will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the direct and indirect
participants. These payments by direct and indirect participants will not be the
responsibility of DTC, the new trustee, or Packaging, subject to any statutory
requirements that may be in effect.

Neither Packaging, the new trustee, any paying agent nor the registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the global
securities, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in the global securities among participants of
DTC, it is under no obligation to perform or continue to perform these
procedures, and these procedures may be discontinued at any time. None of
Packaging, the new trustee, the registrar, or any paying agent for the exchange
securities will have any responsibility or liability for the performance by DTC
or its direct or indirect participants of their respective obligations under the
rules and procedures governing their operations.

PHYSICAL SECURITIES

Following initial issuance, you may obtain physical new securities in
exchange for global securities in denominations of $1,000 and integral multiples
of $1,000 if:

(1) DTC notifies Packaging that it is unwilling or unable to continue
as depositary for the global securities or if at any time DTC
ceases to be a clearing agency registered under the Exchange Act
and a successor depositary is not appointed by Packaging within 90
days of that notice; or

(2) Packaging in its discretion at any time determines not to have all
of the new securities represented by the global securities.

Subject to the above, the global securities are not exchangeable, except
for global securities of the same aggregate denomination to be registered in the
name of DTC or its nominee.

PAYMENT

Packaging will pay principal of and interest on new securities represented
by a global security in accordance with the applicable requirements of DTC for
the global securities. The payment of principal of and interest on any other new
securities will be made at the office or agency of Packaging maintained for that
purpose or, at Packaging's option, by mailing a check to the holder's registered
address.

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THE SPIN-OFF

Before the spin-off, Tenneco and Packaging will enter into a distribution
agreement to establish the terms of the spin-off and govern various aspects of
the post-spin-off relationship between Packaging and Tenneco, which will be
Automotive after the spin-off. In addition, Automotive and Packaging will enter
into ancillary agreements to facilitate further the separation of Tenneco's
automotive and packaging businesses and to govern additional aspects of the
ongoing relationship between Packaging and Automotive.

REASONS FOR THE SPIN-OFF

The spin-off is designed to separate Tenneco's packaging business from its
automotive business, each of which have distinct financial, investment and
operating characteristics, so that each can adopt strategies and pursue
objectives appropriate to its specific needs. The spin-off will:

- enable each company to concentrate its attention and financial resources
on its own core business and provide independent access to capital
markets;

- permit investors to make more focused investment decisions based on the
specific attributes of each of the two businesses and enhance the
likelihood that each company will achieve appropriate market valuation;
and

- facilitate employee compensation programs custom-tailored to the
operations of each business, including an employee stock ownership plan
for Automotive and stock-based and other incentive programs, which will
more directly reward employees of each business based on the success of
that business.

MANNER OF SPIN-OFF

According to the distribution agreement, the Tenneco board of directors
will formally declare the dividend necessary to effect the spin-off. At that
time, the Tenneco board of directors will also set the effective date of the
spin-off and the date and time for determination of those Tenneco stockholders
entitled to participate in the spin-off. Subject to the conditions described
below, on the spin-off date, those same Tenneco stockholders will each receive
one share of Packaging common stock for each share of Tenneco common stock they
owned as of that determination time.

CORPORATE RESTRUCTURING TRANSACTIONS

Before the spin-off, Tenneco will effect various corporate restructuring
transactions designed to restructure its existing businesses so that, in
general, the assets, liabilities and operations of (a) its packaging business
and administrative services operations, will be owned and operated, directly or
indirectly, by Packaging and (b) its automotive business will be owned and
operated, directly and indirectly, by Tenneco and its non-packaging
subsidiaries.

Packaging's assets upon completion of these corporate restructuring
transactions generally will be:

- those assets related to the conduct of Tenneco's past and current
packaging businesses and administrative services operations, as reflected
on the unaudited pro forma combined balance sheet of Packaging as of June
30, 1999 which will be attached to the distribution agreement as an
exhibit;

- those assets that were acquired after June 30, 1999 and are of a nature
or type that would have been included on Packaging's June 30, 1999 pro
forma balance sheet had they been acquired earlier; and

- all rights expressly allocated to Packaging and its subsidiaries under
the distribution agreement or any of the ancillary agreements.

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Automotive's assets upon completion of these corporate restructuring
transactions generally will be:

- all of Tenneco's assets not expressly allocated to Packaging or its
subsidiaries as described above.

Packaging's liabilities generally will include:

- those liabilities related to the Packaging assets described above and the
current and past conduct of Tenneco's packaging businesses and
administrative services operations;

- liabilities for possible violations of securities laws in connection with
the spin-off related to disclosures or omissions regarding Packaging's
business, results of operations, prospects or management; and

- those other liabilities expressly allocated to Packaging or its
subsidiaries under the distribution agreement or any ancillary agreement.

Automotive's liabilities generally will include:

- those liabilities related to the automotive assets described above and
the current and past conduct of Tenneco's automotive business;

- liabilities for possible violations of securities laws in connection with
the spin-off related to disclosures or omissions regarding Automotive's
business, results of operations, prospects or management;

- those liabilities expressly allocated to Automotive or its subsidiaries
under the distribution agreement or any ancillary agreement; and

- all other liabilities of Tenneco or any of its subsidiaries which do not
constitute Packaging liabilities.

In addition, Packaging and Automotive will each be responsible for one-half
of any third-party liability imposed on either party that is both (1) related to
the transactions undertaken as part of the spin-off, such as the debt
realignment, and (2) based on a claim (a) under Delaware corporate law, such as
a claim for a breach of fiduciary duties, or (b) under applicable securities
laws, but only to the extent the alleged violation is not specifically related
to disclosures or omissions about either party's business operations as provided
by such party.

DEBT REALIGNMENT

After the spin-off, Automotive and Packaging each will, in general, be
responsible for the debts, liabilities and obligations related to the business
or businesses that it owns and operates following completion of the corporate
restructuring transactions. See "-- Corporate Restructuring Transactions."
Tenneco's historical practice, however, has been to incur debt for its
consolidated group at the parent-company level or at a limited number of
subsidiaries, rather than at the operating-company level, and to centrally
manage various cash functions.

Accordingly, the distribution agreement will provide for the realignment of
Tenneco's debt before the spin-off. The purpose of this debt realignment is to
allocate the debt between Packaging and Automotive before the companies are
separated. The exchange offers and cash tender offers are components of this
debt realignment.

The specific goal of the debt realignment will be to reach approximately
the allocation between Packaging and Automotive of Tenneco's debt at the time of
the spin-off, after giving effect to the repurchase of subsidiary preferred
stock and payment of transaction fees and expenses, that is reflected in the
June 30, 1999 pro forma balance sheets of Packaging and Tenneco included
elsewhere in this document. See "Description of Packaging -- Unaudited Pro Forma
Combined Financial Statements of Packaging" and "Description of Tenneco After
the Spin-off/Automotive -- Unaudited Pro Forma Consolidated Financial Statements
of Tenneco." These pro forma balance sheets will also be attached to

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the distribution agreement as exhibits. Packaging and Automotive will agree in
the distribution agreement to use their respective reasonable commercial efforts
to achieve this relative allocation.

If the debt realignment and spin-off had occurred on June 30, 1999,
Packaging would have had pro forma debt for money borrowed of about $2.2 billion
and Automotive would have had pro forma debt for money borrowed of about $1.7
billion. The pro forma debt amount for Packaging does not reflect the
application of any proceeds from its planned sale of its containerboard joint
venture interest, which is not part of the debt realignment. If this sale is
completed before the spin-off, the net proceeds will be used to retire the
Tenneco debt that otherwise would be allocated to Packaging in the debt
realignment. If the sale occurs after the spin-off, the net proceeds will be
used to retire Packaging debt. See "Description of Packaging -- Unaudited Pro
Forma Combined Financial Statements of Packaging" and "Description of Tenneco
After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated Financial
Statements of Tenneco."

The debt realignment is expected to be accomplished through some
combination of tender offers, exchange offers, prepayments and other
refinancings. In addition to the exchange offers described in this document,
Tenneco expects to undertake the following as part of the debt realignment: (1)
Tenneco will offer to purchase for cash approximately $1,283 million of its
public debt pursuant to the cash tender offers; (2) Tenneco will repay in cash
other existing non-public debt; and (3) Tenneco will repurchase outstanding
subsidiary preferred stock. These payments are expected to be financed by (a)
internally generated cash, (b) borrowings by Automotive under a new credit
facility and new subordinated debt financing to be issued by Automotive in
connection with the spin-off and (c) borrowings by Packaging under one or more
new credit facilities entered into by Packaging in connection with the spin-off.
See "Description of Packaging -- New Financing" and "Description of Tenneco
After the Spin-off/ Automotive -- New Financing."

Accordingly, after giving effect to the debt realignment and the spin-off,
Automotive will be responsible for all of Tenneco's existing public debt that
remains outstanding and any borrowings under the new Automotive credit facility
and subordinated debt financing described above. Packaging will be responsible
for the new securities and any borrowings under the new Packaging credit
facilities described above. Completion of the debt realignment is a condition to
Tenneco's obligation to complete the spin-off, although Tenneco may substitute
one or more different financing transactions for any of the components of the
debt realignment described above.

RELATIONSHIP BETWEEN AUTOMOTIVE AND PACKAGING AFTER THE SPIN-OFF

Below are summary descriptions of the distribution agreement and principal
ancillary agreements that Automotive and Packaging will enter into in connection
with the spin-off. These agreements are intended to facilitate the separation of
Tenneco's packaging business from its automotive business and to facilitate the
operation of each of Automotive and Packaging as separate companies.

DISTRIBUTION AGREEMENT

In addition to providing for the terms of the spin-off and the various
actions to be taken before the spin-off, the distribution agreement will contain
other provisions governing the relationship between Automotive and Packaging
before and after the spin-off.

Responsibility for Liabilities. The distribution agreement will provide
that after the spin-off date: (a) Automotive will assume, pay, perform and
discharge its allocated liabilities according to their terms, and (b) Packaging
will assume, pay, perform and discharge its allocated liabilities according to
their terms. See "-- Corporate Restructuring Transactions." The distribution
agreement will provide for cross-indemnities so that: (a) Automotive must
indemnify Packaging and its respective subsidiaries, directors, officers,
employees and agents, and other related parties, against all losses arising out
of or in connection with Automotive's allocated liabilities or the breach of the
distribution agreement or any ancillary agreement by Automotive; and (b)
Packaging must indemnify Automotive and its respective subsidiaries, directors,
officers, employees and agents, and other related parties, against all losses
arising out of or in
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connection with Packaging's allocated liabilities or the breach of the
distribution agreement or any ancillary agreement by Packaging.

Further Assurances. Automotive and Packaging will each agree to use all
reasonable efforts to take all action reasonably necessary or advisable to
consummate the transactions contemplated by and carry out the purposes of the
distribution agreement.

Information Sharing. The distribution agreement will provide for the
transfer and sharing of books and records between Automotive and Packaging and
will grant each party access to specified information in the other's possession,
subject to confidentiality requirements and legal privilege issues.

Intercompany Accounts. According to the distribution agreement, in general
all intercompany receivables, payables and loans between Tenneco's automotive
business, on the one hand, and its packaging business and administrative
services operations, on the other hand, will be settled, capitalized or
converted into ordinary trade obligations as of the close of business on the
spin-off date. Further, all intercompany agreements between these businesses,
other than those contemplated in connection with the spin-off, will be
terminated.

Expenses. Tenneco will use a portion of the funds borrowed by Tenneco and
Packaging as part of the debt realignment to fund the payment of fees, costs and
expenses associated with the spin-off. Accordingly, the allocation of debt
described above under "-- Debt Realignment" includes additional debt incurred to
fund these fees, costs and expenses. Under the distribution agreement, other
specified fees, costs and expenses related to the spin-off but not funded in
connection with the debt realignment will be shared equally by Tenneco and
Packaging. All other fees, costs and expenses will be paid by the party
incurring such fees, costs or expenses.

Directors. When the spin-off is completed, Packaging and Automotive will
share four common directors, Dana G. Mead, Paul T. Stecko, Mark Andrews and
Roger B. Porter. Each company will adopt policies and procedures for its board
of directors to limit the involvement of Messrs. Mead, Stecko, Andrews and
Porter in situations that could give rise to potential conflicts of interest,
including requesting them to abstain from voting as a director of either
Packaging or Automotive on matters which present a conflict of interest between
the companies. Tenneco and Packaging believe that the number of these conflict
situations will be minimal.

HUMAN RESOURCES AGREEMENT

The human resources agreement to be entered into between Automotive and
Packaging will govern labor, employment, compensation and benefit matters in
connection with the spin-off. Under the human resources agreement, after the
spin-off date, each of Automotive and Packaging will:

- continue employment of each of their respective retained employees,
subject to their rights to terminate employees, with the same
compensation as before the spin-off date;

- continue to honor all related existing collective bargaining agreements
in accordance with their terms;

- recognize related incumbent labor organizations, subject to their rights
to seek changes in their relationships with the organizations; and

- continue sponsorship of hourly employee benefit plans in accordance with
their terms.

Packaging will become the sponsor of the Tenneco Retirement Plan and of the
Tenneco Thrift Plan and Tenneco Thrift Plan for Hourly Employees (collectively
the "Tenneco Thrift Plan") on the spin-off date. Automotive will establish one
or more thrift plans similar to the Tenneco Thrift Plan to which the account
balances of retained and former employees of Automotive in the Tenneco Thrift
Plan will be transferred. The benefits accrued by Automotive employees in the
Tenneco Retirement Plan will be frozen as of the last day of the calendar month
including the spin-off date, and Packaging will amend the Tenneco Retirement
Plan to provide that all benefits accrued through that day by Automotive
employees

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are fully vested and non-forfeitable. Generally, each of Automotive and
Packaging will retain liabilities with respect to benefits accrued by its
current and former employees under the Tenneco Inc. Supplemental Executive
Retirement Plan and with respect to the welfare benefits of its current and
former employees and their dependents. In addition, as of the spin-off date,
Packaging will succeed to sponsorship of the Tenneco Inc. Deferred Compensation
Plan; participation by current and former employees of Automotive in that plan
will be discontinued, and Automotive will succeed to liabilities with respect to
its current and former employees under that plan.

Under the human resources agreement, Tenneco common stock options held by
Packaging employees will be replaced by options to purchase shares of Packaging
common stock on terms economically equivalent to the old Tenneco options.
Tenneco common stock options held by Automotive employees will be adjusted to
maintain equivalent economic terms to the options outstanding immediately prior
to the spin-off.

TAX SHARING AGREEMENT

The tax sharing agreement to be entered into between Automotive and
Packaging will provide for the allocation of tax liabilities between the parties
arising before, as a result of and after the spin-off. As a general rule,
Automotive will be liable for all taxes not specifically allocated to Packaging
under the terms of the tax sharing agreement. Generally, Packaging will be
liable for taxes imposed exclusively on Packaging and its affiliates engaged in
the packaging and administrative services businesses (the "Packaging group"). In
the case of U.S. federal income taxes imposed on the combined activities of
Automotive and the Packaging group, Packaging will generally be liable to
Automotive for federal income taxes attributable to the activities of the
Packaging group. Liability for foreign income taxes and non-income taxes will
generally be allocated to the legal entity on which the taxes are imposed. In
the case of state income taxes imposed on the combined activities of the
business groups, Packaging will generally be liable for the tax that would be
imposed if the Packaging group had filed combined returns for its group.

In general, and except as provided below, any taxes imposed on or resulting
from any or all of the spin-off, the corporate restructuring transactions and
the debt realignment ("transaction taxes") will be the responsibility of the
legal entity on which the taxes are imposed. However, if any transaction taxes
arise due to any action taken or permitted by Automotive or Packaging that is
inconsistent with any representations or warranties made in connection with the
IRS letter ruling requested and received by Tenneco in connection with the
spin-off, that entity, either Automotive or Packaging, will be responsible for
the resulting tax liability. Additionally, if any transaction taxes arise under
Section 355(e) of the Internal Revenue Code of 1986, as amended (the "Code"), as
a result of a 50% ownership shift, as defined below, then the resulting
corporate tax burden will be borne by the entity, either Automotive or
Packaging, that experienced the 50% ownership shift. Any income tax liability
that results from the spin-off, corporate restructuring transactions or debt
realignment, but which is not due to either a 50% ownership shift or an action
that is inconsistent with the tax treatment contemplated in the IRS letter
ruling request, will be shared equally by Automotive and Packaging.

Section 355(e) of the Code, which was enacted in 1997, generally provides
that a company that distributes shares of a subsidiary in a spin-off that is
otherwise tax-free will incur federal income tax liability if 50% or more, by
vote or value, of the capital stock of either the company making the
distribution or the spun-off subsidiary is acquired (a "50% ownership shift") by
one or more persons acting together pursuant to a plan or series of related
transactions that includes the spin-off. This provision can be triggered by
certain reorganizations involving the acquisition of the assets of the company
making the distribution or the spun-off subsidiary. There is a presumption that
any 50% ownership shift that occurs within two years before or after the
spin-off is pursuant to a plan that includes the spin-off. However, the
presumption may be rebutted by establishing that the spin-off and the
acquisitions are not part of a plan or series of related transactions.

Each of Automotive and Packaging will agree not to take or permit actions
inconsistent or partially inconsistent with the IRS letter ruling request on or
before the period ending two calendar years from the date of the spin-off,
unless the action has been consented to by the other. These agreements could
restrict

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the ability of Automotive or Packaging to engage in certain corporate
transactions, redeem stock, dispose of assets except in the ordinary course of
business or be the target of an acquisition transaction during that period.

TRANSITION SERVICES AGREEMENT

Tenneco's administrative services operations currently provide a number of
services to Tenneco's operating units. These services include (1) financial
accounting services; (2) employee benefits administration for all major salaried
and hourly benefit plans; (3) human resources and payroll services; (4)
mainframes and distributed systems operations; (5) telecommunications and
network operations and management; (6) help desk support; and (7) disaster
recovery support. When the spin-off is complete, Tenneco's administrative
services operations will be a part of Packaging. Accordingly, Automotive and
Packaging will enter into a transition services agreement under which Packaging
will continue to provide Automotive with specified administrative services for a
term to be determined before the spin-off. Because Automotive will retain a
portion of the administrative support for Tenneco's European operations,
however, Automotive will also agree to provide Packaging with specified
administrative services for its European operations for an initial period of six
months beginning on the date of the spin-off. After the initial six-month
period, Packaging may elect to have Automotive continue to provide specified
services for up to six months on a month-to-month basis. The price for all
services will be negotiated between the parties and be based on the full cost
for the services.

INSURANCE AGREEMENT

The insurance agreement to be entered into between Automotive and Packaging
will provide for the separation and administration of existing insurance
programs and the purchase of "run-off " policies for fiduciaries and directors
and officers. In general, the insurance agreement will provide that Packaging
and Automotive will obtain coverage for the period ending in December 1996
through Tenneco's pre-existing policies. For the period between December 1996
and the spin-off, Automotive and Packaging will obtain coverage through
Tenneco's existing policies plus supplemental coverage to be purchased by
Tenneco. Tenneco also will purchase "run-off" insurance policies that remain in
effect for seven years and provide coverage for acts prior to the spin-off by
directors, officers and fiduciaries of benefit and pension plans. Packaging and
Automotive will each be responsible for administering their respective insurance
programs after the spin-off and for purchasing insurance as necessary to cover
their respective losses arising after the spin-off. The insurance agreement also
allocates responsibility for the payment of premiums and deductibles, and the
distribution of insurance proceeds.

TRADEMARK TRANSITION LICENSE AGREEMENT

After the spin-off, Automotive or one of its subsidiaries will hold the
rights to various trademarks, servicemarks, tradenames and similar intellectual
property, including rights in the marks "Tenneco," "Ten" and "Tenn" alone and in
combination with other terms and/or symbols and variations thereof
(collectively, the "Trademarks"), in the United States and throughout the world.
In connection with the spin-off, Packaging will enter into a trademark
transition license agreement with Automotive. Under this agreement, Automotive
or one of its subsidiaries will grant to Packaging and its subsidiaries a
limited, royalty-free license to use the Trademarks with respect to packaging
businesses, subject to quality standards and other conditions. The license will
expire (1) 60 days after the spin-off, with respect to the use of the Trademarks
in corporate names, (2) 9 months after the spin-off, with respect to stationery
and similar supplies in inventory and (3) 18 months after the spin-off, with
respect to signage.

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CONDITIONS TO THE SPIN-OFF

The spin-off is conditioned on, among other things, formal declaration of
the spin-off by the Tenneco Board of Directors. Other conditions to the spin-off
will include:

- execution and delivery of the ancillary agreements and completion of
various pre-spin-off transactions, such as the corporate restructuring
transactions and the debt realignment;

- a determination to the effect that for federal income tax purposes, (1)
the spin-off will be tax-free to Tenneco and its stockholders under
Section 355(a) and Section 361(c)(1) of the Internal Revenue Code of
1986, and (2) specified internal restructuring transactions involving
Tenneco or its subsidiaries to be effected by the corporate restructuring
transactions will also be tax-free;

- approval for listing on the NYSE of the Packaging common stock;

- registration of the Packaging common stock under the Exchange Act;

- receipt of all material consents to the corporate restructuring
transactions, the spin-off and transactions contemplated in the
distribution agreement; and

- the absence of any prohibition of the spin-off by any law or governmental
authority.

Tenneco received an IRS letter ruling on August 20, 1999 that satisfied the
tax-related condition described above. Even if all the conditions to the
spin-off are satisfied, Tenneco has reserved the right to amend or terminate the
distribution agreement and the related transactions before the spin-off. The
Tenneco Board of Directors has not attempted to identify or establish objective
criteria for evaluating the particular types of events or conditions that would
cause the Tenneco Board of Directors to consider amending or terminating the
spin-off. See "-- Relationship Between Automotive and Packaging After the
Spin-off -- Distribution Agreement." Although the conditions described above may
be waived by Tenneco to the extent permitted by law, the Tenneco Board of
Directors presently has no intention to proceed with the spin-off unless each of
these conditions is satisfied.

AMENDMENT OR TERMINATION OF THE DISTRIBUTION AGREEMENT

Before the spin-off, the distribution agreement may be amended or
terminated by Tenneco in its discretion. After the spin-off, the distribution
agreement may be amended or terminated only by a written agreement signed by
Automotive and Packaging. Some amendments or terminations after the spin-off
will also require the consent of third-party beneficiaries to the extent that
the distribution agreement has expressly guaranteed them rights.

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DESCRIPTION OF PACKAGING

GENERAL

Packaging is a global supplier of specialty packaging and consumer products
with 1998 revenues of approximately $2.8 billion. Packaging operates 89
manufacturing facilities throughout the world and employs over 15,000 people.
Packaging is currently owned by Tenneco and will be an independent, publicly
traded company upon completion of the spin-off. See "The Spin-off."

CAPITALIZATION

The following table sets forth the unaudited historical capitalization of
Packaging as of June 30, 1999, and unaudited pro forma capitalization of
Packaging as of June 30, 1999, after giving effect to the debt realignment and
the spin-off and related transactions, each as if they occurred on that date.
The pro forma capitalization reflects debt allocated to Packaging in the debt
realignment before application of any proceeds from Packaging's planned sale of
its remaining interest in its containerboard joint venture. You should read this
table in conjunction with the "Combined Financial Statements of The Businesses
of Tenneco Packaging" and related notes, the "Unaudited Pro Forma Combined
Financial Statements of Packaging" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Packaging, each contained
elsewhere in this document.

<TABLE>
<CAPTION>
PACKAGING
------------------------
JUNE 30, 1999
------------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Allocated from Tenneco.................................... $ 358(a) $ --
Borrowings under new Packaging credit facilities.......... -- 1,001
Other..................................................... 9 9
------ ------
367 1,010(b)
------ ------
Long-term debt:
Allocated from Tenneco.................................... 1,474(a) --
New securities............................................ -- 1,166(c)
Other..................................................... 20 20
------ ------
1,494 1,186(b)
------ ------
Total debt.................................................. 1,861 2,196(b)
------ ------
Minority interest........................................... 14 14
------ ------
Common stock................................................ -- 2
Paid-in capital............................................. -- 1,284
Retained earnings........................................... -- --
Combined equity............................................. 1,340 --
------ ------
Total equity......................................... 1,340 1,286
------ ------
Total capitalization........................................ $3,215 $3,496
====== ======
</TABLE>

- -------------------------
(a) Represents debt allocated to Packaging from Tenneco based on the portion of
Tenneco's investment in Packaging which Tenneco deemed to be debt. This
allocation is generally based on the ratio of Packaging's net assets to
Tenneco's consolidated net assets plus debt. Tenneco's historical practice
has been to incur debt for its consolidated group at the parent company
level or at a limited number of subsidiaries, rather than at the operating
company level, and to centrally manage various cash functions. Management
believes that the historical allocation of corporate debt is reasonable.
This historical allocation, however, is not indicative of the total amount
of debt that Packaging will have upon completion of the debt realignment, or
of the debt that may be incurred by Packaging as a separate public entity.

(b) Represents debt allocated to Packaging in the debt realignment before
application of any proceeds from Packaging's planned sale of its remaining
interest in its containerboard joint venture. Packaging expects the sale to
be completed before the spin-off, with the net proceeds used to retire the
Tenneco debt that would otherwise be allocated to Packaging in the debt
realignment. If the sale occurs after the spin-off, the net proceeds will be
used to retire Packaging debt.

(c) Represents the $1,176 million aggregate principal amount of new securities
assumed to be exchanged pursuant to the exchange offers, which will be
recorded based on the net carrying amount of the original securities upon
consummation of the exchange offers. At this time, Packaging and Tenneco
cannot determine the ultimate amount of original securities that will be
exchanged, and that amount could vary significantly. The pro forma
capitalization assumes that 100% of the original securities are tendered
before the early exchange time and exchanged for new securities in the
exchange offers and that such new securities are not "substantially
different" from the original securities. See "Accounting Treatment of the
Exchange Offers."
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NEW FINANCING

In connection with the spin-off, Packaging has entered into the following
credit facilities: (1) a $750 million long-term revolving senior credit
facility; and (2) a $250 million 364-day revolving senior credit facility.
Packaging may also enter into a $1.5 billion term loan facility in connection
with the spin-off, as described below. A definitive agreement for the $1.5
billion term loan facility has not been completed. Accordingly, the terms of the
$1.5 billion term loan are preliminary and may change as a result of the
negotiation of a definitive agreement.

Initial borrowings under one or more of these facilities are expected to
occur on or shortly before the spin-off. See "The Spin-off -- Debt Realignment"
for a description of how Packaging intends to use the proceeds of the initial
borrowings.

$750 MILLION LONG-TERM SENIOR REVOLVING CREDIT FACILITY

Packaging has entered into a senior credit facility with a syndicate, or
group, of banks and other financial institutions. This facility is a revolving
credit facility of up to $750 million, which will terminate on September 29,
2004. Part of the total facility will be a swingline facility of up to $50
million, from only one lender in the group, which provides for borrowings to be
made on shorter notice than for the other loans.

The proceeds of the loans made under this facility will be used by
Packaging for refinancing existing indebtedness of Tenneco or its subsidiaries,
including Packaging, as part of the debt realignment, for working capital and
for other general corporate purposes.

Maturity. This senior credit facility provides that all amounts outstanding
at the termination of the facility in 2004 will become due then. Prior to that
date, funds may be borrowed, repaid, and reborrowed, without premium or penalty.

Covenants. This facility will require Packaging to maintain compliance with
the following financial tests:

- minimum interest coverage ratio, which is the ratio of consolidated
earnings before interest expense, income taxes, minority interest,
depreciation and amortization ("EBITDA") to consolidated cash interest
expense, as of the last day of any fiscal period; and

- maximum total debt to EBITDA ratio, which is the ratio of Packaging's
indebtedness, less certain exclusions, to EBITDA.

The senior credit facility imposes prohibitions and limitations that are
customary for similar facilities and transactions, including, among other
things, on Packaging's ability to incur specified liens, incur subsidiary
indebtedness, dispose of all or substantially all of its assets, and discontinue
its primary businesses.

Interest. At Packaging's option, borrowings under this facility, except for
competitive bid loans and swingline facility loans, will bear interest at a
floating rate based on LIBOR, adjusted for reserve requirements, plus a
specified margin, or based on a specified prime or reference rate plus a
specified margin.

Each competitive bid loan will bear interest at the rate quoted in the
respective bid. Each swingline loan is expected to bear interest at a minimum
rate, which may be negotiated higher, based on the higher of a specified prime
or reference rate and the federal funds rate plus an applicable margin.

$250 MILLION 364 DAY SENIOR REVOLVING CREDIT FACILITY

Packaging has entered into an additional revolving credit facility of up to
$250 million.

This senior credit facility will terminate on September 27, 2000, 364 days
after its signing date, and all amounts outstanding at termination to become due
then.

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Initial borrowings will occur under this facility at the same time as under
Packaging's $750 million Long-Term Senior Revolving Credit Facility described
above or thereafter during its term, and that proceeds of the loans will be used
for the same purposes as the Long-Term Facility. The financial tests,
prohibitions and limitations, interest rates and other material terms of this
facility are the same as for the Long-Term Facility.

$1.5 BILLION TERM LOAN FACILITY

A lender has committed to provide Packaging up to $1.5 billion of term loan
financing which Packaging intends to use in the event it does not sell its
containerboard joint venture interest before the spin-off for general corporate
and other purposes. Although the terms of this financing have not been
finalized, Packaging expects that borrowings under this facility would be due 18
months after funding and bear interest at a floating rate based on LIBOR,
adjusted for reserve requirements, plus a specified margin, or based on a
specified prime or reference rate plus a specific margin, at Packaging's option.
Packaging expects this financing would include covenants similar to those
described above for the revolving credit facilities.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF PACKAGING

The following Unaudited Pro Forma Combined Balance Sheet of Packaging as of
June 30, 1999, and the Unaudited Pro Forma Combined Statements of Income for the
six months ended June 30, 1999 and the year ended December 31, 1998, reflect the
effects of:

- the debt realignment; and

- the spin-off of Packaging and the related transactions.

The Unaudited Pro Forma Combined Balance Sheet has been prepared as if
these transactions occurred on June 30, 1999; the Unaudited Pro Forma Combined
Statements of Income have been prepared as if these transactions occurred as of
January 1, 1998. The Unaudited Pro Forma Combined Financial Statements are not
necessarily indicative of the results that would have actually occurred if these
transactions had been consummated as of June 30, 1999 or January 1, 1998, or
results which may be attained in the future.

The Unaudited Pro Forma Combined Financial Statements were derived from the
historical Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document. Net assets included in these historical
financial statements that are not already owned directly or indirectly by
Packaging will be transferred to Packaging before the spin-off as part of the
corporate restructuring transactions. The accounting for the transfer of assets
and liabilities pursuant to the corporate restructuring transactions represents
a reorganization of companies under common control and, accordingly, all assets
and liabilities are reflected at their historical cost in Packaging's historical
combined financial statements.

The pro forma adjustments, as described in the Notes to the Unaudited Pro
Forma Combined Financial Statements, are based upon available information and
upon certain assumptions that management believes are reasonable. Packaging's
pro forma debt and interest expense balances do not give effect to the
application of any proceeds from Packaging's planned sale of its remaining
interest in the joint venture. Packaging expects the sale to be completed before
the spin-off, with the net proceeds used to retire the Tenneco debt that would
otherwise be allocated to Packaging in the debt realignment. If the sale does
not occur before the spin-off, the net proceeds will be used to retire Packaging
debt. You should also read the Combined Financial Statements of The Businesses
of Tenneco Packaging, and related notes, included elsewhere in this document.

73
<PAGE> 74

PACKAGING
UNAUDITED PRO FORMA COMBINED BALANCE SHEET

JUNE 30, 1999
(IN MILLIONS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
ASSETS ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and temporary cash
investments............................................. $ 18 $ -- $ -- $ 18
Receivables............................................... 375 -- 119(b) 494
Inventories............................................... 447 -- -- 447
Prepayments and other..................................... 72 -- -- 72
------ ------ ------- ------
Total current assets.................................. 912 -- 119 1,031
Plant, property, and equipment, net......................... 1,495 -- -- 1,495
Goodwill and intangibles, net............................... 1,028 -- -- 1,028
Other assets and deferred charges........................... 918 59(a) 85(c) 1,062
Net assets of discontinued
operations................................................ 133 -- -- 133
------ ------ ------- ------
Total assets.......................................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt........................................... $ 367 $ 643(a) $ -- $1,010(e)
Trade payables............................................ 357 -- -- 357
Other current liabilities................................. 336 -- -- 336
------ ------ ------- ------
Total current liabilities............................. 1,060 643 -- 1,703
Long-term debt.............................................. 1,494 (308)(a) -- 1,186(e)
Deferred income taxes....................................... 380 (52)(a) 34(c) 362
Other liabilities and deferred credits...................... 198 -- -- 198
Minority interest........................................... 14 -- -- 14
Equity:
Combined equity........................................... 1,340 (224)(a) 119(b) --
51(c)
(1,286)(d)
Common stock.............................................. -- -- 2(d) 2
Paid-in capital........................................... -- -- 1,284(d) 1,284
Retained earnings......................................... -- -- --(d) --
------ ------ ------- ------
Total liabilities and equity.......................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

74
<PAGE> 75

PACKAGING
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 30, 1999
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues.......... $ 1,404 $-- $-- $ 1,404
Other income, net......................... (18) -- -- (18)
------------ --- --- ------------
1,386 -- -- 1,386
------------ --- --- ------------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
shown below)........................... 924 -- -- 924
Engineering, research, and development.... 18 -- -- 18
Selling, general, and administrative...... 206 -- (3)(c) 203
Depreciation and amortization............. 94 -- -- 94
------------ --- --- ------------
1,242 -- (3) 1,239
------------ --- --- ------------
INCOME BEFORE INTEREST EXPENSE, INCOME
TAXES, AND MINORITY INTEREST.............. 144 -- 3 147
Interest expense............................ 68 13(f) -- 81(e)(f)
Income tax expense.......................... 24 (5)(g) 1(g) 20
Minority interest........................... -- -- -- --
------------ --- --- ------------
INCOME FROM CONTINUING OPERATIONS........... $ 52 $(8) $ 2 $ 46(e)
============ === === ============
EARNINGS PER SHARE
Average shares of common stock --
Basic................................ 166,937,362 166,937,362
Diluted.............................. 167,319,412 167,319,412
Income from continuing operations
Basic................................ $ .31 $ .28
Diluted.............................. $ .31 $ .28
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

75
<PAGE> 76

PACKAGING
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1998
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
---------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues..... $ 2,791 $ -- $ -- $ 2,791
Other income, net.................... (3) -- -- (3)
------------ ---- ---- ------------
2,788 -- -- 2,788
------------ ---- ---- ------------
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)......... 1,870 -- -- 1,870
Engineering, research, and
development....................... 33 -- -- 33
Selling, general, and
administrative.................... 427 -- (5)(c) 422
Depreciation and amortization........ 175 -- -- 175
------------ ---- ---- ------------
2,505 -- (5) 2,500
------------ ---- ---- ------------
INCOME BEFORE INTEREST EXPENSE, INCOME
TAXES, AND MINORITY INTEREST......... 283 -- 5 288
Interest expense....................... 133 31(f) -- 164(e)(f)
Income tax expense..................... 67 (12)(g) 2(g) 57
Minority interest...................... 1 -- -- 1
------------ ---- ---- ------------
INCOME FROM CONTINUING OPERATIONS...... $ 82 $(19) $ 3 $ 66(e)
============ ==== ==== ============
EARNINGS PER SHARE
Average shares of common stock --
Basic........................... 168,505,573 168,505,573
Diluted......................... 168,834,531 168,834,531
Income from continuing operations --
Basic........................... $ .49 $ .39
Diluted......................... $ .49 $ .39
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

76
<PAGE> 77

PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS

(a) To reflect debt allocated to Packaging in the debt realignment. The
adjustment to equity reflects the net impact of the debt realignment, the
recording of debt issue costs and deferred income taxes related to the
exchange offers and other transaction costs. Pro forma long-term debt
includes $1,166 million of new securities, $1,176 million aggregate
principal amount, assumed to be exchanged in the exchange offers, and $20
million of long-term debt of Packaging subsidiaries. Pro forma short-term
debt includes $1,001 million borrowed under Packaging's new credit
facilities to be entered into as part of this debt realignment and $9
million of short-term debt of Packaging subsidiaries. At this time,
Packaging and Tenneco cannot determine the ultimate amount of the original
securities which will be exchanged into new securities, and this amount
could vary significantly. These pro forma adjustments assume that 100% of
the original securities subject to the exchange offers will be tendered
before the early exchange time and exchanged for new securities and the new
securities will be recorded at the net carrying amount of the original
securities. In other words, the new securities are assumed not to be
"substantially different." See "Accounting Treatment of the Exchange
Offers". The results of the exchange offers could vary based on a number of
factors, including the timing and level of acceptance of the exchange
offers, the interest rate of the exchanged securities and whether the
exchanges will be considered extinguishments for accounting purposes. Based
on current interest rate markets, Packaging expects that the exchange offers
will not be extinguishments for accounting purposes. Therefore, Packaging
does not expect to recognize an extraordinary loss attributable to the debt
exchange. Other costs, including transaction costs related to the spin-off
and contractual employment obligations, are expected to be incurred by
Packaging in connection with the corporate restructuring transactions and
the spin-off which Packaging estimates will be approximately $70 million
after-tax. The effects on Packaging's debt of these costs has been reflected
in this pro forma adjustment. However, these charges have not been included
in the unaudited pro forma combined statement of income.

(b) To reflect the purchase of Packaging accounts receivable at fair value which
had previously been sold to a third party.

(c) To reflect the transfer to Packaging of prepaid pension costs attributable
to Automotive employees and the corresponding reduction in net periodic
pension costs and the increase in prepaid pension cost attributable to the
curtailment of the pension benefits related to Automotive employees.
Automotive employees will no longer participate in the Tenneco Retirement
Plan following the spin-off and Packaging will become the sponsor of this
plan. These prepaid pension costs will be transferred to Packaging in
connection with the corporate restructuring transactions. Packaging
estimates that a curtailment gain of approximately $30 million will be
recognized relating to the freezing of Automotive employees' pension
benefits in connection with the spin-off. This gain has not been included in
the unaudited pro forma combined statements of income.

(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.

(e) The Packaging pro forma debt balances do not give effect to the application
of any proceeds from the planned sale of Packaging's remaining interest in
Packaging's containerboard joint venture. Packaging expects the sale to be
completed before the spin-off, with the proceeds used to repay the Tenneco
debt that would otherwise be allocated to Packaging in the debt realignment.
If the sale occurs after the spin-off, the net proceeds will be used to
retire Packaging debt. In September 1999, the joint venture, Packaging
Corporation of America, filed a registration statement for Packaging to sell
its interest in a registered public offering. Based on indications of value
in that registration statement, estimated net proceeds ranging from $525
million to $600 million are anticipated to be received from the sale of
Packaging's remaining interest in its containerboard joint venture. For each
$50 million of after-tax proceeds received from the sale, pro forma interest
expense would be reduced by

77
<PAGE> 78
PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $3 million on an annual basis and pro forma income from
continuing operations would be increased by approximately $2 million on an
annual basis, or $0.01 per diluted common share.

(f) To reflect the adjustment to interest expense from the allocation of Tenneco
debt to Packaging in the debt realignment as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1999 1998
---------------- ------------
(IN MILLIONS)
<S> <C> <C>
Interest expense on historical debt(1)....... $(68) $(133)
Interest expense on the new securities(2).... 46 93
Interest expense on Packaging's new credit
facilities(3).............................. 31 63
Amortization of debt financing costs(4)...... 4 8
---- -----
Adjustment to interest expense............... $ 13 $ 31
==== =====
</TABLE>

------------------------

(1) Weighted average outstanding debt and average annual effective
interest rates were $1,836 million and 7.3% for the six months
ended June 30, 1999, and $1,900 million and 7.0% for the year ended
December 31, 1998.

(2) Weighted average outstanding debt and average annual effective
interest rate for the new securities were assumed to be
approximately $1,166 million and 7 7/8% for the six months ended
June 30, 1999 and the year ended December 31, 1998.

(3) Weighted average outstanding debt and average annual effective rate
for Packaging's new credit facilities were assumed to be $1,001
million and 6 1/4% for the six months ended June 30, 1999 and the
year ended December 31, 1998.

(4) Represents the amortization of deferred debt financing costs.

A 1/8% change in the assumed interest rates would change annual pro forma
interest expense by approximately $3 million, before the effect of income
taxes.

(g) To reflect the income tax expense effects of pro forma adjustments at an
assumed statutory tax rate of 40%.

78
<PAGE> 79

SUPPLEMENTAL FINANCIAL INFORMATION OF PACKAGING

RESULTS OF OPERATIONS

Packaging's historical and pro forma earnings before interest expense,
income taxes, and minority interest ("EBIT") are shown in the following table:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
Historical EBIT............................................. $283 $144
Pro forma EBIT.............................................. $288 $147
</TABLE>

These historical and pro forma results include certain items that Packaging
believes require additional explanation. These items include costs which Tenneco
incurred at the corporate level but did not fully allocate to its operating
divisions, such as administrative services, corporate overhead, and costs
related to Tenneco's operation as a public company. Because these functions will
become part of Packaging following the spin-off, these costs have been included
in Packaging's historical and pro forma EBIT. These items also included a
restructuring charge recorded in the fourth quarter of 1998. The following
information discusses these items in detail and their financial impact on
Packaging's EBIT.

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
- Restructuring charge -- Packaging recorded a
restructuring charge in the fourth quarter of 1998
designed to reduce administrative and operational
costs. Refer to Note 4, "Restructuring and Other
Charges," on page F-14 of The Combined Financial
Statements of the Businesses of Tenneco Packaging for
further information.................................. $32 $29
- Restructuring savings -- The portion of the
restructuring plan designed to reduce operational
costs is expected to result in lower costs of sales.
See "Restructuring and Other Charges" in Packaging's
Management's Discussion and Analysis for a discussion
of expected savings from restructuring............... $13 $ 6
- Corporate overhead reductions -- Packaging's smaller,
less complex corporate structure is expected to
result in corporate overhead costs that are lower by
approximately $12 million than Tenneco incurred
historically. Also, Packaging's EBIT includes costs
associated with Tenneco's administrative services
operations. Although the administrative services
operations provide a number of services to Tenneco's
operating units, some of these corporate level costs
were not previously allocated to Tenneco's operating
segments. Had all the administrative services
operations costs been allocated based on a usage
charge, Packaging estimates that approximately $28
million would have been billed to Automotive for
1998. See page F-11, "General and Administrative
Expenses" in Note 3 to the Combined Financial
Statements of the Businesses of Tenneco Packaging.... $40 $20
</TABLE>

79
<PAGE> 80

COMBINED SELECTED FINANCIAL DATA OF PACKAGING

The following combined selected financial data as of December 31, 1998 and
1997, and for the years ended December 31, 1998, 1997, and 1996, were derived
from the audited Combined Financial Statements of The Businesses of Tenneco
Packaging. The following combined selected financial data as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, are
unaudited and were derived from Tenneco's accounting records. The following
combined selected financial data as of and for each of the six months ended June
30, 1999 and 1998 were derived from the unaudited Combined Financial Statements
of The Businesses of Tenneco Packaging.

In the opinion of Packaging's management, the combined selected financial
data of Packaging as of December 31, 1996, 1995, and 1994, and for the years
ended December 31, 1995 and 1994, and as of and for the six months ended June
30, 1999 and 1998, include all adjusting entries, consisting only of normal
recurring adjustments, necessary to present fairly the information set forth.
You should not regard the results of operations for the six months ended June
30, 1999 as indicative of the results that may be expected for the full year.

There is other information Packaging believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead incurred by Tenneco and its administrative services
operations that Packaging expects will differ following the spin-off. For
further information you should see "Supplemental Financial Information of
Packaging" included elsewhere in this document.

You should read all of this information in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
Packaging and the Combined Financial Statements of The Businesses of Tenneco
Packaging, and related notes, included elsewhere in this document.
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
1998(a) 1997(a) 1996(a) 1995 1994
------- ------- ------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 2,785 $ 2,553 $ 1,987 $ 845 $ 636
Other................. 6 10 -- -- --
------------ ------------ ------------ ------------ ------------
Total............... $ 2,791 $ 2,563 $ 1,987 $ 845 $ 636
============ ============ ============ ============ ============
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 328 $ 308 $ 249 $ 39 $ 68
Other(c).............. (45) (2) (15) (6) 17
------------ ------------ ------------ ------------ ------------
Total............... 283 306 234 33 85
Interest expense(d)....... 133 124 102 91 48
Income tax expense
(benefit)............... 67 75 67 (3) 19
Minority interest......... 1 1 -- -- --
------------ ------------ ------------ ------------ ------------
Income (loss) from
continuing operations... 82 106 65 (55) 18
Income (loss) from
discontinued operations,
net of income tax(e).... 57 21 71 224 75
Extraordinary loss, net of
income tax(f)........... -- -- (2) -- --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... -- (38) -- -- --
------------ ------------ ------------ ------------ ------------
Net income (loss)......... $ 139 $ 89 $ 134 $ 169 $ 93
============ ============ ============ ============ ============
(continued on next page)

<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------------
1999(a) 1998(a)
------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) =
<S> <C> <C>
STATEMENTS OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 1,404 $ 1,361
Other................. -- 10
------------ ------------
Total............... $ 1,404 $ 1,371
============ ============
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 190 $ 175
Other(c).............. (46) (2)
------------ ------------
Total............... 144 173
Interest expense(d)....... 68 67
Income tax expense
(benefit)............... 24 37
Minority interest......... -- --
------------ ------------
Income (loss) from
continuing operations... 52 69
Income (loss) from
discontinued operations,
net of income tax(e).... (163) 37
Extraordinary loss, net of
income tax(f)........... (7) --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... (32) --
------------ ------------
Net income (loss)......... $ (150) $ 106
============ ============

</TABLE>

80
<PAGE> 81
<TABLE>
<CAPTION>

YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
1998(a) 1997(a) 1996(a) 1995 1994
------- ------- ------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Average number of shares of
common stock
outstanding(h) --
Basic..................... 168,505,573 170,264,731 169,609,373 172,764,198 162,307,189
Diluted................... 168,834,531 170,801,636 170,526,112 173,511,654 162,912,425
Earnings (loss) per average
share of common
stock(h) --
Basic:
Continuing operations... $ .49 $ .63 $ .38 $ (.32) $ .11
Discontinued
operations(e)......... .34 .12 .42 1.30 .46
Extraordinary loss(f)... -- -- (.01) -- --
Cumulative effect of
changes in accounting
principles(g)......... -- (.23) -- -- --
------------ ------------ ------------ ------------ ------------
$ .83 $ .52 $ .79 $ .98 $ .57
============ ============ ============ ============ ============
Diluted:
Continuing operations... $ .49 $ .63 $ .38 $ (.32) $ .11
Discontinued
operations(e)......... .34 .12 .42 1.29 .46
Extraordinary loss(f)... -- -- (.01) -- --
Cumulative effect of
changes in accounting
principles(g)......... -- (.23) -- -- --
------------ ------------ ------------ ------------ ------------
$ .83 $ .52 $ .79 $ .97 $ .57
============ ============ ============ ============ ============
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 366 $ 423 $ 459 $ 393 $ 236
Total assets.............. 4,798 4,618 4,028 3,358 1,630
Short-term debt(d)........ 595 158 123 205 49
Long-term debt(d)......... 1,312 1,492 1,073 880 478
Debt allocated to
discontinued
operations(d)........... 548 473 394 369 285
Minority interest......... 14 15 -- -- --
Combined equity........... 1,776 1,839 1,843 1,531 703
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities.............. $ 577 $ 405 $ 263 $ 479 $ 283
Net cash provided (used)
by investing
activities.............. (514) (654) (669) (1,791) (146)
Net cash provided (used)
by financing
activities.............. (67) 239 399 1,327 (142)
Capital expenditures for
continuing operations... (194) (229) (216) (265) (134)
OTHER DATA:
EBITDA(i)................. $ 458 $ 469 $ 365 $ 78 $ 121
Ratio of earnings to fixed
charges(j).............. 1.99 2.31 2.15 NM 1.72

<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------------
1999(a) 1998(a)
------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Average number of shares of
common stock
outstanding(h) --
Basic..................... 166,937,362 169,341,555
Diluted................... 167,319,412 169,936,676
Earnings (loss) per average
share of common
stock(h) --
Basic:
Continuing operations... $ .31 $ .41
Discontinued
operations(e)......... (.98) .22
Extraordinary loss(f)... (.04) --
Cumulative effect of
changes in accounting
principles(g)......... (.19) --
------------ ------------
$ (.90) $ .63
============ ============
Diluted:
Continuing operations... $ .31 $ .41
Discontinued
operations(e)......... (.98) .22
Extraordinary loss(f)... (.04) --
Cumulative effect of
changes in accounting
principles(g)......... (.19) --
------------ ------------
$ (.90) $ .63
============ ============
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 133 $ 382
Total assets.............. 4,486 4,788
Short-term debt(d)........ 367 335
Long-term debt(d)......... 1,494 1,488
Debt allocated to
discontinued
operations(d)........... -- 479
Minority interest......... 14 15
Combined equity........... 1,340 1,829
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities.............. $ (45) $ 288
Net cash provided (used)
by investing
activities.............. (866) (221)
Net cash provided (used)
by financing
activities.............. 920 (66)
Capital expenditures for
continuing operations... (75) (101)
OTHER DATA:
EBITDA(i)................. $ 238 $ 261
Ratio of earnings to fixed
charges(j).............. 2.00 2.45
</TABLE>

- -------------------------
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Packaging" included elsewhere in this document.

(b) During the periods presented, Packaging completed numerous acquisitions, the
most significant of which were the acquisitions of Mobil Plastics for $1.3
billion in late 1995, Amoco Foam Products for $310 million in August 1996,
and the protective and flexible packaging business of N.V. Koninklijke KNP
BT for $380 million in April 1997. See Note 6 to the Combined Financial
Statements of The Businesses of Tenneco Packaging. See also, "Description of
Packaging -- Growth Strategy" and "Description of Packaging -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(c) Income from continuing operations before interest expense, income taxes and
minority interest for "Other" includes costs which were incurred by
Tenneco's corporate and administrative services operations which were not
allocated to Tenneco's operating segments. Because these functions will be a
part of Packaging upon the spin-off, they are included in Packaging's
historical

(continued on next page)

81
<PAGE> 82

combined financial statements. Packaging expects its costs for these
functions will differ following the spin-off. See "Supplemental Financial
Information of Packaging" included elsewhere in this document for further
information.

(d) Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, historical amounts include debt
and related interest expense allocated to Packaging from Tenneco based on
the portion of Tenneco's investment in Packaging which Tenneco deemed to be
debt. This allocation is generally based upon the ratio of Packaging's net
assets to Tenneco's consolidated net assets plus debt. An allocation of debt
and its related interest expense has also been made to Packaging's
discontinued operations based on the ratio of the discontinued operations'
net assets to Packaging's combined net assets plus debt. Management believes
that the historical allocation of corporate debt and interest expense is
reasonable. This historical allocation is not, however, indicative of the
total amount of debt that Packaging will have upon completion of the debt
realignment or of the debt and interest that may be incurred by Packaging as
a separate public entity. See the Combined Financial Statements of The
Businesses of Tenneco Packaging included elsewhere in this document.

(e) Discontinued operations for the periods presented consist of Packaging's
paperboard packaging segment, which was discontinued in June 1999 following
the decision to sell Packaging's remaining interest in Packaging's
containerboard joint venture. Loss from discontinued operations for the six
months ended June 30, 1999 included an after-tax loss of $178 million, or
$1.07 per diluted common share, resulting from the contribution of
Packaging's containerboard assets to the joint venture. See Note 7 to the
Combined Financial Statements of the Businesses of Tenneco Packaging
included elsewhere in this document.

(f) Represents Packaging's costs related to prepayment of debt. See Note 7 to
the Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document.

(g) In 1999, Packaging implemented the American Institute of Certified Public
Accountants Statement of Position No. 98-5, "Reporting on the Costs of
Start-Up Activities." In 1997, Packaging implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue No. 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." See Note 3 to the Combined Financial Statements of The
Businesses of Tenneco Packaging included elsewhere in this document for
additional information regarding changes in accounting principles.

(i) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the Combined Statements of Income of The Businesses of
Tenneco Packaging included elsewhere in this document. EBITDA should not be
considered as an alternative to net income or operating income as an
indicator of the operating performance of Packaging, or as an alternative to
operating cash flows as a measure of liquidity. Packaging has reported
EBITDA because it believes EBITDA is a measure commonly reported and widely
used by investors and other interested parties as an indicator of a
company's ability to incur and service debt. Packaging believes EBITDA
assists investors in comparing a company's performance on a consistent basis
without regard to depreciation and amortization, which can vary
significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.

(j) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. The historical ratios are based upon the amount of
interest expense on corporate debt allocated to Packaging by Tenneco as
discussed in (d) above. For the year ended December 31, 1995, earnings were
inadequate to cover fixed charges by $59 million.

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INDUSTRY OVERVIEW AND KEY TERMS

Many of the markets Packaging serves are growing faster than the overall
United States gross domestic product. Most of our revenue comes from products
made from different types of plastics, with the balance coming from paper and
aluminum products. According to A.C. Neilsen, the unit volume growth trend as of
June 12, 1999 for the zippered food storage bag market is 6% per year.
Additionally, unit volume in the market for foam disposable foodservice
packaging is projected to grow 6-7% annually for the next five years, according
to a study prepared by a market research group. Several markets within the
protective packaging industry are growing 6-8% per year in sales according to
U.S. Industry and Trade Outlook '99.

Specialty packaging is an industry term which generally refers to packaging
used by commercial customers that is designed and manufactured for a specific
application or product. Examples include:

- rigid, clear plastic containers used in supermarkets to display bakery
goods;

- sponge-like foam plastic packaging used to cushion and protect computers,
TVs and stereos; and

- flexible plastic bags used for sterile intravenous fluid delivery.

The specialty packaging industry may be divided into sub-categories based on the
characteristics of the packaging, the industry in which the packaging is used,
or the primary function of the packaging. Examples include flexible packaging,
foodservice packaging and protective packaging. Individual packaging products
may fall into more than one sub-category of specialty packaging.

Protective packaging is the industry term used to describe specialty
packaging that satisfies the protection and transportation needs of commercial
customers. Protective packaging is designed and manufactured to ensure the
integrity and safety of the customer's product from the point it leaves the
manufacturing floor until it reaches its final destination. Flexible packaging
is an industry term used to describe the sub-category of specialty packaging for
customers whose products or distribution channels require a custom-designed
flexible plastic package. Food/foodservice packaging describes specialty
packaging designed and manufactured for customers in the food industry. This
includes customers who process and prepare food for consumption, known as food
packers and processors. It also includes other customers in the food
distribution channel such as wholesalers and supermarkets.

Specialty packaging generally is constructed from plastic or paper which is
engineered, designed and manufactured to meet the customer's specific need in a
particular product or application. The basic raw materials used to make plastic
specialty packaging are different types of plastics obtained from chemical
companies, often in pelletized form, known as plastic resins. Plastic resins
come in three general forms based on their chemical composition: polyolefins,
polystyrenes and polyvinyl chloride. Polyolefins include polyethylene and
polypropylene.

The plastic resins are subjected to various manufacturing processes that
result in intermediate forms of the plastic. It may be solid or a sponge-like
material called foam. Depending on its thickness, the material may be called
film, sheet or plank.

The plastic films, sheets and planks are then combined, shaped and cut to
produce different specialty packaging:

- polypropylene medical bags -- layered plastic films combined to produce
plastic bags that hold fluid for intravenous delivery;

- printed barrier films -- flexible printed packaging designed to protect a
wide range of products from chemicals to foods;

- modified atmosphere packaging -- packaging that is principally used with
foods to preserve freshness and designed to protect the contents from
penetration by oxygen;

- foam containers -- lightweight containers designed to package individual
servings of food, often in the fast-food, take-out food, or other
foodservice context;

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- engineered foam plank and foam sheet -- packaging material of different
shapes and thicknesses designed to protect and cushion goods, primarily
while in transit;

- polyethylene stretch film -- strong, puncture-resistant packaging used to
contain and protect goods for transportation, often used to secure
individual goods on pallets; and

- polyolefin foam -- foam packaging that is stronger and more resilient
than conventional plastic foam, may be formed into a soft, rubber-like
material that is flexible, elastic and resilient.

- converted protective packaging -- packaging designed and configured for a
specific product application, such as the plastic foam used to secure
home electronics inside the boxes in which they are shipped and foam pipe
insulation.

Many of Packaging's products are manufactured using paperboard or other
materials created from wood pulp or recycled paper:

- paperboard honeycomb -- paperboard box material designed and engineered
using geometrically shaped paperboard between flat layers of linerboard
to enhance the cushioning characteristics of the container;

- customized packaging systems -- refers to paper or plastic packaging
combined with a unique machine or device to package a specific product or
type of products.

- linerboard -- paperboard used for the flat outer face of containerboard
packaging.

- molded fiber -- a material created from recycled paper that may be formed
into various shapes, such as egg cartons;

- pressed paperboard -- plastic coated paperboard used to make food
containers; and

- dual-ovenable paperboard -- plastic coated paperboard that may be heated
in either a microwave or a conventional oven.

PRODUCTS AND MARKETS

Packaging manufactures, markets and sells plastic and paper-based consumer
products and food/foodservice packaging, as well as protective and flexible
packaging. Approximately 80% of Packaging's revenue comes from products made
from different types of plastics, with the balance from paper and aluminum
products.

CONSUMER PRODUCTS AND FOOD/FOODSERVICE PACKAGING

Packaging manufactures, markets and sells consumer products, such as
plastic storage bags for food and household items, plastic waste bags, foam and
molded fiber disposable tableware and disposable aluminum cookware. Packaging
sells many of these products under such recognized brand names as Hefty(R),
Baggies(R), Hefty One-Zip(R), Kordite(TM) and E-Z Foil(R). These products are
typically used by consumers in their homes, and Packaging markets and sells them
through a variety of retailers, including supermarkets, mass merchandisers and
other stores where consumers purchase household goods.

Packaging's food packaging products protect food during distribution,
assist retailers in merchandising food and help customers prepare and serve
meals in their homes. For food processors, Packaging offers dual-ovenable
paperboard products, molded fiber egg cartons, foam meat trays, aluminum
containers and modified atmosphere packaging, which extends the shelf life of
meat products.

In addition, Packaging provides plastic zipper closures for a variety of
flexible packaging applications. Packaging's food packaging products for
supermarket in-store use include clear rigid display packaging used in produce,
deli and bakery applications, microwaveable containers used for prepared,
ready-to-eat meals, plastic foam trays for meat and produce, and bags for
produce and bakery applications.

For its foodservice customers, Packaging offers products that help
merchandize and serve both on-premises and takeout meals. These products include
tableware products, such as plates, bowls and cups,

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and a broad line of takeout service containers made from clear plastic,
microwaveable plastic, molded fiber, paperboard, foam and aluminum.

PROTECTIVE AND FLEXIBLE PACKAGING

Packaging manufactures, markets and sells protective packaging for use in
the automotive, computer, electronic, furniture, durable goods, building and
construction products industries. Packaging's sheet foams and air encapsulated
bubble products, for example, are used for cushioning and surface protection.
Its paperboard honeycomb and engineered foam plank products protect against
shock, vibration and thermal damage. Packaging also offers other converted
protective packaging products, including padded mailers, a variety of laminated
protective coverings and customized packaging systems.

Packaging's flexible packaging products provide a variety of
cost-effective, efficient and attractive solutions for consumer, medical,
pharmaceutical, chemical, hygiene and industrial applications. These products
include liners for disposable diapers, wrap-around sleeves for glass and plastic
bottles, polypropylene medical bags used for sterile intravenous fluid delivery,
modified atmosphere films, stand-up pouches, food and hygiene packaging, and
disposable surgical kits custom designed for specific procedures.

Packaging also offers polyethylene stretch film, specialty aluminum
materials and film and foam products for use in the construction industry.

GROWTH STRATEGY

Packaging has grown, and plans to continue to grow, by pursuing internal
growth and strategic acquisitions. By pursuing this growth strategy, Packaging
has increased the total revenues of its specialty packaging and consumer
products business from $845 million in 1995 to approximately $2.8 billion in
1998. During this same period, its income from continuing operations from this
business, before interest, income taxes and minority interest, increased from
$39 million to $328 million, representing a compound annualized growth rate of
103%. See "-- Combined Selected Financial Data of Packaging."

As a separate, publicly traded company, Packaging expects to have greater
flexibility to pursue its growth strategy. The increased flexibility will come
from greater focus on a single enterprise and the enhanced access to capital
markets that comes from the ability of investors and lenders to analyze and
understand a single business platform. Packaging expects growth opportunities
will come from additional product development and expansion initiatives as well
as additional strategic acquisitions, joint ventures and strategic alliances.

INTERNAL GROWTH

Since 1995, Packaging has executed a strategy that focuses its business on
markets that have strong underlying growth characteristics and attractive
margins. Packaging offers customers "material neutral" solutions. In other
words, Packaging's goal is not to sell customers a particular product line.
Rather, through its custom design centers and broad product line, Packaging
strives to create the best packaging solutions for its customers, tailored
precisely to their needs. With this approach and Packaging's worldwide
geographical coverage, Packaging has become a primary supplier to national and
international manufacturers and distributors and has developed long-term
relationships with key players in the consolidating packaging and food service
distribution sector. Packaging intends to use these relationships to quickly
identify and focus on growth markets with attractive margins as they develop,
which should expand its customer base and market share.

Packaging seeks to add to its base business by developing new packaging
solutions for markets where it believes its experience and familiarity give it a
competitive advantage. In addition, Packaging grows market share for its
existing products by taking advantage of (a) its broad product line of superior
quality products and its long-term relationships with key manufacturers and
distributors, (b) its product development and design services, (c) its
investment in developing state-of-the-art service capabilities, and (d) its
ongoing effort focused on reducing costs and improving the production of its
operations.

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Product Breadth/Relationships With Key Manufacturers and Distributors

Packaging's ability to provide "one-stop shopping" through its broad
product line is an important selling point with customers. In addition,
Packaging has cultivated long-term relationships with key manufacturers and
distributors who recognize Packaging's strong positions in multiple product
categories. These relationships, coupled with Packaging's complete product line,
are allowing Packaging to grow its market shares for existing products. For
example, in foodservice packaging, Packaging holds the number one market share
position in the United States and Canada with respect to four of its five main
product categories, based on unit volume. Management estimates that products
representing 80% of sales in Packaging's protective packaging business hold the
number one or two market share position in North America, based on sales
revenue.

New Products/Design Services

Packaging further fuels its internal growth by developing and
commercializing proprietary new products and by designing value-added
product-line extensions. In 1998, Packaging's consumer products and
food/foodservice packaging business introduced over 80 new products and
product-line extensions. In Packaging's protective and flexible packaging
business, where custom design services drive revenues, it developed over 500
custom product applications in 1998. Packaging believes its new product
innovation and design services will remain a key factor in driving future
internal growth.

- Consumer Products and Food/Foodservice Packaging. During the last twelve
months, in its consumer products and food/foodservice packaging business,
Packaging added jumbo two-gallon bags and sandwich bags to its existing
Hefty One-Zip(R) quart and half-gallon food storage and freezer bag
offerings. Packaging is also leveraging its patented One-Zip(R) closure
system by expanding into other zipper closure applications, such as
SlideRite(TM) retail packaging for baby wipes, fresh produce, supermarket
deli bags and other recloseable flexible packaging. In the United States,
Packaging has the leading market share with Hefty(R) disposable
tableware, and its E-Z Foil(R) brand disposable aluminum cookware line
leads its competition by a wide margin in both sales and market share.

Packaging's new product innovations include ActiveTech(TM) packaging, a
proprietary modified atmospheric package used by food processors for
case-ready meat. ActiveTech(TM) packaging extends the shelf life of
fresh, unfrozen red meat in a package that maintains the appearance of
freshly packaged meat.

- Protective and Flexible Packaging. In Packaging's protective and flexible
packaging business, new protective packaging products include engineered
foams, and Profiles(R), a foam-based material used in various markets,
such as building products and furniture, and custom designed to provide
many benefits, including insulation, cushioning and surface protection.
Recent flexible packaging innovations include high-end graphic stand-up
pouches for soups and detergents and Propyflex(R) medical bags for
fluids. Propyflex(R), a non-polyvinyl chloride barrier film, satisfies
the requirements for flexibility and transparency even after
sterilization and provides a cost-effective packaging by eliminating the
need for secondary wrap.

State-of-the-Art Service Capabilities

To further take advantage of its broad product line offering and strong
alignment with national distributors, Packaging has developed and implemented
its Customer Linked Manufacturing system. CLM is a state-of-the-art production
planning and order fulfillment system which enables Packaging's customers to do
business easily and efficiently. CLM eliminates costs from the entire supply
chain and provides both its customers and Packaging with a competitive
advantage.

Productivity/Cost Reduction

Packaging's strong focus on improving productivity and reducing costs in
its manufacturing and logistics operations is key to supporting the growth of
its base business. For example, the unit manufacturing costs have continuously
declined, net of inflation, for some of Packaging's products, such as

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its foam products, rigid display packaging and performance films. This has
allowed Packaging to maintain or improve its profit margins.

STRATEGIC ACQUISITIONS

Strategic acquisitions have been, and will continue to be, an important
element of Packaging's overall growth strategy. Management has a proven record
of identifying and acquiring businesses and rapidly integrating them into one of
Packaging's business groups. Packaging pursues acquisitions that offer synergies
through, among other things, rationalizing product lines, reconfiguring and
upgrading manufacturing capabilities and reducing operating, selling,
distribution, purchasing and administrative costs. Packaging also pursues
acquisitions that strengthen its brand presence and expand its product offerings
and markets.

Consumer Products and Food/Foodservice Packaging. Packaging plans to grow
its consumer products and food/foodservice packaging business by acquiring
similar businesses whose products and markets will complement Packaging's.
Packaging will focus on acquiring specialized engineering and manufacturing
capabilities that augment and enhance its existing processes and allow it to
produce top-quality products efficiently. Since the beginning of 1995, its
consumer products and food/foodservice packaging business has grown through the
following acquisitions:

- In 1995, Packaging more than doubled its sales with the acquisition of
Mobil Plastics. This acquisition expanded its product offerings to
include foam containers, meat and poultry trays, disposable plates and
bowls, polyethylene film products, produce bags and stretch film, as
well as the well-known consumer products Baggies(R) food bags and
Hefty(R) waste bags and tableware. This acquisition also added
state-of-the-art manufacturing capabilities and new product
technologies, including the One-Zip(R) closure system.

- In August 1996, Packaging acquired Amoco Foam Products Company, which
enhanced its distribution capabilities and market coverage, especially
among food processors. Amoco Foam's product portfolio included foam
tableware, hinged lid containers, food trays and residential and
commercial insulation products.

- In September 1998, Packaging augmented its dual-ovenable paperboard
manufacturing capacity by acquiring a Champion International facility in
Belvidere, Illinois. As a result, Packaging has the capability to
manufacture this product, which may be heated in a conventional or a
microwave oven, for a broad spectrum of uses in various products.

Protective and Flexible Packaging. Packaging intends to continue its global
growth strategy of acquiring custom engineering and design capabilities that
will provide multi-material packaging solutions to markets with strong
underlying growth characteristics. Management estimates that this strategy has
made it one of the largest producers of protective packaging in the United
States. Since the beginning of 1995, Packaging's protective and flexible
packaging business has grown through the following acquisitions:

- In 1995, continuing its growth strategy of acquiring specialty packaging
applications, Packaging entered the protective packaging sector by
buying Hexacomb, a manufacturer of paperboard honeycomb products.

- In 1997, Packaging acquired the protective and flexible packaging
businesses of KNP BT, which operated in Europe and North America. With
this acquisition, Packaging entered the European protective and flexible
packaging markets and enhanced its global specialty packaging position.
This acquisition also broadened the scope of its protective packaging
business to include sheet foam, engineered foam and air encapsulated
bubble and mailer applications. Packaging also acquired two honeycomb
plants in 1997.

- In April 1998, Packaging acquired Richter Manufacturing, a West Coast
manufacturer and distributor of protective packaging products. This
acquisition expanded the geographical coverage of its North American
protective packaging operation.

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- In December 1998, Packaging acquired the foam packaging assets of
Sentinel Products, a North American producer of specialty polyolefin
foams. This acquisition further diversified its protective packaging
product offering and increased its manufacturing capacity. Packaging
also formed a global joint venture, Sentinel Polyolefin LLC, with
Sentinel to produce and market chemically blown polyolefin foam
applications in a wide variety of non-packaging markets, including the
automotive, sports and leisure, medical and adhesive tape markets.

MARKETING, DISTRIBUTION AND CUSTOMERS

Packaging's sales and marketing staff of 500 people is organized along
three main product groups: consumer products, foodservice and supermarket
products, and protective and flexible packaging products.

The consumer product group sells waste bags, food storage bags, disposable
plates and bowls and disposable aluminum cookware primarily to grocery stores
and mass merchandisers. These products are sold through a direct sales force and
a national network of brokers and manufacturers' representatives.

The foodservice, supermarket and food packer and processor sales
organizations sell a broad array of disposable, rigid and flexible packaging
made from plastic, aluminum, molded fiber and pressed paperboard materials. The
products include disposable plates and bowls, carry-out containers, rigid
display containers, microwavable and dual-ovenable food containers, food and
specialty retail bags and foil wrap. Packaging's foodservice and supermarket
sales are made primarily through a network of independent distributors. Food
packer and processor sales are made primarily direct to large processors, with
some sales through distributors.

The protective and flexible packaging group sells to distributors,
fabricators and directly to end-users worldwide.

No material portion of Packaging's business is dependent upon a single
customer or even a few customers, and no one customer accounted for more than
10% of Packaging's aggregate net sales for the fiscal year ended December 31,
1998. In general, the backlog of orders is not significant or material to an
understanding of Packaging's business.

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ANALYSIS OF REVENUES

The following tables set forth for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Packaging's
sales from continuing operations:

<TABLE>
<CAPTION>
NET SALES (MILLIONS)
-------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
Disposable plastic, fiber, and aluminum packaging
products.............................................. $1,038 $2,126 $2,105 $1,862
Plastic and fiber protective/flexible packaging
products.............................................. 311 607 399 78
Other................................................... 55 52 49 47
------ ------ ------ ------
Total.............................................. $1,404 $2,785 $2,553 $1,987
====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
----------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
TOTAL SALES
Disposable plastic, fiber, and aluminum packaging
products.............................................. 74% 76% 83% 94%
Plastic and fiber protective/flexible packaging
products.............................................. 22 22 15 4
Other................................................... 4 2 2 2
--- --- --- ---
Total.............................................. 100% 100% 100% 100%
=== === === ===
SALES BY GEOGRAPHIC AREA(a)
United States........................................... 78% 80% 83% 89%
European Union.......................................... 18 17 15 8
Canada.................................................. 2 1 1 2
Other areas............................................. 2 2 1 1
--- --- --- ---
Total.............................................. 100% 100% 100% 100%
=== === === ===
</TABLE>

- -------------------------
(a) See Note 14 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for information about
foreign and domestic operations.

COMPETITION

Packaging operates in markets that are highly competitive and faces
substantial competition throughout all of its product lines from numerous
global, national and regional companies, ranging from the largest packaging
companies to small, emerging companies. Companies that compete with Packaging
may have greater financial and other resources than it does, while others are
significantly smaller with lower fixed costs and possibly greater operating
flexibility. In addition to price, competition with respect to many of
Packaging's products is based on quality, service supplier response time and
timely and complete order fulfillment. In addition, other packaging producers
supply alternative materials and structures and serve different geographic
regions through various distribution channels.

INTERNATIONAL

Packaging operates facilities and sells products in countries throughout
the world. As a result, Packaging is subject to risks associated with selling
and operating in foreign countries, including devaluations and fluctuations in
currency exchange rates, imposition of limitations on conversion of foreign
currencies into U.S. dollars or remittance of dividends and other payments by
foreign subsidiaries, impositions or increase of withholding and other taxes on
remittances and other payments by foreign subsidiaries, hyperinflation in
foreign countries where Packaging does business, and imposition or increase of
investment and other restrictions by foreign governments.

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PROPERTIES

HEADQUARTERS LOCATIONS

Packaging leases its executive offices at 1900 West Field Court, Lake
Forest, Illinois, 60045, and its telephone number at that address is (847)
482-2000.

MANUFACTURING AND ENGINEERING FACILITIES

In North America, Packaging operates 65 facilities in 18 states, Canada and
Mexico. Plastic and aluminum disposable foodservice and consumer products,
stretch films and building products are manufactured at 25 plants. The
protective packaging operations convert paperboard into honeycomb products at 12
plants. An additional 13 plants apply extrusion, foaming and converting
technologies to produce clear, foamed, flexible or rigid plastic protective
packaging from polystyrene, polyolefins, such as polyethylene and polypropylene,
and kraft papers. Molded fiber packaging is produced at seven locations, and an
eighth location manufactures tooling for the molded fiber plants. Finally,
ovenable paperboard products are manufactured at two facilities. A research and
development center for food packaging and process development is located in a
new facility in Canandaigua, New York. Design centers for protective and
flexible packaging and process development are located in Buffalo Grove,
Illinois, Grand Rapids and Troy, Michigan and Santa Fe Springs, California. In
addition, Packaging participates in two North American joint ventures, Sentinel
Polyolefin LLC and Tenneco Packaging de Mexico.

Packaging owns 24 international manufacturing operations. Eleven protective
packaging plants in Belgium, England, France, Germany, Italy, The Netherlands,
Poland, Spain and Hungary make plastic air encapsulated bubble and foam sheet
products, including mailers. Five flexible products plants in Egypt and Germany
make high quality flexible films, bags, labels and pouches, printed and
converted paper bags and disposable medical packaging. Omni-Pac is a European
subsidiary operation that manufactures molded fiber and cushion packaging with
manufacturing facilities in Elsfleth, Germany and Great Yarmouth, England.
Packaging's Alupak operation in Belp, Switzerland produces smoothwall aluminum
portion packs and specialty food packaging applications. Single-use thermoformed
plastic food containers and films are manufactured at four facilities in
England, Scotland and Wales. Packaging also has a wood products operation in
Romania. In addition, Packaging operates or participates in several
international joint ventures, including a folding carton plant in Dongguan,
China, a recycling venture in Budapest, Hungary and a corrugated converting
facility in Shaoxing, China.

Packaging 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.

Packaging is of the opinion that Packaging, or its subsidiaries, has
generally satisfactory title to the properties owned and used in its businesses,
subject to liens for current taxes and easements, restrictions and other liens
which do not materially detract from the value of the properties or Packaging's
interest in the properties or the use of those properties in its businesses.

RAW MATERIALS

Plastic resins, such as polystyrene, polyethylene, polypropylene and
polyvinyl chloride, aluminum rollstock, linerboard and recycled fiber constitute
the principal raw materials used in the manufacture of most of Packaging's
products. Generally, these raw materials are readily available from a wide
variety of suppliers. The costs of these materials may be volatile, and are a
function of, among other things, the manufacturing capacity for those materials
and the costs of their components, which may also vary. Costs for Packaging's
plastic resin and recycled fiber tend to fluctuate with economic factors which
generally affect Packaging and its competitors. The availability of raw
materials was adequate in 1998 and the first three months of 1999 and is
expected to remain adequate throughout the remainder of 1999.

ENVIRONMENTAL REGULATION

The packaging industry, in general, and Packaging is subject to existing
and potential federal, state, local and foreign legislation designed to reduce
air emissions. In addition, various consumer and special

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interest groups have lobbied from time to time for the implementation of these
and other similar measures. Although Packaging believes that the legislation and
regulations promulgated to date and the initiatives to date have not had a
material adverse effect on Packaging, Packaging cannot assure you that any such
future legislative or regulatory efforts or future initiatives would not have a
material adverse effect on Packaging.

OTHER

As of July 1, 1999, Packaging employed approximately 15,000 people, 14% of
whom were covered by collective bargaining agreements. Four of these agreements,
covering a total of 247 employees, are scheduled for renegotiation before
December 31, 1999. In Europe, approximately 2,240 employees are governed by
works councils. Packaging regards its employee relations as generally
satisfactory. Packaging owns a number of domestic and foreign patents and
trademarks and other intellectual property relating to its products which are
important to the manufacture, marketing and distribution of its products. In
addition, Packaging's administrative services operations hold numerous software
licenses and own computer equipment.

Packaging's administrative services operations design, implement and
administer administrative service programs and data processing, providing the
following services: (a) financial accounting services; (b) employee benefits
administration for all major salaried and hourly benefit plans; (c) human
resources and payroll services; (d) mainframes and distributed systems
operations; (e) telecommunications and network operations and management; (f)
help desk support; and (g) disaster recovery support. After the spin-off,
Packaging will continue to provide some of these services to Automotive. See
"The Spin-off -- Relationship Between Automotive and Packaging After the
Spin-off." Tenneco and Packaging are currently analyzing their alternatives with
respect to those operations. See "-- Management's Discussion and Analysis of
Financial Condition and Results of Operations."

LEGAL PROCEEDINGS

See "-- Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information about Packaging's potential environmental
liability.

In May 1999, Tenneco Inc., Tenneco Packaging Inc. and a number of
containerboard manufacturers were named as defendants in a civil class action
antitrust lawsuit pending in the United States District Court for the Eastern
District of Pennsylvania. Tenneco Packaging Inc. also was named as a defendant
in a related class action antitrust lawsuit. In re Linerboard Antitrust
Litigation; Winoff v. Stone Container Corp., et al; General Refractories v.
Stone Container Corp., et al. (MDL No. 1261; E. D. Penn.). The lawsuits allege
that the defendants conspired to raise linerboard prices for corrugated
containers and corrugated sheets, respectively, from October 1, 1993 through
November 30, 1995, in violation of Section 1 of the Sherman Act. The lawsuits
seek treble damages in an unspecified amount, plus attorney fees. Tenneco and
Packaging believe that the allegations have no merit, are vigorously defending
the claims, and believe the outcome of this litigation will not have a material
adverse effect on Tenneco's or Packaging's financial position or results of
operations. Under and in accordance with the distribution agreement, as between
Tenneco and Packaging, Packaging is responsible for defending the claims and for
any liability resulting from these actions.

Packaging and its subsidiaries are parties to various other legal
proceedings arising from their operations. Packaging believes that the outcome
of these other proceedings, individually and in the aggregate, will not have a
material adverse effect on its financial position or results of operations.

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CONTAINERBOARD PACKAGING INTEREST

On April 12, 1999, Packaging contributed all of its containerboard
packaging business to a new joint venture, in which it now owns a 43% common
equity interest. For a description of the contribution and Packaging's plans to
sell its remaining joint venture interest in a registered public offering, see
"--Unaudited Pro Forma Combined Financial Statements of Packaging" and "--
Management's Discussion and Analysis of Financial Condition and Results of
Operations." For a description of the joint venture, see "Summary -- The
Companies -- Packaging."

Packaging Corporation of America manufactures corrugated containers,
containerboard, and lumber and related wood products. It has four mills and 67
corrugated products facilities. It also participates in the wood products
business and has access to approximately 950,000 acres of timberland in the
United States through both owned and leased properties. Revenues from the
containerboard business in 1998 were $1.57 billion.

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<PAGE> 93

MANAGEMENT

BOARD OF DIRECTORS

Upon completion of the spin-off, the Packaging Board of Directors will
consist of six members. Each director will serve an annual term that will expire
at the annual meeting of Packaging stockholders in each year and until his or
her successor has been elected and qualified. Information concerning the
individuals who will serve as directors of Packaging as of the date of the
spin-off is provided below.

DANA G. MEAD, CHAIRMAN OF THE BOARD -- Mr. Mead is currently the Chairman
and Chief Executive Officer of Tenneco and has served as an executive officer of
Tenneco since April 1992, when he joined Tenneco as Chief Operating Officer.
Prior to joining Tenneco, Mr. Mead served as an Executive Vice President of
International Paper Company, a manufacturer of paper, pulp, and wood products,
from 1988, and served as Senior Vice President of that company from 1981. He is
also a director of Packaging Corporation of America, Textron Inc., Zurich Allied
AG, Pfizer Inc. and Newport News Shipbuilding Inc. Mr. Mead is 63 years old and
has been a director of Tenneco since 1992. Upon completion of the spin-off, he
will resign as Chief Executive Officer of Tenneco, but will continue, on a
non-executive basis, as the Chairman of the Board of Automotive and Packaging
through March 2000.

MARK ANDREWS -- Mr. Andrews has been Chairman of Andrews Associates, Inc.,
a government consulting firm, since February 1987. From 1963 to 1980, he served
in the U.S. House of Representatives, and from 1980 to 1986 he served in the
U.S. Senate. He is also a director of Union Storage Co. Mr. Andrews is 73 and
has been a director of Tenneco since 1987. Mr. Andrews will continue as a
director of Automotive upon the spin-off.

LARRY D. BRADY -- Mr. Brady was President of FMC Corporation, a producer of
chemicals and machinery for industry, agriculture, and government, from 1993 to
June 1999. In August 1999, he became the President and Chief Operating Officer
of UNOVA, Inc., an industrial technologies company. Before 1993, Mr. Brady
served in various executive capacities with FMC Corporation for more than five
years. Mr. Brady is 56 years old and has been a director of Tenneco since
January 1998. Mr. Brady will not be continuing as a director of Automotive after
the spin-off.

ROGER B. PORTER -- Mr. Porter is Director of the Center for Business and
Government at Harvard University and is the IBM Professor of Business and
Government. Mr. Porter has served on the faculty at Harvard University since
1977. Mr. Porter also held senior economic policy positions in the Ford, Reagan
and Bush White Houses, serving as special assistant to the President and
executive secretary of the Economic Policy Board from 1974 to 1977, as deputy
assistant to the President and director of the White House Office of Policy
Development from 1981 to 1985, and as assistant to the President for economic
and domestic policy from 1989 to 1993. He is also a director of RightCHOICE
Managed Care, Inc., National Life Insurance Company, and Zions Bancorporation.
Mr. Porter is 53 years old and has been a director of the Tenneco since January
1998. He will continue as a director of Automotive upon the spin-off.

PAUL T. STECKO -- Mr. Stecko became the Chief Executive Officer of
Packaging Corporation of America, Packaging's containerboard joint venture, in
connection with the April 1999 formation of that venture. From November 1998 to
April 1999, Mr. Stecko served as President and Chief Operating Officer of
Tenneco. From January 1997 to November 1998, Mr. Stecko served as Chief
Operating Officer of Tenneco. From December 1993 through January 1997, Mr.
Stecko served as Chief Executive Officer of Packaging. Prior to joining Tenneco,
Mr. Stecko spent 16 years with International Paper Company. He is also a
director of State Farm Mutual Insurance Company and the Chairman of the Board of
Packaging Corporation of America. Mr. Stecko is 54 years old and has been a
director of Tenneco since November 1998. He will continue as a director of
Automotive upon the spin-off.

RICHARD L. WAMBOLD -- Mr. Wambold will be the Chief Executive Officer of
Packaging upon the spin-off and has been serving as its President since June
1999. From June 1997 to May 1999, he was Executive Vice President and General
Manager of Packaging's specialty packaging and consumer products

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<PAGE> 94

units. Prior to joining Packaging in 1994, Mr. Wambold was Executive Vice
President of Case Corporation's construction equipment and worldwide parts
business.

EXECUTIVE OFFICERS

The following table provides information concerning the persons who will
serve as executive officers of Packaging upon completion of the spin-off. Each
of the named persons has been, or before the spin-off will be, elected to the
office indicated opposite his name. The executive officers will serve at the
discretion of Packaging's Board. Officers are elected at the annual meeting of
directors held immediately following the annual meeting of shareowners.

<TABLE>
<CAPTION>
AGE AT
NAME JUNE 30, 1999 POSITION
---- ------------- --------
<S> <C> <C>
Richard L. Wambold............. 47 Chief Executive Officer
Senior Vice President -- Protective and Flexible
Paul J. Griswold............... 47 Packaging
James V. Faulkner, Jr. ........ 55 Vice President and General Counsel
James D. Morris................ 45 Vice President and GM Operations
Vice President -- Supermarket and Foodservice
Peter J. Lazaredes............. 48 Packaging
Andrew A. Campbell............. 53 Vice President and Chief Financial Officer
</TABLE>

RICHARD L. WAMBOLD -- See "-- Board of Directors," above, for information
concerning Mr. Wambold.

PAUL J. GRISWOLD -- Mr. Griswold was named Senior Vice
President -- Protective and Flexible Packaging in May 1997. Since joining
Packaging in 1994, he has held various senior management positions in
Packaging's protective and flexible packaging units. With over 20 years of
packaging-related experience, Mr. Griswold began his career at International
Paper Company, holding positions in sales, marketing and operations, and was
later Vice President, Packaging for Pepsi Cola International.

JAMES V. FAULKNER, JR. -- Mr. Faulkner joined Packaging in 1995 as its Vice
President and General Counsel. Prior to that he was Vice President -- Law for
Tenneco. Mr. Faulkner began his legal career with Lord, Day & Lord and was later
Associate General Counsel of Union Pacific Corporation and Senior Vice President
of USPCI, a wholly owned subsidiary of Union Pacific. He has 25 years experience
in staff and operational legal positions.

JAMES D. MORRIS -- Mr. Morris will be Vice President and GM Operations upon
the spin-off. Since 1995 he has held various senior management positions in
Packaging's specialty packaging unit, including oversight of manufacturing,
engineering and product development. He also has responsibility for the sales,
marketing and business planning of the processor packer operations of the
specialty packaging unit. Mr. Morris joined Packaging in connection with its
1995 acquisition of Mobil Plastics. He spent 20 years with Mobil in assignments
which included manager of polyethylene manufacturing, regional manufacturing
manager and plant manager.

PETER J. LAZAREDES -- Mr. Lazaredes will be Vice President -- Supermarket
and Foodservice Packaging upon the spin-off. Since 1996 he has held various
senior management positions in Packaging's speciality packaging unit, including
responsibility for the marketing and sales of rigid and flexible containers to
the foodservice and institutional markets. Mr. Lazaredes joined Packaging in
1996 from Amoco Foam Products where he was General Manager of the tableware
business unit from 1992. He spent 15 years with Amoco in sales and marketing
positions for packaging, fabrics and fibers divisions.

ANDREW A. CAMPBELL -- Mr. Campbell will be Vice President and Chief
Financial Officer upon the spin-off. Since May 1999 he has served as Acting
Chief Financial Officer and Financial Consultant of Foamex International Inc.
Prior to that, he served as Executive Vice President, Finance and Administration
and Chief Financial Officer of Dominick's Supermarkets Inc. from July 1998 to
November 1998. Prior to that, Mr. Campbell had been Senior Vice President,
Finance and Chief Financial Officer for

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<PAGE> 95

Safety Kleen Corporation from April 1997 to June 1998. Prior to that, Mr.
Campbell was President of Duplex Products, Inc. from 1995 to May 1996 and Vice
President, Finance and Chief Financial Officer of that company from November
1994 to 1995.

STOCK OWNERSHIP OF MANAGEMENT

The following table shows, as of June 30, 1999, the number of shares of
Tenneco common stock beneficially owned by: (1) each person who will be a
director of Packaging upon the spin-off; (2) each person who is named in the
Summary Compensation Table for Packaging, below; and (3) all persons who will be
directors or executive officers of Packaging upon the spin-off, as a group. The
table also shows: (a) Tenneco common stock equivalents held by these directors
and executive officers under benefit plans; and (b) the total number of shares
of Tenneco common stock and common stock equivalents held. Upon the spin-off,
holders of Tenneco common stock will receive one share of Packaging common stock
for each share of Tenneco common stock held.

<TABLE>
<CAPTION>
SHARES OF TENNECO TOTAL TENNECO
TENNECO COMMON STOCK COMMON STOCK SHARES AND
DIRECTORS OWNED(1)(2)(3) EQUIVALENTS(4) EQUIVALENTS
- --------- -------------------- -------------- -------------
<S> <C> <C> <C>
Mark Andrews......................... 14,155 1,600 15,755
Larry D. Brady....................... 2,000 3,381 5,381
Dana G. Mead......................... 765,821 44,737 810,558
Roger B. Porter...................... 2,000 3,420 5,420
Paul T. Stecko....................... 314,362 -- 314,362
Richard L. Wambold................... 90,872 -- 90,872
EXECUTIVE OFFICERS
Paul J. Griswold..................... 34,574 -- 34,574
James V. Faulkner, Jr................ 22,086 -- 22,086
James D. Morris...................... 27,827 -- 27,827
Peter J. Lazaredes................... 17,147 -- 17,147

All executive officers and directors
as a group......................... 1,290,844(5) 53,138 1,343,982(5)
</TABLE>

- ---------------
(1) Each director and executive officer has sole voting and investment power
over the shares beneficially owned, or has the right to acquire shares as
described in note (2) below, as set forth in this column, except for: (a)
restricted shares; and (b) shares that executive officers and directors have
the right to acquire pursuant to stock options. Generally, Tenneco
restricted shares will be vested prior to the spin-off. In connection with
the spin-off the Tenneco stock options held by the executive officers listed
above will be replaced with Packaging stock options which have equivalent
economic terms. Tenneco stock options held by directors will be replaced in
the same manner, except that one-half of the options held by Messrs. Mead,
Andrews and Porter will continue as Tenneco options, adjusted to maintain
equivalent economic terms upon the spin-off, and options held by Mr. Stecko
will terminate unless exercised prior to the spin-off.

(2) Includes restricted shares. At June 30, 1999, Messrs. Andrews, Mead,
Wambold, Griswold, Morris and Lazaredes held 6,547; 66,025; 15,000; 10,000;
5,000; and 5,000 restricted shares, respectively. Also includes shares that
are subject to options which are exercisable within 60 days of June 30, 1999
for Messrs. Andrews, Brady, Mead, Porter, Stecko, Wambold, Griswold,
Faulkner, Morris and Lazaredes to purchase 2,000; 2,000; 616,176; 2,000;
288,814; 49,077; 19,357; 19,312; 14,993; and 8,603 shares, respectively.

(3) Less than one percent of the outstanding shares of Tenneco common stock.

(4) Common stock equivalents are distributed in shares of Tenneco common stock
or, in some circumstances, cash after the individual ceases to serve as a
director or officer. Common stock equivalents held by directors who are not
employees of Tenneco will be vested and distributed prior to the spin-off.
Mr. Mead's stock equivalent units are credited to his account under the
Tenneco Inc. Deferred Compensation Plan and are, therefore, already vested.

(5) Includes 1,022,332 shares that are subject to options that are exercisable
within 60 days of June 30, 1999, by all executive officers and directors as
a group, and includes 107,572 restricted shares for all executive officers
and directors as a group.

COMMITTEES OF THE BOARD OF DIRECTORS

The Packaging Board will establish three standing committees as permitted
by its by-laws, which will have the following described responsibilities and
authority:
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<PAGE> 96

The Audit Committee, comprised solely of outside directors, will have the
responsibility, among other things, to: (1) recommend the selection of
Packaging's independent public accountants; (2) review and approve the scope of
the independent public accountants' audit activity and extent of non-audit
services; (3) review with management and such independent public accountants the
adequacy of Packaging's basic accounting system and the effectiveness of
Packaging's internal audit plan and activities; (4) review with management and
the independent public accountants Packaging's certified financial statements
and exercise general oversight of Packaging's financial reporting process; and
(5) review with Packaging litigation and other legal matters that may affect
Packaging's financial condition and monitor compliance with Packaging's business
ethics and other policies.

The Compensation/Nominating/Governance Committee, comprised solely of
outside directors, will have the responsibility, among other things, to: (1)
establish the salary rate of officers and employees of Packaging and its
subsidiaries; (2) examine periodically the compensation structure of Packaging;
and (3) supervise the welfare and pension plans and compensation plans of
Packaging. It will also have significant corporate governance responsibilities,
among other things, to: (a) review and determine the desirable balance of
experience, qualifications and expertise among members of the Packaging Board;
(b) review possible candidates for membership on the Packaging Board and
recommend a slate of nominees for election as directors at Packaging's annual
stockholders' meeting; (c) review the function and composition of the other
committees of the Packaging Board and recommend membership on these committees;
and (d) review the qualifications and recommend candidates for election as
officers of Packaging.

The Three-year Independent Director Evaluation Committee, comprised solely
of outside directors, will have the responsibility, among other things, to
review Packaging's qualified offer rights plan, which will be adopted prior to
the spin-off, at least every three years and, if it deems it appropriate,
recommend that the full Packaging Board modify or terminate that plan.

EXECUTIVE COMPENSATION

The following table shows the compensation paid by Tenneco and/or its
direct and indirect subsidiaries, including Packaging, for 1998 to: (1) the
person who will become the Chief Executive Officer of Packaging upon the
spin-off; and (2) each of the persons who will be included among the four most
highly compensated executive officers of Packaging upon the spin-off, based on
1998 compensation, other than the Chief Executive Officer. The table shows the
amounts paid to these persons for all services

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<PAGE> 97

provided to Tenneco and its subsidiaries, including Packaging. Mr. Campbell had
no compensation from Tenneco and its subsidiaries prior to 1999.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------------
-------------------------------------- RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(1) BONUS COMPENSATION(2) AWARDS(3) OPTIONS(4) COMPENSATION(5)
--------------------------- --------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Wambold......................... $355,472 $220,000 $152,685 $187,800 45,000 $11,643
Chief Executive Officer
Paul J. Griswold........................... $275,500 $125,000 $ 31,165 $187,800 20,000 $ 9,812
Senior Vice President --
Protective and Flexible Packaging
James V. Faulkner, Jr. .................... $266,568 $ 82,000 $ 25,760 -- 10,000 $17,674
Vice President and
General Counsel
James D. Morris............................ $206,004 $115,000 $ 29,405 $187,800 20,000 $14,139
Vice President and
GM Operations
Peter J. Lazaredes......................... $182,773 $ 73,000 $ 30,730 $177,800 20,000 $12,704
Vice President --
Supermarket and
Foodservice Packaging
</TABLE>

- ---------------
(1) Includes base salary plus amounts paid in lieu of matching contributions to
the Tenneco Thrift Plan.

(2) Includes amounts attributable to: (a) the value of personal benefits
provided by Tenneco to executive officers, such as the personal use of
Tenneco-owned property and relocation expenses; (b) reimbursement for taxes;
and (c) amounts paid as dividend equivalents on performance share equivalent
units ("Dividend Equivalents"). The amount of each personal benefit that
exceeds 25% of the estimated value of the total personal benefits provided
by Tenneco, reimbursement for taxes, and amounts paid as Dividend
Equivalents to the individuals named in the table for 1998 was as follows:
$58,908 in relocation expenses, $47,171 for reimbursement of taxes, $15,600
in Dividend Equivalents and $30,000 perquisite allowance for Mr. Wambold;
$342 for reimbursement of taxes, $10,320 in Dividend Equivalents and $20,000
perquisite allowance for Mr. Griswold; $5,760 in Dividend Equivalents and
$20,000 perquisite allowance for Mr. Faulkner; $6,600 in Dividend
Equivalents and $20,000 perquisite allowance for Mr. Morris; and $17,530 in
relocation expenses, $1,200 in Dividend Equivalents and $12,000 perquisite
allowance for Mr. Lazaredes.

(3) Includes the dollar value of grants of restricted shares based on the price
of Tenneco common stock on the date of grant. At December 31, 1998, Messrs.
Wambold, Griswold, Faulkner, Morris and Lazaredes held 28,000; 18,600;
4,800; 10,500; and 6,000 restricted shares and/or performance share
equivalent units, respectively. The value at December 31, 1998, based on a
per share/ equivalent unit price of $34.063 on that date, of all restricted
shares/performance units held was $953,764 for Mr. Wambold, $633,572 for Mr.
Griswold, $163,502 for Mr. Faulkner, $357,662 for Mr. Morris and $204,378
for Mr. Lazaredes. Generally, restricted shares and performance share
equivalent units will be vested prior to the spin-off. Dividends/Dividend
Equivalents will be paid on the restricted shares/performance share
equivalent units held by each individual.

(4) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be replaced with options to purchase Packaging
common stock, the number and exercise price of which will be adjusted so
that the new Packaging options have equivalent economic terms as the old
Tenneco options.

(5) Includes amounts attributable during 1998 to benefit plans of Tenneco as
follows:

(a) The amounts contributed pursuant to Tenneco's Thrift Plan for the
accounts of Messrs. Wambold, Griswold, Faulkner, Morris and Lazaredes
were $10,000; $6,650; $8,000; $10,000; and $10,000, respectively.

(b) The dollar values paid by Tenneco for insurance premiums under the
Tenneco group life insurance plan, including dependent life, for Messrs.
Wambold, Griswold, Faulkner, Morris and Lazaredes were $1,643; $3,162;
$9,674; $4,139 and $2,704, respectively.

Packaging anticipates that, at the time of the spin-off, the annual salary
of Messrs. Wambold and Griswold will be increased to $600,000 and $325,000,
respectively, and that bonus targets after the spin-off will be adjusted and may
result in higher bonuses for some or all of the persons named in the Summary
Compensation Table.

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<PAGE> 98

Packaging also anticipates making a grant of stock options immediately
following the spin-off. This grant is intended to represent a three-year award.
Messrs. Wambold, Griswold, Faulkner, Morris and Lazaredes are expected to
receive options to purchase 750,000, 300,000, 200,000, 200,000 and 200,000
shares of Packaging common stock, respectively.

Packaging anticipates that in 2000, Messrs. Wambold, Griswold, Faulkner,
Morris and Lazaredes will be granted 30,000, 15,000, 10,000, 10,000, and 10,000
performance share equivalent units, respectively.

OPTIONS GRANTED IN 1998

The following table shows the number of options to purchase Tenneco common
stock that were granted by Tenneco during 1998 to the persons named in the
Summary Compensation Table above.

<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON TOTAL
STOCK OPTIONS GRANTED
UNDERLYING TO TENNECO
OPTIONS EMPLOYEES EXERCISE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) IN 1998 (%) PRICE($)(2) DATE PRESENT VALUE(3)
- ---- ------------- --------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Mr. Wambold..................... 45,000 2.6% $36.63 2008 $463,050
Mr. Griswold.................... 20,000 1.1% $36.63 2008 $205,800
Mr. Faulkner.................... 10,000 .5% $36.63 2008 $102,900
Mr. Morris...................... 20,000 1.1% $36.63 2008 $205,800
Mr. Lazaredes................... 10,000 .5% $36.63 2008 $102,900
10,000 .5% $37.31 2018 $104,500
</TABLE>

- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be replaced with options to purchase Packaging
common stock, the number and exercise price of which will be adjusted so
that the new Packaging options have equivalent economic terms to the old
Tenneco options.

(2) All options were granted with exercise prices equal to 100% of the fair
market value of a share of Tenneco common stock on the date of grant.

(3) The Black-Scholes valuation was performed using the following assumptions:
25.6% volatility, 5.7% risk free interest rate, 3.2% expected dividend rate
and 10 year option life. Mr. Lazaredes' option grant that expires in 2018 is
valued assuming that such options are exercised by the 10th year.

OPTIONS AT 1998 YEAR-END

The following table shows the number of options to purchase Tenneco common
stock held as of December 31, 1998 by the persons named in the Summary
Compensation Table above. No Tenneco options were exercised in 1998, and there
were no in-the-money options as of December 31, 1998.

<TABLE>
<CAPTION>
TOTAL NUMBER OF
UNEXERCISED OPTIONS HELD
AT DECEMBER 31, 1998(1)
-------------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
Mr. Wambold................................................. 29,820 107,023
Mr. Griswold................................................ 10,949 58,109
Mr. Faulkner................................................ 14,043 31,501
Mr. Morris.................................................. 6,662 48,330
Mr. Lazaredes............................................... 5,269 19,634
</TABLE>

LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN 1998

The following table shows information concerning performance-based awards
made to the persons named in the Summary Compensation Table, above, during 1998
by Tenneco.

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<PAGE> 99

<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER ESTIMATED FUTURE PAYOUTS
SHARES, UNITS PERIOD UNTIL UNDER NON-STOCK PRICE BASED PLANS(1)
OR OTHER MATURATION OR ---------------------------------------
NAME RIGHTS(1)(2) PAYOUT(3) THRESHOLD(4) TARGET(4) MAXIMUM(4)
- ---- ------------- ------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Wambold.................. 6,500 4 years 25% 100% 150%
Mr. Griswold................. 5,000 4 years 25% 100% 150%
Mr. Faulkner................. 2,400 4 years 25% 100% 150%
Mr. Morris................... 3,000 4 years 25% 100% 150%
Mr. Lazaredes................ 1,000 4 years 25% 100% 150%
</TABLE>

- ---------------
(1) Estimated future payouts are based on earnings per share ("EPS") from
continuing operations; however, generally, performance share equivalent
units will be deemed to be earned at the target level and vested prior to
the spin-off.

(2) Each performance share equivalent unit represents one share of Tenneco's
common stock that may be earned and the number of performance share
equivalent units listed in this column represents the maximum number of
performance share equivalent units that may be earned under this award.

(3) Performance share equivalent units are earned at the rate of 25% per year
based on achievement of annual EPS goals; however, generally performance
share equivalent units will be deemed to be earned at the target level and
vested prior to the spin-off.

(4) Represents maximum performance share equivalent units earned where the goals
were consistently within the indicated performance range on an individual
year and accumulated four-year basis; however, generally performance share
equivalent units will be deemed to be earned at the target level and vested
prior to the spin-off.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
-------------------------------------------------------------------------
ANNUAL REMUNERATION 5 10 15 20 25 30 35
- ------------------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000............. $19,642 $ 39,285 $ 58,928 $ 78,571 $ 98,214 $117,857 $137,500
300,000............. 23,571 47,142 70,714 94,285 117,857 141,428 165,000
350,000............. 27,500 55,000 82,500 110,000 137,500 165,000 192,500
400,000............. 31,428 62,857 94,285 125,714 157,142 188,571 220,000
450,000............. 35,357 70,714 106,071 141,428 176,785 212,142 247,500
500,000............. 39,285 78,571 117,857 157,142 196,428 235,714 275,000
550,000............. 43,214 86,428 129,642 172,857 216,071 259,285 302,500
600,000............. 47,142 94,285 141,428 188,571 235,714 282,857 330,000
650,000............. 51,071 102,142 153,214 204,285 255,357 306,428 357,500
700,000............. 55,000 110,000 165,000 220,000 275,000 330,000 385,000
</TABLE>

- ---------------
(1) The benefits shown above are computed as a straight life annuity and are
based on years of credited participation and the employee's average
compensation, which is salary and bonus. These benefits are not subject to
any deduction for Social Security or other offset amounts. The years of
credited participation for Messrs. Wambold, Griswold, Faulkner, Morris and
Lazaredes are 21, 4, 5, 24 and 18, respectively. See the Summary
Compensation Table above for salary and bonus information for these
individuals.

(2) If Mr. Wambold completes five years of service in the period commencing
January 1, 1997, he will be entitled to benefits commencing at age 55
determined by multiplying his average salary plus bonus, determined over a
three-year period, by 25% plus 2.5% for each year of service in the period
commencing January 1, 1997, up to a maximum of 50%. Mr. Faulkner is entitled
to special early retirement benefits and, if he remains with Packaging
through December 31, 2002, his benefit will be determined by adding three
years of participation and age to his actual participation and age.

COMPENSATION OF DIRECTORS

Fee Structure. Following the spin-off, each director who is not also an
employee of Packaging or its subsidiaries, an "outside director," will be paid a
yearly retainer fee of $35,000 for service on the

99
<PAGE> 100

Packaging Board of Directors. In general, 100% of that fee will be paid in the
form of stock-settled common stock equivalents, as described below. A director
may elect, however, to have up to 40%, or $14,000, of the fee paid in cash.
These outside directors will also receive cash attendance fees and committee
chair and membership fees, and reimbursement of their expenses for attending
meetings of the Board of Directors. Outside directors will receive $1,000 for
each meeting of the Board of Directors attended, and each one who serves as a
Chairman of the Audit Committee or the Compensation/ Nominating/Governance
Committee will be paid a fee of $7,000 per chairmanship. Outside directors who
serve as members of these committees will be paid $4,000 per committee
membership. Members of the Three-year Independent Director Evaluation Committee
will receive $1,000 plus expenses for each meeting of that committee attended.

Common Stock Equivalents/Options. As described above, all or a portion of
an outside director's retainer fee will be paid in common stock equivalent
units. These directors' stock equivalents will be payable in shares of
Packaging's common stock after an outside director ceases to serve as a director
of Packaging. Final distribution of these shares may be made either in a lump
sum or in installments over a period of years. The directors' stock equivalents
are issued at 100% of the fair market value on the date of the grant. Each
outside director will also receive an annual grant of an option to purchase up
to 3,000 shares of Packaging common stock as additional incentive compensation.
Directors options: (a) will be granted with per share exercise prices equal to
100% of the fair market value of a share of Packaging common stock on the day
the option is granted; (b) will have terms of ten years; and (c) will fully vest
six months from the grant date. Once vested, the directors options will be
exercisable at any time during the option term.

Packaging expects that restricted shares of Tenneco common stock and
directors' stock equivalents held by outside directors will be vested prior to
the completion of the spin-off, and these directors will be paid an amount in
cash to defray taxes incurred on that vesting.

Deferred Compensation Plan. Packaging will have a voluntary deferred
compensation plan for outside directors. Under this plan, an outside director
may elect, prior to the commencement of the next calendar year, to have some or
all of the cash portion, that is, up to 40% or $14,000, of his or her retainer
fee and some or all of his or her meeting fees credited to a deferred
compensation account. The plan will provide these directors with various
investment options. The investment options will include stock equivalent units
of Packaging common stock, which may be paid out in either cash or shares of
Packaging's common stock.

TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Packaging will maintain a key executive change-in-control severance benefit
plan similar to the existing Tenneco plan and incorporating some provisions of
the Tenneco benefits protection trust. The purpose of the plan is to enable
Packaging to continue to attract, retain and motivate highly qualified employees
by eliminating, to the maximum practicable extent, any concern on the part of
those employees that their job security or benefit entitlements will be
jeopardized by a "change-in-control" of Packaging, as that term will be defined
in the plan. The plan will be designed to achieve this purpose through the
provision of severance benefits for key employees and officers whose positions
are terminated following a change-in-control, as provided in the plan. Under the
plan, Packaging expects that Messrs. Wambold, Griswold, Faulkner, Morris and
Lazaredes would have become entitled to receive payments from Packaging in the
amount of $2,040,000, $1,305,000, $1,146,999, $1,115,001 and $999,000,
respectively, had their positions been terminated on August 31, 1999 following a
change-in-control, based on their current 1999 salaries of $450,000, $300,000,
$285,000, $260,000 and $260,000, respectively. In addition, restricted shares
held in the name of those individuals under the restricted stock plans Packaging
will adopt would have automatically reverted to Packaging, and Packaging would
have been obliged to pay those individuals the fair market value of the shares.
Their performance share equivalent units would also have been fully vested and
paid. The spin-off does not constitute a "change-in-control" of Tenneco or
Packaging for purposes of the Tenneco or Packaging change-in-control severance
benefit plans. The Tenneco benefits protection trust will be terminated prior to
the spin-off.
100
<PAGE> 101

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon the spin-off, Messrs. Wambold and Griswold will be granted Packaging
restricted stock with a value on the grant date equal to the pre-spin-off value
of 25,000 and 15,000 shares of Tenneco common stock, respectively. One-third of
such restricted stock will vest each year following the spin-off, assuming that
the grantee remains employed through that date.

In connection with the spin-off, Mr. Mead will resign as Chief Executive
Officer of Tenneco, and he is expected to enter into a revised agreement. Under
that agreement, it is expected that: (1) Mr. Mead will be paid an amount
equivalent to three times the total of his annual salary plus bonus; (2) if
certain performance goals are met, he will be entitled to an adjusted target
bonus for 1999 prorated through the date of his separation; (3) his stock
options will be made exercisable, one-half will be replaced by Packaging options
and one-half will continue as Automotive options (the number and exercise price
of such options being determined under the generally applicable rules to be
applied in connection with the spin-off and which maintain the economic
equivalent of the currently outstanding options); (4) for purposes of Tenneco's
Supplemental Executive Retirement Plan, he will be treated as though he had
remained employed until age 65; and (5) he will be granted options to purchase
up to 50,000 shares of Packaging common stock and options to purchase up to
50,000 shares of Automotive common stock at the time of the spin-off. Mr. Mead's
agreement is with an entity which will be a subsidiary of Packaging after the
spin-off and the expense associated therewith is included in the spin-off
expenses and is part of the debt realignment.

During 1999, Mr. Mead was indebted to an affiliate of Tenneco in connection
with a relocation loan of approximately $400,000. In September 1999, that
obligation was canceled.

BENEFIT PLANS FOLLOWING THE SPIN-OFF

Packaging will succeed to sponsorship of the Tenneco Retirement Plan and
the Tenneco Thrift Plan. These plans are qualified under Section 401(a) of the
Code. The Tenneco Retirement Plan is a defined benefit pension plan. The Tenneco
Thrift Plan is comprised of 401(k) plans with employer matching contributions as
specified in the plans. Packaging will also continue its sponsorship of a
defined benefit pension plan covering hourly employees.

Packaging will also succeed to sponsorship of two non-qualified deferred
compensation plans as to its employees or directors: (1) the 1997 Tenneco Inc.
Board of Directors Deferred Compensation Plan; and (2) the Tenneco Inc. Deferred
Compensation Plan. Packaging will succeed to liabilities for benefits under the
Tenneco Inc. Supplemental Executive Retirement Plan as to all participants other
than those who are employees or former employees of Automotive. The 1997 Tenneco
Inc. Board of Directors Deferred Compensation Plan and the Tenneco Inc. Deferred
Compensation Plan will be merged as of the spin-off. All of these plans are
unfunded; however, Packaging will establish one or more rabbi trusts, from which
assets may be available to pay benefits in specified circumstances.

Packaging will adopt an executive incentive compensation plan similar to
Tenneco's plan to provide annual cash bonuses to eligible employees.

Packaging may adopt an employee stock purchase plan similar to the one
maintained by Tenneco, under which approximately 4,000,000 shares of Packaging
common stock would be available for purchase. Tenneco will approve the adoption
of such a plan as Packaging's sole stockholder prior to the spin-off.

Packaging will adopt a plan calling for the grant of stock options,
restricted stock, performance share equivalent units and other stock rights
patterned after the 1996 Tenneco Inc. Stock Ownership Plan. Approximately
24,000,000 shares of Packaging common stock will be available for grant under
this plan. This plan will be approved by Tenneco as Packaging's sole stockholder
prior to the spin-off.

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<PAGE> 102

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following review of Packaging's financial condition and results of
operations should be read in conjunction with the Combined Financial Statements
of The Businesses of Tenneco Packaging, and the related notes, presented on
pages F-1 through F-31. Packaging includes the assets, liabilities and
operations of Tenneco's specialty packaging and paperboard packaging businesses
as well as Tenneco's corporate and administrative service operations.

STRATEGIC ALTERNATIVES ANALYSIS

In July 1998, Tenneco's Board of Directors authorized management to develop
a broad range of strategic alternatives which could result in the separation of
the automotive, paperboard packaging, and specialty packaging businesses. As
part of that strategic alternatives analysis, Tenneco has taken the following
actions:

- In January 1999, Packaging reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint
venture with an affiliate of Madison Dearborn Partners, Inc. The
contribution of the containerboard assets to the joint venture was
completed in April 1999. Packaging received consideration of cash and
debt assumption totaling approximately $2 billion and a 45 percent common
equity interest in the joint venture valued at approximately $200
million. Packaging now owns a 43 percent common equity interest due to
subsequent management equity issuances.

- In April 1999, Packaging reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operation, to
Caraustar Industries. This transaction closed in June 1999.

- Also in April 1999, Tenneco announced that its Board of Directors had
approved the separation of its automotive and packaging businesses into
two separate, independent companies.

- In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture. In
September 1999, the joint venture, Packaging Corporation of America,
filed a registration statement for Packaging to sell its interest in a
registered public offering. Packaging expects the sale to be completed
before the spin-off discussed below.

The containerboard assets contributed to the new joint venture represented
substantially all of the assets of Packaging's paperboard packaging segment and
included four mills, 67 corrugated products plants, and an ownership or
controlling interest in approximately 950,000 acres of timberland. Before the
transaction, Packaging borrowed approximately $1.8 billion and used
approximately $1.2 billion of those borrowings to acquire assets used by the
containerboard business under operating leases and timber cutting rights and to
purchase containerboard business accounts receivable that had previously been
sold to a third party. The remainder of the borrowings was remitted to Tenneco
and used to repay a portion of short-term debt. Packaging then contributed the
containerboard business assets, subject to the new indebtedness and the
containerboard business liabilities, to the joint venture in exchange for $247
million in cash and the 45 percent interest in the joint venture. As a result of
the sale transaction, Packaging recognized a pre-tax loss of $293 million, $178
million after-tax, or $1.07 per diluted common share. This loss was included in
discontinued operations in the first quarter of 1999.

As a result of the decision to sell Packaging's remaining interest in the
containerboard joint venture, Packaging's paperboard packaging segment is
presented as a discontinued operation in the Combined Financial Statements of
The Businesses of Tenneco Packaging contained elsewhere in this document. Refer
to Note 7 for further information.

The separation of Tenneco's automotive and packaging businesses will be
accomplished by the spin-off of the common stock of Packaging to Tenneco
shareowners. At the time of the spin-off, Packaging will include Tenneco's
specialty packaging business ("Specialty"), Tenneco's administrative services
operations, and the remaining interest in the containerboard joint venture if
the sale has not been completed. Tenneco and Packaging are, however, currently
analyzing the alternatives with respect to the administrative services
operations.

102
<PAGE> 103

Before the spin-off, Tenneco will realign substantially all of its existing
debt through some combination of tender offers, exchange offers, prepayments and
other refinancings. This debt realignment will be financed by internally
generated cash, borrowings by Tenneco under a new credit facility, the issuance
by Tenneco of senior subordinated notes and borrowings by Packaging under new
credit facilities. See "The Spin-off -- Debt Realignment." Tenneco currently
expects that, subject to discussions with debt rating agencies, Packaging's debt
will be rated investment grade and Automotive's debt will be rated non-
investment grade.

Also before the spin-off, Tenneco will restructure its existing businesses,
assets, and liabilities through a series of corporate restructuring
transactions. As Tenneco is currently organized, ownership of its subsidiaries
is based on geographic location and tax considerations rather than on the
businesses in which the subsidiaries are involved. Therefore, Tenneco will need
to restructure its existing businesses so that the assets, liabilities, and
operations of its packaging business and administrative services operations will
be owned by Packaging, and the assets, liabilities, and operations of its
automotive businesses will be owned by Tenneco.

The spin-off is subject to conditions, including formal declaration of the
spin-off by the Tenneco Board of Directors, Tenneco's receipt, and the continued
effectiveness, of a determination that the spin-off will be tax-free for U.S.
federal income tax purposes, and the successful completion of the debt
realignment and corporate restructuring transactions. In August 1999, Tenneco
received a letter ruling from the Internal Revenue Service that the spin-off
will be tax-free for U.S. federal income tax purposes to Tenneco and its
shareowners and as a result the specialty packaging segment is presented as a
discontinued operation in the accompanying financial statements. After
discontinuing the specialty packaging segment, Tenneco's sole continuing
operation is its Automotive segment. Refer to Notes to Combined Financial
Statements of The Businesses of Tenneco Packaging contained elsewhere in this
document for further information.

RESTRUCTURING AND OTHER CHARGES

In the fourth quarter of 1998, Tenneco's Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs in every part of Tenneco's business. As a result, Packaging
recorded a pre-tax charge to income from continuing operations of $32 million,
$20 million after-tax or $.12 per diluted common share. Of the pre-tax charge,
$10 million relates to operational restructuring plans and $22 million relates
to a staff and cost reduction plan.

The operational restructuring plans provide for Packaging to eliminate
production lines at two plants, exit four joint ventures, and eliminate 104
positions. The staff and cost reduction plan for Packaging involves the
elimination of 184 administrative positions in Packaging's business operations
and in Packaging's corporate operations including Tenneco's corporate operations
that will become a part of Packaging in connection with the spin-off.

The fixed assets for the production lines to be eliminated, as well as the
joint venture investments, were written down to their fair value, less costs to
sell, in the fourth quarter of 1998. Fair value for the production lines was
estimated at scrap value less removal costs. Fair value for the joint ventures
was determined to be zero as Packaging is relinquishing its interests in the
ventures. No significant net cash proceeds are expected to be received from the
ultimate disposal of these assets, which should be complete by the fourth
quarter of 1999. The effect of suspending depreciation for the production lines
is approximately $1 million on an annual basis.

As of December 31, 1998 and June 30, 1999, approximately 158 and 233
employees, respectively, had been terminated. This restructuring is being
executed according to Packaging's initial plan and Packaging expects to complete
all restructuring actions by the fourth quarter of 1999.

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<PAGE> 104

employees, and the closing of the Greenwich, Connecticut headquarters facility.
Tenneco reached an agreement to sell its headquarters facility in Greenwich, and
recorded an impairment charge in the first quarter of 1999, based on the selling
price less costs to sell. The carrying value of the facility before the
impairment was $43 million. Annual depreciation will be reduced by $3 million as
a result of the sale. The charge for this plan was recorded in Packaging's
corporate operations in the amount of $29 million pre-tax, $17 million
after-tax, or $.10 per diluted common share. Packaging collected approximately
$30 million in the second quarter of 1999 related to the sale of these assets.

Amounts related to the restructuring plans described above are shown in the
following table:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
-----------------------------------
1998 CHARGED BALANCE AT CHARGED BALANCE AT
RESTRUCTURING CASH TO ASSET DECEMBER 31, RESTRUCTURING CASH TO ASSET JUNE 30,
CHARGE PAYMENTS ACCOUNTS 1998 CHARGE PAYMENTS ACCOUNTS 1999
------------- -------- -------- ------------ ------------- -------- -------- ----------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Severance............... $20 $5 $-- $15 $16 $12 $-- $19
Asset impairments....... 12 -- 12 -- 13 -- 13 --
--- -- --- --- --- -- --- ---
$32 $5 $12 $15 $29 $12 $13 $19
=== == === === === == === ===
</TABLE>

Packaging expects to realize annual savings of $13 million related to the
operational restructuring plans and $40 million related to the fourth quarter
1998 staff and cost reduction plan. In addition, Packaging expects to realize
annual savings of $11 million related to its plan to realign its headquarters
functions. These annual savings will be fully realized upon completion of the
restructuring actions in the fourth quarter of 1999.

SIX MONTHS ENDED JUNE 30, 1999 AND 1998

RESULTS OF CONTINUING OPERATIONS

Net Sales and Operating Revenues

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------
1999 1998 % CHANGE
---- ---- --------
(MILLIONS)
<S> <C> <C> <C>
Specialty........................................... $1,404 $1,361 3%
Intergroup sales and other.......................... -- 10 NM
------ ------
$1,404 $1,371 2%
====== ======
</TABLE>

Packaging's revenue in its specialty segment increased by 3 percent over
the first half of 1998. The second half 1998 acquisitions of Sentinel and
Champion International's Belvidere, Illinois dual-ovenable paperboard tray
manufacturing facility generated $21 million of the revenue increase. Lower
prices due to lower raw material costs were offset by overall unit volume growth
of 8 percent. The largest increases were in North American protective packaging,
Hefty OneZip(R) bags, foodservice containers, disposable tableware and
industrial products.

Income Before Interest Expense, Income Taxes and Minority Interest
("Operating Income")

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1999 1998 % CHANGE
---- ---- --------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................ $ 190 $ 175 9%
Other................................................ (46) (2) NM
----- -----
$ 144 $ 173 (17%)
===== =====
</TABLE>

104
<PAGE> 105

Packaging's operating income in its specialty segment increased by $15
million over the comparable period of 1998. The second half 1998 acquisitions of
Sentinel and Champion International's Belvidere, Illinois dual-ovenable
paperboard tray manufacturing facility produced $4 million of operating income
during the first half of 1999. First half operating income also reflected $5
million of non-recurring Year 2000 and systems implementation costs, and $3
million of overhead costs related to the separation of the paperboard segment.
Adjusting for these two items, Specialty Packaging's operating income improved
by 13 percent. This improvement was driven by lower manufacturing costs and
strong unit volumes, partially offset by lags in passing through rising raw
material costs.

Packaging's "Other" operating loss for both periods reflects unallocated
corporate overhead and costs at Packaging's data center and administrative
services operations. In addition, the first half of 1999 includes a $29 million
charge recorded in the first quarter to realign Tenneco's headquarters functions
as discussed above in the "Restructuring and Other Charges" section.

Operating Income as a Percentage of Revenue

Operating income as a percentage of revenue for the first six months of
1999 and 1998 were as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998 % CHANGE
----- ----- ---------
<S> <C> <C> <C>
Specialty.............................................. 13.5% 12.9% 5%
Total.................................................. 10.3% 12.6% (18%)
</TABLE>

Specialty's operating income as a percentage of revenue increased as the
operating income of the segment grew at three times the rate of revenue growth.
On a consolidated basis, total operating income as a percentage of revenue
declined as the operating income decreased 17 percent while revenue grew 2
percent.

Excluding the first quarter 1999 restructuring charge, operating income as
a percentage of revenue was as follows:

Interest Expense, net of interest capitalized

Interest expense for the first half of 1999 was even with the first half of
1998. Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries. Accordingly, interest expense in each period includes an
allocation of interest on Tenneco corporate debt. This allocation was based, in
general, on the ratio of Packaging's net assets to Tenneco's consolidated net
assets plus debt. See Note 5 to the Combined Financial Statements of The
Businesses of Tenneco Packaging for a further discussion of the allocation of
Tenneco consolidated debt and interest expense to Packaging.

Income Taxes

Packaging's effective tax rate for the first half of 1999 was 31 percent,
compared to 35 percent in last year's period.

DISCONTINUED OPERATIONS AND EXTRAORDINARY CHARGE

Loss from discontinued operations in the first half of 1999 was $163
million, net of an income tax benefit of $102 million, or $.98 per diluted
common share. This included a loss on the contribution of the containerboard
assets of $178 million, net of an income tax benefit of $115 million, or $1.07
per diluted common share.

105
<PAGE> 106

Discontinued operations generated income of $37 million, net of income tax
expense of $25 million, or $.22 per diluted common share, during the first half
of 1998.

The current year's first six months also includes an extraordinary charge
to cover the cost of early retirement of debt in connection with the
contribution of the containerboard assets of $7 million, net of income tax
expense of $3 million, or $.04 per diluted common share.

See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging for a further discussion of discontinued operations.

OUTLOOK

See "Summary -- Recent Developments" for information concerning Packaging's
expectations for third quarter 1999 results of operations.

CHANGES IN ACCOUNTING PRINCIPLES

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," which establishes new
accounting and reporting standards for the costs of computer software developed
or obtained for internal use. This statement requires prospective application,
for fiscal years beginning after December 15, 1998. Packaging adopted SOP 98-1
on January 1, 1999. The impact of this new standard did not have a significant
effect on Packaging's financial position or results of operations.

In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement was effective for fiscal years beginning after
December 15, 1998. This statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Packaging previously
capitalized costs related to the start-up of new foreign operations and its
administrative service operations. Packaging adopted SOP 98-5 on January 1,
1999, and recorded an after-tax charge for the cumulative effect of this change
in accounting principle upon adoption of $32 million, net of a $9 million tax
benefit, or $.19 per diluted common share. The change in accounting principle
decreased the loss before cumulative effect of change in accounting principle by
$4 million, net of $2 million in income tax expense, or $.02 per diluted common
share, for the six months ended June 30, 1999. If the new accounting method had
been applied retroactively, net income for the six months ended June 30, 1998,
and the years ended December 31, 1998, 1997, and 1996, would have been lower by
$7 million, net of a $5 million income tax benefit, or $.04 per diluted common
share, $14 million, net of an $8 million tax benefit, or $.08 per diluted common
share, $7 million, net of a $3 million tax benefit, or $.04 per diluted common
share, and $7 million, net of a $4 million tax benefit, or $.04 per diluted
share, respectively.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement establishes new accounting and reporting
standards requiring that all derivative instruments, including derivative
instruments embedded in other contracts, be recorded in the balance sheet as
either an asset or liability measured at its fair value. The statement requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting treatment. This statement cannot be applied
retroactively and is effective for all fiscal years beginning after June 15,
2000. Packaging is currently evaluating the new standard but has not yet
determined the impact it will have on its financial position or results of
operations.

106
<PAGE> 107

EARNINGS PER SHARE

Packaging's income from continuing operations was $.31 per diluted common
share for the first half of 1999, compared to $.41 per diluted common share for
last year's first half. All references to earnings per share in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations are on a diluted basis unless otherwise noted. The current year's
period also included a loss from discontinued operations of $.98 per diluted
common share, a $.04 per share extraordinary loss on early retirement of debt in
connection with the contribution of the containerboard assets, and $.19 per
diluted common share of charges related to the cumulative effect of changes in
accounting principles noted above. First half 1998 included $.22 per diluted
common share of income from discontinued operations. Net income per diluted
common share was $.63 in the first half of 1998, as compared to a loss of $.90
per diluted common share in this year's period.

LIQUIDITY AND CAPITAL RESOURCES

Capitalization

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, %
1999 1998 CHANGE
-------- ------------ ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities........... $ 367 $ 595
Long-term debt................................... 1,494 1,312
Debt allocated to discontinued operations........ -- 548
------ ------ ---
Total debt.................................. 1,861 2,455 (24%)
Minority interest................................ 14 14 --%
Combined equity.................................. 1,340 1,776 (25%)
------ ------
Total capitalization........................ $3,215 $4,245 (24%)
====== ======
</TABLE>

Packaging's debt to total capitalization ratio was 57.8 percent at both
June 30, 1999, and December 31, 1998. Debt allocated from Tenneco to Packaging
declined due to the contribution by Packaging of its containerboard assets to
the joint venture.

Equity declined primarily as a result of the net loss for the first six
months, which included the loss on the containerboard assets as well as the
charge associated with the plan to realign the Greenwich, Connecticut
headquarters facility. See the Statements of Changes in Combined Equity in the
Combined Financial Statements of The Businesses of Tenneco Packaging contained
elsewhere in this document for a description of factors affecting equity.

In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture. Packaging
expects the sale to be completed before the spin-off, with the net proceeds used
to retire Tenneco debt that would otherwise be allocated to Packaging in the
debt realignment. If the sale occurs after the spin-off, the net proceeds will
be used to retire Packaging debt.

Cash Flows

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1999 1998
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ (45) $ 288
Investing activities...................................... (866) (221)
Financing activities...................................... 920 (66)
</TABLE>

Cash flow provided by continuing operating activities declined by $163
million for the first six months of 1999 compared to the same period in 1998,
primarily due to higher working capital levels. This was mainly attributable to
higher receivables, lower payables and a seasonal build in inventories during
the 1999 period.

107
<PAGE> 108

Cash flow from Tenneco's discontinued paperboard operations declined by
$170 million in the first six months of 1999 compared to the 1998 period. This
is primarily attributable to the purchase of containerboard business accounts
receivable in contemplation of the contribution of the containerboard business
to the joint venture in April 1999. Additionally, lower linerboard and medium
prices resulted in lower operating cash flow for the containerboard business.

Excluding the effects of the discontinued paperboard operations, cash used
by investing activities was lower during the first six months of 1999 by $127
million compared to the first six months of 1998. Reduced capital spending,
lower systems related expenditures and lower acquisition activity contributed to
the decline.

As described above, Packaging borrowed approximately $1.8 billion in the
second quarter in connection with the formation of the containerboard joint
venture and used approximately $1.2 billion of that amount to purchase leased
assets and timber cutting rights of that business. The remaining proceeds of
these borrowings, plus additional cash proceeds of approximately $306 million
from the containerboard and folding carton transactions, were used to retire
Tenneco's short-term debt in the second quarter. Accordingly, absent the
borrowings described above, cash used by financing activities was $840 million
for the first six months of 1999.

Packaging contributed the containerboard business to the new joint venture
subject to the approximately $1.8 billion in new debt. The debt reduction which
resulted from this contribution is shown on the statements of cash flows as a
non-cash financing activity.

Capital Commitments

Packaging estimates that expenditures aggregating approximately $110
million will be required after December 31, 1998, to complete facilities and
projects authorized at that date, and substantial commitments have been made in
connection with those projects.

Liquidity

Historically, Packaging's excess net cash flows from operating and
investing activities have been used by its parent, Tenneco, to meet consolidated
debt and other obligations. Conversely, when Packaging's cash requirements have
been in excess of cash flows from operations, Tenneco has utilized its
consolidated credit facilities to fund Packaging's obligations. Also, depending
on market and other conditions, Packaging has utilized external sources of
capital to meet specific funding requirements. Packaging's management believes
that, after the spin-off, Packaging's cash flows from operations combined with
available borrowing capacity under the new credit facilities described below,
will generally be sufficient to meet its future capital requirements for the
following year.

As described under "The Spin-off-Debt Realignment," Tenneco intends to
realign its debt before the spin-off. As part of this debt realignment,
Packaging will (1) issue the new securities in the exchange offers and (2) make
new borrowings under new credit facilities entered into in connection with the
spin-off. Funding under these financings will be subject to the satisfaction of
numerous conditions. Cash proceeds will be remitted to Tenneco to fund the debt
realignment.

The terms of the new public debt securities will be substantially identical
to the terms of the corresponding series of Tenneco's original securities for
which they are exchanged, except that (1) Packaging will be the issuer and (2)
the interest rates will be different. The terms of the new securities will not
restrict Packaging's ability to make dividends or capital expenditures or incur
additional unsecured debt. See "Description of the New Securities."

In addition, Packaging has entered into a five-year, $750 million long-term
revolving credit facility and a $250 million 364-day revolving credit facility
in connection with the spin-off. Initial borrowings under these facilities will
be used to fund a portion of the debt realignment. After the spin-off,
additional borrowings may be used for general corporate purposes. These
facilities do not include any general restrictions on Packaging's ability to pay
dividends or make capital expenditures. They do, however,
108
<PAGE> 109

include limitations on incurring liens and subsidiary debt, disposing of all or
substantially all of its assets and discontinuing its primary businesses. These
facilities require Packaging to comply with specified financial ratios, as well
as other customary covenants and agreements. Borrowings under these facilities
will bear interest at a floating rate based on LIBOR, adjusted for reserve
requirements, plus a specified margin, or based on a specified prime or
reference rate plus a specified margin, at Packaging's option. Borrowings under
these facilities may also bear interest based on competitive bids. See
"Description of Packaging -- New Financing" for further information.

A lender has committed to provide Packaging up to $1.5 billion of term loan
financing, which Packaging intends to use in the event it does not sell its
containerboard joint venture interest before the spin-off for general corporate
and other purposes. Although the terms of this financing have not been
finalized, Packaging expects that borrowings under this facility would be due 18
months after funding and bear interest at a floating rate based on LIBOR,
adjusted for reserve requirements, plus a specified margin or based on a
specified prime or reference rate plus a specific margin, at Packaging's option.
Packaging expects this financing would include covenants similar to those
described above for the revolving credit facilities. See "Description of
Packaging -- New Financing" for further information.

Before the spin-off Packaging expects to enter into a $175 million
syndicated lease facility with a third party lessor and various lenders, the
proceeds of which will be used to restructure or replace certain existing
operating leases and public warehouse arrangements and to facilitate additional
leasing arrangements for other operating facilities. Packaging expects that the
syndicated lease facility will contain customary terms and conditions, including
a residual value guarantee, default provisions and financial covenants.

ENVIRONMENTAL MATTERS

Packaging and a number 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 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 information. These
liabilities are included in the combined balance sheet at their undiscounted
amounts. Recoveries are evaluated separately from the liability and, when
assured, are recorded and reported separately from the associated liability in
the combined financial statements.

As of July 1, 1999, Packaging has been designated as a potentially
responsible party at three Superfund sites and it has estimated its share of the
liability at these sites to be approximately $2 million in the aggregate. In
addition, Packaging also may have liability to remediate several current or
former facilities and it has estimated its share of the remediation costs at
these facilities to be approximately $4 million in the aggregate. For both the
Superfund sites and its current and former facilities, Packaging has established
reserves that it believes are adequate for these costs. Although Packaging
believes its estimates of remediation costs are reasonable and based on the
latest information, the clean-up costs are estimates and are subject to revision
as more information becomes available about the extent of remediation required.
At certain sites, Packaging expects that other parties will contribute to the
remediation costs. In addition, at the Superfund sites, the Comprehensive
Environmental Response, Compensation and Liability Act provides that Packaging's
liability could be joint and several meaning that Packaging could be required to
pay in excess of its share of remediation costs. Packaging's understanding of
the financial strength of other potentially responsible parties at both the
Superfund sites and at its current and former facilities has been considered,
where appropriate, in Packaging's determination of its estimated liability.
Packaging
109
<PAGE> 110

believes that any adjustment to the costs associated with its current status as
a potentially responsible party at the Superfund sites or as a liable party at
its current or former facilities will not be material to its consolidated
financial position or results of operations.

Packaging estimates that its capital expenditures for environmental matters
for 1999 and 2000 will not be material.

DERIVATIVE FINANCIAL INSTRUMENTS

Foreign Currency Exchange Rate Risk

Packaging currently manages its exposure to changes in foreign currency
rates by making loans with a Tenneco affiliate in the functional currency of the
operating company concerned. The Tenneco affiliate then integrates all of
Tenneco's foreign currency denominated intercompany loans and enters into
foreign currency forward purchase and sale contracts to mitigate its net
exposure to changes in foreign exchange rates. This reduces Packaging's need to
enter into forward contracts with third parties. Packaging expects that,
following the spin-off, its use of foreign currency forward purchase and sale
contracts will increase.

Additionally, Packaging from time to time enters into foreign currency
forward purchase and sale contracts to mitigate its exposure to changes in
exchange rates on intercompany and third party trade receivables and payables.
Packaging does not currently enter into derivative financial instruments for
speculative purposes.

The administration of these activities is concentrated at a London-based
Tenneco affiliate. This affiliate enters into forward purchase and sell
contracts with Tenneco's operating divisions to hedge the divisions' exposure to
changes in foreign currency exchange rates. The affiliate then enters into
contracts with third parties to hedge Tenneco's consolidated exposure. At
December 31, 1998, Packaging had purchase contracts with this affiliate of
approximately one million dollars, primarily in U.S. dollars, and sell contracts
of approximately one million dollars, primarily in British pounds. At December
31, 1997, Packaging had purchase contracts of approximately two million dollars,
primarily in Belgian francs and German marks, and sell contracts of
approximately two million dollars, primarily in British pounds and French
francs. Packaging's purchase and sell contracts as of June 30, 1999 and December
31, 1998 were not materially different.

Interest Rate Risk

Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries. Tenneco's financial instruments that are sensitive to market risk
for changes in interest rates are its debt securities. Tenneco primarily uses
commercial paper to finance its short-term capital requirements. Since
commercial paper generally matures in three months or less, Tenneco pays a
current market rate of interest on these borrowings. Tenneco finances its
long-term capital requirements with long-term debt with original maturity dates
ranging up to 30 years. All of Tenneco's existing long-term debt obligations
have fixed interest rates. Consequently, Tenneco is not exposed to cash flow or
fair value risk from market interest rate changes on its long-term debt
portfolio.

Packaging's interest expense in each period includes an allocation of
interest on Tenneco corporate debt. The allocated interest expense carries with
it exposure to Tenneco's interest rate risk. The table

110
<PAGE> 111

below provides information about Tenneco's financial instruments that are
sensitive to interest rate risk as of December 31, 1998.

<TABLE>
<CAPTION>
Estimated Maturity Dates Fair Value at
-------------------------------------------------- December 31,
1999 2000 2001 2002 2003 THEREAFTER Total(b) 1998(a)
---- ---- ---- ---- ---- ---------- -------- -------------
(Millions Except Effective Interest Rates)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term (excluding current
maturities)......................... $821 $-- $ -- $ -- $-- $ -- $ 821 $ 821
Average effective interest rate..... 5.9% --% --% --% --% --%
Long-term debt (including current
maturities)......................... $250 $10 $187 $498 $ 7 $1,583 $2,535 $2,606
Average effective interest rate..... 6.4% 12.0% 6.8% 6.8% 11.2% 7.6%
</TABLE>

- -------------------------
(a) Fair value of short-term debt was considered to be the same as or was not
determined to be materially different from the carrying amount. The fair
value of fixed-rate long term debt was generally based on the market value
of Tenneco debt offered in open market exchanges at December 31, 1998.

(b) At December 31, 1998, short-term and long-term Tenneco debt allocated to
Packaging was $583 million and $1,291 million, respectively. Corporate debt
allocated to Packaging's discontinued operations was $548 million at
December 31, 1998.

Tenneco's financial instruments that are sensitive to interest rate risk as
of June 30, 1999 are not materially different from the table presented above. In
connection with the debt realignment, Packaging will enter into a new credit
facility which will be subject to interest rate risks.

In connection with the spin-off, the above described instruments, which are
sensitive to interest rate risk, are expected to be refinanced.

The statements and other information, including the tables, in this
"Derivative Financial Instruments" section constitute "forward-looking
statements."

YEAR 2000

Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use a two-digit date field.
Consequently, these systems, hardware and equipment will not be able to properly
recognize dates beyond the year 1999. This is referred to herein as the "Year
2000 issue". Packaging's significant technology transformation projects have
addressed the Year 2000 issue in those areas where replacement systems are being
installed for other business reasons. Where existing systems and equipment are
expected to remain in place beyond 1999, Packaging has a detailed process in
place to identify and assess Year 2000 issues and to remediate, replace or
establish alternative procedures addressing non-Year 2000 compliant systems,
hardware and equipment.

Packaging has substantially completed inventorying its systems and
equipment, including computer systems and business applications, as well as
date-sensitive technology embedded in its equipment and facilities. Packaging
continues to plan for and undertake remediation, replacement or establishment of
alternative procedures for non-compliant Year 2000 systems and equipment; and
test remediated, replaced or alternative procedures for systems and equipment.

Packaging believes that approximately 70 percent of its major business
applications systems and approximately 90 percent of its manufacturing equipment
had achieved Year 2000 compliance as of June 30, 1999. Packaging has confirmed
that none of its products are date-sensitive. Remediation, replacement or
establishment of alternative procedures for systems and equipment have been and
are being undertaken on a business priority basis. This is ongoing and was
completed at some locations in 1998 with the remainder expected to be completed
through the third quarter of 1999. Testing will occur in the same time frame.

Based upon current estimates, Packaging believes that costs to address Year
2000 issues and implement the necessary changes to its existing systems and
equipment, including costs incurred to date,

111
<PAGE> 112

will range from $25 to $30 million. As of June 30, 1999, approximately $17
million of the costs had been incurred. These costs are being expensed as they
are incurred, except that in some instances Packaging may determine that
replacing existing computer systems or equipment may be more effective and
efficient, particularly where additional functionality is available. These
replacements would be capitalized and would reduce the estimated expense
associated with Year 2000 issues.

Packaging has also contacted its major suppliers, financial institutions,
and others with whom it conducts business to determine whether they will be able
to resolve in a timely manner Year 2000 problems possibly affecting Packaging. A
majority of these entities, including critical suppliers, have responded by
advising as to the status of their efforts and by stating that they expect to
become Year 2000 compliant in a timely manner. Based on these responses,
critical suppliers have been assigned a risk rating. This process is ongoing.
Packaging intends to continue corresponding with critical high risk third
parties to obtain information and updates on their Year 2000 efforts, and to
assess new suppliers, financial institutions and others with whom it begins to
conduct business.

If Packaging is unable to complete on a timely and cost-effective basis the
remediation or replacement of critical systems or equipment not yet in
compliance, or develop alternative procedures, or if those with whom Packaging
conducts business are unsuccessful in implementing timely solutions, Year 2000
issues could have a material adverse effect on Packaging's financial condition
or results of operations. Possible worst case scenarios include interruptions in
Packaging's ability to manufacture its products, process and ship orders, and
bill and collect accounts receivable due to internal system failures or the
system failures of its suppliers or customers. Packaging believes it will be
able to timely resolve its own Year 2000 issues.

As part of its planning and readiness activities, Packaging is developing
Year 2000 contingency plans for critical business processes such as banking,
data center operations and just-in-time manufacturing operations. Contingency
plans are being developed on a business unit basis, where needed, to respond to
previously undetected Year 2000 problems and business interruption from
suppliers. Contingency plans will include alternative suppliers, as necessary,
as well as assuring the availability of key personnel at year end to address
unforeseen Year 2000 problems.

Prior to the spin-off, Tenneco's administrative services operation has been
assisting both Packaging and Automotive with their Year 2000 remediation,
replacement and testing activities. Except for mainframe testing, substantially
all of these Year 2000 assistance activities have been completed for Automotive.
Shortly after the spin-off, Packaging is scheduled to assist Automotive with the
completion of the mainframe testing.

EURO CONVERSION

The European Monetary Union resulted in the adoption of a common currency,
the "Euro," among eleven European nations. The Euro is being adopted over a
three-year transition period beginning January 1, 1999. In October 1997, Tenneco
established a cross-functional Euro Committee, comprised of representatives of
Tenneco's operational divisions, including Packaging, as well as its corporate
offices. That Committee had two principal objectives: (1) to determine the
impact of the Euro on Tenneco's business operations; and (2) to recommend and
facilitate implementation of those steps necessary to ensure that Tenneco would
be fully prepared for the Euro's introduction. As of January 1, 1999, Packaging
had implemented those Euro conversion procedures that it had determined to be
necessary and prudent to adopt by that date, and is on track to becoming fully
"Euro ready" on or before the conclusion of the three-year Euro transition
period. Packaging believes that the costs associated with transitioning to the
Euro will not be material to its combined financial position or the results of
its operations.

112
<PAGE> 113

YEARS 1998 AND 1997

RESULTS OF CONTINUING OPERATIONS

Packaging reported income from continuing operations of $82 million for the
year ended December 31, 1998, compared to $106 million for the same period in
1997. The 1998 figure includes a $20 million after-tax charge to reduce overhead
and manufacturing costs throughout every part of Packaging's business. Excluding
the restructuring charge, Packaging's income from continuing operations for the
1998 period was $102 million. The decline resulted from costs related to
Packaging's data center consolidation effort, offset by record results in the
Specialty segment. Higher interest expense and a higher tax rate also
contributed to the earnings decline.

Net Sales and Operating Revenues

<TABLE>
<CAPTION>
%
1998 1997 CHANGE
------ ------ ------
(MILLIONS)
<S> <C> <C> <C>
Specialty........................................... $2,785 $2,553 9%
Intergroup sales and other.......................... 6 10 (40%)
------ ------
$2,791 $2,563 9%
====== ======
</TABLE>

Packaging's revenue increase in its Specialty segment of $232 million
resulted primarily from full-year inclusion of the protective and flexible
packaging businesses acquired from N.V. Koninklijke KNP BT in 1997 and from the
May 1998 acquisition of Richter Manufacturing. The KNP BT businesses contributed
$160 million of incremental revenue in 1998 measured through the first
anniversary of their acquisition in late April 1997. Richter Manufacturing
revenue during 1998 was $39 million. The remaining revenue increase reflects
higher unit volumes in numerous product lines which more than offset lower
pricing.

Operating Income

The following table presents operating income by segment for the years 1998
and 1997:

<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty.............................................. $328 $308 6%
Other.................................................. (45) (2) NM
---- ----
$283 $306 (8%)
==== ====
</TABLE>

As described earlier in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, Packaging recorded a pre-tax
restructuring charge to income from continuing operations of $32 million, $20
million after-tax, in the fourth quarter of 1998. The restructuring charge
affected Packaging's segments as follows: Specialty -- $18 million and
Other -- $14 million.

Excluding these restructuring charges, a comparison of Packaging's 1998 and
1997 operating income is as follows:

<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................... $346 $308 12%
Other................................................... (31) (2) NM
---- ----
$315 $306 3%
==== ====
</TABLE>

Packaging's operating income increase in its Specialty segment reflected
$24 million from acquired businesses measured through the one-year anniversary
of their acquisitions, as well as higher unit volumes, primarily in Hefty
One-Zip(R), food service foam, and consumer tableware products. Lower raw
material

113
<PAGE> 114

costs approximately offset price reductions to customers. In addition, Specialty
incurred approximately $7 million in one-time costs related to an information
systems project in North America.

Packaging's operating loss in its "Other" segment increased in 1998 over
1997 levels primarily as a result of higher costs related to Packaging's data
center consolidation effort, which more than offset lower unabsorbed costs at
Packaging's administrative services operation.

Operating Income as a Percentage of Revenue

Operating income as a percentage of revenue for 1998 and 1997, including
the fourth quarter 1998 restructuring charge, were as follows:

<TABLE>
<CAPTION>
1998 1997 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty.................................................. 11.8% 12.1% (2%)
Total...................................................... 10.1% 11.9% (15%)
</TABLE>

The Specialty segment's operating income as a percentage of revenue
contracted as the growth rate of operating income, including the restructuring
charge, was 6 percent compared with the 9 percent growth rate of revenues. On a
consolidated basis, total operating income as a percentage of revenue contracted
even further, as the operating income, including both the restructuring charge
and the increased costs in the other segment, decreased 8 percent while revenue
grew 9 percent.

Excluding the fourth quarter 1998 restructuring charge, operating income as
a percentage of revenue for the same periods were as follows:

<TABLE>
<CAPTION>
1998 1997 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty.................................................. 12.4% 12.1% 2%
Total...................................................... 11.3% 11.9% (5%)
</TABLE>

Interest Expense, net of interest capitalized

Interest expense for 1998 was $9 million, or 7 percent, higher than for
1997. As described above, interest expense in each period includes an allocation
of interest on Tenneco corporate debt. This allocation was based, in general, on
the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. See Note 5 to the Combined Financial Statements of The Business of Tenneco
Packaging contained elsewhere in this document for a further discussion of the
allocation of Tenneco consolidated debt and interest expense to Packaging.

Income Taxes

Packaging's effective tax rate for 1998 was 45 percent, compared to 41
percent for 1997. The effective tax rate was higher than the statutory rate in
both periods primarily as a result of state and local income taxes.

DISCONTINUED OPERATIONS

Discontinued operations generated income of $57 million, net of income tax
expense of $38 million, or $.34 per diluted common share for 1998.

Discontinued operations generated income of $21 million, net of income tax
expense of $14 million, or $.12 per diluted common share during 1997.

Fourth quarter 1998 results from discontinued operations for the paperboard
packaging business includes a pre-tax charge of $14 million related to
Packaging's restructuring plan to reduce administrative and operational overhead
costs. The paperboard packaging restructuring plan involves closing four box
plants and the elimination of 78 positions at those plants.

114
<PAGE> 115

Income from the discontinued paperboard packaging business in 1998 also
included a $15 million pre-tax gain on the sale of its remaining 20 percent
interest in a recycled paperboard joint venture with Caraustar Industries and a
$17 million pre-tax gain on the sale of non-strategic timberland assets. In
1997, income from discontinued operations included a $38 million pre-tax gain on
refinancing of two containerboard mill leases and a $5 million pre-tax gain from
a timberland management transaction.

See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging contained elsewhere in this document for a further discussion
of discontinued operations.

CHANGES IN ACCOUNTING PRINCIPLES

As required by the FASB's Emerging Issues Task Force Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation," Packaging recorded an after-tax charge of $38 million, net of a
tax benefit of $24 million, or $.23 per diluted common share, in the fourth
quarter of 1997. EITF Issue 97-13 establishes the accounting treatment and an
allocation methodology for consulting and other costs incurred in connection
with information technology transformation efforts. This charge was reported as
a cumulative effect of change in accounting principle.

EARNINGS PER SHARE

Income from continuing operations was $.49 per diluted common share for
1998, compared to $.63 per diluted common share in 1997. Discontinued operations
provided income of $.34 and $.12 per diluted common share, for 1998 and 1997,
respectively. In 1997, Packaging also recorded a charge for the cumulative
effect of a change in accounting principle noted above of $.23 per diluted
common share, resulting in net income of $.52 per diluted common share, compared
to $.83 per diluted common share in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Capitalization

<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities............... $ 595 $ 158
Long-term debt....................................... 1,312 1,492
Debt allocated to discontinued operations............ 548 473
------ -------
Total debt.................................... 2,455 2,123 16%
Minority interest.................................... 14 15 (7%)
Combined equity...................................... 1,776 1,839 (3%)
------ -------
Total capitalization.......................... $4,245 $ 3,977 7%
====== =======
</TABLE>

Packaging's debt to capitalization ratio was 57.8 percent at December 31,
1998, compared to 53.4 percent at December 31, 1997. The increase in the ratio
is attributable to additional corporate debt allocated to Packaging from Tenneco
during 1998, as well as a decline in equity. See Note 5 to the Combined
Financial Statements of The Businesses of Tenneco Packaging for a further
discussion of the allocation of Tenneco consolidated debt and interest expense
to Packaging. See the Statements of Changes in Combined Equity of The Businesses
of Tenneco Packaging for a description of factors affecting equity.

115
<PAGE> 116

Cash Flows

<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ 577 $ 405
Investing activities...................................... (514) (654)
Financing activities...................................... (67) 239
</TABLE>

Cash flow from operating activities increased by $172 million from 1997 to
1998. Of this amount, $74 million was produced by continuing operations and $98
million was produced by discontinued operations. The increase from continuing
operations was primarily attributable to working capital, which increased
significantly during 1997 to support the growth in revenues over 1996 levels.
Working capital decreased slightly during 1998 as revenue growth moderated. Cash
flow from discontinued operations improved due to higher earnings in 1998
resulting from improved containerboard pricing.

Investing activities used $140 million less cash during 1998 than in 1997.
A significantly reduced level of acquisitions was partially offset by a higher
level of capital spending for discontinued operations. This increased spending
was primarily to acquire some leased timberlands in contemplation of the
separation of the containerboard assets from Packaging's other businesses.
Acquisitions in 1998 included: Champion International's dual-ovenable paperboard
tray manufacturing facility in Belvidere, Illinois; Richter Manufacturing and
Sentinel Products. In 1997, acquisitions related primarily to the protective and
flexible packaging businesses of KNP.

Financing activities used $67 million in 1998, compared to providing $239
million in 1997, a change of $306 million. Packaging retired $82 million less
debt during 1998. During 1998, Packaging remitted $56 million to Tenneco. During
1997, Tenneco contributed $331 million to Packaging.

YEARS 1997 AND 1996

RESULTS OF CONTINUING OPERATIONS

Net Sales and Operating Revenues

<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................. $2,553 $1,987 28%
Intergroup sales and other............................ 10 -- NM
------ ------
$2,563 $1,987 29%
====== ======
</TABLE>

Packaging experienced increases in revenues from its Specialty segment of
$566 million during 1997 over 1996. This growth was primarily generated by unit
volume sales growth and revenues earned by companies acquired in 1996 and 1997.
The protective and flexible packaging businesses acquired from KNP in late April
1997, along with revenues from the Amoco Foam products business calculated
through the first anniversary of its August 1996 acquisition, contributed $491
million to this revenue growth during 1997. Unit volume sales increases,
primarily in the consumer markets and clear plastic containers, accounted for
significant revenue increases as well. Partially offsetting revenue growth from
acquisitions and volumes was lower product pricing, reflecting lower raw
material prices, which negatively impacted revenues by $53 million.

116
<PAGE> 117

Operating Income

<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................... $308 $249 24%
Other................................................... (2) (15) NM
---- ----
$306 $234 31%
==== ====
</TABLE>

Packaging's higher operating income from its Specialty segment in 1997
resulted primarily from $76 million in operating income generated by the
protective and flexible packaging businesses acquired from KNP in late April
1997 and the Amoco Foam products acquisition calculated through the first
anniversary of its August 1996 acquisition. A portion of the 1997 earnings
increase from the foam products acquisition resulted from cost savings realized
by the integration of the acquired company into the Specialty segment's existing
business.

Packaging's operating loss in its "Other" segment increased in 1997
compared to 1996 before a charge of $17 million related to the acceleration of
employee benefits in connection with Tenneco's December 1996 corporate
reorganization. The increase resulted from a higher level of unallocated
administrative costs related to Packaging's administrative services operation,
which began operation in late 1996.

Operating Income as a Percentage of Revenue

Operating income as a percentage of revenue for 1997 and 1996 were as
follows:

<TABLE>
<CAPTION>
1997 1996 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty............................................... 12.1% 12.5% (3%)
Total................................................... 11.9% 11.8% 1%
</TABLE>

Specialty segment's operating income as a percentage of revenue contracted
from 1996 to 1997 as the growth rate of operating income was 24 percent compared
with the 28 percent growth rate of revenues. On a consolidated basis, total
operating income as a percentage of revenue expanded slightly, as the operating
income grew 31 percent while revenue grew 29 percent.

Interest Expense, net of interest capitalized

Interest expense for 1997 was $22 million or 22 percent higher than for
1996. As described above, interest expense in each period includes an allocation
of interest on Tenneco corporate debt. This allocation was based, in general, on
the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. See Note 5 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for a further discussion
of the allocation of Tenneco consolidated debt and interest to Packaging.

Income Taxes

Packaging's effective tax rate for 1997 was 41 percent, compared to 51
percent for 1996. The 1997 and 1996 effective tax rate was higher than the
statutory rate as a result of state and local income taxes.

DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS

Discontinued operations generated income of $21 million, net of income tax
expense of $14 million, or $.12 per diluted common share, during 1997.

Discontinued operations generated income of $71 million, net of income tax
expense of $47 million, or $.42 per diluted common share, for 1996.

Income from discontinued operations in 1997 included a $38 million pre-tax
gain which resulted from the refinancing of two containerboard mill leases.
Income from the discontinued paperboard packaging

117
<PAGE> 118

business in 1996 included a $50 million pre-tax gain on the sale of certain
recycled paperboard assets to a joint venture with Caraustar Industries and a
pre-tax charge of $6 million to reorganize Packaging's folding carton
operations.

The extraordinary loss reported in 1996 of $2 million, net of an income tax
benefit of $1 million, or $.01 per diluted common share, relates to premium paid
on early retirement of debt in anticipation of the corporate reorganization
effected in the fourth quarter of 1996.

See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for a further discussion
of discontinued operations.

EARNINGS PER SHARE

Income from continuing operations was $.63 per diluted common share in
1997, up from $.38 per diluted common share in 1996. Discontinued operations
produced income of $.12 and $.42 per diluted common share, for 1997 and 1996,
respectively. Packaging recorded the cumulative effect of a change in accounting
principle discussed above of $.23 per diluted common share, resulting in net
income of $.52 per diluted common share for 1997. Packaging also recorded an
extraordinary loss of $.01 per diluted common share in 1996, related to early
retirement of debt, resulting in net income per diluted common share of $.79.
Average shares of common stock outstanding increased slightly during 1997. For
further information regarding the calculation of earnings per share, see Note 3
to the Combined Financial Statements of The Businesses of Tenneco Packaging.

LIQUIDITY AND CAPITAL RESOURCES

Capitalization

<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities................ $ 158 $ 123
Long-term debt........................................ 1,492 1,073
Debt allocated to discontinued operations............. 473 394
------ ------
Total debt.................................. 2,123 1,590 34%
Minority interest..................................... 15 -- NM
Combined equity....................................... 1,839 1,843 --
------ ------
Total capitalization........................ $3,977 $3,433 16%
====== ======
</TABLE>

Packaging's debt to capitalization ratio was 53.4 percent at December 31,
1997, compared to 46.3 percent at December 31, 1996. The increase in the ratio
is attributable to additional corporate debt allocated to Packaging from Tenneco
during 1997. See Note 5 to the Combined Financial Statements of The Businesses
of Tenneco Packaging for a further discussion of the allocation of Tenneco
consolidated debt and interest expense to Packaging.

Cash Flows

<TABLE>
<CAPTION>
1997 1996
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ 405 $ 263
Investing activities...................................... (654) (669)
Financing activities...................................... 239 399
</TABLE>

118
<PAGE> 119

Operating activities provided $405 million in 1997 and $263 million in
1996. Discontinued operations provided $110 million of the increase. Continuing
operations benefited from higher income and cash flow benefits from tax refunds
during 1997, resulting primarily from tax benefits derived from the December
1996 reorganization and debt realignment, and a 1996 tax net operating loss,
which was carried back to earlier years. These positive benefits were largely
offset by increased working capital associated with higher revenue levels and
increased cash outflows associated with the fourth quarter 1996 restructuring
initiatives.

Investing activities used $15 million less cash in 1997 than in 1996. Lower
capital expenditures for discontinued operations and lower acquisitions for both
continuing and discontinued operations were largely offset by lower proceeds
from the sale of discontinued operations.

Financing activities generated $160 million less cash in 1997 than in 1996.
Packaging retired $69 million more debt and Tenneco contributed $91 million less
cash to Packaging in 1997 than in 1996.

PRINCIPAL STOCKHOLDERS

All of the capital stock of Packaging is currently owned by Tenneco. In the
spin-off, Tenneco stockholders will receive one share of Packaging common stock
per share of Tenneco common stock. The following table provides information
about these persons that Packaging expects to own more than 5% of Packaging's
common stock upon completion of the spin-off. It is based on Packaging's
knowledge of those persons who owned more than 5% of Tenneco's common stock on
June 30, 1999.

<TABLE>
<CAPTION>
SHARES OF PACKAGING PERCENT OF EXPECTED
NAME AND ADDRESS COMMON STOCK EXPECTED OUTSTANDING PACKAGING
OF BENEFICIAL OWNER(1) TO BE OWNED(1) COMMON STOCK(1)
---------------------- --------------------- ---------------------
<S> <C> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. .......... 20,761,040(2) 12.18%(2)
One McKinney Plaza
3232 McKinney Avenue
15th Floor
Dallas, Texas 75204-2429
Morgan Stanley Dean Witter & Co. ................... 10,662,171(3) 6.26%(3)
1585 Broadway
New York, New York 10036
</TABLE>

- ---------------
(1) This information is based on information contained in filings made with the
Securities and Exchange Commission regarding the ownership of Tenneco common
stock.
(2) Barrow, Hanley, Mewhinney & Strauss, Inc. has indicated that it has sole
voting power over 4,533,840 shares of Tenneco Common Stock, shared voting
power over 16,227,200 shares of Tenneco Common Stock, and sole dispositive
power over 20,761,040 shares of Tenneco Common Stock. Barrow, Hanley also
advised Tenneco that it is a registered investment advisor and these shares
are held on behalf of various clients.
(3) Morgan Stanley Dean Witter & Co. has indicated that it has sole voting power
over 10,504,928 shares of Tenneco Common Stock.

119
<PAGE> 120

DESCRIPTION OF TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE

Tenneco is a global manufacturing company whose major businesses currently
consist of Automotive and Packaging. See "Incorporation of Information by
Reference" and "Summary." Upon completion of the spin-off, Packaging will be an
independent, publicly traded company and Tenneco's remaining operations will
consist solely of Automotive. See "The Spin-off."

Automotive, with 1998 revenues of over $3.2 billion, is one of the world's
largest producers of emissions control and ride control systems and products.
The company serves both original equipment manufacturers and replacement markets
world wide through leading brands, including Monroe(R) brand ride control and
Walker(R) brand emissions control products. Automotive, on an independent basis,
would have ranked as number 457 based on revenues on the 1998 Fortune 500
listing of U.S. companies.

As an automotive parts supplier, Automotive designs, markets and sells
individual component parts for vehicles as well as groups of components that are
combined as modules or systems within vehicles. These parts, modules and systems
are sold globally to the vast majority of vehicle manufacturers and throughout
all aftermarket distribution channels.

CAPITALIZATION

The following table sets forth the unaudited historical capitalization of
Tenneco as of June 30, 1999, and the unaudited pro forma capitalization of
Tenneco as of June 30, 1999, after giving effect to the debt realignment,
spin-off and related transactions, each as if they occurred on that date. You
should read this table in conjunction with the financial statements of Tenneco
Inc. and Consolidated Subsidiaries and related notes, and Tenneco's Management's
Discussion and Analysis of Financial Condition and Results of Operations, each
included in the Tenneco Current Report on Form 8-K dated August 20, 1999. The
Form 8-K is incorporated by reference in this document. You should also read
this table in conjunction with the "Unaudited Pro Forma Consolidated Financial
Statements of Tenneco," included elsewhere in this document.

<TABLE>
<CAPTION>
TENNECO
----------------------
JUNE 30, 1999
----------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt, including current maturities of long-term
debt...................................................... $ 206 $ --
Long-term debt.............................................. 832 1,673(a)
Debt allocated to discontinued operations................... 1,861(b) --
------ ------
Total debt.................................................. 2,899 1,673
------ ------
Minority interest of continuing operations.................. 411 17
Minority interest of discontinued operations................ 14 --
------ ------
Total minority interest..................................... 425 17
------ ------
Shareowners' equity......................................... 2,122 659
------ ------
Total capitalization........................................ $5,446 $2,349
====== ======
</TABLE>

- ---------------

(a) Represents amounts expected to be outstanding under the new Tenneco
borrowings to be incurred in connection with the debt realignment. The pro
forma capitalization assumes that 100% of Tenneco's existing public debt
securities are either repurchased for cash or exchanged for new Packaging
debt securities in the debt realignment. Also assumes that Tenneco will not
record any extraordinary charge related to the retirement of the exchanged
securities because they are not treated as "substantially different" from
the original securities. See "Accounting Treatment of the Exchange Offers."

(b) Tenneco's historical practice has been to incur debt for its consolidated
group at the parent company level or at a limited number of subsidiaries,
rather than at the operating company level, and to centrally manage various
cash functions. Consequently, corporate debt of Tenneco has been allocated
to the net assets of Tenneco's discontinued specialty packaging segment
based on the portion of Tenneco's investment in the specialty packaging
segment which Tenneco deemed to be debt. This allocation is generally based
upon the ratio of specialty packaging's net assets to Tenneco's
consolidated net assets plus debt.

120
<PAGE> 121

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF TENNECO

The following Unaudited Pro Forma Consolidated Balance Sheet of Tenneco as
of June 30, 1999, and the Unaudited Pro Forma Consolidated Statements of Income
for the six months ended June 30, 1999 and the year ended December 31, 1998,
reflect the effects of:

- the debt realignment;

- the spin-off of Packaging and related transactions; and

- the April 1999 contribution of Packaging's containerboard assets to a new
joint venture and the June 1999 sale of Packaging's folding carton assets
(the "paperboard transactions"). These two transactions are reflected
only in the pro forma statement of income data since they were completed
before the date of the pro forma balance sheet.

The Unaudited Pro Forma Consolidated Statements of Income have been
prepared as if these transactions occurred as of January 1, 1998. The Unaudited
Pro Forma Consolidated Balance Sheet has been prepared as if the debt
realignment, spin-off and related transactions occurred on June 30, 1999. The
Unaudited Pro Forma Consolidated Financial Statements for these periods are not
necessarily indicative of the results that would have actually occurred if these
transactions had been consummated as of June 30, 1999 or January 1, 1998, or
results which may be attained in the future.

The spin-off represents the pro rata distribution of Packaging common stock
to the holders of Tenneco common stock. Consequently, no gain or loss will be
recognized as a result of the spin-off.

The pro forma adjustments, as described in the Notes to the Unaudited Pro
Forma Consolidated Financial Statements, are based upon available information
and upon certain assumptions that management believes are reasonable.

You should read the Unaudited Pro Forma Consolidated Financial Statements
in conjunction with the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for the year ended December 31, 1998 and the six months ended June
30, 1999 contained in the Tenneco Current Report on Form 8-K dated August 20,
1999, which is incorporated by reference into this document.

121
<PAGE> 122

TENNECO

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(MILLIONS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------
SPIN-OFF CONSOLIDATED
TENNECO DEBT AND RELATED TENNECO
AS REPORTED REALIGNMENT TRANSACTIONS PRO FORMA
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments.............. $ 40 $ -- $ -- $ 40
Receivables...................................... 606 -- 100(c) 785
79 (b)
Inventories...................................... 401 -- -- 401
Other current assets............................. 129 31(a) -- 160
------ ----- ------- ------
Total current assets........................... 1,176 31 179 1,386
Plant, property, and equipment, net................ 1,049 -- -- 1,049
Goodwill and intangibles, net...................... 510 -- -- 510
Other assets and deferred charges.................. 260 41(a) (54)(h) 247
Net assets of discontinued operations.............. 1,421 -- (1,421)(d) --
------ ----- ------- ------
Total assets................................... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
LIABILITIES AND
SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt (including current maturities on
long-term debt)................................ $ 206 $(206)(a) $ -- $ --
Trade payables................................... 351 -- 20(c) 371
Other current liabilities........................ 287 -- -- 287
------ ----- ------- ------
Total current liabilities...................... 844 (206) 20 658
Long-term debt..................................... 832 841(a) -- 1,673
Deferred income taxes.............................. 39 -- (22)(h) 17(f)
Other liabilities and deferred credits............. 168 -- -- 168
Minority interest.................................. 411 (394)(a) -- 17
Shareowners' equity................................ 2,122 (169)(a) (1,421)(d) 659
80(c)
(32)(h)
79(b)
------ ----- ------- ------
Total liabilities and shareowners' equity...... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Consolidated Financial
Statements.

122
<PAGE> 123

TENNECO
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO PAPERBOARD DEBT AND RELATED TENNECO
AS REPORTED TRANSACTIONS REALIGNMENT TRANSACTIONS PRO FORMA
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating
revenues....................... $ 1,657 $ -- $ -- $ -- $ $1,657
Other income, net................. 8 -- -- -- 8
------------ ---- ---- ----- ------------
1,665 -- -- -- 1,665
------------ ---- ---- ----- ------------
OPERATING COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)...... 1,212 -- -- -- 1,212
Engineering, research, and
development.................... 27 -- -- -- 27
Selling, general, and
administrative................. 203 -- -- 3(h) 206
Depreciation and amortization..... 71 -- -- -- 71
------------ ---- ---- ----- ------------
1,513 -- -- 3 1,516
INCOME BEFORE INTEREST EXPENSE,
INCOME TAXES, AND MINORITY
INTEREST.......................... 152 -- -- (3) 149
Interest expense.................... 42 (15)(e) 53(g) -- 80(g)
Income tax expense.................. 44 6(i) (21)(i) (1)(i) 28
Minority interest................... 13 -- (13)(j) -- --
------------ ---- ---- ----- ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS........................ $ 53 $ 9 $(19) $ (2) $ 41
============ ==== ==== ===== ============
EARNINGS PER SHARE
Average shares of common stock --
Basic........................ 166,937,362 166,937,362
Diluted...................... 167,319,412 167,319,412
Income from continuing
operations --
Basic........................ $.32 $.25
Diluted...................... $.32 $.25
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Consolidated Financial
Statements.

123
<PAGE> 124

TENNECO

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
------------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO PAPERBOARD DEBT AND RELATED TENNECO
AS REPORTED TRANSACTIONS REALIGNMENT TRANSACTIONS PRO FORMA
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating
revenues................... $ 3,237 $ -- $ -- $ -- $ 3,237
Other income, net............. (25) -- -- -- (25)
------------ ---- ---- ----- ------------
3,212 -- -- -- 3,212
------------ ---- ---- ----- ------------
OPERATING COSTS AND EXPENSES:
Cost of sales (exclusive of
depreciation shown
below)..................... 2,332 -- -- -- 2,332
Engineering, research, and
development................ 31 -- -- -- 31
Selling, general, and
administrative............. 472 -- -- 5(h) 477
Depreciation and
amortization............... 150 -- -- -- 150
------------ ---- ---- ----- ------------
2,985 -- 5 2,990
------------ ---- ---- ----- ------------
INCOME BEFORE INTEREST EXPENSE,
INCOME TAXES, AND MINORITY
INTEREST...................... 227 -- -- (5) 222
Interest expense................ 69 (53)(e) 145(g) -- 161(g)
Income tax expense (benefit).... 13 21(i) (58)(i) (2)(i) (26)
Minority interest............... 29 -- (29)(j) -- --
------------ ---- ---- ----- ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS.................... $ 116 $ 32 $(58) $ (3) $ 87
============ ==== ==== ===== ============
EARNINGS PER SHARE
Average shares of common
stock --
Basic.................... 168,505,573 168,505,573
Diluted.................. 168,834,531 168,834,531
Income from continuing
operations --
Basic.................... $.69 $.52
Diluted.................. $.68 $.52
</TABLE>

See the accompanying Notes to Unaudited Pro Forma Consolidated Financial
Statements.

124
<PAGE> 125

TENNECO
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a) To reflect adjustments to Tenneco's debt for the debt realignment and the
assumed payment of interest on Tenneco consolidated debt tendered or
exchanged as part of the pre-spin-off debt realignment. The adjustment to
equity reflects the net impact of the debt realignment, the recording of
debt issue costs and deferred income taxes related to the debt realignment.
Tenneco will acquire certain subsidiary preferred stock as part of the debt
realignment. At this time, Tenneco cannot determine the ultimate amount of
its outstanding public debt securities which will be (1) purchased in the
cash tender offers that Tenneco plans to make as part of its debt
realignment, or (2) exchanged for new securities in the exchange offers, and
the amounts could vary significantly. These pro forma adjustments assume
that 100% of the securities subject to the cash tender offers are purchased
and 100% of the original securities are exchanged for new securities. These
pro forma adjustments also assume that the new securities will be recorded
at the net carrying amount of the original securities (in other words, the
new securities are assumed not to be "substantially different;" see
"Accounting Treatment of the Exchange Offers"). The results of the exchange
offers could vary based on a number of factors, including the level of
acceptance of the exchange offers, the ultimate interest rate of the
exchanged securities and whether the exchanges will be considered
extinguishments for accounting purposes. Based on current interest rate
markets, it is expected that the exchange offers will not be extinguishments
for accounting purposes. Tenneco expects to incur an extraordinary charge as
a result of the debt realignment related to the cash tender offers. Tenneco
estimates that this cost will be approximately $20 to $25 million after-tax
based on current market rates of interest. Other costs, including
transaction costs related to the acquisition of certain subsidiary preferred
stock and costs associated with foreign tax restructuring initiatives, will
be incurred by Tenneco in connection with the corporate restructuring
transactions and the spin-off which Tenneco estimates will be approximately
$50 million after-tax. The effect on Tenneco's debt of these costs has been
reflected in this pro forma adjustment. However, these charges have not been
included in the unaudited pro forma consolidated statements of income.

(b) To reflect the purchase of Automotive accounts receivable at fair value
which had previously been sold to a third party.

(c) To reflect affiliated receivables and payables with Packaging that were
eliminated in the Tenneco consolidated balance sheet.

(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.

(e) To reflect the adjustment to interest expense resulting from the use of $854
million of proceeds from (1) the contribution of the containerboard assets
of Tenneco's paperboard packaging segment to a new joint venture with an
affiliate of Madison Dearborn Partners, Inc. and (2) the sale of Tenneco's
folding carton operations. For the purpose of this pro forma adjustment, the
$854 million of Tenneco short-term debt, with an average annual effective
interest rate of 6 1/4%, was assumed to be repaid.

(f) Deferred income taxes at June 30, 1999 include $79 million of net operating
loss carryforwards which will be utilized by Packaging upon the planned sale
of Packaging's remaining interest in its containerboard joint venture.

125
<PAGE> 126

(g) To reflect the adjustment to interest expense from the allocation of Tenneco
debt to Packaging in the debt realignment as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1999 1998
---------------- ------------
(IN MILLIONS)
<S> <C> <C>
Interest expense on historical debt(1).......... $(42) $(69)
Reduction of interest expense from paperboard
transactions(2)............................... 15 53
Interest expense on the new Tenneco
borrowings(3)................................. 76 153
Commitment fees and amortization of debt
financing costs(4)............................ 4 8
---- ----
Adjustment to interest expense.................. $ 53 $145
==== ====
</TABLE>

- ---------------

(1) Weighted average outstanding historical debt and average annual
effective interest rates were $985 million and 7.3%, respectively,
for the six months ended June 30, 1999 and $1,155 million and 7.0%,
respectively, for the year ended December 31, 1998.

(2) See Note (e) above.

(3) Weighted average outstanding debt and average annual effective
interest rate for the new Tenneco borrowings were assumed to be
$1,673 million and 9 1/8% for the six months ended June 30, 1999 and
the year ended December 31, 1998.

(4) Represents commitment fees on the unused borrowing capacity of the
new financing arrangements to be entered into prior to the spin-off
and the amortization of deferred debt financing costs.

A 1/8% change in the assumed interest rates would change annual pro forma
interest expense by approximately $2 million, before the effect of income
taxes.

(h) To reflect the increase in net periodic pension costs resulting from the
transfer to Packaging of prepaid pension costs attributable to Automotive
employees. Automotive employees will no longer participate in the Tenneco
Retirement Plan following the spin-off and Packaging will become the sponsor
of this plan. These prepaid pension costs will be transferred to Packaging
in connection with the corporate restructuring transactions.

(i) To reflect the income tax expense effects of pro forma adjustments at an
assumed statutory tax rate of 40%.

(j) To eliminate the minority interest related to the acquisition of subsidiary
preferred stock in connection with the debt realignment.

126
<PAGE> 127

SUPPLEMENTAL FINANCIAL INFORMATION OF TENNECO

RESULTS OF OPERATIONS

Tenneco's historical and pro forma EBIT are shown in the following table:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
<S> <C> <C>
Historical EBIT............................................. $227 $152
Pro forma EBIT.............................................. $222 $149
</TABLE>

Tenneco has historically incurred costs at the corporate level, including
administrative services, corporate overhead, and costs related to operation as a
public company, which have not been fully allocated to the operating segments.
Because these functions will become part of Packaging following the spin-off,
the costs have been included in Packaging's historical operating results and are
not in Automotive's historical or pro forma EBIT. Automotive must be able to
obtain these functions in order to operate as a public company following the
spin-off. Before the spin-off, Automotive and Packaging will enter into a
transition services agreement under which Packaging will continue to provide
Automotive with specified administrative services for a period of time.
Additionally, Automotive's EBIT includes charges for restructuring and sales of
receivables which Tenneco believes require additional explanation. The following
information discusses these items in detail and their financial impact on
Tenneco.

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
- Costs for shared services -- Packaging will own the
administrative services operations after the
spin-off. Tenneco must acquire the services from
Packaging under a transition services agreement which
Tenneco and Packaging will negotiate before the
spin-off. Had the administrative services operations
been allocated based on a usage charge, approximately
$28 million would have been billed to Automotive for
1998. ............................................... $(28) $(14)
- Public company costs -- Tenneco will not have the
benefit of corporate operations such as treasury,
corporate secretary, tax reporting, internal audit,
board of directors and other public company functions
following the spin-off. Tenneco must replace these
functions so that it can operate as a public company
following the spin-off. Tenneco estimates that had it
operated as a stand-alone, separate entity it would
have incurred additional costs for these
functions. .......................................... $(19) $ (8)
- Sale of receivables -- Tenneco's results of
operations include costs related to a receivables
sale program operated by Tenneco prior to the
spin-off. The debt realignment contemplates the
termination of this program. The pro forma financial
statements of Tenneco calculate interest on debt
balances assuming these receivables have not been
sold................................................. $ 19 $ 2
- Restructuring charge -- Tenneco recorded a
restructuring charge in the fourth quarter of 1998
for the costs of a plan designed to reduce
administrative and operational costs. Refer to Notes
to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries incorporated into this
document by reference from Tenneco's Current Report
on Form 8-K dated August 20, 1999. .................. $ 54 $ --
</TABLE>

127
<PAGE> 128

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
- Cost savings -- The restructuring plan contemplates
closing certain facilities and terminating employees
to reduce cost of sales. Refer to Management's
Discussion and Analysis of Tenneco incorporated by
reference into this document from Tenneco's Current
Report on Form 8-K dated August 20, 1999 for further
information on the expected savings.................. $ 25 $ 6
</TABLE>

128
<PAGE> 129

TENNECO AND CONSOLIDATED SUBSIDIARIES SELECTED FINANCIAL DATA

The following consolidated selected financial data as of and for each of
the fiscal years in the five years ended December 31, 1998, were derived from
the audited financial statements of Tenneco and its consolidated subsidiaries.
The following consolidated selected financial data as of and for each of the six
months ended June 30, 1999 and 1998 were derived from Tenneco's unaudited
condensed financial statements and its consolidated subsidiaries. In the opinion
of Tenneco's management, the selected financial data of Tenneco as of and for
the six months ended June 30, 1999 and 1998, include all adjusting entries,
consisting only of normal recurring adjustments, necessary to present fairly the
information set forth. You should not regard the results of operations for the
six months ended June 30, 1999 as indicative of the results that may be expected
for the full year.

There is other information Tenneco believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Tenneco expects will differ following the spin-off. For further
information you should see "Supplemental Financial Information of Tenneco"
included elsewhere in this document.

You should read all of this information in conjunction with the Financial
Statements of Tenneco Inc. and Consolidated Subsidiaries for the year ended
December 31, 1998 and for the six months ended June 30, 1999, contained in the
Tenneco Current Report on Form 8-K, dated August 20, 1999. The Form 8-K is
incorporated by reference into this document.

129
<PAGE> 130

<TABLE>
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
------------------------------------------------------------------- -------------------------
1998(a) 1997(a) 1996(a) 1995 1994 1999(a) 1998(a)
------- ------- ------- ---- ---- ------- -------
(DOLLARS IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA(b):
Net sales and operating
revenues from continuing
operations.................. $ 3,237 $ 3,226 $ 2,980 $ 2,479 $ 1,989 $ 1,657 $ 1,664
=========== =========== =========== =========== =========== =========== ===========
Income from continuing
operations before interest
expense, income taxes, and
minority interest --
Automotive.................. $ 248 $ 407 $ 249 $ 240 $ 223 $ 156 $ 219
Other....................... (21) (12) (7) 8 7 (4) (12)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total..................... 227 395 242 248 230 152 207
Interest expense (net of
interest capitalized)(c)...... 69 58 60 44 33 42 30
Income tax expense.............. 13 80 79 91 52 44 55
Minority interest............... 29 23 21 23 -- 13 16
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) from continuing
operations.................... 116 234 82 90 145 53 106
Income (loss) from discontinued
operations, net of income
tax(d)........................ 139 127 564 645 307 (111) 106
Extraordinary loss, net of
income tax(e)................. -- -- (236) -- (5) (7) --
Cumulative effect of changes in
accounting principles, net of
income tax(f)................. -- (46) -- -- (39) (134) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss)............... 255 315 410 735 408 (199) 212
Preferred stock dividends....... -- -- 12 12 60 -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) to common
stock......................... $ 255 $ 315 $ 398 $ 723 $ 348 $ (199) $ 212
=========== =========== =========== =========== =========== =========== ===========
Average number of shares of
common stock outstanding
Basic....................... 168,505,573 170,264,731 169,609,373 172,764,198 162,307,189 166,937,362 169,341,555
Diluted..................... 168,834,531 170,801,636 170,526,112 173,511,654 162,912,425 167,319,412 169,936,676
Earnings (loss) per average
share of common stock --
Basic:
Continuing operations..... $ .69 $ 1.37 $ .49 $ .52 $ .90 $ .32 $ .62
Discontinued
operations(d)........... .83 .75 3.25 3.67 1.52 (.67) .63
Extraordinary loss(e)..... -- -- (1.39) -- (.03) (.04) --
Cumulative effect of
changes in accounting
principles(f)........... -- (.27) -- -- (.24) (.80) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1.52 $ 1.85 $ 2.35 $ 4.19 $ 2.15 $ (1.19) $ 1.25
=========== =========== =========== =========== =========== =========== ===========
Diluted:
Continuing operations..... $ .68 $ 1.36 $ .49 $ .52 $ .89 $ .32 $ .62
Discontinued
operations(d)........... .83 .75 3.23 3.65 1.52 (.67) .63
Extraordinary loss(e)..... -- -- (1.38) -- (.03) (.04) --
Cumulative effect of
changes in accounting
principles(f)........... -- (.27) -- -- (.24) (.80) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1.51 $ 1.84 $ 2.34 $ 4.17 $ 2.14 $ (1.19) $ 1.25
=========== =========== =========== =========== =========== =========== ===========
Cash dividends per common
share......................... $ 1.20 $ 1.20 $ 1.80 $ 1.60 $ 1.60 $ .60 $ .60
</TABLE>

(continued on next page)

130
<PAGE> 131

<TABLE>
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
--------------------------------------------------------- ---------------------
1998(a) 1997(a) 1996(a) 1995 1994 1999(a) 1998(a)
------- ------- ------- ---- ---- ------- -------
(Millions Except Per Share Amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... $ 1,739 $ 1,771 $ 1,883 $ 1,469 $ 700 $ 1,421 $ 1,793
Total assets.............................. 4,759 4,682 4,653 3,635 2,315 4,416 4,829
Short-term debt(c)........................ 304 75 74 109 31 206 168
Long-term debt(c)......................... 671 713 639 469 303 832 747
Debt allocated to discontinued
operations(c)........................... 2,456 2,123 1,590 1,454 813 1,861 2,302
Minority interest......................... 407 408 304 301 301 411 407
Shareowners' equity....................... 2,504 2,528 2,646 3,148 2,900 2,122 2,559
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. $ 532 $ 519 $ 253 $ 1,443 $ 450 $ (181) $ 178
Net cash used by investing activities..... (754) (887) (685) (1,162) (113) (976) (314)
Net cash provided (used) by financing
activities.............................. 216 354 147 (356) (151) 1,170 125
Capital expenditures for continuing
operations.............................. (195) (221) (188) (208) (114) (70) (80)
OTHER DATA:
EBITDA(g)................................. $ 377 $ 505 $ 336 $ 331 $ 282 $ 223 $ 279
Ratio of earnings to fixed charges(h)..... 2.16 4.80 2.33 2.62 5.36 2.28 3.82
</TABLE>

- -------------------------

NOTE: The Financial Statements of Tenneco Inc. and Consolidated Subsidiaries
discussed in the following notes are included in and incorporated by reference
from the Tenneco Current Report on Form 8-K dated August 20, 1999. They cover
the three years ended December 31, 1998 and the six months ended June 30, 1999
and 1998.

(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended 1998, 1997, and 1996, and for the
six months ended June 30, 1999 and 1998, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in
Tenneco's Current Report on Form 8-K dated August 20, 1999.

(c) Debt amounts for 1998, 1997, and 1996, and for June 30, 1998, are net of
allocations of corporate debt to the net assets of Tenneco's discontinued
specialty packaging and paperboard packaging segments. Debt amounts for June
30, 1999, are net of allocations of corporate debt to the net assets of
Tenneco's discontinued specialty packaging segment. Debt amounts for 1995
and 1994 are net of allocations of corporate debt to the net assets of
Tenneco's discontinued specialty packaging, paperboard packaging, energy,
and shipbuilding segments. Interest expense for periods presented is net of
interest expense allocated to income from discontinued operations. These
allocations of debt and related interest expense are based on the ratio of
Tenneco's investment in the specialty packaging, paperboard packaging,
energy, and shipbuilding segments' respective net assets to Tenneco
consolidated net assets plus debt. See Notes to the Financial Statements of
Tenneco Inc. and Consolidated Subsidiaries for additional information.

(e) Represents Tenneco's costs related to prepayment of debt, including the 1996
loss recognized in the realignment of Tenneco's debt preceding its 1996
corporate reorganization and the 1999 loss recognized in connection with the
contribution of the containerboard assets to a new joint venture. See the
Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries.

(f) In 1999, Tenneco implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities." In addition, effective January 1, 1999, Tenneco changed its
method of accounting for customer acquisition costs from a deferred method
to an expense-as-incurred method. In 1997, Tenneco implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." In 1994, Tenneco adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits." See
the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for additional information regarding changes in accounting
principles.

131
<PAGE> 132

EBITDA should not be considered as an alternative to net income or operating
income as an indicator of the operating performance of Tenneco, or as an
alternative to operating cash flows as a measure of liquidity. Tenneco has
reported EBITDA because it believes EBITDA is a measure commonly reported
and widely used by investors and other interested parties as an indicator of
a company's ability to incur and service debt. Tenneco believes EBITDA
assists investors in comparing a company's performance on a consistent basis
without regard to depreciation and amortization, which can vary
significantly depending upon accounting methods, particularly when
acquisitions are involved, or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.

(h) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges, excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. For purposes of computing these ratios, preferred
stock dividends have been included in the calculations on a pre-tax basis.

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<PAGE> 133

OVERVIEW OF AUTOMOTIVE PARTS INDUSTRY

The automotive parts industry is generally separated into two categories:
(1) "original equipment" or "OE" sales, in which parts are sold in large
quantities directly to original equipment vehicle manufacturers; and (2)
"aftermarket" sales, in which parts are sold as replacement parts in varying
quantities to a wide range of wholesalers, retailers and installers. In the OE
market, parts suppliers are generally divided into tiers -- "Tier 1" suppliers,
who provide their products directly to original equipment manufacturers, and
"Tier 2" or "Tier 3" suppliers, who sell their products principally to other
suppliers for combinations into the other suppliers' own product offerings.

Demand for automotive parts in the OE market is driven by the number of new
vehicle sales, which in turn is largely determined by prevailing economic
conditions. Although OE demand is tied to planned vehicle production, parts
suppliers also have the opportunity to grow through increasing product content
and customer and market penetration. Companies with global presence in advanced
technology, engineering, manufacturing and support capabilities, such as
Automotive, are in the best position to take advantage of these opportunities.

Demand for aftermarket products is fundamentally driven by the quality of
OE parts, the number of vehicles in operation, the average age of the vehicle
fleet and vehicle usage. Innovative aftermarket products that upgrade the
performance or safety of an automobile's original parts, as several of
Automotive's products do, can also drive aftermarket demand.

ANALYSIS OF AUTOMOTIVE'S REVENUES

The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's net
sales, by primary product lines and markets:

<TABLE>
<CAPTION>
NET SALES (MILLIONS)
-------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
EMISSIONS CONTROL SYSTEMS & PRODUCTS
Aftermarket............................. $ 268 $ 590 $ 686 $ 710
OE Market............................... 696 1,224 1,067 989
------ ------ ------ ------
964 1,814 1,753 1,699
------ ------ ------ ------
RIDE CONTROL SYSTEMS & PRODUCTS
Aftermarket............................. 316 685 782 768
OE Market............................... 377 738 691 513
------ ------ ------ ------
693 1,423 1,473 1,281
------ ------ ------ ------
Total Automotive................... $1,657 $3,237 $3,226 $2,980
====== ====== ====== ======
</TABLE>

CUSTOMERS

Automotive has developed long-standing business relationships with its
customers around the world. It works together with its customers in all stages
of production, including design, development, component sourcing, quality
assurance, manufacturing and delivery. With a balanced mix of OE and aftermarket
products and facilities in major markets worldwide, Automotive is
well-positioned to meet customer needs. Automotive has a strong, established
reputation with its customers for providing high-quality products at competitive
prices, as well as for timely delivery and customer service.

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<PAGE> 134

Automotive serves more than 25 different original equipment manufacturers
on a global basis, and its products or systems are included on six of the 10 top
passenger car models and eight of the 10 top light truck models produced
globally in 1998. Automotive's current OE customers include:

<TABLE>
<S> <C> <C>
NORTH AMERICA EUROPE INDIA
CAMI BMW Maruti Suzuki
DaimlerChrysler DaimlerChrysler TELCO
Ford DAF Bajaj
Freightliner Daihatsu
General Motors Fiat AUSTRALIA
Honda Ford Ford
Mazda Jaguar General Motors/Holden
Mitsubishi Lada Mitsubishi
Navistar Leyland Toyota
Nissan Mitsubishi
NUMMI Nissan JAPAN
Toyota Opel Mazda
Volkswagen Peugeot/Citroen Nissan
Porsche Suzuki
SOUTH AMERICA Renault/Matra Toyota
DaimlerChrysler Rover/Land Rover
Fiat Saab/Scania CHINA
Ford Toyota DaimlerChrysler
General Motors Volkswagen/Audi/SEAT/Skoda Citroen
Honda Volvo Ford
Renault Toyota
Toyota Volkswagen
Volkswagen
THAILAND
General Motors
Isuzu
</TABLE>

Automotive's aftermarket customers are comprised of full-line and specialty
warehouse distributors, retailers, installer chains, car dealers and jobbers --
which are traditional automotive parts stores that have historically sold
primarily to installers. These customers include such wholesalers and retailers
as National Auto Parts Association, Monro Muffler and Brake, and Advance Auto
Parts in North America and Temot, Autodistribution International and Kwik-Fit in
Europe. Automotive has a balanced mix of aftermarket customers, with its top 10
aftermarket customers accounting for less than 11% of Automotive's total net
sales.

The loss of a principal customer or a material decline in the requirements
for Automotive's products from a principal customer, resulting, for example,
from a prolonged strike against the customer, could have a material adverse
effect on the operating results or financial condition of Automotive. For each
of the last three years, less than five customers individually accounted for 5%
or more of Automotive's revenues. For example, Ford accounted for about 11.5%,
13.2% and 12.8% of Automotive's net sales in 1996, 1997 and 1998, and
DaimlerChrysler accounted for about 9.6%, 8.9% and 10.9% of Automotive's net
sales in 1996, 1997 and 1998, respectively. No other customer accounted for more
than 10% of Automotive's revenues for those years.

COMPETITION

Automotive operates in highly competitive markets. Customer loyalty is a
key element of competition in these markets and is developed through
long-standing relationships, customer service, value-added products and timely
delivery. Product pricing and services provided are other important competitive
factors.

134
<PAGE> 135

In both the OE market and aftermarket, Automotive competes with the vehicle
manufacturers, some of which are also customers of Automotive, and numerous
independent suppliers. In the OE market, Automotive believes that it is among
the top three suppliers in the world for both emissions control and ride control
products and systems. In the aftermarket, Automotive believes that it is the
market share leader in the supply of both emissions control and ride control
products in the world.

EMISSIONS CONTROL SYSTEMS

Vehicle emissions control products and systems play a critical role in
safely conveying noxious exhaust gases away from the passenger compartment,
reducing the level of pollutants and engine exhaust noise to an acceptable
level. Precise engineering of the exhaust system -- from the manifold that
connects an engine's exhaust ports to an exhaust pipe, to the catalytic
converter that eliminates pollutants from the exhaust, to the muffler -- leads
to a pleasant, tuned engine sound, reduced pollutants and optimized engine
performance.

Automotive designs, manufactures and distributes a variety of automotive
emissions control systems, which include components such as:

- mufflers;

- resonators -- help the muffler eliminate noise;

- catalytic converters -- devices used to convert harmful gaseous
emissions, such as carbon monoxide, from a vehicle's exhaust system into
harmless components such as water vapor and carbon dioxide;

- fabricated exhaust manifolds -- made of sheet metal or tubes and collect
gases from individual cylinders of a vehicle's engine and direct them
into a single exhaust pipe;

- pipes -- connect various parts of an exhaust system;

- hydroformed tubing -- forms into various geometric shapes, such as
Y-pipes or T-pipes, and provide flexibility in design; and

- electronic noise cancellation products.

Automotive entered this product line in 1967 with the acquisition of Walker
Manufacturing Company, which was founded in 1888. When the term "Walker" is used
in this document, it refers to the affiliates of Automotive that produce
emissions control products and systems.

Walker supplies emissions control products used in six of the 10 top
passenger car models and five of the 10 top light truck models produced globally
for 1998. With the acquisition of Heinrich Gillet GmbH & Co. in 1994, Walker
also became one of Europe's leading OE emissions control systems suppliers.

135
<PAGE> 136

The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's
sales of emissions control systems:

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
UNITED STATES MARKET
Aftermarket............................ 30% 37% 43% 46%
OE Market.............................. 70% 63% 57% 54%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
FOREIGN SALES
Aftermarket............................ 27% 30% 36% 38%
OE Market.............................. 73% 70% 64% 62%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
TOTAL SALES BY GEOGRAPHIC AREA
United States.......................... 39% 41% 44% 44%
European Union......................... 45% 44% 41% 43%
Canada................................. 8% 7% 7% 6%
Other areas............................ 8% 8% 8% 7%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
</TABLE>

RIDE CONTROL SYSTEMS

Superior ride control is governed by a vehicle's suspension system,
including its shock absorbers and struts. Shock absorbers and struts help
maintain vertical loads placed on a vehicle's tires to help keep the tires in
contact with the road. A vehicle's ability to steer, brake and accelerate
depends on the contact between the vehicle's tires and the road. Worn shocks and
struts can allow excess weight transfer from side to side, which is called
"roll," from front to rear, which is called "pitch," and up and down, which is
called "bounce." Variations in tire-to-road contact can affect a vehicle's
handling and braking performance and the safe operation of a vehicle. Shock
absorbers are designed to control vertical loads placed on tires by providing
resistance to vehicle roll, pitch and bounce. Thus, by maintaining the
tire-to-road contact, ride control products are designed to function as safety
components of a vehicle, in addition to providing a comfortable ride.

Automotive designs, manufactures and distributes a variety of ride control
products and systems. Its ride control offerings include:

- shock absorbers;

- struts;

- electronically adjustable suspension systems that change performance
based on inputs like steering and braking;

- vibration control components, including rubber-like bushings and
mountings that reduce vibration between metal parts of a vehicle;

- springs; and

- modular assemblies which are combinations of parts that are provided to
customers as a unit.

Automotive manufactures and markets replacement shock absorbers for
virtually all North American, European and Asian makes of automobiles. In
addition, Automotive manufactures and markets shock absorbers and struts for use
on passenger cars and trucks, as well as for other uses such as exercise and
recreational equipment. Monroe supplies ride control products used in three of
the 10 top passenger car models and seven of the 10 top light truck models
produced globally for 1998. Automotive entered the ride control product line in
1977 with the acquisition of Monroe Auto Equipment, which was founded in 1916

136
<PAGE> 137

and introduced the world's first automotive shock absorber in 1926. When the
term "Monroe" is used in this document it refers to the affiliates of Automotive
that produce ride control products and systems.

The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's
sales of ride control equipment:

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
UNITED STATES MARKET
Aftermarket............................ 40% 43% 50% 62%
OE Market.............................. 60% 57% 50% 38%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
FOREIGN SALES
Aftermarket............................ 51% 53% 56% 59%
OE Market.............................. 49% 47% 44% 41%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
TOTAL SALES BY GEOGRAPHIC AREA
United States.......................... 50% 47% 48% 48%
European Union......................... 29% 32% 27% 34%
Canada................................. 5% 3% 3% 3%
Other areas............................ 16% 18% 22% 15%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
</TABLE>

SALES AND MARKETING

Automotive sells directly to original equipment manufacturers. To maintain
its customer focus, Automotive's OE sales force is organized into
customer-dedicated teams. These sales teams service the original equipment
manufacturers at a regional facility level, with global coordination and support
from Automotive's headquarters.

For the aftermarket, Automotive uses a dedicated sales force and consumer
brand marketing professionals to sell and market its products. This group
provides extensive marketing support to aftermarket customers, including trade
and consumer marketing, promotions and general advertising. Automotive maintains
an aftermarket customer order fill rate of 95%, which reflects the percentage of
the average customer order Automotive is able to fill from inventory. Automotive
sells its aftermarket products through five primary channels of distribution:
(1) the traditional three-step distribution system: full-line warehouse
distributors, jobbers and installers; (2) the specialty two-step distribution
system: specialty warehouse distributors that carry only specified automotive
product groups and installers; (3) direct sales to retailers; (4) direct sales
to installer chains; and (5) direct sales to car dealers.

MANUFACTURING AND ENGINEERING

Automotive uses state-of-the-art manufacturing to achieve superior product
quality at the lowest operating costs possible. Automotive's manufacturing
strategy centers on a lean production system that reduces overall
costs -- especially indirect costs -- while maintaining quality standards and
reducing manufacturing cycle time. Automotive deploys new technology where it
makes sense to differentiate its processes from its competitors' or to achieve
balance in one piece flow-through production lines.

EMISSIONS CONTROL

137
<PAGE> 138

interest in six joint ventures that own manufacturing facilities in China,
Germany, India, and Sweden. See "-- Properties."

Walker attempts to locate original equipment manufacturing facilities close
to its OE customers to provide products on demand, or "just-in-time." Eleven of
Walker's plants are just-in-time facilities.

During the 1990's, Walker expanded its converter and emission system
design, development, test and manufacturing capabilities. Walker's engineering
capabilities now include advanced predictive design tools, advanced prototyping
processes and state-of-the-art testing equipment. This expanded technological
capability makes Walker a "full system" integrator, supplying complete emissions
control systems from the manifold to the tailpipe, to provide full emission and
noise control. It also allows Walker to provide just-in-time delivery and, when
feasible, sequence delivery of emissions control systems to meet customer
production requirements.

RIDE CONTROL

Monroe operates seven manufacturing facilities in the U.S. and ten
engineering and technical facilities worldwide. Monroe also operates 16
manufacturing facilities outside of the U.S. and has a controlling interest in
three joint ventures that own manufacturing facilities in China and India.
Monroe is attempting to locate original equipment manufacturing facilities close
to customers to provide products on demand, or just-in-time. See
"-- Properties."

In designing its shock absorbers and struts, Monroe uses advanced
engineering and test capabilities to provide product reliability, endurance and
performance. Monroe's engineering capabilities feature advanced computer-aided
design equipment and testing facilities. Monroe's dedication to innovative
solutions has led to such technological advances as:

- adaptive damping systems -- adapts to the vehicle's motion to better
control undesirable vehicle motions;

- electronically adjustable suspensions -- changes suspension performance
based on a variety of inputs such as steering, braking, vehicle height,
and velocity; and

- air leveling systems -- manually or automatically adjust the height of
the vehicle.

Conventional shock absorbers and struts generally compromise either ride comfort
or vehicle control. Monroe's innovative grooved-tube, gas-charged shock
absorbers and struts provide both ride comfort and vehicle control, resulting in
improved handling, less roll, reduced vibration and a wider range of vehicle
control. This technology can be found in Monroe's premium quality Sensa-Trac(R)
shock absorbers. In late 1997, Monroe further enhanced this technology by adding
the Safe-Tech(TM) fluon banded piston, which improves shock absorber performance
and durability.

INDUSTRY TRENDS

Currently, several significant existing and emerging trends are
dramatically reshaping the automotive industry. As the dynamics of the
automotive industry change, so do the roles, responsibilities and relationships
of its participants. Key trends that Automotive believes are affecting
automotive parts suppliers include:

CUSTOMER AND SUPPLIER CONSOLIDATION

The customer base for automotive parts is consolidating in both the OE
market and aftermarket. Because of recent business combinations among vehicle
manufacturers -- such as the DaimlerChrysler merger and Ford's acquisition of
Volvo -- and in the aftermarket -- such as AutoZone's acquisition of Chief Auto
Parts and CSK Auto's acquisition of Big Wheel/Rossi -- suppliers are competing
for the business of fewer customers. The cost focus of these major customers is
causing suppliers to reduce prices.

138
<PAGE> 139

Consolidation is also occurring among automotive parts suppliers,
particularly those who supply vehicle makers. The approximate number of Tier 1
suppliers is projected to decrease from 1,500 to 600 between 1998 and 2005. The
primary reasons for this consolidation include: (1) an increasing desire by
original equipment manufacturers to work with fewer, larger suppliers that can
provide fully-integrated systems; and (2) the inability of smaller suppliers to
compete on price with the larger companies who benefit from purchasing and
distribution economies of scale. A supplier's viability in this consolidating
market depends, in part, on its continuing ability to maintain and increase
operating efficiencies by reducing costs and improving productivity. Also
important is a supplier's ability to provide value-added services such as
materials management, specialized engineering capabilities and integration of
individual components into modules and systems. With its strong market positions
in emissions control and ride control products and its demonstrated ability to
integrate and deliver modules and systems, Automotive is well-positioned to
respond to increasing customer consolidation.

INCREASED OE OUTSOURCING AND DEMAND FOR FULL-SYSTEM INTEGRATION BY
SUPPLIERS

Original equipment manufacturers are moving towards outsourcing automotive
parts and systems to simplify the vehicle assembly process, lower costs and
reduce vehicle development time. Outsourcing allows original equipment
manufacturers to take advantage of the lower cost structure of the automotive
parts suppliers and to benefit from multiple suppliers engaging in simultaneous
development efforts. Development of advanced electronics has enabled formerly
independent vehicle components to become "interactive," leading to a shift in
demand from individual parts to fully-integrated systems. As a result,
automotive parts suppliers offer original equipment manufacturers component
products individually, as well as in a variety of integrated forms such as
modules and systems:

- "Modules" are groups of component parts arranged in close physical
proximity to each other within a vehicle. Modules are often assembled by
the supplier and shipped to the original equipment manufacturer for
installation in a vehicle as a unit. Seats, instrument panels, axles and
door panels are examples.

- "Systems" are groups of component parts located throughout a vehicle
which operate together to provide a specific vehicle function. Anti-lock
braking systems, safety restraint systems, emissions control and power
train systems are examples.

This shift in demand towards fully-integrated systems has created the role of
the Tier 1 systems integrator. These systems integrators will increasingly have
the responsibility to execute a number of activities, such as design, product
development, engineering, testing of component systems and purchasing from Tier
2 suppliers. Automotive is an established Tier 1 supplier with ten years of
product integration experience. Automotive has modules or systems for 25 vehicle
platforms in production worldwide and modules or systems for three additional
platforms under development. For example, Automotive supplies ride control
modules for the Chrysler JA Cirrus/Stratus/Breeze and the emissions control
system for the Porsche Boxster.

GLOBALIZATION OF THE AUTOMOTIVE INDUSTRY

Original equipment manufacturers are increasingly requiring suppliers to
provide parts on a global basis. As the customer base of original equipment
manufacturers changes, and emerging markets become more important to achieving
growth, suppliers must be prepared to provide products any place in the world.
This requires a worldwide approach to supply chain management, engineering,
sales and distribution:

- Growing Importance of Emerging Markets. Because the North American and
Western European automotive markets are relatively mature, original
equipment manufacturers are increasingly focusing on emerging markets for
growth opportunities, particularly China, Eastern Europe, India and Latin
America. This increased OE focus has, in turn, increased the growth
opportunities in the aftermarkets in these regions.

139
<PAGE> 140

- Governmental Tariffs and Local Parts Requirements. Many governments
around the world require that vehicles sold within their country contain
specified percentages of locally produced parts. Additionally, some
governments place high tariffs on imported parts.

- Location of Production Closer to End Markets. Original equipment
manufacturers and parts suppliers have relocated production globally on
an "on-site" basis that is closer to end markets. This international
expansion allows suppliers to pursue sales in developing markets and take
advantage of relatively lower labor costs.

With facilities around the world, including the key regions of North America,
South America, Europe and Asia, Automotive can supply its customers on a global
basis.

GLOBAL RATIONALIZATION OF OE VEHICLE PLATFORMS

Original equipment manufacturers are increasingly designing "global"
platforms. A "global" platform is a basic mechanical structure of a vehicle that
can accommodate different features and is in production and/or development in
two or more regions. Thus, original equipment manufacturers can design one
platform for a number of similar vehicle models. This allows manufacturers to
realize significant economies of scale through limiting variations across items
such as steering columns, brake systems, transmissions, axles, exhaust systems,
support structures and power window and door lock mechanisms. Automotive
believes that this shift towards standardization will have a large impact on
automotive parts suppliers, who should experience a reduction in production
costs as original equipment manufacturers reduce variations in components.
Automotive also expects parts suppliers to experience higher production volumes
per unit and greater economies of scale, as well as reduced total investment
costs for molds, dies and prototype development. Automotive currently works with
original equipment manufacturers on 33 "global" platforms.

INCREASING ELECTRONIC COMPONENTS AND TECHNOLOGICAL INNOVATION

As consumers continue to demand competitively priced vehicles with
increased performance and functionality, the number of electronic components
utilized in vehicles is increasing. By replacing mechanical functions with
electronics and by integrating mechanical and electronic functions within a
vehicle, original equipment manufacturers are achieving improved emissions
control, improved safety and more sophisticated features at lower costs.

In addition, automotive parts customers are increasingly demanding
technological innovation from suppliers to address more stringent emissions and
other regulatory standards and to improve vehicle performance. To continue
developing innovative products, systems and modules, Automotive maintains 16
research and development facilities and has entered into several strategic
alliances focused on advanced technology designs. For example, Automotive has
developed several adaptive damping systems which reduce undesirable vehicle
motion. Also, Automotive has developed the self-lubricating elastomer, which has
the additional ability to reduce friction between moving components in a
suspension-system thereby reducing noise and vibration.

INCREASING ENVIRONMENTAL STANDARDS

Automotive parts suppliers and original equipment manufacturers are
designing products and developing materials to comply with increasingly
stringent environmental requirements. Government regulations adopted over the
past decade require substantial reductions in automobile tailpipe emissions,
longer warranties on parts of an automobile's pollution-control equipment and
additional equipment to control fuel-vapor emissions. Some of these regulations
also mandate more frequent emissions and safety inspections for the existing
fleet of vehicles. Manufacturers have responded by focusing their efforts
towards technological development to minimize pollution. As a leading supplier
of emissions control systems with strong technical capabilities, Automotive is
well-positioned to benefit from more rigorous environmental standards.

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<PAGE> 141

EXTENDED PRODUCT LIFE OF AUTOMOTIVE PARTS

The average useful life of automotive parts -- both OE and
replacement -- has been steadily increasing in recent years due to innovations
in products and technologies. The longer product lives allow vehicle owners to
replace parts of their vehicles less often. As a result, a portion of sales in
the aftermarket has been displaced. Accordingly, a supplier's future viability
in the aftermarket will depend, in part, on its ability to reduce costs and
leverage its advanced technology and recognized brand names to maintain or
achieve additional sales. As a Tier 1 OE supplier, Automotive is well-positioned
to leverage its products and technology into the aftermarket. Furthermore, an
opportunity exists for replacement of automobile parts to increase as the
average age of vehicles on the road increases. For example, from 1990 to 1997
the average age of cars in the U.S. increased from 7.8 to 8.7 years.

GROWING RETAIL AFTERMARKET DISTRIBUTION

During the last decade, the number of retail automotive parts chains, such
as AutoZone and Advance Auto Parts, has been growing while the number of
traditional automotive parts stores that sell to installers ("jobbers") has been
declining. Since 1990, the number of retail automotive parts stores has
increased from approximately 10,000 to approximately 14,000, while the number of
jobbers has decreased from approximately 25,000 to approximately 21,000. In
addition, since retailers are attempting to grow their commercial sales to
automotive parts installers, they are increasingly adding premium brands to
their product portfolios. This enables them to offer the option of a premium
brand, which is often preferred by their commercial customers, or a standard
product, which is often preferred by their retail customers. Automotive is
well-positioned to respond to this changing aftermarket situation because of its
focus on cost reduction and high-quality, premium brands.

BUSINESS STRATEGY

Automotive's objective is to enhance profitability by leveraging its global
position in the manufacture of emissions control and ride control products and
systems. Automotive intends to apply its competitive strengths and balanced mix
of products, markets, customers and distribution channels to capitalize on many
of the significant existing and emerging trends in the automotive industry. The
key components of Automotive's business strategy are described below.

"OWN" THE PRODUCT LIFE CYCLE

Using its global engineering capabilities and its advanced technology
position, Automotive is pursuing opportunities to design unique, value-added
products for vehicle manufacturers that yield higher margins in the OE market.
Automotive expects to take advantage of its OE technology investments by moving
these differentiated products into the aftermarket, where they should continue
to generate future revenue streams through the entire life of the vehicle.
Innovative products such as Sensa-Trac(R) shocks and Quiet-Flow(TM) mufflers are
examples of where Automotive's market balance between OE and aftermarket sales
allows Automotive to leverage its cost structure over the entire product life
cycle.

DEVELOP AND COMMERCIALIZE INNOVATIVE, VALUE-ADDED PRODUCTS

Automotive intends to continue to focus on the development of highly
engineered systems and complex assemblies and modules which provide value-added
solutions to customers and generally carry higher profit margins than
individualized components. Furthermore, Automotive intends to expand its product
lines by continuing to identify and fill new fast-growing niche markets, by
developing new products for existing markets, by acquiring companies with
product portfolios that complement the products currently supplied by Automotive
and by establishing strategic alliances with other suppliers.

One example of Automotive's focus on innovation is its acquisition in early
1999 of Kinetic Ltd., an Australian advanced suspension engineering company with
advanced roll-control technology. This technology also provides enhanced on-road
handling while improving off road performance. In addition, in an effort to
further enhance its electronic competencies Automotive entered into an agreement
with

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Siemens Automotive S.A. in late 1998 to cooperate in the development and
commercialization of advanced electronically controlled ride control and
suspension technologies. Also in late 1998, Automotive reached an agreement with
Ohlins Racing A.B. to jointly develop advanced, electronically controlled
suspension damping systems which decrease spring movement.

LEVERAGE AFTERMARKET BRAND NAMES

Automotive manufactures and markets leading brand-name products. Monroe(R)
ride control products and Walker(R) emissions control products, which have been
offered to consumers for over 50 years, are two of the most recognized
brand-name products in the automotive parts industry. Automotive continues to
emphasize product value differentiation with these brands and its other primary
brands, including:

- the Monroe Sensa-Trac(R) line of shock absorbers, that has been enhanced
by the Safe-Tech(TM) system technology which incorporates a fluon banded
piston to improve performance and durability;

- Walker's Quiet-Flow(TM) muffler, which features an open-flow design that
increases exhaust flow, improves sound quality and significantly reduces
exhaust backpressure when compared to other replacement mufflers;

- Rancho(R) ride control products for the high-performance light truck
market;

- DynoMax(R) high-performance emissions control systems;

- Walker Perfection(TM) catalytic converters;

- Clevite(TM) elastomeric vibration control components, which are primarily
rubber products used to reduce vibration through "cushioning" a
connection or contact point; and

- in European markets, Walker(R) and Aluminox(TM) mufflers.

Automotive is also capitalizing on its brand strength by incorporating
newly acquired product lines within existing product families. Automotive's
brand equity is a key asset in a time of customer consolidation and merging
channels of distribution.

DIVERSIFY END-MARKETS

One of Automotive's goals is to apply its existing design, marketing and
manufacturing capabilities to produce products for a variety of adjacent
markets. Automotive believes that these capabilities could be used for heavy
duty vehicle and industrial applications, various recreational vehicles,
scooters and bicycles. Automotive expects that expanding into markets other than
automotive parts will allow it to capitalize on its advancing technical and
manufacturing infrastructure to achieve growth in higher margin businesses.

EXPAND FULL-SYSTEM CAPABILITIES

The automotive parts industry is encountering a consolidation of parts
suppliers, as original equipment manufacturers require suppliers to provide
design assistance and innovation and full-system capabilities rather than just
specific parts. In response to this trend, Automotive has developed integrated,
electronically linked global engineering and manufacturing facilities to
maintain its presence on top selling vehicles. Automotive has over 10 years of
experience as an integrator of systems and modules. Automotive is currently
supplying modules or systems for 25 vehicle platforms worldwide and has modules
or systems for three additional platforms under development. Automotive also
plans to continue to dedicate more resources towards strengthening technical
capability and design expertise and to pursue appropriate strategic
acquisitions, joint ventures, strategic alliances and cooperative development
agreements to increase its ability to deliver full-system capabilities.

MAINTAIN OPERATING COST LEADERSHIP

Automotive intends to continue to reduce costs by:

- standardizing its products and processes throughout its operations;

- further developing its global supply chain management capabilities;

- improving its information technology;

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- increasing efficiency through employee training;

- investing in more efficient machinery; and

- enhancing the global coordination of costing and quoting procedures.

In the fourth quarter of 1998, Automotive began a restructuring designed to
reduce administrative and operational overhead costs. The largest part of the
$53 million pre-tax restructuring charge which was recorded in income from
continuing operations related to the restructuring of its North American
aftermarket operations. The operational restructuring, designed to better match
Automotive's capacity to market demand, involves closing two plant locations and
five distribution centers, with the elimination of 302 positions at those
locations. Automotive expects to complete this by mid-2000. The administrative
restructuring involves the reduction of approximately 450 administrative staff
positions. Automotive expects to complete this by the end of 1999. Automotive is
also considering a supplemental restructuring plan. See "Summary -- Recent
Developments -- Automotive."

Automotive has also adopted Business Operating System as a disciplined
system to promote and manage continuous improvement. BOS focuses on the assembly
and analysis of data for quick and effective problem resolution to create more
efficient and profitable operations.

Automotive has also adopted a management process of measuring the economic
value of its operations to help ensure returns exceed capital costs. Automotive
is planning to link the successful application of this management discipline to
its incentive compensation program.

EXECUTE FOCUSED ACQUISITIONS AND ALLIANCES

In the past, Automotive has been successful in identifying and capitalizing
on strategic acquisitions and alliances to achieve growth. Through these
acquisitions and alliances, Automotive has: (1) expanded its product portfolio;
(2) realized incremental business with existing customers; (3) gained access to
new customers; and (4) achieved leadership positions within new geographic
markets.

Where appropriate, Automotive intends to continue to pursue strategic
acquisitions that complement its existing technology and systems development
efforts. This focused strategy will assist Automotive to identify and acquire
smaller-scale companies with proven proprietary technology and recognized
research capabilities necessary to help develop further leadership in systems
integration. Any potential acquisition will be expected to meet strict financial
criteria to ensure it increases economic value. Automotive also plans to
continue to pursue its joint venture and alliance opportunities to achieve its
objectives and enhance its profitability.

PROPERTIES

Automotive leases its principal executive offices, which are located at 500
North Field Drive, Lake Forest, Illinois, 60045.

Walker operates 11 manufacturing facilities in the U.S. and six engineering
and technical facilities worldwide. Walker also operates 32 manufacturing
facilities outside of the U.S. and has a controlling interest in six joint
ventures that own manufacturing facilities in China, Germany, India and Sweden.

Automotive's manufacturing locations outside of the U.S. are located in
Canada, Mexico, Belgium, Spain, the United Kingdom, the Czech Republic, Turkey,
South Africa, France, Denmark, Sweden, Germany, Poland, Portugal, Argentina,
Brazil, Australia, and New Zealand. Sales offices are located in Australia,
Canada, Italy, Japan, Poland, Russia, and Sweden.

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Of Automotive's properties described above, approximately one-half are
owned and one-half are leased. Twelve of the properties are held through joint
ventures. Automotive also has distribution facilities at its manufacturing sites
and at a few offsite locations, substantially all of which are leased.

Automotive's commitment to sound management practices and policies is also
demonstrated by its successful participation in the International Standards
Organization/Quality Systems certification process (ISO/QS). ISO/QS
certifications are yearly audits that certify that a company's facilities meet
stringent quality and business systems requirements. Without either ISO or QS
certification, Automotive would not be able to supply original equipment
manufacturers locally or globally. Over 90% of Automotive's manufacturing
facilities have achieved ISO 9000 certification, excluding facilities held in
joint ventures. Of those 60 manufacturing facilities where Automotive has
determined that QS certification is required to service its customers or would
provide Automotive with an advantage in securing additional business, 85% have
achieved QS 9000 certification, and Automotive is pursuing certification of the
remaining 15%.

Automotive 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.

Automotive also believes that it and its subsidiaries have generally
satisfactory title to the properties owned and used in their respective
businesses.

LEGAL AND ENVIRONMENTAL PROCEEDINGS

As of June 1, 1999, Automotive has been designated as a potentially
responsible party at four "Superfund" sites and it has estimated its share of
the liability at these sites to be approximately $2 million in the aggregate. In
addition, Automotive may have liability to remediate contaminant releases at 18
of its current or former facilities and it has estimated its share of the
remediation costs at these facilities to be $19 million in the aggregate. For
both the Superfund sites and its current and former facilities, Automotive has
established reserves that it believes are adequate for these costs. Although
Automotive believes its estimates of remediation costs are reasonable and are
based on the latest available information, the clean-up costs are estimates and
are subject to revision as more information becomes available about the extent
of remediation required. At some sites, Automotive expects that other parties
will contribute to the remediation costs. In addition, at the Superfund sites,
the Comprehensive Environmental Response, Compensation and Liability Act
provides that Automotive's liability could be joint and several, meaning that
Automotive could be required to pay in excess of its share of remediation costs.
Automotive's understanding of the financial strength of other potentially
responsible parties at both the Superfund sites and at its former facilities has
been considered, where appropriate, in Automotive's determination of its
estimated liability. Automotive believes that any adjustment to the costs
associated with its current status as a potentially responsible party at the
Superfund sites or as a liable party at its current or former facilities will
not be material to its consolidated financial position or results of operations.

Automotive estimates that its capital expenditures for environmental
matters for 1999 and 2000 will not be material.

For a description of an antitrust lawsuit related to Packaging in which
Tenneco has been named a defendant, see "Description of Packaging -- Legal
Proceedings." Under and in accordance with the Distribution Agreement, as
between Tenneco and Packaging, Packaging is responsible for defending the claims
and for any liability resulting from this action.

Automotive is party to various other legal proceedings arising from its
operations. Tenneco believes that the outcome of these other proceedings,
individually and in the aggregate, will not have a material adverse effect on
Automotive's financial position or results of operations.

STRATEGIC ACQUISITIONS AND ALLIANCES

Strategic acquisitions, joint ventures and alliances have been an important
part of Automotive's growth. Through this strategy, Automotive has expanded to
meet customers' global requirements. This

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strategy has also allowed Automotive to acquire or align with companies that
possess proven technology and research capabilities, furthering Automotive's
leadership in systems integration.

EMISSIONS CONTROL

- In 1996, Automotive established a joint venture in Dalian, China to
supply emissions control systems to the Northern Chinese automotive
market, expanded its North American heavy duty truck aftermarket business
through the acquisition of Stemco Inc. and acquired Minuzzi, the second
largest manufacturer of exhaust products in Argentina.

- In 1997, Automotive acquired Autocan, a Mexican catalytic converter and
exhaust pipe assembly manufacturer. It also acquired the manufacturing
operations of MICHEL, a privately owned, Polish-based manufacturer of
replacement market emissions control systems for passenger cars in
Eastern Europe.

- In 1998, Automotive established a joint venture in Shanghai, China to
supply emissions control systems to the Central and Southern Chinese
automotive markets. Automotive also established a joint venture in Pune,
India to supply emissions control systems to OE customers and the
aftermarket.

- In 1999, Automotive began manufacturing emissions control systems at a
new facility in Curitiba, Brazil to supply original equipment customers
in this growing regional market.

RIDE CONTROL

- In 1995, Automotive acquired a 51% interest in a joint venture that has
three ride control manufacturing facilities in India and acquired a 51%
interest in a joint venture that has one ride control manufacturing
facility in China.

- In July 1996, Automotive acquired The Pullman Company and its Clevite
products division. Clevite is a leading original equipment manufacturer
of elastomeric vibration control components, including bushings, engine
mounts and control arms, for the auto, light truck and heavy truck
markets. These products connect major metal parts and help isolate noise,
vibration and shock. With this acquisition, Automotive expanded its
capability to deliver ride control systems to original equipment
manufacturers. The Clevite acquisition also complemented Automotive's
interest in global growth opportunities, since both Clevite and Monroe
have manufacturing operations in Mexico and Brazil.

- In September 1996, Automotive acquired full ownership of Monroe Amortisor
Imalat ve Ticaret, a Turkish shock absorber manufacturer, in which it
previously held a 16.7% ownership interest.

- In December 1996, Automotive acquired 94% of the voting stock of Fric-Rot
S.A.I.C., the leading producer and marketer of ride control products in
Argentina. In 1997, Automotive increased its interest in Fric-Rot to more
than 99% through the purchase of additional shares.

- In 1996, Automotive also expanded its presence in Australia's ride
control product market with the acquisition of National Springs.

- In 1997, Automotive entered into a joint venture which resulted in its
acquisition of majority ownership of Armstrong, a leading South African
manufacturer of ride control products.

- Earlier this year, Automotive completed its acquisition of Kinetic, an
Australian advanced suspension engineering company with advanced
roll-control technology. Also this year, Automotive licensed elastomer
technology and equipment from Draftex, a French company. Automotive
intends to apply this technology to manufacturing engine mounts and ride
control products for sale in Mexico, Central America and South America.

OTHER

As of June 1, 1999, Automotive had approximately 23,500 employees, 34% of
which were covered by collective bargaining agreements and 16% of which are
governed by European works councils. Twenty-three of

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Automotive's existing labor agreements, covering a total of 3,000 employees, are
scheduled for renegotiation in 1999 and 2000. Automotive regards its employee
relations as generally satisfactory.

The principal raw material utilized by Automotive is steel. Automotive
believes that an adequate supply of steel can presently be obtained from a
number of different domestic and foreign suppliers.

Automotive holds a number of domestic and foreign patents and trademarks
relating to its products and businesses. It manufactures and distributes its
products primarily under the Walker(R) and Monroe(R) brand names, which are well
recognized in the marketplace and are registered trademarks of Automotive. The
patents, trademarks and other intellectual property owned by or licensed to
Automotive are important in the manufacturing, marketing and distribution of its
products.

MANAGEMENT AFTER THE SPIN-OFF

BOARD OF DIRECTORS

In connection with the spin-off, the current Board of Directors of Tenneco
Inc. will be restructured. This restructured Board of Directors will govern the
management and operations of Automotive upon completion of the spin-off.

The Automotive Board of Directors is currently divided into three classes
serving staggered three-year terms. At each annual meeting of stockholders,
successors to the directors whose terms expire at that meeting are elected.
However, Tenneco intends to submit a proposal for stockholder consideration to
eliminate its staggered board structure and provide instead for the annual
election of directors. Tenneco plans to submit this proposal at a special
stockholders' meeting to be held on October 25, 1999. If this proposal is
approved, the staggered board structure will be phased-out over the next three
annual stockholders' meetings, with directors being elected annually after the
expiration of the current staggered board terms set forth below.

Information concerning the individuals who will serve as directors of
Automotive upon completion of the spin-off and their terms is provided below.
Any current directors of Tenneco Inc. who will not be continuing as Automotive
directors will resign effective upon the spin-off.

Terms Expiring at the 2000 Annual Meeting of Stockholders -- Class I

MARK ANDREWS -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Andrews.

DAVID B. PRICE, JR. -- Mr. Price has been an Executive Vice President of
the BFGoodrich Company and President and Chief Operating Officer of BFGoodrich
Performance Materials, a producer of chemical additives and specialty plastics
for use in consumer and industrial products, since July 1997. Prior to joining
BFGoodrich, Mr. Price held various executive positions over a 20-year span at
Monsanto Company, most recently serving as President of the Performance
Materials Division of Monsanto Company from 1995 to July 1997. From 1993 to
1995, he was Vice President and General Manager of commercial operations for the
Industrial Products Group and was also named to the management board of
Monsanto's Chemical Group. Mr. Price is 53 years old and will be named a
director in connection with the spin-off.

Terms Expiring at the 2001 Annual Meeting of Stockholders -- Class II

DANA G. MEAD, CHAIRMAN OF THE BOARD -- See "Description of
Packaging -- Management -- Board of Directors" for information about Mr. Mead.

M. KATHRYN EICKHOFF -- Ms. Eickhoff has been President of Eickhoff
Economics, Inc., a consulting firm, since 1987. From 1985 to 1987, she was
Associate Director for Economic Policy for the U.S. Office of Management and
Budget, and prior to 1985, was Executive Vice President and Treasurer of
Townsend-Greenspan & Co., Inc., an economic consulting firm. She is also a
director of AT&T Corp., Pharmacia & Upjohn, Inc., and Fleet Bank, NA. Ms.
Eickhoff is 60 years old, and has been a director of Tenneco since

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1987. She previously served as a member of the Tenneco Board of Directors from
1982 until her resignation to join the Office of Management and Budget in 1985.

ROGER B. PORTER -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Porter.

Terms Expiring at the 2002 Annual Meeting of Stockholders -- Class III

MARK P. FRISSORA -- Mr. Frissora will be the Chief Executive Officer of
Automotive upon the spin-off and has been serving as its President since April
1999. From 1996 to April 1999, he held various positions within Automotive's
operations including Senior Vice President and General Manager of North American
Original Equipment. Mr. Frissora joined Automotive in 1996 from Aeroquip-Vickers
Corporation, where he served from 1991 as Vice President of North American
marketing, sales and distribution. Mr. Frissora is 43 years old and will be
named a director in connection with the spin-off.

SIR DAVID PLASTOW -- Sir David Plastow was Chairman of the Medical Research
Council, which promotes and supports research and post-graduate training in the
biomedical and other sciences, from 1990 until his retirement in 1998. He served
as Chairman of Inchcape plc, a multi-national marketing and distribution
company, from June 1992 to December 1995, and Chairman and Chief Executive
Officer of Vickers plc, an engineering and manufacturing company headquartered
in London, from January 1987 to May 1992. He is also a director of FT Everard &
Sons Limited. Sir David Plastow is 67 years old and has been a director of
Tenneco since May 1996. He previously served as a member of the Board of
Directors of Tenneco from 1985 until 1992.

PAUL T. STECKO -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Stecko.

EXECUTIVE OFFICERS

The following provides information concerning the persons who will serve as
the executive officers of Automotive upon completion of the spin-off. Each of
the named persons has been, or before the spin-off will be, elected to the
office indicated opposite his name and will serve at the discretion of the
Automotive Board of Directors.

<TABLE>
<CAPTION>
AGE AT
NAME JUNE 30, 1999 TITLE
---- ------------- -----
<S> <C> <C>
Mark P. Frissora............... 43 Chief Executive Officer
Richard P. Schneider........... 52 Senior Vice President -- Global Administration
Mark A. McCollum............... 40 Senior Vice President and Chief Financial Officer
Timothy R. Donovan............. 43 Senior Vice President and General Counsel
Timothy E. Jackson............. 45 Senior Vice President and General Manager -- North
American Original Equipment and Worldwide Program
Management
David G. Gabriel............... 40 Senior Vice President and General Manager -- North
American Aftermarket
</TABLE>

MARK P. FRISSORA -- See "-- Board of Directors," above, for information
about Mr. Frissora.

RICHARD P. SCHNEIDER -- As Senior Vice President -- Global Administration,
Mr. Schneider is responsible for the development and implementation of human
resources programs and policies and corporate communications activities for
Automotive's worldwide operations. He joined Automotive in 1994 from
International Paper Company where, during his 20-year tenure, he held key
positions in labor relations, management development, personnel administration
and equal employment opportunity.

MARK A. MCCOLLUM -- Mr. McCollum joined Automotive in April 1998 from
Tenneco, where as Vice President, Corporate Development he was responsible for
executing Tenneco's strategic transactions. From January 1995 to April 1998, he
served in various capacities with Tenneco, including Vice President,

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Financial Analysis and Planning and Corporate Controller. Before joining
Tenneco, Mr. McCollum spent 14 years with the international public accounting
firm of Arthur Andersen LLP, serving as an audit and business advisory partner
of the company's worldwide partnership from 1991 to December 1994.

TIMOTHY R. DONOVAN -- Mr. Donovan was named Senior Vice President and
General Counsel of Automotive in August 1999. Mr. Donovan was a partner in the
law firm of Jenner & Block from 1989 until his resignation in September 1999,
and most recently served as the Chairman of the firm's Corporate and Securities
Department and as a member of its Executive Committee.

TIMOTHY E. JACKSON -- Mr. Jackson was named Senior Vice President and
General Manager -- North American Original Equipment and Worldwide Program
Management in June 1999. Mr. Jackson joined the company from ITT Industries
where he was President of the company's Fluid Handling Systems Division. With
over 20 years of management experience, 14 within the automotive industry, he
was also Chief Executive Officer for HiSAN, a joint venture between ITT
Industries and Sanoh Industrial Company. Mr. Jackson has also served in senior
management positions at BFGoodrich Aerospace and General Motors Corporation.

DAVID G. GABRIEL -- Mr. Gabriel was named Senior Vice President and General
Manager -- North American Aftermarket in August 1999. From March to August 1999,
Mr. Gabriel was the Vice President of Operations for Automotive's North American
aftermarket business. From March 1997 to March 1999, he served as Vice President
of Manufacturing for Automotive's North American aftermarket business. From
February 1995 to March 1997, he served as Executive Director of Supplier
Development for Tenneco Business Services. Before joining Tenneco in February
1995, Mr. Gabriel spent 15 years in various operating positions of increasing
responsibility with the Pepsi Cola Company and Johnson and Johnson. From 1993 to
February 1995, Mr. Gabriel was Director of Supplier Development at the Pepsi
Cola Company.

STOCK OWNERSHIP OF MANAGEMENT

The following table shows, as of June 30, 1999, the number of shares of
Tenneco common stock beneficially owned by: (1) each person who will be a
director of Automotive upon the spin-off; (2) each person who is named in the
Summary Compensation Table for Automotive, below; and (3) all persons who will
be directors or executive officers of Automotive upon the spin-off, as a group.
The table also shows: (a) Tenneco common stock equivalents held by these
directors and executive officers under benefit plans; and (b) the total number
of shares of Tenneco common stock and common stock equivalents held.

<TABLE>
<CAPTION>
SHARES OF COMMON COMMON STOCK TOTAL SHARES
STOCK OWNED(1)(2)(3) EQUIVALENTS(4) AND EQUIVALENTS
-------------------- -------------- ---------------
<S> <C> <C> <C>
DIRECTORS
Mark Andrews........................................... 14,155 1,600 15,755
M. Kathryn Eickhoff.................................... 9,728 1,600 11,328
Mark P. Frissora....................................... 33,968 -- 33,968
Dana G. Mead........................................... 765,821 44,737 810,558
Sir David Plastow...................................... 4,700 2,610 7,310
Roger B. Porter........................................ 2,000 3,420 5,420
David B. Price, Jr. ................................... -- -- --
Paul T. Stecko......................................... 314,362 -- 314,362
EXECUTIVE OFFICERS
Richard P. Schneider................................... 24,751 -- 24,751
Mark A. McCollum....................................... 30,959 -- 30,959
Timothy R. Donovan..................................... -- -- --
Timothy E. Jackson..................................... -- -- --
David G. Gabriel....................................... 15,742 -- 15,742
All executive officers and directors as a group........ 1,216,186(5) 53,967 1,270,153(5)
</TABLE>

- ---------------
(1) Each director and executive officer has sole voting and investment power
over the shares beneficially owned (or has the right to acquire shares as
described in note (2) below) as set forth in this column, except for: (a)
restricted shares; and (b) shares that executive officers and directors have
the right to acquire pursuant to stock options. Generally, Tenneco
restricted shares will be vested prior to the spin-off. In connection with
the spin-off, Tenneco stock options held by the executive officers listed
above will

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be adjusted so that the options immediately after the spin-off will have
equivalent economic terms to the options immediately before the spin-off.
Tenneco stock options held by directors will be adjusted in the same manner,
except that one-half of the Tenneco options held by Messrs. Mead, Andrews
and Porter will be replaced with Packaging options having equivalent
economic terms, and options held by Mr. Stecko will terminate unless
exercised prior to the spin-off.

(2) Includes restricted shares. At June 30, 1999, Ms. Eickhoff and Messrs.
Andrews, Frissora, Mead, Plastow, Schneider and Gabriel held 3,963; 6,547;
12,000; 66,025; 300; 3,000; and 5,000 restricted shares, respectively. Also
includes shares that are subject to options, which are exercisable within 60
days of June 30, 1999 for Ms. Eickhoff and Messrs. Andrews, Frissora, Mead,
Plastow, Porter, Stecko, Schneider, McCollum and Gabriel to purchase 2,000;
2,000; 20,887; 616,176; 2,000; 2,000; 288,814; 15,844; 30,959; and 9,848
shares, respectively.

(3) Less than one percent of the outstanding shares of Tenneco common stock.

(5) Includes 990,528 shares that are subject to options that are exercisable
within 60 days of June 30, 1999, by all executive officers and directors as
a group, and includes 96,835 restricted shares for all executive officers
and directors as a group.

COMMITTEES OF THE BOARD OF DIRECTORS AFTER THE SPIN-OFF

The Automotive Board of Directors will have three standing committees when
the spin-off is completed. These committees will have the following described
responsibilities and authority:

The Audit Committee, comprised solely of outside directors, will have the
responsibility, among other things, to: (1) recommend the selection of
Automotive's independent public accountants; (2) review and approve the scope of
the independent public accountants' audit activity and extent of non-audit
services; (3) review with management and such independent public accountants the
adequacy of Automotive's basic accounting system and the effectiveness of
Automotive's internal audit plan and activities; (4) review with management and
the independent public accountants Automotive's certified financial statements
and exercise general oversight of Automotive's financial reporting process; and
(5) review with Automotive litigation and other legal matters that may affect
Automotive's financial condition and monitor compliance with Automotive's
business ethics and other policies.

The Compensation/Nominating/Governance Committee, comprised solely of
outside directors, will have the responsibility, among other things, to: (1)
establish the salary rate of officers and employees of Automotive and its
subsidiaries; (2) examine periodically the compensation structure of Automotive;
and (3) supervise the welfare and pension plans and compensation plans of
Automotive. It will also have significant corporate governance responsibilities,
among other things, to: (a) review and determine the desirable balance of
experience, qualifications and expertise among members of the Automotive Board;
(b) review possible candidates for membership on the Automotive Board and
recommend a slate of nominees for election as directors at Automotive's annual
stockholders' meeting; (c) review the function and composition of the other
committees of the Automotive Board and recommend membership on these committees;
and (d) review the qualifications and recommend candidates for election as
officers of Automotive.

The Three-year Independent Director Evaluation Committee, comprised solely
of outside directors, will have the responsibility, among other things, to
review Automotive's qualified offer rights plan at least every three years and,
if it deems it appropriate, recommend that the full Automotive Board modify or
terminate that plan.

EXECUTIVE COMPENSATION

The following table shows the compensation paid for 1998 by Tenneco to: (1)
the person who will become the Chief Executive Officer of Automotive upon the
spin-off; and (2) each of the persons who will be included among the next three
most highly compensated executive officers of Automotive upon the spin-off,
based on 1998 compensation, other than the Chief Executive Officer. The table
shows amounts paid to these persons for all services provided to Tenneco and its
subsidiaries. Messrs. Donovan and Jackson had no compensation from Tenneco and
its subsidiaries prior to 1999.

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SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------------
-------------------------------------- RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(1) BONUS COMPENSATION(2) AWARDS(3) OPTIONS(4) COMPENSATION(5)
--------------------------- --------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark P. Frissora.................... $252,300 $130,000 $ 31,234 $450,720 35,000 $ 9,393
Chief Executive Officer
Richard P. Schneider................ $216,310 $ 80,000 $ 39,169 -- 15,000 $12,683
Senior Vice President -- Global
Administration
Mark A. McCollum.................... $211,800 $ 75,000 $110,678 -- 15,000 $ 584
Senior Vice President and Chief
Financial Officer
David G. Gabriel.................... $182,353 $ 60,000 $ 15,720 $187,800 10,000 $ 7,288
Senior Vice President and General
Manager -- North American
Aftermarket
</TABLE>

- ---------------
(1) Includes base salary plus amounts paid in lieu of matching contributions to
the Tenneco Thrift Plan.

(2) Includes amounts attributable to: (a) the value of personal benefits
provided by Tenneco to executive officers, such as the personal use of
Tenneco-owned property, and relocation expenses; (b) reimbursement for
taxes; and (c) amounts paid as dividend equivalents on performance share
equivalent units ("Dividend Equivalents"). The amount of each personal
benefit that exceeds 25% of the estimated value of the total personal
benefits provided by Tenneco, reimbursement for taxes, and amounts paid as
Dividend Equivalents to the individuals named in the table for 1998 was as
follows: $1,013 for reimbursement of taxes; $8,760 in Dividend Equivalents
and $20,000 perquisite allowance for Mr. Frissora; $3,950 for reimbursement
of taxes, $10,200 in Dividend Equivalents and $20,000 perquisite allowance
for Mr. Schneider; $58,946 in relocation expenses, $20,745 for reimbursement
of taxes, $8,400 in Dividend Equivalents and $20,000 perquisite allowance
for Mr. McCollum; and $3,720 in Dividend Equivalents and $12,000 perquisite
allowance for Mr. Gabriel.

(3) Includes the dollar value of grants of restricted shares based on the price
of Tenneco common stock on the date of grant. At December 31, 1998, Messrs.
Frissora, Schneider, McCollum and Gabriel held 19,300; 11,500; 7,000; and
8,100 restricted shares and/or performance share equivalent units,
respectively. The value at December 31, 1998, based on a per
share/equivalent unit price of $34.063 on that date, of all restricted
shares/performance units held was $657,416 for Mr. Frissora, $391,725 for
Mr. Schneider, $238,441 for Mr. McCollum, and $275,910 for Mr. Gabriel.
Generally, restricted shares and performance share equivalent units will be
vested prior to the spin-off. Dividends/Dividend Equivalents will be paid on
the restricted shares/ performance share equivalent units held by each
individual.

(4) In connection with the spin-off, options will be adjusted so that the
options immediately after the spin-off will have equivalent economic terms
to the options immediately before the spin-off.

(5) Includes amounts attributable during 1998 to benefit plans of Tenneco as
follows:

(a) The amounts contributed pursuant to Tenneco's Thrift Plan for the
accounts of Messrs. Frissora, Schneider and Gabriel were $6,400, $5,013
and $5,000, respectively.

(b) The dollar values paid by Tenneco for insurance premiums under the
Tenneco group life insurance plan (including dependent life) for Messrs.
Frissora, Schneider, McCollum, and Gabriel were $2,993, $7,670, $584,
and $2,288, respectively.

Automotive anticipates that, at the time of the spin-off, Mr. Frissora's
annual salary will be increased to $580,000 and that his bonus target after the
spin-off will be increased. Bonus targets for Messrs. Schneider, McCollum and
Gabriel have been increased on a prorated basis for 1999. See also
"-- Termination of Employment and Change-in-Control Arrangements."

Automotive also anticipates making a grant of stock options immediately
following the spin-off. This grant is intended to represent a three-year award.
Messrs. Frissora, Schneider, McCollum, Donovan, Jackson and Gabriel are expected
to receive options to purchase 375,000, 90,000, 120,000, 90,000, 90,000 and
75,000 shares of Automotive common stock, respectively, after giving effect to a
proposed one-for-five reverse stock split.

Automotive anticipates that in 2000, Messrs. Frissora, Schneider, McCollum,
Donovan, Jackson and Gabriel will be granted 25,000, 5,500, 7,000, 5,500, 5,500
and 5,000 performance share equivalent units, respectively, after giving effect
to a proposed one-for-five reverse stock split.

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<PAGE> 151

OPTIONS GRANTED IN 1998

The following table shows the number of options to purchase Tenneco common
stock granted during 1998 to the persons named in the Summary Compensation Table
above.

<TABLE>
<CAPTION>
PERCENT OF
SHARES OF TOTAL
COMMON STOCK OPTIONS GRANTED
UNDERLYING TO TENNECO EMPLOYEES EXERCISE EXPIRATION GRANT DATE
NAME OPTIONS GRANTED(#)(1) IN 1998(%) PRICE($)(2) DATE PRESENT VALUE(3)
---- --------------------- -------------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Mr. Frissora......... 35,000 2.0% $36.63 7/21/08 $360,150
Mr. Schneider........ 15,000 .9% $36.63 7/21/08 $154,350
Mr. McCollum......... 15,000 .9% $36.63 7/21/08 $154,350
Mr. Gabriel.......... 10,000 .5% $36.63 7/21/08 $102,900
</TABLE>

- ---------------

(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be adjusted so that the options immediately after
the spin-off will have equivalent economic terms to the options immediately
before the spin-off.

(2) All options were granted with exercise prices equal to 100% of the fair
market value of a share of Tenneco common stock on the date of grant.

(3) The Black-Scholes valuation was performed using the following assumptions:
25.6% volatility, 5.7% risk free interest rate, 3.2% expected dividend rate
and 10 year option life.

OPTIONS AT 1998 YEAR-END

The following table shows the number of options to purchase Tenneco common
stock held at December 31, 1998 by the persons named in the Summary Compensation
Table above. No Tenneco options were exercised in 1998, and there were no
in-the-money Tenneco options as of December 31, 1998.

<TABLE>
<CAPTION>
TOTAL NUMBER OF
UNEXERCISED OPTIONS
HELD AT
DECEMBER 31, 1998(1)
----------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
<S> <C> <C>
Mr. Frissora................................................ 8,291 65,495
Mr. Schneider............................................... 9,180 57,862
Mr. McCollum................................................ 22,476 49,583
Mr. Gabriel................................................. 5,894 23,346
</TABLE>

- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be adjusted so that the options immediately after
the spin-off will have equivalent economic terms to the options immediately
before the spin-off.

LONG-TERM INCENTIVE PLANS
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN 1998

The following table shows information concerning performance-based awards
made during 1998 to the persons named in the Summary Compensation Table above.

<TABLE>
<CAPTION>
NUMBER OF SHARES, PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
UNITS OR OTHER PERIOD NON-STOCK PRICE-BASED PLANS(1)
OTHER UNTIL MATURATION ---------------------------------------
NAME RIGHTS(1)(2) OR PAYOUT(3) THRESHOLD(4) TARGET(4) MAXIMUM(4)
---- ----------------- ---------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Frissora.................. 5,000 4 years 25% 100% 150%
Mr. Schneider................. 4,500 4 years 25% 100% 150%
Mr. McCollum.................. 3,500 4 years 25% 100% 150%
Mr. Gabriel................... 2,000 4 years 25% 100% 150%
</TABLE>

- ---------------
(1) Estimated future payouts are based on earnings per share ("EPS") from
continuing operations; however, generally performance share equivalent units
will be deemed to be earned at the target level and vested prior to the
spin-off.

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<PAGE> 152

(2) Each performance share equivalent unit represents one share of Tenneco's
common stock that may be earned under this award and the number of
performance share equivalent units listed in this column represents the
maximum number of performance share equivalent units that may be earned
under this award.

PENSION PLAN TABLE

The following table shows the aggregate estimated annual benefits payable
upon normal retirement pursuant to the Tenneco Retirement Plan and the Tenneco
Inc. Supplemental Executive Retirement Plan to persons in specified remuneration
and years of credited participation classifications. In connection with the
spin-off, Packaging will become the sponsor of the Tenneco Retirement Plan.
Automotive expects to adopt a salaried defined benefit pension plan patterned
after the Tenneco Retirement Plan. The Automotive plan will count service prior
to the spin-off for all purposes, including benefit accrual, but there will be
an offset for benefits accrued under the Tenneco Retirement Plan. Therefore, as
to Automotive employees, the benefits described in the table will be provided by
a combination of payments from the Tenneco Retirement Plan and the Automotive
plan. Automotive also expects to adopt plans similar to the Tenneco Inc.
supplemental pension plan. Automotive also expects to adopt a key executive
pension plan covering executive officers which will call for benefits commencing
at age 55 of 4% of compensation (salary and bonus) per year of service up to a
maximum of 50%, reduced by payments under all other Automotive qualified and
non-qualified defined benefit pension plans.

<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
ANNUAL -------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35
- ------------ - -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$250,000 $19,642 $39,285.. $ 58,928 $ 78,571 $ 98,214 $117,857 $137,500
$300,000 $23,571 $47,142.. $ 70,714 $ 94,285 $117,857 $141,428 $165,000
$350,000 $27,500 $55,000.. $ 82,500 $110,000 $137,500 $165,000 $192,500
$400,000 $31,428 $62,857.. $ 94,285 $125,714 $157,142 $188,571 $220,000
$450,000 $35,357 $70,714.. $106,071 $141,428 $176,785 $212,142 $247,500
$500,000 $39,285 $78,571.. $117,857 $157,142 $196,428 $235,714 $275,000
$550,000 $43,214 $86,428.. $129,642 $172,857 $216,071 $259,285 $302,500
$600,000 $47,142 $94,285.. $141,428 $188,571 $235,714 $282,857 $330,000
$650,000 $51,071 $102,142.. $153,214 $204,285 $255,357 $306,428 $357,500
$700,000 $55,000 $110,000.. $165,000 $220,000 $275,000 $330,000 $385,000
</TABLE>

- ---------------
1. The benefits shown above are computed as a straight life annuity and are
based on years of credited participation and the employee's average
compensation, which is comprised of salary and bonus. These benefits are not
subject to any deduction for Social Security or other offset amounts. The
years of credited participation for Messrs. Frissora, Schneider, McCollum and
Gabriel are 2, 4, 4 and 4, respectively. See the Summary Compensation Table
above for salary and bonus information for these individuals.
2. If Mr. Frissora completes 10 years of service in the period commencing
January 1, 1999, he will be entitled to benefits commencing at age 55 of at
least 40% of his average salary plus bonus determined over a three-year
period.

COMPENSATION OF DIRECTORS

Fee Structure. Following the spin-off, each director who is not also an
employee of Automotive or its subsidiaries, an "outside director," will be paid
a yearly retainer fee of $35,000 for service on the Automotive Board of
Directors. In general, 100% of that fee will be paid in the form of
stock-settled common stock equivalents, (the "directors' stock equivalents") as
described below. A director may elect, however, to have up to 40%, or $14,000,
of the fee paid in cash. These outside directors will also receive cash
attendance fees and committee chair and membership fees, and reimbursement of
their expenses for attending meetings of the Board of Directors. Outside
directors will receive $1,000 for each meeting of the Board of Directors
attended, and each one who serves as a Chairman of the Audit Committee or the

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<PAGE> 153

Compensation/Nominating/Governance Committee will be paid a fee of $7,000 per
chairmanship. Outside directors who serve as members of these committees will be
paid $4,000 per committee membership. Members of the Three-year Independent
Director Evaluation Committee will receive $1,000 plus expenses for each meeting
of that committee attended.

Common Stock Equivalents/Options. As described above, all or a portion of
an outside director's retainer fee will be paid in common stock equivalent
units. These directors' stock equivalents will be payable in shares of
Automotive common stock after an outside director ceases to serve as a director
of Automotive. Final distribution of these shares may be made either in a lump
sum or in installments over a period of years. The directors' stock equivalents
will be issued at 100% of the fair market value on the date of the grant. Each
outside director will also receive an annual grant of an option to purchase up
to 5,000 shares of Automotive common stock and 1,000 performance share
equivalent units as additional incentive compensation. Directors options: (a)
will be granted with per share exercise prices equal to 100% of the fair market
value of a share of Automotive common stock on the day the option is granted;
(b) will have terms of ten years; and (c) will fully vest six months from the
grant date. Once vested, the directors options will be exercisable at any time
during the option term.

Automotive expects that restricted shares of Tenneco common stock and
directors' stock equivalents held by outside directors will be vested prior to
the completion of the spin-off, and the directors will be paid an amount in cash
to defray taxes incurred on that vesting.

Deferred Compensation Plan. Automotive will have a voluntary deferred
compensation plan for outside directors. Under the plan, an outside director may
elect, prior to commencement of the next calendar year, to have some or all of
the cash portion, that is, up to 40% or $14,000, of his or her retainer fee and
some or all of his or her meeting fees credited to a deferred compensation
account. The plan will provide these directors with various investment options.
The investment options will include stock equivalent units of Automotive common
stock, which may be paid out in either cash or shares of Automotive common
stock.

Restricted Stock. In satisfaction of residual obligations of Automotive
under the discontinued retirement plan for directors, Ms. Eickhoff and Mr.
Andrews will receive a yearly grant of $15,400 in value of restricted shares of
Automotive common stock. The restricted shares may not be sold, transferred,
assigned, pledged or otherwise encumbered and are subject to forfeiture if Ms.
Eickhoff or Mr. Andrews ceases to serve on the Board prior to the expiration of
the restricted period. This restricted period ends upon his or her normal
retirement from the Board, unless he or she is disabled, dies, or the
Compensation/Nominating/Governance Committee of the Board, at its discretion,
determines otherwise. During the restricted period, Ms. Eickhoff and Mr. Andrews
will be entitled to vote the shares and receive dividends.

TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Automotive will maintain a key executive change-in-control severance
benefit plan similar to the existing Tenneco plan and incorporating some
provisions of the benefits protection trust. The purpose of the plan is to
enable Automotive to continue to attract, retain and motivate highly qualified
employees by eliminating, to the maximum practicable extent, any concern on the
part of such employees that their job security or benefit entitlements will be
jeopardized by a "change-in-control" of Automotive, as that term will be defined
in the plan. The plan will be designed to achieve this purpose through the
provision of severance benefits for key employees and officers whose positions
are terminated following a change-in-control as provided in the plan. Under the
plan, Automotive expects that Messrs. Frissora, Schneider, McCollum and Gabriel
would have become entitled to receive payments from Automotive in the amount of
$1,575,000; $1,295,001; $1,428,999 and $924,999, respectively, had their
positions been terminated on August 31, 1999 following a change-in-control,
based on their current 1999 salaries of $400,000, $315,000, $315,000 and
$235,000, respectively. In addition, restricted shares held in the name of those
individuals under restricted stock plans would have automatically reverted to
Automotive, and Automotive would have been obliged to pay those individuals the
fair market value of those restricted shares. Their performance share equivalent
units would also have been fully vested and paid. The spin-off does not
constitute a "change-in-control" of Tenneco for purposes of Tenneco's current or
new change-in-control severance

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<PAGE> 154

benefits plans or of Automotive for purposes of the change-in-control severance
benefits plans. The Tenneco benefits protection trust and the existing rabbi
trust will be terminated prior to the spin-off.

Other than in connection with a change-in-control, Automotive has agreed
that if Mr. Frissora's employment is terminated other than for death, disability
or non-performance of duties, he will be paid two times the total of his current
salary and his bonus for the immediately preceding year, all outstanding
stock-based awards would be vested, subject to Board approval, and his stock
options will remain exercisable for at least 90 days. Automotive has agreed to
provide Mr. Schneider severance benefits similar to those with respect to Mr.
Frissora, except he would be paid one and one-half times the total of his
current salary plus his bonus for the immediately preceding year.

Mr. Donovan receives an annual salary of $290,000. His target bonus is
$150,000 and he will be included in the group of executives who qualify for the
benefits described above with respect to a change-in-control.

Mr. Jackson receives an annual salary of $250,000. His target bonus is
$150,000 and he will be included in the group of executives who qualify for the
benefits described above with respect to a change-in-control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal year 1998, Tenneco paid the firm Eickhoff Economics, Inc., of
which Ms. Eickhoff is the sole owner, approximately $25,000 for financial
consulting services. These services have not been and will not be provided in
1999.

Upon the spin-off, Messrs. Frissora, Schneider, McCollum and Jackson will
be granted Automotive restricted stock with a value on the grant date equal to
the pre-spin-off value of 35,000 shares of Tenneco common stock as to Mr.
Frissora and 15,000 shares of Tenneco common stock as to each of the others.
One-third of such restricted stock will vest each year following the spin-off
assuming that the grantee remains employed through that date.

During fiscal year 1999, Mr. Frissora was indebted to Tenneco. Such
indebtedness was incurred in connection with his relocation and all amounts
outstanding are secured by a subordinated mortgage note without interest.
Principal will only be payable in full upon termination of his employment prior
to 2003 except for a termination without cause or following a change-in-control.
The approximate aggregate amount outstanding is $400,000.

During 1999, Mr. McCollum was indebted to an affiliate of Tenneco in
connection with a relocation loan of approximately $400,000. In July, 1999, that
obligation was canceled.

During fiscal 1998, Tenneco and its subsidiaries paid the law firm of
Jenner & Block, of which Mr. Donovan was a partner, approximately $13.5 million
for legal services, a substantial portion of which related to work for
Packaging.

For additional information concerning certain relationships between Tenneco
and members of Tenneco's existing management, see the Tenneco Inc. Proxy
Statement for the Annual Meeting of Shareowners held on May 11, 1999 which is
incorporated in this document by reference. See also "Description of
Packaging -- Management -- Certain Relationships and Related Transactions."

AUTOMOTIVE BENEFIT PLANS FOLLOWING THE SPIN-OFF

Automotive will continue its sponsorship of the defined benefit pension
plans covering hourly employees. Automotive expects to adopt a salaried defined
benefit pension plan patterned after the Tenneco Retirement Plan, which will
count service prior to the spin-off for all purposes including benefit accrual,
but there will be an offset for benefits accrued under the Tenneco Retirement
Plan. Automotive will adopt thrift plans covering salaried and hourly employees
to which the employees' account balances in the existing Tenneco Thrift Plan
will be transferred. The Automotive thrift plans will be 401(k) plans, and there
will be employer contributions.

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<PAGE> 155

Automotive will adopt two non-qualified deferred compensation plans
patterned after the existing Tenneco deferred compensation plans and
supplemental defined benefit pension plan. These plans will be unfunded.

Automotive will continue the executive incentive compensation plan to
provide annual cash bonuses to eligible employees.

Participation in the existing Tenneco employee stock purchase plan has been
suspended. Automotive expects to permit resumed participation in that plan after
the spin-off.

Automotive will continue the 1996 Tenneco Inc. Stock Ownership Plan.
Tenneco options which will continue to be held by Automotive personnel will be
adjusted in connection with the spin-off to maintain economic equivalent terms.
Shares underlying options previously held by non-Automotive personnel will
become available for regrant at the time of the spin-off.

NEW FINANCING

In connection with the spin-off, Automotive (1) has entered into a new
senior secured credit facility and (2) intends to issue new senior subordinated
debt. Automotive plans to use the proceeds of the senior subordinated debt issue
and borrowings of approximately $1,173 million under the new senior credit
facility to fund a portion of the debt realignment. See "The Spin-off -- Debt
Realignment."

A definitive agreement for the issuance and sale of the senior subordinated
notes is being negotiated and has not been completed. Accordingly, the terms of
such arrangement described below are preliminary and may change as a result of
the negotiation of a definitive agreement. In addition, funding under both of
the financings described below will be subject to the satisfaction of numerous
conditions.

NEW CREDIT FACILITY

Automotive has entered into a senior secured credit facility with a
syndicate, or group, of banks and other financial institutions. The total
available borrowing capacity under the senior secured credit facility is $1,550
million, including a $500 million revolving credit facility, with commitment
terms ranging from six to eight and one-half years.

Repayment. The terms of the senior secured credit facility require the
revolving credit facility to be repaid on or before the date that is the sixth
anniversary of the funding date. Prior to that date, funds may be borrowed,
repaid and reborrowed without premium or penalty. The revolving credit facility
will terminate in 2005.

The term loans under the senior secured credit facility have varying
maturities from six to eight and one-half years, a portion of which will be
payable in quarterly installments beginning September 30, 2001 and the remainder
of which will be payable at maturity.

Guarantee; Security. Upon the spin-off, the senior credit facility will be
guaranteed by each of Automotive's direct and indirect wholly-owned domestic
subsidiaries. At that time, the senior credit facility will also be secured by a
perfected security interest in (1) substantially all of the tangible and
intangible assets of Automotive and its domestic subsidiaries, (2) the capital
stock of Automotive's domestic subsidiaries, and (3) up to 66% of the capital
stock of Automotive's first-tier foreign subsidiaries, excluding joint venture
interests. Automotive expects that the collateral will be permanently released
if Automotive achieves specified long-term debt ratings and a portion of the
term loans have been paid in full.

Covenants. The senior credit facility will require Automotive to maintain
compliance with the following financial tests:

- minimum fixed charge coverage ratio, which is the ratio of consolidated
EBITDA less consolidated capital expenditures to consolidated cash
interest expense; and

- maximum leverage ratio, which is the ratio of consolidated indebtedness
to consolidated EBITDA.

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<PAGE> 156

In addition, the senior credit facility contains restrictions on
Automotive's operations that are customary for similar facilities and
transactions, including limitations on: (a) incurring additional liens; (b)
liquidations and dissolutions; (c) incurring additional indebtedness or
guarantees; (d) sales or other dispositions of assets; (e) capital expenditures;
(f) dividends; (g) mergers and consolidations; (h) loans and advances; (i)
prepayments and modifications of subordinated and other debt instruments; and
(j) sales and leasebacks.

Interest. The borrowings under the senior credit facility will bear
interest at floating rates, generally based, at Tenneco's option, on a base rate
defined in the senior secured credit facility or the Eurodollar rate, in each
case plus an applicable margin that will depend on Automotive's leverage ratio.

Mandatory Prepayments. The senior secured credit facility requires
Automotive to prepay the term loan facilities and reduce commitments under the
revolving credit facility with:

- 100% of the net proceeds of any issuance or incurrence of indebtedness
after the funding date by Automotive or its subsidiaries, subject to
exceptions for permitted debt;

- 50% of the net proceeds of any issuance of equity by Automotive or its
subsidiaries, subject to some exceptions;

- 100% of the net proceeds of any sale or other disposition by Automotive
or its subsidiaries of any assets, unless such proceeds are reinvested in
assets useful in Automotive's business, with some exceptions;

- 75% of excess cash flow, as defined in the senior secured credit
facility; and

- 100% of the net proceeds of casualty insurance, condemnation awards or
other recoveries, to the extent the proceeds are not reinvested in other
assets useful in Automotive's business, subject to some exceptions.

The mandatory prepayment percentages will be reduced if Automotive achieves
certain performance measures established in the facility.

NEW SUBORDINATED DEBT

In connection with the spin-off, Automotive intends to offer $500 million
of senior subordinated notes in a private placement for resale pursuant to Rule
144A under the Securities Act of 1933. The senior subordinated notes will be
general unsecured obligations of Automotive, junior to all senior indebtedness
of Automotive. While the interest rate, interest payment dates, maturity and
other material terms of the senior subordinated notes have not been finalized,
Automotive expects that the senior subordinated notes will have terms customary
for senior subordinated note offerings of issuers similar to Automotive.
Automotive also expects that the senior subordinated notes will:

- mature in 10 years;

- be guaranteed by all of Automotive's material domestic wholly-owned
subsidiaries;

- have registration rights;

- be redeemable at the option of the holders upon a change of control; and

- include customary limitations on Automotive for this type of financing,
including limitations on indebtedness, liens, dividends, stock
repurchases, investments, assets sales, mergers, subsidiary stock
issuances and affiliate transactions.

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<PAGE> 157

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of U.S. federal income tax
consequences of the exchange offers and consent solicitation to holders of
original securities. This discussion is the opinion of Jenner & Block, tax
counsel to Tenneco and Packaging in connection with the exchange offers, based
on United States federal income tax laws as now in effect. This discussion does
not discuss all aspects of U.S. federal income taxation that may be relevant to
you in light of the your particular circumstances. For example, special rules
may apply to you if you are one of the following types of holders:

- an insurance company,

- a tax-exempt organization,

- an employee stock ownership plan,

- a bank, broker, dealer or financial institution,

- a holder that holds original securities as part of a position in a
"straddle" or as part of a "hedging" or "conversion" transaction for U.S.
federal income tax purposes,

- a holder that has a "functional currency" other than the United States
dollar, or

- a taxpayer that is not a citizen or resident of the United States, or
that is a foreign corporation, foreign partnership or foreign estate or
trust as to the United States.

In addition, the discussion does not consider the effect of any foreign,
state, local, or other tax laws, or any United States tax consequences, such as
estate or gift tax, other than income tax consequences, that may be applicable
to you. Further, this summary assumes that you hold the original securities as
"capital assets" within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"). "Capital assets" are generally property held
for investment. This summary is based on the Code and applicable Treasury
Regulations promulgated and proposed under the Code, rulings, administrative
pronouncements and decisions as of the date of this document, all of which are
subject to change or differing interpretations at any time with possible
retroactive effect.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO YOU OF THE EXCHANGE OFFERS AND
CONSENT SOLICITATION.

TAX CONSIDERATIONS IF YOU EXCHANGE

New Securities. In general, if you tender your original securities in the
exchange offers, you should not recognize any gain or loss as a result of your
receipt of new securities, except on the receipt of accrued and unpaid interest
on the original securities and except with respect to cash received in lieu of a
fractional interest in new securities. Your basis of the new securities
immediately after the exchange offers will be the same as the basis of your
original securities exchanged for those new securities, which will not include
any basis allocated to a fractional interest in new securities for which cash is
received. The holding period of the new securities received by you in the
exchange offers will include the period during which you held the original
securities exchanged for those new securities, assuming the original securities
were held as capital assets. No ruling has been requested from the Internal
Revenue Service regarding the consequences of the exchange offers and,
accordingly, Tenneco and Packaging cannot assure you that the IRS will not take
a view contrary to those expressed above.

The above conclusions are based on the assumption, among others, that the
original securities and new securities are "securities" for federal income tax
purposes. Whether a debt instrument constitutes a security for U.S. federal
income tax purposes depends on the terms, conditions and other facts and
circumstances relating to the instrument. Prominent factors that the courts have
relied upon in making this determination include: (a) the term to maturity of
the debt; (b) the collateral securing the debt; (c) the degree of subordination
of the debt; (d) the ratio of debt to equity of the issuer; (e) the riskiness of
the business of the issuer; and (f) the negotiability of the instrument.
Generally, notes with terms to maturity of ten years or more, such as some of
the original securities and some of the new securities, are treated as

157
<PAGE> 158

securities for federal income tax purposes. Securities with terms to maturity of
five years or less are generally not treated as securities for federal income
tax purposes. Nevertheless, the IRS has taken the position that while the term
to maturity is an important factor, the determination of whether a debt
instrument is a security should be based upon an evaluation of the overall
nature of the debt, including the degree of participation and continuing
interest in the business of the debtor obligated for the debt. Some of the
series of original securities and new securities will have terms to maturity of
ten years or more and the other series of original securities and new securities
will have terms to maturity between five and ten years. None of the original
securities or new securities will have terms to maturity of five years or less.

Based on all of the factors discussed above, in the opinion of Jenner &
Block, both the original securities and the new securities should be treated as
securities for U.S. federal income tax purposes. However, due to the inherently
factual nature of the determination of whether a debt instrument is a security
for tax purposes, the IRS or a court could determine that the original
securities or the new securities do not constitute securities.

The above conclusions are also based on the assumption that the spin-off
will qualify as a tax-free distribution under Section 355 of the Code. Tenneco
has received a letter ruling from the IRS to that effect. The letter ruling is
based on various factual representations and assumptions. If any of these
factual representations or assumptions are incomplete or untrue in a material
respect, or the facts on which the letter ruling is based are materially
different from the facts at the time of the spin-off, the spin-off could become
taxable to Tenneco, its stockholders and its other securityholders.

If the spin-off does not qualify as a tax-free distribution under Section
355 of the Code, other than as a result of a 50% ownership shift in Automotive
or Packaging, or if either the original securities or new securities are
determined not to be securities for U.S. federal income tax purposes, you would
recognize capital gain or loss if you participate in the exchange offers equal
to the difference between the issue price of the new securities and your tax
basis of the original securities exchanged. Any gain may be subject to ordinary
income treatment if you acquired the original securities at a market discount.
The "issue price" of the new securities will be equal to (a) the fair market
value of the original securities or the new securities, if either the original
securities or the new securities are traded on an established market, or (b) the
stated principal amount of the new securities, if neither the original
securities nor the new securities are traded on an established market.

If either the original securities or the new securities are traded on an
established market, the new securities may have original issue discount equal to
the difference between their issue price and their stated principal amount. You
would include any original issue discount in income as it accrued on the basis
of a constant yield to the maturity date, and thus would be required to include
amounts in income prior to the date such income is actually paid in cash.

If you tender your original securities prior to the expiration of the
consent solicitation, it is possible that a portion of the new securities will
be treated as a consent payment. If a portion of the new securities is treated
as a consent payment, it would result in ordinary income to you.

Cash received by you in lieu of a fractional interest in new securities
should be treated as received in exchange for a fractional interest received in
exchange for your original securities, and you should generally recognize
capital gain or loss for federal income tax purposes measured by the difference
between the amount of cash received and the tax basis of the original securities
allocable to such fractional interest. Such gain or loss should be a long-term
capital gain or loss if the holding period of the original securities exchanged
is greater than one year at the time of the exchange.

An exception to the capital gain treatment described above applies to a
holder who holds securities with "market discount." Market discount is the
amount by which the holder's basis in his, her or its securities immediately
after the acquisition is exceeded by the stated redemption price at maturity of
the securities. Generally, a holder who purchased his, her or its securities at
market discount will be required to treat as ordinary income the lesser of the
gain realized on the receipt of cash in lieu of a fractional interest in new
securities or the market discount that accrued while the original securities
were held by the holder, unless the holder made an election to include accrued
market discount in income currently.
158
<PAGE> 159

Accrued Interest. Any portion of the payment received by you which is
attributable to accrued interest on the original securities will be taxable as
ordinary income in accordance with your method of accounting for U.S. federal
income tax purposes.

Amortizable Bond Premium. If you tender your original securities after the
consent solicitation expires, the tax basis of your new securities may exceed
the amount payable at maturity of the new securities. In general, such excess
will be treated as "amortizable bond premium" that you may elect, under Section
171 of the Code, to amortize as an offset to interest income under the constant
yield method over the period from the date of the acquisition of the new
securities to the maturity date of the new securities, subject to special rules
for early call provisions.

If a holder of the new securities makes an election to amortize bond
premium, the tax basis of the new securities must be reduced by the annual
amount of the aggregate amortization deductions allowable for the bond premium.
An election to amortize bond premium applies to all obligations with amortizable
bond premium held by the electing holder at the beginning of the first taxable
year to which the election applies or later acquired by the holder, and is
irrevocable without the consent of the IRS.

TAX CONSIDERATIONS IF YOU DO NOT EXCHANGE

If you do not exchange your original securities in the exchange offers you
should not recognize gain or loss for U.S. federal income tax purposes unless
the supplemental indenture with respect to the original indenture, providing for
the proposed amendments, becomes effective and is deemed to constitute a
significant modification of the original securities under Section 1001 of the
Code. The changes in the terms of the original securities to be effected by the
supplemental indenture should not constitute a significant modification under
the applicable Treasury Regulations, and should not result in a deemed exchange
of securities for U.S. federal income tax purposes. Accordingly, if you hold
original securities and elect to retain them, you should not recognize gain or
loss as a result of the changes to the terms of the original securities effected
by the supplemental indenture. Alternatively, even if the supplemental indenture
were to result in a deemed exchange of securities for U.S. federal income tax
purposes, if you do not tender your original securities in the exchange offers,
you should not recognize gain or loss on the deemed exchange since the deemed
exchange should qualify as a tax-free recapitalization, assuming the original
securities constitute securities for federal income tax purposes.

BACKUP WITHHOLDING

Under the U.S. federal income tax backup withholding provisions of the Code
and applicable Treasury Regulations, you will be subject to backup withholding
at the rate of 31% with respect to interest received by you unless you: (a) are
a corporation or come within another exempt category and, when required,
demonstrate this fact; or (b) provide a correct taxpayer identification number
to the exchange agent, certify as to no loss of exemption from backup
withholding, and otherwise comply with the applicable requirements of the backup
withholding rules. Any amount withheld under these rules will be credited
against your U.S. federal income tax liability. To prevent backup withholding
with respect to the payment of interest, you must complete and sign a substitute
Form W-9, which is included as part of the consent and letter of transmittal,
and return it to the exchange agent. If the exchange agent is not provided with
the correct taxpayer identification number, you may also be subject to a penalty
imposed by the IRS. If withholding results in an overpayment of taxes, a refund
may be obtained by you from the IRS.

LEGAL MATTERS

Legal matters regarding the authorization and issuance of the new
securities will be passed upon for Tenneco and Packaging by Jenner & Block,
Chicago, Illinois. Matters regarding the federal income tax treatment of the
exchange offers and consent solicitation are also being passed upon for Tenneco
and Packaging by Jenner & Block. Theodore R. Tetzlaff, General Counsel of
Tenneco and a partner of Jenner & Block, beneficially owns 188,406 shares of
Tenneco common stock. This amount includes options to purchase 89,871 shares of
Tenneco common stock, which options are either presently exercisable or

159
<PAGE> 160

exercisable within 60 days. Timothy R. Donovan, a partner of Jenner & Block
through September 1999, was named Senior Vice President and General Counsel of
Automotive in August 1999. Legal matters relating to exchange offers and consent
solicitation will be passed upon for the dealer managers by Cahill Gordon &
Reindel, a partnership including a professional corporation, New York, New York.
Cahill Gordon & Reindel has in the past represented and continues to represent
Tenneco in various matters.

EXPERTS

The following financial statements and schedules included or incorporated
by reference in this document or elsewhere in this registration statement to the
extent and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, and are included in this
document in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports: (a) Tenneco Inc. and Consolidated
Subsidiaries included in Tenneco's Current Report on Form 8-K dated August 20,
1999, incorporated by reference in this document; and (b) The Businesses of
Tenneco Packaging, included in this document.

160
<PAGE> 161

INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE OF
THE BUSINESSES OF TENNECO PACKAGING

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of independent public accountants.................... F-2
Combined statements of income for each of the three years in
the period ended December 31, 1998, and the six months
ended June 30, 1999 (unaudited) and 1998 (unaudited)...... F-3
Combined balance sheets -- December 31, 1998 and 1997, and
June 30, 1999 (unaudited)................................. F-4
Combined statements of cash flows for each of the three
years in the period ended December 31, 1998, and the six
months ended June 30, 1999 (unaudited) and 1998
(unaudited)............................................... F-5
Statements of changes in combined equity for each of the
three years in the period ended December 31, 1998, and six
months ended June 30, 1999 (unaudited).................... F-6
Statements of comprehensive income for each of the three
years in the period ended December 31, 1998, and the six
months ended June 30, 1999 (unaudited) and 1998
(unaudited)............................................... F-7
Notes to combined financial statements...................... F-8
Financial statement schedule -- Valuation and Qualifying
Accounts.................................................. S-1
</TABLE>

F-1
<PAGE> 162

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Tenneco Inc.:

We have audited the accompanying combined balance sheets of the Businesses
of Tenneco Packaging (see Note 1) as of December 31, 1998 and 1997, and the
related combined statements of income, cash flows, changes in combined equity
and comprehensive income for each of the three years in the period ended
December 31, 1998. These combined financial statements and the schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these combined financial statements and schedule
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 combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall combined
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Businesses of Tenneco Packaging as of December 31, 1998 and 1997, and the
results of their combined operations and cash flows for each of the three years
in the period ended December 31, 1998, in conformity with generally accepted
accounting principles.

As discussed in Note 3 to the combined financial statements, in the fourth
quarter of 1997, the Businesses of Tenneco Packaging changed their method of
accounting for certain costs incurred in connection with information technology
transformation projects.

Our audits were made for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. The supplemental schedule listed
in the index to the combined financial statements and schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic combined financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic
combined financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic combined financial statements of the Businesses of Tenneco Packaging taken
as a whole.

ARTHUR ANDERSEN LLP

Houston, Texas
July 2, 1999

F-2
<PAGE> 163

THE BUSINESSES OF TENNECO PACKAGING

COMBINED STATEMENTS OF INCOME
(MILLIONS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------- --------------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues --
Specialty................................. $2,785 $2,553 $1,987 $1,404 $1,361
Other..................................... 6 10 -- -- 10
------ ------ ------ ------ ------
2,791 2,563 1,987 1,404 1,371
Gain (loss) on sale of businesses and assets,
net....................................... (9) -- 15 (21) (1)
Other income, net............................ 6 6 34 3 9
------ ------ ------ ------ ------
2,788 2,569 2,036 1,386 1,379
------ ------ ------ ------ ------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
shown below).............................. 1,870 1,796 1,417 924 931
Engineering, research, and development....... 33 34 22 18 13
Selling, general, and administrative......... 427 270 232 206 174
Depreciation and amortization................ 175 163 131 94 88
------ ------ ------ ------ ------
2,505 2,263 1,802 1,242 1,206
------ ------ ------ ------ ------
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES,
AND MINORITY INTEREST........................ 283 306 234 144 173
Interest expense (net of interest
capitalized)............................ 133 124 102 68 67
Income tax expense........................ 67 75 67 24 37
Minority interest......................... 1 1 -- -- --
------ ------ ------ ------ ------
INCOME FROM CONTINUING OPERATIONS.............. 82 106 65 52 69
Income (loss) from discontinued operations, net
of income tax................................ 57 21 71 (163) 37
------ ------ ------ ------ ------
Income (loss) before extraordinary loss........ 139 127 136 (111) 106
Extraordinary loss, net of income tax.......... -- -- (2) (7) --
------ ------ ------ ------ ------
Income (loss) before cumulative effect of
change in accounting principle............... 139 127 134 (118) 106
Cumulative effect of change in accounting
principle, net of income tax................. -- (38) -- (32) --
------ ------ ------ ------ ------
NET INCOME (LOSS).............................. $ 139 $ 89 $ 134 $ (150) $ 106
====== ====== ====== ====== ======
EARNINGS (LOSS) PER SHARE
Basic earnings per share of common stock --
Continuing operations........................ $ .49 $ .63 $ .38 $ .31 $ .41
Discontinued operations...................... .34 .12 .42 (.98) .22
Extraordinary loss........................... -- -- (.01) (.04) --
Cumulative effect of change in accounting
principle................................. -- (.23) -- (.19) --
------ ------ ------ ------ ------
$ .83 $ .52 $ .79 $ (.90) $ .63
====== ====== ====== ====== ======
Diluted earnings per share of common stock --
Continuing operations........................ $ .49 $ .63 $ .38 $ .31 $ .41
Discontinued operations...................... .34 .12 .42 (.98) .22
Extraordinary loss........................... -- -- (.01) (.04) --
Cumulative effect of change in accounting
principle................................. -- (.23) -- (.19) --
------ ------ ------ ------ ------
$ .83 $ .52 $ .79 $ (.90) $ .63
====== ====== ====== ====== ======
</TABLE>

The accompanying notes to combined financial statements are an integral part
of these combined statements of income.

F-3
<PAGE> 164

THE BUSINESSES OF TENNECO PACKAGING

COMBINED BALANCE SHEETS
(MILLIONS)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- JUNE 30,
1998 1997 1999
---- ---- --------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments....................... $ 7 $ 11 $ 18
Receivables --
Customer notes and accounts, net....................... 336 301 320
Affiliated companies................................... 44 74 20
Income taxes........................................... 15 36 7
Other.................................................. 52 10 28
Inventories............................................... 412 404 447
Deferred income taxes..................................... 6 41 46
Prepayments and other..................................... 45 47 26
------ ------ ------
917 924 912
------ ------ ------
Other assets:
Long-term notes receivable, net........................... 22 21 16
Goodwill and intangibles, net............................. 1,052 1,009 1,028
Pension assets............................................ 742 654 795
Other..................................................... 143 129 107
------ ------ ------
1,959 1,813 1,946
------ ------ ------
Plant, property, and equipment, at cost..................... 2,057 1,856 2,025
Less -- Reserves for depreciation and amortization........ 501 398 530
------ ------ ------
1,556 1,458 1,495
------ ------ ------
Net assets of discontinued operations....................... 366 423 133
------ ------ ------
$4,798 $4,618 $4,486
====== ====== ======
LIABILITIES AND COMBINED EQUITY
Current liabilities:
Short-term debt (including current maturities on long-term
debt).................................................. $ 595 $ 158 $ 367
Payables --
Trade.................................................. 255 252 257
Affiliated companies................................... 6 6 100
Taxes accrued............................................. 13 12 14
Accrued liabilities....................................... 188 192 215
Other..................................................... 85 124 107
------ ------ ------
1,142 744 1,060
------ ------ ------
Long-term debt.............................................. 1,312 1,492 1,494
------ ------ ------
Deferred income taxes....................................... 291 270 380
------ ------ ------
Postretirement benefits..................................... 163 114 149
------ ------ ------
Deferred credits and other liabilities...................... 100 144 49
------ ------ ------
Commitments and contingencies
Minority interest........................................... 14 15 14
------ ------ ------
Combined equity............................................. 1,776 1,839 1,340
------ ------ ------
$4,798 $4,618 $4,486
====== ====== ======
</TABLE>

The accompanying notes to combined financial statements are an integral part
of these combined balance sheets.

F-4
<PAGE> 165

THE BUSINESSES OF TENNECO PACKAGING

COMBINED STATEMENTS OF CASH FLOWS
(MILLIONS)

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
--------------------- ---------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations........................... $ 82 $ 106 $ 65 $ 52 $ 69
Adjustments to reconcile income from continuing operations
to cash provided (used) by continuing operations --
Depreciation and amortization........................... 175 163 131 94 88
Deferred income taxes................................... 77 118 4 89 27
(Gain) loss on sale of businesses and assets, net....... 9 -- (15) 21 1
Allocated interest, net of tax.......................... 85 78 63 44 44
Changes in components of working capital --
(Increase) decrease in receivables................... 28 (1) (59) (103) 37
(Increase) decrease in inventories................... 8 (12) (5) (45) (5)
(Increase) decrease in prepayments and other current
assets............................................. (1) (30) 8 1 (5)
Increase (decrease) in payables...................... (13) (44) 13 (44) (21)
Increase (decrease) in taxes accrued................. (23) (36) 40 1 (6)
Increase (decrease) in interest accrued.............. -- (1) (1) (1) --
Increase (decrease) in other current liabilities..... 35 (5) (8) (2) 9
Other................................................... (90) (38) 30 (90) (58)
----- ----- ----- ------- -----
Cash provided (used) by continuing operations............... 372 298 266 17 180
Cash provided (used) by discontinued operations............. 205 107 (3) (62) 108
----- ----- ----- ------- -----
Net cash provided (used) by operating activities............ 577 405 263 (45) 288
----- ----- ----- ------- -----
INVESTING ACTIVITIES
Net proceeds related to the sale of discontinued
operations................................................ -- 10 123 306 --
Net proceeds from sale of businesses and assets............. 22 14 23 28 12
Expenditures for plant, property, and equipment............. (194) (229) (216) (75) (101)
Acquisitions of businesses and assets....................... (101) (285) (323) (2) (58)
Expenditures for plant, property, and equipment and business
acquisitions -- discontinued operations................... (203) (108) (169) (1,129) (51)
Investments and other....................................... (38) (56) (107) 6 (23)
----- ----- ----- ------- -----
Net cash provided (used) by investing activities............ (514) (654) (669) (866) (221)
----- ----- ----- ------- -----
FINANCING ACTIVITIES
Issuance of long-term debt.................................. 3 4 -- 1,760 2
Retirement of long-term debt................................ (18) (18) (7) (29) (14)
Net increase (decrease) in short-term debt excluding current
maturities on long-term debt.............................. 4 (78) (16) (1) 5
Cash contributions from (distributions to) Tenneco.......... (56) 331 422 (810) (59)
----- ----- ----- ------- -----
Net cash provided (used) by financing activities............ (67) 239 399 920 (66)
----- ----- ----- ------- -----
Effect of foreign exchange rate changes on cash and
temporary cash investments................................ -- (1) (1) 2 --
----- ----- ----- ------- -----
Increase (decrease) in cash and temporary cash
investments............................................... (4) (11) (8) 11 1
Cash and temporary cash investments, beginning of period.... 11 22 30 7 11
----- ----- ----- ------- -----
Cash and temporary cash investments, end of
period.................................................... $ 7 $ 11 $ 22 $ 18 $ 12
===== ===== ===== ======= =====
Cash paid during the period for interest.................... $ 6 $ 9 $ 8 $ 2 $ 4
Cash paid during the period for income taxes (net of
refunds).................................................. $ 21 $ (68) $ 60 $ 17 $ 10
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common equity interest received related to the sale of
containerboard operations................................. $ -- $ -- $ -- $ 194 $ --
Principal amount of long-term debt assumed by buyers of
containerboard operations................................. $ -- $ -- $ -- $(1,760) $ --
</TABLE>

- -------------------------
Note: Cash and temporary cash investments include highly liquid investments with
a maturity of three months or less at the date of purchase.

The accompanying notes to combined financial statements are an integral part
of these combined statements of cash flows.

F-5
<PAGE> 166

THE BUSINESSES OF TENNECO PACKAGING

STATEMENTS OF CHANGES IN COMBINED EQUITY
(MILLIONS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------- SIX MONTHS ENDED
1998 1997 1996 JUNE 30, 1999
---- ---- ---- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Balance, January 1................................. $1,839 $1,843 $1,531 $1,776
Net income (loss)................................ 139 89 134 (150)
Accumulated other comprehensive income (loss).... 22 (24) (7) (29)
Allocated interest, net of tax................... 111 102 86 49
Change in allocated corporate debt............... (333) (549) (137) 573
Cash contributions from (distributions to)
Tenneco....................................... (56) 331 422 (810)
Noncash contributions from (distributions to)
Tenneco....................................... 54 47 (186) (69)
------ ------ ------ ------
Balance, end of period............................. $1,776 $1,839 $1,843 $1,340
====== ====== ====== ======
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these
statements of changes in combined equity.

F-6
<PAGE> 167

THE BUSINESSES OF TENNECO PACKAGING

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(MILLIONS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1998 1997 1996
----------------------------- ----------------------------- -----------------------------
ACCUMULATED ACCUMULATED ACCUMULATED
OTHER OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME INCOME INCOME
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCOME (LOSS)................. $139 $ 89 $134
---- ---- ----
ACCUMULATED OTHER COMPREHENSIVE
INCOME:
CUMULATIVE TRANSLATION
ADJUSTMENT
Balance, January 1.............. $(21) $ 3 $10
Translation of foreign
currency statements......... 24 24 (25) (25) (6) (6)
Hedges of net investment in
foreign subsidiaries........ -- -- 2 2 (2) (2)
Income tax benefit
(expense)................... -- -- (1) (1) 1 1
---- ---- ---
Balance, end of period.......... 3 (21) 3
---- ---- ---
ADDITIONAL MINIMUM PENSION
LIABILITY ADJUSTMENT
Balance, January 1.............. -- -- --
Additional minimum pension
liability adjustment........ (4) (4) -- -- -- --
Income tax benefit
(expense)................... 2 2 -- -- -- --
---- ---- ---
Balance, end of period.......... (2) -- --
---- ---- ---
Balance, end of period............ $ 1 $(21) $ 3
==== ---- ==== ---- === ----
Other comprehensive income
(loss).......................... 22 (24) (7)
---- ---- ----
COMPREHENSIVE INCOME (LOSS)....... $161 $ 65 $127
==== ==== ====
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
ACCUMULATED ACCUMULATED
OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME
------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET INCOME (LOSS)........................................... $(150) $106
----- ----
ACCUMULATED OTHER COMPREHENSIVE INCOME:
CUMULATIVE TRANSLATION ADJUSTMENT
Balance, January 1........................................ $ 3 $(21)
Translation of foreign currency statements.............. (29) (29) (5) (5)
Hedges of net investment in foreign subsidiaries........ -- -- -- --
Income tax benefit (expense)............................ -- -- -- --
---- ----
Balance, end of period.................................... (26) (26)
---- ----
ADDITIONAL MINIMUM PENSION LIABILITY ADJUSTMENT
Balance, January 1........................................ (2) --
Additional minimum pension liability adjustment......... -- -- -- --
Income tax benefit (expense)............................ -- -- -- --
---- ----
Balance, end of period.................................... (2) --
---- ----
Balance, end of period...................................... $(28) $(26)
==== ----- ==== ----
Other comprehensive income (loss)........................... (29) (5)
----- ----
COMPREHENSIVE INCOME (LOSS)................................. $(179) $101
===== ====
</TABLE>

The accompanying notes to combined financial statements are an integral part
of these combined statements of comprehensive income (loss).

F-7
<PAGE> 168

THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying combined financial statements represent the financial
position, results of operations, and cash flows for all of the Businesses of
Tenneco Packaging ("Packaging") owned directly or indirectly by Tenneco Inc.
("Tenneco") and its subsidiaries (see "Control" below). Packaging includes the
assets, liabilities, and operations of Tenneco's specialty packaging and
paperboard packaging businesses as well as Tenneco's corporate and
administrative service operations.

Unless the context otherwise requires, the term "Tenneco" refers to: (i)
for periods prior to the spin-off, as defined below, Tenneco's automotive and
packaging businesses, and administrative service operations and (ii) for periods
after the spin-off, Tenneco's automotive business.

2. STRATEGIC ALTERNATIVES ANALYSIS

- In January 1999, Tenneco reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint
venture with an affiliate of Madison Dearborn Partners, Inc. The
contribution to the joint venture was completed in April 1999. Tenneco
received consideration of cash and debt assumption totaling
approximately $2 billion and a 45 percent common equity interest in the
joint venture (now 43 percent due to subsequent management equity
issuances) valued at approximately $200 million.

- In April 1999, Tenneco reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operation, to
Caraustar Industries. This transaction closed in June 1999.

- Also in April 1999, Tenneco announced that its Board of Directors had
approved the separation of its automotive and packaging businesses into
two separate, independent companies.

- In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off discussed
below.

As a result of the decision to sell Packaging's remaining interest in the
containerboard joint venture, Packaging's paperboard packaging segment is
presented as a discontinued operation in the accompanying combined financial
statements. Reference is made to Note 7 for information related to discontinued
operations.

The separation of Tenneco's automotive and packaging businesses will be
accomplished by the spin-off of the common stock of Packaging to Tenneco
shareowners (the "Spin-off"). At the time of the Spin-off, Packaging will
include Tenneco's specialty packaging business, Tenneco's administrative
services operations, and the remaining interest in the containerboard joint
venture if the sale has not been completed. Tenneco and Packaging are, however,
currently analyzing the alternatives with regard to the administrative services
operations.

Before the Spin-off, Tenneco will realign substantially all of its existing
debt through some combination of tender offers, exchange offers, prepayments and
other refinancings. The debt realignment will be financed by internally
generated cash, borrowings by Tenneco under a new credit facility, the issuance
by Tenneco of subordinated debt, and borrowings by Packaging under new credit
facilities.

The Spin-off is subject to conditions, including formal declaration of the
Spin-off by the Tenneco Board of Directors, Tenneco's receipt, and the continued
effectiveness of a determination that the Spin-off
F-8
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THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

will be tax-free for U.S. federal income tax purposes and the successful
completion of the debt realignment and corporate restructuring transactions. In
August 1999, Tenneco received a letter ruling from the Internal Revenue Service
that the Spin-off will be tax-free for U.S. federal income tax purposes to
Tenneco and its shareowners (unaudited).

Packaging will modify or enter into certain contractual agreements with
Tenneco related to becoming a separate publicly held company. These agreements
include a distribution agreement, a tax sharing agreement, a human resources
agreement, an insurance agreement, and a transition services agreement.

These agreements will provide, among other things, that (i) Packaging will
become the sponsor of the Tenneco Retirement Plan, the Tenneco Supplemental
Executive Retirement Plan, and the Tenneco Thrift Plan; and (ii) Packaging will
provide certain administrative services, including payroll, accounts payable,
benefits administration, accounting, and travel-related services to Tenneco for
a specified period of time.

3. SUMMARY OF ACCOUNTING POLICIES

Control

All of the outstanding common stock of Packaging is owned directly or
indirectly by Tenneco. Thus, Packaging is under the control of Tenneco.

Unaudited Interim Information

The unaudited interim combined financial statements as of June 30, 1999,
and for the six month periods ended June 30, 1999 and 1998, included herein,
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Packaging's management, the unaudited
interim combined financial statements contain all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation. The
interim financial results are not necessarily indicative of operating results
for an entire year.

Income Taxes

Packaging 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 combined 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.

Packaging and Tenneco, together with certain of their respective
subsidiaries which are owned 80% or more, have entered into an agreement to file
a consolidated U.S. federal income tax return. This agreement provides, among
other things, that (1) each company in a taxable income position will be
currently charged with an amount equivalent to its U.S. federal income tax
computed on a separate return basis and (2) each company in a tax loss position
will be reimbursed currently. The income tax amounts reflected in the combined
financial statements of Packaging under the provisions of the tax sharing
arrangement are not materially different from the income taxes which would have
been provided had Packaging filed a separate tax return. Under the tax sharing
agreement, Tenneco pays all U.S. federal taxes directly and bills or refunds, as
applicable, its subsidiaries for the applicable portion of the total tax
payments. Cash taxes paid in the combined statements of cash flows include
payments to Tenneco for U.S. federal income taxes.
F-9
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THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Packaging does not provide for U.S. federal 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 earnings
of foreign subsidiaries are approximately $95 million at December 31, 1998. It
is not practicable to determine the amount of U.S. federal income taxes that
would be payable upon remittance of the assets that represent those earnings.

In connection with the Spin-off, the current tax sharing agreement will be
cancelled, and Packaging will enter into a new tax sharing agreement with
Tenneco. The tax sharing agreement will provide, among other things, for the
allocation of taxes among the parties of tax liabilities arising prior to, as a
result of, and subsequent to the Spin-off. Generally, Packaging will be liable
for taxes imposed on it and its affiliates engaged in the packaging business. In
the case of U.S. federal income taxes imposed on the combined activities of the
consolidated group, Packaging will generally be liable to Tenneco for U.S.
federal income taxes attributable to its activities.

Changes in Accounting Principles

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("FAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
accounting and reporting standards requiring that all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement
and requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting treatment. This
statement cannot be applied retroactively and is effective for all fiscal years
beginning after June 15, 2000. Packaging is currently evaluating the new
standard but has not yet determined the impact it will have on its financial
position or results of operations.

In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement is effective for fiscal years beginning after
December 15, 1998. The statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Packaging previously
capitalized certain costs in connection with the start-up of certain new foreign
operations and its shared administrative service operations. Packaging adopted
SOP 98-5 on January 1, 1999, and recorded an after-tax charge for the cumulative
effect of this change in accounting principle upon adoption of $32 million (net
of a $9 million tax benefit), or $.19 per diluted common share. The change in
accounting principle decreased the loss before cumulative effect of change in
accounting principle by $4 million (net of $2 million in income tax expense), or
$.02 per diluted common share for the six months ended June 30, 1999. If the new
accounting method had been applied retroactively, net income for the six months
ended June 30, 1998, and the years ended December 31, 1998, 1997, and 1996,
would have been lower by $7 million (net of a $5 million tax benefit), or $.04
per diluted common share, $14 million (net of a $8 million tax benefit), or $.08
per diluted common share, $7 million (net of a $3 million tax benefit), or $.04
per diluted common share, and $7 million (net of a $4 million tax benefit), or
$.04 per diluted common share.

In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which establishes new
accounting and reporting standards for the costs of computer software developed
or obtained for internal use. This statement requires prospective application
for fiscal years beginning after December 15, 1998. Packaging adopted SOP 98-1
on January 1,

F-10
<PAGE> 171
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

1999. The impact of this new standard did not have a significant effect on
Packaging's financial position or results of operations.

As required by the FASB's Emerging Issues Task Force ("EITF") Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation," Packaging recorded an after-tax charge of $38 million (net of a
tax benefit of $24 million), or $.23 per diluted common share in the fourth
quarter of 1997. EITF Issue 97-13 establishes the accounting treatment and an
allocation methodology for certain consulting and other costs incurred in
connection with information technology transformation efforts. This charge was
reported as a cumulative effect of change in accounting principle.

General and Administrative Expenses

Included in the "Selling, general and administrative" caption in the
Combined Statements of Income for 1998, 1997, and 1996, is $70 million, $49
million, and $51 million, respectively, which represents Packaging's share of
Tenneco's corporate general and administrative costs for legal, financial,
communication, and other administrative services. The allocation of Tenneco's
corporate general and administrative expenses is based on estimated levels of
effort devoted to Tenneco's various operations and the relative size of these
operations based on revenues, gross property, and payroll. Packaging's
management believes the method for allocating corporate general and
administrative expenses is reasonable. Also included in the "Selling, general
and administrative" caption is $55 million, $22 million, and $7 million, for
1998, 1997, and 1996, respectively, related to administrative service operations
which has not been allocated among Tenneco's various operations. Packaging
estimates that, had it operated as a separate, stand-alone entity and had the
administrative service operations costs been allocated based on a usage charge,
its annual costs for these services would have been lower by approximately $40
million (unaudited) for the year ended December 31, 1998, $27 million
(unaudited) for the year ended December 31, 1997, and $18 million (unaudited)
for the year ended December 31, 1996.

Sales of Receivables

Packaging sells trade receivables to a third party in the ordinary course
of business. At December 31, 1998 and 1997, $140 million and $130 million,
respectively, and $119 million at June 30, 1999, of its outstanding trade
receivables had been sold. Sales of trade receivables are reflected as a
reduction of customer notes and accounts receivable in the accompanying combined
balance sheets and the proceeds received are included in cash flows from
operating activities in the accompanying combined statements of cash flows.

Inventories

At December 31, 1998 and 1997, inventory by major classification was as
follows:

<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Finished goods.............................................. $246 $265
Work in process............................................. 51 22
Raw materials............................................... 63 85
Materials and supplies...................................... 52 32
---- ----
$412 $404
==== ====
</TABLE>

Inventories are stated at the lower of cost or market. A portion of total
inventories (61% and 43% at December 31, 1998 and 1997, respectively) is valued
using the "last-in, first-out" method. All other

F-11
<PAGE> 172
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

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
Packaging for all inventories, inventories would have been approximately $30
million lower and $2 million higher at December 31, 1998 and 1997, respectively.

Goodwill and Intangibles, Net

At December 31, 1998 and 1997, goodwill and intangibles, net of
amortization, by major category were as follows:

<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Goodwill.................................................... $ 695 $ 662
Trademarks.................................................. 177 182
Patents..................................................... 149 157
Other....................................................... 31 8
------ ------
$1,052 $1,009
====== ======
</TABLE>

Goodwill is being amortized on a straight-line basis over 40 years. Such
amortization amounted to $17 million, $21 million, and $12 million for 1998,
1997, and 1996, respectively, and is included in the combined statements of
income caption, "Depreciation and amortization."

Packaging has capitalized certain 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 5 to 40 years. Such amortization amounted to $18
million, $17 million, and $17 million in 1998, 1997, and 1996, respectively, and
is included in the combined statements of income caption, "Depreciation and
amortization."

Plant, Property, and Equipment, at Cost

At December 31, 1998 and 1997, plant, property, and equipment, at cost, by
major category was as follows:

<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Land, buildings, and improvements........................... $ 446 $ 389
Machinery and equipment..................................... 1,481 1,339
Other, including construction in progress................... 130 128
------ ------
$2,057 $1,856
====== ======
</TABLE>

Depreciation of Packaging's properties is provided on a straight-line basis
over the estimated useful lives of the assets. Useful lives range from 10 to 40
years for buildings and improvements and from 3 to 25 years for machinery and
equipment.

Other Long-Term Assets

Packaging previously capitalized certain costs in connection with the
start-up of certain new foreign operations and its shared administrative service
operations. The start-up costs are amortized over the periods benefited,
generally three to five years. Start-up costs capitalized, net of amortization,
at December 31, 1998 and 1997, were $41 million and $20 million, respectively.
Packaging adopted a new accounting standard in the first quarter of 1999, which
requires these costs to be expensed. Refer to "Changes in Accounting Principles"
discussed previously in this footnote.

F-12
<PAGE> 173
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Packaging capitalizes certain costs related to the purchase and development
of software which is used in its business operations. The costs attributable to
these software systems are amortized over their estimated useful lives, ranging
from 3 to 12 years, based on various factors such as the effects of
obsolescence, technology, and other economic factors. Capitalized software
development costs, net of amortization, were $140 million and $104 million at
December 31, 1998 and 1997, respectively. As described previously in this
footnote, Packaging adopted a new accounting standard related to accounting for
the costs of computer software developed for internal use. The impact of this
new standard did not have a significant effect on Packaging's financial position
or results of operations.

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
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 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 information. These liabilities are included in the balance sheet at their
undiscounted amounts. Recoveries are evaluated separately from the liability
and, when assured, are recorded and reported separately from the associated
liability in the combined financial statements. For further information on this
subject, refer to Note 15, "Commitments and Contingencies."

Earnings Per Share

In connection with the Spin-off, Tenneco shareowners will receive one share
of Packaging common stock for each share of Tenneco common stock outstanding.
Accordingly, basic and diluted earnings per share for Packaging have been
calculated using Tenneco's historical weighted average shares outstanding and
weighted average shares outstanding adjusted to include estimates of additional
shares that would be issued if potentially dilutive common shares had been
issued, respectively. Potentially dilutive securities include stock options,
restricted stock and performance shares.

Tenneco's basic and diluted average common shares outstanding are as
follows:

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- -------------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Basic......................... 168,505,573 170,264,731 169,609,373 166,937,362 169,341,555
Diluted....................... 168,834,531 170,801,636 170,526,112 167,319,412 169,936,676
</TABLE>

Research and Development

Research and development costs are expensed as incurred. Research and
development expenses were $25 million, $29 million, and $19 million for 1998,
1997, and 1996, respectively, and are included in the combined statements of
income caption "Engineering, research, and development."

F-13
<PAGE> 174
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Foreign Currency Translation

Financial statements of international operations 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 combined balance sheet caption "Combined equity."

Risk Management Activities

Packaging from time to time uses derivative financial instruments,
principally foreign currency forward purchase and sale contracts with terms of
less than one year, to hedge its exposure to changes in foreign currency
exchange rates. Net gains or losses on these foreign currency exchange contracts
that are designated as hedges are recognized in the combined statements of
income to offset the foreign currency gain or loss on the underlying
transaction. Packaging has from time to time also entered into forward contracts
to hedge its net investment in foreign subsidiaries. The after-tax net gains or
losses on these contracts are recognized on the accrual basis in the combined
balance sheet caption "Combined equity." In the statement of cash flows, cash
receipts or payments related to these exchange contracts are classified
consistent with the cash flows from the transaction being hedged.

Packaging does not currently enter into derivative financial instruments
for speculative purposes.

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 Packaging's assets,
liabilities, revenues, and expenses. Reference is made to the "Income Taxes" and
"Environmental Liabilities" sections of this footnote and Notes 13 and 15 for
additional information on significant estimates included in Packaging's combined
financial statements.

4. RESTRUCTURING AND OTHER CHARGES

In the fourth quarter of 1998, Tenneco's Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs in every part of Tenneco's business. As a result, Packaging
recorded a pre-tax charge to income from continuing operations of $32 million,
$20 million after-tax or $.12 per diluted common share. Of the pre-tax charge,
$10 million relates to operational restructuring actions and $22 million relates
to a staff and cost reduction plan, which covers employees in both the operating
unit and corporate operations.

The operational restructuring plans for Packaging involve the elimination
of production lines at two plants resulting in the elimination of 104 positions.
Additionally, Packaging intends to exit four joint ventures. The staff and cost
reduction plan involves the elimination of 184 administrative positions in
Packaging's business unit and in Packaging's corporate operations.

The fixed assets for the production lines to be eliminated, as well as the
joint venture investments, were written down to their fair value, less costs to
sell, in the fourth quarter of 1998. Fair value for the production lines was
estimated at scrap value less removal costs. Fair value for the joint ventures
were determined to be zero as Packaging is relinquishing their interest. No
significant net cash proceeds are expected to be received from the ultimate
disposal of these assets which should be complete by the fourth quarter of 1999.
The effect of suspending depreciation for the production lines is approximately
$1 million on an annual basis.

F-14
<PAGE> 175
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 1998, and June 30, 1999, approximately 158 and 233
employees, respectively, have been terminated. This restructuring is being
executed according to Packaging's initial plan and Packaging expects to complete
all restructuring actions by the fourth quarter of 1999.

In the first quarter of 1999, in connection with Packaging's contribution
of its containerboard assets to a new joint venture, Tenneco adopted a plan to
realign its headquarters functions. This plan involves the severance of
approximately 40 employees, and the closing of the Greenwich, Connecticut
headquarters facility. Tenneco reached an agreement to sell its headquarters
facility in Greenwich and recorded an impairment charge based on the selling
price, less costs to sell. The carrying value of the facility before the
impairment was $43 million. Annual depreciation expense was reduced by
approximately $3 million as a result of the sale. The charge for this plan was
recorded in Packaging's corporate operations in the amount of $29 million
pre-tax, $17 million after-tax, or $.10 per diluted common share. Packaging
collected approximately $30 million in the second quarter of 1999 related to the
sale of these assets.

Amounts related to the restructuring plans described above are shown in the
following table:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
-----------------------------------
1998 CHARGED BALANCE AT CHARGED BALANCE AT
RESTRUCTURING CASH TO ASSET DECEMBER 31, RESTRUCTURING CASH TO ASSET JUNE 30,
CHARGE PAYMENTS ACCOUNTS 1998 CHARGE PAYMENTS ACCOUNTS 1999
------------- -------- -------- ------------ ------------- -------- -------- ----------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Severance............... $20 $ 5 $-- $15 $16 $12 $-- $19
Asset impairments....... 12 -- 12 -- 13 -- 13 --
--- --- --- --- --- --- --- ---
$32 $ 5 $12 $15 $29 $12 $13 $19
=== === === === === === === ===
</TABLE>

5. TRANSACTIONS WITH TENNECO

Combined Equity

The "Combined equity" caption in the accompanying combined financial
statements represents Tenneco's cumulative net investment in the combined
businesses of Packaging. Changes in the "Combined equity" caption represent the
net income (loss) of Packaging, net cash and noncash contributions from
(distributions to) Tenneco, accumulated other comprehensive income, changes in
allocated corporate debt, and allocated corporate interest, net of tax.
Reference is made to the statements of changes in combined equity for an
analysis of the activity in the "Combined equity" caption for the three years
ended December 31, 1998, and six months ended June 30, 1999.

Corporate Debt and Interest Allocation

Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Consequently, corporate debt of Tenneco and its
related interest expense have been allocated to Packaging based on the portion
of Tenneco's investment in Packaging which is deemed to be debt, generally based
upon the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. Interest expense was allocated at a rate equivalent to the weighted-
average cost of all corporate debt, which was 7.0%, 7.4%, and 8.3% for 1998,
1997, and 1996, respectively. Total pre-tax interest expense allocated to
Packaging in 1998, 1997, and 1996 was $130 million, $120 million, and $99
million, respectively. Packaging has also been allocated tax benefits
approximating 35% of the allocated pre-tax interest expense. Although interest
expense, and the related tax effects, have been allocated to Packaging for
financial reporting on a historical basis, Packaging has not been billed for
these amounts. The changes in allocated corporate debt and the after-tax
allocated interest have been included as a component of Packaging's combined
equity. Although management believes that the

F-15
<PAGE> 176
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

historical allocation of corporate debt and interest is reasonable, it is not
necessarily indicative of Packaging's debt upon completion of the realignment of
Tenneco's debt nor debt and interest that will be incurred by Packaging as a
separate public entity.

A portion of the corporate debt of Tenneco and its related interest expense
allocated to Packaging has also been allocated to discontinued operations based
on the ratio of the discontinued operations' net assets to Packaging's combined
net assets plus debt.

Notes and Advances Receivable from Tenneco

"Cash contributions from (distributions to) Tenneco" in the Statements of
Changes in Combined Equity consist of net cash changes in notes and advances
receivable with Tenneco which have been included in combined equity.
Historically, Tenneco has utilized notes and advances to centrally manage cash
funding requirements for its consolidated group.

Noncash contributions from (distributions to) Tenneco result primarily from
transfers of assets and liabilities to or from Tenneco, such as transfers of
acquired net assets and tax assets and liabilities.

At December 31, 1998 and 1997, Packaging had a note receivable from Tenneco
totaling $476 million and $496 million, respectively, which is payable on demand
and is included as a component of Packaging's combined equity.

Accounts Receivable and Accounts Payable -- Affiliated Companies

Receivables -- Affiliated companies relates to general and administrative
costs incurred by Packaging and allocated to affiliates. Payables -- Affiliated
companies relates to billings for costs incurred by affiliates and allocated to
Packaging. Reference is made to Note 3 for a discussion of the types of such
costs allocated to Packaging.

Employee Benefits

Certain employees of Packaging participate in the Tenneco employee stock
option and employee stock purchase plans. The Tenneco employee stock option plan
provides for the grant of Tenneco common stock options and other stock awards at
a price not less than market value at the date of grant. The Tenneco employee
stock purchase plan allows employees to purchase Tenneco common stock at a 15%
discount subject to certain thresholds. Packaging expects to establish similar
plans for its employees after the Spin-off. In connection with the Spin-off,
outstanding options to Tenneco common stock held by Packaging employees will be
replaced by options of Packaging so as to preserve the aggregate value of the
options held prior to the Spin-off. Employees of Packaging also participate in
certain Tenneco postretirement and pension plans. Reference is made to Notes 11
and 13 for a further discussion of these plans.

6. ACQUISITIONS

During 1998, Packaging made three acquisitions for approximately $101
million.

In March 1997, Packaging entered into an agreement to acquire the
protective and flexible packaging division of N.V. Koninklijke KNP BT ("KNP"), a
Dutch distribution, paper, and packaging firm, for approximately $380 million
including debt assumed and preferred stock of a subsidiary issued to the seller.
The KNP acquisition was completed in late April 1997.

In June 1996, Packaging entered into an agreement to acquire Amoco Foam
Products for $310 million. Amoco Foam Products manufactures expanded polystyrene
tableware, hinged-lid food containers, packaging trays, and industrial products
for residential and commercial construction applications. Packaging closed the
acquisition of Amoco Foam Products in August 1996.
F-16
<PAGE> 177
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

All of the acquisitions discussed above have been accounted for as
purchases; accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based on their fair values. The excess of
the purchase price over the fair value of the net assets acquired is included in
the combined balance sheet caption "Goodwill and intangibles, net."

7. DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS

Discontinued Operations

In January 1999, Tenneco reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint venture
with an affiliate of Madison Dearborn Partners, Inc. The contribution to the
joint venture was completed in April 1999. Tenneco received consideration of
cash and debt assumption totaling approximately $2 billion plus a 45 percent
common equity interest in the joint venture (now 43 percent due to subsequent
management equity issuances) valued at approximately $200 million. The
containerboard assets contributed to the joint venture represented substantially
all of the assets of Packaging's paperboard packaging segment and included four
mills, 67 corrugated products plants, and an ownership or leasehold interest in
approximately 950,000 acres of timberland. Prior to the transaction, Packaging
borrowed approximately $1.8 billion and used approximately $1.2 billion of those
borrowings to acquire assets used by the containerboard business under operating
leases and timber cutting rights and to purchase containerboard business
accounts receivable that had previously been sold to a third party. The
remainder of the borrowings was remitted to Tenneco and used to repay a portion
of Tenneco's short-term debt. Packaging then contributed the containerboard
business assets (subject to the new indebtedness and the containerboard business
liabilities) to the joint venture in exchange for $247 million in cash and the
45 percent interest in the joint venture. As a result of the transaction,
Packaging recognized a pre-tax loss of $293 million, $178 million after-tax or
$1.07 per diluted common share, in the first quarter of 1999, based on the
amount by which the carrying amount of the containerboard assets exceeded the
fair value of those assets, less cost to sell. The estimate of fair value of the
containerboard assets was based on the fair value of the consideration received
by Tenneco from the joint venture.

In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture. Packaging
expects the sale to be completed before the Spin-off. As a result of the
decision to sell the remaining interest in the containerboard joint venture,
Packaging's paperboard packaging segment is presented as a discontinued
operation in the accompanying combined financial statements.

In April 1999, Tenneco reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operations, to Caraustar
Industries. Packaging received cash proceeds of $73 million from this
transaction which closed in June 1999. As a result of the sale transaction,
Packaging recognized a pre-tax gain of $14 million, $9 million after-tax or $.05
per diluted share and is included in discontinued operations in the second
quarter of 1999.

F-17
<PAGE> 178
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Net assets as of December 31, 1998, 1997, and 1996, and results of
operations for the years then ended for the paperboard packaging segment were as
follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
------ ------ ------
(MILLIONS)
<S> <C> <C> <C>
Net assets at the end of the period (Note).................. $ 366 $ 423 $ 459
====== ====== ======
Net sales and operating revenues............................ $1,570 $1,431 $1,605
====== ====== ======
Income before income taxes and interest allocation.......... $ 131 $ 63 $ 152
Income tax (expense) benefit................................ (48) (19) (60)
------ ------ ------
Income before interest allocation........................... 83 44 92
Allocated interest expense, net of income tax (Note)........ (26) (23) (21)
------ ------ ------
Income from discontinued operations......................... $ 57 $ 21 $ 71
====== ====== ======
</TABLE>

- -------------------------

Note: Net assets of discontinued operations includes allocated corporate debt of
$548 million, $473 million and $394 million as of December 31, 1998, 1997 and
1996, respectively. Reference is made to Note 5, "Transactions with
Tenneco -- Corporate Debt and Interest Allocation," for a discussion of the
allocation of corporate debt and interest expense to discontinued operations.

Extraordinary Loss

In the first quarter of 1999, Packaging recorded an extraordinary loss for
extinguishment of debt of $7 million (net of a $3 million income tax benefit) or
$.04 per diluted common share. The loss related to early retirement of debt in
connection with the sale of the containerboard assets.

8. LONG-TERM DEBT, SHORT-TERM DEBT, AND FINANCING ARRANGEMENTS

Long-Term Debt

A summary of long-term debt outstanding and allocated long-term corporate
debt obligations at December 31, 1998 and 1997, is set forth in the following
table:

<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Notes due 1999 through 2016, average effective interest rate
9.5% in 1998 and 10% in 1997.............................. $ 22 $ 20
Less -- current maturities.................................. 1 1
------ ------
21 19
Allocated corporate debt obligations, average effective
interest rate 7.0% in 1998 and 7.4% in 1997............... 1,291 1,473
------ ------
Total long-term debt........................................ $1,312 $1,492
====== ======
</TABLE>

The aggregate maturities and sinking fund requirements applicable to the
issues outstanding at December 31, 1998, are $1 million, $3 million, $4 million,
$5 million, and $2 million for 1999, 2000, 2001, 2002, and 2003, respectively.

Reference is made to Note 5 for a discussion of allocated corporate debt
obligations.

F-18
<PAGE> 179
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Short-Term Debt

Packaging uses lines of credit and overnight borrowings to finance certain
of its short-term capital requirements. Information regarding short-term debt as
of and for the years ended December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
CREDIT CREDIT
AGREEMENTS* AGREEMENTS*
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Outstanding borrowings at end of year....................... $11 $ 1
Weighted average interest rate on outstanding borrowings at
end of year............................................... 18.7% 7.1%
Approximate maximum month-end outstanding borrowings during
year...................................................... $37 $26
Approximate average month-end outstanding borrowings during
year...................................................... $18 $9
Weighted average interest rate on approximate average
month-end outstanding borrowings during year.............. 18.4% 17.5%
</TABLE>

- -------------------------
* Includes borrowings under both committed credit facilities and uncommitted
lines of credit and similar arrangements.

Packaging was allocated short-term corporate debt obligations of $583
million at December 31, 1998, and $156 million at December 31,1997. Reference is
made to Note 5 for a discussion of allocated corporate debt obligations.

9. FINANCIAL INSTRUMENTS

Asset and Liability Instruments

The fair value of cash and temporary cash investments, short and long-term
receivables, and accounts payable, and short-term debt (before allocation of
corporate debt to Packaging from Tenneco) was considered to be the same as or
was not determined to be materially different from the carrying amount.

The long-term debt reflected in the Combined Balance Sheets primarily
represents corporate debt allocated to Packaging from Tenneco. As such, an
estimate of fair value has not been provided. The fair value of other long-term
debt is not materially different from the carrying amount.

Instruments With Off-Balance-Sheet Risk

Foreign Currency Contracts -- Note 3, "Summary of Accounting
Policies -- Risk Management Activities" describes Tenneco's use of and
accounting for foreign currency exchange contracts. Packaging currently manages
its exposure to changes in foreign currency rates by making loans with a Tenneco
affiliate in the functional currency of the operating company concerned. The
Tenneco affiliate then integrates all of Tenneco's foreign currency denominated
loans and enters into foreign currency forward purchase and sale contracts to
mitigate its net exposure to changes in foreign exchange rates. For most
operating companies third party trade receivables and payables are maintained in
the functional currency. From time to time Packaging may enter into foreign
currency forward purchase and sale contracts with terms of less than one year to
mitigate its exposure to changes in exchange rates on foreign currency third
party trade receivables and payables. At December 31, 1998, Packaging had
purchase contracts of approximately $1 million, primarily in U.S. dollars, and
sell contracts of approximately $1 million, primarily in British pounds. At
December 31, 1997, Packaging had purchase contracts of approximately $2 million,
primarily in Belgian francs and German marks, and sell contracts of
approximately $2 million, primarily in British pounds and French francs. At June
30, 1999, Packaging's purchase and sell contracts were not significant.

F-19
<PAGE> 180
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. INCOME TAXES

The domestic and foreign components of income from continuing operations
before income taxes are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
U.S. income before income taxes............................. $108 $139 $108
Foreign income before income taxes.......................... 42 43 24
---- ---- ----
Income before income taxes.................................. $150 $182 $132
==== ==== ====
</TABLE>

Following is a comparative analysis of the components of income tax expense
applicable to continuing operations:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Current --
U.S....................................................... $(11) $(57) $45
State and local........................................... (2) 9 15
Foreign................................................... 3 5 3
---- ---- ---
(10) (43) 63
---- ---- ---
Deferred --
U.S....................................................... 59 101 3
Foreign, state and other.................................. 18 17 1
---- ---- ---
77 118 4
---- ---- ---
Income tax expense.......................................... $ 67 $ 75 $67
==== ==== ===
</TABLE>

Current income tax expense for the years ended December 31, 1998, 1997, and
1996, include tax benefits of $45 million, $41 million, and $34 million,
respectively, related to the allocation of corporate interest expense to
Packaging from Tenneco. See Note 5.

Following is a reconciliation of income taxes computed at the statutory
U.S. federal income tax rate (35% for all years presented) to the income tax
expense reflected in the combined statements of income:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Tax expense computed at the statutory U.S. federal income
tax rate.................................................. $ 53 $ 64 $46
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates and foreign losses
with no tax benefit.................................... 1 (8) (1)
State and local taxes on income, net of U.S. federal
income tax benefit..................................... 3 18 10
Amortization of nondeductible goodwill.................... 5 4 4
Other..................................................... 5 (3) 8
---- ---- ---
Income tax expense.......................................... $ 67 $ 75 $67
==== ==== ===
</TABLE>

F-20
<PAGE> 181
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The components of Packaging's net deferred tax liability were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Deferred tax assets --
Tax loss carryforwards:
U.S. .................................................. $ 95 $ 46
State and local........................................ 7 --
Foreign................................................ 13 4
Postretirement benefits other than pensions............... 13 23
Other..................................................... 26 24
Valuation allowance....................................... (8) (4)
---- ----
Net deferred tax asset............................... 146 93
---- ----
Deferred tax liabilities --
Tax over book depreciation................................ 95 61
Pensions.................................................. 213 206
Other..................................................... 123 55
---- ----
Total deferred tax liability......................... 431 322
---- ----
Net deferred tax liability................................ $285 $229
==== ====
</TABLE>

As reflected by the valuation allowance in the table above, Packaging had
potential tax benefits of $8 million and $4 million at December 31, 1998 and
1997, respectively, which were not recognized in the combined statements of
income when generated. These unrecognized tax benefits resulted primarily from
foreign tax loss carryforwards which are available to reduce future foreign tax
liabilities.

Of the $270 million of U.S. tax loss carryforwards which exist at December
31, 1998, $215 million expire in 2012 and $55 million expire in 2018. The $110
million of state tax loss carryforwards which exist at December 31, 1998, will
expire in varying amounts over the period from 2000 to 2012. Of the $43 million
of foreign tax loss carryforwards which exist at December 31, 1998, $18 million
do not expire and the remainder expires in varying amounts over the period from
1999 to 2005.

Packaging and Tenneco, together with certain of their respective
subsidiaries which are owned 80% or more, have entered into an agreement to file
a consolidated U.S. federal income tax return. This agreement provides, among
other things, that (1) each company in a taxable income position will be
currently charged with an amount equivalent to its U.S. federal income tax
computed on a separate return basis and (2) each company in a tax loss position
will be reimbursed currently. The income tax amounts reflected in the combined
financial statements of Packaging under the provisions of the tax sharing
arrangement are not materially different from the income taxes which would have
been provided had Packaging filed a separate tax return. Under the tax sharing
agreement, Tenneco pays all federal taxes directly and bills or refunds, as
applicable, its subsidiaries for the applicable portion of the total tax
payments. Cash taxes paid in the combined statements of cash flows include
payments to Tenneco for income taxes.

Liability for foreign income taxes is generally allocated to the legal
entity on which such taxes are imposed. In the case of state income taxes,
Packaging is liable for its tax in states where returns are filed for separate
entities. In states where returns are filed in a combined basis, liability is
allocated in a manner similar to federal income tax.

F-21
<PAGE> 182
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

11. EMPLOYEE STOCK PLANS

In June 1992, Tenneco initiated an Employee Stock Purchase Plan ("ESPP").
The ESPP was terminated in 1996. Tenneco adopted a new employee stock purchase
plan effective April 1, 1997 with provisions similar to the 1992 ESPP. Under the
new ESPP, Tenneco sold 311,586 shares, 216,665 shares, and 185,179 shares to
Packaging employees in 1998, 1997, and 1996, respectively. The plan allows U.S.
and Canadian employees of Packaging to purchase Tenneco Inc. common stock
through payroll deductions at a 15% discount. Each year, an employee in the plan
may purchase shares with a discounted value not to exceed $21,250. The weighted
average fair value of the employee purchase right, which was estimated using the
Black-Scholes option pricing model and the assumptions described below except
that the average life of each purchase right was assumed to be 90 days, was
$6.31, $11.14, and $10.77 in 1998, 1997, and 1996, respectively. After the
Spin-off, Packaging employees will no longer participate in the Tenneco ESPP.

In December 1996, Tenneco adopted the 1996 Stock Ownership Plan which
permits the granting of a variety of awards, including common stock, restricted
stock, performance units, stock appreciation rights, and stock options, to
officers and employees of Tenneco. Tenneco can issue up to 17 million shares of
common stock under this plan, which will terminate December 31, 2001. Certain
key Packaging employees have been granted restricted stock and restricted units
under the 1996 Stock Ownership Plan. These awards generally require, among other
things, that the employee remain an employee of Tenneco during the restriction
period. Certain key Packaging employees have also been granted performance
shares which will vest based upon the attainment of specified performance goals
within four years from the date of grant. In connection with the Spin-off,
outstanding restricted stock, restricted units and performance shares will
generally become fully vested. After the Spin-off, Packaging employees will no
longer participate in Tenneco's 1996 Stock Ownership Plan.

The fair value of each stock option issued by Tenneco to Packaging
employees during 1998, 1997, and 1996 is estimated on the date of grant using
the Black-Scholes option pricing model using the following weighted average
assumptions for grants in 1998, 1997, and 1996, respectively: (a) risk-free
interest rate of 5.7%, 6.5%, and 6.0%; (b) expected lives of 10 years, 6 years,
and 5 years; (c) expected volatility of 25.6%, 24.1%, and 24.9%; and (d)
dividend yield of 3.2%, 2.8%, and 3.3%. The weighted average fair value of
options granted during the year is $10.83, $12.03, and $11.42 for 1998, 1997,
and 1996, respectively.

Packaging applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," to its stock-based compensation plans. Packaging
recognized after-tax stock-based compensation expense of $3 million, $4 million,
and $15 million in 1998, 1997, and 1996, respectively. Had compensation costs
for Packaging's stock-based compensation plans been determined in accordance
with FAS No. 123, "Accounting for Stock-Based Compensation," based on the fair
value at the grant dates for awards under those plans, Packaging's pro forma net
income for the years ended December 31, 1998, 1997, and 1996, would have been
lower by $14 million or $.08 per both basic and diluted common share, $13
million or $.08 per both basic and diluted common share, and $5 million or $.03
per both basic and diluted common share, respectively.

12. MINORITY INTEREST

At December 31, 1998 and 1997, Packaging reported minority interest in the
combined balance sheet of $14 million and $15 million, respectively. This
primarily relates to preferred stock of a subsidiary issued in connection with
the KNP acquisition.

13. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Packaging has pension plans that cover substantially all of its employees.
Benefits are based on years of service and, for most salaried employees, on
final average compensation. Packaging's funding policies

F-22
<PAGE> 183
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

are to contribute to the plans amounts necessary to satisfy the funding
requirement of federal laws and regulations. Plan assets consist principally of
listed equity and fixed income securities. After the Spin-off, Packaging will
become the sponsor of the Tenneco Retirement Plan (the "TRP"). Benefits accrued
under the TRP by employees of Tenneco's automotive business will be frozen as of
the last day of the calendar month in which the Spin-off occurs, and all related
pension obligations and assets will be retained by Packaging. In addition, all
TRP pension obligations and assets associated with participating employees from
former subsidiaries and affiliates of Tenneco will be retained by Packaging and
have been reflected in the historical combined financial statements. These
pension obligations and assets that Packaging will retain under all of these
arrangements are included in the table below.

Packaging has postretirement health care and life insurance plans that
cover all of its salaried and certain of its hourly domestic employees. For
salaried employees, the plans cover employees retiring from Packaging on or
after attaining age 55 who have had a least 10 years service with Packaging
after attaining age 45. For hourly employees, the postretirement benefit plans
generally cover employees who retire according to one of Packaging's hourly
employee retirement plans. All of these benefits may be subject to deductibles,
copayment provisions, and other limitations, and Packaging has reserved the
right to change these benefits. Packaging's postretirement benefit plans are not
funded.

F-23
<PAGE> 184
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the change in benefit obligation, the change in plan assets,
the development of net amount recognized, and the amounts recognized in the
combined statement of financial position for the pension plans and
postretirement benefit plans follows:

<TABLE>
<CAPTION>
PENSION POSTRETIREMENT
--------------- ---------------
1998 1997 1998 1997
---- ---- ---- ----
(MILLIONS)
<S> <C> <C> <C> <C>
Change in benefit obligations:
Benefit obligation at September 30 of the previous year... $2,654 $2,361 $ 70 $ 64
Currency rate conversion.................................. 1 -- -- --
Service cost.............................................. 28 23 1 1
Interest cost............................................. 199 178 5 5
Plan amendments........................................... 44 8 -- --
Actuarial loss (gain)..................................... 293 254 1 5
Acquisitions.............................................. -- 13 -- --
Benefits paid............................................. (194) (183) (8) (6)
Participants' contributions............................... -- -- 1 1
------ ------ ---- ----
Benefit obligation at September 30........................ $3,025 $2,654 $ 70 $ 70
====== ====== ==== ====
Change in plan assets:
Fair value at September 30 of the previous year........... $3,516 $2,966 $ -- $ --
Currency rate conversion.................................. -- 4 -- --
Actual return on plan assets.............................. 102 714 -- --
Employer contributions.................................... 5 3 7 5
Participants' contributions............................... 1 -- 1 1
Acquisitions.............................................. -- 12 -- --
Benefits paid............................................. (194) (183) (8) (6)
------ ------ ---- ----
Fair value at September 30................................ $3,430 $3,516 $ -- $ --
====== ====== ==== ====
Development of net amount recognized:
Funded status at September 30............................. $ 405 $ 862 $(70) $(70)
Contributions during the fourth quarter................... 1 1 2 1
Unrecognized cost:
Actuarial loss (gain).................................. 200 (273) 11 11
Prior service cost..................................... 71 57 (4) (5)
Transition liability (asset)........................... (43) (62) -- --
------ ------ ---- ----
Net amount recognized at December 31...................... $ 634 $ 585 $(61) $(63)
====== ====== ==== ====
Amounts recognized in the combined balance sheet:
Prepaid benefit cost...................................... $ 664 $ 594 $ -- $ --
Accrued benefit cost...................................... (56) (9) (61) (63)
Intangible asset.......................................... 22 -- -- --
Accumulated other comprehensive income.................... 4 -- -- --
------ ------ ---- ----
Net amount recognized..................................... $ 634 $ 585 $(61) $(63)
====== ====== ==== ====
</TABLE>

- -------------------------
Note: Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid (accrued) 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.

F-24
<PAGE> 185
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Net periodic pension costs (income) from continuing operations for the
years 1998, 1997, and 1996, consist of the following components:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Service cost -- benefits earned during the year............. $ 28 $ 23 $ 20
Interest on prior year's projected benefit obligation....... 199 178 126
Expected return on plan assets.............................. (285) (265) (178)
Net amortization:
Actuarial loss (gain)..................................... 1 -- 3
Prior service cost........................................ 11 11 11
Transition liability (asset).............................. (19) (19) (13)
----- ----- -----
Net pension costs (income).................................. $ (65) $ (72) $ (31)
===== ===== =====
</TABLE>

The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for all pension plans with accumulated benefit obligations
in excess of plan assets were $89 million, $83 million, and $27 million,
respectively, as of September 30, 1998, and $12 million, $11 million, and $1
million, respectively, as of September 30, 1997.

The weighted average discount rates (which are based on long-term market
rates) used in determining the 1998, 1997, and 1996 actuarial present value of
the benefit obligations were 7.0%, 7.75%, and 7.75%, respectively. The rate of
increase in future compensation was 4.8%, 4.9%, and 4.8%, for 1998, 1997, and
1996, respectively. The weighted average expected long-term rate of return on
plan assets for 1998, 1997, and 1996 was 10.0% for each year.

Net periodic postretirement benefit cost from continuing operations for the
years 1998, 1997, and 1996 consist of the following components:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Service cost -- benefits earned during the year............. $ 2 $ 1 $1
Interest on accumulated postretirement benefit obligation... 5 5 5
Net amortization:
Prior service cost........................................ (2) (2) (2)
Actuarial loss (gain)..................................... 1 1 --
--- --- --
Net periodic postretirement benefit cost.................... $ 6 $ 5 $4
=== === ==
</TABLE>

The initial weighted average assumed health care cost trend rate used in
determining the 1998, 1997, and 1996 accumulated postretirement benefit
obligation was 5%, 5%, and 6%, 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 1998, 1997, and 1996 accumulated postretirement
benefit obligations by approximately $2 million for each year. There would be no
change in the aggregate of the service cost and interest cost components of the
net periodic postretirement benefit cost for any of these years.

Decreasing the assumed health care cost trend rate by one percentage point
in each year would decrease the 1998 accumulated postretirement benefit
obligation by approximately $2 million and would not change the aggregate of
service cost and interest cost components of the net periodic postretirement
benefit cost.

F-25
<PAGE> 186
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The discount rates (which are based on long-term market rates) used in
determining the 1998, 1997, and 1996 accumulated postretirement benefit
obligations were 7.00%, 7.75%, and 7.75%, respectively.

14. SEGMENT AND GEOGRAPHIC AREA INFORMATION

Packaging is a global manufacturer with a single operating segment:

Specialty Packaging -- Manufacture and sale of specialty packaging and
consumer products for foodservice, consumer, protective, flexible and
institutional/industrial markets.

The accounting policies of the segment are the same as those described in
Note 3, "Summary of Accounting Policies." Packaging evaluates operating
performance based primarily on income before interest expense, income taxes, and
minority interest. Individual operating segments have not been aggregated within
this reportable segment.

Products are transferred between geographic areas on a basis intended to
reflect as nearly as possible the "market value" of the products.

The following table sets forth information relating to Packaging's external
customer revenues for each product or each group of similar products:

<TABLE>
<CAPTION>
NET SALES AND
OPERATING REVENUES
YEAR ENDED DECEMBER 31,
--------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
SPECIALTY
Disposable plastic, fiber, and aluminum packaging
products............................................... $2,126 $2,105 $1,862
Plastic and fiber protective and flexible packaging
products............................................... 607 399 78
Other..................................................... 52 49 47
------ ------ ------
Total Specialty Packaging............................ 2,785 2,553 1,987
------ ------ ------
OTHER....................................................... 6 10 --
------ ------ ------
COMBINED.................................................... $2,791 $2,563 $1,987
====== ====== ======
</TABLE>

F-26
<PAGE> 187
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following tables summarize certain segment and geographic information
of Packaging:

<TABLE>
<CAPTION>
SEGMENT RECLASS
------------------ &
SPECIALTY OTHER ELIMS COMBINED
--------- ------ ------- --------
(MILLIONS)
<S> <C> <C> <C> <C>
AT JUNE 30, 1999, AND FOR THE SIX MONTHS THEN ENDED
Revenues from external customers........................ $1,404 $ -- $ -- $1,404
Depreciation and amortization........................... 84 10 -- 94
Income before interest, income taxes, and minority
interest.............................................. 190 (46)(b) -- 144
Extraordinary loss...................................... -- (7) -- (7)
Cumulative effect of change in accounting principle..... (17) (15) -- (32)
Total assets............................................ 3,296 1,309(a) (119) 4,486
Net assets of discontinued operations................... -- 133 -- 133
AT DECEMBER 31, 1998, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $2,785 $ 6 $ -- $2,791
Depreciation and amortization........................... 152 23 -- 175
Income before interest, income taxes, and minority
interest.............................................. 328 (45)(c) -- 283
Total assets............................................ 3,260 1,580(a) (42) 4,798
Net assets of discontinued operations................... -- 366 -- 366
Investment in affiliated companies...................... 17 -- -- 17
Capital expenditures.................................... 190 4 -- 194
Noncash items other than depreciation and
amortization.......................................... 22 (84) -- (62)
AT JUNE 30, 1998, AND FOR THE SIX MONTHS THEN ENDED
Revenues from external customers........................ $1,361 $ 10 $ -- $1,371
Depreciation and amortization........................... 77 11 -- 88
Income before interest, income taxes, and minority
interest.............................................. 175 (2) -- 173
Total assets............................................ 3,373 1,468(a) (53) 4,788
Net assets of discontinued operations................... -- 382 -- 382
AT DECEMBER 31, 1997, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $2,553 $ 10 $ -- $2,563
Depreciation and amortization........................... 143 20 -- 163
Income before interest, income taxes, and minority
interest.............................................. 308 (2) -- 306
Cumulative effect of change in accounting principle..... (11) (27) -- (38)
Total assets............................................ 3,244 1,412(a) (38) 4,618
Net assets of discontinued operations................... -- 423 -- 423
Investment in affiliated companies...................... 9 -- -- 9
Capital expenditures.................................... 227 2 -- 229
Noncash items other than depreciation and
amortization.......................................... 10 (86) -- (76)
AT DECEMBER 31, 1996, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $1,987 $ -- $ -- $1,987
Depreciation and amortization........................... 123 8 -- 131
Income before interest, income taxes, and minority
interest.............................................. 249 (15) -- 234
Extraordinary loss...................................... -- (2) -- (2)
Total assets............................................ 2,655 1,421(a) (48) 4,028
Net assets of discontinued operations................... -- 459 -- 459
Investment in affiliated companies...................... 9 1 -- 10
Capital expenditures.................................... 172 44 -- 216
Noncash items other than depreciation and
amortization.......................................... (2) (44) -- (46)
</TABLE>

F-27
<PAGE> 188
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

- -------------------------
Notes: (a) The Other segment's total assets includes pension assets retained by
Packaging related to certain employees of Tenneco's and Packaging's
discontinued operations, Packaging's administrative service
operations assets and net assets of the discontinued paperboard
packaging segment.

(b) The Other segment's income before interest expense, income taxes and
minority interest for the six months ended June 30, 1999 includes a
$29 million charge relating to the severance of corporate employees
and the closing of the Greenwich, Connecticut headquarters facility
(see Note 4).

(c) The Other segment's income before interest expense, income taxes and
minority interest for the year ended December 31, 1998 includes
restructuring charges of $10 million relating to severance of
corporate employees (see Note 4) and approximately $50 million of
operating costs relating to Packaging's information technology
service center that began operation in 1998.

<TABLE>
<CAPTION>
GEOGRAPHIC AREA
--------------------
UNITED RECLASS &
STATES FOREIGN(A) ELIMS COMBINED
------ ---------- --------- --------
(MILLIONS)
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1998, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $2,212 $579 $ -- $2,791
Long-lived assets(c)................................... 2,168 295 -- 2,463
Total assets........................................... 4,131 691 (24) 4,798
AT DECEMBER 31, 1997, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $2,116 $447 $ -- $2,563
Long-lived assets(c)................................... 2,026 236 -- 2,262
Total assets........................................... 4,036 596 (14) 4,618
AT DECEMBER 31, 1996, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $1,759 $228 $ -- $1,987
Long-lived assets(c)................................... 1,957 94 -- 2,051
Total assets........................................... 3,755 281 (8) 4,028
</TABLE>

- -------------------------
Notes: (a) Revenues from external customers and long-lived assets for individual
foreign countries are not material.

(b) Revenues are attributed to countries based on location of the seller.

(c) Long-lived assets include all long-term assets except net assets from
discontinued operations, goodwill, intangibles, and deferred tax
assets.

15. COMMITMENTS AND CONTINGENCIES

Capital Commitments

Packaging estimates that expenditures aggregating approximately $110
million will be required after December 31, 1998, to complete facilities and
projects authorized at such date, and substantial commitments have been made in
connection therewith.

F-28
<PAGE> 189
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Lease Commitments

Packaging holds certain of its facilities, equipment, and other assets
under long-term leases. The minimum lease payments under non-cancelable
operating leases with lease terms in excess of one year are $44 million, $31
million, $22 million, $15 million, and $56 million for the years 1999, 2000,
2001, 2002, and 2003, respectively, and $53 million for subsequent years.

Commitments under capital leases were not significant to the accompanying
combined financial statements. Total rental expense for continuing operations
for the years 1998, 1997, and 1996, was $35 million, $37 million, and $24
million, respectively, including minimum rentals under non-cancelable operating
leases of $45 million, $42 million, and $18 million for the corresponding
periods.

Litigation

In May 1999, Tenneco Inc., Tenneco Packaging Inc. and a number of
containerboard manufacturers were named as defendants in a civil class action
antitrust lawsuit pending in the United States District Court for the Eastern
District of Pennsylvania. Tenneco Packaging Inc. also was named as a defendant
in a related class action antitrust lawsuit. The lawsuits allege that the
defendants conspired to raise linerboard prices for corrugated containers and
corrugated sheets, respectively, from October 1, 1993 through November 30, 1995,
in violation of Section 1 of the Sherman Act. The lawsuits seek treble damages
in an unspecified amount, plus attorney fees. Packaging believes that the
allegations have no merit, is vigorously defending the claims, and believes the
outcome of this litigation will not have a material adverse effect on
Packaging's financial position or results of operations. Under and in accordance
with the distribution agreement that will be entered into in connection the
Spin-off, as between Tenneco and Packaging, Packaging will be responsible for
defending the claims and for any liability resulting from these actions.

Packaging and its combined subsidiaries are parties to various other legal
proceedings arising from their operations. Packaging 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 Packaging and its
combined subsidiaries.

Environmental Matters

Packaging and its combined subsidiaries are subject to a variety of
environmental and pollution control laws and regulations in all jurisdictions in
which they operate. Packaging has provided reserves for compliance with these
laws and regulations where it is probable that a liability exists and where
Packaging can make a reasonable estimate of the liability. The estimated
liabilities recorded are subject to change as more information becomes available
regarding the magnitude of possible clean-up costs and the timing, varying
costs, and effectiveness of alternative clean-up technologies. However,
Packaging believes that any additional costs which arise as more information
becomes available will not have a material effect on the combined financial
condition or results of operations of Packaging.

F-29
<PAGE> 190
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

16. QUARTERLY FINANCIAL DATA (UNAUDITED) (IN MILLIONS EXCEPT PER SHARE)
<TABLE>
<CAPTION>
INCOME (LOSS)
INCOME BEFORE BEFORE
INTEREST CUMULATIVE
NET SALES EXPENSE, INCOME (LOSS) INCOME (LOSS) INCOME (LOSS) EFFECT OF
AND INCOME TAXES, FROM FROM BEFORE CHANGE IN
OPERATING AND MINORITY CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY ACCOUNTING
QUARTER REVENUES INTEREST OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE
- ------- --------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................. $ 666 $ 45 $ 6 $(172) $(166) $ (7) $(173)
2nd................. 738 99 46 9 55 -- 55
------ ---- ---- ----- ----- ---- -----
$1,404 $144 $ 52 $(163) $(111) $ (7) $(118)
====== ==== ==== ===== ===== ==== =====
1998
1st................. $ 633 $ 69 $ 18 $ 14 $ 32 $ -- $ 32
2nd................. 738 104 51 23 74 -- 74
3rd................. 696 74 15 25 40 -- 40
4th................. 724 36 (2) (5) (7) -- (7)
------ ---- ---- ----- ----- ---- -----
$2,791 $283 $ 82 $ 57 $ 139 $ -- $ 139
====== ==== ==== ===== ===== ==== =====
1997
1st................. $ 510 $ 48 $ 9 $ 13 $ 22 $ -- $ 22
2nd................. 675 87 31 (11) 20 -- 20
3rd................. 682 89 32 11 43 -- 43
4th................. 696 82 34 8 42 -- 42
------ ---- ---- ----- ----- ---- -----
$2,563 $306 $106 $ 21 $ 127 $ -- $ 127
====== ==== ==== ===== ===== ==== =====

CUMULATIVE
EFFECT OF
CHANGE IN NET
ACCOUNTING INCOME
QUARTER PRINCIPLE (LOSS)
- ------- ---------- ------
<S> <C> <C>
1999
1st................. $(32) $(205)
2nd................. -- 55
---- -----
$(32) $(150)
==== =====
1998
1st................. $ -- $ 32
2nd................. -- 74
3rd................. -- 40
4th................. -- (7)
---- -----
$ -- $ 139
==== =====
1997
1st................. $ -- $ 22
2nd................. -- 20
3rd................. -- 43
4th................. (38) 4
---- -----
$(38) $ 89
==== =====
</TABLE>

<TABLE>
<CAPTION>
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK
---------------------------------------------------------------------------------------------------------
BEFORE CUMULATIVE
CUMULATIVE EFFECT OF
FROM FROM BEFORE EFFECT OF CHANGE CHANGE IN
CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY IN ACCOUNTING ACCOUNTING NET INCOME
QUARTER OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE PRINCIPLE (LOSS)
- ------- ---------- ------------ ---------------- ------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................ $ .03 $(1.03) $(1.00) $(.04) $(1.04) $(.19) $(1.23)
2nd................ .28 .05 .33 -- .33 -- .33
----- ------ ------ ----- ------ ----- ------
$ .31 $ (.98) $ (.67) $(.04) $ (.71) $(.19) $ (.90)
===== ====== ====== ===== ====== ===== ======
1998
1st................ $ .11 $ .08 $ .19 $ -- $ .19 $ -- $ .19
2nd................ .30 .14 .44 -- .44 -- .44
3rd................ .09 .15 .24 -- .24 -- .24
4th................ (.01) (.04) (.05) -- (.05) -- (.05)
----- ------ ------ ----- ------ ----- ------
$ .49 $ .34 $ .83 $ -- $ .83 $ -- $ .83
===== ====== ====== ===== ====== ===== ======
1997
1st................ $ .06 $ .07 $ .13 $ -- $ .13 $ -- $ .13
2nd................ .19 (.07) .12 -- .12 -- .12
3rd................ .18 .07 .25 -- .25 -- .25
4th................ .20 .05 .25 -- .25 (.23) .02
----- ------ ------ ----- ------ ----- ------
$ .63 $ .12 $ .75 $ -- $ .75 $(.23) $ .52
===== ====== ====== ===== ====== ===== ======
</TABLE>

F-30
<PAGE> 191
THE BUSINESSES OF TENNECO PACKAGING

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK
---------------------------------------------------------------------------------------------------------
BEFORE CUMULATIVE
CUMULATIVE EFFECT OF
FROM FROM BEFORE EFFECT OF CHANGE CHANGE IN
CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY IN ACCOUNTING ACCOUNTING NET INCOME
QUARTER OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE PRINCIPLE (LOSS)
------- ---------- ------------ ---------------- ------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................ $ .03 $(1.03) $(1.00) $(.04) $(1.04) $(.19) $(1.23)
2nd................ .28 .05 .33 -- .33 -- .33
----- ------ ------ ----- ------ ----- ------
$ .31 $ (.98) $ (.67) $(.04) $ (.71) $(.19) $ (.90)
===== ====== ====== ===== ====== ===== ======
1998
1st................ $ .11 $ .08 $ .19 $ -- $ .19 $ -- $ .19
2nd................ .30 .14 .44 -- .44 -- .44
3rd................ .09 .15 .24 -- .24 -- .24
4th................ (.01) (.04) (.05) -- (.05) -- (.05)
----- ------ ------ ----- ------ ----- ------
$ .49 $ .34 $ .83 $ -- $ .83 $ -- $ .83
===== ====== ====== ===== ====== ===== ======
1997
1st................ $ .06 $ .07 $ .13 $ -- $ .13 $ -- $ .13
2nd................ .19 (.07) .12 -- .12 -- .12
3rd................ .18 .07 .25 -- .25 -- .25
4th................ .20 .05 .25 -- .25 (.23) .02
----- ------ ------ ----- ------ ----- ------
$ .63 $ .12 $ .75 $ -- $ .75 $(.23) $ .52
===== ====== ====== ===== ====== ===== ======
</TABLE>

- -------------------------
Notes: Reference is made to Notes 3, 4, 6, and 7 and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" for items
affecting quarterly results. The sum of the quarters may not equal the
total of the respective year's earnings per share on either a basic or
diluted basis due to changes in the weighted average shares outstanding
throughout the year.

(The preceding notes are an integral part of the foregoing combined financial
statements.)

F-31
<PAGE> 192

SCHEDULE II

THE BUSINESSES OF TENNECO PACKAGING
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 AT END OF
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS YEAR
----------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts Deducted from
Assets to Which it Applies:
Year Ended December 31, 1998............ $11 $ 5 $-- $ 5 $11
=== === == === ===
Year Ended December 31, 1997............ $18 $ 2 $2 $11 $11
=== === == === ===
Year Ended December 31, 1996............ $ 9 $11 $-- $ 2 $18
=== === == === ===
</TABLE>

S-1
<PAGE> 193

ANNEX A

PROPOSED AMENDMENTS AND WAIVER

The following is the text of the proposed amendments and waiver. The
following is qualified in its entirety by reference to the supplemental
indenture and the original indenture, copies of which can be obtained without
charge from the information agent. Capitalized terms used below without
definition have the meanings assigned to them in the original indenture.

1. IF TENNECO RECEIVES THE REQUIRED CONSENTS, THE FOLLOWING PROVISIONS
REGARDING THE WAIVER WILL TAKE EFFECT UPON EXECUTION OF THE SUPPLEMENTAL
INDENTURE ON OR PROMPTLY FOLLOWING THE WITHDRAWAL TIME.

"SECTION 1. Definitions: As used herein, the following terms shall have the
meanings set forth below:

"Cash Tender Offers" means Tenneco's offers to purchase for cash certain
series of Securities issued under the Original Indenture pursuant to the Offer
to Purchase and Consent Solicitation of Tenneco dated October 5, 1999, as
amended from time to time.

"Consent Solicitation" means Tenneco's solicitation of consents to
amendments to the Original Indenture and the execution of this Eleventh
Supplemental Indenture pursuant to the Exchange Offers and Cash Tender Offers.

"Debt Realignment" means the realignment, prior to the Spin-off, of
Tenneco's debt through some combination of tender offers, exchange offers,
prepayments and other refinancings.

"Exchange Offers" means Tenneco's offers to exchange notes and debentures
issued by Tenneco Packaging Inc. for certain Securities issued under the
Original Indenture pursuant to the Prospectus and Consent Solicitation of
Packaging and Tenneco dated October 5, 1999, as amended from time to time.

"Exchange Securities" means the series of Securities subject to the
Exchange Offers.

"Original Indenture" means the Indenture, dated November 1, 1996, between
Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as
trustee, as amended.

"Packaging" means Tenneco Packaging Inc., a Delaware corporation.

"Spin-off" means the distribution of all Packaging common stock to the
holders of Tenneco common stock at a ratio of one share of Packaging common
stock for each share of Tenneco common stock.

"Tender Securities" means the series of Securities subject to the Cash
Tender Offers.

"Tenneco" means Tenneco Inc., a Delaware corporation.

"Trustee" means The Chase Manhattan Bank, as trustee under the Original
Indenture.

SECTION 2. Waiver. Subject to Section 3.2 of this Eleventh Supplemental
Indenture, the application of the covenants contained in Sections 3.6, 9.1, 9.2
and 9.3 of the Original Indenture is hereby waived to the extent required to
effect the Spin-off, including, without limitation, to effect the Debt
Realignment (the "Waiver").

SECTION 3. Operation of Amendments and Waiver.

Section 3.1. Upon the execution and delivery of this Eleventh Supplemental
Indenture by Tenneco and the Trustee, the Original Indenture shall be amended
and supplemented in accordance herewith, and this Eleventh Supplemental
Indenture shall form a part of the Original Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
under the Original Indenture shall be bound hereby, as hereby amended and
supplemented; provided, however, that the provisions of the Eleventh
Supplemental Indenture, except as described in Section 3.2 with respect to the
Waiver, shall not become operative until Tenneco has notified the Trustee that
it has accepted for exchange or payment the Exchange Securities and/or Tender
Securities, as the case may be, tendered pursuant to the Exchange
A-1
<PAGE> 194

Offers and/or Tender Offers which represent at least a majority of all
Securities outstanding under the Original Indenture (and at such time the
provisions of this Eleventh Supplemental Indenture shall automatically become
operative without the requirement of any further action by or notice to Tenneco,
the Trustee or any holder of Exchange Securities or Tender Securities).

SECTION 3.2 The Waiver shall become operative immediately upon the
execution and delivery of this Eleventh Supplemental Indenture by Tenneco and
the Trustee. However, if Exchange Securities and/or Tender Securities which
represent at least a majority of all Securities outstanding under the Original
Indenture are not accepted for exchange or purchase, as the case may be, because
the related Exchange Offers, Cash Tender Offers or Consent Solicitation are
terminated or withdrawn, the Waiver will cease to be operative."

2. IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING ITALICIZED TEXT
WILL BE DELETED IN ITS ENTIRETY FROM THE ORIGINAL INDENTURE, AND THE UNDERLINED
TEXT WILL BE ADDED FOLLOWING THE APPROPRIATE SECTIONS THEREOF.

SECTION 3.6. NEGATIVE PLEDGE; LIMITATION ON SALE AND LEASEBACK
TRANSACTIONS.

[ADD: Intentionally Deleted by Amendment]

[DELETE: (a) The Issuer will not issue, assume, incur or guarantee, and
will not permit any Restricted Subsidiary to issue, assume, incur or guarantee,
any Debt secured by any mortgage, pledge, lien or other encumbrance (any such
mortgage, pledge, lien and other encumbrance being hereinafter called a
"Mortgage") upon any principal Manufacturing Property of the Issuer or any
Restricted Subsidiary, or upon shares of capital stock or Debt of any Restricted
Subsidiary (whether such Principal Manufacturing Property or shares of stock are
now owned or hereafter acquired or such Debt is now existing or hereafter
incurred or assumed), without in any such case effectively providing,
concurrently with the issuance or assumption of such Debt, that the Securities
(together with, if the Issuer shall so determine, any other Debt of the Issuer
or such Restricted Subsidiary ranking equally with the Securities and then
existing or thereafter created) shall be secured equally and ratably with such
Debt; provided, however, that the foregoing restrictions shall not apply to:

(i) the creation of Mortgages on any Principal Manufacturing Property
(including any improvements on an existing property, as to which the
Mortgage may include such underlying real property as the Issuer may deem
necessary for the improvement and unnecessary for the operation of any
theretofore existing Principal Manufacturing Property on the same or
adjoining real property) hereafter acquired by the Issuer or a Restricted
Subsidiary prior to, at the time of, or within 180 days after the latest of
the acquisition, completion of construction or commencement of commercial
operation of such property, to secure or provide for the payment of
financing of all or any part of the purchase price thereof or construction
of fixed improvements thereon, or, in addition to assumptions in
transactions contemplated by subparagraph (ii) below, the assumption of any
Mortgage upon any Principal Manufacturing Property hereafter acquired
existing at the time of such acquisitions, or the acquisition of any
Principal Manufacturing Property subject to any Mortgage without the
assumption thereof; provided that the aggregate principal amount of Debt
secured by any such Mortgage so issued, assumed or existing shall not
exceed 100% of the cost of such Principal Manufacturing Property to the
corporation acquiring the same or of the fair value thereof (as determined
by resolution adopted by the Board of Directors) at the time of such
acquisition, whichever is less, and, provided further, that in the case of
any such acquisition, construction or improvement the Mortgage shall not
apply to any property theretofore owned by the Issuer or a Restricted
Subsidiary, other than, in the case of any such construction or
improvement, any theretofore unimproved real property on which the property
so constructed, or the improvement, is located (which unimproved real
property may at the option of the Issuer be segregated by legal description
from other real property of the Issuer appurtenant to such Principal
Manufacturing Property and subjected to the Mortgage related to such
construction or improvement);

A-2
<PAGE> 195

(ii) any Mortgages on any Principal Manufacturing Property of a
corporation which is merged into or consolidated with the Issuer or a
Restricted Subsidiary or substantially all of the assets of which are
required by the Issuer or a Restricted Subsidiary (whether or not the
obligations secured by any such Mortgage are assumed by the Issuer or a
Restricted Subsidiary); provided that such Mortgages were not created in
contemplation of such merger, consolidation or acquisition;

(iii) Mortgages on any Principal Manufacturing Property of the Issuer
or a Restricted Subsidiary in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, or in
favor of any other country, or any political subdivision thereof, to secure
partial, progress, advance or other payments pursuant to any contract or
statute or to secure any Debt incurred or guaranteed for the purpose of
financing all or any part of the cost of acquiring, construction or
improving the property subject to such Mortgages (including Mortgages
incurred in connection with financings of the type contemplated by Section
103 of the Internal Revenue Code, maritime financings under Title XI of the
United States Code or similar financings);

(iv) Mortgages on particular property (or any proceeds of the sale
thereof) to secure all or any part of the cost of exploration, drilling,
mining, development, operation or maintenance thereof (including, without
limitation, construction of facilities for field processing) intended to
obtain or increase the production and sale or other disposition of oil,
gas, coal, natural gas, carbon dioxide, sulphur, helium, metals, minerals,
steam, timber or other natural resources, or any Debt created, issued,
assumed or guaranteed to provide funds for any or all such purposes;

(v) Mortgages securing Debt of a Restricted Subsidiary owing to the
Issuer and/or another Restricted Subsidiary;

(vi) Mortgages on any Principal Manufacturing Property of the Issuer
or a Restricted Subsidiary which Mortgages were in existence on the date of
this Indenture; provided, however, that each such Mortgage shall be limited
to all or a part of the property which secured such Mortgage at such date
(plus improvements and construction on such Property);

(vii) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part, of any Mortgage referred to
in the foregoing clauses (i) through (vi); provided, however, that the
principal amount of Debt so secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the Mortgage so
extended, renewed or replaced (plus improvements and construction on such
property); and

(viii) Permitted Mortgages.]

[DELETE: (b) Notwithstanding the provisions of subsection (a) of this
Section, the Issuer or anyone or more Restricted Subsidiaries may issue or
assume Debt secured by a Mortgage on a Principal Manufacturing Property in
addition to those permitted by subsection (a) of this Section and renew, extend
or replace such Mortgages; provided that at the time of such creation,
assumption, renewal, extension or replacement, and after giving effect thereto,
Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.]

[DELETE: (c) The Issuer will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person providing for the
leasing by the Issuer or any Restricted Subsidiary of any Principal
Manufacturing Property, whether such principal Manufacturing Property is now
owned or hereafter acquired (except for temporary leases for a term, including
renewals at the option of the lessee, of not more than three years and except
for leases between the Issuer and a Restricted Subsidiary or between Restricted
Subsidiaries), which property has been or is to be sold or transferred by the
Issuer or such Restricted Subsidiary to such Person with the intention of taking
back a lease on such property (a "sale and leaseback transaction") unless the
net proceeds of such sale or transfer shall be at least equal to the fair value
of such property as determined by resolution adopted by the Board of Directors
and either:

A-3
<PAGE> 196

(i) the Issuer or such Restricted Subsidiary would be entitled,
pursuant to the provisions of subsection (a) of this Section, to issue or
assume Debt secured by a Mortgage on such property at least equal in amount
to the Attributable Debt in respect of such sale and leaseback transaction
without equally and ratably securing the Securities; or

(ii) since the date hereof and within a period commencing twelve
months prior to the consummation of such sale and leaseback transaction and
ending twelve months after the consummation of such sale and leaseback
transaction the Issuer or such Restricted Subsidiary, as the case may be,
has expended or will expend, or a combination of both, for facilities
comprising all or a part of a Principal Manufacturing Property an amount
equal to (A) the net proceeds of such sale and leaseback transaction and
the Issuer elects to designate such amount as a credit against such sale
and leaseback transaction or (B) a part of the net proceeds of such sale
and leaseback transaction and the Issuer elects to designate such amount as
a credit against such sale and leaseback transaction and applies an amount
equal to the remainder of the net proceeds as provided in clause (iii)
hereof; or

(iii) such sale and leaseback transactions do not come within the
exceptions provided in clause (i) hereof and the Issuer does not make the
election permitted by clause (ii) hereof or makes such election only as to
part of such net proceeds, in either which event the Issuer will, within
180 days after such sale and leaseback transaction, apply an amount equal
to the Attributable Debt in respect of such sale and leaseback transaction
(less an amount equal to the amount, if any, elected under clause (ii)
hereof to the retirement (other than any mandatory retirement or by way of
payment at maturity) of Debt with a maturity of greater than one year of
the Issuer or any Restricted Subsidiary (other than Debt of the Issuer to
any Restricted Subsidiary or of any Restricted Subsidiary to the Issuer or
another Restricted Subsidiary).

(d) Notwithstanding the provisions of paragraph (c) of this Section, the
Issuer and any Restricted Subsidiary may enter into sale and leaseback
transactions in addition to those permitted by paragraph (c) of this Section and
without any obligation to make expenditures for facilities comprising a part or
all of a Principal manufacturing Property or to retire any Debt, provided that
at the time of entering into such sale and leaseback transaction and after
giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net
Tangible Assets.]

SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY
EXCEPT UNDER CERTAIN CONDITIONS.

[ADD: Intentionally Deleted by Amendment]

[DELETE: The Issuer covenants that it will not merge or consolidate with
any other Person or sell, lease or convey all or substantially all of its assets
to any other Person, unless (i) either the Issuer shall be the continuing
corporation, or the successor corporation or the Person which acquires by sale,
lease or conveyance substantially all the assets of the Issuer (if other than
the Issuer) shall be a corporation organized under the laws of the United States
of America or any State thereof or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities and Coupons, if any, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Issuer, such Person or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.]

SECTION 9.2. SUCCESSOR CORPORATION SUBSTITUTED.

[ADD: Intentionally Deleted by Amendment]

[DELETE: In case of any such consolidation, merger, sale, lease or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein. Such successor corporation may
cause to

A-4
<PAGE> 197

be signed, and may issue either in its own name or in the name of the Issuer
prior to such succession any or all of the Securities issuable hereunder which
together with any Coupons appertaining thereto theretofore shall not have been
signed by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by
the officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
together with any Coupons appertaining thereto shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.]

SECTION 9.3. OPINION OF COUNSEL DELIVERED TO TRUSTEE.

[ADD: Intentionally Deleted by Amendment]

[DELETE: The Trustee, subject to the provisions of Section 6.1 and 6.2, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.]

A-5
<PAGE> 198

THE DEALER MANAGERS FOR THE EXCHANGE OFFERS ARE

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<S> <C>
MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON
1585 Broadway, Second Floor Eleven Madison Avenue, Fourth Floor
New York, NY 10036 New York, NY 10010
Attn: Liability Management Group Attn: Liability Management Group
(800) 624-1808 (800) 820-1653
</TABLE>

Any questions concerning the terms of the exchange offers may be directed to
the dealer managers.

THE INFORMATION AGENT FOR THE EXCHANGE OFFERS IS

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800)223-2064

Any questions concerning tender procedures or requests for additional copies of
this
document may be directed to the information agent.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFERS IS

THE CHASE MANHATTAN BANK

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<S> <C> <C>
By Hand: By Registered Mail: By Overnight Delivery:
Corporate Trust Securities Window The Chase Manhattan Bank The Chase Manhattan Bank
55 Water Street Money Market Operations Money Market Operations
Room 234 55 Water Street 55 Water Street
North Building Room 234 Room 234
New York, NY 10041 North Building North Building
Attn: Carlos Esteves New York, NY 10041 New York, NY 10041
Attn: Carlos Esteves Attn: Carlos Esteves
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By Facsimile:

(212) 638-7380 or (212) 638-7381

Confirm by Telephone:

(212) 638-0828

UNTIL JANUARY 3, 2000, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.