<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-15095
----------------
TENNECO CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0010368
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1275 KING STREET, GREENWICH, CONNECTICUT 06831
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 863-1000
----------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.
Common Stock, par value $5 per share: 200 shares as of June 30, 1996
TENNECO CREDIT CORPORATION MEETS THE CONDITIONS OF GENERAL INSTRUCTION
H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A
REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.
===============================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Part I--Financial Information
Tenneco Credit Corporation and Consolidated Subsidiaries--
Statements of Income.................................................. 2
Statements of Cash Flows.............................................. 3
Balance Sheets........................................................ 4
Statements of Changes in Stockholder's Equity......................... 6
Notes to Financial Statements......................................... 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 8
Part II--Other Information
Item 1. Legal Proceedings............................................... *
Item 2. Changes in Securities........................................... *
Item 3. Defaults Upon Senior Securities................................. *
Item 4. Submission of Matters to a Vote of Security Holders............. *
Item 5. Other Information............................................... *
Item 6. Exhibits and Reports on Form 8-K................................ 11
</TABLE>
- --------
* No such response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
1
<PAGE>
PART I--FINANCIAL INFORMATION
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS) (THOUSANDS)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ---------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Earned finance charges and interest........... $21,948 $33,443 $47,785 $67,335
Rental income from affiliated company......... 1,432 1,432 2,864 2,864
------- ------- ------- -------
Total revenues.............................. 23,380 34,875 50,649 70,199
------- ------- ------- -------
EXPENSES:
Interest--
Senior notes................................. 15,038 19,814 30,089 39,736
Subordinated notes........................... 2,281 2,287 4,561 4,567
Commitment fees and other.................... 206 446 426 778
Affiliated companies......................... 777 -- 864 --
------- ------- ------- -------
18,302 22,547 35,940 45,081
Depreciation and amortization................. 497 497 994 994
Operating and administrative.................. 1,836 3,240 4,359 6,945
------- ------- ------- -------
Total expenses.............................. 20,635 26,284 41,293 53,020
------- ------- ------- -------
OTHER INCOME--Gain on sale of receivables....... 1,880 -- 2,757 --
------- ------- ------- -------
INCOME BEFORE INCOME TAXES...................... 4,625 8,591 12,113 17,179
INCOME TAXES.................................... 1,887 3,357 4,776 6,716
------- ------- ------- -------
NET INCOME...................................... $ 2,738 $ 5,234 $ 7,337 $10,463
======= ======= ======= =======
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of income.)
2
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-------------------
1996 1995
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income.............................................. $ 7,337 $ 10,463
Adjustments to reconcile to net cash provided from
operating activities:
Depreciation and amortization......................... 994 994
Deferred income taxes................................. (296) (91)
(Increase) decrease in notes and accounts receivable
purchased from affiliates, net....................... 117,743 301,599
Change in accounts payable to and receivable from
affiliates........................................... (3,261) (4,597)
Increase (decrease) in accrued interest............... (33) (815)
Change in other assets and other, net................. 5,271 8,726
-------- ---------
NET CASH PROVIDED FROM OPERATING ACTIVITIES............... 127,755 316,279
-------- ---------
INVESTING ACTIVITIES:
(Increase) decrease in notes receivable from affiliated
companies.............................................. (338,120) (25,000)
Collections on long-term notes receivable............... -- 43,989
-------- ---------
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES..... (338,120) 18,989
-------- ---------
FINANCING ACTIVITIES:
Retirement of senior notes.............................. (1,230) (35,600)
Dividends paid.......................................... -- (300,000)
-------- ---------
NET CASH USED IN FINANCING ACTIVITIES..................... (1,230) (335,600)
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...... (211,595) (332)
BEGINNING CASH AND CASH EQUIVALENTS BALANCE............... 211,610 332
-------- ---------
ENDING CASH AND CASH EQUIVALENTS BALANCE.................. $ 15 $ --
======== =========
CASH PAID DURING THE PERIOD FOR:
Interest................................................ $ 35,109 $ 45,896
Income taxes............................................ $ 6,035 $ 6,742
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of cash flows.)
3
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
(THOUSANDS)
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1995
---------- ------------ ----------
<S> <C> <C> <C>
Notes and accounts receivable purchased from
affiliates:
Customers.................................. $ 628,776 $ 775,199 $1,175,088
Affiliated companies....................... -- -- 3,780
---------- ---------- ----------
628,776 775,199 1,178,868
Less--Unearned finance charges.............. 35,961 64,405 92,049
Allowance for doubtful receivables....... 7,755 7,991 8,869
---------- ---------- ----------
585,060 702,803 1,077,950
---------- ---------- ----------
Notes receivable:
Non-affiliated companies, including $0, $0
and $4,917 due within one year at the re-
spective dates............................ 1,267 1,267 23,167
Affiliated companies....................... 25,000 25,000 25,000
---------- ---------- ----------
26,267 26,267 48,167
Less--Allowance for doubtful note
receivable................................ 1,267 1,267 --
---------- ---------- ----------
25,000 25,000 48,167
---------- ---------- ----------
Equipment under operating leases (at cost),
less accumulated depreciation of $21,228,
$20,234 and $19,240 at the respective
dates...................................... 48,378 49,372 50,366
---------- ---------- ----------
Other assets:
Cash and cash equivalents ................. 15 211,610 --
Notes and accounts receivable from affili-
ates...................................... 341,573 2,716 5,900
Interest receivable and other.............. 1,766 8,840 9,945
---------- ---------- ----------
343,354 223,166 15,845
---------- ---------- ----------
$1,001,792 $1,000,341 $1,192,328
========== ========== ==========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these balance sheets.)
4
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
(THOUSANDS EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1995
---------- ------------ ----------
<S> <C> <C> <C>
Senior notes, including $180,360, $157,626
and $204,205 due within one year at the
respective dates........................... $ 614,816 $ 615,156 $ 817,289
Subordinated notes.......................... 92,100 92,100 92,100
Notes and accounts payable to affiliates.... 2,727 5,251 6,961
Accrued interest............................ 16,679 16,712 25,031
Deferred income taxes....................... 14,547 14,843 14,213
Other current liabilities................... 4,016 6,709 1,074
---------- ---------- ----------
744,885 750,771 956,668
---------- ---------- ----------
Stockholder's equity:
Common stock, par value $5 per share, au-
thorized, issued and outstanding 200
shares.................................... 1 1 1
Capital surplus............................ 188,128 188,128 185,228
Retained earnings.......................... 68,778 61,441 50,431
---------- ---------- ----------
256,907 249,570 235,660
---------- ---------- ----------
$1,001,792 $1,000,341 $1,192,328
========== ========== ==========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these balance sheets.)
5
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-----------------
1996 1995
-------- --------
<S> <C> <C>
COMMON STOCK:
Balance beginning and end of period........................ $ 1 $ 1
-------- --------
CAPITAL SURPLUS:
Balance beginning and end of period........................ 188,128 185,228
-------- --------
RETAINED EARNINGS:
Balance beginning of period................................ 61,441 339,968
Net income................................................ 7,337 10,463
Dividends................................................. -- (300,000)
-------- --------
Balance end of period...................................... 68,778 50,431
-------- --------
Total..................................................... $256,907 $235,660
======== ========
</TABLE>
(The accompanying notes to financial statements are an
integral part of these statements of changes in stockholder's equity.)
6
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) In the opinion of Tenneco Credit Corporation, the accompanying unaudited
financial statements of Tenneco Credit Corporation and its consolidated
subsidiaries (the "Company") contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial
position as of June 30, 1996, and the results of operations; changes in
stockholder's equity; and cash flows for the periods indicated.
(2) Certain reclassifications have been made to prior period amounts, where
appropriate, to conform with the current period presentation.
(3) As part of the ongoing strategic realignment of its businesses, Tenneco
Inc. has announced a plan to spin off Newport News Shipbuilding and the
combined businesses of its Automotive and Packaging segments to its
shareowners as separate, publicly traded companies in tax-free
transactions. At the completion of these two spin off transactions,
Tenneco Inc. would include the Energy business, the Company and certain
assets and liabilities related to operations previously disposed of by
Tenneco. Pursuant to a merger agreement signed in June 1996 between
Tenneco and El Paso Natural Gas Company ("El Paso"), the remaining Tenneco
businesses subsequent to the spin off will be merged with a subsidiary of
El Paso through an exchange of Tenneco shares for shares of El Paso valued
at $750 million.
As a result of these planned transactions, the Company expects that its
business activity will be substantially reduced. Receivables currently
owned by the Company will be sold and the Automotive and Packaging
businesses will cease selling receivables to the Company. Cash from sales
and collection of receivables combined with proceeds from new lines of
credit of the combined Automotive and Packaging business and Tenneco Inc.
will be used to finance the retirement of the Company's existing debt
through tender offers and defeasances. The difference between the market
value of the consideration issued in the tender offers and defeasances and
the net carrying amount of the Company's debt will be recognized as an
extraordinary charge.
(4) In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
establishes new accounting standards for transfers and servicing of
financial assets and extinguishments of liabilities. The statement is
effective for transactions occurring after December 31, 1996. The impact
of the adoption of the new standard has not been quantified.
(The above notes are an integral part of the foregoing financial statements.)
7
<PAGE>
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SECOND QUARTER RESULTS
REVENUES
The Company and its consolidated subsidiaries reported total revenues of
$23.4 million for the second quarter of 1996, down $11.5 million or 33% from
the second quarter of 1995. The decrease is primarily attributable to the
declining retail receivables related to Case Corporation ("Case"). Presented
below are the percentages of revenues from the various sources:
<TABLE>
<CAPTION>
REVENUES
----------
THREE
MONTHS
ENDED
JUNE 30,
----------
1996 1995
---- ----
<S> <C> <C>
Case.......................................................... 37% 44%
Energy........................................................ 17 14
Packaging..................................................... 17 15
Automotive.................................................... 16 13
Other......................................................... 5 7
--- ---
Total from accounts receivable.............................. 92 93
Rental........................................................ 6 4
Notes receivable.............................................. 2 3
--- ---
100% 100%
=== ===
</TABLE>
The average yield on Case retail receivables was 10.5% and 10.7% for the
second quarter of 1996 and 1995, respectively. The discount rate charged on
short-term receivables purchased from subsidiaries of Tenneco Inc. was 8.50%
during the second quarter of 1996 compared to 9.25% for the same period in
1995.
The Company's only leasing activity is the multifuel boiler facility leased
to Tenneco Packaging, Inc., an affiliate of the Company. Leasing activities
provided $1.4 million of revenues in the three months ended June 30, 1996 and
1995.
Under an Investment Agreement dated June 15, 1988, between the Company and
Tenneco Inc. (the "Investment Agreement"), the Company is to receive a service
charge from Tenneco Inc. for each month equal to the amount, if any, by which
the cumulative earnings of the Company for the period from the beginning of
the calendar year to the end of such month, before deduction of fixed charges
and federal income taxes, are less than 125% of the Company's fixed charges.
No service charge was required for the three months ended June 30, 1996 and
1995.
Subsequent to the Case reorganization in June 1994, the Case retail
financing activities have been conducted by Case's United States finance
subsidiary. As the Company no longer purchases Case retail receivables, future
revenues and income will continue to decline as the remaining retail
receivables balance is collected.
EXPENSES
Interest expense of $18.3 million for the second quarter of 1996 represented
a decrease of 19%, or $4.2 million, over the second quarter of 1995. This
decrease resulted from lower levels of long-term debt. The average interest
rate for the second quarter of 1996 and 1995 was 10.4% and 9.9%, respectively.
Operating and
8
<PAGE>
administrative expenses decreased $1.4 million primarily due to lower fees
paid to Case to service Case U.S. retail notes receivable retained by the
Company. These fees will continue to decrease as the remaining retail notes
receivables are collected.
OTHER INCOME
The Company recognized a $1.9 million gain on the sale of trade receivables
to Asset Securitization Cooperative Corporation in the second quarter of 1996.
These trade receivables originated from Tenneco's packaging, automotive and
energy subsidiaries.
NET INCOME
Net income for the second quarter of 1996 was $2.7 million, a decrease of
$2.5 million or 48% compared with the second quarter of 1995. The decrease is
primarily attributable to lower revenues offset by decreased interest expense,
operating and administrative expense and income taxes.
ASSETS
The Company held total assets of $1,001.8 million at June 30, 1996, as
compared to $1,000.3 million and $1,192.3 million at December 31, 1995 and
June 30, 1995, respectively. Total assets at June 30, 1996 versus December 31,
1995 was substantially unchanged. The continuing liquidation of the Case
receivables was offset by an increase in affiliated company notes receivable.
As of June 30, 1996, the Company held net trade notes and accounts
receivable totaling $585.1 million, which accounted for 58% of the Company's
total assets. This compares to $702.8 million and $1,078.0 million or 70% and
90% of the total assets at December 31, 1995 and June 30, 1995, respectively.
Details of these receivables are shown as follows:
<TABLE>
<CAPTION>
NET TRADE NOTES AND
ACCOUNTS RECEIVABLE
------------------------------
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1995
-------- ------------ --------
<S> <C> <C> <C>
Case....................................... 53% 62% 52%
Energy..................................... 15 17 20
Packaging.................................. 17 10 10
Automotive................................. 15 11 18
--- --- ---
100% 100% 100%
=== === ===
</TABLE>
Case net trade notes and accounts receivable are $128.4 million and $248.6
million lower at June 30, 1996, compared to December 31, 1995 and June 30,
1995, respectively, due to the continuing liquidation of the Case retail
receivables.
The Company held zero notes receivable from non-affiliated companies, on a
net basis, at June 30, 1996, unchanged from December 31, 1995 and down $23.2
million from June 30, 1995. The decrease from June 30, 1995 was primarily due
to the sale of a third-party note in the second half of 1995.
As of June 30, 1996, the Company had a net recorded investment of $48.4
million in a multifuel boiler leased to Tenneco Packaging, Inc., an indirect,
wholly-owned subsidiary of Tenneco Inc. The leased facility represented 5% of
the Company's total assets at June 30, 1996.
9
<PAGE>
CAPITALIZATION AND CAPITAL RESOURCES
Pursuant to the Investment Agreement, Tenneco Inc. is required to maintain
an investment in the Company as necessary to assure that at all times the sum
of the Company's subordinated debt plus stockholder's equity will be at least
equal to 20% of the Company's total debt plus stockholder's equity.
The Company's capital requirements have been financed through advances and
equity capital from Tenneco Inc. plus earnings retained in the business.
The Company's total capitalization was $963.8 million at June 30, 1996, and
$956.8 million and $1,145.0 million at December 31, 1995 and June 30, 1995,
respectively. The components of capitalization at such dates are set forth in
the following table:
<TABLE>
<CAPTION>
CAPITALIZATION
------------------------------
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1995
-------- ------------ --------
<S> <C> <C> <C>
Medium-term senior debt.................... 4% 4% 3%
Long-term senior debt...................... 60 60 68
Subordinated debt.......................... 9 10 8
Stockholder's equity....................... 27 26 21
--- --- ---
100% 100% 100%
=== === ===
</TABLE>
OUTLOOK
As part of the ongoing strategic realignment of its businesses, Tenneco Inc.
has announced a plan to spin off Newport News Shipbuilding and the combined
businesses of its Automotive and Packaging segments to its shareowners as
separate, publicly traded companies in tax-free transactions. At the
completion of these two spin off transactions, Tenneco Inc. would include the
Energy business, the Company and certain assets and liabilities related to
operations previously disposed of by Tenneco. Pursuant to a merger agreement
signed in June 1996 between Tenneco and El Paso Natural Gas Company ("El
Paso"), the remaining Tenneco businesses subsequent to the spin off will be
merged with a subsidiary of El Paso through an exchange of Tenneco shares for
shares of El Paso valued at $750 million.
As a result of these planned transactions, the Company expects that its
business activity will be substantially reduced. Receivables currently owned
by the Company will be sold and the Automotive and Packaging businesses will
cease selling receivables to the Company. Cash from sales and collection of
receivables combined with proceeds from new lines of credit of the combined
Automotive and Packaging business and Tenneco Inc. will be used to finance the
retirement of the Company's existing debt through tender offers and
defeasances. The difference between the market value of the consideration
issued in the tender offers and defeasances and the net carrying amount of the
Company's debt will be recognized as an extraordinary charge.
SIX MONTH RESULTS
REVENUES
For the six months of 1996, revenues totaled $50.6 million, down 28% from
the $70.2 million reported for the same period in 1995. This reduction is
attributable to lower average Case receivable balances.
10
<PAGE>
On a percentage basis, revenues for the indicated six-month periods were
generated from the following:
<TABLE>
<CAPTION>
REVENUES
----------
SIX
MONTHS
ENDED
JUNE 30,
----------
1996 1995
---- ----
<S> <C> <C>
Case........................................................ 43% 47%
Energy...................................................... 15 14
Packaging................................................... 15 14
Automotive.................................................. 13 11
Other....................................................... 7 7
--- ---
Total from accounts receivable............................ 93 93
Rental...................................................... 6 4
Notes receivable............................................ 1 3
--- ---
100% 100%
=== ===
</TABLE>
Discount rates on short-term accounts receivable purchased from subsidiaries
of Tenneco Inc. during the first six months of 1996 ranged from 8.50% to 9.00%
as compared to a range of 8.75% to 9.25% for the first six months of 1995. The
average yield on Case retail receivables for the six-month period decreased to
10.2% in 1996 from 10.5% in 1995.
EXPENSES
Interest expense for the six months ended June 30, 1996, was $35.9 million
versus $45.1 million for the same period in 1995. The $9.2 million decrease
was due to lower levels of long-term debt for the first six months of 1996.
Operating and administrative expense decreased $2.5 million for the same
reasons discussed in "Second Quarter Results--Expenses."
OTHER INCOME
The Company recognized a $2.8 million gain on the sale of trade receivables
to Asset Securitization Cooperative in the first six months of 1996. See
"Second Quarter Results--Other Income."
NET INCOME
Net income for the first six months of 1996 was $7.3 million, a decrease of
$3.2 million from net income of $10.5 million for the 1995 period. See
discussion in "Net Income" under Second Quarter Results.
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
12--Computation of Ratio of Earnings to Fixed Charges.
27--Financial Data Schedule.
(b) Reports on Form 8-K. Tenneco Credit Corporation did not file any reports
on Form 8-K during the quarter ended June 30, 1996.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TENNECO CREDIT CORPORATION
Robert T. Blakely
Date: August 14, 1996 By __________________________________
Robert T. Blakely
President
Mark A. McCollum
Date: August 14, 1996 By __________________________________
Mark A. McCollum
Vice President and Controller
12
<PAGE>
EXHIBIT 12
TENNECO CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
(THOUSANDS)
SIX MONTHS
ENDED
JUNE 30,
---------------
1996 1995
------- -------
<S> <C> <C>
Net income..................................................... $ 7,337 $10,463
Add:
Interest expense.............................................. 35,940 45,081
Income taxes.................................................. 4,776 6,716
------- -------
Earnings as defined......................................... $48,053 $62,260
======= =======
Fixed charges--interest expense................................ $35,940 $45,081
======= =======
Ratio of earnings to fixed charges............................. 1.34 1.38
======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TENNECO
CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 592,815
<ALLOWANCES> (7,755)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 69,606
<DEPRECIATION> (21,228)
<TOTAL-ASSETS> 1,001,792
<CURRENT-LIABILITIES> 0
<BONDS> 706,916
0
0
<COMMON> 1
<OTHER-SE> 256,906
<TOTAL-LIABILITY-AND-EQUITY> 1,001,792
<SALES> 0
<TOTAL-REVENUES> 50,649
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,353
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,940
<INCOME-PRETAX> 12,113
<INCOME-TAX> 4,776
<INCOME-CONTINUING> 7,337
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,337
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
