10-Q

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, 2014

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

	Page
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Statement of Comprehensive Income —Three Months Ended March 31, 2014 and 2013	3
Condensed Consolidated Balance Sheet — March 31, 2014 and December 31, 2013	4
Condensed Consolidated Statement of Cash Flows — Three Months Ended March 31, 2014 and 2013	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4. Controls and Procedures	15
Part II. Other Information	15
Item 1. Legal Proceedings	15
Item 6. Exhibits	16

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 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 the result of 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, 2013.

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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,
	2014			2013
Operating Revenues:
Natural gas sales	$	27,568		$	24,571
Natural gas transportation	300,381			269,577
Natural gas storage	36,595			35,590
Other	1,118			1,324
Total operating revenues	365,662			331,062
Operating Costs and Expenses:
Cost of natural gas sales	27,568			24,571
Cost of natural gas transportation	11,203			10,854
Operation and maintenance	60,433			60,454
Administrative and general	47,134			47,023
Depreciation and amortization	69,909			67,693
Taxes — other than income taxes	12,282			11,626
Other expense, net	7,451			7,080
Total operating costs and expenses	235,980			229,301
Operating Income	129,682			101,761
Other (Income) and Other Expenses:
Interest expense	21,959			20,554
Allowance for equity and borrowed funds used during construction (AFUDC)	(2,982		)	(4,830		)
Equity in earnings of unconsolidated affiliates	(1,477		)	(1,258		)
Miscellaneous other (income) expenses, net	402			(1,680		)
Total other (income) and other expenses	17,902			12,786
Net Income	111,780			88,975
Other comprehensive income (loss):
Equity interest in unrealized gain (loss) on interest rate hedges (includes $84 for 2014 and $79 for 2013 of accumulated other comprehensive income reclassification for realized losses on interest rate hedges)	38			102
Comprehensive Income	$	111,818		$	89,077

See accompanying notes.

3

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

CONDENSED CONSOLIDATED BALANCE SHEET

(Thousands of Dollars)

(Unaudited)

	March 31, 2014		December 31, 2013
ASSETS
Current Assets:
Cash	$	146	$	113
Receivables:
Affiliates	932		2,601
Advances to affiliate	603,014		526,380
Trade and other	127,964		148,172
Transportation and exchange gas receivables	6,386		6,757
Inventories	51,611		47,532
Regulatory assets	42,000		37,520
Other	6,820		13,451
Total current assets	838,873		782,526
Investments, at cost plus equity in undistributed earnings	49,493		50,262
Property, Plant and Equipment:
Natural gas transmission plant	8,940,104		8,867,626
Less-Accumulated depreciation and amortization	3,131,335		3,090,234
Total property, plant and equipment, net	5,808,769		5,777,392
Other Assets:
Regulatory assets	252,633		256,612
Other	66,272		57,785
Total other assets	318,905		314,397
Total assets	$	7,016,040	$	6,924,577

(continued)

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

CONDENSED CONSOLIDATED BALANCE SHEET

(Thousands of Dollars)

(Unaudited)

	March 31, 2014			December 31, 2013
LIABILITIES AND OWNER’S EQUITY
Current Liabilities:
Payables:
Affiliates	$	28,750		$	28,268
Trade and other	237,985			114,635
Transportation and exchange gas payables	2,165			3,599
Reserve for rate refunds	—			98,217
Accrued liabilities	147,021			153,263
Total current liabilities	415,921			397,982
Long-Term Debt	1,428,389			1,428,355
Other Long-Term Liabilities:
Asset retirement obligations	238,765			238,085
Regulatory liabilities	288,182			269,563
Other	5,680			5,307
Total other long-term liabilities	532,627			512,955
Contingent Liabilities and Commitments (Note 2)
Owner’s Equity:
Member’s capital	2,311,499			2,257,499
Retained earnings	2,327,824			2,328,044
Accumulated other comprehensive loss	(220		)	(258		)
Total owner’s equity	4,639,103			4,585,285
Total liabilities and owner’s equity	$	7,016,040		$	6,924,577

See accompanying notes.

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TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three months ended March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	111,780		$	88,975
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	69,654			76,466
Allowance for equity funds used during construction (equity AFUDC)	(2,182		)	(3,366		)
Changes in operating assets and liabilities:
Receivables — affiliates	1,669			(268		)
— trade and other	20,174			(6,116		)
Transportation and exchange gas receivable	371			(1,872		)
Inventories	(4,079		)	(4,196		)
Payables — affiliates	482			(5,473		)
— trade	(59,215		)	(9,242		)
Accrued liabilities	(10,131		)	11,735
Reserve for rate refunds	20,019			10,574
Asset retirement obligation removal costs	(3,753		)	(1,847		)
Other, net	14,822			4,641
Net cash provided by operating activities	159,611			160,011
Cash flows from financing activities:
Cash distributions to parent	(112,000		)	(65,000		)
Cash contributions from parent	54,000			55,000
Other, net	4,143			7,542
Net cash used in financing activities	(53,857		)	(2,458		)
Cash flows from investing activities:
Property, plant and equipment additions, net of equity AFUDC*	(23,365		)	(85,816		)
Disposal of property, plant and equipment, net	5,241			1,423
Advances to affiliate, net	(76,634		)	(73,178		)
Return of capital from unconsolidated affiliates	301			—
Purchase of ARO Trust investments	(28,851		)	(8,938		)
Proceeds from sale of ARO Trust investments	16,851			8,577
Other, net	736			333
Net cash used in investing activities	(105,721		)	(157,599		)
Increase (decrease) in cash	33			(46		)
Cash at beginning of period	113			185
Cash at end of period	$	146		$	139
*       Increase to property, plant and equipment	$	(86,979	)	$	(109,985	)
Changes in related accounts payable and accrued liabilities	63,614			24,169
Property, plant and equipment additions, net of equity AFUDC	$	(23,365	)	$	(85,816	)

See accompanying notes.

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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 owned, through Williams Partners Operating LLC (WPO), by Williams Partners L.P. (WPZ), a publicly traded Delaware limited partnership, which is consolidated by The Williams Companies, Inc. (Williams). At March 31, 2014, Williams holds an approximate 66 percent interest in WPZ, comprised of an approximate 64 percent limited partner interest and all of WPZ’s 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, 2014 and December 31, 2013 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 $2.3 million and $2.2 million in the three months ended March 31, 2014 and March 31, 2013, respectively. Included in the distributions is a $0.3 million return of capital from Pine Needle in 2014.

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 SEC 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 2013 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.

Certain prior period amounts reported within Total operating costs and expenses in the Condensed Consolidated Statement of Comprehensive Income have been reclassified to conform to the current presentation. The effect of the correction decreased Depreciation and amortization and increased Other expense, net by $9.0 million related to the reclassification of asset retirement obligation (ARO), with no net impact on Total operating costs and expenses, Operating Income or Net Income.

2. CONTINGENT LIABILITIES AND COMMITMENTS.

Rate Matters.

General rate case (Docket No. RP12-993) On August 31, 2012, we submitted to the FERC a general rate filing principally designed to recover increased costs and to comply with the terms of the settlement in our Docket No. RP06-569 rate proceeding (see below) which required us to file a rate case no later than August 31, 2012. On September 28, 2012, the FERC issued an order accepting our filing subject to the outcome of a hearing. The rates for certain services that were proposed as overall rate decreases became effective October 1, 2012, without suspension. The increased rates became effective March 1, 2013, subject to refund and the outcome of a hearing. On August 27, 2013, after reaching an agreement in principle with the participants, we filed a stipulation and agreement (Agreement) proposing to resolve all issues in this proceeding without the need for a hearing. On December 6, 2013, the FERC issued an order approving the Agreement without modifications. Pursuant to its terms, the Agreement became effective

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on March 1, 2014 and refunds of approximately $118 million were issued on April 18, 2014. We previously provided a reserve for the refunds, which was reclassified, from Reserve for rate refunds to Payable - Trade and other on the accompanying Condensed Consolidated Balance Sheet at March 31, 2014.

General rate case (Docket No. RP06-569) On August 31, 2006, we submitted to the 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. We intend to continue to pursue approval of our proposed rate design. If we are unsuccessful, we believe any refunds would not be material to our results of operations.

Environmental Matters.

We have had studies underway to test some of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation may be necessary. We have 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 $6 million to $8 million (including both expense and capital expenditures), measured on an undiscounted basis, and will be spent over the next three to five 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, 2014, we had a balance of approximately $3.7 million for the expense portion of these estimated costs recorded in current liabilities ($2.3 million) and other long-term liabilities ($1.4 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2013, we had a balance of approximately $4.1 million for the expense portion of these estimated costs recorded in current liabilities ($2.3 million) and other long-term liabilities ($1.8 million) in the accompanying Condensed Consolidated Balance Sheet.

Although we discontinued the use of lubricating oils containing polychlorinated biphenyls (PCBs) in the 1970s, we have discovered residual PCB contamination in equipment and soils at certain gas compressor station sites. We have worked closely with the EPA and state regulatory authorities regarding PCB issues, and we have a program to assess and remediate such conditions where they exist. In addition, we commenced negotiations with certain environmental authorities and other parties concerning investigative and remedial actions relative to potential mercury contamination at certain gas metering sites. All such costs are included in the $6 million to $8 million range discussed above.

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 $6 million to $8 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. However, in September 2009, the EPA announced it would reconsider the 2008 NAAQS for ground level ozone to ensure that the standards were clearly grounded in science, and were protective of both public health and the

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environment. As a result, the EPA delayed designation of new eight-hour ozone non-attainment areas under the 2008 standards until the reconsideration is complete. In January 2010, the EPA proposed to further reduce the ground-level ozone NAAQS from the March 2008 levels. In September 2011, the EPA announced that it was proceeding with required actions to implement the 2008 ozone standard and area designations. In May 2012, the EPA completed designation of new eight-hour ozone non-attainment areas. Several Transco facilities are located in 2008 ozone non-attainment areas; however, each facility has been previously subjected to federal and/or state emission control requirements implemented to address preceding ozone standards. To date, no new federal or state actions have been proposed to mandate additional emission controls at these facilities. At this time, it is unknown whether future federal or state regulatory actions associated with implementation of the 2008 ozone standard will impact our operations and increase the cost of additions to property, plant and equipment. Until any additional federal or state regulatory actions are proposed, we are unable to estimate the cost of additions that may be required to meet this new regulation.

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, 2014, we had a balance of approximately $1.5 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.3 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2013, we had a balance of approximately $1.8 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.6 million) in the accompanying Condensed Consolidated Balance Sheet.

By letter dated September 20, 2007, the EPA required us to provide information regarding natural gas compressor stations in the states of Mississippi and Alabama as part of the EPA’s investigation of our compliance with the Federal Clean Air Act (Act). By January 2008, we responded with the requested information. By Notices of Violation (NOVs) dated March 28, 2008, the EPA found us to be in violation of the requirements of the Act with respect to these compressor stations. We met with the EPA in May 2008 to discuss the allegations contained in the NOVs; in June 2008, we submitted to the EPA a written response denying the allegations. The EPA has requested additional information pertaining to these compressor stations and in May 2011, we submitted information in response to the EPA’s latest request. In August, 2010, the EPA requested, and we provided, similar information for a compressor station in Maryland. Since 2011, we have not received any additional requests from the EPA for information related to these facilities.

Other Matters.

Various other proceedings are pending against us and are considered incidental to our operations.

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

9

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.

We along with WPZ and Northwest Pipeline LLC (Northwest) are co-borrowers under a $2.5 billion credit facility. Total letter of credit capacity available to WPZ under the $2.5 billion credit facility is $1.3 billion. We may borrow up to $500 million under the credit facility to the extent not otherwise utilized by WPZ and Northwest. At March 31, 2014, no 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 $2 billion of unsecured commercial paper notes. At March 31, 2014, there was no outstanding commercial paper.

4. ARO TRUST.

Available-for-Sale Investments.

We are entitled to collect in rates the amounts necessary to fund our ARO. We deposit monthly, into an external trust account, the revenues specifically designated for ARO. We established the ARO trust account (ARO Trust) on June 30, 2008. 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, 2014				December 31, 2013
	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Cash and Money Market Funds	$	13.9	$	13.9	$	6.5	$	6.5
U.S. Equity Funds	6.7		9.3		8.0		11.1
International Equity Funds	5.7		6.4		4.2		4.9
Municipal Bond Funds	15.2		15.4		10.2		10.2
Total	$	41.5	$	45.0	$	28.9	$	32.7

5. FAIR VALUE MEASUREMENTS.

The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities.

							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, 2014:
Measured on a recurring basis:
ARO Trust investments	$	45.0		$	45.0		$	45.0	$	—		$	—
Additional disclosures:
Notes receivable	5.6			5.6			—		5.6			—
Long-term debt	(1,428.4		)	(1,550.3		)	—		(1,550.3		)	—
Assets (liabilities) at December 31, 2013:
Measured on a recurring basis:
ARO Trust investments	$	32.7		$	32.7		$	32.7	$	—		$	—
Additional disclosures:
Notes receivable	6.3			6.3			—		6.3			—
Long-term debt	(1,428.4		)	(1,512.9		)	—		(1,512.9		)	—

Fair Value of Methods.

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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:

Cash and short-term financial assets (advances to affiliate) that have variable interest rates — The carrying amount is a reasonable estimate of fair value due to the short maturity of those instruments.

ARO Trust investments — We deposit a portion of our collected rates, pursuant to the Agreement in 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, 2014 or 2013.

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, 2014 and December 31, 2013, our advances to WPZ totaled approximately $603.0 million and $526.4 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 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, 2014, the interest rate was 0.01 percent.

Included in our Operating Revenues in the accompanying Condensed Consolidated Statement of Comprehensive Income are revenues received from affiliates of $1.3 million and $5.9 million for the three months ended March 31, 2014 and 2013, 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 our Cost of natural gas sales in the accompanying Condensed Consolidated Statement of Comprehensive Income are cost of gas purchased from affiliates of $3.4 million and $2.4 million, for the three months ended March 31, 2014 and 2013, 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 $75.2 million and $74.6 million in the three months ended March 31, 2014 and

11

2013, 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 $1.3 million and $1.5 million for the three months ended March 31, 2014 and 2013, 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 to WPO totaling $112.0 million and $65.0 million during the three months ended March 31, 2014 and 2013, respectively. During April 2014, we made an additional distribution to WPO of $123.0 million. WPO made contributions to us totaling $54.0 million and $55.0 million in the three months ended March 31, 2014 and 2013, respectively, to fund a portion of our expenditures for additions to property, plant and equipment. In April 2014, WPO made an additional $40.0 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 the Hillabee Expansion Project and the Atlantic Sunrise Project, which had been expensed in prior periods in Other expense, net, upon determining that the projects were probable of development.

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 2013 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, 2014 was $129.7 million compared to $101.8 million for the three months ended March 31, 2013. Net income for the three months ended March 31, 2014 was $111.8 million compared to $89.0 million for the three months ended March 31, 2013. The increase in Operating income of $27.9 million (27.4 percent) was primarily due to higher Natural gas transportation revenues in the first three months of 2014 compared to the same period in 2013, partly offset by an increase in Operating Costs and Expenses, as discussed below. The increase in Net income of $22.8 million (25.6 percent) was mostly attributable to the increase in Operating income partly offset by an unfavorable change in net expenses in Other (Income) and Other Expenses, as discussed below.

Sales Revenues.

Operating revenues: Natural gas sales increased $3.0 million (12.2 percent) for the three months ended March 31, 2014 compared to the same period in 2013. The increase was due to higher 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, 2014 increased $30.8 million (11.4 percent) over the same period in 2013. The increase was partly due to the implementation of new rates in March 2013 which were higher as compared to the rates provided in the settlement of the prior rate proceeding. Also contributing to the favorable variance were higher transportation reservation revenues related to new incremental projects of $16.6 million ($13.3 million from our Northeast Supply Link project placed in service in August 2013 and $3.3 million from our Mid-South project Phase 2 placed in service in June 2013).

Operating Costs and Expenses.

Excluding the Cost of natural gas sales, which is directly offset in revenues, of $27.6 million for the three months ended March 31, 2014 and $24.6 million for the comparable period in 2013, our operating costs and expenses for the three months ended March 31, 2014 increased approximately $3.7 million (1.8 percent) from the comparable period in 2013. This increase was primarily attributable to a $2.2 million increase in Depreciation and amortization costs due to expansion projects placed into service in mid-2013.

Other (Income) and Other Expenses.

Other (income) and other expenses for the three months ended March 31, 2014 had an unfavorable change of $5.1 million (39.8 percent) over the same period in 2013 primarily due to $1.8 million decrease in AFUDC, $1.5 million lower amount of reimbursements for tax gross-up related to projects and $1.4 million increase in interest expense primarily due to interest on rate reserves.

Filing of Rate Case.

On August 31, 2012, we filed a general rate case with the FERC for an overall increase in rates. In September 2012, with the exception of certain rates that reflected a rate decrease, the FERC accepted and suspended our general rate filing to be effective March 1, 2013, subject to refund and the outcome of a hearing. The specific rates that reflected a rate decrease were accepted, without suspension, to be effective October 1, 2012, and are not subject to refund. On August 27, 2013, after reaching an agreement in principle with the participants, we filed an Agreement proposing to resolve all issues in this proceeding without the need for a hearing. On December 6, 2013, the FERC issued an order approving the Agreement without modifications. Pursuant to its terms, the Agreement became effective March 1, 2014 and refunds of approximately $118 million were issued on April 18, 2014. We had previously provided a reserve for the refunds, which was reclassified, from Reserve for rate refunds to Payable - Trade and other on the accompanying Condensed Consolidated Balance Sheet at March 31, 2014.

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Capital Expenditures.

Our capital expenditures for the three months ended March 31, 2014 were $23.4 million, compared to $85.8 million for the three months ended March 31, 2013. The $62.4 million decrease is primarily due to lower spending on expansion projects in 2014. Our capital expenditures estimate for 2014 and future capital projects are discussed in our 2013 Annual Report on Form 10-K. The following describes those projects and certain new capital projects proposed by us.

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. We filed an application with the FERC in January 2013 for approval of the project. We plan to place the project into service during the fourth quarter of 2014, assuming timely receipt of all necessary regulatory approvals, and the capacity of the lateral is expected to be 647 Mdth/d.

Northeast Connector Project

The Northeast Connector Project involves an expansion of our existing natural gas transmission system from southeastern Pennsylvania to the proposed Rockaway Delivery Lateral. We filed an application with the FERC in April 2013 for approval of the project. We plan to place the project into service during the fourth quarter of 2014, assuming timely receipt of all necessary regulatory approvals, and it 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. We plan to place the project into service during the second quarter of 2015, and it is expected to increase capacity on the line by 225 Mdth/d.

Virginia Southside

The Virginia Southside Project involves an expansion of our existing natural gas transmission system from the Zone 6 Station 210 Pooling Point in New Jersey to Dominion Virginia Power’s proposed power station in Brunswick County, Virginia, and 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. We plan to place the project into service during the third quarter of 2015, and it 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 points in Alabama. We filed an application with the FERC in September 2013 for approval of the project. We plan to place the project into service during the fourth quarter of 2015, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 525 Mdth/d.

Rock Springs Expansion

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. We plan to file an application with the FERC in the second quarter of 2014 for approval of the project. We plan to place the project into service during the third quarter of 2016, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 192 Mdth/d.

Hillabee Expansion

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 plan to file an application with the FERC in the fourth quarter of 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 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 Expansion

The Gulf Trace Expansion Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide firm transportation from Station 65 in St. Helena Parish, Louisiana westward to a new interconnection with Sabine Pass Liquefaction in Cameron Parish, Louisiana. We plan to file an application with the FERC in the fourth quarter of 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 Lateral

The Dalton Lateral Expansion Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide firm transportation from the Zone 6 Station 210 Pooling Point in New Jersey to markets in northwest Georgia. We plan to file an application with the FERC in the first quarter of 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 Project

The Atlantic Sunrise Project involves an expansion of our existing natural gas transmission system together with greenfield facilities to provide firm transportation from the northeastern Marcellus producing area to markets along our mainline as far south as Station 85 in Alabama. 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 second half of 2017, assuming timely receipt of all necessary regulatory approvals, and it is expected to increase capacity by 1,700 Mdth/d.

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 controls 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 Controls Over Financial Reporting

There have been no changes during the first quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our Internal Controls 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.

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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).
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.

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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:	May 1, 2014	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).
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.

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Rory L. Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Transcontinental Gas Pipe Line Company, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

By:	/s/ Rory L. Miller
	Rory L. Miller
	Senior Vice President — Atlantic-Gulf
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Ted T. Timmermans, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Transcontinental Gas Pipe Line Company, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

By:	/s/ Ted T. Timmermans
	Ted T. Timmermans
	Vice President and Chief Accounting Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Transcontinental Gas Pipe Line Company, LLC (the “Company”) on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, in his capacity as an officer of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Rory L. Miller

Rory L. Miller

Senior Vice President — Atlantic-Gulf

May 1, 2014

/s/ Ted T. Timmermans

Ted T. Timmermans

Vice President and Chief Accounting Officer

May 1, 2014

A signed original of this written statement required by Section 906 has been provided to, and will be retained by, the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.

XML

ARO Trust (Notes)

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

ARO Trust

ARO TRUST.

Available-for-Sale Investments.

We are entitled to collect in rates the amounts necessary to fund our ARO. We deposit monthly, into an external trust account, the revenues specifically designated for ARO. We established the ARO trust account (ARO Trust) on June 30, 2008. 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, 2014				December 31, 2013
	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Cash and Money Market Funds	$	13.9	$	13.9	$	6.5	$	6.5
U.S. Equity Funds	6.7		9.3		8.0		11.1
International Equity Funds	5.7		6.4		4.2		4.9
Municipal Bond Funds	15.2		15.4		10.2		10.2
Total	$	41.5	$	45.0	$	28.9	$	32.7

XML

Debt and Financing Arrangements (Notes)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt and Financing Arrangements

DEBT AND FINANCING ARRANGEMENTS.

Credit Facility.

We along with WPZ and Northwest Pipeline LLC (Northwest) are co-borrowers under a $2.5 billion credit facility. Total letter of credit capacity available to WPZ under the $2.5 billion credit facility is $1.3 billion. We may borrow up to $500 million under the credit facility to the extent not otherwise utilized by WPZ and Northwest. At March 31, 2014, no 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 $2 billion of unsecured commercial paper notes. At March 31, 2014, there was no outstanding commercial paper.

XML

Condensed Consolidated Statement of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating Revenues:
Natural gas sales	$ 27,568	$ 24,571
Natural gas transportation	300,381	269,577
Natural gas storage	36,595	35,590
Other	1,118	1,324
Total operating revenues	365,662	331,062
Operating Costs and Expenses:
Cost of natural gas sales	27,568	24,571
Cost of natural gas transportation	11,203	10,854
Operation and maintenance	60,433	60,454
Administrative and general	47,134	47,023
Depreciation and amortization	69,909	67,693
Taxes - other than income taxes	12,282	11,626
Other expense, net	7,451	7,080
Total operating costs and expenses	235,980	229,301
Operating Income	129,682	101,761
Other (Income) and Other Expenses:
Interest expense	21,959	20,554
Allowance for equity and borrowed funds used during construction (AFUDC)	(2,982)	(4,830)
Equity in earnings of unconsolidated affiliates	(1,477)	(1,258)
Miscellaneous other (income) expenses, net	402	(1,680)
Total other (income) and other expenses	17,902	12,786
Net Income	111,780	88,975
Other comprehensive income (loss):
Equity interest in unrealized gain (loss) on interest rate hedges (includes $84 for 2014 and $79 for 2013 of accumulated other comprehensive income reclassification for realized losses on interest rate hedges)	38	102
Comprehensive Income	$ 111,818	$ 89,077

XML

Basis of Presentation (Notes)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 owned, through Williams Partners Operating LLC (WPO), by Williams Partners L.P. (WPZ), a publicly traded Delaware limited partnership, which is consolidated by The Williams Companies, Inc. (Williams). At March 31, 2014, Williams holds an approximate 66 percent interest in WPZ, comprised of an approximate 64 percent limited partner interest and all of WPZ’s 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, 2014 and December 31, 2013 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 $2.3 million and $2.2 million in the three months ended March 31, 2014 and March 31, 2013, respectively. Included in the distributions is a $0.3 million return of capital from Pine Needle in 2014.

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 SEC 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 2013 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.

Certain prior period amounts reported within Total operating costs and expenses in the Condensed Consolidated Statement of Comprehensive Income have been reclassified to conform to the current presentation. The effect of the correction decreased Depreciation and amortization and increased Other expense, net by $9.0 million related to the reclassification of asset retirement obligation (ARO), with no net impact on Total operating costs and expenses, Operating Income or Net Income.

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Contingent Liabilities and Commitments (Notes)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingent Liabilities and Commitments

CONTINGENT LIABILITIES AND COMMITMENTS.

Rate Matters.

General rate case (Docket No. RP12-993) On August 31, 2012, we submitted to the FERC a general rate filing principally designed to recover increased costs and to comply with the terms of the settlement in our Docket No. RP06-569 rate proceeding (see below) which required us to file a rate case no later than August 31, 2012. On September 28, 2012, the FERC issued an order accepting our filing subject to the outcome of a hearing. The rates for certain services that were proposed as overall rate decreases became effective October 1, 2012, without suspension. The increased rates became effective March 1, 2013, subject to refund and the outcome of a hearing. On August 27, 2013, after reaching an agreement in principle with the participants, we filed a stipulation and agreement (Agreement) proposing to resolve all issues in this proceeding without the need for a hearing. On December 6, 2013, the FERC issued an order approving the Agreement without modifications. Pursuant to its terms, the Agreement became effective on March 1, 2014 and refunds of approximately $118 million were issued on April 18, 2014. We previously provided a reserve for the refunds, which was reclassified, from Reserve for rate refunds to Payable - Trade and other on the accompanying Condensed Consolidated Balance Sheet at March 31, 2014.

General rate case (Docket No. RP06-569) On August 31, 2006, we submitted to the 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. We intend to continue to pursue approval of our proposed rate design. If we are unsuccessful, we believe any refunds would not be material to our results of operations.

Environmental Matters.

We have had studies underway to test some of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation may be necessary. We have 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 $6 million to $8 million (including both expense and capital expenditures), measured on an undiscounted basis, and will be spent over the next three to five 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, 2014, we had a balance of approximately $3.7 million for the expense portion of these estimated costs recorded in current liabilities ($2.3 million) and other long-term liabilities ($1.4 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2013, we had a balance of approximately $4.1 million for the expense portion of these estimated costs recorded in current liabilities ($2.3 million) and other long-term liabilities ($1.8 million) in the accompanying Condensed Consolidated Balance Sheet.

Although we discontinued the use of lubricating oils containing polychlorinated biphenyls (PCBs) in the 1970s, we have discovered residual PCB contamination in equipment and soils at certain gas compressor station sites. We have worked closely with the EPA and state regulatory authorities regarding PCB issues, and we have a program to assess and remediate such conditions where they exist. In addition, we commenced negotiations with certain environmental authorities and other parties concerning investigative and remedial actions relative to potential mercury contamination at certain gas metering sites. All such costs are included in the $6 million to $8 million range discussed above.

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 $6 million to $8 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. However, in September 2009, the EPA announced it would reconsider the 2008 NAAQS for ground level ozone to ensure that the standards were clearly grounded in science, and were protective of both public health and the environment. As a result, the EPA delayed designation of new eight-hour ozone non-attainment areas under the 2008 standards until the reconsideration is complete. In January 2010, the EPA proposed to further reduce the ground-level ozone NAAQS from the March 2008 levels. In September 2011, the EPA announced that it was proceeding with required actions to implement the 2008 ozone standard and area designations. In May 2012, the EPA completed designation of new eight-hour ozone non-attainment areas. Several Transco facilities are located in 2008 ozone non-attainment areas; however, each facility has been previously subjected to federal and/or state emission control requirements implemented to address preceding ozone standards. To date, no new federal or state actions have been proposed to mandate additional emission controls at these facilities. At this time, it is unknown whether future federal or state regulatory actions associated with implementation of the 2008 ozone standard will impact our operations and increase the cost of additions to property, plant and equipment. Until any additional federal or state regulatory actions are proposed, we are unable to estimate the cost of additions that may be required to meet this new regulation.

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, 2014, we had a balance of approximately $1.5 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.3 million) in the accompanying Condensed Consolidated Balance Sheet. At December 31, 2013, we had a balance of approximately $1.8 million of uncollected environmental related regulatory assets recorded in current assets ($1.2 million) and other assets ($0.6 million) in the accompanying Condensed Consolidated Balance Sheet.

By letter dated September 20, 2007, the EPA required us to provide information regarding natural gas compressor stations in the states of Mississippi and Alabama as part of the EPA’s investigation of our compliance with the Federal Clean Air Act (Act). By January 2008, we responded with the requested information. By Notices of Violation (NOVs) dated March 28, 2008, the EPA found us to be in violation of the requirements of the Act with respect to these compressor stations. We met with the EPA in May 2008 to discuss the allegations contained in the NOVs; in June 2008, we submitted to the EPA a written response denying the allegations. The EPA has requested additional information pertaining to these compressor stations and in May 2011, we submitted information in response to the EPA’s latest request. In August, 2010, the EPA requested, and we provided, similar information for a compressor station in Maryland. Since 2011, we have not received any additional requests from the EPA for information related to these facilities.

Other Matters.

Various other proceedings are pending against us and are considered incidental to our operations.

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.

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Condensed Consolidated Statement of Comprehensive Income (Unaudited) (Parentheticals) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated other comprehensive income reclassification for realized losses on interest rate hedges	$ 84	$ 79

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Debt and Financing Arrangements (Details) (USD $)	Mar. 31, 2014
Williams Partners L.P. [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 2,500,000,000
Commercial paper	0
$2.5 billion credit facility [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	500,000,000
Letters of credit outstanding, amount	0
Line of credit facility, amount outstanding	0
$2.5 billion credit facility [Member] | Williams Partners L.P. [Member] | Commercial paper [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	2,000,000,000
$2.5 billion credit facility [Member] | Williams Partners L.P. [Member] | Letter of credit [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,300,000,000

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Entity [Abstract]
Entity Registrant Name	Transcontinental Gas Pipe Line Company, LLC
Entity Central Index Key	0000099250
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		0

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ARO Trust (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Investments, Debt and Equity Securities [Abstract]
Annual funding obligation	$ 36.4
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, amortized cost basis	41.5	28.9
Available-for-sale securities, fair value	45.0	32.7
Cash and Money Market Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, amortized cost basis	13.9	6.5
Available-for-sale securities, fair value	13.9	6.5
U.S. Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, amortized cost basis	6.7	8.0
Available-for-sale securities, fair value	9.3	11.1
International Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, amortized cost basis	5.7	4.2
Available-for-sale securities, fair value	6.4	4.9
Municipal Bond Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, amortized cost basis	15.2	10.2
Available-for-sale securities, fair value	$ 15.4	$ 10.2

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Condensed Consolidated Balance Sheet (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash	$ 146	$ 113
Receivables:
Affiliates	932	2,601
Advances to affiliate	603,014	526,380
Trade and other	127,964	148,172
Transportation and exchange gas receivables	6,386	6,757
Inventories	51,611	47,532
Regulatory assets	42,000	37,520
Other	6,820	13,451
Total current assets	838,873	782,526
Investments, at cost plus equity in undistributed earnings	49,493	50,262
Property, Plant and Equipment:
Natural gas transmission plant	8,940,104	8,867,626
Less-Accumulated depreciation and amortization	3,131,335	3,090,234
Total property, plant and equipment, net	5,808,769	5,777,392
Other Assets:
Regulatory assets	252,633	256,612
Other	66,272	57,785
Total other assets	318,905	314,397
Total Assets	7,016,040	6,924,577
Payables:
Affiliates	28,750	28,268
Trade and other	237,985	114,635
Transportation and exchange gas payables	2,165	3,599
Reserve for rate refunds	0	98,217
Accrued liabilities	147,021	153,263
Total current liabilities	415,921	397,982
Long-Term Debt	1,428,389	1,428,355
Other Long-Term Liabilities:
Asset retirement obligations	238,765	238,085
Regulatory liabilities	288,182	269,563
Other	5,680	5,307
Total other long-term liabilities	532,627	512,955
Contingent Liabilities and Commitments (Note 2)
Owner's Equity:
Member's capital	2,311,499	2,257,499
Retained earnings	2,327,824	2,328,044
Accumulated other comprehensive loss	(220)	(258)
Total owner's equity	4,639,103	4,585,285
Total liabilities and owner's equity	$ 7,016,040	$ 6,924,577

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Other (Notes)

3 Months Ended

Mar. 31, 2014

Other Income and Expenses [Abstract]

Other

OTHER.

For the three months ended March 31, 2014, we capitalized $1.5 million of project feasibility cost associated with the Hillabee Expansion Project and the Atlantic Sunrise Project, which had been expensed in prior periods in Other expense, net, upon determining that the projects were probable of development.

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Transactions with Affiliates (Notes)

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Transactions with Affiliates

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, 2014 and December 31, 2013, our advances to WPZ totaled approximately $603.0 million and $526.4 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 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, 2014, the interest rate was 0.01 percent.

Included in our Operating Revenues in the accompanying Condensed Consolidated Statement of Comprehensive Income are revenues received from affiliates of $1.3 million and $5.9 million for the three months ended March 31, 2014 and 2013, 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 our Cost of natural gas sales in the accompanying Condensed Consolidated Statement of Comprehensive Income are cost of gas purchased from affiliates of $3.4 million and $2.4 million, for the three months ended March 31, 2014 and 2013, 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 $75.2 million and $74.6 million in the three months ended March 31, 2014 and 2013, 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 $1.3 million and $1.5 million for the three months ended March 31, 2014 and 2013, 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 to WPO totaling $112.0 million and $65.0 million during the three months ended March 31, 2014 and 2013, respectively. During April 2014, we made an additional distribution to WPO of $123.0 million. WPO made contributions to us totaling $54.0 million and $55.0 million in the three months ended March 31, 2014 and 2013, respectively, to fund a portion of our expenditures for additions to property, plant and equipment. In April 2014, WPO made an additional $40.0 million contribution to us.

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Fair Value Measurements (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	$ 45,000,000	$ 32,700,000
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract]
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	0		0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0		0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0		0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0		0
Fair Value, Inputs, Level 1 [Member]
Additional Fair Value Elements [Abstract]
Notes receivable	0	0
Long-term debt	0	0
Fair Value, Inputs, Level 2 [Member]
Additional Fair Value Elements [Abstract]
Notes receivable	5,600,000	6,300,000
Long-term debt	(1,550,300,000)	(1,512,900,000)
Fair Value, Inputs, Level 3 [Member]
Additional Fair Value Elements [Abstract]
Notes receivable	0	0
Long-term debt	0	0
Reported Value Measurement [Member]
Additional Fair Value Elements [Abstract]
Notes receivable	5,600,000	6,300,000
Long-term debt	(1,428,400,000)	(1,428,400,000)
Estimate of Fair Value Measurement [Member]
Additional Fair Value Elements [Abstract]
Notes receivable	5,600,000	6,300,000
Long-term debt	(1,550,300,000)	(1,512,900,000)
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	45,000,000	32,700,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	0	0
Fair Value, Measurements, Recurring [Member] | Reported Value Measurement [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	45,000,000	32,700,000
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
ARO Trust investments	$ 45,000,000	$ 32,700,000

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Basis of Presentation (Details) (USD $)	3 Months Ended									3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2013 Depreciation and amortization [Member]	Mar. 31, 2013 Other expense, net [Member]	Mar. 31, 2013 Total operating costs and expenses [Member]	Mar. 31, 2013 Operating Income [Member]	Mar. 31, 2013 Net Income [Member]	Mar. 31, 2014 Cardinal Pipeline Company, LLC [Member]	Dec. 31, 2013 Cardinal Pipeline Company, LLC [Member]	Mar. 31, 2014 Pine Needle LNG Company, LLC [Member]	Dec. 31, 2013 Pine Needle LNG Company, LLC [Member]
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Parent, total parent ownership percentage	66.00%
Parent, limited partner ownership percentage	64.00%
Parent, general partner ownership percentage	2.00%
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage								45.00%	45.00%	35.00%	35.00%
Equity method investment, distributions	$ 2,300,000	$ 2,200,000
Equity method investment, return of capital	301,000	0								300,000
Prior Period Reclassification Adjustment [Line Items]
Prior period reclassification adjustment			$ 9,000,000	$ (9,000,000)	$ 0	$ 0	$ 0

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ARO Trust (Tables)

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

ARO Trust

Investments in available-for-sale securities within the ARO Trust at fair value were as follows (in millions):

	March 31, 2014				December 31, 2013
	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Cash and Money Market Funds	$	13.9	$	13.9	$	6.5	$	6.5
U.S. Equity Funds	6.7		9.3		8.0		11.1
International Equity Funds	5.7		6.4		4.2		4.9
Municipal Bond Funds	15.2		15.4		10.2		10.2
Total	$	41.5	$	45.0	$	28.9	$	32.7

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities.

							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, 2014:
Measured on a recurring basis:
ARO Trust investments	$	45.0		$	45.0		$	45.0	$	—		$	—
Additional disclosures:
Notes receivable	5.6			5.6			—		5.6			—
Long-term debt	(1,428.4		)	(1,550.3		)	—		(1,550.3		)	—
Assets (liabilities) at December 31, 2013:
Measured on a recurring basis:
ARO Trust investments	$	32.7		$	32.7		$	32.7	$	—		$	—
Additional disclosures:
Notes receivable	6.3			6.3			—		6.3			—
Long-term debt	(1,428.4		)	(1,512.9		)	—		(1,512.9		)	—

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Contingent Liabilities and Commitments (Details) (USD $)	0 Months Ended			3 Months Ended		3 Months Ended
	Apr. 18, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Environmental assessment and remediation [Member]	Dec. 31, 2013 Environmental assessment and remediation [Member]	Mar. 31, 2014 Environmental assessment and remediation [Member] Minimum [Member]	Mar. 31, 2014 Environmental assessment and remediation [Member] Maximum [Member]	Mar. 31, 2014 Potentially responsible party at various Superfund and state waste disposal sites [Member]
Commitments and Contingencies Disclosure [Abstract]
Refund payments	$ 118,000,000
Site Contingency [Line Items]
Environmental assessment and remediation costs, low estimate				6,000,000
Environmental assessment and remediation costs, high estimate				8,000,000				500,000
Expected duration of environmental assessment and remediation spending						3 years	5 years
Accrued environmental assessment and remediation costs, total				3,700,000	4,100,000
Accrued environmental assessment and remediation costs, current				2,300,000	2,300,000
Accrued environmental assessment and remediation costs, noncurrent				1,400,000	1,800,000
Regulatory assets, total				1,500,000	1,800,000
Regulatory assets, current		42,000,000	37,520,000	1,200,000	1,200,000
Regulatory assets, noncurrent		$ 252,633,000	$ 256,612,000	$ 300,000	$ 600,000

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Other (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Other Income and Expenses [Abstract]
Capitalization of project feasibility costs previously expensed	$ 1.5

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Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 111,780	$ 88,975
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	69,654	76,466
Allowance for equity funds used during construction (equity AFUDC)	(2,182)	(3,366)
Changes in operating assets and liabilities:
Receivables - affiliates	1,669	(268)
Receivables - trade and other	20,174	(6,116)
Transportation and exchange gas receivable	371	(1,872)
Inventories	(4,079)	(4,196)
Payables - affiliates	482	(5,473)
Payables - trade	(59,215)	(9,242)
Accrued liabilities	(10,131)	11,735
Reserve for rate refunds	20,019	10,574
Asset retirement obligation removal costs	(3,753)	(1,847)
Other, net	14,822	4,641
Net cash provided by operating activities	159,611	160,011
Cash flows from financing activities:
Cash distributions to parent	(112,000)	(65,000)
Cash contributions from parent	54,000	55,000
Other, net	4,143	7,542
Net cash used in financing activities	(53,857)	(2,458)
Cash flows from investing activities:
Property, plant and equipment additions, net of equity AFUDC	(23,365)	(85,816)
Disposal of property, plant and equipment, net	5,241	1,423
Advances to affiliate, net	(76,634)	(73,178)
Return of capital from unconsolidated affiliates	301	0
Purchase of ARO Trust investments	(28,851)	(8,938)
Proceeds from sale of ARO Trust investments	16,851	8,577
Other, net	736	333
Net cash used in investing activities	(105,721)	(157,599)
Increase (decrease) in cash	33	(46)
Cash at beginning of period	113	185
Cash at end of period	146	139
Increase to property, plant and equipment	(86,979)	(109,985)
Changes in related accounts payable and accrued liabilities	63,614	24,169
Property, plant and equipment additions, net of equity AFUDC	$ (23,365)	$ (85,816)

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Fair Value Measurements (Notes)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS.

The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities.

							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, 2014:
Measured on a recurring basis:
ARO Trust investments	$	45.0		$	45.0		$	45.0	$	—		$	—
Additional disclosures:
Notes receivable	5.6			5.6			—		5.6			—
Long-term debt	(1,428.4		)	(1,550.3		)	—		(1,550.3		)	—
Assets (liabilities) at December 31, 2013:
Measured on a recurring basis:
ARO Trust investments	$	32.7		$	32.7		$	32.7	$	—		$	—
Additional disclosures:
Notes receivable	6.3			6.3			—		6.3			—
Long-term debt	(1,428.4		)	(1,512.9		)	—		(1,512.9		)	—

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:

Cash and short-term financial assets (advances to affiliate) that have variable interest rates — The carrying amount is a reasonable estimate of fair value due to the short maturity of those instruments.

ARO Trust investments — We deposit a portion of our collected rates, pursuant to the Agreement in 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, 2014 or 2013.

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Transactions with Affiliates (Details) (USD $)	3 Months Ended			3 Months Ended					1 Months Ended	3 Months Ended
	Mar. 31, 2014 employee	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Affiliated Entity [Member]	Mar. 31, 2013 Affiliated Entity [Member]	Mar. 31, 2014 Williams Partners L.P. [Member]	Dec. 31, 2013 Williams Partners L.P. [Member]	Mar. 31, 2014 Williams Field Services Group, LLC [Member]	Apr. 30, 2014 Williams Partners Operating LLC [Member]	Mar. 31, 2014 Williams Partners Operating LLC [Member]	Mar. 31, 2013 Williams Partners Operating LLC [Member]
Related Party Transaction [Line Items]
Advances to affiliate	$ 603,014,000		$ 526,380,000			$ 603,000,000	$ 526,400,000
Related party transaction, rate	0.01%
Operating revenues, related party	1,300,000	5,900,000
Cost of natural gas sales, related party	3,400,000	2,400,000
Entity number of employees	0
Expenses, related party	75,200,000	74,600,000		(1,300,000)	(1,500,000)
Pre-payments for capital projects								4,200,000
Equity distributions	112,000,000	65,000,000							123,000,000	112,000,000	65,000,000
Contributions	$ 54,000,000	$ 55,000,000							$ 40,000,000	$ 54,000,000	$ 55,000,000