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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 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
    
    74-1079400(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2800 Post Oak BoulevardP. O. Box 1396Houston, 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 definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
 Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o 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 and nine months
ended September 30, 2009 and 2008
    
    
    5Condensed Consolidated Balance Sheet as of September 30, 2009 and
December 31, 2008
    
    
    6Condensed Consolidated Statement of Cash Flows for the nine months
ended September 30, 2009 and 2008
    
    
    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. Controls and Procedures
    
    
    23PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    27EX-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 the current
economic slowdown and the disruption of 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;
    
    Costs of, changes in, or the results of laws, government regulations (including
proposed climate change legislation), environmental liabilities, litigation and rate
proceedings;
    
    Our costs and funding obligations for defined benefit pension plans and other
postretirement benefit plans;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Our exposure to the credit risk of our customers;
    
    Risks related to strategy and financing, including restrictions stemming from our
debt agreements and future changes in our credit ratings and the availability and cost of
credit;
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
    
    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 Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated)
    
    
    
    
    
    
    (Restated)Operating Revenues:Natural gas sales
    
    $
    17,350
    
    
    $
    42,631
    
    
    $
    80,693
    
    
    $
    113,282Natural gas transportation
    
    
    218,320
    
    
    
    219,697
    
    
    
    664,816
    
    
    
    675,679Natural gas storage
    
    
    36,160
    
    
    
    35,930
    
    
    
    108,516
    
    
    
    109,482Other
    
    
    1,291
    
    
    
    1,176
    
    
    
    21,595
    
    
    
    7,210Total operating revenues
    
    
    273,121
    
    
    
    299,434
    
    
    
    875,620
    
    
    
    905,653Operating Costs and Expenses:Cost of natural gas sales
    
    
    17,319
    
    
    
    42,630
    
    
    
    80,661
    
    
    
    113,354Cost of natural gas transportation
    
    
    3,024
    
    
    
    (138
    )
    
    
    12,873
    
    
    
    3,676Operation and maintenance
    
    
    62,366
    
    
    
    55,091
    
    
    
    183,694
    
    
    
    165,973Administrative and general
    
    
    39,875
    
    
    
    39,141
    
    
    
    120,157
    
    
    
    114,885Depreciation and amortization
    
    
    61,591
    
    
    
    58,254
    
    
    
    183,297
    
    
    
    171,404Taxes  other than income taxes
    
    
    11,098
    
    
    
    13,204
    
    
    
    35,516
    
    
    
    37,304Other (income) expense, net
    
    
    3,674
    
    
    
    (6,209
    )
    
    
    7,677
    
    
    
    (13,731
    )Total operating costs and expenses
    
    
    198,947
    
    
    
    201,973
    
    
    
    623,875
    
    
    
    592,865Operating Income
    
    
    74,174
    
    
    
    97,461
    
    
    
    251,745
    
    
    
    312,788Other (Income) and Other Deductions:Interest expense
    
    
    23,633
    
    
    
    23,811
    
    
    
    70,671
    
    
    
    72,633Interest income  affiliates
    
    
    (5,245
    )
    
    
    (5,210
    )
    
    
    (14,543
    )
    
    
    (16,948
    )Allowance for equity and borrowed funds
used during construction (AFUDC)
    
    
    (4,024
    )
    
    
    (1,678
    )
    
    
    (8,958
    )
    
    
    (4,546
    )Equity in earnings of unconsolidated
affiliates
    
    
    (1,612
    )
    
    
    (1,533
    )
    
    
    (4,517
    )
    
    
    (4,492
    )Miscellaneous other income, net
    
    
    (673
    )
    
    
    (1,644
    )
    
    
    (3,622
    )
    
    
    (5,184
    )Total other (income) and other
deductions
    
    
    12,079
    
    
    
    13,746
    
    
    
    39,031
    
    
    
    41,463Income before Income Taxes
    
    
    62,095
    
    
    
    83,715
    
    
    
    212,714
    
    
    
    271,325Provision for Income Taxes
    
    
    
    
    
    
    31,442
    
    
    
    
    
    
    
    102,767Net Income
    
    $
    62,095
    
    
    $
    52,273
    
    
    $
    212,714
    
    
    $
    168,558
  5




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September 30,
    
    
    December 31,2009
    
    
    2008(Restated)ASSETSCurrent Assets:Cash
    
    $
    114
    
    
    $
    428Receivables:Affiliates
    
    
    17,531
    
    
    
    3,427Advances to affiliates
    
    
    243,454
    
    
    
    186,249Others, less allowance of $413 ($424 in 2008)
    
    
    94,219
    
    
    
    91,540Transportation and exchange gas receivables
    
    
    2,922
    
    
    
    10,649Inventories
    
    
    66,553
    
    
    
    87,891Regulatory assets
    
    
    77,295
    
    
    
    86,361Other
    
    
    16,977
    
    
    
    10,253Total current assets
    
    
    519,065
    
    
    
    476,798Investments, at cost plus equity in undistributed earnings
    
    
    45,555
    
    
    
    44,484Property, Plant and Equipment:Natural gas transmission plant
    
    
    7,233,421
    
    
    
    7,071,491Less-Accumulated depreciation and amortization
    
    
    2,430,603
    
    
    
    2,294,112Total property, plant and equipment, net
    
    
    4,802,818
    
    
    
    4,777,379Other Assets:Regulatory assets
    
    
    219,774
    
    
    
    219,472Other
    
    
    53,846
    
    
    
    46,306Total other assets
    
    
    273,620
    
    
    
    265,778Total assets
    
    $
    5,641,058
    
    
    $
    5,564,439
  6




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September 30,
    
    
    December 31,2009
    
    
    2008(Restated)LIABILITIES AND OWNERS EQUITYCurrent Liabilities:Payables:Affiliates
    
    $
    20,286
    
    
    $
    14,841Other
    
    
    100,132
    
    
    
    126,667Transportation and exchange gas payables
    
    
    2,830
    
    
    
    2,851Accrued liabilities
    
    
    114,822
    
    
    
    144,046Reserve for rate refunds
    
    
    1,296
    
    
    
    14,362Total current liabilities
    
    
    239,366
    
    
    
    302,767Long-Term Debt
    
    
    1,278,489
    
    
    
    1,277,679Other Long-Term Liabilities:Asset retirement obligations
    
    
    234,677
    
    
    
    229,360Regulatory liabilities
    
    
    65,295
    
    
    
    49,808Accrued employee benefits
    
    
    156,344
    
    
    
    164,799Other
    
    
    20,456
    
    
    
    13,487Total other long-term liabilities
    
    
    476,772
    
    
    
    457,454Contingent liabilities and commitments (Note 3)Owners Equity:Members capital
    
    
    1,652,434
    
    
    
    1,652,430Retained earnings
    
    
    2,157,724
    
    
    
    2,045,010Accumulated other comprehensive loss
    
    
    (163,727
    )
    
    
    (170,901
    )Total owners equity
    
    
    3,646,431
    
    
    
    3,526,539Total liabilities and owners equity
    
    $
    5,641,058
    
    
    $
    5,564,439
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Nine Months Ended September 30,2009
    
    
    2008(Restated)Cash flows from operating activities:Net income
    
    $
    212,714
    
    
    $
    168,558Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    184,299
    
    
    
    172,596Deferred income taxes
    
    
    
    
    
    
    83,887(Gain)/loss on sale of property, plant and equipment
    
    
    
    
    
    
    (10,542
    )Allowance
for equity funds used during construction (Equity AFUDC)
    
    
    (5,860
    )
    
    
    (3,191
    )Changes in operating assets and liabilities:Receivables  affiliates
    
    
    (14,100
    )
    
    
    4,044 others
    
    
    (2,830
    )
    
    
    (37,444
    )Transportation and exchange gas receivables
    
    
    7,727
    
    
    
    1,805Inventories
    
    
    21,338
    
    
    
    (5,136
    )Payables  affiliates
    
    
    (11,584
    )
    
    
    (244
    ) others
    
    
    (53,693
    )
    
    
    (130,790
    )Transportation and exchange gas payables
    
    
    (21
    )
    
    
    (2,551
    )Accrued liabilities
    
    
    (24,016
    )
    
    
    (77,066
    )Reserve for rate refunds
    
    
    (13,066
    )
    
    
    57,025Other, net
    
    
    20,759
    
    
    
    (56,401
    )Net cash provided by operating activities
    
    
    321,667
    
    
    
    164,550Cash flows from financing activities:Additions to long-term debt
    
    
    
    
    
    
    424,332Retirement of long-term debt
    
    
    
    
    
    
    (350,000
    )Debt issue costs
    
    
    
    
    
    
    (2,009
    )Change in cash overdrafts
    
    
    9,591
    
    
    
    28,081Cash dividends and distributions
    
    
    (100,000
    )
    
    
    (165,000
    )Net cash used in financing activities
    
    
    (90,409
    )
    
    
    (64,596
    )Cash flows from investing activities:Property, plant and equipment additions, net of equity AFUDC *
    
    
    (160,945
    )
    
    
    (136,681
    )Advances to affiliates, net
    
    
    (57,205
    )
    
    
    32,908Advances to others, net
    
    
    132
    
    
    
    152Purchase of ARO trust investments
    
    
    (37,455
    )
    
    
    (23,966
    )Proceeds from sale of ARO trust investments
    
    
    32,912
    
    
    
    11,765Other, net
    
    
    (9,011
    )
    
    
    15,885Net cash used in investing activities
    
    
    (231,572
    )
    
    
    (99,937
    )Net increase (decrease) in cash
    
    
    (314
    )
    
    
    17Cash at beginning of period
    
    
    428
    
    
    
    119Cash at end of period
    
    $
    114
    
    
    $
    136_______________* Increases to property, plant and equipment
    
    $
    (190,484
    )
    
    $
    (125,698
    )Changes in related accounts payable and accrued liabilities
    
    
    29,539
    
    
    
    (10,983
    )Property, plant and equipment additions, net of equity AFUDC
    
    $
    (160,945
    )
    
    $
    (136,681
    )
  8




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




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Accounting Standards Issued But Not Yet Adopted
  Subsequent Events
  2. CHANGE IN REPORTING ENTITIES
  10




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3. CONTINGENT LIABILITIES AND COMMITMENTS
 Rate Matters
    11




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Legal Proceedings
  Environmental Matters
    12




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13




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Safety Matters
 Pipeline Integrity Regulations.
 Appomattox, Virginia Pipeline Rupture.
 Other Matters
  Summary
  Other Commitments
 Commitments for construction and gas purchases.
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4. DEBT AND FINANCING ARRANGEMENTS
 Revolving Credit and Letter of Credit Facility
  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 amounting to
$20.6 million at September 30, 2009. 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.
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6. FINANCIAL INSTRUMENTS AND GUARANTEES
 Fair value of financial instruments
 September 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueFinancial assets:Cash
    
    $
    114
    
    
    $
    114
    
    
    $
    428
    
    
    $
    428Short-term financial assets
    
    
    243,978
    
    
    
    243,978
    
    
    
    186,638
    
    
    
    186,638Long-term financial assets
    
    
    523
    
    
    
    523
    
    
    
    655
    
    
    
    655Financial liabilities:Long-term debt, including
current portion
    
    
    1,278,489
    
    
    
    1,402,496
    
    
    
    1,277,679
    
    
    
    1,154,943
    Guarantees
 7. TRANSACTIONS WITH AFFILIATES
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8. COMPREHENSIVE INCOME
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated)
    
    
    
    
    
    (Restated)Net income
    
    $
    62,095
    
    
    $
    52,273
    
    
    $
    212,714
    
    
    $
    168,558Equity interest in unrealized gain/(loss) on interest rate
hedge, net of tax in 2008
    
    
    8
    
    
    
    (168
    )
    
    
    268
    
    
    
    43Pension benefits, net of tax in 2008Amortization of prior service credit
    
    
    (7
    )
    
    
    (122
    )
    
    
    (20
    )
    
    
    (366
    )Amortization of net actuarial loss
    
    
    2,313
    
    
    
    428
    
    
    
    6,926
    
    
    
    1,283Total comprehensive income
    
    $
    64,409
    
    
    $
    52,411
    
    
    $
    219,888
    
    
    $
    169,518
 
 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 Natural gas transportation Cost of natural gas transportation, Operation and maintenance Administrative and general Depreciation and amortization , Other Net income Provision for income taxes Operating income
 Transportation Revenues
 Operating revenues: Natural gas transportation
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Nine monthsEnded September 30,Transco System Deliveries (TBtu)
    
    2009
    
    2008Market-area deliveries:Long-haul transportation
    
    
    502.0
    
    
    
    577.6Market-area transportation
    
    
    765.5
    
    
    
    699.6Total market-area deliveries
    
    
    1,267.5
    
    
    
    1,277.2Production-area transportation
    
    
    146.4
    
    
    
    150.8Total system deliveries
    
    
    1,413.9
    
    
    
    1,428.0Average Daily Transportation Volumes (TBtu)
    
    
    5.2
    
    
    
    5.2Average Daily Firm Reserved Capacity (TBtu)
    
    
    6.8
    
    
    
    6.8
 Sales Revenues
  19




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Operating revenues: Natural gas sales
 Storage Revenues
 Operating revenues: Natural gas storage
 Other Revenues
 Operating revenues: Other
 Operating Costs and Expenses
 Cost of natural gas sales
 
    
    An increase in Cost of natural gas transportationcosts of $9.2 million (248.6 percent)
primarily resulting from:
 
    
    A $12.5 million increase due to higher fuel expense in 2009 resulting
from less favorable pricing differentials between cost recoveries at spot prices and
expenses recognized at weighted average prices in 2009;
    
    A $1.6 million increase associated with the write-off of certain
receivables; and
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
    
    Partially offset by $4.9 million lower electric power costs in 2009.
Electric power costs are recovered from customers through transportation rates
resulting in no net impact on our operating income or results of operations.
 
    
    An increase in Operation and maintenancecosts of $17.7 million (10.7 percent) primarily
resulting from:
 
    
    A $7.9 million increase related to miscellaneous contractual services,
other outside services, helicopter and aircraft usage, boat usage, and contract
labor primarily related to Hurricane Ike damage assessment;
    
    A $5.8 million increase related to labor and labor related costs,
primarily higher salaries, other incentive compensation costs, and pension costs;
and
    
    A $4.0 million net increase in various other costs.
 
    
    An increase in Administrative and generalcosts of $5.3 million (4.6 percent) primarily
resulting from:
 
    
    A $6.9 million increase related to labor and labor related costs,
primarily higher salaries, other incentive compensation costs, and pension
costs;
    
    A $3.4 million increase in allocated corporate expenses;
    
    Partially offset by $2.7 million lower charges associated with a 2008
pipeline rupture; and
    
    A $1.4 million decrease in information systems costs.
 
    
    An increase in Depreciation and amortizationcosts of $11.9 million (6.9 percent)
primarily resulting from rate adjustments recorded in March 2008, for the period March 2007
through July 2007, due to final settlement rates, an increase in ARO depreciation expense,
and an increase in the depreciation base due to additional plant placed in-service.
    
    An increase in Other (income) expenses, netof $21.4 million (156.2 percent) in expense
primarily resulting from:
 
    
    The absence of a $10.4 million gain recognized in 2008 related to the
sale of our South Texas assets;
    
    The absence of a $9.5 million gain recognized in 2008 related to the sale
of Eminence top gas sold in 2007. In 2007, the gain was deferred pending a FERC
Order on our March 2007 fuel tracker filing, which was issued in May 2008; and
    
    A $3.0 million increase in project development costs.
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Other (Income) and Other Deductions
 Other (income) and other deductions
 
    
    Higher Allowance for equity and borrowed funds used during construction (AFUDC)of
$4.5 million due to higher construction spending in 2009 as compared to 2008;
    
    Lower Interest expenseof $1.9 million primarily due to a decrease in interest expense
on rate refunds partially offset by an increase in interest on long-term debt;
    
    Partially offsetting these were a decrease in Interest income  affiliatesof $2.4
million due to overall lower average advances to affiliates in 2009 as compared to the
same period in 2008; and
    
    Lower Miscellaneous other income, netof $1.6 million primarily due to decrease in
AFUDC equity gross-up as we no longer provide for income taxes.
 Provision for Income Taxes
 Provision for Income Taxes
 Capital Expenditures
  Sentinel Expansion Project.
 Pascagoula Expansion Project.
 Mobile Bay South Expansion Project.
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Mobile Bay South II Expansion Project.
 85 North Expansion Project.
 Eminence Enhancement Project.
 Rockaway Delivery Lateral Project.
 Northeast Connector Project.
 Property Insurance Changes
  
 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
  Third-Quarter 2009 Changes in Internal Controls
  
  
   
   We are subject to risks associated with climate change.
  24




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Our operations are subject to governmental laws and regulations relating to the protection of the
environment, including those relating to climate change, which may expose us to significant costs
and liabilities and could exceed our current expectations.
  
    
    the Federal Clean Air Act and analogous state laws, which impose obligations related
to air emissions;
    
    the Federal Water Pollution Control Act of 1972, as renamed and amended as the Clean
Water Act (CWA) and analogous state laws, which regulate discharge of wastewaters from
our facilities to state and federal waters;
    
    the Federal Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA), and analogous state laws that regulate the cleanup of hazardous substances
that may have been released at properties currently or previously owned or operated by
us or locations to which we have sent wastes for disposal; and
    
    the Federal Resource Conservation and Recovery Act (RCRA) and analogous state laws
that impose requirements for the handling and discharge of solid and hazardous waste
from our facilities.
   25




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##### Table of Contents



We may be subject to legislative and regulatory responses to climate change with which compliance
may be costly.
   26




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##### Table of Contents



Our assets and operations can be affected by weather and other natural phenomena.
   
   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.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. 27




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##### Table of Contents



TRANSCONTINENTAL GAS PIPE LINE
COMPANY, LLC (Registrant)Dated:  October 29, 2009
    By
    
    /s/ Jeffrey P. HeinrichsJeffrey P. Heinrichs
Controller and Assistant Treasurer
(Principal Accounting Officer) 28




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##### Table of Contents



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.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. 29