EXHIBIT 11
TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------
1997 1996
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(MILLIONS EXCEPT SHARE
AMOUNTS)
COMPUTATION FOR STATEMENTS OF INCOME
Primary Earnings Per Share (average shares
outstanding):
Income from continuing operations........ $ 76 $ 60
Income from discontinued operations, net
of income tax........................... -- 435
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Net income............................... 76 495
Preferred stock dividends................ -- 3
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Net income to common stock............... $ 76 $ 492
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Average shares of common stock
outstanding(a).......................... 171,330,890 170,440,074
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Earnings per average share of common
stock:
Continuing operations.................. $ .44 $ .34
Discontinued operations................ -- 2.55
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$ .44 $ 2.89
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ADDITIONAL COMPUTATIONS(B)
Net income to common stock, per above...... $ 76 $ 492
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Primary Earnings Per Share (including
common stock equivalents):
Average shares of common stock
outstanding(a).......................... 171,330,890 170,440,074
Incremental common shares applicable to
common stock options based on the common
stock daily average market price during
the period.............................. -- 535,013
Incremental common shares applicable to
performance units based upon the
attainment of specified goals........... 88,869 88,125
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Average common shares, as adjusted....... 171,419,759 171,063,212
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Earnings per average share of common
stock (including common stock
equivalents):
Continuing operations.................. $ .44 $ .34
Discontinued operations................ -- 2.54
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$ .44 $ 2.88
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Fully Diluted Earnings Per Share:
Average shares of common stock
outstanding(a).......................... 171,330,890 170,440,074
Incremental common shares applicable to
common stock options based on the more
dilutive of the common stock ending or
average market price during the period.. -- 774,770
Incremental common shares applicable to
performance units based upon the
attainment of specified goals........... 88,869 88,125
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Average common shares assuming full
dilution................................ 171,419,759 171,302,969
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Fully diluted earnings per average share,
assuming conversion of all applicable
securities:
Continuing operations.................. $ .44 $ .34
Discontinued operations................ -- 2.53
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$ .44 $ 2.87
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NOTES:
(a) In 1992, 12,000,000 shares of common stock were issued to the Tenneco Inc.
Stock Employee Compensation Trust ("SECT"). Shares of common stock issued
to a related trust are not considered to be outstanding in the computation
of average shares of common stock until the shares are utilized to fund
the obligations for which the trust was established. For the period ended
March 31, 1996, the SECT utilized 717,256 shares. At December 31, 1996,
all shares had been utilized.
(b) These calculations are submitted in accordance with Securities and
Exchange Commission requirements although not required by Accounting
Principles Board Opinion No. 15 because they result in dilution of less
than 3%.