UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

FORM 10-Q



(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    For the quarterly period ended September 30, 2004

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:  333-108693-01                                    |  | Commission file number:  001-04169                                       
|------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|TGT PIPELINE, LLC                                                         |  | TEXAS GAS TRANSMISSION, LLC                                              
|(Exact name of registrant as specified in its charter)                    |  | (Exact name of registrant as specified in its charter)                   
|DELAWARE                                                                  |  | DELAWARE                                                                 
|(State or other jurisdiction of incorporation or organization)            |  | (State or other jurisdiction of incorporation or organization)           
|06-1687421                                                                |  | 06-1687421                                                               
|(I.R.S. Employer Identification No.)                                      |  | (I.R.S. Employer Identification No.)                                     
|3800 FredericaStreet
Owensboro, Kentucky 42301
(270) 926-8686             |  | 3800 FredericaStreet
Owensboro, Kentucky 42301
(270) 926-8686            
|(Address and Telephone Number of Registrants
Principal Executive Office) |  | (Address and Telephone Number of Registrants
Principal Executive Office)
|4922
Primary Standard Industrialization Classification Code Number        |  | 4922
Primary Standard Industrialization Classification Code Number       
|NONE
Securities registered pursuant to Section 12(b) of the Act           |  | NONE
Securities registered pursuant to Section 12(b) of the Act          
|NONE
Securities registered pursuant to Section 12(g) of the Act           |  | NONE
Securities registered pursuant to Section 12(g) of the Act          





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  X    No__



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes__  No X



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.Not applicable



This combined Form 10-Q is separately filed by TGT Pipeline, LLC and Texas Gas Transmission, LLC.  Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other company.





TGT Pipeline, LLC and Texas Gas Transmission, LLC meet the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format.



TABLE OF CONTENTS

FORM 10-Q

FOR THE PERIODS ENDED

SEPTEMBER 30, 2004



TGT PIPELINE, LLC

TEXAS GAS TRANSMISSION, LLC



PART I  FINANCIAL INFORMATION

3

Item 1.  Financial Statements:

3

Note 1:  Corporate Structure and Basis of Presentation

13

Note 2:  Commitments and Contingencies

16

Note 3:  Financing

19

Note 4.  Related Parties

20

Note 5.  Employee Benefits

20

Item 2:  Managements Discussion and Analysis of Financial Condition and Results of Operations

22

Item 4.  Disclosure Controls and Procedures

25

PART II  OTHER INFORMATION

26

Item 6.  Exhibits

26









PART I  FINANCIAL INFORMATION



Item 1.  Financial Statements:

TGT PIPELINE, LLC



CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Thousands of Dollars)

(Unaudited)



|ASSETS                                                                    
|--------------------------------------------------------------------------
|                                                                          
|Current Assets:                                                           
|Cash and cash equivalents                                                 
|Receivables:                                                              
|Trade                                                                     
|Other                                                                     
|Gas Receivables:                                                          
|Transportation and exchange                                               
|Storage                                                                   
|Inventories                                                               
|Costs recoverable from customers                                          
|Deferred tax, net                                                         
|Income tax receivable                                                     
|Prepaid and other expenses                                                
|Total current assets                                                      
|                                                                          
|Property, Plant and Equipment:                                            
|Natural gas transmission plant                                            
|Other natural gas plant                                                   
|                                                                          
|                                                                          
|LessAccumulated depreciation and amortization                            
|Property, plant and equipment, net                                        
|                                                                          
|Other Assets:                                                             
|Goodwill                                                                  
|Gas stored underground                                                    
|Deferred income taxes, net, non-current                                   
|Costs recoverable from customers                                          
|Advances to affiliates, non-current                                       
|Other                                                                     
|Total other assets                                                        
|                                                                          
|Total Assets                                                              
|                                                                          
|The accompanying notes are an integral part of these financial statements.





TGT PIPELINE, LLC



CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Thousands of Dollars)

(Unaudited)





|LIABILITIES AND EQUITY                                                    
|--------------------------------------------------------------------------
|                                                                          
|Current Liabilities:                                                      
|Payables:                                                                 
|Trade                                                                     
|Affiliates                                                                
|Other                                                                     
|Gas Payables:                                                             
|Transportation and exchange                                               
|Storage                                                                   
|Long-term debt due within one year                                        
|Deferred income taxes                                                     
|Accrued taxes other                                                       
|Accrued interest                                                          
|Accrued payroll and employee benefits                                     
|Accrued fuel tracker                                                      
|Other accrued liabilities                                                 
|Total current liabilities                                                 
|                                                                          
|Long Term Debt                                                           
|                                                                          
|Other Liabilities and Deferred Credits:                                   
|Postretirement benefits other than pensions                               
|Pension plan costs                                                        
|Provision for asset retirement                                            
|Other                                                                     
|Total other liabilities and deferred credits                              
|                                                                          
|Members Equity:                                                          
|Paid-in capital                                                           
|Retained earnings                                                         
|Total members equity                                                     
|                                                                          
|Total Liabilities and Equity                                              
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.





TGT PIPELINE, LLC



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)









|                                                                           |  | For the Three Months Ended
September 30, 2004 |  | For the Three Months Ended
September 30, 2003
|-------------------------------------------------------------------------- |  | --------------------------------------------- |  | ---------------------------------------------
|Operating Revenues:                                                        |  |                                               |  |                                              
|Gas transportation                                                         |  | $ 43,982                                      |  | $  43,603                                    
|Gas storage                                                                |  | 2,130                                         |  | 585                                          
|Other                                                                      |  | 808                                           |  | 817                                          
|Total operating revenues                                                   |  | 46,920                                        |  | 45,005                                       
|                                                                           |  |                                               |  |                                              
|Operating Costs and Expenses:                                              |  |                                               |  |                                              
|Operation and maintenance                                                  |  | 12,146                                        |  | 10,037                                       
|Administrative and general                                                 |  | 12,192                                        |  | 11,881                                       
|Depreciation and amortization                                              |  | 8,494                                         |  | 8,322                                        
|Taxes other than income taxes                                              |  | 5,236                                         |  | 3,679                                        
|Total operating costs and expenses                                         |  | 38,068                                        |  | 33,919                                       
|                                                                           |  |                                               |  |                                              
|Operating Income                                                           |  | 8,852                                         |  | 11,086                                       
|                                                                           |  |                                               |  |                                              
|Other Deductions (Income):                                                 |  |                                               |  |                                              
|Interest expense, net                                                      |  | 7,276                                         |  | 7,774                                        
|Interest income from affiliates                                            |  | (57)                                          |  | (3)                                          
|Miscellaneous other deductions (income)                                    |  | (197)                                         |  | 85                                           
|Total other deductions                                                     |  | 7,022                                         |  | 7,856                                        
|                                                                           |  |                                               |  |                                              
|Income before income taxes                                                 |  | 1,830                                         |  | 3,230                                        
|                                                                           |  |                                               |  |                                              
|Charge-in-lieu of income taxes                                             |  | 813                                           |  | 1,563                                        
|                                                                           |  |                                               |  |                                              
|Net Income                                                                 |  | $  1,017                                      |  | $   1,667                                    
|                                                                          
|The accompanying notes are an integral part of these financial statements.













TGT PIPELINE, LLC



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)





|                                                                           |  | For the Nine Months Ended
September 30, 2004 |  | For the Period from Inception through
September 30, 2003
|-------------------------------------------------------------------------- |  | -------------------------------------------- |  | --------------------------------------------------------
|Operating Revenues:                                                        |  |                                              |  |                                                         
|Gas transportation                                                         |  | $ 177,351                                    |  | $ 65,903                                                
|Gas storage                                                                |  | 4,719                                        |  | 900                                                     
|Other                                                                      |  | 2,448                                        |  | 1,169                                                   
|Total operating revenues                                                   |  | 184,518                                      |  | 67,972                                                  
|                                                                           |  |                                              |  |                                                         
|Operating Costs and Expenses:                                              |  |                                              |  |                                                         
|Operation and maintenance                                                  |  | 32,239                                       |  | 14,181                                                  
|Administrative and general                                                 |  | 38,491                                       |  | 17,199                                                  
|Depreciation and amortization                                              |  | 25,225                                       |  | 12,309                                                  
|Taxes other than income taxes                                              |  | 13,566                                       |  | 6,067                                                   
|Total operating costs and expenses                                         |  | 109,521                                      |  | 49,756                                                  
|                                                                           |  |                                              |  |                                                         
|Operating Income                                                           |  | 74,997                                       |  | 18,216                                                  
|                                                                           |  |                                              |  |                                                         
|Other Deductions (Income):                                                 |  |                                              |  |                                                         
|Interest expense, net                                                      |  | 22,285                                       |  | 11,515                                                  
|Interest income from affiliates                                            |  | (118)                                        |  | (3)                                                     
|Miscellaneous other income                                                 |  | (515)                                        |  | -                                                       
|Total other deductions                                                     |  | 21,652                                       |  | 11,512                                                  
|                                                                           |  |                                              |  |                                                         
|Income before income taxes                                                 |  | 53,345                                       |  | 6,704                                                   
|                                                                           |  |                                              |  |                                                         
|Charge-in-lieu of income taxes                                             |  | 21,301                                       |  | 2,904                                                   
|                                                                           |  |                                              |  |                                                         
|Net Income                                                                 |  | $  32,044                                    |  | $   3,800                                               
|                                                                          
|The accompanying notes are an integral part of these financial statements.



TGT PIPELINE, LLC



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

|                                                                           | For the
Nine Months
Ended
September 30, 2004 |  | For the Period from Inception through
September 30, 2003
|-------------------------------------------------------------------------- | -------------------------------------------- |  | --------------------------------------------------------
|OPERATING ACTIVITIES:                                                      |                                              |  |                                                         
|Net income                                                                 | $  32,044                                    |  | $    3,800                                              
|Adjustments to reconcile to cash provided from (used in) operations:       |                                              |  |                                                         
|Depreciation and amortization                                              | 25,225                                       |  | 12,309                                                  
|Provision for deferred income taxes                                        | 28,903                                       |  | 1,303                                                   
|Changes in operating assets and liabilities:                               |                                              |  |                                                         
|Receivables                                                                | 22,151                                       |  | 24,362                                                  
|Inventories                                                                | (147)                                        |  | 97                                                      
|Affiliates                                                                 | 47                                           |  | 433                                                     
|Other current assets                                                       | 3,136                                        |  | (3,693)                                                 
|Accrued income taxes                                                       | (7,504)                                      |  | 1,268                                                   
|Payables and accrued liabilities                                           | (4,600)                                      |  | 24,628                                                  
|Other, including changes in noncurrent assets and liabilities              | (5,864)                                      |  | (27,365)                                                
|Net cash provided by operating activities                                  | 93,391                                       |  | 37,142                                                  
|                                                                           |                                              |  |                                                         
|INVESTING ACTIVITIES:                                                      |                                              |  |                                                         
|Capital expenditures, net of allowance for funds used during
construction  | (20,014)                                     |  | (9,973)                                                 
|Advances to affiliates                                                     | (25,383)                                     |  | (2,107)                                                 
|Investment in Texas Gas Transmission, LLC                                  | -                                            |  | (803,354)                                               
|Net cash used in investing activities                                      | (45,397)                                     |  | (815,434)                                               
|                                                                           |                                              |  |                                                         
|FINANCING ACTIVITIES:                                                      |                                              |  |                                                         
|Proceeds from long-term debt                                               | -                                            |  | 706,918                                                 
|Payment of long-term debt                                                  | (17,285)                                     |  | (407,715)                                               
|Dividends paid                                                             | (30,000)                                     |  | -                                                       
|Capital contribution from parent company                                   | -                                            |  | 519,989                                                 
|Net cash (used in) provided by financing activities                        | (47,285)                                     |  | 819,192                                                 
|                                                                           |                                              |  |                                                         
|Increase in cash and cash equivalents                                      | 709                                          |  | 40,900                                                  
|                                                                           |                                              |  |                                                         
|Cash and cash equivalents at beginning of period                           | 19,171                                       |  | -                                                       
|                                                                           |                                              |  |                                                         
|Cash and cash equivalents at end of period                                 | $  19,880                                    |  | $  40,900                                               
|                                                                           |                                              |  |                                                         
|                                                                          
|The accompanying notes are an integral part of these financial statements.

TEXAS GAS TRANSMISSION, LLC



CONDENSED STATEMENTS OF FINANCIAL POSITION

(Thousands of Dollars)

(Unaudited)



|ASSETS                                                                    
|--------------------------------------------------------------------------
|                                                                          
|Current Assets:                                                           
|Cash and cash equivalents                                                 
|Receivables:                                                              
|Trade                                                                     
|Other                                                                     
|Gas Receivables:                                                          
|Transportation and exchange                                               
|Storage                                                                   
|Inventories                                                               
|Costs recoverable from customers                                          
|Income tax receivable                                                     
|Deferred income tax, net                                                  
|Prepaid and other expenses                                                
|Total current assets                                                      
|                                                                          
|Property, Plant and Equipment:                                            
|Natural gas transmission plant                                            
|Other natural gas plant                                                   
|                                                                          
|LessAccumulated depreciation and amortization                            
|Property, plant and equipment, net                                        
|                                                                          
|Other Assets:                                                             
|Goodwill                                                                  
|Gas stored underground                                                    
|Advances to affiliates, non-current                                       
|Deferred income taxes, net, non-current                                   
|Costs recoverable from customers                                          
|Other                                                                     
|Total other assets                                                        
|                                                                          
|Total Assets                                                              
|                                                                          
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.



TEXAS GAS TRANSMISSION, LLC



CONDENSED STATEMENTS OF FINANCIAL POSITION

(Thousands of Dollars)

(Unaudited)





|LIABILITIES AND EQUITY                                                    
|--------------------------------------------------------------------------
|                                                                          
|Current Liabilities:                                                      
|Payables:                                                                 
|Trade                                                                     
|Affiliates                                                                
|Other                                                                     
|Gas Payables:                                                             
|Transportation and exchange                                               
|Storage                                                                   
|Long-term debt due within one year                                        
|Deferred income taxes                                                     
|Accrued taxes other                                                       
|Accrued interest                                                          
|Accrued payroll and employee benefits                                     
|Accrued fuel tracker                                                      
|Other accrued liabilities                                                 
|Total current liabilities                                                 
|                                                                          
|Long Term Debt                                                           
|                                                                          
|Other Liabilities and Deferred Credits:                                   
|Postretirement benefits other than pensions                               
|Pension plan costs                                                        
|Provision for asset retirement                                            
|Other                                                                     
|Total other liabilities and deferred credits                              
|                                                                          
|Members Equity:                                                          
|Paid-in capital                                                           
|Retained earnings                                                         
|Total members equity                                                     
|                                                                          
|Total Liabilities and Equity                                              
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these financial statements.



TEXAS GAS TRANSMISSION, LLC



CONDENSED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)



|                                                                           | For the
Three Months Ended September 30, 2004 |  | For the
Three Months Ended
September 30, 2003
|-------------------------------------------------------------------------- | --------------------------------------------- |  | ---------------------------------------------
|
|
|                                                                           |                                               |  |                                              
|Operating Revenues:                                                        |                                               |  |                                              
|Gas transportation                                                         | $   43,982                                    |  | $  43,603                                    
|Gas storage                                                                | 2,130                                         |  | 585                                          
|Other                                                                      | 808                                           |  | 817                                          
|Total operating revenues                                                   | 46,920                                        |  | 45,005                                       
|                                                                           |                                               |  |                                              
|Operating Costs and Expenses:                                              |                                               |  |                                              
|Operation and maintenance                                                  | 12,146                                        |  | 10,037                                       
|Administrative and general                                                 | 12,192                                        |  | 11,881                                       
|Depreciation and amortization                                              | 8,494                                         |  | 8,322                                        
|Taxes other than income taxes                                              | 5,236                                         |  | 3,679                                        
|Total operating costs and expenses                                         | 38,068                                        |  | 33,919                                       
|                                                                           |                                               |  |                                              
|Operating Income                                                           | 8,852                                         |  | 11,086                                       
|                                                                           |                                               |  |                                              
|Other (Income) Deductions:                                                 |                                               |  |                                              
|Interest expense, net                                                      | 4,822                                         |  | 5,411                                        
|Interest income from affiliates                                            | (823)                                         |  | (522)                                        
|Miscellaneous other income, net                                            | (197)                                         |  | (5)                                          
|Total other deductions                                                     | 3,802                                         |  | 4,884                                        
|                                                                           |                                               |  |                                              
|Income before income taxes                                                 | 5,050                                         |  | 6,202                                        
|                                                                           |                                               |  |                                              
|Charge-in-lieu of income taxes                                             | 2,087                                         |  | 2,656                                        
|                                                                           |                                               |  |                                              
|Net Income                                                                 | $    2,963                                    |  | $   3,546                                    
|                                                                          
|The accompanying notes are an integral part of these financial statements.



















TEXAS GAS TRANSMISSION, LLC



CONDENSED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)





|                                                                           | Post-Acquisition                             |  |                                                   | Pre-Acquisition
|-------------------------------------------------------------------------- | -------------------------------------------- |  | ------------------------------------------------- | ---------------
|                                                                           | For the
Nine Months Ended
September 30, 2004 |  | For the Period
May 17, 2003
to
September 30, 2003 |                
|                                                                          
|                                                                          
|                                                                           |                                              |  |                                                   |                
|Operating Revenues:                                                        |                                              |  |                                                   |                
|Gas transportation                                                         | $ 177,351                                    |  | $ 65,903                                          |                
|Gas storage                                                                | 4,719                                        |  | 900                                               |                
|Other                                                                      | 2,448                                        |  | 1,169                                             |                
|Total operating revenues                                                   | 184,518                                      |  | 67,972                                            |                
|                                                                           |                                              |  |                                                   |                
|Operating Costs and Expenses:                                              |                                              |  |                                                   |                
|Operation and maintenance                                                  | 32,239                                       |  | 14,181                                            |                
|Administrative and general                                                 | 38,484                                       |  | 17,193                                            |                
|Depreciation and amortization                                              | 25,225                                       |  | 12,309                                            |                
|Taxes other than income taxes                                              | 13,566                                       |  | 6,067                                             |                
|Total operating costs and expenses                                         | 109,514                                      |  | 49,750                                            |                
|                                                                           |                                              |  |                                                   |                
|Operating Income                                                           | 75,004                                       |  | 18,222                                            |                
|                                                                           |                                              |  |                                                   |                
|Other (Income) Deductions:                                                 |                                              |  |                                                   |                
|Interest expense, net                                                      | 14,923                                       |  | 8,256                                             |                
|Interest income from affiliates                                            | (2,093)                                      |  | (938)                                             |                
|Gain on sale of equipment                                                  | -                                            |  | -                                                 |                
|Miscellaneous other income                                                 | (515)                                        |  | (119)                                             |                
|Total other deductions                                                     | 12,315                                       |  | 7,199                                             |                
|                                                                           |                                              |  |                                                   |                
|Income before income taxes                                                 | 62,689                                       |  | 11,023                                            |                
|                                                                           |                                              |  |                                                   |                
|Provision for income taxes                                                 | -                                            |  | -                                                 |                
|Charge-in-lieu of income taxes                                             | 24,991                                       |  | 4,536                                             |                
|                                                                           |                                              |  |                                                   |                
|Net Income                                                                 | $  37,698                                    |  | $   6,487                                         |                
|                                                                           |                                              |  |                                                   |                
|                                                                          
|The accompanying notes are an integral part of these financial statements.



TEXAS GAS TRANSMISSION, LLC



CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

|                                                                          | Post-Acquisition                             |  |                                                   | Pre-Acquisition
|------------------------------------------------------------------------- | -------------------------------------------- |  | ------------------------------------------------- | ---------------
|                                                                          | For the
Nine Months Ended
September 30, 2004 |  | For the Period
May 17, 2003
to
September 30, 2003 |                
|                                                                         
|                                                                         
|OPERATING ACTIVITIES:                                                     |                                              |  |                                                   |                
|Net income                                                                | $  37,698                                    |  | $   6,487                                         |                
|Adjustments to reconcile to cash provided from
(used in) operations:      |                                              |  |                                                   |                
|                                                                          |                                              |  |                                                   |                
|Depreciation and amortization                                             | 25,225                                       |  | 12,309                                            |                
|Provision for deferred income taxes                                       | 29,188                                       |  | 1,276                                             |                
|Gain on sale of equipment                                                 | -                                            |  | -                                                 |                
|Changes in operating assets and liabilities:                              |                                              |  |                                                   |                
|Receivables                                                               | 22,151                                       |  | 24,362                                            |                
|Inventories                                                               | (147)                                        |  | 97                                                |                
|Affiliates                                                                | 47                                           |  | 433                                               |                
|Other current assets                                                      | 3,136                                        |  | (3,693)                                           |                
|Accrued income taxes due affiliate                                        | -                                            |  | -                                                 |                
|Accrued charge-in-lieu of income taxes                                    | (4,101)                                      |  | 2,927                                             |                
|Payables and accrued liabilities                                          | (7,004)                                      |  | 20,352                                            |                
|Other, including changes in noncurrent
assets and liabilities             | (6,010)                                      |  | (26,026)                                          |                
|Net cash provided by operating activities                                 | 100,183                                      |  | 38,524                                            |                
|                                                                          |                                              |  |                                                   |                
|INVESTING ACTIVITIES:                                                     |                                              |  |                                                   |                
|Capital expenditures, net of allowance for
funds used during construction | (20,014)                                     |  | (9,930)                                           |                
|Advances to affiliates, net                                               | (32,175)                                     |  | (103,285)                                         |                
|Net cash used in investing activities                                     | (52,189)                                     |  | (113,215)                                         |                
|                                                                          |                                              |  |                                                   |                
|FINANCING ACTIVITIES:                                                     |                                              |  |                                                   |                
|Proceeds from long-term debt                                              | -                                            |  | 523,306                                           |                
|Payment of long-term debt                                                 | (17,285)                                     |  | (407,715)                                         |                
|Dividends                                                                 | (30,000)                                     |  | -                                                 |                
|Net cash (used in) provided by financing
activities                       | (47,285)                                     |  | 115,591                                           |                
|                                                                          |                                              |  |                                                   |                
|Increase (decrease) in cash and cash equivalents                          | 709                                          |  | 40,900                                            |                
|Cash and cash equivalents at beginning of period                          | 19,171                                       |  | -                                                 |                
|                                                                          |                                              |  |                                                   |                
|Cash and cash equivalents at end of period                                | $  19,880                                    |  | $  40,900                                         |                
|                                                                          |                                              |  |                                                   |                
|                                                                         
|The accompanying notes are an integral part of these financial statements



TGT PIPELINE, LLC

TEXAS GAS TRANSMISSION, LLC



NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)





Note 1:  Corporate Structure and Basis of Presentation



Texas Gas Transmission, LLC is a wholly-owned subsidiary of TGT Pipeline, LLC (TGT Pipeline). TGT Pipeline is a wholly-owned subsidiary of TGT Pipeline Holding Corp. (Holding Corp.), which is wholly-owned by Loews Corporation (Loews).  TGT Pipeline was formed in April 2003, with an initial capitalization on May 16, 2003 (Inception), to acquire (Acquisition) all of the outstanding capital stock of Texas Gas Transmission Corporation from a subsidiary of The Williams Companies, Inc. (Williams). Texas Gas Transmission Corporation subsequently converted to a limited liability company and is now known as Texas Gas Transmission, LLC (Texas Gas). TGT Pipeline has no assets, liabilities or operations other than its ownership of Texas Gas, $185 million of outstanding debt, as discussed in Note 3, and a note receivable from its parent, Holding Corp., as discussed in Note 4.  Texas Gas is the owner and operator of the pipeline system and related assets.



The discussion throughout these notes refers to TGT Pipeline and its consolidated wholly-owned subsidiary, Texas Gas (we/our/us), unless otherwise noted. The condensed consolidated TGT Pipeline financial statements include the accounts of TGT Pipeline and Texas Gas, after elimination of inter-company transactions. Our financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.



The accompanying unaudited condensed financial statements of TGT Pipeline and Texas Gas were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions on Form 10-Q and Regulation S-X.  As a result of the change in control of Texas Gas, the financial statements of Texas Gas presented for the period after the Acquisition reflect a new basis of accounting.  Accordingly, the Texas Gas Statements of Operations and Cash Flows for the nine months ended September 30 have been separated by a bold vertical line into a pre-Acquisition period and a post-Acquisition period.  In managements opinion, our interim financial statements reflect all adjustments necessary to present fairly the results of operations for the periods presented.



The accompanying pre-Acquisition financial statements reflect a purchase price allocation associated with the acquisition of Texas Gas by Williams in 1995.  The accompanying post-Acquisition financial statements reflect the pushdown of 100% of the purchase price resulting from the Acquisition. A preliminary allocation of the purchase price was assigned to the assets and liabilities of Texas Gas, based on their estimated fair values in accordance with GAAP.  As Texas Gas rates are regulated by the Federal Energy Regulatory Commission (FERC), and the FERC does not allow recovery in rates of amounts in excess of original cost, our historical net book value of regulatory related assets and liabilities are considered to be the fair value of those respective assets and liabilities. The excess purchase price above the historical net book value was allocated to goodwill.  The accounting for the effects of the Acquisition included recognizing unfunded benefit obligations related to postretirement benefits other than pensions and pension benefits with a corresponding offset to costs recoverable from customers, due to the probable future rate recovery of these costs.  During 2004, adjustments were made to finalize the estimated allocation that decreased goodwill by

approximately $5.8 million and reduced other liabilities related to the resolution of certain revenue refund issues.  As of September 30, 2004, we had $163.5 million of goodwill recorded as an asset on our balance sheet.  Changes to our estimates after May 2004, other than those related to the tax basis of our assets and liabilities, will be recorded in results of operations.



The Acquisition was treated as an acquisition of assets for income tax purposes and, accordingly, we will have tax basis in our net assets approximately equal to the Acquisition price.   In connection with the terms of this election, temporary differences that existed prior to the Acquisition no longer exist and differences between the new allocated purchase price for book and income tax are established as part of the purchase price allocation.  Therefore, deferred tax asset and liability balances existing prior to the Acquisition have been eliminated.  As previously discussed, Texas Gas was converted into a limited liability company immediately following the Acquisition.  The condensed financial statements contained herein reflect a Charge-In-Lieu of Income Taxes subsequent to the Acquisition in recognition of the federal and state income tax liabilities incurred by the company.  For federal and state income taxation, the company is subject to tax as a division of its parent corporation, Holding Corp.



Results of operations for the first nine months of each of the years reported herein are not necessarily indicative of results of operations for that entire year.  We typically experience higher operating income in the first and fourth quarters as compared to the second and third quarters.  Certain reclassifications may have been made in the 2003 financial statements to conform to the 2004 presentation.





Accounting Policies



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities.  We evaluate our estimates on an ongoing basis, including those related to revenues subject to refund, bad debts, materials and supplies obsolescence, investments, intangible assets and goodwill, property and equipment and other long-lived assets, income taxes, workers' compensation insurance, pensions and other post-retirement and employment benefits and contingent liabilities. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from such estimates.



As part of the allocation of the purchase price of the Acquisition, the excess purchase price over the fair value of the assets and liabilities was allocated to goodwill.  Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill and Other Intangible Assets requires the evaluation of goodwill for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired.  The annual impairment test is performed on December 31.   In accordance with SFAS No. 142, we have not amortized goodwill and there have been no impairments recorded in 2004.





Depreciation rates for utility plant are approved by the FERC.  The approved depreciation rates are comprised of two types; one based on economic service life (capital recovery) and one based on net costs of removal (negative salvage).  Therefore, we accrue estimated net costs of removal of long-lived assets through negative salvage expense.  Accordingly, we have collected a certain amount in rates representing estimated net costs of removal, which do not represent legal removal obligations.  We have classified such amounts in the accompanying condensed statements of financial position as Provision for Asset Retirement.



SFAS No. 71 Accounting for the Effects of Certain Types of Regulation requires that rate-regulated public utilities account for and report assets and liabilities consistent with the economic effect of the manner in which independent third-party regulators establish rates.  In applying SFAS No. 71, we capitalize certain costs and benefits as regulatory assets and liabilities, respectively, in order to provide for recovery from or refund to customers in future periods.



We monitor the regulatory and competitive environment in which we operate to determine whether our regulatory assets continue to remain probable of recovery.  If we determine that all or a portion of our regulatory assets no longer meet the criteria for continued application of SFAS No. 71, we write off that portion deemed unrecoverable, net of any regulatory liabilities deemed non-refundable.  Texas Gas has various mechanisms whereby rates or surcharges are established and revenues are collected and recognized based on estimated costs.   None of our regulatory assets as of September 30, 2004, and December 31, 2003, were earning a return.



The amounts recorded as regulatory assets and liabilities in the Texas Gas balance sheet as of September 30, 2004, and December 31, 2003, are summarized as follows (shown in thousands):



|                        | September 30, 2004                                      |          | December 31, 2003
|----------------------- | ------------------------------------------------------- | -------- | -----------------
|Regulatory Assets:      |                                                         |          |                  
|                        | Post retirement benefits other than pension             | $ 32,934 |                  
|                        | Unamortized debt expense and premium on reacquired debt | 13,951   |                  
|                        | Income tax                                              | 6,409    |                  
|                        | Gas supply realignment costs                            | (160)    |                  
|                        | Total regulatory assets                                 | $ 53,134 |                  
|Regulatory Liabilities: |                                                         |          |                  
|                        | Provision for asset retirement                          | $ 29,536 |                  
|                        | System management/cashout tracker                       | 188      |                  
|                        | Fuel tracker                                            | 1,926    |                  
|                        | Pension plan costs                                      | 377      |                  
|                        | Unamortized discount on long-term debt                  | (2,241)  |                  
|                        | Total regulatory liabilities                            | $ 29,786 |                  



The table above includes amounts related to unamortized debt expense and unamortized discount on long-term debt.  While these amounts are not regulatory assets and liabilities as defined by SFAS No. 71, they are a critical component of our embedded cost of debt financing utilized in our rate proceedings.   Certain amounts in the table are reflected as negative, or a reduction, to be consistent with the manner in which we record these items in our regulatory books of account.  For the periods ended September 30, 2004, and December 31, 2003, negative salvage amounts have been reclassified from accumulated depreciation to appropriately reflect such balances as a regulatory liability in accordance with GAAP.



As previously discussed, Texas Gas was converted into a limited liability company immediately following the Acquisition.  The accompanying condensed financial statements reflect a Charge-In-Lieu of Income Taxes subsequent to the Acquisition in recognition of the federal and state income tax liabilities incurred by the company.   We include an appropriate allowance for income taxes in cost of service and derivation of tariff rates and, accordingly, design our rates to recover such costs.  The effective tax rate for the

period subsequent to the Acquisition, represented by our Charge-In-Lieu of Income Taxes, is substantially equal to the statutory rate. The effective tax rate for the period prior to the Acquisition was slightly higher than the statutory rate.  Deferred income tax is computed using the liability method and is provided on all temporary differences between the book basis and the tax basis of our assets and liabilities.





Note 2:  Commitments and Contingencies



Regulatory and Rate Matters and Related Litigation



Storage Expansion Project



Recent requests for additional firm storage capacity have exceeded the physical capabilities of Texas Gas system, thereby prompting us to evaluate an expansion of our existing storage facilities.  Accordingly, to gauge market demand for firm storage capacity on our system, we conducted a binding open season, which concluded on May 14, 2004.  The binding open season ultimately produced two acceptable bids for the storage capacity and precedent agreements were signed.



To provide the additional service from our market area storage complex, Texas Gas proposes to expand the daily withdrawal capability of our Midland Gas Storage Field located in western Kentucky.  On July 7, 2004, we filed an application in Docket No. CP04-373 with the FERC to allow for the installation of two gas turbine compressor packages, along with related piping and facilities, during the summer and fall of 2005, with a projected in-service date of November 1, 2005.  The installation of these facilities will allow Texas Gas to withdraw on a firm basis up to an additional 82,000 MMBtu of gas per day.  We anticipate the total cost of this project to be $20.7 million and intend to fund the project with internally generated cash flows.  To date, Texas Gas has responded to several data requests, and currently the application awaits FERC action.



Due to the interest received during the first storage expansion open season, Texas Gas initiated a second open season for additional storage capacity for firm storage service and no-notice service with an anticipated completion date of November 1, 2006.  This non-binding open season ran from August 4 through October 1, 2004.  Texas Gas is currently evaluating the data received from this second open season.



FERC Order No. 637



On February 9, 2000, the FERC issued a Final Rule, Order No. 637, in which the FERC adopted certain policies that it found necessary to adjust its regulatory model to the needs of the evolving markets, but determined that any fundamental changes to its regulatory policy would be considered after further study and evaluation of the evolving marketplace.  Texas Gas submitted an Order No. 637 compliance filing on August 15, 2000, which contained pro forma tariff sheets designed to comply with certain directives in the order regarding the conduct of daily business transactions.  Since that initial compliance filing, a technical conference, several FERC orders, rehearing requests, and compliance filings relating to Texas Gas Order No. 637 compliance have occurred; all of which are more fully described in our Annual Report on Form 10-K for the year ended December 31, 2003.  On July 12, 2004, the FERC issued a letter order, constituting final agency action, in which it accepted Texas Gas tariff sheets, as previously amended. Order No. 637 compliance is not expected to have a material impact on Texas Gas financial condition or results of operations.





FERC Order No. 2004 (Docket No. RM01-10)



On September 27, 2001, the FERC issued a Notice of Proposed Rulemaking (NOPR) proposing to adopt uniform standards of conduct for transmission providers.  The proposed rule defined transmission providers as interstate natural gas pipelines and public utilities that own, operate, or control electric transmission facilities. The NOPR proposed standards to regulate the conduct of transmission providers with their energy affiliates.  The proposed rule defined energy affiliates broadly to include any transmission provider affiliate that engages in or is involved in transmission (gas or electric) transactions, or manages or controls transmission capacity, or buys, sells, trades, or administers natural gas or electric energy, or engages in financial transactions relating to the sale or transmission of natural gas or electricity.  On November 25, 2003, the FERC issued its Final Rule in this matter, Standards of Conduct for Transmission Providers (Order No. 2004).  As required by the rule, on February 9, 2004, Texas Gas filed with the FERC and posted on its Internet website its plans for compliance with Order No. 2004 stating that it would seek an exemption from the requirements of Order No. 2004 as Texas Gas has no sales function and no energy or marketing affiliates.  Texas Gas filed its request for exemption in Docket No. TS04-253 on March 5, 2004. On April 16, 2004, the FERC issued an order postponing implementation of the rule until September 1, 2004. On August 2, 2004, the Commission issued Order No. 2004-B, generally upholding its initial 2004 Order, but extending the date for compliance with the standards of conduct until September 22, 2004. On September 20, 2004, the Commission issued an order granting Texas Gas request for an exemption from Order 2004.  A third party has requested a late intervention and rehearing of Texas Gas exemption request.







Rate Schedule GaS



On February 6, 2004, Texas Gas submitted a tariff filing (Docket No, RP04-161) to cancel its Rate Schedule GaS, thereby clarifying that it does not own or operate a sales operating unit, and therefore is not engaged in the marketing, sale, or brokering of natural gas. There were no remaining effective contracts under Rate Schedule GaS. The filing established Texas Gas as a pure transporter of natural gas, which helps guide our future compliance efforts in response to the FERCs Standards of Conduct for Transmission Providers, as issued in Order No. 2004. The FERC issued a letter order on March 26, 2004, approving Texas Gas filing to cancel its Rate Schedule GaS.





Sales and Use Taxes



On June 1, 2003, the Commonwealth of Kentucky placed into effect a law requiring natural gas pipelines to collect sales and use tax on service charges for the distribution, transmission, or transportation of natural gas for use in Kentucky (excluding residential customers). On July 3, 2003, Texas Gas filed a proposed tariff sheet (Docket No. RP03-544) amending the General Terms and Conditions of its FERC Gas Tariff to provide for the collection of taxes, levies, or other charges imposed on Texas Gas customers for remittance to the respective regulatory agencies or taxing authorities. The FERC approved the proposed tariff provision in a letter order issued July 31, 2003, without reference to any subsequently filed protests. After each of two subsequent requests for rehearing by the same Texas Gas customer, the FERC denied such requests for rehearing. The last of the two FERC orders denying the customers rehearing request was issued March 5, 2004.







Annual Fuel Filings



Texas Gas makes annual filings to the FERC to adjust its Fuel Retention Percentages (Fuel Tracker Filings), thereby allowing any under- or over-collections to be corrected by an adjustment in fuel rates.  On August 30, 2002, Texas Gas made its 2002 Fuel Tracker Filing (Docket No. RP02-515) reflecting a slight increase in fuel rates for the annual period ending October 31, 2003, and on August 30, 2003, Texas Gas made its 2003 Fuel Tracker Filing (Docket No. RP03-588) reflecting a general decrease in fuel rates for the annual period ending October 31, 2004. In separate actions the FERC issued orders accepting and suspending the tariff sheets, subject to refund, in both Fuel Tracker Filings. However, as more fully described in our Annual Report on Form 10-K for the year ended December 31, 2003, in both cases a Texas Gas customer filed for rehearing of the FERC orders. On March 4, 2004, the FERC issued Order on Rehearing in Docket No. RP05-215, in which it denied both the customers request for rehearing and its request for a technical conference.  Since the Texas Gas customer who filed for rehearing of the FERC orders has not filed an appeal, and since the FERC had conditioned its acceptance of Texas Gas filing in Docket No. RP03-588 on its ruling in Docket No. RP02-515, Texas Gas considers that the FERC has taken final agency action on Texas Gas 2002 and 2003 Fuel Tracker Filings.



On August 30, 2004, Texas Gas submitted its 2004 Fuel Tracker Filing (Docket No. RP04-522) in which it proposed revised fuel rates to be in effect for the annual period November 1, 2004 through October 31, 2005.  On October 18, 2004, the FERC issued an order accepting these rates as filed.





Employee Relations



The International Chemical Workers Union Council of the United Food and Commercial Workers International Union, Local 187C, represents 116 of our375 field employees.  Our previous collective bargaining agreement with Local 187C expired on April 30, 2004.A new contract that will expire April 30, 2007, was signed on April 12, 2004 with no major changes.





Summary of Commitments and Contingencies



The circumstances set forth in Note 3 to the financial statements included in our Form 10-K for the year ended December 31, 2003, appropriately represent the current status of our legal proceedings.  While no assurances may be given, we do not believe that the ultimate resolution of the foregoing matters taken as a whole, and after consideration of amounts accrued, insurance coverage, potential recovery from customers or other indemnification arrangements, will have a material adverse effect on our future financial position, results of operations or cash flow.





Note 3:  Financing



At September 30, 2004 and December 31, 2003, long-term debt issues were outstanding as follows (expressed in thousands):



|TGT Pipeline Consolidated        
|---------------------------------
|                                 
|Debentures:                      
|                                 
|Notes:                           
|                                 
|                                 
|                                 
|                                 
|Unamortized debt discount        
|Current portion of long-term debt
|Total long-term debt             







|Texas Gas                        
|---------------------------------
|                                 
|Debentures:                      
|                                 
|Notes:                           
|                                 
|                                 
|                                 
|Unamortized debt discount        
|Current portion of long-term debt
|Total long-term debt             



In March 2004, Texas Gas repaid the remaining $17.3 million principal amount of its 8.625% notes due 2004.  Texas Gas retired $132.7 million principal amount of such notes in May 2003.  Our debentures and notes have restrictive covenants, which provide, with certain exceptions, that neither TGT Pipeline nor Texas Gas nor any subsidiary may create, assume or suffer to exist any lien upon any property to secure any indebtedness unless the debentures and notes shall be equally and ratably secured.  TGT Pipeline relies on distributions and advances from Texas Gas to fulfill its debt obligations.  All our obligations are unsecured.  For a detailed discussion of our Financing, see our Annual Report on Form 10-K for the year ended December 31, 2003.









Note 4.  Related Parties



TGT Pipeline and Texas Gas are each party to a Services Agreement under which Loews provides such entities with certain financial, tax, technology and other corporate services as needed.  In exchange for such services, TGT Pipeline and Texas Gas reimburse Loews for their direct costs, including direct payroll and benefit costs of Loews employees providing the services, and an allocation of certain other indirect costs of Loews such as corporate overhead.  The costs for the three months and nine months ended September 30, 2004, were $1.7 million and $4.9 million, respectively.



Texas Gas makes advances to TGT Pipeline.  At September 30, 2004, the advances due Texas Gas by TGT Pipeline totaled $141.6 million, which is recorded as Advances to Affiliates on Texas Gas Condensed Statement of Financial Position.  TGT Pipeline makes advances to Holding Corp.  At September 30, 2004, the advances due TGT Pipeline by Holding Corp. totaled $29.7 million, which is recorded as Advances to Affiliates on TGT Pipelines Condensed Consolidated Statements of Financial Position.





Note 5.  Employee Benefits



Texas Gas sponsors a postretirement health care benefit plan that provides prescription drug coverage.  Texas Gas and its actuarial advisors determined that benefits provided by our plan as of January 1, 2004, were at least actuarially equivalent to Medicare Part D, and, accordingly, Texas Gas will be entitled to the subsidy provided in the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Act).  Our January 1, 2004 accumulated postretirement benefit obligation (APBO) for the subsidy related to benefits attributed to past service decreased by $8.3 million.  The effect of the subsidy on the measurement of net periodic postretirement benefit costs for the nine months ended September 30, 2004, including the effect of any amortization of the actuarial experience gain in the APBO as a component of the net amortization, the reduction in current period service cost due to the subsidy, and the resulting reduction in interest cost on the APBO as a result of the subsidy, was $0.6 million.  There were no other significant changes in the benefit obligation or plan assets.



Texas Gas components of Net Periodic Benefit Cost (in thousands):





|                                    | Pension Benefits                              |  | Other Benefits                               
|----------------------------------- | --------------------------------------------- |  | ---------------------------------------------
|                                    | For the Three
Months Ended September 30, 2004 |  | For the Three
Months Ended
September 30, 2003
|Service Cost                        | $    900                                      |  | $   830                                      
|Interest Cost                       | 1,425                                         |  | 1,298                                        
|Expected return on plan assets      | (1,675)                                       |  | (1,675)                                      
|Amortization of accumulated gains   | -                                             |  | -                                            
|Regulatory accrual                  | (650)                                         |  | (453)                                        
|Estimated net periodic benefit cost | $         -                                   |  | $       -                                    





|                                    | Pension Benefits                             |  | Other Benefits                                        
|----------------------------------- | -------------------------------------------- |  | ------------------------------------------------------
|                                    | For the Nine Months Ended September 30, 2004 |  | For the Period May 17, 2003 through
September 30, 2003
|Service Cost                        | $ 2,700                                      |  | $  1,245                                              
|Interest Cost                       | 4,275                                        |  | 1,946                                                 
|Expected return on plan assets      | (5,025)                                      |  | (2,512)                                               
|Amortization of prior service cost  | -                                            |  | -                                                     
|Amortization of accumulated  gains  | -                                            |  | -                                                     
|Regulatory accrual                  | (1,950)                                      |  | (679)                                                 
|Estimated net periodic benefit cost | $         -                                  |  | $          -                                          





Texas Gas previously disclosed in its financial statements for the year ended December 31, 2003, that, due to its fully-funded status, it did not anticipate contributing to its pension plan in 2004.  As of September 30, 2004, no contributions had been made.  Prior to the Acquisition, Texas Gas Postretirement Benefits Other than Pensions was part of a multi-employer plan under Williams; however, for regulatory purposes Texas Gas liabilities and plan assets were accounted for separately.  After the Acquisition, Texas Gas Postretirement Benefits Other than Pensions was segregated from Williams and is no longer considered a multi-employer plan.









Item 2:  Managements Discussion and Analysis of Financial Condition and Results of Operations



Texas Gas Transmission, LLC is a wholly-owned subsidiary of TGT Pipeline, LLC (TGT Pipeline). TGT Pipeline is a wholly-owned subsidiary of TGT Pipeline Holding Corporation (Holding Corp.), which is wholly-owned by Loews Corporation (Loews).  TGT Pipeline was formed in April 2003, to acquire all of the outstanding capital stock of Texas Gas Transmission Corporation from a subsidiary of The Williams Companies, Inc. (Williams) (Acquisition). Texas Gas Transmission Corporation subsequently converted to a limited liability company and is now known as Texas Gas Transmission, LLC (Texas Gas). TGT Pipeline has no assets, liabilities or operations other than its ownership of Texas Gas, $185 million outstanding debt and a note receivable from its parent, Holding Corp.  Texas Gas is the owner and operator of the pipeline system and related assets.





RESULTS OF OPERATIONS



Management has based its narrative analysis of our results of operations for the nine-month periods ended September 30, 2004 and September 30, 2003 on the combined results of operations for the entire period.  Material variances caused by the different bases of accounting have been disclosed where applicable.  The discussion throughout this narrative refers to TGT Pipeline and its consolidated wholly-owned subsidiary, Texas Gas (we/our/us), unless otherwise noted. The condensed consolidated TGT Pipeline financial statements include the accounts of TGT Pipeline and Texas Gas, after elimination of inter-company transactions.



Texas Gas operating revenues increase in 2004 of $3.1 million is primarily attributable to an increase of $3.0 million in storage services during 2004 resulting from new contracts and an increase in demand services and short-term firm revenues as customers responded to the volatility in natural gas prices. The increase was partially offset by less transportation by others revenue due to the expiration of transportation contracts on third party pipelines.  Total deliveries were 496.0 trillion British thermal units (Tbtu) and 480.9 Tbtu for the first nine months of 2004 and 2003, respectively.



Texas Gas increase in operating costs and expenses during 2004 of $7.9 million is primarily attributable to:

·

Accrual adjustments benefiting net income in 2003 of approximately $6.0 million primarily related to payroll and benefits that were not recurring in 2004,

·

$1.9 million increase in operation maintenance projects,

·

$1.6 million higher labor and benefit costs,

·

$1.4 million increase in property and franchise taxes, and

·

$1.2 million increase in property and liability insurance premiums.



The increase was partially offset by:

·

$3.2 million lower depreciation in 2004 primarily from the reduction in depreciation due to the purchase price allocation,

·

$1.5 million in lower cost of gas transportation expenses primarily due to the expiration of transportation contracts on third party pipelines, and

·

$0.8 million adjustment in system management tracker costs.



Texas Gas net income decreased by $3.4 million due to the reasons discussed above, as well as $0.8 million in lower interest income due to lower investment balances and reduced yields.  The decrease was partially offset by $1.8 million in lower tax expense due to lower pretax income.





Capital Resources and Liquidity



Texas Gas funds its operations and capital requirements with cash flows primarily from operating activities and, occasionally, repayments of funds advanced to TGT Pipeline.  TGT Pipelines only material commitment is to make interest payments on outstanding debt.



Texas Gas makes advances to TGT Pipeline.  At September 30, 2004, the advances due Texas Gas by TGT Pipeline totaled $141.6 million.  The advances are represented by demand notes but are classified as noncurrent since Texas Gas does not anticipate demanding these funds during the next twelve months.  The interest rate on intercompany demand notes is the London Interbank Offered Rate on the first day of each three-month period plus one percent and is compounded monthly.



TGT Pipeline makes advances to Holding Corp.  At September 30, 2004, the advances due TGT Pipeline by Holding Corp. totaled $29.7 million.  The advances are represented by demand notes but are classified as noncurrent since TGT Pipeline does not anticipate demanding these funds during the next twelve months.  The interest rate on intercompany demand notes is the London Interbank Offered Rate on the first day of each three-month period plus one percent and is compounded monthly.



In March 2004, Texas Gas repaid the remaining $17.3 million outstanding principal amount of its 8.625% notes due 2004.  Texas Gas retired $132.7 million principal amount of such notes in May 2003.  See our Annual Report on Form 10-K for the year ended December 31, 2003 for a detailed discussion of our capital resources and liquidity.





Capital Expenditures



Texas Gas experiences higher revenue in the first and fourth quarters as compared to the second and third quarters.  Cash increases during the winter and spring due to higher revenue billings and, typically, decreases during the summer and fall due to increased capital expenditures and system maintenance.  Texas Gas capital expenditures for the first nine months of 2004 and 2003 were $20.0 million and $10.0 million, respectively.  Capital expenditures for 2004 are expected to approximate $45.1 million.  Texas Gas expects to fund these capital expenditures through cash flows from its operating activities.







CRITICAL ACCOUNTING POLICIES



See Managements Narrative Analysis of Results of Operations (MD&A) in our Annual Report on Form 10-K for the year ended December 31, 2003 for a detailed discussion of our critical accounting policies.  These policies include Regulatory Accounting, Revenue Subject to Refund, Contingent Liabilities, Impairment of Long-Lived Assets and Use of Estimates.

DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS



Documents we file with the Securities and Exchange Commission (SEC) may contain forward-looking statements.  In addition, our senior management and other authorized spokespersons may make forward-looking statements in print or orally to analysts, investors, the media and others.  Forward-looking statements concern plans, objectives, proposed capital expenditures and future events or performance, among other statements.  These statements reflect our current expectations and involve a number of risks and uncertainties.  Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those suggested by the forward-looking statements.  Important factors that could cause actual results to differ include:



·

Regulatory issues, including those that affect allowed rates of return, terms and conditions of service, rate structures, depreciation and amortization policies, acquisitions, extension, abandonment of service or facilities.  No assurances can be given as to the financial outcome of our planned 2005 rate case relative to our current rates structure.

·

Residential, commercial and industrial growth in our service area.  The ability to grow our customer base and the pace of that growth are impacted by general business and economic conditions such as interest rates, inflation, fluctuations in the capital markets and the overall strength of the economy in the markets we serve.

·

Environmental legislation.  Our business will be subject to environmental legislation in all jurisdictions in which we operate, and any changes in such legislation could negatively affect our results of operations.

·

Potential changes in accounting policies by the Financial Accounting Standards Board (FASB), the FERC or the SEC for the energy industry might cause us to revise our financial accounting and/or disclosure in the future, which might change the way analysts measure our business or financial performance.

·

Our revenues are generated under contracts that expire periodically and must be renegotiated and extended or replaced.  Although we actively pursue the renegotiation, extension and/or replacement of these contracts we cannot make assurances that we will be able to extend or replace these contracts when they expire or that the terms of any renegotiated contracts will be as favorable as the existing contracts.

·

Changes in the availability and cost of natural gas and our ability to connect to new gas supplies could impact the competitiveness of our transmission system.  Natural gas is an unregulated commodity market subject to supply and demand and price volatility.  Producers, marketers, and pipelines are subject to operating and financial risks associated with exploring, drilling, producing, gathering, marketing and transporting natural gas. Economics, regulatory limitations, or the lack of available capital could adversely affect the development of additional reserves and production, gathering, storage and pipeline transmission and import and export of natural gas supplies.

·

The continued threat of terrorism and the impact of retaliatory military and other action by the United States and its allies might lead to increased political, economic and financial market instability and volatility in price for natural gas, which could affect the market for our gas transmission operations.  In addition, future acts of terrorism could be directed against companies operating in the United States, including domestic energy facilities.  While we are taking steps that we believe are appropriate to protect our facilities from these threats, there is no assurance that we can completely secure our assets or completely protect them against a terrorist attack.



All of these factors are difficult to predict and many are beyond our control.  Accordingly, while we believe the assumptions underlying these forward-looking statements to be reasonable, there can be no assurance that these statements will approximate actual experience or that the expectations derived from them will be realized.  When used in our documents or oral presentations, the words anticipate, believe, seek, intend, plan, estimate, expect, objective, projection, budget, forecast, goal, or similar words or future or conditional verbs such as will, would, should, could, or may are intended to identify forwarding-looking statements.



Forward-looking statements reflect our current expectations only as of the date they are made.  We assume no duty to update these statements should expectations change or actual results differ from current expectations except as required by applicable laws and regulations.







Item 4.  Disclosure Controls and Procedures



TGT Pipeline and Texas Gas maintain a system of disclosure controls and procedures which is designed to ensure that information required to be disclosed in reports filed or submitted under the federal securities laws, including this report, is recorded, processed, summarized and reported on a timely basis.  These disclosure controls and procedures are designed to ensure that information required to be disclosed under the federal securities laws is accumulated and communicated to the management of TGT Pipeline and Texas Gas on a timely basis to allow assessment of required disclosures.



The principal executive officer and principal financial officer of TGT Pipeline and Texas Gas have conducted an evaluation of the disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, the principal executive officer and principal financial officer have each concluded that the disclosure controls and procedures are adequate for their intended purpose.



There was no change in the internal control over financial reporting of TGT Pipeline or Texas Gas identified in connection with the foregoing evaluation that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of TGT Pipeline or Texas Gas.

PART II  OTHER INFORMATION



Item 6.  Exhibits



The documents listed below are being filed on behalf of TGT Pipeline, LLC and Texas Gas Transmission, LLC and are incorporated herein by reference from the documents indicated and made a part hereof.    Copies of the instruments below have been included herewith.



|Exhibit
Designation |            |                                               |                   |                                                                                                                                         
|------------------- | ---------- | --------------------------------------------- | ----------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|                    | Registrant |                                               | Nature of Exhibit
|                    |            |                                               |                   |                                                                                                                                         
|31.1                |            | TGT Pipeline, LLC
Texas Gas Transmission, LLC |                   | Certification of H. Dean Jones, II, President, pursuant to Rule 13a-14(a) and Rule 15d-14(a)                                            
|                    |            |                                               |                   |                                                                                                                                         
|31.2                |            | TGT Pipeline, LLC
Texas Gas Transmission, LLC |                   | Certification of Jamie L. Buskill, Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)            
|                    |            |                                               |                   |                                                                                                                                         
|32.1                |            | TGT Pipeline, LLC
Texas Gas Transmission, LLC |                   | Certification of H. Dean Jones, II, President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                
|                    |            |                                               |                   |                                                                                                                                         
|32.2                |            | TGT Pipeline, LLC
Texas Gas Transmission, LLC |                   | Certification of Jamie L. Buskill, Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                    |            |                                               |                   |                                                                                                                                         









SIGNATURE





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.





|TGT Pipeline, LLC          
|---------------------------
|Texas Gas Transmission, LLC
|Registrants                





|Dated:  October 29, 2004 | /s/  Jamie L. Buskill | Vice President and     
|------------------------ | --------------------- | -----------------------
|                         | Jamie L. Buskill      | Chief Financial Officer
|                         |                       |                        





































EXHIBIT 31.1



I, H. Dean Jones II, certify that:

1)

I have reviewed this quarterly report on Form 10-Q of TGT Pipeline, LLC and Texas Gas Transmission, LLC;

2)

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4)

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5)

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.





Dated:  October 29, 2004

/s/  H. Dean Jones II



H. Dean Jones II

President



EXHIBIT 31.2



I, Jamie L. Buskill, certify that:

1)

I have reviewed this quarterly report on Form 10-Q of TGT Pipeline, LLC and Texas Gas Transmission, LLC;

2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4)

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5)

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.





Dated:  October 29, 2004

/s/ Jamie L. Buskill



Jamie L. Buskill

Vice President and Chief Financial Officer



EXHIBIT 32.1

CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TGT Pipeline, LLC (TGT Pipeline) and Texas Gas Transmission, LLC (Texas Gas) on Form 10-Q for the periods ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, H. Dean Jones II, President and Principal Executive Officer of Texas Gas and President and Principal Executive Officer of TGT Pipeline, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of TGT Pipeline and Texas Gas.





/s/  H. Dean Jones II



H. Dean Jones II

President (Principal Executive Officer)

TGT Pipeline, LLC

Texas Gas Transmission, LLC

October 29, 2004













EXHIBIT 32.2



CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TGT Pipeline, LLC (TGT Pipeline) and Texas Gas Transmission, LLC (Texas Gas) on Form 10-Q for the periods ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jamie L. Buskill, Vice President and Principal Financial Officer of TGT Pipeline and Vice President and Principal Financial Officer of Texas Gas, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of TGT Pipeline and Texas Gas.





/s/  Jamie L. Buskill



Jamie L. Buskill

Vice President and Chief Financial Officer (Principal Financial Officer)

TGT Pipeline, LLC

Texas Gas Transmission, LLC

October 29, 2004