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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 September 30, 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
    
    74-1079400(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2800 Post Oak BoulevardHouston, Texas
    
    77056(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 INSTRUCTION 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, 2010 and 2009
    
    
    5Condensed Consolidated Balance Sheet as of September 30, 2010 and December 31, 2009
    
    
    6Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2010 and 2009
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 4. Control and Procedures
    
    
    23PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    25EX-3.2EX-31.1EX-31.2EX-32
  Forward Looking Statements
   2




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managements beliefs and assumptions and on
information currently available to management and include, among others, statements regarding:
 
    
    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;
 
    
    Costs of, changes in, or the results of laws, government regulations (including proposed
climate change legislation and/or potential additional regulation of drilling and
completion of wells), 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 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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Operating Revenues:Natural gas sales
    
    $
    34,829
    
    
    $
    17,350
    
    
    $
    78,256
    
    
    $
    80,693Natural gas transportation
    
    
    233,212
    
    
    
    218,320
    
    
    
    690,865
    
    
    
    664,816Natural gas storage
    
    
    36,328
    
    
    
    36,160
    
    
    
    109,818
    
    
    
    108,516Other
    
    
    694
    
    
    
    1,724
    
    
    
    3,854
    
    
    
    22,962Total operating revenues
    
    
    305,063
    
    
    
    273,554
    
    
    
    882,793
    
    
    
    876,987Operating Costs and Expenses:Cost of natural gas sales
    
    
    34,829
    
    
    
    17,319
    
    
    
    78,256
    
    
    
    80,661Cost of natural gas transportation
    
    
    8,692
    
    
    
    3,024
    
    
    
    21,030
    
    
    
    12,873Operation and maintenance
    
    
    56,145
    
    
    
    62,366
    
    
    
    177,606
    
    
    
    183,694Administrative and general
    
    
    38,686
    
    
    
    39,875
    
    
    
    113,857
    
    
    
    120,157Depreciation and amortization
    
    
    62,254
    
    
    
    61,591
    
    
    
    187,250
    
    
    
    183,297Taxes  other than income taxes
    
    
    11,596
    
    
    
    11,098
    
    
    
    35,751
    
    
    
    35,516Other expense, net
    
    
    5,589
    
    
    
    3,674
    
    
    
    9,352
    
    
    
    7,677Total operating costs and expenses
    
    
    217,791
    
    
    
    198,947
    
    
    
    623,102
    
    
    
    623,875Operating Income
    
    
    87,272
    
    
    
    74,607
    
    
    
    259,691
    
    
    
    253,112Other (Income) and Other Deductions:Interest expense
    
    
    23,751
    
    
    
    23,633
    
    
    
    71,031
    
    
    
    70,671Interest income  affiliates
    
    
    (31
    )
    
    
    (5,245
    )
    
    
    (2,209
    )
    
    
    (14,543
    )Allowance for equity and borrowed funds
used during construction (AFUDC)
    
    
    (3,319
    )
    
    
    (4,024
    )
    
    
    (9,150
    )
    
    
    (8,958
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,530
    )
    
    
    (1,612
    )
    
    
    (4,596
    )
    
    
    (4,517
    )Miscellaneous other (income) deductions, net
    
    
    (5,239
    )
    
    
    (240
    )
    
    
    (3,925
    )
    
    
    (2,255
    )Total other (income) and other deductions
    
    
    13,632
    
    
    
    12,512
    
    
    
    51,151
    
    
    
    40,398Income before Income Taxes
    
    
    73,640
    
    
    
    62,095
    
    
    
    208,540
    
    
    
    212,714Provision for Income Taxes
    
    
    169
    
    
    
    
    
    
    
    403
    
    
    
    Net Income
    
    $
    73,471
    
    
    $
    62,095
    
    
    $
    208,137
    
    
    $
    212,714
  5




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September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash
    
    $
    104
    
    
    $
    108Receivables:Affiliates
    
    
    2,906
    
    
    
    5,132Advances to affiliates
    
    
    180,748
    
    
    
    Others, less allowance of $411 ($413 in 2009)
    
    
    95,640
    
    
    
    117,148Transportation and exchange gas receivables
    
    
    5,400
    
    
    
    7,250Inventories
    
    
    60,863
    
    
    
    39,164Regulatory assets
    
    
    60,923
    
    
    
    75,016Other
    
    
    18,184
    
    
    
    11,792Total current assets
    
    
    424,768
    
    
    
    255,610Investments, at cost plus equity in undistributed earnings
    
    
    43,985
    
    
    
    45,488Property, Plant and Equipment:Natural gas transmission plant
    
    
    7,527,972
    
    
    
    7,354,805Less-Accumulated depreciation and amortization
    
    
    2,604,911
    
    
    
    2,474,680Total property, plant and equipment, net
    
    
    4,923,061
    
    
    
    4,880,125Other Assets:Regulatory assets
    
    
    199,457
    
    
    
    197,676Other
    
    
    55,644
    
    
    
    42,884Total other assets
    
    
    255,101
    
    
    
    240,560Total assets
    
    $
    5,646,915
    
    
    $
    5,421,783
  6




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September 30,
    
    
    December 31,2010
    
    
    2009LIABILITIES AND OWNERS EQUITYCurrent Liabilities:PayablesAffiliates
    
    $
    20,498
    
    
    $
    24,409Other
    
    
    79,321
    
    
    
    88,780Transportation and exchange gas payables
    
    
    3,315
    
    
    
    1,434Accrued liabilities
    
    
    90,592
    
    
    
    116,226Reserve for rate refunds
    
    
    62
    
    
    
    564Current maturities of long-term debt
    
    
    299,906
    
    
    
    Total current liabilities
    
    
    493,694
    
    
    
    231,413Long-Term Debt
    
    
    979,740
    
    
    
    1,278,770Other Long-Term Liabilities:Asset retirement obligations
    
    
    224,024
    
    
    
    229,401Regulatory liabilities
    
    
    105,139
    
    
    
    72,021Accrued employee benefits
    
    
    
    
    
    
    6,476Other
    
    
    7,499
    
    
    
    9,145Total other long-term liabilities
    
    
    336,662
    
    
    
    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
    
    
    2,184,514
    
    
    
    2,180,367Accumulated other comprehensive loss
    
    
    (129
    )
    
    
    (718
    )Total owners equity
    
    
    3,836,819
    
    
    
    3,594,557Total liabilities and owners equity
    
    $
    5,646,915
    
    
    $
    5,421,783
  7




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Nine Months Ended September 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    208,137
    
    
    $
    212,714Adjustments to reconcile net income to net cash provided by
(used in) operating activitiesDepreciation and amortization
    
    
    187,224
    
    
    
    184,299Allowance for equity funds used during construction (Equity
AFUDC)
    
    
    (6,307
    )
    
    
    (5,860
    )Changes in operating assets and liabilities:Receivables    affiliates
    
    
    3,717
    
    
    
    (14,100
    )  others
    
    
    21,508
    
    
    
    (2,830
    )Transportation and exchange gas receivables
    
    
    1,850
    
    
    
    7,727Inventories
    
    
    (25,984
    )
    
    
    21,338Payables    affiliates
    
    
    (21,756
    )
    
    
    (11,584
    )  others
    
    
    (5,753
    )
    
    
    (53,693
    )Transportation and exchange gas payables
    
    
    1,881
    
    
    
    (21
    )Accrued liabilities
    
    
    14
    
    
    
    (24,016
    )Reserve for rate refunds
    
    
    (502
    )
    
    
    (13,066
    )Other, net
    
    
    26,072
    
    
    
    20,759Net cash provided by operating activities
    
    
    390,101
    
    
    
    321,667Cash flows from financing activities:Change in cash overdrafts
    
    
    2,545
    
    
    
    9,591Cash distributions
    
    
    (203,791
    )
    
    
    (100,000
    )Net cash used in financing activities
    
    
    (201,246
    )
    
    
    (90,409
    )Cash flows from investing activities:Property, plant and equipment additions, net of equity AFUDC*
    
    
    (237,037
    )
    
    
    (160,945
    )Disposal of property, plant and equipment, net
    
    
    7,416
    
    
    
    (9,059
    )Advances to affiliates, net
    
    
    55,089
    
    
    
    (57,205
    )Purchase of ARO trust investments
    
    
    (37,693
    )
    
    
    (37,455
    )Proceeds from sale of ARO trust investments
    
    
    23,695
    
    
    
    32,912Other, net
    
    
    (329
    )
    
    
    180Net cash used in investing activities
    
    
    (188,859
    )
    
    
    (231,572
    )Net decrease in cash
    
    
    (4
    )
    
    
    (314
    )Cash at beginning of period
    
    
    108
    
    
    
    428Cash at end of period
    
    $
    104
    
    
    $
    114*   Increases to property, plant and equipment
    
    $
    (222,983
    )
    
    $
    (190,484
    )Changes in related accounts payable and accrued liabilities
    
    
    (14,054
    )
    
    
    29,539Property, plant and equipment additions, net of equity AFUDC
    
    $
    (237,037
    )
    
    $
    (160,945
    )Supplemental disclosures of significant non-cash transactions:Loans to Parent reclassified to equity
    
    $
    
    
    
    $
    (11,568
    )
  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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2. RESTATEMENT.
  3. CONTINGENT LIABILITIES AND COMMITMENTS.
 Rate Matters.
  10




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Environmental Matters.
    11




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2  2
 2 2
  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
 4. DEBT AND FINANCING ARRANGEMENTS.
 Revolving Credit and Letter of Credit Facility.
     14




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Current Maturities of Long-Term Debt.
  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
$37.0 million at September 30, 2010 and $22.0 million at December 31, 2009. These
financial instruments include the following (in millions);
 September 30,
    
    
    December 31,2010
    
    
    2009Money market funds
    
    $
    2.5
    
    
    $
    0.2U.S. equity funds
    
    
    15.6
    
    
    
    10.5International equity funds
    
    
    5.7
    
    
    
    3.0Municipal bond funds
    
    
    13.2
    
    
    
    8.3Total
    
    $
    37.0
    
    
    $
    22.0
 
    
    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.
 15




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
    
    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.
  6. FINANCIAL INSTRUMENTS.
 Fair value of financial instruments.
 September 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash
    
    $
    104
    
    
    $
    104
    
    
    $
    108
    
    
    $
    108Short-term financial assets
    
    
    180,944
    
    
    
    180,944
    
    
    
    
    
    
    
    ARO Trust Investments
    
    
    37,022
    
    
    
    37,022
    
    
    
    21,977
    
    
    
    21,977Long-term financial assets
    
    
    172
    
    
    
    172
    
    
    
    373
    
    
    
    373Financial liabilities:Long-term debt, including current portion
    
    
    1,279,646
    
    
    
    1,459,833
    
    
    
    1,278,770
    
    
    
    1,417,300
   7. TRANSACTIONS WITH AFFILIATES.
  16




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17




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8. COMPREHENSIVE INCOME.
  Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009*
    
    
    2010
    
    
    2009*(Restated)
    
    
    
    
    
    
    (Restated)Net income
    
    $
    73,471
    
    
    $
    62,095
    
    
    $
    208,137
    
    
    $
    212,714Equity interest in unrealized gain on
interest rate hedge
    
    
    538
    
    
    
    8
    
    
    
    589
    
    
    
    268Total comprehensive income
    
    $
    74,009
    
    
    $
    62,103
    
    
    $
    208,726
    
    
    $
    212,982
 
 *
    
    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 Condensed
Consolidated Financial Statements). The effect of the restatement decreased Total Comprehensive
Income by $2.3 million and $6.9 million for the three and nine months ended September 30, 2009,
respectively. 18




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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 Other Net income Other (Income) and Other Deductions, Operating income.
 Transportation Revenues.
 Operating revenues Natural gas transportation
  19




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Nine MonthsEnded September 30,Transco System Deliveries (TBtu)
    
    2010
    
    
    2009Market-area deliveries:Long-haul transportation
    
    
    335.0
    
    
    
    502.0Market-area transportation
    
    
    1,089.4
    
    
    
    765.5Total market-area deliveries
    
    
    1,424.4
    
    
    
    1,267.5Production-area transportation
    
    
    138.4
    
    
    
    146.4Total system deliveries
    
    
    1,562.8
    
    
    
    1,413.9Average Daily Transportation Volumes (TBtu)
    
    
    5.7
    
    
    
    5.2Average Daily Firm Reserved Capacity (TBtu)
    
    
    7.0
    
    
    
    6.8
 Sales Revenues.
   Operating revenues Natural gas sales
 20




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Storage Revenues.
 Operating revenues Natural gas storage
 Other Revenues.
 Operating revenues Other
 Other Operating Costs and Expenses.
 ost of natural gas sales
 
    
    An increase in Cost of natural gas transportationof $8.1 million (62.8 percent)
primarily resulting from a $9.9 million increase due to higher electric power costs in 2010
partially offset by a $1.4 million decrease due to lower gas supply expense resulting from
a settlement of an imbalance recorded 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; and
    
    An increase in Depreciation and amortizationcosts of $4.0 million (2.2 percent)
primarily resulting from an increase in the depreciation base due to additional plant
placed in-service; and
    
    An increase in Other expense, netof $1.7 million (22.1 percent) primarily resulting
from:
 
    
    A $7.0 million increase in expense for charges related to a regulatory liability
for the over collection of postretirement 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; and
    
    A $1.7 million increase related to ARO costs.
    
    Partially offset by a $7.6 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
Condensed Consolidated Financial Statements) requires that Transco share 45 percent
of the gain on the sale of the base gas with its customers. (Based on operating
conditions, it is possible that we may sell
 21




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additional Hester base gas during the
fourth quarter of 2010. Any sales would be at a level less than the actual sales
made during the first nine months of 2010.)
 
    
    Partially offset by a decrease in Administrative and generalcosts of $6.3 million (5.2
percent) primarily resulting from a decrease related to labor and labor related costs,
primarily lower incentive compensation costs and pension costs; and
    
    A decrease in Operations and maintenance costs of $6.1 million (3.3 percent) primarily
resulting from decreased pension costs.
 Other (Income) and Other Deductions.
 Other (income) and other deductions Interest income affiliates
 Capital Expenditures.
  Mobile Bay South Expansion Project.
 Mobile Bay South II Expansion Project.
 85 North Expansion Project
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Pascagoula Expansion Project.
 Mid-South Expansion Project
 Mid-Atlantic Connector Project.
 Rockaway Delivery Lateral Project
 Northeast Connector Project
 
 ITEM 4. Controls and Procedures.
  23




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Evaluation of Disclosure Controls and Procedures
  Third Quarter 2010 Changes in Internal Controls
  
 PART II  OTHER INFORMATION.
 
   
   24




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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*
    
    Amended and Restated Operating Agreement of
Transcontinental Gas Pipe Line Company, LLC dated February
17, 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: October 28, 2010
    By:
    /s/ Jeffrey P. HeinrichsJeffrey P. HeinrichsController and Assistant Treasurer

(Principal Accounting Officer) 26




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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*
    
    Amended and Restated Operating Agreement of
Transcontinental Gas Pipe Line Company, LLC dated February
17, 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