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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 June 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
  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
(Address of principal executive offices)
    
    77251
(Zip Code)
 Registrants telephone number, including area code (713) 215-2000
 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 accelerated
filer, large 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
    
    Smaller reporting company o(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 Statement of Income for the three and six months
ended June 30, 2009 and 2008
    
    
    5Condensed Balance Sheet as of June 30, 2009 and
December 31, 2008
    
    
    6Condensed Statement of Cash Flows for the six months
ended June 30, 2009 and 2008
    
    
    8Notes to Condensed Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4T. Controls and Procedures
    
    
    22PART II. OTHER INFORMATION
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 6. Exhibits
    
    
    25EX-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
 3




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future changes in our credit ratings 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 Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated)
    
    
    
    
    
    
    (Restated)Operating Revenues:Natural gas sales
    
    $
    50,324
    
    
    $
    40,330
    
    
    $
    63,343
    
    
    $
    70,651Natural gas transportation
    
    
    216,513
    
    
    
    220,125
    
    
    
    446,496
    
    
    
    455,982Natural gas storage
    
    
    35,867
    
    
    
    36,231
    
    
    
    72,356
    
    
    
    73,552Other
    
    
    10,035
    
    
    
    2,907
    
    
    
    20,304
    
    
    
    6,034Total operating revenues
    
    
    312,739
    
    
    
    299,593
    
    
    
    602,499
    
    
    
    606,219Operating Costs and Expenses:Cost of natural gas sales
    
    
    50,324
    
    
    
    40,330
    
    
    
    63,342
    
    
    
    70,724Cost of natural gas transportation
    
    
    3,174
    
    
    
    (1,214
    )
    
    
    9,849
    
    
    
    3,814Operation and maintenance
    
    
    60,678
    
    
    
    55,998
    
    
    
    121,328
    
    
    
    110,882Administrative and general
    
    
    39,962
    
    
    
    41,063
    
    
    
    80,282
    
    
    
    75,744Depreciation and amortization
    
    
    60,781
    
    
    
    58,136
    
    
    
    121,706
    
    
    
    113,150Taxes  other than income taxes
    
    
    11,710
    
    
    
    10,563
    
    
    
    24,418
    
    
    
    24,045Other (income) expense, net
    
    
    2,583
    
    
    
    (10,194
    )
    
    
    4,003
    
    
    
    (7,522
    )Total operating costs and expenses
    
    
    229,212
    
    
    
    194,682
    
    
    
    424,928
    
    
    
    390,837Operating Income
    
    
    83,527
    
    
    
    104,911
    
    
    
    177,571
    
    
    
    215,382Other (Income) and Other Deductions:Interest expense
    
    
    23,549
    
    
    
    24,495
    
    
    
    47,038
    
    
    
    48,822Interest income  affiliates
    
    
    (5,031
    )
    
    
    (6,629
    )
    
    
    (9,298
    )
    
    
    (11,738
    )Allowance for equity and borrowed funds
used during construction (AFUDC)
    
    
    (2,805
    )
    
    
    (1,540
    )
    
    
    (4,934
    )
    
    
    (2,868
    )Miscellaneous other income, net
    
    
    (861
    )
    
    
    (1,431
    )
    
    
    (2,949
    )
    
    
    (3,539
    )Total other (income) and other deductions
    
    
    14,852
    
    
    
    14,895
    
    
    
    29,857
    
    
    
    30,677Income before Income Taxes
    
    
    68,675
    
    
    
    90,016
    
    
    
    147,714
    
    
    
    184,705Provision for Income Taxes
    
    
    
    
    
    
    34,211
    
    
    
    
    
    
    
    70,177Net Income
    
    $
    68,675
    
    
    $
    55,805
    
    
    $
    147,714
    
    
    $
    114,528
  5




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June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent Assets:Cash
    
    $
    647
    
    
    $
    428Receivables:Affiliates
    
    
    6,303
    
    
    
    3,419Advances to affiliates
    
    
    244,027
    
    
    
    186,249Others, less allowance of $413 ($424 in 2008)
    
    
    103,445
    
    
    
    91,309Transportation and exchange gas receivables
    
    
    9,918
    
    
    
    10,649Inventories
    
    
    77,635
    
    
    
    87,891Regulatory assets
    
    
    85,086
    
    
    
    86,361Other
    
    
    23,634
    
    
    
    10,253Total current assets
    
    
    550,695
    
    
    
    476,559Property, Plant and Equipment:Natural gas transmission plant
    
    
    7,115,434
    
    
    
    7,071,491Less-Accumulated depreciation and amortization
    
    
    2,389,079
    
    
    
    2,294,112Total property, plant and equipment, net
    
    
    4,726,355
    
    
    
    4,777,379Other Assets:Regulatory assets
    
    
    220,676
    
    
    
    219,472Other
    
    
    56,588
    
    
    
    46,306Total other assets
    
    
    277,264
    
    
    
    265,778Total assets
    
    $
    5,554,314
    
    
    $
    5,519,716
  6




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June 30,
    
    
    December 31,2009
    
    
    2008LIABILITIES AND OWNERS EQUITYCurrent Liabilities:Payables:Affiliates
    
    $
    12,026
    
    
    $
    25,708Other
    
    
    100,771
    
    
    
    126,667Transportation and exchange gas payables
    
    
    875
    
    
    
    2,851Accrued liabilities
    
    
    111,919
    
    
    
    144,447Reserve for rate refunds
    
    
    2,411
    
    
    
    14,362Total current liabilities
    
    
    228,002
    
    
    
    314,035Long-Term Debt
    
    
    1,278,214
    
    
    
    1,277,679Other Long-Term Liabilities:Asset retirement obligations
    
    
    234,319
    
    
    
    229,360Regulatory liabilities
    
    
    62,246
    
    
    
    49,808Accrued employee benefits
    
    
    151,383
    
    
    
    164,799Other
    
    
    27,288
    
    
    
    13,487Total other long-term liabilities
    
    
    475,236
    
    
    
    457,454Contingent liabilities and commitments (Note 2)Owners Equity:Members capital
    
    
    1,652,430
    
    
    
    1,652,430Retained earnings
    
    
    2,085,646
    
    
    
    1,987,932Accumulated other comprehensive loss
    
    
    (165,214
    )
    
    
    (169,814
    )Total owners equity
    
    
    3,572,862
    
    
    
    3,470,548Total liabilities and owners equity
    
    $
    5,554,314
    
    
    $
    5,519,716
  7




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Six Months EndedJune 30,2009
    
    
    2008(Restated)Cash flows from operating activities:Net income
    
    $
    147,714
    
    
    $
    114,528Adjustments to reconcile net income to net cash provided by (used
in) operating activities:Depreciation and amortization
    
    
    122,365
    
    
    
    113,941Deferred income taxes
    
    
    
    
    
    
    8,154Allowance for equity funds used during construction (Equity AFUDC)
    
    
    (3,240
    )
    
    
    (2,065
    )Changes in operating assets and liabilities:Receivables  affiliates
    
    
    (2,884
    )
    
    
    4,144 others
    
    
    (12,287
    )
    
    
    (230
    )Transportation and exchange gas receivables
    
    
    731
    
    
    
    (5,983
    )Inventories
    
    
    10,256
    
    
    
    (13,204
    )Payables  affiliates
    
    
    (30,711
    )
    
    
    7,872 others
    
    
    (15,753
    )
    
    
    26,184Transportation and exchange gas payables
    
    
    (1,976
    )
    
    
    (1,627
    )Accrued liabilities
    
    
    (15,649
    )
    
    
    (11,748
    )Reserve for rate refunds
    
    
    (11,951
    )
    
    
    59,158Other, net
    
    
    (668
    )
    
    
    (43,226
    )Net cash provided by operating activities
    
    
    185,947
    
    
    
    255,898Cash flows from financing activities:Additions to long-term debt
    
    
    
    
    
    
    424,332Retirement of long-term debt
    
    
    
    
    
    
    (350,000
    )Debt issue costs
    
    
    
    
    
    
    (1,873
    )Change in cash overdrafts
    
    
    (3,658
    )
    
    
    (3,516
    )Cash dividends and distributions
    
    
    (50,000
    )
    
    
    (110,000
    )Net cash used in financing activities
    
    
    (53,658
    )
    
    
    (41,057
    )Cash flows from investing activities:Property, plant and equipment additions, net of equity AFUDC *
    
    
    (67,400
    )
    
    
    (82,434
    )Advances to affiliates, net
    
    
    (57,778
    )
    
    
    (125,563
    )Advances to others, net
    
    
    258
    
    
    
    (24
    )Purchase of ARO trust investments
    
    
    (24,012
    )
    
    
    Proceeds from sale of ARO trust investments
    
    
    16,025
    
    
    
    Other, net
    
    
    837
    
    
    
    (6,819
    )Net cash used in investing activities
    
    
    (132,070
    )
    
    
    (214,840
    )Net increase in cash
    
    
    219
    
    
    
    1Cash at beginning of period
    
    
    428
    
    
    
    119Cash at end of period
    
    $
    647
    
    
    $
    120
 
  *   Increases to property, plant and equipment
    
    $
    (61,217
    )
    
    $
    (72,167
    )Changes in related accounts payable and accrued liabilities
    
    
    (6,183
    )
    
    
    (10,267
    )Property, plant and equipment additions, net of equity AFUDC
    
    $
    (67,400
    )
    
    $
    (82,434
    )
  8




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




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Basis of Presentation
    Recent Accounting Standards
 TM
 Subsequent Events
  2. CONTINGENT LIABILITIES AND COMMITMENTS
 Rate Matters
  10




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Legal Proceedings
  Environmental Matters
  11




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12




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Safety Matters
 Pipeline Integrity Regulations
 Appomattox, Virginia Pipeline Rupture
 Other Matters
  Summary
  13




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Other Commitments
 Commitments for construction and gas purchases
 3. DEBT AND FINANCING ARRANGEMENTS
 Revolving Credit and Letter of Credit Facility
  4. FAIR VALUE MEASUREMENTS
 Adoption of SFAS No. 157
    14




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
    
    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
$21.8 million at June 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.
 5. FINANCIAL INSTRUMENTS AND GUARANTEES
 Fair value of financial instruments
 June 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueFinancial assets:Cash
    
    $
    647
    
    
    $
    647
    
    
    $
    428
    
    
    $
    428Short-term financial assets
    
    
    244,416
    
    
    
    244,416
    
    
    
    186,638
    
    
    
    186,638Long-term financial assets
    
    
    397
    
    
    
    397
    
    
    
    655
    
    
    
    655Financial liabilities:Long-term debt, including
current portion
    
    
    1,278,214
    
    
    
    1,344,517
    
    
    
    1,277,679
    
    
    
    1,154,943
    15




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Guarantees
 6. TRANSACTIONS WITH AFFILIATES
       16




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7. COMPREHENSIVE INCOME
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Restated)
    
    
    
    
    
    
    (Restated)Net income
    
    $
    68,675
    
    
    $
    55,805
    
    
    $
    147,714
    
    
    $
    114,528Pension benefits, net of tax in 2008Amortization of prior service credit
    
    
    (6
    )
    
    
    (122
    )
    
    
    (13
    )
    
    
    (244
    )Amortization of net actuarial loss
    
    
    1,941
    
    
    
    660
    
    
    
    4,613
    
    
    
    855Total comprehensive income
    
    $
    70,610
    
    
    $
    56,343
    
    
    $
    152,314
    
    
    $
    115,139
 
 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 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
 17




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Six monthsEnded June 30,Transco System Deliveries (TBtu)
    
    2009
    
    2008Market-area deliveries:Long-haul transportation
    
    
    363.0
    
    
    
    403.4Market-area transportation
    
    
    507.9
    
    
    
    474.0Total market-area deliveries
    
    
    870.9
    
    
    
    877.4Production-area transportation
    
    
    99.6
    
    
    
    102.1Total system deliveries
    
    
    970.5
    
    
    
    979.5Average Daily Transportation Volumes (TBtu)
    
    
    5.4
    
    
    
    5.4Average Daily Firm Reserved Capacity (TBtu)
    
    
    6.8
    
    
    
    6.8
 Sales Revenues
  18




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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 $6.0 million (157.9 percent)
primarily resulting from:
 o
    
    A $6.4 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,o
    
    A $1.5 million increase associated with the write-off of certain
receivables,o
    
    Partly offset by $1.8 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.
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
    
    An increase in Operation and maintenancecosts of $10.4 million (9.4 percent) primarily
resulting from:
 o
    
    A $4.6 million increase related to miscellaneous contractual services,
other outside services, and contract labor primarily related to Hurricane Ike
damage assessment, ando
    
    A $4.1 million increase related to labor and labor related costs,
primarily higher salaries, other incentive compensation costs, and pension costs.
 
    
    An increase in Administrative and generalcosts of $4.6 million (6.1 percent) primarily
resulting from:
 o
    
    A $5.3 million increase related to labor and labor related costs,
primarily higher salaries, other incentive compensation costs, and pension
costs.
 o
    
    A $1.0 million additional charge associated with a 2008 pipeline rupture,o
    
    Partially offset by a $1.3 million decrease in information systems costs.
 
    
    An increase in Depreciation and amortizationcosts of $8.5 million (7.5 percent)
primarily resulting from rate adjustments recorded in March 2008, for the period March 2007
through July 2007, due to final settlement rates, and an increase in the depreciation base.
 
    
    An increase in Other (income) expenses, netof $11.5 million (153.3 percent) in expense
primarily resulting from:
 o
    
    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
 o
    
    A $2.5 million increase in project development costs.
 Other (Income) and Other Deductions
 Other (income) and other deductions
 Provision for Income Taxes
 Provision for Income Taxes
 Capital Expenditures
  20




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Sentinel Expansion Project
 Pascagoula Expansion Project
 Mobile Bay South Expansion Project
 Mobile Bay South II Expansion Project
 85 North Expansion Project
 Eminence Enhancement Project
 Northeast Supply Project
 21




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Property Insurance Changes
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  
 ITEM 4T. Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Second-Quarter 2009 Changes in Internal Controls Over Financial Reporting
  22




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We are subject to risks associated with climate change.
  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.
  23




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We may be subject to legislative and regulatory responses to climate change with which compliance
may be costly.
  24




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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.
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Exhibit Number
    
    Description31.2*
    
    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. 26




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TRANSCONTINENTAL GAS PIPE LINE
COMPANY, LLC (Registrant)Dated:  August 6, 2009
    By /s/ Jeffrey P. HeinrichsJeffrey P. HeinrichsController and Assistant Treasurer
(Principal Accounting Officer) 27




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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.
 
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    Filed herewith. 28