TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC - FORM 10-Q - April 30, 2015

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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 March 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-7584
 
TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
74-1079400
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
2800 POST OAK BOULEVARD
HOUSTON, TEXAS
 
77056
(Address of principal executive offices)
 
(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  ¨
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  þ   No  ¨
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 filer
 
¨
Accelerated filer
 
¨
Non-accelerated filer
 
þ
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
(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  ¨    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.
 




TRANSCONTINTENTAL GAS PIPE LINE COMPANY, LLC
Index
 
Forward Looking Statements
Certain matters contained in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future are forward-looking statements. Forward-looking statements can be identified by various forms of words or phrases such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “assumes,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “guidance,” “outlook,” “in service date” or other similar expressions. These statements are based on 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;
•
Natural gas prices, supply and demand; and
•
Demand for our services.
Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will

1

determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
•
Availability of supplies, market demand, and volatility of prices;
•
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 and the effects of competition;
•
Whether we are able to successfully identify, evaluate and execute investment opportunities;
•
Development of alternative energy sources;
•
The impact of operational and development hazards and unforeseen interruptions;
•
Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), 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;
•
Our exposure to the credit risks of our customers and counterparties;
•
Risks related to financing, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of capital;
•
Risks associated with weather and natural phenomena including climate conditions;
•
Acts of terrorism, including cybersecurity threats and related disruptions; and
•
Additional risks described in our filings with the Securities and Exchange Commission (SEC).
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014.


2

PART I — FINANCIAL INFORMATION

ITEM 1.
Financial Statements.

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Thousands of Dollars)
(Unaudited)
 
 
Three months ended 
 March 31,
 
 
2015
 
2014
Operating Revenues:
 
 
 
 
Natural gas sales
 
$
21,407

 
$
27,568

Natural gas transportation
 
322,560

 
300,381

Natural gas storage
 
35,145

 
36,595

Other
 
911

 
1,118

Total operating revenues
 
380,023

 
365,662

 
 
 
 
 
Operating Costs and Expenses:
 
 
 
 
Cost of natural gas sales
 
21,407

 
27,568

Cost of natural gas transportation
 
12,895

 
11,203

Operation and maintenance
 
68,283

 
60,433

Administrative and general
 
46,959

 
47,134

Depreciation and amortization
 
66,305

 
69,909

Taxes — other than income taxes
 
12,541

 
12,282

Other expense, net
 
17,815

 
7,451

Total operating costs and expenses
 
246,205

 
235,980

 
 
 
 
 
Operating Income
 
133,818

 
129,682

 
 
 
 
 
Other (Income) and Other Expenses:
 
 
 
 
Interest expense
 
20,807

 
21,959

Allowance for equity and borrowed funds used during construction (AFUDC)
 
(14,652
)
 
(2,982
)
Equity in earnings of unconsolidated affiliates
 
(1,519
)
 
(1,477
)
Miscellaneous other (income) expenses, net
 
364

 
402

Total other (income) and other expenses
 
5,000

 
17,902

 
 
 
 
 
Net Income
 
128,818

 
111,780

 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
Equity interest in unrealized gain (loss) on interest rate hedges (includes $84 for 2015 and $84 for 2014 of accumulated other comprehensive income reclassification for equity interest in realized losses on interest rate hedges)
 
(53
)
 
38

 
 
 
 
 
Comprehensive Income
 
$
128,765

 
$
111,818


See accompanying notes.


3

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
(Unaudited)

 
 
March 31,
2015
 
December 31,
2014
ASSETS
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
Cash
 
$
145

 
$
173

Receivables:
 
 
 
 
Affiliates
 
999

 
654

Advances to affiliate
 
205,249

 
306,910

Trade and other
 
133,815

 
130,735

Transportation and exchange gas receivables
 
3,064

 
3,485

Inventories
 
50,225

 
66,699

Regulatory assets
 
98,815

 
77,810

Other
 
7,204

 
14,683

Total current assets
 
499,516

 
601,149

 
 
 
 
 
Investments, at cost plus equity in undistributed earnings
 
46,547

 
47,050

 
 
 
 
 
Property, Plant and Equipment:
 
 
 
 
Natural gas transmission plant
 
9,928,561

 
9,645,382

Less-Accumulated depreciation and amortization
 
3,313,313

 
3,257,844

Total property, plant and equipment, net
 
6,615,248

 
6,387,538

 
 
 
 
 
Other Assets:
 
 
 
 
Regulatory assets
 
230,102

 
239,080

Other
 
87,289

 
75,066

Total other assets
 
317,391

 
314,146

 
 
 
 
 
Total assets
 
$
7,478,702

 
$
7,349,883


(continued)




See accompanying notes.

4

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
(Unaudited)

 
 
March 31,
2015
 
December 31,
2014
LIABILITIES AND OWNER’S EQUITY
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
Payables:
 
 
 
 
Affiliates
 
$
31,589

 
$
37,688

Trade and other
 
213,356

 
268,740

Transportation and exchange gas payables
 
5,532

 
4,701

Accrued liabilities
 
81,138

 
104,105

Total current liabilities
 
331,615

 
415,234

 
 
 
 
 
Long-Term Debt
 
1,428,531

 
1,428,495

 
 
 
 
 
Other Long-Term Liabilities:
 

 

Asset retirement obligations
 
288,140

 
280,031

Regulatory liabilities
 
340,963

 
326,083

Other
 
61,376

 
35,728

Total other long-term liabilities
 
690,479

 
641,842

 
 
 
 
 
Contingent Liabilities and Commitments (Note 2)
 

 

 
 
 
 
 
Owner’s Equity:
 

 

Member’s capital
 
2,682,499

 
2,524,499

Retained earnings
 
2,345,746

 
2,339,928

Accumulated other comprehensive loss
 
(168
)
 
(115
)
Total owner’s equity
 
5,028,077

 
4,864,312

 
 
 
 
 
Total liabilities and owner’s equity
 
$
7,478,702

 
$
7,349,883





See accompanying notes.


5

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
 
 
Three months ended March 31,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
128,818

 
$
111,780

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation and amortization
 
66,305

 
69,654

Allowance for equity funds used during construction (equity AFUDC)
 
(11,095
)
 
(2,182
)
Changes in operating assets and liabilities:
 
 
 
 
Receivables — affiliates
 
(345
)
 
1,669

— trade and other
 
(3,080
)
 
20,174

Transportation and exchange gas receivable
 
421

 
371

Inventories
 
16,474

 
(4,079
)
Payables — affiliates
 
(6,099
)
 
482

   — trade
 
(21,121
)
 
(59,215
)
Accrued liabilities
 
(22,066
)
 
(10,131
)
Reserve for rate refunds
 
—

 
20,019

Asset retirement obligation removal costs
 
(331
)
 
(3,753
)
Other, net
 
22,389

 
14,822

Net cash provided by operating activities
 
170,270

 
159,611

 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Cash distributions to parent
 
(123,000
)
 
(112,000
)
Cash contributions from parent
 
158,000

 
54,000

Other, net
 
(18,287
)
 
4,143

Net cash provided by (used in) financing activities
 
16,713

 
(53,857
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Property, plant and equipment additions, net of equity AFUDC*
 
(291,162
)
 
(30,731
)
Contributions and advances for construction costs
 
13,655

 
7,366

Disposal of property, plant and equipment, net
 
(126
)
 
5,241

Advances to affiliate, net
 
101,661

 
(76,634
)
Return of capital from unconsolidated affiliates
 
553

 
301

Purchase of ARO Trust investments
 
(29,492
)
 
(28,851
)
Proceeds from sale of ARO Trust investments
 
17,277

 
16,851

Other, net
 
623

 
736

Net cash used in investing activities
 
(187,011
)
 
(105,721
)
 
 
 
 
 
Decrease in cash
 
(28
)
 
33

Cash at beginning of period
 
173

 
113

Cash at end of period
 
$
145

 
$
146

 
 
 
 
 
*       Increase to property, plant and equipment, net of equity AFUDC
 
$
(273,923
)
 
$
(87,027
)
Changes in related accounts payable and accrued liabilities
 
(17,239
)
 
56,296

Property, plant and equipment additions, net of equity AFUDC
 
$
(291,162
)
 
$
(30,731
)
See accompanying notes.

6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
In this report, Transco (which includes Transcontinental Gas Pipe Line Company, LLC and, unless the context otherwise requires, all of our majority-owned subsidiaries) is at times referred to in the first person as “we,” “us” or “our.”
Transco is indirectly owned by Williams Partners L.P. (WPZ), a publicly traded Delaware limited partnership, which is consolidated by The Williams Companies, Inc. (Williams). On February 2, 2015, WPZ was merged into Access Midstream Partners, L.P. (ACMP), another publicly traded limited partnership consolidated by Williams. ACMP was the surviving partnership and was subsequently renamed Williams Partners, L.P. At March 31, 2015, Williams holds an approximate 60 percent interest in WPZ, comprised of an approximate 58 percent limited partner interest and all of the 2 percent general partner interest.
General
The condensed consolidated unaudited financial statements include our accounts and the accounts of the subsidiaries we control. Companies in which we and our subsidiaries own 20 percent to 50 percent of the voting common stock or otherwise exercise significant influence over operating and financial policies of the company are accounted for under the equity method. The equity method investments as of March 31, 2015 and December 31, 2014 consist of Cardinal Pipeline Company, LLC (Cardinal) with an ownership interest of approximately 45 percent and Pine Needle LNG Company, LLC (Pine Needle) with an ownership interest of 35 percent. We received distributions associated with our equity method investments totaling $2.0 million and $2.3 million in the three months ended March 31, 2015 and March 31, 2014, respectively. Included in the distributions are $0.6 million and $0.3 million return of capital in 2015 and 2014, respectively.
The condensed consolidated unaudited financial statements have been prepared from our books and records. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. The condensed consolidated unaudited financial statements include all normal recurring adjustments and others which, in the opinion of our management, are necessary to present fairly our interim financial statements. These condensed consolidated unaudited financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2014 Annual Report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated unaudited financial statements and accompanying notes. Actual results could differ from those estimates.
A reclassification within investing activities in the Condensed Consolidated Statement of Cash Flows between Property, plant and equipment additions, net of equity AFUDC* and Contributions and advances for construction costs of $7.4 million for the three months ended March 31, 2014, has been made to correct the 2014 presentation to conform to the 2015 presentation.
Accounting Standards Issued But Not Yet Adopted
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-2 “Amendments to the Consolidation Analysis” (ASU 2015-2). ASU 2015-2 alters the models used to determine consolidation conclusions for certain entities, including limited partnerships, and may require additional disclosures. The ASU is effective for financial statements issued for reporting periods beginning after December 15, 2015 and interim periods within the reporting periods with either retrospective or modified retrospective presentation allowed. Transco will adopt the standard in the first quarter of 2016. We are currently evaluating the impact of the new standard on our consolidated financial statements.

7

In April 2015, the FASB issued ASU 2015-3 “Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (ASU 2015-3). ASU 2015-3 simplifies the presentation of debt issuance costs by requiring such costs be presented as a deduction from the corresponding debt liability. The guidance is effective for financial statements issued for reporting periods beginning after December 15, 2015 and interim periods within the reporting periods and requires retrospective presentation. Transco will adopt the standard in the first quarter of 2016. We are evaluating the impact of the new standard.
In May 2014, the FASB issued ASU 2014-09 establishing Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within the reporting period. The FASB has recently proposed delaying the effective date of ASC 606 to annual and interim periods beginning after December 15, 2017. Accordingly, if the FASB chooses to delay the effective date to December 15, 2017, Transco would plan to adopt this standard in the first quarter of 2018. ASC 606 allows either full retrospective or modified retrospective transition and early adoption is not permitted. We continue to evaluate both the impact of this new standard on our consolidated financial statements and the transition method we will utilize for adoption.
2. CONTINGENT LIABILITIES AND COMMITMENTS
Rate Matters
General rate case (Docket No. RP06-569) On August 31, 2006, we submitted to the Federal Energy Regulatory Commission (FERC) a general rate filing principally designed to recover increased costs. The rates became effective March 1, 2007, subject to refund and the outcome of a hearing. All issues in this proceeding except one have been resolved by settlement.
The one issue reserved for litigation or further settlement relates to our proposal to change the design of the rates for service under one of our storage rate schedules, which was implemented subject to refund on March 1, 2007. A hearing on that issue was held before a FERC Administrative Law Judge (ALJ) in July 2008. In November 2008, the ALJ issued an initial decision in which he determined that our proposed incremental rate design is unjust and unreasonable. On January 21, 2010, the FERC reversed the ALJ’s initial decision and approved our proposed incremental rate design. Certain parties sought rehearing of the FERC’s order and, on April 2, 2012, the FERC denied the rehearing request. On June 1, 2012, one of the parties filed an appeal in the U.S. Court of Appeals for the D.C. Circuit (D.C. Circuit). On February 21, 2014, the D.C. Circuit issued an opinion that vacated and remanded the FERC's order because the FERC did not adequately support its conclusions. On October 16, 2014, the FERC issued an order establishing a "paper hearing" and requesting briefs on certain questions raised by the D.C. Circuit's opinion. Parties to the proceeding filed initial and reply briefs on February 6, 2015 and March 6, 2015, respectively. We intend to continue to pursue approval of our proposed rate design. If we are unsuccessful, it is reasonably possible that refunds could be as much as $17 million at March 31, 2015.
Environmental Matters
We have had studies underway for many years to test some of our facilities for the presence of toxic and hazardous substances such as polychlorinated biphenyls (PCBs) and mercury to determine to what extent, if any, remediation may be necessary. We have also similarly evaluated past on-site disposal of hydrocarbons at a number of our facilities. We have worked closely with and responded to data requests from the U.S. Environmental Protection Agency (EPA) and state agencies regarding such potential contamination of certain of our sites. On the basis of the findings to date, we estimate that environmental assessment and remediation costs under various federal and state statutes will total approximately $4 million to $6 million (including both expense and capital expenditures), measured on an undiscounted basis, and will substantially be spent over the next three to four years. This estimate depends on a number of assumptions concerning the scope of remediation that will be required at certain locations and the cost of the remedial measures. We are conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs. At March 31, 2015, we had a balance of approximately $2.4 million

8

for the expense portion of these estimated costs recorded in current liabilities ($0.8 million) and other long-term liabilities ($1.6 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2014, we had a balance of approximately $2.7 million for the expense portion of these estimated costs recorded in current liabilities ($0.8 million) and other long-term liabilities ($1.9 million) in the accompanying Condensed Consolidated Balance Sheet.
We have been identified as a potentially responsible party (PRP) at various Superfund and state waste disposal sites. Based on present volumetric estimates and other factors, our estimated aggregate exposure for remediation of these sites is less than $0.5 million. The estimated remediation costs for all of these sites are included in the $4 million to $6 million range discussed above. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.
In March 2008, the EPA promulgated a new, lower National Ambient Air Quality Standard (NAAQS) for ground-level ozone. In May 2012, the EPA completed designation of new eight-hour ozone non-attainment areas. Several facilities are located in 2008 ozone non-attainment areas. To date, no federal actions have been proposed to mandate additional emission controls at these facilities. Pursuant to recently proposed state regulatory actions associated with implementation of the 2008 ozone standard, we anticipate that some facilities may be subject to increased controls within five years. As a result, the cost of additions to property, plant, and equipment is expected to increase. We are unable at this time to estimate with any certainty the cost of additions that may be required to meet the proposed regulations.
In December 2014, the EPA proposed to further reduce the ground-level ozone NAAQS from the March 2008 levels; the EPA is anticipated to finalize any revisions in late 2015. Revisions to the ozone NAAQS will result in additional federal and state regulatory actions that may impact our operations. As a result, the cost of additions to property, plant and equipment is expected to increase. We are unable at this time to estimate with any certainty the cost of additions that may be required to meet new regulations.
On January 22, 2010, the EPA set a new one-hour nitrogen dioxide (NO2) NAAQS. The effective date of the new NO2 standard was April 12, 2010. On January 20, 2012, the EPA determined pursuant to available information that no area in the country is violating the 2010 NO2 NAAQS and thus designated all areas of the country as “unclassifiable/attainment.” Also, at that time, the EPA noted its plan to deploy an expanded NO2 monitoring network beginning in 2013. However, on October 5, 2012, the EPA proposed a graduated implementation of the monitoring network between January 1, 2014 and January 1, 2017. Once three years of data is collected from the new monitoring network, the EPA will reassess attainment status with the one-hour NO2 NAAQS. Until that time, the EPA or states may require ambient air quality modeling on a case by case basis to demonstrate compliance with the NO2 standard. Because we are unable to predict the outcome of the EPA’s or states’ future assessment using the new monitoring network, we are unable to estimate the cost of additions that may be required to meet this regulation.
We consider prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. To date, we have been permitted recovery of environmental costs, and it is our intent to continue seeking recovery of such costs through future rate filings. As a result, as estimated costs of environmental assessment and remediation are incurred, they are recorded as regulatory assets in the Condensed Consolidated Balance Sheet until collected through rates. At March 31, 2015, we had a balance of approximately $1.4 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.2 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2014, we had a balance of approximately $1.7 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.5 million) in the accompanying Condensed Consolidated Balance Sheet.
Other Matters
Various other proceedings are pending against us and are considered incidental to our operations.


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Summary
We estimate that for all matters for which we are able to reasonably estimate a range of loss, including those noted above and others that are not individually significant, our aggregate reasonably possible losses beyond amounts accrued for all of our contingent liabilities are immaterial to our expected future annual results of operations, liquidity and financial position. These calculations have been made without consideration of any potential recovery from third parties. We have disclosed all significant matters for which we are unable to reasonably estimate a range of possible loss.
3. DEBT AND FINANCING ARRANGEMENTS
Credit Facility
On February 2, 2015, the previous credit facility to which we were a party was terminated in connection with the merger of the former Williams Partners L.P. with and into ACMP. Simultaneously, we along with WPZ and Northwest Pipeline LLC (Northwest), as co-borrowers, entered into a new $3.5 billion credit facility. Total letter of credit capacity available to WPZ under the $3.5 billion credit facility is $1.125 billion. We may borrow up to $500 million under this credit facility to the extent not otherwise utilized by WPZ and Northwest. At March 31, 2015, $2.3 million of letters of credit have been issued and no loans are outstanding under our credit facility.
WPZ participates in a commercial paper program, and WPZ management considers amounts outstanding under this program to be a reduction of available capacity under the credit facility. The program allows a maximum outstanding amount at any time of $3 billion of unsecured commercial paper notes. At March 31, 2015, WPZ had no outstanding commercial paper.
4. ARO TRUST
Available-for-Sale Investments
We are entitled to collect in rates the amounts necessary to fund our asset retirement obligations (ARO). We deposit monthly, into an external trust account (ARO Trust), the revenues specifically designated for ARO. The ARO Trust carries a moderate risk portfolio. We measure the financial instruments held in our ARO Trust at fair value. However, in accordance with the ASC Topic 980, Regulated Operations, both realized and unrealized gains and losses of the ARO Trust are recorded as regulatory assets or liabilities.
Effective March 1, 2013, the annual funding obligation is approximately $36.4 million, with deposits made monthly.
Investments in available-for-sale securities within the ARO Trust at fair value were as follows (in millions): 
 
March 31, 2015
 
December 31, 2014
 
Amortized
Cost Basis
 
Fair
Value
 
Amortized
Cost Basis
 
Fair
Value
Cash and Money Market Funds
$
3.1

 
$
3.1

 
$
2.1

 
$
2.1

U.S. Equity Funds
18.0

 
22.3

 
15.0

 
19.0

International Equity Funds
11.0

 
11.5

 
8.0

 
8.2

Municipal Bond Funds
22.9

 
23.4

 
17.7

 
18.2

Total
$
55.0

 
$
60.3

 
$
42.8

 
$
47.5


5. FAIR VALUE MEASUREMENTS
The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities. The carrying values of cash, short-term financial assets (advances to affiliate) that have variable interest rates, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.

10

 
 
 
 
 
 
 
Fair Value Measurements Using
 
 
Carrying
Amount
 
Fair Value
 
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level  1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
 
(Millions)
Assets (liabilities) at March 31, 2015:
 
 
 
 
 
 
 
 
 
 
Measured on a recurring basis:
 
 
 
 
 
 
 
 
 
 
ARO Trust investments
 
$
60.3

 
$
60.3

 
$
60.3

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
Additional disclosures:
 
 
 
 
 
 
 
 
 
 
Notes receivable
 
3.2

 
3.2

 
—

 
3.2

 
—

Long-term debt
 
(1,428.5
)
 
(1,509.4
)
 
—

 
(1,509.4
)
 
—

 
 
 
 
 
 
 
 
 
 
 
Assets (liabilities) at December 31, 2014:
 
 
 
 
 
 
 
 
 
 
Measured on a recurring basis:
 
 
 
 
 
 
 
 
 
 
ARO Trust investments
 
$
47.5

 
$
47.5

 
$
47.5

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
Additional disclosures:
 
 
 
 
 
 
 
 
 
 
Notes receivable
 
3.8

 
3.8

 
—

 
3.8

 
—

Long-term debt
 
(1,428.5
)
 
(1,506.4
)
 
—

 
(1,506.4
)
 
—

Fair Value of Methods
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
ARO Trust investments — We deposit a portion of our collected rates, pursuant to the terms of the Docket No. RP12-993 rate case settlement, into the ARO Trust, which is specifically designated to fund future asset retirement obligations. The ARO Trust invests in a portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market, are classified as available-for-sale and are reported in Other Assets-Other in the Condensed Consolidated Balance Sheet. However, both realized and unrealized gains and losses are ultimately recorded as regulatory assets or liabilities. See Note 4 for more information regarding the ARO Trust.
Notes receivable — The disclosed fair value of our notes receivable is determined by an income approach, which considers the underlying contract amounts and our assessment of our ability to recover these amounts. The current portion is reported in Trade and other receivables, and the noncurrent portion is reported in Other Assets-Other in the Condensed Consolidated Balance Sheet.
Long-term debt — The disclosed fair value of our long-term debt is determined by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for our debt or similar instruments.
Reclassifications of fair value between Level 1, Level 2, and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. No transfers between Level 1 and Level 2 occurred during the three months ended March 31, 2015 or 2014.
6. TRANSACTIONS WITH AFFILIATES
We are a participant in WPZ’s cash management program, and we make advances to and receive advances from WPZ. At March 31, 2015 and December 31, 2014, our advances to WPZ totaled approximately $205.2 million and $306.9 million, respectively. These advances are represented by demand notes and are classified as Current Assets in the accompanying Condensed Consolidated Balance Sheet. Advances are stated at the historical carrying amounts. Interest income is recognized when chargeable and collectability is reasonably assured. The interest rate on these

11

intercompany demand notes is based upon the daily overnight investment rate paid on WPZ’s excess cash at the end of each month. At March 31, 2015, the interest rate was 0.01 percent.
Included in Operating Revenues in the accompanying Condensed Consolidated Statement of Comprehensive Income are revenues received from affiliates of $1.2 million and $1.3 million for the three months ended March 31, 2015 and 2014, respectively. The rates charged to provide sales and services to affiliates are the same as those that are charged to similarly-situated nonaffiliated customers.
Included in Cost of natural gas sales in the accompanying Condensed Consolidated Statement of Comprehensive Income are cost of gas purchased from affiliates of $2.5 million and $3.4 million, for the three months ended March 31, 2015 and 2014, respectively. All gas purchases are made at market or contract prices.
We have no employees. Services necessary to operate our business are provided to us by Williams and certain affiliates of Williams. We reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation and benefits) in connection with these services. Employees of Williams also provide general, administrative and management services to us, and we are charged for certain administrative expenses incurred by Williams. These charges are either directly identifiable or allocated to our assets. Direct charges are for goods and services provided by Williams at our request. Allocated charges are based on a three-factor formula, which considers revenues; property, plant and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and result in a reasonable allocation to us of our costs of doing business incurred by Williams. We were billed $81.0 million and $75.2 million in the three months ended March 31, 2015 and 2014, respectively, for these services. Such expenses are primarily included in Administrative and general and Operation and maintenance expenses in the accompanying Condensed Consolidated Statement of Comprehensive Income.
We provide services to certain of our affiliates. We recorded reductions in operating expenses for services provided to and reimbursed by our affiliates of $1.2 million and $1.3 million for the three months ended March 31, 2015 and 2014, respectively. In the first quarter of 2014, pursuant to construction agreements, we received pre-payments from Williams Field Services Group, LLC of $4.2 million associated with capital projects.
We made equity distributions totaling $123.0 million and $112.0 million during the three months ended March 31, 2015 and 2014, respectively. During April 2015, we made an additional distribution of $110.0 million. Our parent made contributions to us totaling $158.0 million and $54.0 million in the three months ended March 31, 2015 and 2014, respectively, to fund a portion of our expenditures for additions to property, plant and equipment. In April 2015, our parent made an additional $154.0 million contribution to us.
7. OTHER
For the three months ended March 31, 2014, we capitalized $1.5 million of project feasibility cost associated with various projects, which had been expensed in prior periods in Other expense, net, upon determining that the projects were probable of development.



12

ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion should be read in conjunction with the Consolidated Financial Statements, Notes and Management’s Discussion and Analysis contained in Items 7 and 8 of our 2014 Annual Report on Form 10-K and with the Condensed Consolidated Financial Statements and Notes contained in this Form 10-Q.
RESULTS OF OPERATIONS
Operating Income and Net Income
Operating income for the three months ended March 31, 2015 was $133.8 million compared to $129.7 million for the three months ended March 31, 2014. Net income for the three months ended March 31, 2015 was $128.8 million compared to $111.8 million for the three months ended March 31, 2014. The increase in Operating income of $4.1 million (3.2 percent) was primarily due to higher Natural gas transportation revenues in the first three months of 2015 compared to the same period in 2014, partly offset by an increase in Operating Costs and Expenses, as discussed below. The increase in Net income of $17.0 million (15.2 percent) was mostly attributable to the increase in Operating income and a favorable change in net expenses in Other (Income) and Other Expenses, as discussed below.
Sales Revenues
Operating revenues: Natural gas sales decreased $6.2 million (22.5 percent) for the three months ended March 31, 2015 compared to the same period in 2014. The decrease was due to lower cash-out sales. Cash-out sales are offset in our cost of natural gas sold and therefore had no impact on our operating income or results of operations.
Transportation Revenues
Operating revenues: Natural gas transportation for the three months ended March 31, 2015 increased $22.2 million (7.4 percent) over the same period in 2014. The increase was primarily due to higher transportation reservation revenues related to new incremental projects of $13.7 million ($6.7 million from our Leidy Southeast project placed in partial service in March 2015, $5.5 million from our Virginia Southside project placed in partial service in December 2014 and $1.5 million from our Northeast Connector project placed in partial service in December 2014), higher firm transportation market revenues of $3.1 million, higher commodity revenues of $2.6 million and higher firm transportation backhaul revenues of $2.5 million.
Operating Costs and Expenses
Excluding the Cost of natural gas sales, which is directly offset in revenues, of $21.4 million for the three months ended March 31, 2015 and $27.6 million for the comparable period in 2014, our operating costs and expenses for the three months ended March 31, 2015 increased approximately $16.4 million (7.9 percent) from the comparable period in 2014. This increase was primarily attributable to:
•
A $10.3 million (137.3 percent) increase in Other expense, net primarily due to a $4.5 million unfavorable variance due to lower deferral to regulatory asset of ARO depreciation primarily related to the 2014 annual ARO assessment, a $3.2 million increase in project development cost reserve partly due to a capitalization of $1.5 million feasibility cost recorded in 2014 and a $3.0 million regulatory expense to establish a regulatory liability associated with rate collections in excess of our pension funding obligation.
•
A $7.9 million (13.1 percent) increase in Operation and maintenance costs primarily resulting from a $2.9 million increase in miscellaneous contractual services costs primarily due to higher level of smart pigging activity, a $2.5 increase in license, fees and permits costs primarily due to the timing of the annual pipeline safety user fee assessment and a $1.7 million increase in labor and related costs.
•
Partially offset by a $3.6 million (5.2 percent) decrease in Depreciation and amortization costs primarily due to a decrease in offshore ARO depreciation expense related to the 2014 annual ARO assessment.
Other (Income) and Other Expenses
Other (income) and other expenses for the three months ended March 31, 2015 had a favorable change of $12.9 million (72.1 percent) over the same period in 2014 primarily due to an $11.7 million increase in AFUDC due to increased spending on various expansion projects.

13

Pipeline Expansion Projects
Rockaway Delivery Lateral
The Rockaway Delivery Lateral Project involves the construction of a three-mile offshore lateral to National Grid’s distribution system in New York. In May 2014, we received approval from the FERC for the project. We plan to place the project into service during the second quarter of 2015, and the capacity of the lateral is expected to be 647 Mdth/d.
Northeast Connector
The Northeast Connector Project involves an expansion of our existing natural gas transmission system from southeastern Pennsylvania to the proposed Rockaway Delivery Lateral. In May 2014, we received approval from the FERC for the project. On December 1, 2014, we placed a portion of the project into service, which enabled us to begin providing 65 Mdth/d of additional firm transportation service from Station 195 in Pennsylvania to the Rockaway Delivery Lateral junction. We plan to place the remainder of the project into service during the second quarter of 2015. In total, the project is expected to increase capacity by 100 Mdth/d.
Mobile Bay South III
The Mobile Bay South III Project involves an expansion of the Mobile Bay line south from Station 85 in west central Alabama to delivery points along the line. In April 2014, we received approval from the FERC for the project. On April 1, 2015, the project was placed into service, which enabled us to begin providing 225 Mdth/d of additional firm transportation service on the Mobile Bay Lateral.
Virginia Southside
The Virginia Southside Project involves an expansion of our existing mainline natural gas transmission system together with a new lateral to provide incremental firm transportation capacity from the Zone 6 Station 210 Pooling Point in New Jersey to Dominion Virginia Power’s proposed power station in Brunswick County, Virginia, and to both our Cascade Creek interconnection with East Tennessee Natural Gas and our Pleasant Hill delivery point to Piedmont Natural Gas Company, Inc. in North Carolina. In November 2013, we received approval from the FERC for the project. On December 1, 2014, we placed a portion of the project into service, which enabled us to begin providing 250 Mdth/d of additional firm transportation service through the mainline portion of the project on an interim basis, until the in-service date of the project as a whole. We plan to place the remainder of the project into service during the third quarter of 2015 (the original target in-service date for the project). In total, the project is expected to increase capacity by 270 Mdth/d.
Leidy Southeast
The Leidy Southeast Project involves an expansion of our existing natural gas transmission system from the Marcellus Shale production region on the Leidy Line in Pennsylvania to the Station 85 Pooling Point in Choctaw County, Alabama. In December 2014, we received approval from the FERC for the project. On March 1, 2015, we began providing firm transportation service through the mainline portion of the project (from the Station 210 Pooling Point in New Jersey to the Station 85 Pooling Point) on an interim basis, until the in-service date of the project as a whole. We plan to place the remainder of the project into service during the fourth quarter of 2015, and it is expected to increase capacity by 525 Mdth/d.
Rock Springs
The Rock Springs Expansion Project involves an expansion of our existing natural gas transmission system southbound from the Zone 6 Station 210 Pooling Point in New Jersey along with a new, eleven-mile lateral to Old Dominion Electric Cooperative's proposed Wildcat Point generation facility in Cecil County, Maryland. In March 2015, we received approval from FERC for the project. We plan to place the project into service during the third quarter of 2016, assuming timely receipt of all other necessary regulatory approvals, and it is expected to increase capacity by 192 Mdth/d.
Hillabee
The Hillabee Expansion Project involves an expansion of our existing natural gas transmission system from our Station 85 Pooling Point in Choctaw County, Alabama to a proposed new interconnection with Sabal Trail Transmission's system in Tallapoosa County, Alabama. The project will be constructed in phases, and all of the project expansion capacity will be leased to Sabal Trail Transmission. We filed an application with the FERC in November 2014 for approval of the initial phases of the project. We plan to place the initial phases of the project into service during the second quarter of

14

2017 and 2020, assuming timely receipt of all necessary regulatory approvals, and together they are expected to increase capacity by 1,025 Mdth/d.
Gulf Trace
The Gulf Trace Expansion Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide incremental firm transportation capacity from Station 65 in St. Helena Parish, Louisiana westward to a new interconnection with Sabine Pass Liquefaction in Cameron Parish, Louisiana. We filed an application with the FERC in December 2014 for approval of the project. We plan to place the project into service during the first half of 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 1,200 Mdth/d.
Dalton
The Dalton Expansion Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide incremental firm transportation capacity from the Zone 6 Station 210 Pooling Point in New Jersey to markets in northwest Georgia. We filed an application with the FERC in March 2015 for approval of the project. We plan to place the project into service in 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 448 Mdth/d.
Atlantic Sunrise
The Atlantic Sunrise Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide incremental firm transportation capacity from the northeastern Marcellus producing area to markets along our mainline as far south as Station 85 in Alabama. We filed an application with the FERC in March 2015 for approval of the project. We plan to place the project into service during the second half of 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 1,700 Mdth/d.
Garden State
The Garden State Expansion Project involves an expansion of our existing natural gas transmission system to provide incremental firm transportation capacity from our Zone 6 Station 210 Pooling Point in New Jersey to a new interconnection on our Trenton Woodbury Lateral in Burlington County, New Jersey. The project will be constructed in phases. We filed an application with the FERC in February 2015 for approval of the project. We plan to place the initial phase of the project into service during the fourth quarter of 2016 and the remaining portion in the third quarter of 2017, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 180 Mdth/d.

Virginia Southside II
The Virginia Southside II Expansion Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide incremental firm transportation capacity from the Zone 6 Station 210 Pooling Point in New Jersey and Zone 5 Station 165 Pooling Point in Virginia to a proposed delivery point on a new lateral off of our Brunswick Lateral in Virginia. We filed an application with the FERC in March 2015 for approval of the project. We plan to place the project into service during the fourth quarter of 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 250 Mdth/d.

New York Bay
The New York Bay Expansion Project involves an expansion of our existing natural gas transmission system to provide incremental firm transportation capacity from Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point and the Narrows meter station in Richmond County, New York. We plan to file an application with the FERC in the second quarter of 2015 for approval of the project. We plan to place the project into service during the fourth quarter of 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 115 Mdth/d.


15

ITEM 4.
Controls and Procedures
Our management, including our Senior Vice President - Atlantic-Gulf and our Vice President and Chief Accounting Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act) (Disclosure Controls) or our internal control over financial reporting (Internal Controls)will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Senior Vice President - Atlantic-Gulf and our Vice President and Chief Accounting Officer. Based upon that evaluation, our Senior Vice President - Atlantic-Gulf and our Vice President and Chief Accounting Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the first quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II — OTHER INFORMATION.

ITEM 1.
Legal Proceedings
The information called for by this item is provided in Note 2 of the Notes to Condensed Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this item.


16

ITEM 6.
Exhibits
The following instruments are included as exhibits to this report.
 
Exhibit
Number
 
Description
 
 
 
2
 
Certificate of Conversion dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to our report Form 10-K and incorporated herein by reference).
 
 
 
3.1
 
Certificate of Formation dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to our report 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 (filed on October 28, 2010 as Exhibit 3.2 to our Form 10-Q and incorporated herein by reference).
 
 
 
10
 
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.'s report on Form 8-K (File No. 001-34831) 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.
 
 
 
101.INS*
 
XBRL Instance Document.
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema.
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase.
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase.
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase.
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase.
*
Filed herewith.
**
Furnished herewith.

 


17


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
(Registrant)
 
 
 
 
 
Dated:
April 30, 2015
By:
 
/s/ Jeffrey P. Heinrichs
 
 
 
 
Jeffrey P. Heinrichs
 
 
 
 
Controller
(Principal Accounting Officer)



EXHIBIT INDEX

Exhibit
Number
 
Description
 
 
 
2
 
Certificate of Conversion dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to our Form 10-K and incorporated herein by reference).
 
 
 
3.1
 
Certificate of Formation dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to our 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 (filed on October 28, 2010 as Exhibit 3.2 to our Form 10-Q and incorporated herein by reference).
 
 
 
10
 
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.'s report on Form 8-K (File No. 001-34831) 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.
 
 
 
101.INS*
 
XBRL Instance Document.
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema.
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase.
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase.
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase.
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase.
*
Filed herewith.
**
Furnished herewith.



TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC Reports

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