##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE                       SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    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 1-4874
 Tennessee Gas Pipeline Company
  Delaware
    
    74-1056569(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)El Paso Building1001 Louisiana StreetHouston, Texas
    
    77002(Address of Principal Executive Offices)
    
    (Zip Code)
 Telephone number: (713) 420-2600
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 þ o
 þ
  o o þ
 o þ
 State the aggregate market value of the voting stock held by non-affiliates of the registrant:
None
 Indicate the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date.
  TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTION I(1)(a) AND (b) TO
FORM 10-K AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH
INSTRUCTION.
 Documents Incorporated by Reference: None




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##### 



TENNESSEE GAS PIPELINE COMPANY
 TABLE OF CONTENTS
 Caption
    
    PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    6Item 1B.
    
    Unresolved Staff Comments
    
    
    10Item 2.
    
    Properties
    
    
    10Item 3.
    
    Legal Proceedings
    
    
    10Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    *PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    10Item 6.
    
    Selected Financial Data
    
    
    *Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 8.
    
    Financial Statements and Supplementary Data
    
    
    16Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    37Item 9A.
    
    Controls and Procedures
    
    
    37Item 9B.
    
    Other Information
    
    
    37PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    *Item 11.
    
    Executive Compensation
    
    
    *Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    *Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    *Item 14.
    
    Principal Accountant Fees and Services
    
    
    37PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    38Signatures
    
    
    39Amendment No.1 to Amended Credit AgreementAmendment No.1 to Receivables Purchase AgreementCertification of PEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of PEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  
 *
    
    We have not included a response to this item in this document since no response is required
pursuant to the reduced disclosure format permitted by General Instruction I to Form 10-K.  /d
    
    = per day
    
    
    
    LNG
    
    =
    
    liquefied natural gasBBtu
    
    = billion British thermal units
    
    
    
    MMcf
    
    =
    
    million cubic feetBcf
    
    = billion cubic feet
    
    
    
    NGL
    
    =
    
    natural gas liquid
   2




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PART I
 
 ITEM 1. BUSINESS
 Overview and Strategy
    
    
    Optimizing our contract portfolio;
    
    Managing market segmentation and differentiation;
    
    Focusing on efficiency initiatives;
    
    Expanding both ends of our pipeline system; and
    
    Seeking new business opportunities.
  The TGP System.
  AnticipatedProject
    
    Capacity
    
    Description
    
    Completion Date(MMcf/d)Louisiana Deepwater Link
    
    
    850
    
    
    To construct a 300
foot extension of
our 20-inch Grand
Isle supply
lateral, construct
2,100 feet of
24-inch West Delta
supply lateral,
abandon 3,100 feet
of the 20-inch line
connected to the
Grand Isle
platform, and
install appurtenant
facilities on
Enterprise Products
Partners
Independence Hub
platform located in
Mississippi Canyon
Block 920.
    
    July 2007Triple -T Extension
    
    
    200
    
    
    To construct 6.2
miles of 24-inch
pipeline, to extend
our existing
30-inch Triple-T
Line beginning in
Eugene Island Block
349, to
interconnect with
Enterprise Products
Partners, L.P.s
Anaconda System on
the El 371
platform, as well
as associated
piping and other
appurtenant
facilities.
    
    September 2007Essex Middlesex Project
    
    
    80
    
    
    To construct 7.8
miles of 24-inch
pipeline connecting
our Beverly-Salem
line to the DOMAC
line in Essex and
Middlesex Counties,
Massachusetts.
    
    November 2007Northeast ConneXion -
New England
    
    
    108
    
    
    To construct a
compression station
and modify
compression at six
existing facilities
on our interstate
pipeline system in
Pennsylvania, New
York, and
Massachusetts.
    
    November 2007
 3




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Storage Facility.
 Markets and Competition
       Customer Information
    
    Contract Information
    
    CompetitionApproximately 460
firm and interruptible
customers, none of
which individually
represents more than 10
percent of our revenues
    
    Approximately 470
firm transportation
contracts. Weighted
average remaining
contract term of
approximately four
years.
    
    We face competition
in the northeast,
Appalachian, midwest
and southeast market
areas. We compete
with other
interstate and
intrastate pipelines
for deliveries to
multiple-connection
customers who can
take deliveries at
alternative points.
Natural gas
delivered on our
system competes with
alternative energy
sources such as
electricity,
hydroelectric power,
coal and fuel oil.
In addition, we
compete with
pipelines and
gathering systems
for connection to
new supply sources
in Texas, the Gulf
of Mexico and the
Canadian border.In the offshore
areas of the Gulf of
Mexico, factors such
as the distance of
the supply fields
from the pipeline,
relative basis
pricing of the
pipeline receipt
points, and costs of
intermediate
gathering or
required processing
of the natural gas
to be transported
may influence
determinations of
whether natural gas
is ultimately
attached to our
system.
 4




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Regulatory Environment
  
    
    rates and charges for natural gas transportation, storage and related services;
    
    certification and construction of new facilities;
    
    extension or abandonment of services and facilities;
    
    maintenance of accounts and records;
    
    relationships between pipelines and certain affiliates;
    
    terms and conditions of services;
    
    depreciation and amortization policies;
    
    acquisition and disposition of facilities; and
    
    initiation and discontinuation of services.
   Environmental
  Employees
  5




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ITEM 1A. RISK FACTORS
 CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
   Risks Related to Our Business
 Our success depends on factors beyond our control.
  
    
    service area competition;
    
    expiration or turn back of significant contracts;
    
    changes in regulation and actions of regulatory bodies;
    
    weather conditions that impact throughput and storage levels;
    
    price competition;
    
    drilling activity and availability of natural gas;
    
    continued development of additional sources of gas supply that can be accessed;
    
    decreased natural gas demand due to various factors, including increases in prices and the
increased availability or popularity of alternative energy sources such as coal, fuel oil and
hydroelectric power;
    
    availability and increased cost of capital to fund ongoing maintenance and growth projects;
    
    opposition to energy infrastructure development, especially in environmentally sensitive areas;
    
    adverse general economic conditions; and
    
    unfavorable movements in natural gas prices in supply and demand areas.
 
 6




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The revenues of our pipeline businesses are generated under contracts that must be renegotiated
periodically.
  Fluctuations in energy commodity prices could adversely affect our business.
  
    
    regional, domestic and international supply and demand;
    
    availability and adequacy of transportation facilities;
    
    energy legislation;
    
    federal and state taxes, if any, on the transportation and storage of natural gas and NGL;
    
    abundance of supplies of alternative energy sources; and
    
    political unrest among oil producing countries.
 The agencies that regulate us and our customers affect our profitability.
    7




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Environmental compliance and remediation costs and the costs of environmental liabilities could
exceed our estimates.
  
    
    The uncertainties in estimating pollution control and clean up costs, including sites
where only preliminary site investigation or assessments have been completed;
    
    The discovery of new sites or additional information at existing sites;
    
    The uncertainty in quantifying liability under environmental laws that impose joint and
several liability on all potentially responsible parties; and
    
    The nature of environmental laws and regulations, including the interpretation and
enforcement thereof.
   Our operations are subject to operational hazards and uninsured risks.
   The expansion of our business by constructing new facilities subjects us to construction and other
risks that may adversely affect our financial results.
  
    
    our ability to obtain necessary approvals and permits by regulatory agencies on a timely
basis and on terms that are acceptable to us;
    
    the ability to obtain continued access to sufficient capital to fund expansion projects;
    
    potential changes in federal, state and local statutes and regulations, including
environmental requirements, that prevent a project from proceeding or increase the
anticipated cost of the project;
    
    impediments on our ability to acquire rights-of-way or land rights on a timely basis on
terms that are acceptable to us;
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
    
    our ability to construct projects within anticipated costs, including the risk that we
may incur cost overruns resulting from inflation or increased costs of equipment, materials
or labor, or other factors beyond our control, that may be material;
    
    lack of anticipated future growth in natural gas supply; and
    
    lack of transportation, storage or throughput commitments.
  Our business requires the retention and recruitment of a skilled workforce and the loss of
employees could result in the failure to implement our business plan.
  Risks Related to Our Affiliation with El Paso
  Our relationship with El Paso and its financial condition subjects us to potential risks that are
beyond our control.
   We may be subject to a change in control if an event of default occurs under El Pasos credit
agreement.
  A default under El Pasos $1.75 billion credit agreement by any party could accelerate our future
borrowings, if any, under the credit agreement and our long-term debt, which could adversely affect
our liquidity position.
  9




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We are an indirect wholly owned subsidiary of El Paso.
  
    
    our payment of dividends;
    
    decisions on our financing and capital raising activities;
    
    mergers or other business combinations;
    
    our acquisitions or dispositions of assets; and
    
    our participation in El Pasos cash management program.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
   
 ITEM 6. SELECTED FINANCIAL DATA
  10




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  Percent of TotalType
    
    Description
    
    Revenues in 2006Reservation
    
    Reservation revenues are from customers
(referred to as firm customers) that
reserve capacity on our pipeline system
and storage facility. These firm
customers are obligated to pay a
monthly reservation or demand charge,
regardless of the amount of natural gas
they transport or store, for the term
of their contracts.
    
    
    62Usage and Other
    
    Usage revenues are from both firm
customers and interruptible customers
(those without reserved capacity) who
pay charges and provide fuel
in-kind based on the volume of gas
actually transported, stored, injected
or withdrawn.
    
    
    38
     Percent of TotalBBtu/d
    
    Contracted Capacity2007
    
    
    1,248
    
    
    
    172008
    
    
    1,061
    
    
    
    152009
    
    
    992
    
    
    
    132010 and beyond
    
    
    3,984
    
    
    
    55Total
    
    
    7,285
    
    
    
    100
 11




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Results of Operations
  2006
    
    
    2005(In millions, exceptvolumes)Operating revenues
    
    $
    793
    
    
    $
    757Operating expenses
    
    
    (534
    )
    
    
    (540
    )Operating income
    
    
    259
    
    
    
    217Earnings from unconsolidated affiliates
    
    
    15
    
    
    
    14Other income, net
    
    
    14
    
    
    
    5EBIT
    
    
    288
    
    
    
    236Interest and debt expense
    
    
    (129
    )
    
    
    (131
    )Affiliated interest income, net
    
    
    43
    
    
    
    25Income taxes
    
    
    (75
    )
    
    
    (48
    )Income before cumulative effect of accounting change
    
    
    127
    
    
    
    82Cumulative effect of accounting change, net of income taxes
    
    
    
    
    
    
    (3
    )Net income
    
    $
    127
    
    
    $
    79Throughput volumes (BBtu/d)
    
    
    4,534
    
    
    
    4,443
  EBITRevenue
    
    
    Expense
    
    
    Other
    
    
    ImpactFavorable/(Unfavorable)(In millions)Gas not used in operations and other natural gas sales
    
    $
    28
    
    
    $
    2
    
    
    $
    
    
    
    $
    30Higher services revenues
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14Lower general and administrative expenses
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    20Impacts of Hurricanes Katrina and Rita
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    6Higher pipeline integrity costs
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (7
    )Higher operating costs
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Allowance for funds used during construction
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    9Other(1)
    
    
    (6
    )
    
    
    (7
    )
    
    
    1
    
    
    
    (12
    )Total impact on EBIT
    
    $
    36
    
    
    $
    6
    
    
    $
    10
    
    
    $
    52
 
 (1)
    
    Consists of individually insignificant items.  Gas Not Used in Operations and Other Natural Gas Sales.
 Higher Services Revenues.
 12




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Lower General and Administrative Expenses.
 Impacts of Hurricanes Katrina and Rita.
 Higher Pipeline Integrity Costs.
 Higher Operating Costs.
 Allowance for Funds Used During Construction (AFUDC).
 Expansions.
 AnticipatedCompletionor In Service
    
    Estimated
    
    Estimated AnnualProject
    
    Date
    
    Cost
    
    RevenuesLouisiana Deepwater Link
    
    July  2007
    
    $55 million(2)
    
    (3)Triple -T Extension
    
    September 2007
    
    $33 million(1)
    
    (3)Essex Middlesex Project
    
    November 2007
    
    $47 million
    
    2007  $1 million; Thereafter$8 million annuallyNortheast ConneXion  New England
    
    November 2007
    
    $103 million
    
    2007  $6 million; Thereafter$37 million annually
 
 (1)
    
    Amount shown is net of anticipated receipt of approximately $12 million in
contributions-in-aid-of construction.(2)
    
    Estimate reflects anticipated payment of approximately $15 million in
contributions to a third party.(3)
    
    Revenues for these projects will be based on throughput levels as natural
gas reserves are developed. Sale of Lateral.
 Affiliated Interest Income, Net
  Income Taxes
 Year EndedDecember 31,2006
    
    2005(In millions,except for rates)Income taxes
    
    $
    75
    
    
    $
    48Effective tax rate
    
    
    37
    %
    
    
    37
    %
  13




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Liquidity and Capital Expenditures
 Liquidity Overview
   Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.
   Debt
  Capital Expenditures
  2006
    
    
    2005(In millions)Maintenance
    
    $
    160
    
    
    $
    138Expansion/Other
    
    
    101
    
    
    
    30Hurricanes(1)
    
    
    160
    
    
    
    35Total
    
    $
    421
    
    
    $
    203
 
 (1)
    
    Amounts shown are net of insurance proceeds of $19 million and $28 million
for 2006 and 2005 respectively.  14




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Hurricanes
  Recoverable
    
    
    UnrecoverableCosts
    
    
    Costs(1)
    
    
    Total(In millions)Cumulative costs through December 31, 2006
    
    $
    100
    
    
    $
    130
    
    
    $
    230Estimated remaining
    
    
    55
    
    
    
    70
    
    
    
    125Total costs
    
    $
    155
    
    
    $
    200
    
    
    $
    355Less: Reimbursements to date
    
    
    25Expected future reimbursements
    
    $
    130
 
 (1)
    
    Approximately $155 million of these costs are capital costs.  Commitments and Contingencies
  New Accounting Pronouncements Issued But Not Yet Adopted
 New Accounting
Pronouncements Issued But Not Yet Adopted
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  December 31, 2006
    
    December 31, 2005Expected Fiscal Year of Maturity of Carrying AmountsFair
    
    Carrying
    
    Fair2007
    
    2011
    
    Thereafter
    
    Total
    
    Value
    
    Amount
    
    Value(In millions, except for rates)Liabilities:Long-term debt, including current
maturities  fixed rate
    
    $
    298
    (1)
    
    $
    80
    
    
    $
    1,224
    
    
    $
    1,602
    
    
    $
    1,779
    
    
    $
    1,600
    
    
    $
    1,703Average effective interest rate
    
    
    7.1
    %
    
    
    7.5
    %
    
    
    7.7
    %
 
 (1)
    
    The holders of our $300 million, 7.0% debentures due in March 2027, had the
option to require us to redeem their debentures at par value on March 15, 2007, together with
accrued and unpaid interest. We classified this amount on our balance sheet as current
maturities of long term debt at December 31, 2006 to reflect this option. The holders of these
obligations did not exercise their redemption option, which expired on February 15, 2007, thus, the
debt will mature on its scheduled maturity date. For a further discussion of our debt, see Item 8,
Financial Statements and Supplementary Data, Note 7.  15




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Report of Independent Registered Public Accounting Firm
     Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans  An Amendment of FASB Statements No. 87, 88, 106, and 132(R).
  
 16




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Report of Independent Registered Public Accounting Firm
 
  Accounting for Conditional Asset
Retirement Obligations,
  
 17




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TENNESSEE GAS PIPELINE COMPANY
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In millions)
 Year Ended December 31,2006
    
    
    2005
    
    
    2004Operating revenues
    
    $
    793
    
    
    $
    757
    
    
    $
    751Operating expensesOperation and maintenance
    
    
    315
    
    
    
    328
    
    
    
    279Depreciation, depletion and amortization
    
    
    164
    
    
    
    161
    
    
    
    161Taxes, other than income taxes
    
    
    55
    
    
    
    51
    
    
    
    51534
    
    
    
    540
    
    
    
    491Operating income
    
    
    259
    
    
    
    217
    
    
    
    260Earnings from unconsolidated affiliates
    
    
    15
    
    
    
    14
    
    
    
    13Other income, net
    
    
    14
    
    
    
    5
    
    
    
    3Interest and debt expense
    
    
    (129
    )
    
    
    (131
    )
    
    
    (130
    )Affiliated interest income, net
    
    
    43
    
    
    
    25
    
    
    
    12Income before income taxes
    
    
    202
    
    
    
    130
    
    
    
    158Income taxes
    
    
    75
    
    
    
    48
    
    
    
    64Income before cumulative effect of accounting change
    
    
    127
    
    
    
    82
    
    
    
    94Cumulative effect of accounting change, net of income taxes
    
    
    
    
    
    
    (3
    )
    
    
    Net income
    
    $
    127
    
    
    $
    79
    
    
    $
    94
  18




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TENNESSEE GAS PIPELINE COMPANY
 
 CONSOLIDATED BALANCE SHEETS
 (In millions, except share amounts)
 December 31,2006
    
    
    2005ASSETSCurrent assetsCash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivableCustomer, net of allowance of $1 in 2005
    
    
    21
    
    
    
    123Affiliates
    
    
    70
    
    
    
    25Other
    
    
    43
    
    
    
    25Materials and supplies
    
    
    28
    
    
    
    22Assets held for sale
    
    
    28
    
    
    
    Deferred income taxes
    
    
    117
    
    
    
    9Other
    
    
    7
    
    
    
    8Total current assets
    
    
    314
    
    
    
    212Property, plant and equipment, at cost
    
    
    3,707
    
    
    
    3,345Less accumulated depreciation, depletion and amortization
    
    
    606
    
    
    
    5433,101
    
    
    
    2,802Additional acquisition cost assigned to utility plant, net
    
    
    2,079
    
    
    
    2,119Total property, plant and equipment, net
    
    
    5,180
    
    
    
    4,921Other assetsNotes receivable from affiliates
    
    
    1,073
    
    
    
    1,098Investment in unconsolidated affiliate
    
    
    98
    
    
    
    101Other
    
    
    37
    
    
    
    321,208
    
    
    
    1,231Total assets
    
    $
    6,702
    
    
    $
    6,364LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payableTrade
    
    $
    90
    
    
    $
    85Affiliates
    
    
    26
    
    
    
    18Other
    
    
    44
    
    
    
    38Current maturities of long-term debt
    
    
    300
    
    
    
    Taxes payable
    
    
    78
    
    
    
    37Asset retirement obligations
    
    
    33
    
    
    
    Accrued interest
    
    
    24
    
    
    
    24Contractual deposits
    
    
    28
    
    
    
    21Other
    
    
    12
    
    
    
    21Total current liabilities
    
    
    635
    
    
    
    244Long-term debt
    
    
    1,302
    
    
    
    1,600Other liabilitiesDeferred income taxes
    
    
    1,407
    
    
    
    1,271Regulatory liabilities
    
    
    160
    
    
    
    170Other
    
    
    41
    
    
    
    521,608
    
    
    
    1,493Commitments and contingenciesStockholders equityCommon stock, par value $5 per share; 300 shares authorized; 208 shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    2,207
    
    
    
    2,207Retained earnings
    
    
    947
    
    
    
    820Accumulated other comprehensive income
    
    
    3
    
    
    
    Total stockholders equity
    
    
    3,157
    
    
    
    3,027Total liabilities and stockholders equity
    
    $
    6,702
    
    
    $
    6,364
  19




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TENNESSEE GAS PIPELINE COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In millions)
 Year Ended December 31,2006
    
    
    2005
    
    
    2004Cash flows from operating activitiesNet income
    
    $
    127
    
    
    $
    79
    
    
    $
    94Adjustments to reconcile net income to net cash from operating activities
Depreciation, depletion and amortization
    
    
    164
    
    
    
    161
    
    
    
    161Cumulative effect of accounting change
    
    
    
    
    
    
    3
    
    
    
    Deferred income taxes
    
    
    26
    
    
    
    60
    
    
    
    15Earnings from unconsolidated affiliates, adjusted for cash distributions
    
    
    2
    
    
    
    50
    
    
    
    (13
    )Other non-cash income items
    
    
    (6
    )
    
    
    (1
    )
    
    
    Asset and liability changesAccounts receivable
    
    
    32
    
    
    
    (42
    )
    
    
    (16
    )Accounts payable
    
    
    27
    
    
    
    15
    
    
    
    49Taxes payable
    
    
    37
    
    
    
    (30
    )
    
    
    (31
    )Other, net
    
    
    (20
    )
    
    
    74
    
    
    
    2Net cash provided by operating activities
    
    
    389
    
    
    
    369
    
    
    
    261Cash flows from investing activitiesAdditions to property, plant and equipment
    
    
    (421
    )
    
    
    (203
    )
    
    
    (164
    )Net change in notes receivable affiliates
    
    
    25
    
    
    
    (168
    )
    
    
    (89
    )Other
    
    
    7
    
    
    
    2
    
    
    
    (8
    )Net cash used in investing activities
    
    
    (389
    )
    
    
    (369
    )
    
    
    (261
    )Net change in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalentsBeginning of period
    
    
    
    
    
    
    
    
    
    
    End of period
    
    $
    
    
    
    $
    
    
    
    $
    
  20




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TENNESSEE GAS PIPELINE COMPANY
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In millions, except share amounts)
 AccumulatedAdditional
    
    
    
    
    
    
    other
    
    
    TotalCommon stock
    
    
    paid-in
    
    
    Retained
    
    
    comprehensive
    
    
    stockholdersShares
    
    
    Amount
    
    
    capital
    
    
    earnings
    
    
    income
    
    
    equityJanuary 1, 2004
    
    
    208
    
    
    $
    
    
    
    $
    2,205
    
    
    $
    647
    
    
    $
    
    
    
    $
    2,852Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    94Allocated tax benefit of El Paso equity plans
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1December 31, 2004
    
    
    208
    
    
    
    
    
    
    
    2,206
    
    
    
    741
    
    
    
    
    
    
    
    2,947Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    
    
    
    
    79Allocated tax benefit of El Paso equity plans
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1December 31, 2005
    
    
    208
    
    
    
    
    
    
    
    2,207
    
    
    
    820
    
    
    
    
    
    
    
    3,027Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    
    
    
    
    127Adoption of SFAS No. 158, net of income taxes of $2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    3December 31, 2006
    
    
    208
    
    
    $
    
    
    
    $
    2,207
    
    
    $
    947
    
    
    $
    3
    
    
    $
    3,157
  21




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##### Table of Contents



TENNESSEE GAS PIPELINE COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Summary of Significant Accounting Policies
 Basis of Presentation and Principles of Consolidation
   Use of Estimates
  Regulated Operations
 Accounting for the
Effects of Certain Types of Regulation
 Cash and Cash Equivalents
  Allowance for Doubtful Accounts
  Materials and Supplies
  Natural Gas Imbalances
  22




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Property, Plant and Equipment
       Asset and Investment Impairments
   23




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##### Table of Contents



Revenue Recognition
  Environmental Costs and Other Contingencies
 Environmental Costs.
  Other Contingencies
 Income Taxes
   24




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##### Table of Contents



Accounting for Asset Retirement Obligations
 Accounting
for Asset Retirement Obligations , Accounting for Conditional Asset Retirement Obligations.
 Pension and Other Postretirement Benefits
 Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans  An Amendment of FASB Statements No. 87,
88, 106, and 132(R).
 Evaluation of Prior Period Misstatements in Current Financial Statements
 .
Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year
Financial Statements.
 New Accounting Pronouncements Issued But Not Yet Adopted
  Accounting for Uncertainty in Income Taxes. Accounting for Uncertainty in Income Taxes. Accounting for
Income Taxes,
 Fair Value Measurements. Fair Value Measurements
 Measurement Date of Postretirement Benefits
 25




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##### Table of Contents



2. Divestitures
 Accounting for the Impairment or Disposal of Long-Lived Assets
 3. Income Taxes
 Components of Income Taxes.
 2006
    
    
    2005
    
    
    2004(In millions)CurrentFederal
    
    $
    50
    
    
    $
    (13
    )
    
    $
    52State
    
    
    (1
    )
    
    
    1
    
    
    
    (3
    )49
    
    
    
    (12
    )
    
    
    49DeferredFederal
    
    
    18
    
    
    
    58
    
    
    
    1State
    
    
    8
    
    
    
    2
    
    
    
    1426
    
    
    
    60
    
    
    
    15Total income taxes
    
    $
    75
    
    
    $
    48
    
    
    $
    64
 Effective Tax Rate Reconciliation.
 2006
    
    
    2005
    
    
    2004(In millions)Income taxes at the statutory federal rate of 35%
    
    $
    71
    
    
    $
    46
    
    
    $
    55State income taxes, net of federal income tax effect
    
    
    4
    
    
    
    2
    
    
    
    6Change in the estimated realizability of deferred tax assets for state net operating loss
carryovers
    
    
    
    
    
    
    
    
    
    
    2Other
    
    
    
    
    
    
    
    
    
    
    1Income taxes
    
    $
    75
    
    
    $
    48
    
    
    $
    64Effective tax rate
    
    
    37
    %
    
    
    37
    %
    
    
    41
    %
 Deferred Tax Assets and Liabilities.
 2006
    
    
    2005(In millions)Deferred tax liabilitiesProperty, plant and equipment
    
    $
    1,506
    
    
    $
    1,444Other
    
    
    88
    
    
    
    94Total deferred tax liability
    
    
    1,594
    
    
    
    1,538Deferred tax assetsNet operating loss and credit carryoversU.S. federal
    
    
    110
    
    
    
    95State
    
    
    52
    
    
    
    56Other liabilities
    
    
    142
    
    
    
    125Total deferred tax asset
    
    
    304
    
    
    
    276Net deferred tax liability
    
    $
    1,290
    
    
    $
    1,262
 26




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##### Table of Contents



Net Operating Loss (NOL) Carryovers.
 2007
    
    2008-2011
    
    2012-2016
    
    2017-2026
    
    Total(In millions)U.S. federal NOL
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    315
    
    
    $
    315State NOL
    
    
    9
    
    
    
    69
    
    
    
    225
    
    
    
    406
    
    
    
    709
  4. Financial Instruments
  2006
    

2005Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    Value(In millions)Balance sheet financial instruments:Long-term debt including current maturities(1)
    
    $
    1,602
    
    
    $
    1,779
    
    
    $
    1,600
    
    
    $
    1,703
 
 (1)
    
    We estimated the fair value of our debt with fixed interest rates based on
quoted market prices for the same or similar issues.
  5. Regulatory Assets and Liabilities
  Description
    
    2006
    
    
    2005(In millions)Current regulatory assets
    
    $
    
    
    
    $
    2Non-current regulatory assetsGrossed-up deferred taxes on capitalized funds used during construction
    
    
    20
    
    
    
    16Postretirement benefits
    
    
    9
    
    
    
    11Unamortized net loss on reacquired debt
    
    
    2
    
    
    
    2Other
    
    
    2
    
    
    
    1Total regulatory assets(1)
    
    $
    33
    
    
    $
    32Non-current regulatory liabilitiesEnvironmental liability
    
    $
    130
    
    
    $
    110Cost of removal of offshore assets
    
    
    
    
    
    
    33Postretirement benefits
    
    
    19
    
    
    
    16Plant regulatory liability
    
    
    11
    
    
    
    11Total regulatory liabilities
    
    $
    160
    
    
    $
    170
 
 (1)
    
    Amounts are included as other current and non-current assets in our balance
sheet. 27




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6. Property, Plant and Equipment
 Additional Acquisition Costs
 Asset Retirement Obligations
   2006
    
    
    2005(in millions)Net asset retirement liability at January 1
    
    $
    43
    
    
    $
    32Liabilities settled
    
    
    (26
    )
    
    
    (1
    )Liabilities incurred
    
    
    
    
    
    
    2Change in estimate
    
    
    29
    
    
    
    Accretion expense
    
    
    1
    
    
    
    Adoption of FIN No. 47(1)
    
    
    
    
    
    
    10Net asset retirement liability at December 31(2)
    
    $
    47
    
    
    $
    43
 
 (1)
    
    We recorded a charge in 2005 of $5 million net of income taxes of $2 million
as a cumulative effect of accounting change upon our adoption of FIN No. 47. If we had
adopted the provisions of FIN No. 47 as of January 1, 2004, our asset retirement liability
would have been higher by approximately $9 million as of January 1, 2005, and our net income
for the years ended December 31, 2005 and 2004 would not have been materially affected.(2)
    
    As of December 31, 2006, approximately $33 million of this amount is reflected in current liabilities

which relates primarily to costs associated with obligations related to Hurricane Katrina and Rita. As of December 31, 2005, $33 million of this
amount is included in our non-current regulatory liabilities.  7. Debt and Other Credit Facilities
 Debt
  2006
    
    
    2005(In millions)6.0% Debentures due December 2011
    
    $
    86
    
    
    $
    867.5% Debentures due April 2017
    
    
    300
    
    
    
    3007.0% Debentures due March 2027
    
    
    300
    
    
    
    3007.0% Debentures due October 2028
    
    
    400
    
    
    
    4008.375% Notes due June 2032
    
    
    240
    
    
    
    2407.625% Debentures due April 2037
    
    
    300
    
    
    
    300Less:
    
    
    1,626
    
    
    
    1,626Current maturities
    
    
    300
    
    
    
    Unamortized discount
    
    
    24
    
    
    
    26Long-term debt, less current maturities
    
    $
    1,302
    
    
    $
    1,600
  28




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##### Table of Contents



Credit Facilities
   8. Commitments and Contingencies
 Legal Proceedings
 Gas Measurement Cases. re: Natural Gas Royalties
Qui Tam Litigation,
 Will Price, et
al. v. Gas Pipelines and Their Predecessors, et al.,
 Hurricane Litigation. George Barasich,
et al. v. Columbia Gulf Transmission Company, et al., and Charles Villa Jr., et al. v. Columbia
Gulf Transmission Company, et al Henry and Hattie Bands et al. v. Columbia
Gulf Transmission Company et al
   29




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Environmental Matters
   Balance at January 1, 2006
    
    $
    32Reduction in the estimated costs to complete
    
    
    (12
    )Payments for remediation activities
    
    
    (5
    )Balance at December 31, 2006
    
    $
    15
  PCB Cost Recoveries.
 Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) Matters.
  30




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##### Table of Contents



Capital Commitments and Purchase Obligations
  Operating Leases
  Year EndingDecember 31,
    
    ( In millions)2007
    
    $
    12008
    
    
    12009
    
    
    12010
    
    
    1Thereafter
    
    
    3Total
    
    $
    7
  Other Commercial Commitments
  9. Retirement Benefits
 Pension and Retirement Benefits.
 Postretirement Benefits
  31




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##### Table of Contents



Change in Accumulated Postretirement Benefit Obligation, Plan Assets and Funded Status.
 2006
    
    
    2005(In millions)Change in accumulated postretirement benefit obligation:Accumulated postretirement benefit obligation at beginning of period
    
    $
    24
    
    
    $
    25Interest cost
    
    
    1
    
    
    
    2Participant contributions
    
    
    1
    
    
    
    1Actuarial loss
    
    
    (2
    )
    
    
    Benefits paid
    
    
    (2
    )
    
    
    (4
    )Accumulated postretirement benefit obligation at end of period
    
    $
    22
    
    
    $
    24Change in plan assets:Fair value of plan assets at beginning of period
    
    $
    19
    
    
    $
    16Actual return on plan assets
    
    
    
    
    
    
    1Employer contributions
    
    
    5
    
    
    
    5Participant contributions
    
    
    1
    
    
    
    1Benefits paid
    
    
    (2
    )
    
    
    (4
    )Fair value of plan assets at end of period
    
    $
    23
    
    
    $
    19Reconciliation of funded status:Fair value of plan assets at September 30
    
    $
    23
    
    
    $
    19Less: Accumulated postretirement benefit obligation, end of period
    
    
    22
    
    
    
    24Funded status at September 30
    
    
    1
    
    
    
    (5
    )Fourth quarter contributions and income
    
    
    1
    
    
    
    1Unrecognized actuarial gains(1)
    
    
    
    
    
    
    (3
    )Net asset (liability) at December 31
    
    $
    2
    
    
    $
    (7
    )
 
 (1)
    
    Amounts were reclassified to accumulated other comprehensive income upon the
adoption of SFAS No. 158 in 2006. Expected Payment of Future Benefits.
 Year EndingDecember 31,2007
    
    $
    22008
    
    
    22009
    
    
    22010
    
    
    22011
    
    
    22012-2016
    
    
    10Total
    
    $
    20
 Components of Net Benefit Cost.
 2006
    
    
    2005
    
    
    2004(In millions)Interest cost
    
    $
    1
    
    
    $
    2
    
    
    $
    2Expected return on plan assets
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )Net postretirement benefit cost
    
    $
    
    
    
    $
    1
    
    
    $
    1
 Actuarial Assumptions and Sensitivity Analysis.
 2006
    
    2005
    
    2004(Percent)Assumptions related to benefit obligations at September 30:Discount rate
    
    
    5.50
    
    
    
    5.25Assumptions related to benefit costs at December 31:Discount rate
    
    
    5.25
    
    
    
    5.75
    
    
    
    6.00Expected return on plan assets(1)
    
    
    8.00
    
    
    
    7.50
    
    
    
    7.50
 
 (1)
    
    The expected return on plan assets is a pre-tax rate (before a tax rate of
35 percent on postretirement benefits) that is primarily based on an expected risk-free investment
return, adjusted for historical risk premiums and specific risk adjustments associated with our
debt and equity securities. These expected returns were then weighted based on the target asset
allocations of our investment portfolio. 32




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##### Table of Contents



Plan Assets
 Actual
    
    ActualAsset Category
    
    2006
    
    2005(Percent)Equity securities
    
    
    61
    
    
    
    56Debt securities
    
    
    32
    
    
    
    29Other
    
    
    7
    
    
    
    15Total
    
    
    100
    
    
    
    100
   10. Supplemental Cash Flow Information
  2006
    
    2005
    
    2004(In millions)Interest paid, net of capitalized interest
    
    $
    119
    
    
    $
    121
    
    
    $
    123Income tax payments (refunds)
    
    
    13
    
    
    
    (21
    )
    
    
    72
 11. Investment in Unconsolidated Affiliate and Transactions with Affiliates
 Investment in Unconsolidated Affiliate
 Bear Creek Storage Company (Bear Creek).
  2006
    
    2005
    
    2004(In millions)Operating results data:Operating revenues
    
    $
    20
    
    
    $
    18
    
    
    $
    18Operating expenses
    
    
    7
    
    
    
    7
    
    
    
    7Income from continuing operations and net income
    
    
    15
    
    
    
    14
    
    
    
    13
 2006
    
    2005(In millions)Financial position data:Current assets
    
    $
    38
    
    
    $
    40Non-current assets
    
    
    60
    
    
    
    63Current liabilities
    
    
    
    
    
    
    Non-current liabilities
    
    
    
    
    
    
    2Equity in net assets
    
    
    98
    
    
    
    101
 33




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##### Table of Contents



Transactions with Affiliates
 Cash Management Program.
 Notes Receivable
 Accounts Receivable Sales Program. .
 Taxes.
 Other Affiliate Balances.
 2006
    
    2005(In millions)Accounts receivable  other
    
    $
    
    
    
    $
    11Contractual deposits
    
    
    8
    
    
    
    7Other non-current liabilities
    
    
    1
    
    
    
    1
 Affiliate Revenues and Expenses.
    2006
    
    2005
    
    2004(In millions)Revenues from affiliates
    
    $
    22
    
    
    $
    25
    
    
    $
    21Operation and maintenance expense from affiliates
    
    
    56
    
    
    
    70
    
    
    
    67Reimbursement of operating expenses charged to affiliates
    
    
    79
    
    
    
    79
    
    
    
    69
 34




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##### Table of Contents



12. Supplemental Selected Quarterly Financial Information (Unaudited)
  Quarters EndedMarch 31
    
    June 30
    
    September 30
    
    December 31
    
    Total(In millions)2006Operating revenues
    
    $
    230
    
    
    $
    194
    
    
    $
    182
    
    
    $
    187
    
    
    $
    793Operating income
    
    
    101
    
    
    
    62
    
    
    
    40
    
    
    
    56
    
    
    
    259Net income
    
    
    52
    
    
    
    29
    
    
    
    17
    
    
    
    29
    
    
    
    1272005Operating revenues
    
    $
    205
    
    
    $
    182
    
    
    $
    178
    
    
    $
    192
    
    
    $
    757Operating income
    
    
    77
    
    
    
    45
    
    
    
    49
    
    
    
    46
    
    
    
    217Income before cumulative effect of accounting change
    
    
    32
    
    
    
    13
    
    
    
    17
    
    
    
    20
    
    
    
    82Cumulative effect of accounting change, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (3
    )Net income
    
    
    32
    
    
    
    13
    
    
    
    17
    
    
    
    17
    
    
    
    79
 35




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SCHEDULE II
 TENNESSEE GAS PIPELINE COMPANY
VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 2006, 2005 and 2004
(In millions)
 Balance at
    
    Charged to
    
    
    
    
    
    Charged to
    
    BalanceBeginning
    
    Costs and
    
    
    
    
    
    Other
    
    at EndDescription
    
    of Period
    
    Expenses
    
    Deductions
    
    Accounts
    
    of Period2006Allowance for doubtful accounts
    
    $
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    Environmental reserves
    
    
    32
    
    
    
    (12

)(1)
    
    
    (5

)(2)
    
    
    
    
    
    
    152005Allowance for doubtful accounts
    
    $
    3
    
    
    $
    (1
    )
    
    $
    (1
    )
    
    $
    
    
    
    $
    1Environmental reserves
    
    
    42
    
    
    
    (5

)(1)
    
    
    (5

)(2)
    
    
    
    
    
    
    322004Allowance for doubtful accounts
    
    $
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    3Legal reserves
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    1
    
    
    
    Environmental reserves
    
    
    46
    
    
    
    
    
    
    
    (4

)(2)
    
    
    
    
    
    
    42Regulatory reserves
    
    
    1
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
 
 (1)
    
    Represents a reduction in the estimated costs to complete our internal
remediation projects.(2)
    
    Primarily payments made for environmental remediation activities. 36




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  
 PART III
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  All Other Fees
  Policy for Approval of Audit and Non-Audit Fees
  37




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) The following documents are filed as a part of this report:
   PageReports of Independent Registered Public Accounting Firms
    
    
    16Consolidated Statements of Income
    
    
    18Consolidated Balance Sheets
    
    
    19Consolidated Statements of Cash Flows
    
    
    20Consolidated Statements of Stockholders Equity
    
    
    21Notes to Consolidated Financial Statements
    
    
    222. Financial statement schedulesSchedule II  Valuation and Qualifying Accounts
    Undertaking
  38




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SIGNATURES
 th
 TENNESSEE GAS PIPELINE COMPANYBy:
    
    /s/ JAMES C. YARDLEYJames C. YardleyChairman of the Board and President
  Signature
    
    Title
    
    Date/s/ JAMES C. YARDLEY

James C. Yardley
    
    Chairman of the Board, President and Director
(Principal Executive Officer)
    
    February 28, 2007/s/ JOHN R. SULT

John R. Sult
    
    Senior Vice President,
Chief Financial Officer and Controller
(Principal Accounting and Financial Officer)
    
    February 28, 2007/s/ DANIEL B. MARTIN

Daniel B. Martin
    
    Senior Vice President and Director
    
    February 28, 2007
 39




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##### Table of Contents



TENNESSEE GAS PIPELINE COMPANY
 
 EXHIBIT INDEX
 December 31, 2006
  ExhibitNumber
    
    Description3.A
    
    Restated Certificate of Incorporation dated May 11, 1999 (Exhibit 3.A to our 2004 Form 10-K).3.B
    
    By-laws dated as of June 24, 2002 (Exhibit 3.B to our 2002 Form 10-K).4.A
    
    Indenture dated as of March 4, 1997, between Tennessee Gas Pipeline Company and Wilmington Trust
Company (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee
(Exhibit 4.A to our 2005 Form 10-K).4.A.1
    
    First Supplemental Indenture dated as of March 13, 1997, between Tennessee Gas Pipeline Company and
the Trustee (Exhibit 4.A.1 to our 2005 Form 10-K).4.A.2
    
    Second Supplemental Indenture dated as of March 13, 1997, between Tennessee Gas Pipeline Company and
the Trustee (Exhibit 4.A.2 to our 2005 Form 10-K).4.A.3
    
    Third Supplemental Indenture dated as of March 13, 1997, between Tennessee Gas Pipeline Company and
the Trustee (Exhibit 4.A.3 to our 2005 Form 10-K).4.A.4
    
    Fourth Supplemental Indenture dated as of October 9, 1998, between Tennessee Gas Pipeline Company and
the Trustee (Exhibit 4.A.4 to our 2005 Form 10-K).4.A.5
    
    Fifth Supplemental Indenture dated June 10, 2002, between Tennessee Gas Pipeline Company and the
Trustee (Exhibit 4.1 to our Form 8-K filed June 10, 2002).10.A
    
    Amended and Restated Credit Agreement dated as of July 31, 2006, among El Paso Corporation, Colorado
Interstate Gas Company, El Paso Natural Gas Company, Tennessee Gas Pipeline Company, the several banks
and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent and as collateral agent. (Exhibit 10.A to our Form 8-K filed August 2, 2006).*10.A.1
    
    Amendment No. 1 dated as of January 19, 2007 to the Amended and Restated Credit Agreement dated as of
July 31, 2006 among El Paso Corporation, Colorado Interstate Gas Company, El Paso Natural Gas Company,
Tennessee Gas Pipeline Company, the several banks and other financial institutions from time to time
parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.10.B
    
    Amended and Restated Security Agreement dated as of July 31, 2006, among El Paso Corporation, Colorado
Interstate Gas Company, El Paso Natural Gas Company, Tennessee Gas Pipeline Company, the Subsidiary
Guarantors and certain other credit parties thereto and JPMorgan Chase Bank, N.A., not in its
individual capacity, but solely as collateral agent for the Secured Parties and as the depository
bank. (Exhibit 10.B to our Form 8-K filed August 2, 2006).10.C
    
    First Tier Receivables Sale Agreement dated August 31, 2006, between Tennessee Gas Pipeline Company
and TGP Finance Company, L.L.C. (Exhibit 10.A to our Current Report on Form 8-K, filed with the SEC on
September 8, 2006).10.D
    
    Second Tier Receivables Sale Agreement dated August 31, 2006, between TGP Finance Company, L.L.C. and
TGP Funding Company, L.L.C. (Exhibit 10.B to our Form 8-K filed September 8, 2006).10.E
    
    Receivables Purchase Agreement dated August 31, 2006, among TGP Funding Company, L.L.C., as Seller,
Tennessee Gas Pipeline Company, as Servicer, Starbird Funding Corporation, as the initial Conduit
Investor and Committed Investor, the other investors from time to time parties thereto, BNP Paribas,
New York Branch, as the initial Managing Agent, the other Managing Agents from time to time parties
thereto, and BNP Paribas, New York Branch, as Program Agent (Exhibit 10.C to our Form 8-K filed
September 8, 2006).*10.E.1
    
    Amendment No 1., dated as of December 1, 2006, to the Receivables Purchase Agreement dated as of
August 31, 2006,among TGP Funding Company, L.L.C., Tennessee Gas Pipeline Company, as initial
Servicer, Starbird Funding Corporation and the other funding entities from time to time party hereto
as Investors, BNP Paribas, New York Branch, and the other financial institutions from time to time
party thereto as Managing Agents, and BNP Paribas, New York Branch, as Program Agent.21
    
    Omitted pursuant to the reduced disclosure format permitted by General Instruction I to Form 10-K.*31.A
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



ExhibitNumber
    
    Description*31.B
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.A
    
    Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.B
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 41