UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number 1-4169
TEXAS GAS TRANSMISSION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 61-0405152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3800 Frederica Street, Owensboro, Kentucky 42301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (270) 926-8686
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No_
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,000 shares as of August 11, 1999
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a) and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - Assets........................... 3
Consolidated Balance Sheets - Liabilities and Stockholder's
Equity........................................................ 4
Consolidated Statements of Income.............................. 5
Consolidated Statements of Cash Flows.......................... 6
Condensed Notes to Consolidated Financial Statements........... 7
Item 2. Management's Narrative Analysis of the Results of Operations... 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................... 14
Signature............................................................... 15
Certain matters discussed in this report, excluding historical
information, include forward-looking statements. Although Texas
Gas Transmission Corporation believes such forward-looking
statements are based on reasonable assumptions, no assurance can
be given that every objective will be achieved. Such statements
are made in reliance on the "safe harbor" protections provided
under the Private Securities Reform Act of 1995. Additional
information about issues that could lead to material changes in
performance is contained in Texas Gas Transmission Corporation's
Annual Report on Form 10-K and 1999 First Quarter Report on Form
10-Q.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TEXAS GAS TRANSMISSION CORPORATION
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
<S> <C> <C>
Current Assets:
Cash and temporary cash investments $ 108 $ 201
Receivables:
Trade 3,695 8,493
Affiliates 1,287 1,049
Other 1,423 702
Transportation and exchange receivable 4,049 2,807
Advances to affiliates 59,005 82,755
Inventories 15,402 15,341
Deferred income taxes 13,513 14,496
Costs recoverable from customers 13,328 10,085
Gas stored underground 10,409 10,409
Other 1,058 1,676
Total current assets 123,277 148,014
Investments, at cost 353 340
Property, Plant and Equipment, at cost:
Natural gas transmission plant 1,071,050 1,069,259
Less -- Accumulated depreciation and
amortization 130,055 128,759
Property, plant and equipment, net 940,995 940,500
Other Assets:
Gas stored underground 106,640 113,468
Costs recoverable from customers 50,050 52,358
Other 39,306 38,991
Total other assets 195,996 204,817
Total Assets $1,260,621 $1,293,671
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1999 1998
<S> <C> <C>
Current Liabilities:
Payables:
Trade $ 2,806 $ 3,016
Affiliates 5,164 17,828
Other 2,185 7,026
Gas Payables:
Transportation and exchange 13,581 12,764
Storage 10,683 13,010
Accrued taxes 20,808 22,752
Accrued interest 6,557 6,557
Other accrued liabilities 44,887 48,253
Reserve for regulatory and rate matters 2,826 20,150
Total current liabilities 109,497 151,356
Long-Term Debt 251,013 251,160
Other Liabilities and Deferred Credits:
Deferred income taxes 161,636 156,253
Postretirement benefits other than
pensions 40,203 41,392
Other 59,194 60,213
Total other liabilities and deferred
credits 261,033 257,858
Contingent Liabilities and Commitments
Stockholder's Equity:
Common stock, $1.00 par value, 1,000 shares
authorized, issued and outstanding 1 1
Premium on capital stock and other paid-in
capital 627,046 627,046
Retained earnings 12,031 6,250
Total stockholder's equity 639,078 633,297
Total Liabilities and Stockholder's
Equity $1,260,621 $1,293,671
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Operating Revenues:
Gas transportation $ 50,912 $ 55,367 $138,303 $142,408
Gas sales 148 4,210 249 8,388
Other 913 794 1,789 1,364
Total operating revenues 51,973 60,371 140,341 152,160
Operating Costs and Expenses:
Cost of gas transportation 2,045 4,366 3,804 10,441
Cost of gas sold 148 4,180 254 8,277
Operation and maintenance 11,365 14,622 22,893 25,651
Administrative and general 12,978 13,163 26,395 27,257
Depreciation and amortization 11,104 10,755 22,137 21,284
Taxes other than income taxes 3,254 3,529 7,543 7,665
Total operating costs and
expenses 40,894 50,615 83,026 100,575
Operating Income 11,079 9,756 57,315 51,585
Other Deductions (Income):
Interest expense 4,958 5,283 9,833 10,579
Interest income (958) (1,513) (1,994) (2,860)
Miscellaneous other (income)
deductions, net (68) (28) (8) 184
Total other deductions 3,932 3,742 7,831 7,903
Income Before Income Taxes 7,147 6,014 49,484 43,682
Provision for Income Taxes 2,859 2,389 19,703 17,370
Net Income $ 4,288 $ 3,625 $ 29,781 $ 26,312
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 29,781 $ 26,312
Adjustments to reconcile to cash provided
from operations:
Depreciation and amortization 22,137 21,284
Provision for deferred income taxes 6,366 5,709
Changes in receivables sold (6,600) (14,500)
Changes in receivables 9,459 10,243
Changes in inventories (61) 533
Changes in other current assets (1,332) (326)
Changes in accounts payable (5,051) (5,138)
Changes in accrued liabilities (24,165) 7,539
Other, including changes in noncurrent
assets and liabilities (7,931) 5,373
Net cash provided by operating
activities 22,603 57,029
FINANCING ACTIVITIES:
Dividends and returns of capital (24,000) (36,000)
Net cash (used in) financing
activities (24,000) (36,000)
INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures, net of AFUDC (20,078) (26,508)
Proceeds from sales and salvage values,
net of costs of removal (2,368) 460
Advances to affiliates, net 23,750 4,779
Proceeds from sale of long-term investments - 234
Net cash provided by (used in)
investing activities 1,304 (21,035)
Decrease in cash and cash equivalents (93) (6)
Cash and cash equivalents at beginning of
period 201 235
Cash and cash equivalents at end of period $ 108 $ 229
</TABLE>
The accompanying condensed notes are an integral part of these
consolidated financial statements.
<PAGE>
TEXAS GAS TRANSMISSION CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. Corporate Structure and Control and Basis of Presentation
Corporate Structure and Control
Texas Gas Transmission Corporation and its wholly owned
subsidiary, TGT Enterprises, Inc., (collectively, Texas Gas) are
wholly owned by Williams Gas Pipeline Company, which is a wholly
owned subsidiary of The Williams Companies, Inc. (Williams).
Basis of Presentation
The consolidated financial statements have been prepared from
the books and records of Texas Gas without audit. Certain
information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. The accompanying unaudited consolidated financial
statements include all adjustments, both normal recurring and
others, which, in the opinion of Texas Gas' management, are
necessary to present fairly its financial position at June 30,
1999, and results of operations for the three and six months
ended June 30, 1999 and 1998, and cash flows for the six months
ended June 30, 1999 and 1998. These consolidated financial
statements should be read in conjunction with the financial
statements, notes thereto and management's narrative analysis
contained in Texas Gas' 1998 Annual Report on Form 10-K and Texas
Gas' 1999 First Quarter Report on Form 10-Q.
Certain reclassifications have been made in the 1998 financial
statements to conform to the 1999 presentation.
Seasonal Variation
Operating income may vary by quarter. Based on current rate
structure, Texas Gas experiences higher operating income in the
first and fourth quarters as compared to the second and third
quarters.
B. Contingent Liabilities and Commitments
Regulatory and Rate Matters and Related Litigation
FERC Order 636
Effective November 1, 1993, Texas Gas restructured its
business to implement the provisions of FERC Order 636, which,
among other things, required pipelines to unbundle their merchant
role from their transportation services. FERC Order 636 also
<PAGE>
provides that pipelines should be allowed the opportunity to
recover all prudently incurred transition costs which, for Texas
Gas, are primarily related to gas supply realignment (GSR) costs
and unrecovered purchased gas costs. Certain aspects of Texas
Gas' FERC Order 636 restructuring are under appeal.
In September 1995, Texas Gas received FERC approval of a
settlement agreement which resolves all issues regarding Texas
Gas' recovery of GSR costs. The settlement provides that Texas
Gas will recover 100 percent of its GSR costs up to $50 million,
will share in costs incurred between $50 million and $80 million
and will absorb any GSR costs above $80 million. Under the
settlement, all challenges to these costs, on the grounds of
imprudence or otherwise, will be withdrawn and no future
challenges will be filed. Ninety percent of the cost recovery is
collected through demand surcharges on Texas Gas' firm
transportation services; the remaining ten percent should be
recovered from its interruptible transportation service.
Effective July 1, 1997, the FERC allowed Texas Gas to suspend its
GSR surcharge applicable to firm transportation services due to
the full recovery of incurred GSR costs allocated to these
services. The GSR cost increment included in the interruptible
transportation rates, as well as no-notice and firm
transportation overrun rates, remains in effect. To date, Texas
Gas has paid $76.2 million and collected $66.4 million, plus
interest, related to GSR. Texas Gas expects to pay no more than
$80 million for GSR costs, primarily as a result of contract
terminations, and has provided reserves for the remaining GSR
costs it may be required to pay, as well as a regulatory asset
for the estimated future amounts recoverable.
General Rate Issues
On April 30, 1997, Texas Gas filed a general rate case (Docket
No. RP97-344) effective November 1, 1997, subject to refund. On
March 20, 1998, Texas Gas filed an offer of settlement. On
November 14, 1998, the FERC issued an "Order Denying Rehearing
and Providing Guidance on Hearing Issues" related to the March
20, 1998, settlement filed in this case. Applications for
hearing of the October 14, 1998, order were due by November 13,
1998; no such applications were filed. Pursuant to the
provisions of the settlement, the settlement became effective
November 14, 1998, and a filing to implement the settlement was
made on November 30, 1998. Texas Gas had established an adequate
reserve for the difference between collected rates and the
settlement rates. Refunds, including interest, of $17.2 million
were distributed to customers on January 13, 1999.
Royalty Claims and Producer Litigation
In connection with Texas Gas' renegotiations of supply
contracts with producers to resolve take-or-pay and other
contract claims, Texas Gas has entered into certain settlements
which may require the indemnification by Texas Gas of certain
claims for royalties which a producer may be required to pay as a
result of such settlements. Texas Gas has been made aware of
demands on producers for additional royalties and may receive
other demands which could result in claims against Texas Gas
pursuant to the indemnification provision in its settlements.
Indemnification for royalties will depend on, among other things,
the specific lease provisions between the producer and the lessor
and the terms of the settlement between the producer and Texas
Gas.
<PAGE>
Pursuant to such an indemnity, in January 1998, Texas Gas
reimbursed a producer for approximately $1.7 million in costs
paid to settle a take-or-pay royalty claim. On June 1, 1999,
Texas Gas filed to recover approximately $1.3 million (75%) of
the costs pursuant to the provisions of FERC Order 528. The FERC
approved the filing, subject to conditions, which allows for a
surcharge on all mainline throughput beginning July 1, 1999, to
run through a twelve-month period. Texas Gas has provided
reserves for the estimated settlement costs of other royalty
claims and litigation.
Environmental Matters
As of June 30, 1999, Texas Gas had a reserve of approximately
$1.6 million for estimated costs associated with environmental
assessment and remediation, including remediation associated with
the historical use of polychlorinated biphenyls and hydrocarbons.
This estimate depends upon a number of assumptions concerning the
scope of remediation that will be required at certain locations
and the cost of remedial measures to be undertaken. Texas Gas is
continuing to conduct environmental assessments and is
implementing a variety of remedial measures that may result in
increases or decreases in the total estimated costs.
Texas Gas currently is either named as a potentially
responsible party or has received an information request
regarding its potential involvement at certain Superfund and
state waste disposal sites. The anticipated remediation costs,
if any, associated with these sites have been included in the
reserve discussed above.
Texas Gas considers environmental assessment and remediation
costs and costs associated with compliance with environmental
standards to be recoverable through rates, as they are prudent
costs incurred in the ordinary course of business. The actual
costs incurred will depend on the actual amount and extent of
contamination discovered, the final cleanup standards mandated by
the U.S. Environmental Protection Agency or other governmental
authorities, and other factors.
Other Legal Issues
In 1998, the United States Department of Justice informed
Williams that Jack Grynberg, an individual, had filed claims in
the United States District Court for the District of Colorado
under the False Claims Act against Williams and certain of its
wholly owned subsidiaries including Texas Gas, Williams Gas
Pipelines Central, Inc., Kern River Gas Transmission Company,
Northwest Pipeline Corporation, Williams Gas Pipeline Company,
Transcontinental Gas Pipe Line Corporation, and Williams
Production Company. Mr. Grynberg has also filed claims against
approximately 300 other energy companies and alleges that the
defendants violated the False Claims Act in connection with the
measurement and purchase of hydrocarbons. The relief sought is
an unspecified amount of royalties allegedly not paid to the
federal government, treble damages, a civil penalty, attorneys'
fees, and costs. On April 9, 1999, the United States Department
of Justice announced that it was declining to intervene in any of
the Grynberg qui tam cases; including the action filed against
the Williams entities in the United States District Court for the
District of Colorado.
<PAGE>
Summary of Contingent Liabilities and Commitments
While no assurances may be given, Texas Gas does not believe
that the ultimate resolution of the foregoing matters, taken as a
whole and after consideration of amounts accrued, insurance
coverage, potential recovery from customers or other
indemnification arrangements, will have a materially adverse
effect on Texas Gas' future financial position, results of
operations or cash flow requirements.
<PAGE>
Item 2. Management's Narrative Analysis of the Results of Operations
(Filed Pursuant to General Instruction H)
Financial Analysis of Operations
Six Months Ended June 30, 1999 Compared to
Six Months Ended June 30, 1998
Operating income was $5.7 million higher for the six months
ended June 30, 1999, than for the six months ended June 30, 1998.
The increase in operating income was due primarily to lower costs
of gas transportation and lower administrative and general
expenses. Operating income also increased due to recognition of
$3.0 million of previously deferred revenues associated with
allocations related to Texas Gas' January 1999 GSR reconciliation
filing with the FERC, offset by a first quarter 1998 adjustment
to estimated GSR costs of $2.0 million. Compared to 1998, net
income was $3.5 million higher for the same reasons.
Operating revenues decreased $11.8 million primarily
attributable to lower gas sales and discounting of transportation
rates, offset by the recognition of deferred revenues discussed
above. Texas Gas' gas sales result from requirements to meet its
pre-Order 636 gas purchase commitments, substantially all of
which are managed by Texas Gas' gas marketing affiliate, Williams
Energy Services Company, as exclusive agent for Texas Gas.
Although the sales and purchase commitments remain in Texas Gas'
name, their management and any associated profit or loss is
solely the responsibility of the agent. Therefore, the resulting
sales and purchases have no impact on Texas Gas' results of
operations. Total deliveries were 401.2 TBtu and 391.0 TBtu for
the six months of 1999 and 1998, respectively.
Operating costs and expenses decreased $17.5 million primarily
attributable to lower costs of gas transportation; lower costs of
gas sold, including a 1998 adjustment to GSR costs discussed
above; and lower operation and maintenance expenses, including a
$2.3 million reduction in supplies and expenses.
Financial Condition and Liquidity
Through the years, Texas Gas has consistently maintained its
financial strength and experienced strong operational results.
Williams' ownership of Texas Gas further enhances its financial
and operational strength, as well as allows Texas Gas to take
advantage of new opportunities for growth. Texas Gas expects to
access public and private capital markets, as needed, to finance
its own capital requirements.
As of June 30, 1999, Texas Gas has $100 million of shelf
availability remaining under a Registration Statement filed with
the Securities and Exchange Commission in 1997.
Texas Gas is a participant with other Williams subsidiaries in
a $1 billion credit agreement under which Texas Gas may borrow up
to $200 million, subject to borrowings by other affiliated
companies. Interest rates vary with current market conditions.
To date, Texas Gas has no amounts outstanding under this
facility.
<PAGE>
Texas Gas is a participant in Williams' cash management
program. The advances due Texas Gas by Williams are represented
by demand notes payable. The interest rate on intercompany demand
notes is the London Interbank Offered Rate on the first day of
the month plus an applicable margin based on the current Standard
and Poor's Rating of the Borrower.
Texas Gas' capital expenditures for the first six months of
1999 and 1998 were $20.1 and $26.5 million, respectively.
Capital expenditures for 1999 are expected to approximate $80.3
million. Texas Gas' debt as a percentage of total capitalization
at June 30, 1999 and December 31, 1998 was 28.2% and 28.4%,
respectively.
On April 30, 1997, Texas Gas filed a general rate case (Docket
No. RP97-344) effective November 1, 1997, subject to refund. On
March 20, 1998, Texas Gas filed an offer of settlement. On
November 14, 1998, the FERC issued an "Order Denying Rehearing
and Providing Guidance on Hearing Issues" related to the March
20, 1998, settlement filed in this case. Applications for
hearing of the October 14, 1998, order were due by November 13,
1998; no such applications were filed. Pursuant to the
provisions of the settlement, the settlement became effective
November 14, 1998, and a filing to implement the settlement was
made on November 30, 1998. Texas Gas had established an adequate
reserve for the difference between collected rates and the
settlement rates. Refunds, including interest, of $17.2 million
were distributed to customers on January 13, 1999.
Year 2000 Compliance
Williams, including Texas Gas, initiated an enterprise-wide
project in 1997 to address the year 2000 compliance issue for
both traditional information technology areas and non-traditional
areas, including embedded technology that is prevalent
throughout the company. This project focuses on all technology
hardware and software, external interfaces with customers and
suppliers, operations process control, automation and
instrumentation systems, and facility items. The phases of the
project are awareness, inventory and assessment, renovation and
replacement, and testing and validation. The awareness and
inventory/assessment phases of this project as they relate to
both traditional and non-traditional information technology areas
have been completed. During the inventory and assessment phase,
all systems with possible year 2000 implications were inventoried
and classified into five categories: 1) highest, business
critical, 2) high, compliance necessary within a short period of
time following January 1, 2000, 3) medium, compliance necessary
within 30 days from January 1, 2000, 4) low, compliance desirable
but not required, and 5) unnecessary. Categories 1 through 3
were designated as critical and are the major focus of this
project. Renovation/replacement and testing/validation of
critical systems is complete. Some non-critical systems may not
be compliant by January 1, 2000.
Texas Gas initiated a formal communications process with other
companies in 1998 to determine the extent to which those
companies are addressing year 2000 compliance. In connection
with this process, Texas Gas sent approximately 1,200 letters and
questionnaires to third parties including customers, vendors and
service providers. Texas Gas is evaluating responses as they are
received or otherwise investigating the status of these
companies' year 2000 compliance efforts. As of June 30, 1999,
approximately 38 percent of the companies contacted have
<PAGE>
responded and virtually all of these indicated that they are
already compliant or will be compliant on a timely basis. Where
necessary, Texas Gas will be working with key business partners
to reduce the risk of a break in service or supply and with non-
compliant companies to mitigate any material adverse effect on
Texas Gas.
Texas Gas expects to utilize internal resources to complete
the year 2000 compliance project. Texas Gas has a core group of
20 people involved in this project. This includes four
individuals responsible for coordinating, organizing, managing,
communicating, and monitoring the project and another 16 staff
members responsible for completing the project. Depending on
which phase the project is in and what area is being focused on
at any given point in time, there can be up to an additional 160
employees who are also contributing a portion of their time to
the completion of this project. Costs incurred for new software
and hardware purchases have been capitalized and other costs have
been expensed as incurred. Texas Gas currently estimates the
total cost of the project, including any accelerated system
replacements, will total less than $2 million. Texas Gas will
update this estimate as additional information becomes available.
Less than $0.5 million of costs (including capital expenditures)
have been incurred through June 30, 1999.
Although all critical systems over which Texas Gas has control
have been tested and are compliant, Texas Gas has identified an
area that would equate to a most reasonably likely worst case
scenario. There is the possibility of service interruptions due
to non-compliance by third parties. For example, power failures
along the communications network or transportation systems could
cause service interruptions. This risk should be minimized by
the enterprise-wide communications effort, evaluation of third-
party compliance plans, and development of contingency plans. It
is not possible to quantify the possible financial impact if this
most reasonably likely worst case scenario were to come to
fruition.
Significant focus on the contingency plan phase of the project
has been taking place in 1999. Guidelines for the contingency
planning process were issued in January 1999. Contingency plans
are being developed for critical business processes, critical
business partners, suppliers and system replacements that
experience significant delays. Williams' plans are expected to
be defined by August 31, 1999, and implemented where appropriate.
Texas Gas' contingency plans include manning all operational
stations twenty-four hours a day, putting extra security measures
into place and stocking up on supplies. In addition, most of
Texas Gas' compressor stations are capable of independently
generating electricity in the event of a loss of electricity, and
operation of the pipeline can be done manually in case there is a
loss of telecommunications capability.
The preceding discussion contains forward-looking statements
including, without limitation, statements relating to Texas Gas'
plans, strategies, objectives, expectations, intentions, and
adequate resources, that are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995. Readers are cautioned that such forward-looking statements
contained in the year 2000 update are based on certain
assumptions which may vary from actual results. Due to the
general uncertainty inherent in the year 2000 problem, resulting
in large part from the uncertainty of the year 2000 readiness of
third parties, Texas Gas cannot ensure its ability to timely and
cost effectively resolve problems associated with the year 2000
issue that may affect its operations and business, or expose it
to third-party liability.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
* 27.1 Financial Data
Schedule for Texas Gas Transmission Corporation for
the six months ending June 30, 1999.
(b) Reports on Form 8-K
None
_____________________________
* Filed herewith
<PAGE>
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TEXAS GAS TRANSMISSION CORPORATION
DATE: August 11, 1999 BY: /s/ S. W. Harris
S. W. Harris
Controller and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000097452
<NAME> TEXAS GAS TRANSMISSION CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 108
<SECURITIES> 0
<RECEIVABLES> 3,695
<ALLOWANCES> 0
<INVENTORY> 15,402
<CURRENT-ASSETS> 123,277
<PP&E> 1,071,050
<DEPRECIATION> 130,055
<TOTAL-ASSETS> 1,260,621
<CURRENT-LIABILITIES> 109,497
<BONDS> 251,013
0
0
<COMMON> 1
<OTHER-SE> 639,077
<TOTAL-LIABILITY-AND-EQUITY> 1,260,621
<SALES> 249
<TOTAL-REVENUES> 140,341
<CGS> 254
<TOTAL-COSTS> 26,951
<OTHER-EXPENSES> 29,680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,833
<INCOME-PRETAX> 49,484
<INCOME-TAX> 19,703
<INCOME-CONTINUING> 29,781
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,781
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
