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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 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 1-7584
 TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    74-1079400
(I.R.S. Employer
Identification No.)2800 Post Oak Boulevard 
P. O. Box 1396
Houston, Texas
    
    77251(Address of Principal Executive Offices)
    
    (Zip Code)
 (713-215-2000)
Registrants Telephone Number, Including Area Code
 No Change
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 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 þ No o
 Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
 Large accelerated filero
    
    Accelerated filero
    
    Non-accelerated filer þ
    
    Smaller reporting companyo(Do not check if a smaller reporting company)
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o No þ
 REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H (1)(a) AND (b) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.




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##### 



PagePART I. FINANCIAL INFORMATION:Item 1. Financial Statements -Condensed Consolidated Statement of Income for the three months ended
March 31, 2010 and 2009
    
    
    5Condensed Consolidated Balance Sheet as of March 31, 2010 and
December 31, 2009
    
    
    6Condensed Consolidated Statement of Cash Flows for the three
months ended March 31, 2010 and 2009
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4T. Control and Procedures
    
    
    23PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    24EX-31.1EX-31.2EX-32
 Forward Looking Statements
    2




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
    
    Amounts and nature of future capital expenditures;
    
    Expansion and growth of our business and operations;
    
    Financial condition and liquidity;
    
    Business strategy;
    
    Cash flow from operations or results of operations;
    
    Rate case filings; and
    
    Natural gas prices and demand.
  
    
    Availability of supplies (including the uncertainties inherent in assessing and
estimating future natural gas reserves), market demand, volatility of prices, and the
availability and cost of capital;
    
    Inflation, interest rates and general economic conditions (including future disruptions
and volatility in the global credit markets and the impact of these events on our customers
and suppliers);
    
    The strength and financial resources of our competitors;
    
    Development of alternative energy sources;
    
    The impact of operational and development hazards;
    
    Cost of, changes in, or the results of laws, government regulations (including proposed
climate change legislation), environmental liabilities, litigation and rate proceedings;
    
    Our allocated costs for defined benefit pension plans and other postretirement benefit
plans sponsored by our affiliates;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
 3




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
    
    Our exposure to the credit risk of our customers;
    
    Risks related to strategy and financing, including restrictions stemming from our debt
agreements, future changes in our credit rating and the availability and cost of credit:
    
    Risks associated with future weather conditions;
    
    Acts of terrorism; and
    
    Additional risks described in our filings with the Securities and Exchange Commission
(SEC).
    4




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PART 1  FINANCIAL INFORMATION.
 
 ITEM 1. Financial Statements.
  
  
 Three Months EndedMarch 31,2010
    
    
    2009(Restated)Operating Revenues:Natural gas sales
    
    $
    27,722
    
    
    $
    13,019Natural gas transportation
    
    
    234,315
    
    
    
    229,983Natural gas storage
    
    
    37,188
    
    
    
    36,489Other
    
    
    1,020
    
    
    
    10,269Total operating revenues
    
    
    300,245
    
    
    
    289,760Operating Costs and Expenses:Cost of natural gas sales
    
    
    27,722
    
    
    
    13,018Cost of natural gas transportation
    
    
    8,529
    
    
    
    6,675Operation and maintenance
    
    
    58,852
    
    
    
    60,650Administrative and general
    
    
    35,116
    
    
    
    40,320Depreciation and amortization
    
    
    62,494
    
    
    
    60,925Taxes  other than income taxes
    
    
    12,508
    
    
    
    12,708Other expense, net
    
    
    1,193
    
    
    
    1,420Total operating costs and expenses
    
    
    206,414
    
    
    
    195,716Operating Income
    
    
    93,831
    
    
    
    94,044Other (Income) and Other Deductions:Interest expense
    
    
    23,547
    
    
    
    23,489Interest income  affiliates
    
    
    (2,162
    )
    
    
    (4,267
    )Allowance for equity and borrowed funds
used during construction (AFUDC)
    
    
    (2,568
    )
    
    
    (2,129
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,541
    )
    
    
    (1,375
    )Miscellaneous other (income) deductions, net
    
    
    432
    
    
    
    (2,088
    )Total other (income) and other deductions
    
    
    17,708
    
    
    
    13,630Income before Income Taxes
    
    
    76,123
    
    
    
    80,414Provision for Income Taxes
    
    
    129
    
    
    
    Net Income
    
    $
    75,994
    
    
    $
    80,414
  5




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March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash
    
    $
    186
    
    
    $
    108Receivables:Affiliates
    
    
    2,394
    
    
    
    5,132Advances to affiliates
    
    
    95,770
    
    
    
    Others, less allowance of $413 ($413 in 2009)
    
    
    99,625
    
    
    
    117,148Transportation and exchange gas receivables
    
    
    13,399
    
    
    
    7,250Inventories
    
    
    55,310
    
    
    
    39,164Regulatory assets
    
    
    69,083
    
    
    
    75,016Other
    
    
    5,741
    
    
    
    11,792Total current assets
    
    
    341,508
    
    
    
    255,610Investments, at cost plus equity in undistributed earnings
    
    
    46,553
    
    
    
    45,488Property, Plant and Equipment:Natural gas transmission plant
    
    
    7,378,940
    
    
    
    7,354,805Less-Accumulated depreciation and amortization
    
    
    2,518,059
    
    
    
    2,474,680Total property, plant and equipment, net
    
    
    4,860,881
    
    
    
    4,880,125Other Assets:Regulatory assets
    
    
    198,283
    
    
    
    197,676Other
    
    
    44,037
    
    
    
    42,884Total other assets
    
    
    242,320
    
    
    
    240,560Total assets
    
    $
    5,491,262
    
    
    $
    5,421,783
  6




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March 31,
    
    
    December 31,2010
    
    
    2009LIABILITIES AND OWNERS EQUITYCurrent Liabilities:PayablesAffiliates
    
    $
    19,387
    
    
    $
    24,409Other
    
    
    73,713
    
    
    
    88,780Transportation and exchange gas payables
    
    
    4,484
    
    
    
    1,434Accrued liabilities
    
    
    83,647
    
    
    
    116,226Reserve for rate refunds
    
    
    882
    
    
    
    564Total current liabilities
    
    
    182,113
    
    
    
    231,413Long-Term Debt
    
    
    1,279,056
    
    
    
    1,278,770Other Long-Term Liabilities:Asset retirement obligations
    
    
    233,170
    
    
    
    229,401Regulatory liabilities
    
    
    83,823
    
    
    
    72,021Accrued employee benefits
    
    
    
    
    
    
    6,476Other
    
    
    8,990
    
    
    
    9,145Total other long-term liabilities
    
    
    325,983
    
    
    
    317,043Contingent liabilities and commitments (Note 3)Owners Equity:Members capital
    
    
    1,652,434
    
    
    
    1,652,434Loans to parent
    
    
    
    
    
    
    (237,526
    )Retained earnings
    
    
    2,052,371
    
    
    
    2,180,367Accumulated other comprehensive loss
    
    
    (695
    )
    
    
    (718
    )Total owners equity
    
    
    3,704,110
    
    
    
    3,594,557Total liabilities and owners equity
    
    $
    5,491,262
    
    
    $
    5,421,783
  7




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Three Months Ended March 31,2010
    
    
    2009(Restated)Cash flows from operating activities:Net income
    
    $
    75,994
    
    
    $
    80,414Adjustments to reconcile net income to net cash provided by
(used in) operating activitiesDepreciation and amortization
    
    
    62,323
    
    
    
    61,278Allowance for equity funds used during construction (Equity
AFUDC)
    
    
    (1,718
    )
    
    
    (1,416
    )Changes in operating assets and liabilities:Receivables    affiliates
    
    
    4,229
    
    
    
    (9,964
    )  others
    
    
    17,523
    
    
    
    (12,636
    )Transportation and exchange gas receivables
    
    
    (6,149
    )
    
    
    (2,008
    )Inventories
    
    
    (16,316
    )
    
    
    (3,445
    )Payables    affiliates
    
    
    (22,867
    )
    
    
    9,726  others
    
    
    4,997
    
    
    
    5,226Transportation and exchange gas payables
    
    
    3,050
    
    
    
    1,593Accrued liabilities
    
    
    (10,964
    )
    
    
    (43,129
    )Reserve for rate refunds
    
    
    318
    
    
    
    (12,523
    )Other, net
    
    
    12,392
    
    
    
    (10,028
    )Net cash provided by operating activities
    
    
    122,812
    
    
    
    63,088Cash flows from financing activities:Change in cash overdrafts
    
    
    (6,022
    )
    
    
    (5,420
    )Cash distributions
    
    
    (203,791
    )
    
    
    Net cash used in financing activities
    
    
    (209,813
    )
    
    
    (5,420
    )Cash flows from investing activities:Property, plant and equipment additions, net of equity AFUDC*
    
    
    (56,189
    )
    
    
    (22,333
    )Disposal of property, plant and equipment
    
    
    5,401
    
    
    
    1,726Advances to affiliates, net
    
    
    140,067
    
    
    
    (38,757
    )Purchase of ARO trust investments
    
    
    (5,696
    )
    
    
    (8,041
    )Proceeds from sale of ARO trust investments
    
    
    3,391
    
    
    
    10,237Other, net
    
    
    105
    
    
    
    (727
    )Net cash provided by (used in) investing activities
    
    
    87,079
    
    
    
    (57,895
    )Net increase (decrease) in cash
    
    
    78
    
    
    
    (227
    )Cash at beginning of period
    
    
    108
    
    
    
    428Cash at end of period
    
    $
    186
    
    
    $
    201
 
 *       Increases to property, plant and equipment
    
    $
    (38,377
    )
    
    $
    (22,398
    )Changes in related accounts payable and accrued liabilities
    
    
    (17,812
    )
    
    
    65Property, plant and equipment additions, net of equity AFUDC
    
    $
    (56,189
    )
    
    $
    (22,333
    )Supplemental disclosures of significant non-cash transactions:Loans to Parent reclassified to equity
    
    $
    
    
    
    $
    (1,911
    )
  8




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TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
 
 NOTED TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION.
  General.
     9




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2. RESTATEMENT AND CHANGE IN REPORTING ENTITY.
   10




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3. CONTINGENT LIABILITIES AND COMMITMENTS.
 Rate Matters.
    Environmental Matters.
   11




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12




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Safety Matters.
 Pipeline Integrity Regulations .
 Appomattox, Virginia Pipeline Rupture.
 Other Matters.
  Summary.
  Other Commitments.
 Commitments for construction and gas purchases
 13




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4. DEBT, FINANCING ARRANGEMENT AND LEASES.
 Revolving Credit and Letter of Credit Facility.
      14




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5. FAIR VALUE MEASUREMENTS.
   
    
    Level 1  Quoted prices in active markets for identical assets or liabilities that we
have the ability to access. Active markets are those in which transactions for the asset
or liability occur in sufficient frequency and volume to provide pricing information on an
ongoing basis. Our Level 1 consists of financial instruments in our ARO Trust totaling
$24.6 million at March 31, 2010. These financial instruments include money market funds,
U.S. equity funds, international equity funds and municipal bond funds.
    
    Level 2  Inputs are other than quoted prices in active markets included in Level 1,
that are either directly or indirectly observable. These inputs are either directly
observable in the marketplace or indirectly observable through corroboration with market
data for substantially the full contractual term of the asset or liability being measured.
We do not have any Level 2 measurements.
    
    Level 3  Includes inputs that are not observable for which there is little, if any
market activity for the asset or liability being measured. These inputs reflect
managements best estimate of the assumptions market participants would use in determining
fair value. We do not have any Level 3 measurements.
  15




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6. FINANCIAL INSTRUMENTS AND GUARANTEES.
 Fair value of financial instruments.
 March 31, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash
    
    $
    186
    
    
    $
    186
    
    
    $
    108
    
    
    $
    108Short-term financial assets
    
    
    96,112
    
    
    
    96,112
    
    
    
    
    
    
    
    Long-term financial assets
    
    
    331
    
    
    
    331
    
    
    
    373
    
    
    
    373Financial liabilities:Long-term debt, including current portion
    
    
    1,279,056
    
    
    
    1,428,327
    
    
    
    1,278,770
    
    
    
    1,417,300
   7. TRANSACTIONS WITH AFFILIATES.
    16




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17




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8. COMPREHENSIVE INCOME.
  Three MonthsEnded March 31,2010
    
    
    2009*(Restated)Net income
    
    $
    75,994
    
    
    $
    80,414Equity interest in unrealized gain/(loss) on
interest rate hedge
    
    
    23
    
    
    
    84Total comprehensive income
    
    $
    76,017
    
    
    $
    80,498
 
 *
    
    Prior year amount has been restated to reflect accounting for pension and postretirement
benefit obligations on a multi-employer accounting model (see Note 2 of Notes to the Consolidated
Financial Statements). The effect of the restatement decreased Total Comprehensive Income by $2.7
million for the three months ended March 31, 2009. 
 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 General.
  RESULTS OF OPERATIONS.
 Operating Income and Net Income.
 Operating income Net income Operating income Operating Costs and Expenses Operating
Revenues Net income Other (Income) and Other Deductions.
 Transportation Revenues.
 Operating revenues Natural gas transportation
 18




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Three MonthsEnded March 31,Transco System Deliveries (TBtu)
    
    2010
    
    
    2009Market-area deliveries:Long-haul transportation
    
    
    138.4
    
    
    
    188.5Market-area transportation
    
    
    413.3
    
    
    
    315.5Total market-area deliveries
    
    
    551.7
    
    
    
    504.0Production-area transportation
    
    
    34.4
    
    
    
    45.7Total system deliveries
    
    
    586.1
    
    
    
    549.7Average Daily Transportation Volumes (TBtu)
    
    
    6.5
    
    
    
    6.1Average Daily Firm Reserved Capacity (TBtu)
    
    
    7.0
    
    
    
    7.0
 Sales Revenues.
   19




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Operating revenues Natural gas sales
 Storage Revenues.
 Operating revenues Natural gas storage
 Other Revenues.
 Operating revenues Other
 Other Operating Costs and Expenses.
 ost of natural gas sales
 
    
    A $1.8 million (3.0 percent) decrease in Operation and maintenancecosts primarily
resulting from:
 
    
    A $4.7 million decrease related to miscellaneous contractual services, other outside
services, helicopter and aircraft usage, and contract labor primarily related to
Hurricane Ike damages assessment incurred in 2009;
    
    Partially offset by a $3.1 million increase related to labor and labor related
costs, primarily higher salaries and other incentive compensation costs; and
 
    
    A decrease in Administrative and generalcosts of $5.2 million (12.9 percent) primarily
resulting from:
 
    
    A $5.6 million decrease related to labor and labor related costs, primarily lower
incentive compensation costs and pension costs;
    
    A $1.0 million decrease due to the absence of the 2009 increase to charges
associated with a 2008 pipeline rupture;
    
    Partially offset by a $1.4 million increase in allocated corporate expenses; and
    
    A $0.7 million increase in external legal expenses.
 20




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
    
    A decrease in Other expense, netof $0.2 million (14.3 percent) primarily resulting
from:
 
    
    A $5.0 million gain on the sale of Hester base gas. In October 2008, the FERC
granted us authorization to abandon our Hester Storage Field. As part of the
abandonment, we are selling the base gas. One of the provisions of the settlement of
our Docket No. RP06-569 rate case (See Note 3 of Notes to the Consolidated Financial
Statements) requires that Transco share 45 percent of the gain on the sale of the base
gas with its customers;
    
    Partially offset by a $2.7 million increase in expense for charges related to a
regulatory liability for the over collection of post employment benefits other than
pension costs to be returned to our customers. This amount is offset in revenues and
therefore has no impact on operating income or results from operations;
    
    A $0.9 million increase related to ARO costs; and
    
    A $0.5 million increase in project development costs.
 
    
    Partially offset by an increase in Cost of natural gas transportationof $1.8 million
(26.9 percent) primarily resulting from:
 
    
    A $2.6 million increase due to higher electric power costs in 2010. Electric power
costs are recovered from customers through transportation rates resulting in no net
impact on our operating income or results of operations;
    
    Partially offset by $0.5 million lower fuel expense in 2010 resulting from more
favorable pricing differentials between cost recoveries at spot prices and expenses
recognized at weighted average prices than those realized in 2009; and
    
    A $0.3 million decrease due to lower gas supply expense resulting from a settlement
of an imbalance recorded in 2009; and
 
    
    An increase in Depreciation and amortizationcosts of $1.6 million (2.6 percent)
primarily resulting from an increase in the depreciation base due to additional plant
placed in-service;
 Other (Income) and Other Deductions.
 Other (income) and other deductions
 
    
    Higher Miscellaneous other (income) deductions, netof $2.5 million primarily due to a
lower amount of reimbursements for tax gross-up related to reimbursable projects;
    
    A decrease in Interest income affiliatesof $2.1 million due to overall lower average
advances to affiliates in 2010 as compared to the same period in 2009 and a lower rate on
the note advance to WPZ;
 21




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
    
    Partially offset by higher Allowance for equity and borrowed funds used during
construction(AFUDC) of $0.5 million due to higher construction spending in 2010 as
compared to 2009.
 Capital Expenditures.
  Mobile Bay South Expansion Project.
 Mobile Bay South II Expansion Project.
 85 North Expansion Project
 Pascagoula Expansion Project.
 Mid-South Expansion Project
 Mid-Atlantic Connector Project.
 22




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Rockaway Delivery Lateral Project
 Northeast Connector Project
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 ITEM 4T. Controls and Procedures.
    23




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Evaluation of Disclosure Controls and Procedures
  First Quarter 2010 Changes in Internal Controls
  
 PART II  OTHER INFORMATION.
 
   
   
 ITEM 6. EXHIBITS.
  Exhibit Number
    
    Description3.1
    
    Certificate of Conversion and Certificate of Formation,
dated December 24, 2008 and effective on December 31, 2008
(filed on February 26, 2009 as Exhibit 3.1 to the companys
Form 10-K), and incorporated herein by reference.3.2
    
    Operating Agreement of Transco dated December 31, 2008
(filed on February 26, 2009 as Exhibit 3.2 to the Companys
Form 10-K), and incorporated herein by reference.
 24




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Exhibit Number
    
    Description10.1
    
    Credit Agreement, dated as of February 17, 2010, by and
among Williams Partners L.P., Transcontinental Gas Pipe
Line Company, LLC, Northwest Pipeline GP, the lenders party
thereto and Citibank, N.A., as Administrative Agent (filed
as Exhibit 10.5 to Williams Partners L.P.s Current Report
on Form 8-K, filed on February 22, 2010 (File No.
001-32599) and incorporated by reference as Item 10.1 to
our Form 8-K filed February 22, 2010).10.2
    
    Administrative Services Agreement, dated as of February 17,
2010, by and between Transco Pipeline Services LLC and
Transcontinental Gas Pipe Line Company, LLC (filed as
Exhibit 10.3 to Williams Partners L.P.s Current Report on
Form 8-K, filed on February 22, 2010 (File No. 001-32599)
and incorporated by reference as Item 10.2 to our Form 8-K
filed February 22, 2010).31.1*
    
    Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002.32 **
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 25




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TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
(Registrant)Dated: May 5, 2010
    By:
    /s/ Jeffrey P. HeinrichsJeffrey P. HeinrichsController and Assistant Treasurer
(Principal Accounting Officer) 26




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EXHIBIT INDEX.
 Exhibit Number
    
    Description3.1
    
    Certificate of Conversion and Certificate of Formation,
dated December 24, 2008 and effective on December 31, 2008
(filed on February 26, 2009 as Exhibit 3.1 to the companys
Form 10-K), and incorporated herein by reference.3.2
    
    Operating Agreement of Transco dated December 31, 2008
(filed on February 26, 2009 as Exhibit 3.2 to the Companys
Form 10-K), and incorporated herein by reference.10.1
    
    Credit Agreement, dated as of February 17, 2010, by and
among Williams Partners L.P., Transcontinental Gas Pipe
Line Company, LLC, Northwest Pipeline GP, the lenders party
thereto and Citibank, N.A., as Administrative Agent (filed
as Exhibit 10.5 to Williams Partners L.P.s Current Report
on Form 8-K, filed on February 22, 2010 (File No.
001-32599) and incorporated by reference as Item 10.1 to
our Form 8-K filed February 22, 2010).10.2
    
    Administrative Services Agreement, dated as of February 17,
2010, by and between Transco Pipeline Services LLC and
Transcontinental Gas Pipe Line Company, LLC (filed as
Exhibit 10.3 to Williams Partners L.P.s Current Report on
Form 8-K, filed on February 22, 2010 (File No. 001-32599)
and incorporated by reference as Item 10.2 to our Form 8-K
filed February 22, 2010).31.1*
    
    Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002.32 **
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 27