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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, 2007
 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 1-2700
 El Paso Natural Gas Company
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    74-0608280
(I.R.S. Employer
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
 o þ
 þ o
 þ
  Large Accelerated
filer o
    
    Accelerated filer o
    
    Non-accelerated
filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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.
  EL PASO NATURAL GAS 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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##### 



EL PASO NATURAL GAS COMPANY
 TABLE OF CONTENTS
 Caption
    
    PagePART IItem 1.
    
    Business
    
    1Item 1A.
    
    Risk Factors
    
    5Item 1B.
    
    Unresolved Staff Comments
    
    11Item 2.
    
    Properties
    
    11Item 3.
    
    Legal Proceedings
    
    11Item 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
    
    12Item 6.
    
    Selected Financial Data
    
    *Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    13Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    18Item 8.
    
    Financial Statements and Supplementary Data
    
    19Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    43Item 9A.
    
    Controls and Procedures
    
    43Item 9A(T).
    
    Controls and Procedures
    
    43Item 9B.
    
    Other Information
    
    43PART 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
    
    44PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    45Signatures
    
    46
 
 *
    
    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.By-LawsCertification of Principal Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Principal Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906  /d
=
per dayBBtu
=
billion British thermal unitsBcf
=
billion cubic feetLNG
=
liquefied natural gasMMcf
=
million cubic feet
    i




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PART I
 
 ITEM 1. BUSINESS
 Overview and Strategy
    
    
    Developing new growth projects in our market and supply areas;
    
    Successfully recontracting expiring transportation capacity;
    
    Focusing on efficiency and synergies across our system;
    
    Ensuring the safety of our pipeline systems and assets; and
    
    Providing outstanding customer service.
 The EPNG System.
 The Mojave Pipeline Company (Mojave) System.
 Storage Facility.
 Markets and Competition
  1




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2




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PipelineSystem
    
    Customer Information
    
    Contract Information
    
    CompetitionEPNG
    
    Approximately 140
firm and
interruptible
customers.
    
    Approximately 190 firm
transportation contracts.
Weighted average remaining
contract term of
approximately four years.
    
    EPNG faces competition in the west
and southwest from other existing
and proposed pipelines, from
California storage facilities, and
from alternative energy sources
that are used to generate
electricity such as hydroelectric
power, nuclear energy, wind, solar,
coal and fuel oil. In addition,
construction of facilities to bring
LNG into California and northern
Mexico are underway.Major Customers:Southern California Gas 
   Company (SoCal)(187 BBtu/d)
    
    Expires in 2009.(246 BBtu/d)
    
    Expires in 2010.(323 BBtu/d)
    
    Expires in 2011.Southwest Gas
   Corporation(11 BBtu/d)
    
    Expires in 2008.(603 BBtu/d)
    
    Expire in 20112015.Mojave
    
    Approximately 20
firm and
interruptible
customers
    
    Approximately five firm
transportation contracts.
Weighted average remaining
contract term of
approximately eight years.
    
    Mojave faces competition from other
existing and proposed pipelines and
alternative energy sources that are
used to generate electricity such
as hydroelectric power, nuclear
energy, wind, solar, coal and fuel
oil. In addition, construction of
facilities to bring LNG into
California and northern Mexico are
underway.Major Customer:EPNG(312 BBtu/d)
    
    Expires in 2015.
 Regulatory Environment
  
    
    rates and charges for natural gas transportation and storage;
    
    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 service;
    
    depreciation and amortization policies;
    
    acquisition and disposition of facilities; and
 3




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
    
    initiation and discontinuation of services.
  Environmental
  Employees
  4




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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 action of regulatory bodies;
    

    weather conditions that impact throughput and storage levels;
    

    price competition;
    

    drilling activity and decreased availability of conventional gas supply sources and the
availability and timing of other natural gas supply sources, such as LNG;
    

    decreased natural gas demand due to various factors, including increases in prices and
the availability or increased demand of alternative energy sources such as hydroelectric
power, nuclear energy, wind, solar, coal and fuel oil;
    

    continued development of additional sources of gas supply that can be accessed;
    

    availability and cost of capital to fund ongoing maintenance and growth projects;
    

    opposition to energy infrastructure development, especially in environmentally sensitive areas;
    

    adverse general economic conditions including prolonged recessionary periods that might
negatively impact natural gas demand and the capital markets;
 5




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
    
    expiration or renewal of existing interests in real property including real property on
Native American lands; and
    

    unfavorable movements in natural gas prices in certain supply and demand areas.
 Our revenues are generated under contracts that must be renegotiated periodically, some of which
are for a substantial portion of our firm transportation capacity.
  
    
    competition by other pipelines, including the change in rates or upstream supply of
existing pipeline competitors, as well as the proposed construction by other companies of
additional pipeline capacity or LNG terminals in markets served by our interstate
pipelines;
    
    changes in state regulation of local distribution companies, which may cause them to
negotiate short-term contracts or turn back their capacity when their contracts expire;
    
    reduced demand and market conditions in the areas we serve;
    
    the availability of alternative energy sources or natural gas supply points; and
    
    regulatory actions.
  Fluctuations in energy commodity prices could adversely affect our business.
  6




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
    
    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;
    
    abundance of supplies of alternative energy sources; and
    
    political unrest among countries producing oil and LNG.
 The agencies that regulate us and our customers could affect our profitability.
   7




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Environmental compliance and remediation costs and the costs of environmental liabilities could
exceed our estimates.
   
    
    estimating pollution control and clean up costs, including sites where preliminary site
investigation or assessments have been completed;
    
    discovering new sites or additional information at existing sites;
    
    quantifying liability under environmental laws that impose joint and several liability
on all potentially responsible parties;
    
    evaluating and understanding environmental laws and regulations, including their
interpretation and enforcement; and.
    
    changing environmental laws and regulations that may increase our costs.
    8




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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 the FERC and other 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;
    
    the availability of skilled labor, equipment, and materials to complete expansion
projects;
    
    potential changes in federal, state and local statutes, regulations and orders,
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 or
on terms that are acceptable to us;
    
    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, labor, lack of contractor productivity, or other factors beyond our control, that we may
not be able to recover from our customers which may be material;
    
    the lack of future growth in natural gas supply; and
    
    the lack of transportation, storage or throughput commitments.
  9




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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.
  Adverse changes in general domestic economic conditions could adversely affect our operating
results, financial condition, or liquidity.
  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 of control if an event of default occurs under El Pasos credit
agreement.
  10




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A default under El Pasos $1.5 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.
   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
  11




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
   
 ITEM 6. SELECTED FINANCIAL DATA
  12




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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 2007Reservation
    
    Reservation revenues are from customers (referred to as firm
customers) that reserve capacity on our pipeline systems 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.
    
    
    86Usage and Other
    
    Usage revenues are from both firm customers and interruptible
customers (those without reserved capacity) that pay usage
charges based on the volume of gas actually transported,
stored, injected or withdrawn. We also earn revenue from other
miscellaneous sources.
    
    
    14
   13




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Percent of Total
    
    
    
    
    
    
    Percent of TotalBBtu/d (1)
    
    
    Contracted Capacity
    
    
    Reservation Revenue
    
    
    Reservation Revenue(In millions)2008
    
    
    1,112
    
    
    
    19
    
    
    $
    18
    
    
    
    42009
    
    
    1,142
    
    
    
    19
    
    
    
    93
    
    
    
    202010
    
    
    562
    
    
    
    10
    
    
    
    58
    
    
    
    132011
    
    
    1,301
    
    
    
    22
    
    
    
    67
    
    
    
    152012
    
    
    637
    
    
    
    11
    
    
    
    84
    
    
    
    182013 and beyond
    
    
    1,085
    
    
    
    19
    
    
    
    139
    
    
    
    30Total
    
    
    5,839
    
    
    
    100
    
    
    $
    459
    
    
    
    100
 
 (1)
    
    Excludes EPNG capacity on the Mojave system. Results of Operations
  Operating Results:
 2007
    
    
    2006(In millions,except volumes)Operating revenues
    
    $
    557
    
    
    $
    588Operating expenses
    
    
    (319
    )
    
    
    (305
    )Operating income
    
    
    238
    
    
    
    283Other income, net
    
    
    4
    
    
    
    3EBIT
    
    
    242
    
    
    
    286Interest and debt expense
    
    
    (98
    )
    
    
    (95
    )Affiliated interest income, net
    
    
    71
    
    
    
    53Income taxes
    
    
    (83
    )
    
    
    (92
    )Net income
    
    $
    132
    
    
    $
    152Throughput volumes (BBtu/d)(1)
    
    
    4,216
    
    
    
    4,255
 
 (1)
    
    Throughput volumes exclude throughput transported by EPNG on the Mojave
system. EBIT Analysis:
 EBITRevenue
    
    
    Expense
    
    
    Other
    
    
    ImpactFavorable/(Unfavorable)(In millions)Reservation and other services revenues
    
    $
    (20
    )
    
    $
    
    
    
    $
    
    
    
    $
    (20
    )Enron bankruptcy settlement
    
    
    (10
    )
    
    
    (2
    )
    
    
    
    
    
    
    (12
    )Depreciation and amortization expense
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    10Operating and general and administrative expenses
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    (10
    )Impairment of East Valley Line lateral
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    (9
    )Other(1)
    
    
    (1
    )
    
    
    (3
    )
    
    
    1
    
    
    
    (3
    )Total impact on EBIT
    
    $
    (31
    )
    
    $
    (14
    )
    
    $
    1
    
    
    $
    (44
    )
 
 (1)
    
    Consists of individually insignificant items. 14




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Reservation and Other Services Revenues.
 
    
    EPNG In August 2007, EPNG received approval of the settlement of its rate case
from the FERC and began billing the settlement rates on October 1, 2007. The settlement
provides benefits for both EPNG and its customers for a three year period ending
December 31, 2008. Under the terms of the settlement, EPNG is required to file a new
rate case to be effective January 1, 2009. In 2007 and 2006, EPNG recorded rate refund
provisions of approximately $60 million and $65 million, inclusive of interest. In the
fourth quarter of 2007, EPNG refunded $115 million including interest in rate refunds to
its customers and refunded the remaining $10 million in January 2008.
    
    Mojave In February 2007, as required by its prior rate case settlement, Mojave
filed with the FERC a general rate case proposing a 33 percent decrease in its base
tariff rates resulting from a variety of factors, including a decline in rate base and
various changes in rate design since the last rate case. No new services were proposed.
The new base rates were effective March 1, 2007. Mojave filed an offer of settlement to
resolve all issues in the rate case in October 2007 and received FERC approval of this
settlement in December 2007. Under the terms of this settlement, we have refund
obligations of $4 million that will be paid in the first quarter of 2008 for a
previously accrued regulatory obligation. Other refund obligations to third parties are
minimal .
 Enron Bankruptcy Settlement.
 Depreciation and Amortization Expense
 Operating and General and Administrative Expenses.
 Impairment of East Valley Line Lateral.
 Interest and Debt Expense
  Affiliated Interest Income, Net
  15




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Income Taxes
  16




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Liquidity and Capital Expenditures
 Liquidity Overview.
   Credit Profile
  Capital Expenditures.
 2007
    
    
    2006(In millions)Maintenance
    
    $
    99
    
    
    $
    94Expansion/Other
    
    
    21
    
    
    
    49Total
    
    $
    120
    
    
    $
    143
 17




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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, 2007Expected Fiscal Year of Maturity ofCarrying Amounts
    
    
    
    
    
    December 31, 2006Fair
    
    Carrying
    
    Fair2010
    
    Thereafter
    
    Total
    
    Value
    
    Amount
    
    Value(In millions, except for rates)Liabilities:Long-term debt  fixed rate
    
    $
    53
    
    
    $
    1,113
    
    
    $
    1,166
    
    
    $
    1,309
    
    
    $
    1,111
    
    
    $
    1,273Average effective interest rate
    
    
    5.1
    %
    
    
    7.5
    %
 18




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
 Internal Control  Integrated Framework
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Report of Independent Registered Public Accounting Firm
     Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109; Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  An Amendment of FASB Statements No. 87, 88, 106, and 132 (R);
 /s/ Ernst & Young LLP 
 20




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Report of Independent Registered Public Accounting Firm
    
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EL PASO NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In millions)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Operating revenues
    
    $
    557
    
    
    $
    588
    
    
    $
    497Operating expensesOperation and maintenance
    
    
    210
    
    
    
    183
    
    
    
    232Depreciation and amortization
    
    
    82
    
    
    
    92
    
    
    
    74Taxes, other than income taxes
    
    
    27
    
    
    
    30
    
    
    
    29319
    
    
    
    305
    
    
    
    335Operating income
    
    
    238
    
    
    
    283
    
    
    
    162Other income, net
    
    
    4
    
    
    
    3
    
    
    
    8Interest and debt expense
    
    
    (98
    )
    
    
    (95
    )
    
    
    (92
    )Affiliated interest income, net
    
    
    71
    
    
    
    53
    
    
    
    32Income before income taxes
    
    
    215
    
    
    
    244
    
    
    
    110Income taxes
    
    
    83
    
    
    
    92
    
    
    
    46Net income
    
    $
    132
    
    
    $
    152
    
    
    $
    64
  22




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EL PASO NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
 December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    
    
    
    $
    Accounts and notes receivableCustomer, net of allowance of $4 in 2007 and $5 in 2006
    
    
    73
    
    
    
    81Affiliates
    
    
    6
    
    
    
    5Other
    
    
    1
    
    
    
    Materials and supplies
    
    
    41
    
    
    
    40Deferred income taxes
    
    
    7
    
    
    
    42Other
    
    
    7
    
    
    
    6Total current assets
    
    
    135
    
    
    
    174Property, plant and equipment, at cost
    
    
    3,710
    
    
    
    3,557Less accumulated depreciation and amortization
    
    
    1,298
    
    
    
    1,251Total property, plant and equipment, net
    
    
    2,412
    
    
    
    2,306Other assetsNote receivable from affiliate
    
    
    1,113
    
    
    
    1,070Other
    
    
    133
    
    
    
    811,246
    
    
    
    1,151Total assets
    
    $
    3,793
    
    
    $
    3,631LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payableTrade
    
    $
    101
    
    
    $
    59Affiliates
    
    
    17
    
    
    
    17Other
    
    
    33
    
    
    
    9Taxes payable
    
    
    56
    
    
    
    87Accrued interest
    
    
    20
    
    
    
    27Accrued liabilities
    
    
    20
    
    
    
    84Regulatory liabilities
    
    
    19
    
    
    
    3Other
    
    
    13
    
    
    
    18Total current liabilities
    
    
    279
    
    
    
    304Long-term debt
    
    
    1,166
    
    
    
    1,111Other liabilitiesDeferred income taxes
    
    
    370
    
    
    
    405Other
    
    
    116
    
    
    
    85486
    
    
    
    490Commitments and contingencies (Note 6)Stockholders equityCommon stock, par value $1 per share; 1,000 shares authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,268
    
    
    
    1,268Retained earnings
    
    
    594
    
    
    
    462Accumulated other comprehensive loss
    
    
    
    
    
    
    (4
    )Total stockholders equity
    
    
    1,862
    
    
    
    1,726Total liabilities and stockholders equity
    
    $
    3,793
    
    
    $
    3,631
  23




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EL PASO NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Cash flows from operating activitiesNet income
    
    $
    132
    
    
    $
    152
    
    
    $
    64Adjustments to reconcile net income to net cash from operating activitiesDepreciation and amortization
    
    
    82
    
    
    
    92
    
    
    
    74Deferred income taxes
    
    
    37
    
    
    
    15
    
    
    
    7Other non-cash income items
    
    
    8
    
    
    
    (1
    )
    
    
    Asset and
liability changesAccounts receivable
    
    
    9
    
    
    
    35
    
    
    
    (34
    )Accounts payable
    
    
    65
    
    
    
    (17
    )
    
    
    41Taxes receivable
    
    
    
    
    
    
    
    
    
    
    102Taxes payable
    
    
    (27
    )
    
    
    55
    
    
    
    16Other current assets
    
    
    (5
    )
    
    
    
    
    
    
    16Other current liabilities
    
    
    (88
    )
    
    
    38
    
    
    
    21Non-current assets
    
    
    (57
    )
    
    
    (30
    )
    
    
    (8
    )Non-current liabilities
    
    
    (31
    )
    
    
    (17
    )
    
    
    5Net cash provided by operating activities
    
    
    125
    
    
    
    322
    
    
    
    304Cash flows from investing activitiesAdditions to property, plant and equipment
    
    
    (120
    )
    
    
    (143
    )
    
    
    (141
    )Net change in notes receivable from affiliate
    
    
    (43
    )
    
    
    (198
    )
    
    
    (142
    )Net change in restricted cash
    
    
    
    
    
    
    17
    
    
    
    (17
    )Other
    
    
    2
    
    
    
    2
    
    
    
    2Net cash used in investing activities
    
    
    (161
    )
    
    
    (322
    )
    
    
    (298
    )Cash flows from financing activitiesNet proceeds from issuance of long-term debt
    
    
    350
    
    
    
    
    
    
    
    Payments to retire long-term debt
    
    
    (314
    )
    
    
    
    
    
    
    (7
    )Net cash provided by (used in) financing activities
    
    
    36
    
    
    
    
    
    
    
    (7
    )Net change in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (1
    )Cash and cash equivalentsBeginning of period
    
    
    
    
    
    
    
    
    
    
    1End of period
    
    $
    
    
    
    $
    
    
    
    $
    
  24




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##### Table of Contents



EL PASO NATURAL GAS 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
    
    
    loss
    
    
    equityJanuary 1, 2005
    
    
    1,000
    
    
    $
    
    
    
    $
    1,267
    
    
    $
    246
    
    
    $
    
    
    
    $
    1,513Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    64Allocated tax benefit of El Paso
equity plans
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1December 31, 2005
    
    
    1,000
    
    
    
    
    
    
    
    1,268
    
    
    
    310
    
    
    
    
    
    
    
    1,578Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152
    
    
    
    
    
    
    
    152Adoption of SFAS No. 158, net of
income taxes of $3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )December 31, 2006
    
    
    1,000
    
    
    
    
    
    
    
    1,268
    
    
    
    462
    
    
    
    (4
    )
    
    
    1,726Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    132Reclassification to regulatory asset
(See Note 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    4December 31, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    1,268
    
    
    $
    594
    
    
    $
    
    
    
    $
    1,862
  25




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##### Table of Contents



EL PASO NATURAL GAS COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. 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
  26




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##### Table of Contents



Natural Gas Imbalances
   Property, Plant and Equipment
      27




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##### Table of Contents



Asset Impairments
   Revenue Recognition
  Environmental Costs and Other Contingencies
 Environmental Costs.
 28




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##### Table of Contents



Other Contingencies
 Income Taxes
   Accounting for
Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109. Accounting for Income Taxes
 Accounting for Asset Retirement Obligations
 Accounting
for Asset Retirement Obligations , Accounting for Conditional Asset Retirement
Obligations.
 29




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##### Table of Contents



Postretirement Benefits
  Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an Amendment of FASB Statements No. 87, 88, 106, and
132(R) .
 New Accounting Pronouncements Issued But Not Yet Adopted
  Fair Value Measurements. Fair Value
Measurements
 Measurement Date of Postretirement Benefits
 Fair Value Option. Fair Value Option for
Financial Assets and Financial Liabilities  ,
Accounting for Certain Investments in Debt and Equity Securities,
 Business Combinations. Business
Combinations,
 30




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##### Table of Contents



Noncontrolling Interests Noncontrolling
Interests in Consolidated Financial Statements,
 2. Income Taxes
  Components of Income Taxes.
 2007
    
    
    2006
    
    
    2005(In millions)CurrentFederal
    
    $
    40
    
    
    $
    66
    
    
    $
    35State
    
    
    6
    
    
    
    11
    
    
    
    446
    
    
    
    77
    
    
    
    39DeferredFederal
    
    
    32
    
    
    
    13
    
    
    
    5State
    
    
    5
    
    
    
    2
    
    
    
    237
    
    
    
    15
    
    
    
    7Total income taxes
    
    $
    83
    
    
    $
    92
    
    
    $
    46
 Effective Tax Rate Reconciliation.
 2007
    
    
    2006
    
    
    2005(In millions, except for rates)Income taxes at the statutory federal rate of 35%
    
    $
    75
    
    
    $
    85
    
    
    $
    39Increase (decrease)State income taxes, net of federal income tax effect
    
    
    7
    
    
    
    8
    
    
    
    4Non-deductible expenses
    
    
    1
    
    
    
    
    
    
    
    3Other
    
    
    
    
    
    
    (1
    )
    
    
    Income taxes
    
    $
    83
    
    
    $
    92
    
    
    $
    46Effective tax rate
    
    
    39
    %
    
    
    38
    %
    
    
    42
    %
 31




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##### Table of Contents



Deferred
Tax Assets and Liabilities.
 2007
    
    
    2006(In millions)Deferred tax liabilitiesProperty, plant and equipment
    
    $
    462
    
    
    $
    448Regulatory and other assets
    
    
    29
    
    
    
    61Total deferred tax liability
    
    
    491
    
    
    
    509Deferred tax assetsU.S. net operating loss and tax credit carryovers
    
    
    80
    
    
    
    80Other liabilities
    
    
    48
    
    
    
    66Total deferred tax asset
    
    
    128
    
    
    
    146Net deferred tax liability
    
    $
    363
    
    
    $
    363
 Tax Credits and Carryovers.
 3. Financial Instruments
  2007
    
    2006Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair Value(In millions)Long-term debt
    
    $
    1,166
    
    
    $
    1,309
    
    
    $
    1,111
    
    
    $
    1,273
 4. Regulatory Assets and Liabilities
  2007
    
    
    2006(In millions)Non-current regulatory assetsTaxes on capitalized funds used during construction
    
    $
    21
    
    
    $
    20Unamortized loss on reacquired debt
    
    
    30
    
    
    
    16Postretirement benefits
    
    
    8
    
    
    
    9Deferred fuel variance
    
    
    6
    
    
    
    6Under-collected state income taxes
    
    
    6
    
    
    
    3Other
    
    
    3
    
    
    
    4Total non-current regulatory assets
    
    $
    74
    
    
    $
    58Current regulatory liabilitiesProperty and plant depreciation
    
    $
    10
    
    
    $
    Other
    
    
    9
    
    
    
    319
    
    
    
    3Non-current regulatory liabilitiesProperty and plant depreciation
    
    
    47
    
    
    
    47Imbalance cashouts
    
    
    8
    
    
    
    4Postretirement benefits
    
    
    29
    
    
    
    Excess deferred federal income taxes
    
    
    2
    
    
    
    2Total regulatory liabilities
    
    $
    105
    
    
    $
    56
 32




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##### Table of Contents



5. Debt and Credit Facilities
 Debt.
 2007
    
    
    2006(In millions)7.625% Notes due August 2010
    
    $
    54
    
    
    $
    3555.95% Notes due April 2017
    
    
    355
    
    
    
    8.625% Debentures due January 2022
    
    
    260
    
    
    
    2607.50% Debentures due November 2026
    
    
    200
    
    
    
    2008.375% Notes due June 2032
    
    
    300
    
    
    
    3001,169
    
    
    
    1,115Less: Unamortized discount
    
    
    3
    
    
    
    4Total long-term debt
    
    $
    1,166
    
    
    $
    1,111
  Credit Facilities
  6. Commitments and Contingencies
 Legal Proceedings
 Sierra Pacific Resources and Nevada Power Company v. El Paso et al.
 33




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##### Table of Contents



Baldonado et al. v. EPNG. Baldonado et al. v. EPNG
 Gas Measurement Cases. re: Natural Gas Royalties
Qui Tam Litigation,
 Will Price, et
al. v. Gas Pipelines and Their Predecessors, et al.,
 Bank of America. Bank of America,
et al. v. El Paso Natural Gas and Burlington Resources Oil and Gas Company, L.P., Bank of America v. El Paso Natural Gas
  34




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##### Table of Contents



Environmental Matters
    Balance at January 1, 2007
    
    $
    24Additions/adjustments for remediation activities
    
    
    6Payments for remediation activities
    
    
    (5
    )Balance at December 31, 2007
    
    $
    25
  Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) Matters.
 Chromium Review.
 35




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##### Table of Contents



Rates and Regulatory Matters
 EPNG.
 Mojave Rate Case.
 Other Matters
 Navajo Nation.
 Tuba City Uranium Milling Facility
 36




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##### Table of Contents



Capital Commitments and Other Matters
 Capital Commitments
 Operating
Leases and Other Commercial Commitments.
 Year EndingDecember 31,
    
    (In millions)2008
    
    $
    22009
    
    
    22010
    
    
    1Thereafter
    
    
    1Total
    
    $
    6
   Guarantees.
 7. Retirement Benefits
 Pension and Retirement Benefits.
 Postretirement Benefits.
 37




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##### Table of Contents



Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans  an Amendment of FASB Statements No.
87, 88, 106, and 132(R) Employers Accounting for
Postretirement Benefits Other Than Pensions,
 Change in Accumulated Postretirement Benefit Obligation, Plan Assets and Funded Status
 2007
    
    
    2006(In millions)Change in accumulated postretirement benefit obligation:Accumulated postretirement benefit obligation at beginning of period
    
    $
    88
    
    
    $
    93Interest cost
    
    
    4
    
    
    
    5Actuarial gain
    
    
    (24
    )
    
    
    (4
    )Benefits paid
    
    
    (6
    )
    
    
    (6
    )Accumulated postretirement benefit obligation at end of period
    
    $
    62
    
    
    $
    88Change in plan assets:Fair value of plan assets at beginning period
    
    $
    96
    
    
    $
    90Actual return on plan assets
    
    
    14
    
    
    
    9Employer contributions
    
    
    
    
    
    
    3Benefits paid
    
    
    (6
    )
    
    
    (6
    )Fair value of plan assets at end of period
    
    $
    104
    
    
    $
    96Reconciliation of funded status:Fair value of plan assets at September 30
    
    $
    104
    
    
    $
    96Less: accumulated postretirement benefit obligation end of period
    
    
    62
    
    
    
    88Funded status at September 30
    
    
    42
    
    
    
    8Fourth quarter contributions
    
    
    
    
    
    
    Net asset at December 31
    
    $
    42
    
    
    $
    8
 Expected Payment of Future Benefits.
 Year EndingDecember 31,2008
    
    $
    72009
    
    
    72010
    
    
    72011
    
    
    62012
    
    
    62013  2017
    
    
    27
 38




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##### Table of Contents



Components
of Net Benefit Cost (Income).
 2007
    
    
    2006
    
    
    2005(In millions)Interest cost
    
    $
    4
    
    
    $
    5
    
    
    $
    4Expected return on plan assets
    
    
    (6
    )
    
    
    (6
    )
    
    
    (5
    )Amortization of net actuarial loss
    
    
    
    
    
    
    1
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    8Net
postretirement benefit cost (income)
    
    $
    (2
    )
    
    $
    
    
    
    $
    7
 Actuarial Assumptions and Sensitivity Analysis.
 2007
    
    2006
    
    2005(Percent)Assumptions related to benefit obligations at September 30:Discount rate
    
    
    6.05
    
    
    
    5.50Assumptions related to benefit costs at December 31:Discount rate
    
    
    5.50
    
    
    
    5.25
    
    
    
    5.75Expected return on plan assets(1)
    
    
    8.00
    
    
    
    8.00
    
    
    
    7.50
 
 (1)
    
    The expected return on plan assets is a pre-tax rate of return based on our
targeted portfolio of investments. Our postretirement benefit plans investment earnings are
subject to unrelated business income taxes at a rate of 35%. The expected return on plan
assets for our postretirement benefit plan is calculated using the after-tax rate of return.  2007
    
    2006(In millions)One percentage point increase:Accumulated postretirement benefit obligation
    
    $
    4
    
    
    $
    6One percentage point decrease:Accumulated postretirement benefit obligation
    
    $
    (4
    )
    
    $
    (5
    )
 Plan Assets
 Actual
    
    ActualAsset Category
    
    Target
    
    2007
    
    2006(Percent)Equity securities
    
    
    65
    
    
    
    63
    
    
    
    65Debt securities
    
    
    35
    
    
    
    33
    
    
    
    35Cash and cash equivalents
    
    
    
    
    
    
    4
    
    
    
    Total
    
    
    100
    
    
    
    100
    
    
    
    100
 39




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##### Table of Contents



8. Transactions with Major Customers
  2007
    

2006(2)
    
    2005(In millions)SoCal
    
    $
    87
    
    
    $
    145
    
    
    $
    156Southwest Gas Corporation
    
    
    54
    (1)
    
    
    66
    
    
    
    51
 
 (1)
    
    In 2007, Southwest Gas Corporation did not represent more than 10 percent of
our revenues.(2)
    
    Revenues reflect rates subject to refund. 9. Supplemental Cash Flow Information
  2007
    
    2006
    
    2005(In millions)Interest paid, net of capitalized interest
    
    $
    106
    
    
    $
    93
    
    
    $
    93Income tax payments (refunds)
    
    
    112
    
    
    
    22
    
    
    
    (93
    )
 10. Transactions with Affiliates
 Cash Management Program.
 Income Taxes.
  Other Affiliate Balances.
 Affiliate Revenues and Expenses.
  40




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##### Table of Contents



2007
    
    2006
    
    2005(In millions)Revenues from affiliates
    
    $
    19
    
    
    $
    17
    
    
    $
    17Operation and maintenance expenses from affiliates
    
    
    53
    
    
    
    52
    
    
    
    67Reimbursements of operating expenses charged to affiliates
    
    
    17
    
    
    
    16
    
    
    
    16
 11. Supplemental Selected Quarterly Financial Information (Unaudited)
  Quarters EndedMarch 31
    
    June 30
    
    September 30
    
    December 31
    
    Total(In millions)2007Operating revenues
    
    $
    145
    
    
    $
    136
    
    
    $
    136
    
    
    $
    140
    
    
    $
    557Operating income
    
    
    70
    
    
    
    56
    
    
    
    54
    
    
    
    58
    
    
    
    238Net income
    
    
    39
    
    
    
    31
    
    
    
    30
    
    
    
    32
    
    
    
    1322006Operating revenues
    
    $
    153
    
    
    $
    142
    
    
    $
    155
    
    
    $
    138
    
    
    $
    588Operating income
    
    
    72
    
    
    
    62
    
    
    
    80
    
    
    
    69
    
    
    
    283Net income
    
    
    38
    
    
    
    33
    
    
    
    45
    
    
    
    36
    
    
    
    152
 41




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##### Table of Contents



SCHEDULE II
 EL PASO NATURAL GAS COMPANY
VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 2007, 2006 and 2005
(In millions)
 Balance at
    
    Charged toBeginning
    
    Costs and
    
    
    
    
    
    Balance atDescription
    
    of Period
    
    Expenses
    
    Deductions
    
    End of Period2007Allowance for doubtful accounts
    
    $
    5
    
    
    $
    (1
    )
    
    $
    
    
    
    $
    4Legal reserves
    
    
    16
    
    
    
    4
    
    
    
    (16
    )
    
    
    4Environmental reserves
    
    
    24
    
    
    
    6
    
    
    
    (5
    )
    
    
    25Regulatory reserves(1)
    
    
    65
    
    
    
    60
    
    
    
    (115
    )
    
    
    102006Allowance for doubtful accounts
    
    $
    18
    
    
    $
    (4
    )
    
    $
    (9
    )
    
    $
    5Legal reserves
    
    
    45
    
    
    
    1
    
    
    
    (30
    )
    
    
    16Environmental reserves
    
    
    29
    
    
    
    (1
    )
    
    
    (4
    )
    
    
    24Regulatory reserves(1)
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    652005Allowance for doubtful accounts
    
    $
    18
    
    
    $
    
    
    
    $
    
    
    
    $
    18Legal reserves
    
    
    3
    
    
    
    42
    
    
    
    
    
    
    
    45Environmental reserves
    
    
    32
    
    
    
    1
    
    
    
    (4
    )
    
    
    29
 
 (1)
    
    See Note 6 to the financial statements for EPNGs rate case discussion. 42




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##### Table of Contents



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
  
 ITEM9A(T). CONTROLS AND PROCEDURES
  
 ITEM 9B. OTHER INFORMATION
  
 43




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##### Table of Contents



PART III


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  All Other Fees
  Policy for Approval of Audit and Non-Audit Fees
  
 44




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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
    
    20Consolidated Statements of Income
    
    22Consolidated Balance Sheets
    
    23Consolidated Statements of Cash Flows
    
    24Consolidated Statements of Stockholders Equity
    
    25Notes to Consolidated Financial Statements
    
    262. Financial statement schedulesSchedule II  Valuation and Qualifying Accounts
    
    42
    Undertaking
  45




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##### Table of Contents



SIGNATURES
  EL PASO NATURAL GAS COMPANYBy:
    /s/ James J. ClearyJames J. ClearyPresident  Signature
    
    Title
    
    Date/s/ James J. Cleary

James J. Cleary
    
    President and Director (Principal
Executive Officer)
    
    March 4, 2008/s/ John R. Sult

John R. Sult
    
    Senior Vice President, Chief
Financial Officer and
Controller (Principal Accounting
and Financial Officer)
    
    March 4, 2008/s/ James C. Yardley

James C. Yardley
    
    Chairman of the Board
    
    March 4, 2008/s/ Daniel B. Martin

Daniel B. Martin
    
    Senior Vice President and Director
    
    March 4, 2008/s/ Thomas L. Price

Thomas L. Price
    
    Vice President and Director
    
    March 4, 2008
 46




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##### Table of Contents



EL PASO NATURAL GAS COMPANY
 EXHIBIT INDEX
December 31, 2007
  ExhibitNumber
    
    Description3.A
    
    Restated Certificate of Incorporation dated April 8, 2003 (Exhibit
3.A to our 2003 Second Quarter Form 10-Q).*3.B
    
    By-laws dated June 24, 2002.4.A
    
    Indenture dated as of January 1, 1992, between El Paso Natural Gas
Company and Wilmington Trust Company (as successor to Citibank,
N.A.), as Trustee, (Exhibit 4.A to our 2004 Form 10-K).4.B
    
    Indenture dated as of November 13, 1996, between El Paso Natural
Gas Company and Wilmington Trust Company (as successor to JPMorgan
Chase Bank, formerly known as The Chase Manhattan Bank), as
Trustee, (Exhibit 4.B to our 2004 Form 10-K).4.C
    
    Indenture dated as of July 21, 2003, between El Paso Natural Gas
Company and Wilmington Trust Company, as Trustee, (Exhibit 4.1 to
our Current Report on Form 8-K filed July 23, 2003).4.D
    
    First Supplemental Indenture dated as of June 10, 2002 between El
Paso Natural Gas Company and Wilmington Trust Company (as
successor in interest to JPMorgan Chase Bank, formerly known as
The Chase Manhattan Bank), as Trustee, to indenture dated November
13, 1996 (Exhibit 4.2 to our Form S-4 (Registration No. 33-97017)
filed on July 24, 2002).4.E
    
    Second Supplemental Indenture dated as of April 4, 2007 between El
Paso Natural Gas Company and Wilmington Trust Company, as Trustee,
to indenture dated November 13, 1996 (Exhibit 4.A to our Current
Report on Form 8-K, filed with the SEC on April 9, 2007).4.F
    
    First Supplemental Indenture dated as of April 4, 2007 between El
Paso Natural Gas Company and Wilmington Trust Company, as trustee,
to indenture dated as of July 23, 2003 (Exhibit 4.C to our Current
Report on Form 8-K, filed with the SEC on April 9, 2007).4.G
    
    Form of 5.95% Senior Note due 2017 (included in Exhibit 4.E).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 Current Report
on Form 8-K filed with the SEC on 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 (Exhibit 10.A.1 to our 2006 Form 10-K).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 Current Report on Form 8-K
filed with the SEC on August 2, 2006.)
 47




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##### Table of Contents



ExhibitNumber
    
    Description10.C
    
    Third Amended and Restated Credit Agreement dated as of November 16, 2007, among El Paso Corporation,
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 Current Report on Form 8-K filed with the SEC on
November 21, 2007.)10.D
    
    Third Amendment and Restated Security Agreement dated as of November 16, 2007, Made by among El Paso
Corporation, El Paso Natural Gas Company, Tennessee Gas Pipeline Company, the subsidiary Grantors 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 Current Report on Form 8-K filed with the SEC on November 21, 2007).10.E
    
    Third Amended and Restated Subsidiary Guarantee Agreement dated as of November 16, 2007, made by each
of the Subsidiary Guarantors in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (Exhibit 10.C
to our Current Report on Form 8-K filed with the SEC on November 21, 2007.)10.F
    
    Registration Rights Agreement, dated as of April 4, 2007, among El Paso Natural Gas Company and
Deutsche Bank Securities Inc., Citigroup Global Markets Inc., ABN AMRO Incorporated, Goldman, Sachs &
Co, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc. and SG Americas Securities, LLC
(Exhibit 10.A to our Current Report on Form 8-K filed with the SEC on April 9, 2007).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.*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.
 48