Transco JUL 8 2015 New York Bay App.Pdf

UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of ) ) Transcontinental Gas Pipe Line ) Docket No. CP15- Company, LLC )

APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

(New York Bay Expansion Project)

Communications with respect to this application should be addressed to:

Scott Turkington, Director, Rates & Regulatory Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-3391

* Sarah Centrich, Senior Attorney Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-2633

A copy should also be sent to:

Marshia M. Younglund Manager, Regulatory Affairs The Williams Companies, Inc. 1627 Eye Street, N.W., Suite 900 Washington, D.C. 20006 (202) 833-6094

Filed: July 8, 2015

______* Designated to receive service in accordance with Rule 2010 of the Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.2010. UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of ) ) Transcontinental Gas Pipe Line ) Docket No. CP15- Company, LLC )

APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

(New York Bay Expansion Project)

Transcontinental Gas Pipe Line Company, LLC (“Transco”) hereby files this application, in abbreviated form, pursuant to Sections 7(b) and 7(c) of the Natural Gas Act

(“NGA”), 15 U.S.C. §§ 717f(b) and (c), and Part 157(A) of the Federal Energy Regulatory

Commission (“Commission”) regulations, 18 C.F.R. §§ 157.5, et seq., for an order issuing a certificate of public convenience and necessity authorizing Transco to construct and operate its New York Bay Expansion Project, sometimes referred to as the “Project,” and to abandon minor segments of pipeline that will be replaced. The Project will enable Transco to provide an additional 115,000 dekatherms per day (“dt/day”) of firm transportation service to The

Brooklyn Union Gas Company, d/b/a National Grid NY (“National Grid NY”) to meet its supply needs for the 2017/2018 winter heating season.

Transco requests that the Commission issue a final order granting the authorizations requested herein by May 1, 2016, which will enable Transco to commence timely construction of the proposed facilities to meet the November 1, 2017 target in-service date for the Project. In support of this application and in accordance with the Commission’s regulations,

Transco states the following:

I. GENERAL

The exact legal name of the applicant is Transcontinental Gas Pipe Line Company,

LLC, a limited liability company formed and existing under the laws of the State of Delaware.

Transco’s principal place of business is 2800 Post Oak Boulevard, Houston, Texas

77056-6106.

The names, titles, addresses and telephone numbers of the persons to whom correspondence and communications concerning this application are to be addressed are:

Scott Turkington, Director, Rates & Regulatory Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-3391 [email protected]

* Sarah Centrich, Senior Attorney Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-2633 [email protected]

With a copy to:

Marshia M. Younglund Manager, Regulatory Affairs The Williams Companies, Inc. 1627 Eye Street, N.W., Suite 900 Washington, D.C. 20006 (202) 833-6094 [email protected] ______* Designated to receive service in accordance with Rule 2010 of the Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.2010.

- 2 -

II. DESCRIPTION OF EXISTING OPERATIONS

Transco is a natural gas pipeline company engaged in the transportation of natural gas in interstate commerce by means of its natural gas transmission system extending from Texas,

Louisiana, and the offshore Gulf of Mexico area, through Mississippi, Alabama, Georgia,

South Carolina, North Carolina, Virginia, Maryland, Pennsylvania, and New Jersey, to its termini in the New York City metropolitan area.

III. EXECUTIVE SUMMARY

By the instant application, Transco seeks NGA Sections 7(b) and (c) authorization for the construction and operation of the New York Bay Expansion Project, which will provide an additional 115,000 dt/day of firm transportation service to National Grid NY. 65,000 dt/day of firm transportation service will be provided from Transco’s existing Compressor Station 195 in York County, Pennsylvania (“Compressor Station 195”) to an existing interconnection between Transco’s Lower New York Bay Lateral (“LNYBL”) and its Rockaway Delivery

Lateral at or near milepost 34.31 in New York state waters (“Rockaway Transfer Point”), and

50,000 dt/day of firm transportation service will be provided from Compressor Station 195 to an existing interconnection with National Grid NY at the Narrows meter station in Richmond

County, New York. The Project will include compressor station modifications and additional horsepower at three existing compressor stations, minor pipeline replacements on the LNYBL, a pressure uprate of the LNYBL, modifications at the Narrows, Morgan and Downingtown meter and regulating (“M&R”) stations, and construction or modification of related appurtenant underground and aboveground facilities. No additional pipeline or pipeline looping is required.

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The firm transportation service under the Project will be rendered pursuant to Rate

Schedule FT of Transco’s FERC Gas Tariff and Transco’s blanket certificate under Part 284(G) of the Commission’s regulations; therefore, this service will be subject to the terms and conditions of Transco’s FERC Gas Tariff, as the same may be amended from time to time.

Transco has executed a binding precedent agreement with National Grid NY for 100% of the firm transportation service to be provided under the Project. The precedent agreement requires National Grid NY and Transco to execute a long-term firm transportation service agreement within 10 business days after the date Transco tenders the service agreement to

National Grid NY for execution.

The Project will provide significant public benefits and is consistent with the

Commission’s Statement of Policy on the Certification of New Interstate Natural Gas Pipeline

Facilities issued in Docket No. PL99-3-000 (hereinafter referred to as the “Policy Statement”).1

IV. DESCRIPTION OF PROPOSED FACILITIES

The Project will involve the construction of the following facilities:

 Compressor Station 207 (“Station 207”) - The addition of an incremental 11,000 horsepower at Transco’s existing Station 207 in Middlesex County, New Jersey. This will include installation of a new electric motor-driven compressor unit (Unit 3) and associated equipment, gas cooling, and modifications to station piping and valves. As further discussed below, Transco seeks Commission authorization to operate the new electric motor-driven compressor unit in excess of 11,000 horsepower, provided that the total horsepower utilized at Station 207 does not exceed the station’s total certificated horsepower (i.e., 26,400 horsepower upon completion of the Project).

 Compressor Station 200 (“Station 200”) – Increase by 2,140 horsepower the total authorized station horsepower at Transco’s existing Station 200 in Chester County, Pennsylvania. The total certificated horsepower for the station will increase from 30,860 horsepower to 33,000 horsepower so that the authorized horsepower matches the total nameplate horsepower of the 13 compressor units at the station.

1 Certification of New Interstate Natural Gas Pipeline Facilities, 88 FERC ¶ 61,277 (1999); Order Clarifying Statement of Policy, 90 FERC ¶ 61,128 (2000); Order Further Clarifying Statement of Policy, 92 FERC ¶ 61,094 (2000).

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This proposed increase in total station horsepower will not require any modifications to the existing compression facilities.

 Compressor Station 303 (“Station 303”) - The addition of an incremental 2,500 horsepower at Transco’s existing Station 303 in Essex County, New Jersey. This will be accomplished by uprating existing electric compressor Unit 1 from 25,000 horsepower to 27,500 horsepower, and modifying the associated gear box. The additional horsepower will allow Transco to maintain pressure commitments to existing customers.

 Lower New York Bay Lateral Pipeline – Three segments of the LNYBL in Middlesex County, New Jersey will be replaced with approximately 0.25 miles of 42-inch pipe in an adjacent trench within the existing right of way. The replaced 42-inch pipeline segments will be abandoned by removal. This replacement will allow for a pressure uprate of the LNYBL from 960 to 1000 psig.

 Morgan M&R Station – The addition of regulators and an associated building and modifications to station valves and yard piping to maintain pressures at the Morgan M&R station located in Middlesex County, New Jersey.

 Narrows Meter Station – The existing infrastructure at the Narrows meter station in Richmond County, New York will be modified to accommodate the additional 50,000 dt/day to be delivered at the station. This will include modifications to station valves and yard piping and a new remote terminal unit building. To accommodate the construction outage at the station, Transco will install temporary M&R facilities upstream at the Staten Island Heater Site.

 Downingtown M&R Station - Installation of approximately 80 feet of 30-inch bypass piping at the Downingtown M&R station in Chester County, Pennsylvania and modifications to station valves and yard piping. The installations will allow Mainline “A” to bypass the station.

 Related appurtenant facilities.

The location and description of the Project facilities are detailed in Transco’s

Environmental Report, attached as Exhibit F-1 hereto.

As noted above, Transco is requesting authorization to install a new electric motor- driven compressor unit at Station 207 which will increase the total certificated horsepower of the station from 15,400 horsepower to 26,400 horsepower. The electric motor will be rated at

- 5 - a minimum of 11,000 horsepower and will be capable of generating additional horsepower.2

Under certain operating conditions, such as the unavailability of other compressor units at this location or to achieve the most fuel efficient operating condition for the station or system,

Transco may operate the electric motor up to its full capability, and, in such event, Transco would use the automated station control systems to ensure that the total horsepower at the station would at no time exceed the station’s total certificated horsepower (i.e.,

26,400 horsepower, upon completion of the Project). Accordingly, Transco requests certificate authorization to operate the electric motor in such a manner.

The flow diagrams and data that demonstrate the effect of the proposed facilities on the existing operational capabilities and conditions of Transco’s system are included in Exhibits G and G-II hereto. As demonstrated in these exhibits, the Project facilities will enable Transco to deliver an additional 65,000 dt/day from Transco’s Compressor Station 195 to the Rockaway

Transfer Point and 50,000 dt/day to the Narrows meter station. These exhibits also demonstrate that there will be no adverse impact on service provided to Transco’s existing customers as a result of the Project.

Exhibit F hereto shows the specific locations of the Project facilities. Transco estimates that the proposed facilities will cost approximately $112 million, as detailed in Exhibit K hereto. The cost of the proposed facilities will be financed initially through short-term loans and funds on hand. Permanent financing will be undertaken at a later date as part of Transco’s overall, long-term financing program.

2 Horsepower capability of an electric motor’s frame size generally spans several thousand horsepower for this type of electric motor with minimal impact to installed cost. Transco plans to install the largest frame size compatible with the compressor case, foundations, and supporting electrical infrastructure in order to maximize station reliability and operational flexibility in a cost efficient manner.

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As shown in the information contained in Exhibit F-I hereto, the construction and operation of the proposed facilities will not have a significant impact on human health or the environment. The proposed facilities were designed to minimize impacts to landowners, communities, and the environment. Transco hereby certifies that the proposed facilities will be designed, constructed, inspected, tested, operated, and maintained in accordance with all applicable safety standards and plans for maintenance and inspection.

V. MARKET SUPPORT AND GAS SUPPLY

Following Transco’s execution of the precedent agreement with National Grid NY for

115,000 dt/day of firm transportation service under the Project, Transco held an open season from March 6, 2015 through March 26, 2015, during which Transco offered firm transportation service under the Project to other shippers. However, no other acceptable requests for firm transportation service under the Project were received.

The target in-service date of the Project is November 1, 2017. The precedent agreement between Transco and National Grid NY requires the parties to execute a long-term firm transportation service agreement under Transco’s Rate Schedule FT within 10 business days after the date Transco tenders the service agreement to National Grid NY for execution. A copy of the precedent agreement is attached in Exhibit I hereto.3

3 The precedent agreement contains confidential commercial information exempt from disclosure under the Freedom of Information Act and, therefore, is being submitted separately as privileged information pursuant to Section 388.112 of the Commission’s regulations. Specifically, the precedent agreement contains commercially sensitive information, including termination rights and other provisions, disclosure of which to Transco’s competitors could cause substantial harm to Transco’s continuing ability to compete for new markets and firm transportation commitments. Please note that the facts of the precedent agreement relevant to this application are, in any event, set forth herein above, and pursuant to Commission policy any non-conforming terms of service will be placed on public file with the Commission prior to commencement of firm transportation service under the Project.

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National Grid NY will be responsible for contracting directly with suppliers of natural gas and arranging for the deliveries of gas supplies to be transported from Transco’s

Compressor Station 195 to the Rockaway Transfer Point and the Narrows meter station.

VI. TARIFF

The firm transportation service under the Project will be rendered under Transco’s Rate

Schedule FT and Part 284(G) of the Commission’s regulations. The service agreement, which has a primary term of 15 years, will provide for the firm transportation by Transco of 65,000 dt/day from Transco’s Compressor Station 195 to the Rockaway Transfer Point and 50,000 dt/day from Compressor Station 195 to the Narrows meter station.

For the firm transportation service performed under the Project, National Grid NY will pay the maximum recourse reservation rate and commodity rate and all other applicable charges, surcharges, and fuel retention under Rate Schedule FT as set forth in the precedent agreement.

Exhibit P hereto sets forth the incremental cost of service and derivation of the Project maximum recourse rates. The recourse reservation and commodity rates are derived from the applicable incremental cost of service and billing determinants for the Project facilities. The incremental cost of service for the Project has been calculated using Transco’s estimated cost of facilities, engineering estimates for operation and maintenance expenses based on estimates for similar facilities and other cost factors, including a pre-tax return of 15.34%, the pre-tax return underlying the design of Transco’s approved settlement rates in Docket Nos. RP01-245-

000 et al. (“RP01-245 Settlement”) and a depreciation rate of 2.61%, which is Transco’s onshore transmission depreciation rate (including negative salvage) included in the Stipulation

- 8 - and Agreement approved by the Commission on December 6, 2013 in Docket Nos. RP12-993-

000, et al. The derivation and support for the initial Project recourse rates are detailed in

Exhibit P hereto.

Transco proposes to assess National Grid NY its allocated share of fuel and electric power for transportation service under this Project. The electric power costs for Stations 207 and 303 and the fuel burned at Station 200 will be allocated to the Project based on certificated horsepower installed for the Project at each respective compressor station compared to the station’s total certificated horsepower. Any difference, positive or negative, between the fuel and electric power costs allocated to the Project and the fuel retention and electric power costs retained/collected by applying the Zone 6-6 fuel retention and electric power rates will be deferred and directly assigned to National Grid NY in the form of fuel retention and electric power surcharges. This approach is consistent with the methodology implemented by Transco in compliance with the Commission’s order approving Transco’s Leidy to Long Island

Project.4

VII. PUBLIC CONVENIENCE AND NECESSITY

The Commission provided guidance in the Policy Statement as to how it would evaluate proposals for certificating new capacity. The Policy Statement sets forth criteria for determining whether there is a need for a proposed project and whether the proposed project will serve the public interest. The Policy Statement explains that in deciding whether to authorize the construction of major new pipeline facilities, the Commission will balance the public benefits against the potential adverse consequences of the project. In evaluating new pipeline construction, the Commission’s goal is to give appropriate consideration to the

4 Transcontinental Gas Pipe Line Corporation, 115FERC ¶ 61,200, at P 25 (2006).

- 9 - enhancement of competitive transportation alternatives, the possibility of overbuilding, subsidization by existing customers, the applicant’s responsibility for unsubscribed capacity, the avoidance of unnecessary disruptions of the environment, and the unneeded exercise of eminent domain.5

Under this policy, the threshold requirement for pipelines proposing new projects is that the pipeline must be prepared to financially support the project without relying on subsidization from existing customers. The next step is to determine whether the applicant has made efforts to eliminate or minimize any adverse effects the project might have on the applicant’s existing customers, existing pipelines in the market and their captive customers, or landowners and communities affected by the route of the new pipeline. If residual adverse effects on these interest groups are identified after efforts have been made to minimize them, the Commission will evaluate the project by balancing the evidence of public benefits to be achieved against the residual adverse effects. This is essentially an economic test. Only when the benefits outweigh the adverse effects on economic interests will the Commission proceed to complete the environmental analysis, in which other interests are considered.6

Approval of the instant application is required by the public convenience and necessity.

The Project meets the criteria outlined in the Policy Statement. Transco has submitted a binding precedent agreement for the capacity to be created by the Project, thereby demonstrating a specific market need for the Project. As further explained below, Transco submits that the benefits of the Project clearly outweigh any potential adverse effects.

5 Policy Statement, 88 FERC at 61,747-48. 6 Transcontinental Gas Pipe Line Company, LLC and Florida Gas Transmission, LLC, 132 FERC ¶ 61,040 (2002).

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A. No Financial Subsidies from Existing Shippers

The Commission has consistently determined that where a pipeline proposes to charge incremental rates for new construction, the pipeline satisfies the threshold requirement that the project will not be subsidized by existing shippers.7 As described above, Transco proposes an incremental recourse rate designed to recover the incremental cost of service attributable to the

Project facilities. Therefore, the Project satisfies the Commission’s threshold requirement under the Policy Statement that there be no subsidy from existing shippers.

B. Transco Has Eliminated or Minimized Potential Adverse Effects on Relevant Interests

The Commission has recognized three specific areas where the applicant has the responsibility of identifying and mitigating potential adverse effects of a project: the interests of the applicant’s existing customers, the interests of competing existing pipelines and their captive customers, and the economic interests of landowners and surrounding communities.

Transco has identified below the potential adverse effects of the Project on these interest holders and explains how any potential adverse impacts have been or will be mitigated or eliminated in the design or implementation of the Project.

1. The Project Will Have No Adverse Impact on Transco’s Existing Customers.

There will be no adverse rate impact on existing customers because the Project

is incrementally priced. Exhibits G and G-II hereto demonstrate that there will be no

adverse operational impact on service currently provided to Transco’s existing

customers as a result of this Project.

7 Transcontinental Gas Pipe Line Corp., 98 FERC ¶ 61,155 (2002).

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2. The Project Will Have No Adverse Effect on Existing Pipelines Serving the Market or Their Captive Customers.

National Grid NY will use the capacity under the Project to serve the

incremental growth requirements of its markets and not to displace existing service

providers. Therefore, the Project will have no adverse effect on competing existing

pipelines or their captive customers.8

3. The Project Minimizes Impacts on Landowners and Other Stakeholders.

The Commission has recognized that every pipeline construction project will

cause some short-term impacts to landowners.9 However, the proposed facilities were

designed to minimize impact on the community and the environment. Virtually all of

the Project activities are within Transco’s existing rights of way and/or the property

boundaries of Transco’s existing facilities. Furthermore, Transco is committed to

continuing to work cooperatively with affected landowners and other stakeholders.

Transco will notify the local communities, affected landowners, and other

stakeholders impacted by the Project in accordance with Sections 157.6(d), 157.10(b)

and 157.10(c) of the Commission’s regulations. To that end, Transco contacted state

officials about the Project in April, 2015. Face to face meetings with local public

officials in New York were held in April, 2015. Initial contact was made with

Pennsylvania local public officials in May, 2015 and meetings were held with local

public officials in New Jersey in June, 2015. Meetings with first responders throughout

the Project area will be held in the summer and fall of 2015.

8 Colorado Interstate Gas Co., 95 FERC ¶ 61,221 (2001). 9 Policy Statement, 88 FERC at 61,747-48.

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To further facilitate stakeholder communication, Transco has established an

email support address ([email protected]), a Project website at

www.williams.com/newyorkbay, and a toll-free phone number (1-866-455-9103).

C. The Public Benefits of the Project Outweigh Any Potential Adverse Effects

The Project was designed and will be managed to avoid or minimize adverse effects on relevant public interests. The Project will have minimal environmental impacts since virtually all of the Project activities will take place within existing Transco rights of way and/or the property boundaries of existing Transco facilities. The public benefits of the Project are far more substantial than the potential adverse effects of the Project.

Market demand exists for the Project. As discussed above, a binding precedent agreement has been executed with National Grid NY for all of the capacity to be made available under the Project. The long term firm transportation service provided to National Grid NY will serve increasing demand on its distribution system.

The interests of surrounding communities will be served by approval of the Project because the Project will meet growth in the market for natural gas in the region and because of potential beneficial impacts on air quality by virtue of the fact that natural gas is a clean burning fuel in comparison to other fossil fuels.

Although there will be minor, temporary environmental impacts during the construction process, Transco is committed to complying with the environmental mitigation measures set forth in Exhibit F–I hereto as well as the environmental conditions and permit requirements imposed by federal, state, or local agencies.

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For the reasons set forth herein, the Project will provide substantial benefits with minimal adverse impacts. Therefore, Transco submits that the Project is consistent with the

Policy Statement and is in the public convenience and necessity.

VIII. TIMING FOR APPROVAL

Transco requests that the Commission issue a final order granting the authorizations requested herein by May 1, 2016, which will enable Transco to commence construction of the proposed facilities to meet the November 1, 2017 target in-service date for the Project.

IX. OTHER AUTHORIZATIONS

Transco is not aware of any other application to supplement or effectuate its proposals set forth herein which must be or is to be filed by Transco, any of Transco’s customers, or any other person with any other federal, state or other regulatory body. Federal authorizations that the Project will require are listed in Exhibit J hereto.

X. EXHIBITS

Notice of Application

Attached.

Exhibit A - Articles of Incorporation and Bylaws

Omitted. This information has previously been filed in Exhibit A to Transco’s application in Docket No. CP09-57, and is hereby incorporated herein by reference.

Exhibit B - State Authorizations

Omitted. This information has previously been filed in Exhibit B to Transco’s application in Docket No. CP62-190, and is hereby incorporated herein by reference.

- 14 -

Exhibit C - Company Officials

Attached.

Exhibit D - Subsidiaries and Affiliates

Omitted. This information has previously been filed in Exhibit D to Transco’s application in Docket No. CP12-462, and is hereby incorporated herein by reference.

Exhibit E - Other Pending Applications and Filings

There are no other applications or filings under Sections 1, 3, 4 or 7 of the NGA pending before the Commission which directly and significantly affect the instant application.

Exhibit F - Location of Facilities

Attached.

Exhibit F-I - Environmental Report

Submitted herewith under separate cover. Portions of the Environmental Report are submitted in a separate volume as privileged information and Critical Energy Infrastructure

Information (“CEII”).

Exhibits G and G-II- Flow Diagrams

Submitted herewith under separate cover is a copy of Exhibits G and G-II. Exhibits G and G-II contain competitively sensitive data regarding Transco’s market-area system design and flow conditions, disclosure of which to Transco’s competitors could cause substantial harm to Transco’s continuing ability to compete for new markets and firm transportation commitments. Therefore, Exhibits G and G-II are being submitted separately as privileged information pursuant to Section 388.112 of the Commission’s regulations. Transco requests that this information be accorded privileged treatment and placed in a non-public file.

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Exhibit H - Total Gas Supply Data

Omitted. See Transco’s discussion of gas supply in Article V of this application.

Exhibit I - Market Data

The precedent agreement contains confidential commercial information exempt from disclosure under the Freedom of Information Act and, therefore, is being submitted separately as privileged information pursuant to Section 388.112 of the Commission’s regulations.

Transco requests that this document be accorded privileged treatment and placed in a non-public file. Specifically, the precedent agreement contains commercially sensitive information, disclosure of which to Transco’s competitors could cause substantial harm to

Transco’s continuing ability to compete for new markets and firm transportation commitments.

Please note that the facts of the precedent agreement relevant to this application are, in any event, set forth in the body of this application, and pursuant to Commission policy any non- conforming terms of service will be placed on public file with the Commission prior to commencement of firm transportation service under the Project.

Exhibit J - Federal Authorizations

Attached.

Exhibit K - Cost of Facilities

Attached.

Exhibit L - Financing

Omitted. The cost of the proposed facilities will be financed initially through short- term loans and funds on hand. Permanent financing will be undertaken at a later date as part of Transco’s overall, long-term financing program.

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Exhibit M - Construction, Operation and Management

Omitted. The proposed facilities will be constructed by an independent contractor. The operation and maintenance of the proposed jurisdictional facilities will be performed by

Transco personnel.

Exhibit N - Revenues, Expenses and Income

See Exhibit P hereto.

Exhibit O - Depreciation and Depletion

Omitted. Transco intends to depreciate the proposed facilities at the rates authorized by the Commission from time to time for similar facilities.

Exhibit P - Tariff

Attached.

Exhibit T - Related Applications

The segments of the Lower New York Bay Lateral to be abandoned were originally authorized by Commission order issued July 11, 1967, in Docket No. CP66-233 (38 FPC ¶ 87).

Exhibit U - Contracts and Other Agreements

Omitted. Not applicable.

Exhibit V - Flow Diagram

Omitted. Not applicable. There will be no impact on the daily design capacity and operation of Transco’s system after abandonment.

Exhibit W - Impact on Customers Whose Services Will Be Terminated

Omitted. Not applicable.

- 17 -

Exhibit X - Effect of the Abandonment on Existing Tariffs

Omitted. There will be no effect upon any of Transco’s rate schedules or tariffs on file with the Commission.

Exhibit Y - Accounting Treatment of Abandonment

Attached is a statement reflecting the proposed entries recording the abandonment of facilities.

Exhibit Z-1 - Form of Confidentiality Agreement

Attached pursuant to § 388.112 of the Commission’s regulations.

Exhibit Z-2 - Information Regarding Public Outreach

Attached.

XI. CONCLUSION

WHEREFORE, Transco respectfully requests:

1. That the Commission issue an order granting Transco (1) a certificate of public convenience and necessity under Section 7(c) of the NGA authorizing the construction and operation of the Project facilities proposed herein, and (2) the necessary approvals under

Section 7(b) of the NGA for the abandonment of the segments of the Lower New York Bay

Lateral being replaced, all as more fully described in this application;

2. That the Commission issue a final order granting the authorizations requested herein by May 1, 2016;

3. That this application be processed in accordance with the shortened procedures set forth in Rules 801 and 802 of the Commission's Rules of Practice and Procedure, 18 C.F.R.

§§ 385.801 and 385.802 (and, in that connection, Transco requests that the intermediate

- 18 - decision procedure be omitted and waives oral hearing and the opportunity for filing exceptions to the decision of the Commission); and

4. That the Commission grant such other and further relief as may be proper and appropriate in the premises.

Respectfully submitted,

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

By: ______

Scott Turkington Director, Rates and Regulatory 713-215-3391

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STATEMENT UNDER RULE 2011(c)(5)

In accordance with Rule 2011(c)(5) of the Commission's Rules of Practice and

Procedure, 18 C.F.R. § 385.2011(c)(5), I hereby state that the paper copies of this filing and the electronic medium enclosed herewith contain the same information, that I know the contents of the paper copies and the electronic medium, and that the contents as stated in the paper copies and electronic medium are true to the best of my knowledge and belief.

______

Scott Turkington Director, Rates and Regulatory Transcontinental Gas Pipe Line Company, LLC

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Notice

NOTICE OF APPLICATION

UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

WASHINGTON, D. C.

In the Matter of ) ) Transcontinental Gas Pipe Line ) Docket No. CP15- Company, LLC )

NOTICE OF APPLICATION ( )

Take notice that on , 2015, Transcontinental Gas Pipe Line Company, LLC

(“Transco” or “Applicant”), Post Office Box 1396, Houston, Texas 77251, filed with the Federal

Energy Regulatory Commission (“Commission”) an application under Section 7 of the Natural Gas Act for a certificate of public convenience and necessity authorizing Transco’s New York Bay Expansion

Project (“Project”), an expansion of Transco’s existing pipeline system which will enable Transco to provide an additional 115,000 dt/day of firm transportation service to The Brooklyn Union Gas

Company, d/b/a National Grid NY (“National Grid NY”). 65,000 dt/day of firm transportation service will be provided from Transco’s existing Compressor Station 195 in York County, Pennsylvania

(“Compressor Station 195”) to an existing interconnection between Transco’s Lower New York Bay

Lateral (“LNYBL”) and its Rockaway Delivery Lateral at or near milepost 34.31 in New York state waters, and 50,000 dt/day of firm transportation service will be provided from Compressor Station 195 to an existing interconnection with National Grid NY at the Narrows meter station in Richmond County,

New York.

Transco states the Project will involve the construction and abandonment of the following facilities:

 Compressor Station 207 (“Station 207”) - The addition of an incremental 11,000 horsepower at Transco’s existing Station 207 in Middlesex County, New Jersey. This will include installation of a new electric motor-driven compressor unit (Unit 3) and associated equipment, gas cooling, and modifications to station piping and valves. Transco seeks Commission authorization to operate the new electric motor-driven compressor unit in excess of 11,000 horsepower, provided that the total horsepower utilized at Station 207 does not exceed the station’s total certificated horsepower (i.e., 26,400 horsepower upon completion of the Project).

 Morgan M&R Station – The addition of regulators and an associated building and modifications to station valves and yard piping to maintain pressures at the Morgan metering and regulating (“M&R” station located in Middlesex County, New Jersey.

 Related appurtenant facilities.

Transco has executed a binding precedent agreement with National Grid NY for 100% of the firm transportation service to be provided under the Project. Transco estimates that the proposed Project will cost approximately $112 million. Firm transportation service under the Project will be rendered by Transco pursuant to Rate Schedule FT of Transco’s FERC Gas Tariff and Transco’s blanket certificate under Part 284(G) of the Commission’s regulations.

Transco further requests that the Commission issue a final order granting the authorizations requested herein by May 1, 2016.

Transco’s contact person for the Project is Marg Camardello, (713) 215-3380. Her address is:

P.O. Box 1396, Houston, Texas 77251. In addition, Transco has established a toll-free phone number

(1-866-455-9103) so that parties can call with questions about the Project and an email support address

([email protected]).

Any person desiring to intervene or to protest this filing must file in accordance with Rules 211 and 214 of the Commission’s Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be considered by the Commission in determining the appropriate action to be taken, but will not serve to make protestants parties to the proceeding. Any person wishing to become a party must file a notice of intervention or motion to intervene, as appropriate. Such notices, motions, or protests must be filed on or before the comment date. Anyone filing a motion to intervene or protest must serve a copy of that document on the Applicant. On or before the comment date, it is not necessary to serve motions to intervene or protests on persons other than the Applicant.

The Commission encourages electronic submission of protests and interventions in lieu of paper using the “eFiling” link at http://www.ferc.gov. Persons unable to file electronically should submit an original and 14 copies of the protest or intervention to the Federal Energy Regulatory

Commission, 888 First Street, N.E., Washington, D.C. 20426.

This filing is accessible on-line at http://www.ferc.gov, using the “eLibrary” link and is available for review in the Commission’s Public Reference Room in Washington, D.C. There is an

“eSubscription” link on the web site that enables subscribers to receive email notification when a

document is added to a subscribed docket(s). For assistance with any FERC Online service, please email [email protected], or call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.

Comment Date: 5:00 pm Eastern Time on (insert date).

Kimberly D. Bose Secretary

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit C

COMPANY OFFICIALS

Exhibit C

COMPANY OFFICIALS

OFFICERS

Frank E. Billings Senior Vice President – Corporate Strategic Development One Williams Center, Tulsa, Oklahoma 74172

Rory L. Miller Senior Vice President – Atlantic-Gulf 2800 Post Oak Boulevard, Houston, Texas 77056

Fred E. Pace Senior Vice President – E&C One Williams Center, Tulsa, Oklahoma 74172

Brian L. Perilloux Senior Vice President – Operational Excellence 2800 Post Oak Boulevard, Houston, Texas 77056

Mark Cizek VP & GM Gulf East 2800 Post Oak Boulevard, Houston, Texas 77056

Joan A. Harris VP Asset Reliability & Performance 2800 Post Oak Boulevard, Houston, Texas 77056

Evan Reed Kirchen VP Project Execution Leader – Atlantic-Gulf 2800 Post Oak Boulevard, Houston, Texas 77056

Sarah C. Miller VP Corporate Secretary and Assistant General Counsel One Williams Center, Tulsa, Oklahoma 74172

James C. Moore VP Commercial Eastern Interstates 2800 Post Oak Boulevard, Houston, Texas 77056

Anthony W. Rackley Vice President Tax and Assistant Treasurer One Williams Center, Tulsa, Oklahoma 74172

Albert R. Taylor VP Operations Eastern Interstates 2800 Post Oak Boulevard, Houston, Texas 77056

Ted T. Timmermans Vice President and Chief Accounting Officer One Williams Center, Tulsa, Oklahoma 74172

Stephen A. Hatridge Vice President, Assistant General Counsel & Assistant Secretary 2800 Post Oak Boulevard, Houston, Texas 77056

Peter S. Burgess Treasurer One Williams Center, Tulsa, Oklahoma 74172

– 1 –

Jeffrey P. Heinrichs Controller 2800 Post Oak Boulevard, Houston, Texas 77056

William H. Gault Assistant Secretary One Williams Center, Tulsa, Oklahoma 74172

David A. Glenn Assistant Secretary 2800 Post Oak Boulevard, Houston, Texas 77056

Frank J. Ferazzi VP & GM Eastern Interstates 2800 Post Oak Boulevard, Houston, Texas 77056

MANAGERS

Frank J. Ferazzi Management Committee Member 2800 Post Oak Boulevard, Houston, Texas 77056

Rory L. Miller Management Committee Member 2800 Post Oak Boulevard, Houston, Texas 77056

– 2 – Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit F

LOCATION OF FACILITIES

5b) MNOJNN MROorEg a Cn OM.&R C CARBON CO. " 3) Sta 303 BERGEN CO. PA )"S NJ PA MORRIS CO. NJ ESSEX CO. WARREN CO. NJ NORTHAMPTON CO. NJ PA HUDSON CO. S5aC)H RUeYpLlaKcIeLL0 . 2C4O6. miles of 42" pipe NJ PA q UNION CO. NJ 6a) Narrows M&R LEHIGH CO. D " MIDDLPEA SEX CO. e " NJ l e 6b) Staten Island PA w RICHMOND CO. HUNTERDON CO. NY a NJ Heaters r e

R iv SOMERSET CO. e NJ 5) NJN Morgan M&R r " C See Inset Map BERKS CO. 4) Sta 207 )"S PA Inset Map MIDDLESEX CO. NJ BUCKS CO. C LEBANON CO. PA PA )"S MERCER CO. MONMOUTH CO. NJ NJ ainline sco M MONTGOMERY CO. Tran PA

C LANCASTER CO. )"S 2) Sta 200 PA

PROJECT SCOPE PHILADELPHIA CO. 1) Mainline A modification PA 1) Mainline A Modification - Bypass modification near DowninCgtoHwn EM &S RT - ER CO. Chester County, PA PA OCEAN CO. 2) Station 200 - Chester County, PA BURLINGTON CO. NJ a. Uprate station HP by 2,140 (33,000 HP Total) NJ 3) Station 303 - Essex County, NJ Legend DELAWARE CO. PA a. Re-gear unit #1 and uprate from 25,000 HP PIPELINE New York Bay Expansion to 27,500 HP . . . . TRANSCO MAINLINES

4) Station 207 - Middlesex County, NJ . . . . PIPE REPLACEMENTS a. Add 11,000 HP by installing one electric driven PROJECT Project Location Map compression unit w/gas cooling CHESTER CO. CAMDEN CO. GAS PIPELINE C 5) Uprate the LNBL to 1000 psig S . . . . COMPRESSOR STATIPONA NJ a. Replace 0.246 miles of 42" piping *see Inset . . . . FACILITY MODIFICATION 0 2.5 5 Miles b. NJN Morgan M&R modification ENGINEERING AND CONSTRUCTION - MAPPING DEPT DATE: 5-29-2015 SCALE: 6) Narrows M & R - Richmond County, NY LAND BANSEEW CASTLE CO. GLOUCESTER CO. . . . . STATE LINE HOUSTON, TEXAS. a. Modifications to station piping . . . . COUNTY BOUNDARIESDE NJ Location K:\2014 Misc Drawings\Princetown Division\Lower New York Bay Expansion\ NJ b. Install temp. meter/regulating skid . . . . WATERWAYS DRAWN BY: N. Hodgins LNYBE_Project_map_1a.mxd q Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit F-I

ENVIRONMENTAL REPORT

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit F-I

Information submitted under separate cover

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit G

FLOW DIAGRAMS SHOWING OPERATING CONDITIONS

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit G

Submitted separately as privileged information.

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit G-II

FLOW DIAGRAM DATA

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit G-II

Submitted separately as privileged information

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit I

MARKET DATA

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit I

Submitted separately as privileged information.

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit J

FEDERAL AUTHORIZATIONS

Exhibit J – Federal Authorizations

Agency Permit/Approval Status

Federal

Federal Energy Regulatory Certificate of Public Convenience This application, submitted Commission and Necessity July 2015 US Fish and Wildlife Section 7 Endangered Species Act Transco Categorical Service Rare, Threatened (Rare, Threatened and Endangered Exemption in place for and Endangered Species Species Consultation) minor activities consultation (PA, NJ, NY Field Offices) PA request for concurrence submitted 6/10/15 Pennsylvania State Clearance received via Rare Species Clearance – Pennsylvania Fish and Pennsylvania Natural Reptiles/Amphibians/Fisheries Boat Commission Diversity Inventory (PNDI) Restrictions Receipt Pennsylvania Game Clearance received via Rare Species Clearance – Mammals Commission PNDI Receipt Pennsylvania Department Consultation request of Conservation and Rare Species Clearance - Plants submitted on 5/27/15 Natural Resources Clearance received 6/29/15 Pennsylvania Historic Not applicable for this Cultural Resources Museum Commission Project Chapter 102 National Pollutant Pennsylvania Department Discharge Elimination System To be submitted 4th Quarter of Environment of Hydrostatic Test Water Discharge 2016 Protection General Permit (PAG-10) Under Erosion and Sediment Control General Permit Pennsylvania Department Chapter 102 SESC Plan (ESCGP)-2 for natural gas of Environment of Plan to be kept onsite during transmission, approval not Protection construction activities required for impacts under 5 acres New Jersey State New Jersey Department of Rare, Threatened and Endangered Consultation request Environmental Protection Species consultation submitted on 5/27/15 (Natural Heritage Program) Response received 6/16/15 NJ Historic Preservation Section 106 National Historic Consultation request Office (NJHPO) Preservation Act submitted on 6/18/15 (ATWS at LNYB Replacements) 6/26/15 (Station 207, Contractor Yard 2) New Jersey Department of Waterfront Development Permit To be submitted 3rd Quarter Environmental Protection 2016 (Division of Land Use) New Jersey Department of Freshwater Wetlands Permit and Station 207 Environmental Protection Transition Area Waiver To be submitted 1st Quarter (Division of Land Use) 2016 LNYB Replacements To be submitted 3rd Quarter 2016 Agency Permit/Approval Status

New Jersey Department of Flood Hazard Act Permit Station 207 Environmental Protection To be submitted 1st Quarter (Division of Land Use) 2016 LNYB Replacements To be submitted 3rd Quarter 2016 New Jersey Department of Water Allocation, Permit by Rule, or Station 207 Environmental Protection Short Term Permit To be submitted 1st Quarter (Division of Water Quality) (volume/duration dependent) 2016 LNYB Replacements To be submitted 3rd Quarter 2016 New Jersey Department of New Jersey Pollutant Discharge Station 207 Environmental Protection System (NJPDES) Discharge to To be submitted 1st Quarter (Division of Water Quality) Surface Water – Construction 2016 Dewatering Discharge LNYB Replacements To be submitted 3rd Quarter 2016 New Jersey Department of NJPDES Discharge to Groundwater Station 207 Environmental Protection – Construction Dewatering To be submitted 1st Quarter (Division of Water Quality) Discharge 2016 LNYB Replacements To be submitted 3rd Quarter 2016 New Jersey Department of (NJPDES Stormwater (Construction) Station 207 Environmental Protection To be submitted 1st Quarter (Division of Water Quality) 2016 LNYB Replacements To be submitted 3rd Quarter 2016 New Jersey Department of NJPDES General Permit - Station 207 Environmental Protection Hydrostatic Test Water Discharge To be submitted 1st Quarter (Bureau of Nonpoint 2016 Pollution Control) LNYB Replacements To be submitted 3rd Quarter 2016 New York State New York State Coastal Zone Management Act Department of State Consistency (coordinated with New To be submitted 3rd Quarter York City Department of City 2016 Planning) New York Natural Heritage Endangered Species Clearance Consultation Submitted Program 5/27/15 New York State State Pollutant Discharge Elimination Department of System (SPDES) General Permit for Environmental Storm Water Discharges from To be submitted 3rd Quarter Conservation Construction Activity/Storm Water 2016 Pollution Prevention Plan New York State SPDES Hydrostatic Test Water Department of Permit/Notification of Withdrawal and To be submitted 3rd Quarter Environmental Discharge Locations for Water Used 2016 Conservation in Hydrostatic Testing.

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit K

COST OF FACILITIES

PREFACE TO EXHIBIT K

Exhibit K contains a detailed estimate of the costs of the New York Bay Expansion Project (Project) as proposed in this application.

Material costs are based on published price lists from various suppliers and on historical experience.

Field engineering and inspection/supervision costs are based on past experience.

Installation costs for the pipeline and compression to be installed are based on the company’s past experience installing similar facilities in the same general geographical area as the proposed construction and an assessment of the current market for such costs.

The cost estimates contained in Exhibit K are believed to be adequate and reasonable. Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit K

New York Bay Expansion Project

Detail of Estimated Facilities Costs

Downingtown Line No. Particulars Station 200 Station 303 Narrows M&R Station 207 LNYBL Pipeline Morgan M&R Total M&R Bypass (A) (B) (C) (D) (E) (F) (G) (H) (I)

1 Right of Way 22,250 134 81 198,170 10,904,540 1,140,770 18,960 12,284,905 2 Damages 0 0 0 0 0 319,666 0 319,666 3 Surveys 4,840 108,110 0 25,920 24,800 65,830 4,610 234,110 4 Materials 503,860 1,038,950 1,036,630 1,099,940 14,699,040 599,402 1,026,830 20,004,652 5 Labor 4,196,880 3,117,326 385,562 9,564,984 16,368,653 4,127,590 1,431,946 39,192,941 6 Engineering & Inspection 333,730 433,461 58,814 1,599,740 5,233,260 523,063 219,168 8,401,236 7 Overhead (A&G) 63,988 56,553 17,673 177,374 581,539 90,124 34,127 1,021,378 8 AFUDC 178,338 276,902 147,364 954,149 6,018,113 661,651 182,509 8,419,026 9 Contingencies 1,186,964 956,935 254,083 3,008,697 9,132,578 1,377,256 565,854 16,482,367 10 Legal Fees 0 0 0 0 14,007 422,843 54,376 491,226 11 Other Services and Cost 169,150 11,629 39,793 2,271,026 1,833,470 521,805 101,620 4,948,493

12 Sub-total Estimated Cost 6,660,000 6,000,000 1,940,000 18,900,000 64,810,000 9,850,000 3,640,000 111,800,000 Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit P

TARIFF

Exhibit P

PREFACE TO EXHIBIT P

This Exhibit P contains an incremental rate base, pre-tax return, incremental cost of service and the derivation of the reservation and commodity (usage) rates for the New York Bay Expansion Project (“Project”). In addition, the Project shipper will be charged the applicable fuel retention, electric power unit rate, ACA surcharge and any other applicable charges under Rate Schedule FT.

Exhibit P, page 1 of 2, shows the incremental rate base, pre-tax return, cost of service and derivation of the reservation and commodity (usage) rates. The incremental cost of service shown has been calculated using Transco’s estimated cost of facilities, engineering estimates for operation and maintenance (“O&M”) expenses based on estimates for similar facilities and other cost factors, including a pre-tax return of 15.34%, the pre-tax return underlying the design of Transco’s approved settlement rates in Docket Nos. RP01-245-000 et al. (“RP01-245 Settlement”) and a depreciation rate of 2.61%, which is the onshore transmission depreciation rate (including negative salvage) included in the Stipulation and Agreement in Docket Nos. RP12-993, et al. (“RP12-993 Agreement”) approved by the Federal Energy Regulatory Commission on December 6, 2013. Transco has used the pretax return and certain other cost factors underlying the RP01-245 Settlement rates because the RP12-993 Agreement is a “black box” settlement which does not specify most cost of service components, including rate of return.1 The RP12-993 Agreement does, however, state the settlement depreciation rates, including negative salvage.

Exhibit P, page 2 of 2, shows the breakdown of the total estimated Administrative and General (“A&G”) and O&M expenses between A&G, Pipe O&M and Compression O&M. In addition, the estimated Pipe and Compression O&M expenses are categorized by (1) FERC Account and (2) Labor and Non-Labor.

1 The Stipulation and Agreement in Docket No. RP06-569, the general rate case proceeding immediately preceding Docket No. RP12-993, was also a “black box” settlement that did not specify most cost of service components, including rate of return. Exhibit P Page 1 of 2

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC NEW YORK BAY EXPANSION PROJECT ESTIMATED RATE BASE AND COST OF SERVICE AND DERIVATION OF THE RESERVATION RATE AND COMMODITY RATE

Line No. Description Costs (A) (B)

DERIVATION OF THE RESERVATION RATE

1 Rate Base and Return 2 Gas Plant In Service $ 111,800,000

3 Reserve for Depreciation (1,458,990)

4 Net Plant 110,341,010

5 Working Capital 626,080

6 Deferred Income Taxes (511,024)

7 Rate Base $ 110,456,066

8 Pre-tax Return at 15.34% 16,943,961

9 A&G and O&M Expenses - Fixed 2,398,155 1/

10 Depreciation Expense 2,917,980

11 Taxes Other than Income Taxes 950,300

12 Total Cost of Service $ 23,210,396

13 Daily Contract Demand (Dt) 115,000

14 Billing Determinants (Dt) x 365 41,975,000

15 Daily Reservation Rate $ 0.55296

DERIVATION OF THE COMMODITY (USAGE) RATE

16 O&M Expenses - Variable $ 179,595 1/

17 Daily Contract Demand (Dt) 115,000

18 Billing Determinants (Dt) x 365 (Based on 100% Load Factor) 41,975,000

19 Commodity Rate $ 0.00428

20 1/ Classification of A&G and O&M Expenses Between Fixed and Variable

21 Total A&G and O&M Expenses (Exhibit P, Pg. 2 of 2) $ 2,577,750 22 Less: Amounts Classified as Variable Expenses (Exhibit P, Pg. 2 of 2) 179,595 23 A&G and O&M Expenses - Fixed $ 2,398,155 Exhibit P Page 2 of 2

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC NEW YORK BAY EXPANSION PROJECT BREAKDOWN OF A&G AND O&M EXPENSES

Line No. Particulars Amount Amount Amount (A) (B) (C) (D)

1 A&G and O&M Expense Calculation

2 A&G Expenses 3 Estimated Costs of Facilities $ 111,800,000 4 Administrative and General Expenses % (RP01-245) 1.96% 5 Total A&G $ 2,191,280

6 Pipe O&M 7 Loop Maintenance in $/mile (Engineering Estimate) $ 12,200 8 Miles of Pipe 0.25 9 Total Pipe O&M $ 3,050

10 Compression O&M 11 HP Maintenance in $/HP electric (Engineering Estimate) $ 20 12 Electric HP 13,500 13 Total Electric Compression O&M $ 270,000

14 HP Maintenance in $/HP gas (Engineering Estimate) $ 53 15 Gas HP 2,140 16 Total Gas Compression O&M $ 113,420

17 Total Compression O&M $ 383,420

18 Total A&G, Operations and Maintenance Expenses $ 2,577,750

19 Pipe and Compression O&M by (1) FERC Account Number and (2) Labor and Non-Labor Costs

Material & 20 Acct Description Labor Other Grand Total

21 856 Mains Expenses $ 1,162 $ 1,747 $ 2,909 22 863 Maintenance of Mains 86 55 141 23 Total Pipe O&M (Pipe Maintenance) $ 1,248 $ 1,802 $ 3,050

24 850 Operation Supervision and Engineering $ 23,958 $ 19,061 $ 43,019 25 853 Compressor Station Labor and Expenses 132,968 106,613 1/ 239,581 26 861 Maintenance Supervision and Engineering 0 6 6 27 864 Maintenance of Compressor Station Equipment 27,832 72,982 1/ 100,814 28 Total Compression O&M (Horsepower Maintenance) $ 184,758 $ 198,662 $ 383,420

29 1/ Amounts Classified as Variable Expenses = $179,595 Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit Y

ACCOUNTING TREATMENT OF ABANDONMENT

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC SUMMARY OF ANTICIPATED JOURNAL ENTRIES RECORDING THE RETIREMENT AND REMOVAL OF NEW YORK BAY 42" PIPE

FERC FERC ACCOUNT ACCOUNT AMOUNT NUMBER TITLE DEBIT CREDIT

(1) 101.0 Gas Plant in Service 231,850

367.0 Mains 231,850

108.0 Accumulated Provision for Depreciation Of Gas Utility Plant (Original Cost of Property Retired) 231,850

(2) 108.0 Accumulated Provision for Depreciation Of Gas Utility Plant (Estimated Cost of Removal) 183,000 131.0 Cash 183,000

(3) 143.0 Other Accounts Receivable 0 108.0 Accumulated Provision for Depreciation of Gas Utility Plant (Salvage) 0

(4) 236.0 Accrued Income Tax 69,998 409.1 Current Income Tax Expense 69,998

(5) 282.0 Deferred Tax Liability 69,998 410.1 Deferred Income Tax Expense 69,998

(1) To record the removal of original cost of the gas plant facilities to be retired from Gas Plant in Service.

(2) To record the estimated removal cost.

(3) To record salvage proceeds for sale of assets

(4) To record current federal and state income taxes on abandoned assets.

(5) To record deferred federal and state income taxes associated with the abandoned assets. Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit Z-1

FORM OF CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”), entered into and made effective as of ______, is by and between TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC (“Transco”), a Delaware limited liability company, and ______(“Counterparty”) (each a “Party” and collectively the “Parties”).

WHEREAS, on ______, Transco filed with the Federal Energy Regulatory Commission (“Commission”) in Docket No. CP__-___-000 an application (the “Application”) for the necessary authorizations to construct and operate Transco’s proposed ______Project (the “Project”); and

WHEREAS, the Application includes certain information filed as privileged information and Critical Energy Infrastructure Information (“CEII”) pursuant to Section 388.112 of the Commission’s regulations; and

WHEREAS, Counterparty has requested that Transco disclose to Counterparty copies of such privileged information and CEII.

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, and with the intent to be legally bound hereby, Transco and Counterparty agree as follows:

1. Confidential Information. The term “Confidential Information” as used herein shall mean all of the privileged information and CEII included in the Application and provided to Counterparty hereunder. The Parties acknowledge that pursuant to Section 388.112(b) of the Commission’s regulations, the landowner lists and information filed with the Application as privileged under Sections 380.12(f), (m) and (o) of the Commission’s regulations will not be provided to Counterparty hereunder and, therefore, will not be considered as Confidential Information. The Parties also acknowledge that, as further described in the Application, the precedent agreements with the shippers under the Project contain confidential commercial information exempt from disclosure under the Freedom of Information Act and, therefore, will not be provided to Counterparty hereunder.

2. Nondisclosure and Use of Confidential Information. Counterparty agrees to hold the Confidential Information in strict confidence and to disclose the Confidential Information only to the officers, employees and legal representatives of Counterparty who have a need to know the Confidential Information for purposes of reviewing the Application. Counterparty shall not disclose the Confidential Information to any other party or person without the prior written consent of Transco. Counterparty shall be responsible for any breach of this Agreement by its officers, employees or legal representatives.

3. Required Disclosure. In the event that Counterparty is requested or required by legal or regulatory authority to disclose any of the Confidential Information, Counterparty shall promptly notify Transco of such request or requirement prior to disclosure so that Transco may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. In the event that a protective order or other remedy is not obtained, or Transco waives compliance with the provisions hereof, Counterparty agrees (i) to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and (ii) to exercise reasonable efforts to obtain assurance that confidential, non-public treatment will be accorded such Confidential Information.

4. Remedies. Transco shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.

5. No Other Agreement. This Agreement is not intended to and does not obligate either Party to enter into any further agreements or to proceed with any possible relationship or other transaction.

6. Amendment. Any amendment to this Agreement must be in writing and signed by an authorized representative of each Party.

7. No Assignment. Any purported assignment of this Agreement by Counterparty shall be null and void ab initio without the prior written consent of Transco.

8. Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflict of laws rules or principles.

10. Regulations. This Agreement shall be subject to the rules and regulations of the Commission, including without limitation section 388.112 of the Commission’s regulations.

11. Term. This Agreement shall be effective as of the date set forth above and shall remain in full force and effect until Counterparty (i) has returned to Transco or destroyed the Confidential Information and any analysis, report, compilation, interpretation, study or other document prepared by it or its staff containing or utilizing the Confidential Information or any information set forth therein, and (ii) if destroyed, has provided Transco with a written certification by an authorized representative of Counterparty that all such materials have been destroyed.

12. Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding the confidentiality of the Confidential Information.

13. Counterparts. This Agreement may be signed in counterparts and may be delivered by electronic transmission, each of which may be deemed an original, and all of which together constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.

TRANSCONTINENTAL GAS PIPE LINE ______COMPANY, LLC

By: ______By: ______Name: ______Name: ______Title: ______Title: ______

Page 2 Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit Z-2

INFORMATION REGARDING PUBLIC OUTREACH

STATE AND LOCAL GOVERNMENT STAKEHOLDERS

New York Bay Expansion Pennsylvania

Leave Address Contact Name Blank Contact Title Contact Organization PO Box Address Line 1 Line 2 City Zip 1 Zip 2 State Email Return Mailings Chester County PA Downingtown M&R & Station 200 Hudson Voltz Chairman EBT 1214 Horseshoe Pike Downingtown 19335 PA Jay Fischer Vice Chair EBT 1214 Horseshoe Pike Downingtown 19335 PA Arnold King Member EBT 1214 Horseshoe Pike Downingtown 19335 PA Scott Piersol Manager EBT 1214 Horseshoe Pike Downingtown 19335 PA Stacey Fuller Soliticitor Gawthrop Greenwood 17 E Gay Street West Chester 19380 PA Bruce Rawlings Chair, Planning Commission EBT 1214 Horseshoe Pike Downingtown 19335 PA Bill Holmes Chairman EWT 209 Conestoga Road Frazer 19355-1699 PA John Mott Vice Chair EWT 209 Conestoga Road Frazer 19355-1699 PA Bill Wrabley Member EWT 209 Conestoga Road Frazer 19355-1699 PA John Nagel Manager EWT 209 Conestoga Road Frazer 19355-1699 PA Beatte Lincke Soliticitor Beatte Lincke 200 Old Forge Road Ste 202 Kennett Square 19348 PA Gregory Davis Chair, Planning Commission EWT 209 Conestoga Road Frazer 19355-1699 PA Terence Farrell County Commissioner Chair Chester County 313 Market Street West Chester 19380 PA Kathi Cozzone County Commissioer VC Chester County 313 Market Street West Chester 19380 PA Michelle Kichline County Commissioner Chester County 313 Market Street West Chester 19380 PA David Ward Acting Director County Planning Commission 601 Westtown Road West Chester 19380 PA New York Bay Expansion Pennsylvania

Leave Address Return Contact Name Blank Contact Title Contact Organization PO Box Address Line 1 Line 2 City Zip 1 Zip 2 State Email Mailings Cong. Ryan Costello US House of Representatives Congress - EWT EBT 21 W Market Street West Chester 19380 PA Sen. Andy Dinniman State Senator PA Legislature - EWT One N. Church Street West Chester 19380 PA Sen. John Rafferty State Senator PA Legislature - EBT 3818 Germantown Pike Collegeville 19426 PA Rep. Becky Corbin State Representative PA Legislature - EBT 315 Gordon Drive Exton 19341 PA Rep. Duane Milne State Representative Pa Legislature - EWT 70 W. Lancaster Ave Ste B Malvern 19355 PA Cong. Ryan Costello US House of Representatives Congress - EWT EBT 21 W Market Street West Chester 19380 PA Sen. Andy Dinniman State Senator PA Legislature - EWT One N. Church Street West Chester 19380 PA Sen. John Rafferty State Senator PA Legislature - EBT 3818 Germantown Pike Collegeville 19426 PA Rep. Becky Corbin State Representative PA Legislature - EBT 315 Gordon Drive Exton 19341 PA Rep. Duane Milne State Representative Pa Legislature - EWT 70 W. Lancaster Ave Ste B Malvern 19355 PA New York Bay Expansion New Jersey

Contact Contact Name Leave Blank Contact Title Organization PO Box Address Line 1 Address Line 2 City Zip 1 State Email Middlesex county CS 207 & Morgan Meter Station John Pulomena County Administrator Middlesex County 75 Bayard St 3rd Floor New Brunswick 08901 NJ Owen Henry Mayor Old Bridge 1 Old Bridge Plaza Old Bridge 08557 NJ [email protected] Kennedy O'Brien Mayor Sayreville(Parlin) 167 Main Street Sayreville 08872 NJ [email protected] Fred Henry Mayor South Amboy 140 North Broadway South Amboy 08879 NJ [email protected] Essex County CS 303 Joseph DiVincenzo County Executive Essex County 465 Dr. MLK Blvd Hall of Records Newark 07102 NJ Philip Alagia Chief of Staff Essex County 465 Dr. MLK Blvd Hall of Records Newark 07102 NJ John Duthie Mayor Roseland Borough of Roseland 19 Harrison Ave Roseland 07068 NJ [email protected] New York Bay Expansion

Contact New Jersey Contact Name Leave Blank Contact Title Organization PO Box Address Line 1 Address Line 2 City Zip 1 State Email New Jersey Richard Codey Senator Legislators 66 West Mount Pleasant Ave West Orange 07039 NJ [email protected] Mila Jasey Assemblywoman Legislators 511 Valley Street Maplewood 07004 NJ [email protected] John McKeon Assemblyman Legislators 250 Main Street Madison 07940 NJ [email protected] Craig Coughlin Assemblyman Legislators 569 Rahway Avenue Woodbridge 07095 NJ [email protected] John Wisniewski Assemblyman Legislators 132 Main Street Suite A Sayreville 08872 NJ [email protected] Joseph Vitale County Executive Legislators 569 Rahway Avenue Woodbridge 07095 NJ [email protected] Sam Thompson Senator Legislators 2501 Highway 516 Suite 101 Old Bridge 08557 NJ [email protected] Rob Clifton Assemblyman Legislators 516 Route 33 Building 2 Suite 2 Millstone 08535 NJ [email protected] Ron Dancer Assemblyman Legislators 405 Route 539 Cream Ridge 08514 NJ [email protected] New York Bay Expansion New York

Return Contact Name Leave Blank Contact Title Contact Organization PO Box Address Line 1 Address Line 2 City Zip 1 Zip 2 State Email Mailings Richmond County Narrows M&R & Staten Island Heaters James Oddo Staten Island Borough President The Office of the Borough President 10 Richmond Terrace Borough Hall, Room 120 Staten Island 10301 NY

Deborah Rose NYC Councilwoman 130 Stuyvesant Place 6th Floor Room 602 Staten Island 10301 NY [email protected] NYC Office of Sustainability Bill DeBlasio Mayor of the City of New York Office of the Mayor 253 Broadway 10th Floor New York 10007 NY [email protected]

1 of 2 New York Bay Expansion New York

RichmondContact Name County Leave Blank Contact Title Contact Organization PO Box Address Line 1 Address Line 2 City Zip 1 Zip 2 State Email Return Mailings Narrows M&R & Staten Island Heaters

Diane Savino NYS Senator New York State Senate 36 Richmond Terrace, Suite 112 Staten Island 10301 New York [email protected]

Nicole Malliotakis NYS Assemblywoman New York State Assembly 11 Maplewood Place Staten Island 10306 New York [email protected]

2 of 2

COMMUNICATION PLAN

Transcontinental Gas Pipe Line Company, LLC New York Bay Expansion Communication Plan June 30, 2015

Public outreach is a critical first step in FERC project execution and requires collaboration with every discipline needed to plan, design, build, operate and maintain pipeline facilities.

Our objective is to build credibility and trust by positioning Williams as: . A leading energy company with a history of safe operations. . A reliable source of information and responsive to public concerns. . A responsible member of the community.

Public outreach strategy includes: . Early contact . Frequent communication . Listening and learning about local issues . Being flexible when possible

Stakeholders . Local, State and Federal Officials . Emergency responders . Community leaders . Landowners . Permitting agencies . NGOs/Environmental advocacy groups

Outreach Activities

Engage local outreach firms to anticipate, uncover and consult on local issues; help develop the project stakeholder list; and set meetings with local officials and community leaders, anticipate, uncover and consult on local issues; help develop the project stakeholder list; and set meetings with local officials and community leaders.

. New Jersey: Public Strategies, Joe DeSanctis . New York: Tonio Burgos, Frank Diaz, Kristen Walsh . Pennsylvania, Novak Strategy Advisors, Dan Hayward

Develop initial stakeholder list and stakeholder database management. Stakeholder identification is a cornerstone of an effective outreach program and is one of the most significant deliverables that FERC requires.

Page 1 of 2 Oversee/direct initial outreach map production and property plats. Maps and property plats are extremely important to landowners and we need to ensure that landowners understand the potential impacts to their properties very early in the process. This is the longest lead item in the plan. Landowners need to be contacted for survey permission as soon as possible. Local officials need to be informed before landowners so development of initial maps is time critical.  Project location map  County maps  8 ½ x 11 property plats showing survey corridor.  Outreach decks showing county and township boundaries as well as property lines and survey corridor.

Project briefings with all federal, state and local officials prior to contacting landowners for survey permission. Topics include company overview, project scope, timeline and regulatory process.

Survey permission letters. Outreach works with Land to ensure that landowner letters are as comprehensive as possible to lay a good foundation for a large percentage of permissions and future negotiations.

First Responders Dinners. For this project we will hold 3 first responder’s dinners in the three areas of work: . New Jersey: Middlesex County . New York: Richmond County . Pennsylvania: Chester County

Working with and preparing contract land agents. Because of the sensitivity to pipelines in New Jersey and New York we may need to take a few extra steps such as ensuring that a land agent accompanies survey crews. Coordination is necessary to give landowners appropriate advance notice and explanation of survey crew activities.

Outreach training for all project team members, land agents and survey crews (I.e., anyone who touches the right‐of‐way). While not required, FERC is now strongly recommending that we do this training for all expansion projects.

Other activities Website development. Digital media campaign.

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FACT SHEET

Transcontinental Gas Pipe Line Company, LLC New York Bay Expansion Fact Sheet June 30, 2015

Introduction

Transco is proposing an expansion project named the New York Bay Expansion (NYBE) Project to provide 115 MDthd of incremental Firm Transportation (FT) service from Transco’s Station 195 to the existing junction between the Lower New York Bay Lateral and the Rockaway Delivery Lateral (“Rockaway Transfer Point”) and the Long Island Extension.

The delivery volumes will be split such that 65 MDthd will be delivered to the Rockaway Transfer Point and 50 MDthd to the Narrows meter station. With a target‐service date of November 1, 2017, this project is designed to satisfy National Grid’s need for incremental supply by the 2017/2018 winter heating season. The NYBE Project will require construction at six separate project locations in three states.

Scope of work:  Downingtown M&R Station ‐ Downingtown PA, Chester County PA. The installation of a new 30” Mainline “A” bypass at the station. This bypass will connect the existing 30” and 42” Mainline “A”. All work will take place within the existing easements.

 Station 200 – Chester County, Pennsylvania: An up‐rate of the total station horsepower by 2,140 horsepower. All work will take place within existing owned property.

 Station 303 – Essex County, New Jersey: Unit #3 at the station will be up‐rated to 27,500 horsepower, up from 25,000 horsepower, and the existing gear box will need to be re‐geared. All work will take place within existing owned property.

 Narrows Meter Station – Richmond County, New York: The replacement of existing infrastructure at the Narrows meter station to accommodate the station for an additional 50Mdth/d. Installation of temporary metering and regulating facilities upstream of the Narrows Meter Station to accommodate the construction outage at the station.

 Station 207 – Middlesex County, New Jersey: The installation of an incremental 11,000 horsepower comprising one electric motor‐ driven compressor and gas cooling. The new unit #3 will be added to the north side of the existing compressor building.

 Lower New York Bay Lateral (LNYBL) Uprate and Pipeline Replacement ‐ Middlesex County, New Jersey. Replace 0.25 miles of 42” piping in order to obtain increased pressure of 1000 psig on the LNYBL.

Project Map:

Regulatory Process

Interstate natural gas pipelines are regulated by the Federal Energy Regulatory Commission (FERC). As such, FERC requires pipeline operators to obtain a federal Certificate of Public Convenience and Necessity, in addition to various state and local permits, before any pipeline facilities can be built.

Proposed Construction Schedule

YEAR QUARTER MILESTONE

2015 3rd Quarter FERC Filing

2016 2nd Quarter FERC Certificate Order

2016 4th Quarter Proposed Pipeline Construction Start

2017 4th Quarter Proposed In‐Service

More Information | [email protected] | 866/455‐9103

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