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 AND FOR ABANDONMENT AUTHORITY ( 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

* Stephen A. Hatridge, Senior Counsel Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-2312

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: November 18, 2014

______* 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 AND FOR ABANDONMENT AUTHORITY (Hillabee 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 a certificate of public convenience and necessity authorizing Transco to construct, own and operate certain facilities in Alabama, and approval to abandon by lease to Sabal Trail Transmission, LLC (“Sabal

Trail”), a proposed new interstate gas pipeline company, the capacity created by these new facilities.1 Transco’s proposed Hillabee Expansion Project, sometimes referred to as the

“Project”, will initially provide 1,131,730 dekatherms per day (“dt/day”) of incremental firm capacity, in three phases, from certain receipt points located at Transco’s Station 85 in Choctaw

County, Alabama to a proposed point of interconnection between Transco and Sabal Trail in

1 Sabal Trail, a joint venture owned by affiliates of Spectra Energy Partners, LP and NextEra Energy, Inc., is filing subsequent to the instant application for authorization to construct, own and operate a new interstate pipeline extending from the proposed interconnection with Transco in Tallapoosa County, Alabama to a proposed interconnection with Florida Southeast Connection, LLC in Osceola County, Florida. Tallapoosa County, Alabama. Sabal Trail will acquire by lease 100 percent of the Project capacity.

Transco requests that the Commission issue a final order granting the authorizations requested herein by November 1, 2015, which will enable Transco to meet the May 1, 2017 target in-service date for Phase 1 of 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]

* Stephen A. Hatridge, Senior Counsel Transcontinental Gas Pipe Line Company, LLC Post Office Box 1396 Houston, Texas 77251-1396 (713) 215-2312 [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.

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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]

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, ,

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 Section 7(b) and 7(c) authorization for the construction, ownership and operation of the Project facilities and abandonment of the

Project capacity by lease to Sabal Trail. The Project will include construction of approximately

43.5 miles of pipeline looping facilities and 88,500 horsepower of compression at new or existing compressor stations, all in Alabama. These facilities will provide Sabal Trail with

1,131,730 dt/day of incremental firm capacity from certain receipt points located at Transco’s

Station 85 in Choctaw County, Alabama to a proposed point of interconnection between

Transco and Sabal Trail in Tallapoosa County, Alabama. Sabal Trail will lease 100 percent of the Project capacity pursuant to a Capacity Lease Agreement (as hereinafter further described)

- 3 - between Transco and Sabal Trail.2 The Project facilities will be constructed in three phases to allow Sabal Trail to lease 818,410 dt/day of capacity commencing May 1, 2017 (Phase 1); an additional 206,660 dt/day commencing May 1, 2020 (Phase 2); and an additional 106,660 dt/day commencing May 1, 2021 (Phase 3) (collectively, the “Leased Capacity”).

The Leased Capacity will serve as an upstream extension of the Sabal Trail Project3, thereby providing Sabal Trail’s shippers with direct access to natural gas supplies at the specified receipt points at Transco’s Station 85 in Choctaw County, Alabama. Sabal Trail will utilize the Leased Capacity to provide firm and interruptible transportation services under

Sabal Trail’s FERC Gas Tariff. 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”).4

IV. DESCRIPTION OF PROPOSED FACILITIES

The Project will involve the construction of the following facilities in three separate phases:

Phase 1 Facilities

 Approximately 5.31 miles of 42-inch pipeline loop from Mile Post 911.12 to Mile

2 While the Capacity Lease Agreement provides for a total of five phases, only the first three phases constitute the Leased Capacity that is the subject of the instant application. Phases 4 and 5 are optional phases, and thus speculative at this point. If those phases are ultimately pursued, they will each provide an additional 200,000 dt/day of capacity with target in service dates of May 1, 2024 and May 1, 2028, respectively. 3 The Sabal Trail Project is proposed to provide approximately 1,100,000 dt/day of firm transportation through the Leased Capacity and the construction of approximately 463 miles of greenfield mainline facilities from the interconnection with Transco in Tallapoosa County, Alabama to the Central Florida Hub in Osceola County, Florida. The capacity of Sabal Trail’s greenfield mainline will increase to approximately 1,100,000 dt/day through the addition of compression in two construction phases that will occur following the in-service date of the original greenfield mainline. At the Central Florida Hub, Sabal Trail will connect with the downstream pipeline to be constructed by Florida Southeast Connection, LLC, the existing Gulfstream Natural Gas System, LLC (“Gulfstream”) and the existing Florida Gas Transmission Company, LLC (“FGT”). 4 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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Post 916.455 on Transco’s existing mainline in Coosa County, Alabama (“Proctor Creek Loop”);

 Approximately 2.55 miles of 42-inch pipeline loop from Mile Post 924.27 to Mile Post 926.85 on Transco’s existing mainline in Coosa County, Alabama (“Hissop Loop”);

 Approximately 7.54 miles of 42-inch pipeline loop from Mile Post 941.83 to Mile Post 949.38 on Transco’s existing mainline in Tallapoosa County, Alabama (“Alexander City Loop”);

 Approximately 4.66 miles of 48-inch pipeline loop from Mile Post 885.95 to Mile Post 890.55 on Transco’s existing mainline in Autauga and Chilton Counties, Alabama (“Billingsley Loop”);

 An additional 16,000 horsepower gas turbine driven compressor unit and re- wheeling of two existing compressors at Transco’s existing Compressor Station No. 95 in Dallas County, Alabama (“Compressor Station 95”);

 An additional 20,500 horsepower gas turbine driven compressor unit at Transco’s existing Compressor Station No. 105 in Coosa County, Alabama (“Compressor Station 105”);

 A new 32,000 horsepower compressor station at Mile Post 782.80, designated as Compressor Station No. 84, in Choctaw County, Alabama consisting of two 16,000 horsepower (ISO) Solar Mars 100 gas turbine driven compressor units (“Compressor Station 84”);

 Three pipeline taps connecting to the Sabal Trail meter station; and

 Related appurtenant underground and aboveground facilities.

Phase 2 Facilities

 Approximately 6.73 miles of 42-inch pipeline loop from Mile Post 784.68 to Mile Post 791.40 on Transco’s existing mainline in Choctaw County, Alabama (“Rock Springs Loop”);

 Approximately 3.90 miles of 42-inch pipeline loop from Mile Post 905.72 to Mile Post 909.65 on Transco’s existing mainline in Chilton County, Alabama (“Verbena Loop”);

5 The distance between beginning and ending mileposts may not reflect the actual length of each proposed loop. The stated approximate length of each loop is based on the distance between mileposts along existing pipelines. Thus, any crossover or variations of the proposed loops would lengthen the mileage when compared to the existing pipelines and mileposts.

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 An additional 16,000 horsepower gas turbine driven compressor unit and re- wheeling of three existing compressors at Transco’s existing Compressor Station No. 95 in Dallas County, Alabama (“Compressor Station 95”);

 Uprate of an existing electric motor driven compressor unit from 42,000 horsepower to 46,000 horsepower at Transco’s existing Compressor Station No. 100 in Chilton County, Alabama (“Compressor Station 100”); and

 Related appurtenant underground and aboveground facilities.

Phase 3 Facilities

 Approximately 5.34 miles of 42-inch pipeline loop from Mile Post 791.40 to Mile Post 796.70 on Transco’s existing mainline in Choctaw County, Alabama (“Butler Loop”);

 Approximately 7.48 miles of 42-inch pipeline loop from Mile Post 890.67 to Mile Post 898.15 on Transco’s existing mainline in Autauga and Chilton Counties, Alabama (“Autauga Loop”);

 Re-wheel of an existing compressor at Transco’s existing Compressor Station No. 100 in Chilton County, Alabama; and

 Related appurtenant underground and aboveground facilities.

The location and description of the Project facilities are detailed in the Environmental

Report, attached as Exhibit F-I hereto.

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 provide 1,131,730 dt/day of Leased Capacity from Transco’s Station 85 to the interconnection with Sabal Trail in Tallapoosa County, Alabama. 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 shows the specific locations of the Project facilities. Transco estimates that the proposed facilities will cost approximately $460 million, as detailed in Exhibit K hereto.

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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.

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

In late July 2013, Sabal Trail was selected by Florida Power & Light Company (“FPL”) as the upstream pipeline project to serve the growing electricity needs in Florida. The greenfield mainline facilities of Sabal Trail will originate at a proposed interconnection with

Transco’s mainline near MP 944.30 in Tallapoosa County, Alabama and extend approximately

463 miles to a new Central Florida Hub in Osceola County, Florida. Florida Southeast

Connection, LLC, a subsidiary of NextEra Energy, Inc., was selected by FPL as the downstream pipeline project and will extend 125 miles from its interconnection with Sabal

Trail at the Central Florida Hub to FPL’s Martin Clean Energy Center in Martin County,

Florida.

Sabal Trail held an open season from August 26, 2013 through September 25, 2013, during which it solicited requests for firm transportation service from receipt points at

Transco’s Station 85 in Choctaw County, Alabama to delivery points across Alabama, Georgia and Florida. Sabal Trail has signed precedent agreements with shippers to provide

- 7 - transportation services through a series of phased expansions to meet the future capacity needs of Sabal Trail’s customers. The Sabal Trail Project capacity will increase up to approximately

1,100,000 dt/d by 2021. In order to access multiple upstream supply sources at Transco’s existing Compressor Station 85, Sabal Trail will acquire by lease the mainline capacity to be created by Transco from the Hillabee Expansion Project.

VI. CAPACITY LEASE AGREEMENT

Transco and Sabal Trail are parties to an Amended and Restated Capacity Lease

Agreement, dated February 25, 2014 (“Capacity Lease Agreement”), which sets forth the terms and conditions for Transco to own, operate, and maintain the Project facilities required to create the Leased Capacity, and for Sabal Trail to lease 100 percent of the Leased Capacity on a firm basis as part of its new interstate pipeline system. Pursuant to the Capacity Lease Agreement, the Leased Capacity will extend from Transco’s existing Zone 4 point of interconnection between Transco’s mainline and the Mobile Bay Lateral (generally referred to as Transco’s

Zone 4 Pool), the point of interconnection between Transco and Midcontinent Express pipeline, and the point of interconnection between Transco and Gulf South pipeline, all located at milepost 784.66 in Choctaw County, Alabama (collectively, the “Receipt Points”), to the proposed interconnection between Transco and Sabal Trail in Tallapoosa County, Alabama

(the “Delivery Point”). A copy of the Capacity Lease Agreement is attached hereto in

Exhibit U.6

6 The Capacity Lease 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 Capacity Lease 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 Capacity Lease Agreement relevant to this application are, in any event, set forth herein above.

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The Capacity Lease Agreement provides that Sabal Trail’s use of the Leased Capacity will be “point-to-point,” such that it will be limited to firm capacity from the Receipt Points to the Delivery Point. Neither Sabal Trail or its shippers will have any right to receive gas under the Capacity Lease Agreement at any points on the Transco mainline other than the Receipt

Points or to deliver gas at any points on the Transco mainline other than the Delivery Point or to otherwise unilaterally add receipt or delivery points, and neither Sabal Trail nor its shippers will have any rights to backhaul or reverse flow gas from east to west on the Transco mainline.

In the event of constraints requiring Transco to allocate or curtail receipts of gas at the Receipt

Points, deliveries of gas at the Delivery Point, and/or capacity on any portion of the Transco mainline between the Receipt Points and Delivery Point, the Leased Capacity will be allocated or curtailed ratably with the firm transportation service provided by Transco under Part 284(G) of the Commission’s regulations. At all times, Transco will maintain operational control over the Transco mainline. The Capacity Lease Agreement will remain in effect for a primary term of 25 years and will be automatically extended for three successive five-year terms unless prior written notice to terminate is provided by Sabal Trail to Transco.

Sabal Trail will pay a Monthly Lease Charge for each of Phases 1, 2 and 3 during the primary term equal to the Leased Capacity (in dt/day) in effect for each day during the month multiplied by the rate per dt of Leased Capacity for each respective phase. The Monthly Lease

Charges for Phases 1, 2 and 3 will be “trued-up” based on the final cost of each phase.

In addition to the Monthly Lease Charge, Sabal Trail will be responsible for Transco’s

Zone 4 to 4 fuel and line-loss makeup retention, electric power unit rates, and any applicable surcharges.

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VII. PUBLIC CONVENIENCE AND NECESSITY

The Project is Consistent with the Commission’s Policy Statement

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 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.7

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

7 Policy Statement, 88 FERC at 61,747-48.

- 10 - the benefits outweigh the adverse effects on economic interests will the Commission proceed to complete the environmental analysis where other interests are considered.8

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 firm, long-term Capacity Lease 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.

A. No Financial Subsidies from Existing Shippers

Exhibit N hereto details the projected annual cost of service of the Project and the revenues associated with the Capacity Lease Agreement for the first three years of the Project.

As indicated therein, the revenues under the Capacity Lease Agreement are less than the

Project’s annual cost of service. However, during the term of the Capacity Lease Agreement,

Transco will not reflect in its system rates any costs or revenues associated with the Leased

Capacity. Thus, Transco is prepared to financially support the cost of the Project and the associated Leased Capacity. Further, Transco will separately account for the costs and revenues associated with the Leased Capacity and segregate those costs and revenues from its other system costs. Therefore, the Project satisfies the Commission’s threshold requirement under the Policy Statement that there be no subsidy from existing shippers, and that the costs and revenues associated with the Project’s Leased Capacity be accounted for separately.

8 Transcontinental Gas Pipe Line Company, LLC and Florida Gas Transmission, LLC, 132 FERC ¶ 61,040 (2002).

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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 on these interest holders and explains how any potential adverse impacts have been mitigated or eliminated in the design or implementation of the Project.

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

Transco’s existing customers will not experience a rate increase or a

degradation in service as a result of the Project. The Project creates incremental

capacity, all of which will be leased to Sabal Trail, and, as detailed above, the Project

will not be subsidized by existing customers. Further, Exhibits G and G-II demonstrate

that there will be no adverse operational impact on service currently provided to

Transco’s existing customers as a result of the Project.

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

The Project will provide direct access to natural gas supplies at the Receipt

Points to serve incremental growth in the Florida markets, including power generation,

and will not displace existing service providers. Therefore, the Project will have no

adverse effect on competing existing pipelines and their captive customers.9

9 Colorado Interstate Gas Co., 95 FERC ¶ 61,221 (2001).

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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.10 However, the proposed facilities were

designed to minimize impact on the community and the environment. Furthermore,

Transco is committed to continuing to work cooperatively with affected landowners

and other stakeholders.

Consistent with the Commission’s Pre-Filing process, Transco initiated an

extensive public and agency outreach effort early in the planning phase of the Project.

On November 4, 2013, Transco formally requested that the Commission Staff initiate

a Pre-Filing review of the Project. On November 8, 2013, the Commission approved

Transco’s request and established Docket No. PF14-6 for such review. Since that time,

and throughout the extensive review undertaken during the Pre-Filing process, Transco

has met with and received input from FERC Staff, Federal, state, and local agencies,

and the public.

Open houses were held in January 2014 at locations near the proposed Project

facilities to inform the community of the Project and solicit feedback from

homeowners, landowners, and other stakeholders regarding route selection. At the

open houses, Transco representatives from various departments, including land,

engineering, construction, environmental, and operations, were available to answer

questions from affected homeowners, landowners, and other stakeholders about the

Project. Aerial photos were on view so that stakeholders could discuss issues

10 Policy Statement, 88 FERC at 61,747-48.

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associated with the alternatives being considered. Transco participated in an on-site

environmental review conducted by FERC staff to review the resources potentially

affected by proposed looping and compression facilities.

Further details regarding Transco’s efforts to ensure that communities,

homeowners, and landowners are aware of and informed about the Project are set forth

in Exhibit Z-3 hereto, as well as in Resource Reports 1 and 8 in Exhibit F-1 hereto. In

addition, to facilitate stakeholder communication, Transco has established an email

support address ([email protected]), a toll-free phone number

(1-866-455-9103), and a website (www.williams.com/hillabee).

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 interests of affected parties. Although it is not possible to eliminate all effects of the

Project, Transco has mitigated adverse effects to the extent practicable. The public benefits of the Project are far more substantial than the potential adverse effects.

Market demand exists for the Project. A Capacity Lease Agreement with a 25-year primary term has been executed with Sabal Trail for all of the capacity to be made available under the Project. This Leased Capacity will be used to provide clean-burning natural gas for growing Florida markets, thus advancing clean air and greenhouse gas objectives.

Although there will be some temporary impacts to certain landowners and the environment during the construction process, Transco is committed to working cooperatively with landowners and other stakeholders. It is Transco’s goal to negotiate mutually agreeable settlements with all affected landowners. Transco also is committed to compliance with the

- 14 - environmental mitigation measures set forth in Exhibit F-1 hereto as well as the environmental conditions and permit requirements imposed by Federal, state, or local agencies.

For the reasons set forth herein, the Project will provide substantial benefits with minimal adverse impacts. Therefore, Transco submits that the Project is fully consistent with the Policy Statement and is in the public convenience and necessity.

The Project Meets the Requirements of FERC Policy for Capacity Leases

The Commission will approve a capacity lease if it finds that: (1) there are benefits from using a capacity lease arrangement; (2) the capacity lease payments are less than, or equal to, the lessor’s firm transportation rates for comparable service over the term of the capacity lease; and (3) the capacity lease arrangement does not adversely affect existing customers.11

The Capacity Lease Agreement satisfies these requirements.

Subsequent to the instant application, Sabal Trail is seeking NGA Section 7(c) certificate authorization to acquire the Leased Capacity created by the Project. Sabal Trail will utilize the Leased Capacity as an extension of its system to provide transportation services under Sabal Trail’s FERC Gas Tariff; therefore, the Leased Capacity will be interstate transportation capacity regulated by the Commission under the NGA.

1. Benefits from Using a Capacity Lease Arrangement

The Commission has found that capacity leases in general have several potential

public benefits. Leases can promote efficient use of existing facilities, avoid

construction of duplicative facilities, reduce the risk of overbuilding, reduce costs, and

11 Id.; Islander East Pipeline Co., L.L.C., 100 FERC ¶ 61,276, at P 69 (2002); Midcontinent Express Pipeline LLC, 124 FERC ¶ 61,089 (2008), order denying rehearing and granting clarification, 127 FERC ¶ 61,164 (2009), order on remand, 134 FERC ¶ 61,155, at P 4, 13–17 (2011).

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minimize environmental impacts.12 In addition, leases can result in administrative

efficiencies for shippers.13 The proposed lease between Transco and Sabal Trail will

enable Sabal Trail to transport natural gas from the Receipt Points into Florida markets

with the construction of fewer, less costly facilities than would have been needed

without the lease. Thus, there are fewer environmental impacts associated with the

Leased Capacity compared to construction of a new, greenfield pipeline of equivalent

capacity. Additionally, the Capacity Lease Agreement will provide administrative

efficiencies by allowing Sabal Trail’s shippers to enter into a single firm transportation

contract and make one nomination on Sabal Trail to transport gas from the Receipt

Points to the Florida markets.

2. The Capacity Lease Payments are Less Than, or Equal To, the Lessor’s Firm

Transportation Rates for Comparable Service over the Terms of the Capacity Lease

The capacity being leased to Sabal Trail under the Capacity Lease Agreement is

not directly comparable to firm transportation service currently provided by Transco

under its FERC Gas Tariff. Sabal Trail will not have flexible receipt and delivery point

rights or secondary receipt and delivery point rights under the Capacity Lease

Agreement. Rather, Sabal Trail’s use of the leased capacity is limited to point-to-point

capacity from the Receipt Points to the Delivery Point.

Sabal Trail will pay a Monthly Lease Charge during the 25-year primary term

equal to the Leased Capacity in effect for each day during the month multiplied by the

applicable rate per dekatherm for each phase. As demonstrated in Exhibit N, the annual

12 See, e.g., Dominion Transmission, Inc., 104 FERC ¶ 61,267, at P 21 (2003);Texas Gas, 113 FERC ¶ 61,185 at P 9; Islander East, 100 FERC ¶ 61,276 at P 70. 13 Wyoming Interstate Co., Ltd., 84 FERC ¶ 61,007, at 61,027 (1998).

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Monthly Lease Charges paid by Sabal Trail for each of Phases 1, 2 and 3 is less than

the incremental cost of service for the Project facilities. Since the annual revenue

generated by the Monthly Lease Charges is less than the incremental cost of service for

the Project facilities, Transco has satisfied the Commission’s policy that a capacity

lease payment must be no higher than the firm transportation rate for comparable

service.

3. The Capacity Lease Arrangement Does Not Adversely Affect Existing Customers

The proposed lease will use the capacity created by the Project facilities.

Further, as described above, the Leased Capacity will be point-to-point such that Sabal

Trail will not have flexible or secondary receipt and delivery point rights. Thus, the

quality of service Transco currently provides to its existing customers will not be

adversely affected by the Capacity Lease Agreement.

VIII. TIMING FOR APPROVAL

Transco requests that the Commission issue an order granting the authorizations requested herein by November 1, 2015, which will enable Transco to meet the May 1, 2017 target in-service date for Phase 1 of the Project.

IX. OTHER AUTHORIZATIONS

In a separate but related proceeding in Docket No. CP14-554-000, Florida Southeast

Connection, LLC has filed with the Commission an application under Section 7 of the NGA for a certificate of public convenience and necessity authorizing the Florida Southeast

Connection Pipeline Project, a pipeline system extending 125 miles from a proposed interconnection with Sabal Trail at the Central Florida Hub in Osceola County, Florida to

- 17 -

FPL’s Martin Clean Energy Center in Martin County, Florida. In another separate but related proceeding, Sabal Trail is subsequently filing with the Commission an application under

Section 7 of the NGA for a certificate of public convenience and necessity authorizing the

Sabal Trail Project, which will provide approximately 1,100,000 dt/day of firm transportation through a combination of the Capacity Lease Agreement and the construction of approximately

463 miles of greenfield mainline facilities from the interconnection with Transco in Tallapoosa

County, Alabama to the Central Florida Hub.

Transco is not proposing any non-jurisdictional facilities associated with the Project.

Except for the Sabal Trail Project and the Florida Southeast Connection Pipeline Project,

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. The required Federal authorizations for the Project are listed in Exhibit J.

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.

Exhibit C - Company Officials

- 18 -

Omitted. This information has previously been filed in Exhibit B to Transco’s application in Docket No. CP14-504, and is hereby incorporated herein by reference.

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

Omitted. There are no other pending applications or filings under Sections 1, 3, 4 or 7 of the Natural Gas Act filed by Transco which directly and significantly affect this 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 separate volumes as Privileged and Critical Energy Infrastructure Information.

Exhibits G and G-II - Flow Diagrams

Attached are copies 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. 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.

- 19 -

Exhibit H - Total Gas Supply Data

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

Exhibit I - Market Data

See Exhibit U hereto.

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.

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

Attached.

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

See Exhibit N hereto.

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Exhibit T - Related Applications

Attached.

Exhibit U - Contracts and Other Agreements

Attached is a copy of the executed Capacity Lease Agreement with Sabal Trail. The

Capacity Lease 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 Capacity Lease 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 Capacity Lease Agreement relevant to this application are, in any event, set forth in the body of this application.

Exhibit V - Flow Diagram Reflecting System Operations after Abandonment

See Exhibits G and G-II hereto.

Exhibit W - Impact on Customers Whose Service Will Be Terminated

Omitted. The abandonment authorization requested herein will not result in the termination of service for existing customers.

Exhibit X - Effect of Abandonment on Existing Tariffs

Omitted. The abandonment authorization requested herein will have no effect on existing tariffs.

Exhibit Y - Accounting Treatment of Abandonment

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Omitted. The abandonment authorization requested herein will result in no changes to property. Transco intends to account for the lease receipts received from Sabal Trail as

Revenues from Transportation of Gas of Others Through Transmission Facilities (FERC

Account 489.2).

Exhibit Z-1 - Evaluation of System Fuel Consumption

Attached.

Exhibit Z-2 - Form of Confidentiality Agreement

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

Exhibit Z-3 - Information Regarding Public Outreach

Attached.

XI. CONCLUSION

WHEREFORE, Transco respectfully requests:

1. That the Commission, under Sections 7(b) and 7(c) of the NGA, issue Transco a certificate of public convenience and necessity authorizing the construction, ownership, and operation of the Project facilities and approve the abandonment of the Project capacity by lease to Sabal Trail as proposed herein;

2. That the Commission issue a final order granting the authorizations requested herein by November 1, 2015;

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. In that connection, Transco requests that the intermediate decision procedure be omitted and waives oral hearing and the opportunity for filing exceptions to the decision of the Commission; and

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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 , 2014, Transcontinental Gas Pipe Line Company,

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

Federal Energy Regulatory Commission an application pursuant to Sections 7(b) and 7(c) of the Natural Gas Act (“NGA”) for (1) a certificate of public convenience and necessity authorizing Transco to construct, own and operate certain facilities in Alabama, and (2) approval to abandon by lease to Sabal Trail Transmission, LLC (“Sabal Trail”), a proposed new interstate gas pipeline company, the capacity created by these new facilities. Transco’s proposed Hillabee Expansion Project, sometimes referred to as the “Project”, will initially provide 1,131,730 dekatherms per day (“dt/day”) of incremental firm capacity, in three phases, from certain receipt points located at Transco’s Station 85 in Choctaw County, Alabama to a proposed point of interconnection between Transco and Sabal Trail in Tallapoosa County,

Alabama. . As requested by Sabal Trail, the Project facilities will be constructed in three phases to allow Sabal Trail to lease 818,410 dt/day of capacity commencing May 1, 2017 (Phase 1); an additional 206,660 dt/day commencing May 1, 2020 (Phase 2); and an additional

106,660 dt/day commencing May 1, 2021 (Phase 3) (collectively, the “Leased Capacity”).

Transco estimates that the proposed Project will cost approximately $460 million for Phases 1,

2 and 3.

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

Phase 1 Facilities  Approximately 5.31 miles of 42-inch pipeline loop on Transco’s existing mainline in Coosa County, Alabama (“Proctor Creek Loop”);  Approximately 2.55 miles of 42-inch pipeline loop on Transco’s existing mainline in Coosa County, Alabama (“Hissop Loop”);  Approximately 7.54 miles of 42-inch pipeline loop on Transco’s existing mainline in Tallapoosa County, Alabama (“Alexander City Loop”);  Approximately 4.66 miles of 48-inch pipeline loop on Transco’s existing mainline in Autauga and Chilton Counties, Alabama (“Billingsley Loop”);  An additional 16,000 horsepower gas turbine driven compressor unit and re- wheeling of two existing compressors at Transco’s existing Compressor Station No. 95 in Dallas County, Alabama (“Compressor Station 95”);  An additional 20,500 horsepower gas turbine driven compressor unit at Transco’s existing Compressor Station No. 105 in Coosa County, Alabama (“Compressor Station 105”);  A new 32,000 horsepower compressor station, designated as Compressor Station No. 84, in Choctaw County, Alabama consisting of two 16,000 horsepower (ISO) Solar Mars 100 gas turbine driven compressor units (“Compressor Station 84”);  Three pipeline taps connecting to the Sabal Trail meter station; and  Related appurtenant underground and aboveground facilities.

Phase 2 Facilities  Approximately 6.73 miles of 42-inch pipeline loop on Transco’s existing mainline in Choctaw County, Alabama (“Rock Springs Loop”);  Approximately 3.90 miles of 42-inch pipeline loop on Transco’s existing mainline in Chilton County, Alabama (“Verbena Loop”);  An additional 16,000 horsepower gas turbine driven compressor unit and re- wheeling of three existing compressors at Transco’s existing Compressor Station No. 95 in Dallas County, Alabama (“Compressor Station 95”);  Uprate of an existing electric motor driven compressor unit from 42,000 horsepower to 46,000 horsepower at Transco’s existing Compressor Station No. 100 in Chilton County, Alabama (“Compressor Station 100”); and  Related appurtenant underground and aboveground facilities.

Phase 3 Facilities  Approximately 5.34 miles of 42-inch pipeline loop on Transco’s existing mainline

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in Choctaw County, Alabama (“Butler Loop”);  Approximately 7.48 miles of 42-inch pipeline loop on Transco’s existing mainline in Autauga and Chilton Counties, Alabama (“Autauga Loop”);  Re-wheel of an existing compressor at Transco’s existing Compressor Station No. 100 in Chilton County, Alabama; and  Related appurtenant underground and aboveground facilities.

Sabal Trail Transmission, LLC will acquire 100% of the firm capacity for lease to be provided under the Project. The Capacity Lease Agreement provides that Sabal Trail’s use of the Leased Capacity will be “point-to-point,” such that it will be limited to firm capacity from the Receipt Points to the Delivery Point. At all times Transco will maintain operational control over the Transco mainline. The Capacity Lease Agreement will remain in effect for a primary term of 25 years.

Transco further requests that the Commission issue a final order granting the authorizations requested herein by November 1, 2015.

Transco’s contact person for the Project is Derrick Hughey, (713) 215-2450. His 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, an email support address ([email protected]), and a website

(www.williams.com/hillabee).

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

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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

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

LOCATION OF FACILITIES ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ¦ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿ 8 ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ (! 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￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ (!16 ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ 2 ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ (! ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ 11 ￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ (!(!3 ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ (!12 ￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿ 15 ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ (! ￿￿￿￿￿￿￿￿￿￿ (!10 ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿)" ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ (!1 ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ )" ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ 88,500 HORSEPOWER COMPRESSION ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿ September 17,￿￿￿￿ 2014 ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ 1 in = 10 miles ￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ 0 4 8 16 24 32 ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿ Miles ￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿ ￿￿￿￿ 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

- 2 - 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

Information submitted separately as Privileged. 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

Information submitted separately as Privileged. Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit J

FEDERAL AUTHORIZATIONS

Table 1.7-1 Major Permits, Licenses, Authorizations, and Clearances Anticipated for the Hillabee Expansion Project Permit/Clearance/Approval Agency Status Federal Certificate of Public Convenience Federal Energy Regulatory Anticipated filing November 2014 and Necessity (Certificate) Section 7 Commission of the Natural Gas Act (18 CFR 380) Dredge and Fill permit under Section U.S. Army Corps of Engineers Ongoing consultation (informal 10, Rivers and Harbors Act and (USACE) Mobile District consultation initiated October 24, Section 404, Clean Water Act (CWA) 2013) Application submitted November 7, 2014 Anticipated permit issuance March 2015 Section 7 Endangered Species Act U.S. Fish and Wildlife Service Ongoing consultation (informal (ESA), and Migratory Bird Treaty Act (USFWS), Alabama Ecological consultation initiated October 24, (MBTA) Consultation Services Field Office, Daphne 2013) Baseline field survey results submitted May 1, 2014 Supplemental survey report submitted November 7, 2014 Compliance with Sections 401, 402, U.S. Environmental Protection Review and comment in concurrence and 404 of the CWA. Water quality Agency, Region 4 with FERC review certification authority has been delegated to the state. Section 106 National Historic Advisory Council on Historic Review and comment in concurrence Preservation Act (NHPA) Preservation with Alabama Historical Commission Consultation review State of Alabama State Protected Species Alabama Department of Ongoing consultation (informal Consultations Conservation and Natural consultation initiated October 24, Resources (ADCNR), Wildlife 2013) and Freshwater Fisheries Field survey results submitted May 1, Division 2014 Supplemental survey report submitted November 7, 2014 Section 106 NHPA Consultation Alabama Historical Commission Ongoing consultation (informal (AHC) consultation initiated October 9, 2014) Phase I Cultural Resource Report submitted July 17, 2014 Addendum report submitted October 10, 2014. NPDES General Permit for Storm ADEM, Water Division Informal consultation initiated October Water Discharge from Construction 24, 2013 (project introduction letter Activities submitted) Anticipated filing fourth quarter 2015 Anticipated permit issuance first quarter 2016

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Table 1.7-1 Major Permits, Licenses, Authorizations, and Clearances Anticipated for the Hillabee Expansion Project Permit/Clearance/Approval Agency Status NPDES General Permit for ADEM, Water Division Informal consultation initiated October Discharge of Hydrostatic Test Water 24, 2013 (project introduction letter submitted) Anticipated filing fourth quarter 2015 Anticipated permit issuance first quarter 2016 Section 401 CWA Water Quality ADEM, Water Division Informal consultation initiated October Certification 24, 2013 (project introduction letter submitted) Concurrent with USACE Section 404 Permit Clean Air Act, PSD Minor/Title V ADEM, Air Division Ongoing consultation Major Air Construction Permit Permit applications submitted June 2014 Anticipated permit issuance end first quarter 2015 Surface Water Withdrawal Notification ADCNR, Wildlife and Freshwater Informal consultation initiated October Fisheries Division 24, 2013 (project introduction letter submitted) Notification to be submitted one week prior to withdrawal State Lands ADCNR, State Lands Division Informal consultation initiated October 24, 2013 (project introduction letter submitted) No impact to state owned lands confirmed April 21, 2014 State Roads Alabama Department of Not initiated Transportation Native American Tribal Consultation Native American Tribal Consultation Native American Tribes Ongoing consultation Phase I Cultural Resource Report submitted July 17, 2014 Addendum report submitted October 10, 2014.

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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 Hillabee Expansion Project 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. PF14‐6‐00 Exhibit K

Hillabee Expansion Project Detail Estimated Cost of Facilities

PHASE I New Station 84 Station 95 48" Billingsley Loop Proctor Creek Loop Hissop Loop Station 105 Alexander City Loop Line Exhibit K 1156819 1156821 1156827 1156859 1156865 1156823 1156867 Total [1]

1 Right of Way 809,900 0 203,448 235,882 122,218 0 325,901 1,697,349 2 Damages 0 0 156,956 182,205 88,373 0 260,343 687,877 3 Surveys 461,150 24,820 377,995 377,995 293,831 24,820 605,249 2,165,860 4 Materials 38,662,930 18,673,121 7,883,221 7,130,148 3,074,371 18,788,660 8,376,390 102,588,841 5 Labor 15,041,970 4,235,790 11,410,485 11,474,600 6,270,566 3,971,280 16,329,370 68,734,061 6 Engineering & Inspection 6,447,170 4,790,610 4,411,771 4,959,204 2,716,903 4,499,950 6,413,964 34,239,572 7 Line Pack 0 0 68,860 61,671 30,029 0 88,081 248,640 8 Overhead (A&G) 717,401 317,138 294,174 294,020 159,370 312,922 393,859 2,488,884 9 AFUDC 9,304,879 4,264,726 2,363,670 2,058,751 989,831 4,078,546 2,311,802 25,372,206 10 Contingencies 10,214,000 3,886,000 4,629,000 4,748,000 3,050,000 3,926,000 6,708,000 37,161,000 11 Legal Fees 15,010 9,940 204,725 206,660 204,725 9,940 204,725 855,725 12 Other Services and Costs 87,980 93,510 70,959 25,622 85,976 71,550 73,892 509,489

14 Total Estimated Cost 81,762,390 36,295,655 32,075,265 31,754,758 17,086,192 35,683,668 42,091,577 276,749,505

PHASE II PHASE III HILLABEE TOTAL Station 95 Addition Station 100 Uprate Rock Springs Loop Verbena Loop Station 100 Rewheel Butler Loop Autauga Loop Line Exhibit K 1160225 1160237 1160239 1160244 Total 1160307 1160315 1160321 Total Total

1 Right of Way 0 0 719,728 158,079 877,807 0 270,700 375,632 646,332 3,221,488 2 Damages 0 0 258,829 150,651 409,480 0 216,913 300,775 517,688 1,615,045 3 Surveys 26,720 0 601,384 386,712 1,014,816 0 490,143 684,520 1,174,663 4,355,339 4 Materials 21,206,061 478 10,169,367 5,216,183 36,592,088 865,566 7,259,668 11,160,824 19,286,058 158,466,987 5 Labor 4,843,740 13,949 14,877,056 9,878,888 29,613,633 119,388 12,487,780 15,630,559 28,237,727 126,585,422 6 Engineering & Inspection 2,623,751 8,607 6,571,577 4,095,478 13,299,412 293,713 5,363,578 6,730,132 12,387,422 59,926,406 7 Line Pack 0 0 82,960 48,756 131,716 0 68,584 95,106 163,690 544,046 8 Overhead (A&G) 321,255 240 372,548 223,604 917,648 12,905 311,925 412,602 737,432 4,143,964 9 AFUDC 3,268,284 2,452 3,189,980 1,857,066 8,317,782 499,873 3,055,105 3,965,036 7,520,013 41,210,001 10 Contingencies 3,302,000 0 3,643,000 2,170,000 9,115,000 0 4,713,000 6,009,000 10,722,000 56,998,000 11 Legal Fees 10,700 0 230,288 230,288 471,276 0 239,500 239,500 479,000 1,806,001 12 Other Services and Costs 112,510 951 100,657 25,414 239,532 11,824 82,608 34,194 128,626 877,647 14 Total Estimated Cost 35,715,020 26,676 40,817,374 24,441,119 101,000,190 1,803,269 34,559,503 45,637,880 82,000,652 459,750,346

NOTES: [1] Costs associated with pipeline taps on Mainlines C, D, and E at the interconnection with the Sabal Trail meter station in Tallapoosa County, Alabama are not included. Sabal Trail will reimburse Transco for these costs as set forth in the interconnect agreement.

Exhibit K - Hillabee.xlsx Page 1 of 1 Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit N

REVENUES, EXPENSES AND INCOME

Exhibit N

PREFACE TO EXHIBIT N

Pages 1, 3 and 5 of Exhibit N show the Pro-Forma Statement of Income and Expenses for the first three years of Phases 1, 2 and 3 of the Hillabee Expansion Project (“Project”).

Pages 2, 4 and 6 of Exhibit N show a three year comparison of the annual revenues under the Capacity Lease Agreement to the annual cost of services for Phases 1, 2 and 3 of the Project.

The incremental cost of service for each phase of 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”) an onshore transmission depreciation rate of 2.61% (including negative salvage), except for Solar turbines and a depreciation rate of 4.97% for Solar turbines, which depreciation rates were 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.

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 N Page 1 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 1 PRO‐FORMA STATEMENT OF INCOME AND EXPENSES

Line No. Particulars Year 1 Year 2 Year 3 (A) (B) (C) (D) ($) ($) ($)

1 Annual Lease Revenue 42,896,173 42,896,173 42,896,173

2 Operating Expense 3 Operation and Maintenance Expenses 9,299,522 9,299,522 9,299,522 4 Taxes Other than Income 2,352,371 2,352,371 2,352,371 5 Depreciation 8,267,177 8,267,177 8,267,177

6 Total Operating Expenses 19,919,070 19,919,070 19,919,070

7 Operating Income before Financial Charges 22,977,103 22,977,103 22,977,103

8 Interest Expense 1/ 6,071,486 6,071,486 6,071,486

9 Income before Income Taxes 16,905,617 16,905,617 16,905,617

10 Income Taxes 11 Federal Income Taxes 5,724,665 5,724,665 5,724,665 12 State Income Taxes 549,433 549,433 549,433

13 Net Lease Income 10,631,519 10,631,519 10,631,519

1/ Interest Expense based on the Capital Structure and Long‐Term Debt Cost Rate Percentage included in Transco's 2013 Form 2. Exhibit N Page 2 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 1 INCREMENTAL RATE BASE AND COST OF SERVICE

Line Year 1 Year 2 Year 3 No. Particulars Costs Costs Costs (A) (B) (B) (B) ($) ($) ($) 1 Rate Base 2 Gas Plant In Service 276,749,505 276,749,505 276,749,505 3 Accumulated Reserve for Depreciation (4,133,589) (12,400,766) (20,667,944) 4 Net Plant 272,615,916 264,348,739 256,081,561 5 Working Capital 1,549,797 1,549,797 1,549,797 6 Deferred Income Taxes (1,065,319) (10,605,926) (16,759,119)

7 Rate Base 273,100,394 255,292,610 240,872,239

8 Cost of Service 9 Pre‐Tax Return at 15.34% of Rate Base 41,893,600 39,161,886 36,949,802 10 Operation and Maintenance Expenses 9,299,522 9,299,522 9,299,522 11 Depreciation Expense 8,267,177 8,267,177 8,267,177 12 Taxes Other than Income Taxes 2,352,371 2,352,371 2,352,371

13 Total Cost of Service 61,812,671 59,080,957 56,868,873

14 Annual Lease Payment 42,896,173 42,896,173 42,896,173

15 Lease Payment over (under) Cost of Service (18,916,498) (16,184,784) (13,972,700) Exhibit N Page 3 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 2 PRO‐FORMA STATEMENT OF INCOME AND EXPENSES

Line No. Particulars Year 1 Year 2 Year 3 (A) (B) (C) (D) ($) ($) ($)

1 Annual Lease Revenue 15,655,029 15,655,029 15,655,029

2 Operating Expense 3 Operation and Maintenance Expenses 3,037,363 3,037,363 3,037,363 4 Taxes Other than Income 858,502 858,502 858,502 5 Depreciation 2,872,105 2,872,105 2,872,105

6 Total Operating Expenses 6,767,970 6,767,970 6,767,970

7 Operating Income before Financial Charges 8,887,059 8,887,059 8,887,059

8 Interest Expense 1/ 2,215,799 2,215,799 2,215,799

9 Income before Income Taxes 6,671,260 6,671,260 6,671,260

10 Income Taxes 11 Federal Income Taxes 2,259,056 2,259,056 2,259,056 12 State Income Taxes 216,816 216,816 216,816

13 Net Lease Income 4,195,388 4,195,388 4,195,388

1/ Interest Expense based on the Capital Structure and Long‐Term Debt Cost Rate Percentage included in Transco's 2013 Form 2. Exhibit N Page 4 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 2 INCREMENTAL RATE BASE AND COST OF SERVICE

Line Year 1 Year 2 Year 3 No. Particulars Costs Costs Costs (A) (B) (B) (B) ($) ($) ($) 1 Rate Base 2 Gas Plant In Service 101,000,190 101,000,190 101,000,190 3 Accumulated Reserve for Depreciation (1,436,052) (4,308,157) (7,180,262) 4 Net Plant 99,564,138 96,692,033 93,819,928 5 Working Capital 565,601 565,601 565,601 6 Deferred Income Taxes (416,524) (3,953,853) (6,254,939)

7 Rate Base 273,100,394 93,303,781 88,130,590

8 Cost of Service 9 Pre‐Tax Return at 15.34% of Rate Base 15,296,007 14,312,800 13,519,232 10 Operation and Maintenance Expenses 3,037,363 3,037,363 3,037,363 11 Depreciation Expense 2,872,105 2,872,105 2,872,105 12 Taxes Other than Income Taxes 858,502 858,502 858,502

13 Total Cost of Service 22,063,978 21,080,771 20,287,203

14 Annual Lease Payment 15,655,029 15,655,029 15,655,029

15 Lease Payment over (under) Cost of Service (6,408,949) (5,425,742) (4,632,174) Exhibit N Page 5 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 3 PRO‐FORMA STATEMENT OF INCOME AND EXPENSES

Line No. Particulars Year 1 Year 2 Year 3 (A) (B) (C) (D) ($) ($) ($)

1 Annual Lease Revenue 12,710,101 12,710,101 12,710,101

2 Operating Expense 3 Operation and Maintenance Expenses 1,763,617 1,763,617 1,763,617 4 Taxes Other than Income 697,006 697,006 697,006 5 Depreciation 2,140,217 2,140,217 2,140,217

6 Total Operating Expenses 4,600,840 4,600,840 4,600,840

7 Operating Income before Financial Charges 8,109,261 8,109,261 8,109,261

8 Interest Expense 1/ 1,798,976 1,798,976 1,798,976

9 Income before Income Taxes 6,310,285 6,310,285 6,310,285

10 Income Taxes 11 Federal Income Taxes 2,136,820 2,136,820 2,136,820 12 State Income Taxes 205,084 205,084 205,084

13 Net Lease Income 3,968,381 3,968,381 3,968,381

1/ Interest Expense based on the Capital Structure and Long‐Term Debt Cost Rate Percentage included in Transco's 2013 Form 2. Exhibit N Page 6 of 6

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC HILLABEE EXPANSION PROJECT PHASE 3 INCREMENTAL RATE BASE AND COST OF SERVICE

Line Year 1 Year 2 Year 3 No. Particulars Costs Costs Costs (A) (B) (B) (B) ($) ($) ($) 1 Rate Base 2 Gas Plant In Service 82,000,652 82,000,652 82,000,652 3 Accumulated Reserve for Depreciation (1,070,109) (3,210,326) (5,350,543) 4 Net Plant 80,930,543 78,790,326 76,650,109 5 Working Capital 459,204 459,204 459,204 6 Deferred Income Taxes (374,815) (33,200,125) (5,261,521)

7 Rate Base 273,100,394 46,049,405 71,847,792

8 Cost of Service 9 Pre‐Tax Return at 15.34% of Rate Base 12,427,691 11,647,588 11,021,451 10 Operation and Maintenance Expenses 1,763,617 1,763,617 1,763,617 11 Depreciation Expense 2,140,217 2,140,217 2,140,217 12 Taxes Other than Income Taxes 697,006 697,006 697,006

13 Total Cost of Service 17,028,532 16,248,429 15,622,292

14 Annual Lease Payment 12,710,101 12,710,101 12,710,101

15 Lease Payment over (under) Cost of Service (4,318,431) (3,538,328) (2,912,191)

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

RELATED APPLICATIONS

Exhibit T

RELATED APPLICATIONS

The Hillabee Expansion Project is part of a larger development to be constructed by Sabal

Trail and Florida Southeast Connection, LLC in order to serve Florida markets. In separate but related proceedings, Florida Southeast Connection, LLC has filed with the Commission an application under Section 7 of the NGA for a certificate of public convenience and necessity authorizing the Florida Southeast Connection Pipeline Project, and, subsequent to the Hillabee

Expansion Project filing, Sabal Trail will file with the Commission an application under Section 7 of the NGA for a certificate of public convenience and necessity authorizing the Sabal Trail

Project. The Sabal Trail Project- and the Florida Southeast Connection Pipeline Project were reviewed in the Commission’s pre-filing process (Docket No. PF14-1 and Docket No. PF14-2, respectively). The Commission has announced its intention to prepare one environmental impact statement that addresses those projects and the Hillabee Expansion Project.

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.

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

CONTRACTS AND OTHER AGREEMENTS

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

Information submitted separately as Privileged.

Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit Z-1

EVALUATION OF SYSTEM FUEL CONSUMPTION

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC DOCKET NO. CP15- EXHIBIT Z-1

PREFACE TO EXHIBIT Z-1

Summary of Transco’s Operational System Efficiency Initiative

Transco is dedicated to providing efficient transportation services. Optimizing system fuel efficiency yields numerous benefits including reduced air emissions and decreased transportation costs for Transco customers. The Transco pipeline is an integrated system consisting of 10,500 miles of pipe and over 1.4 million horsepower at 45 compressor stations; therefore, determining how to operate the system at optimum efficiency requires complex decision-making tools.

Transco utilizes operational models to analyze system fuel efficiency and make operating decisions that facilitate a reduction in the amount of fuel used for transportation. On a regular basis, system pressure and flow measurements are recorded and this data is used to build a hydraulic model that reflects actual operating conditions. This model is then optimized to identify the set of compressor units that will provide the most efficient system operation. This information is utilized by gas control personnel to make decisions about which compressor units to operate on any given day.

In addition to operational decisions, fuel retention rates are dependent on a number of factors including weather conditions, system load factor, flow patterns, prevailing gas and electricity rates, line or station outages and incremental project facilities.

Operational Modeling to Evaluate System Fuel Consumption of Expansion Facilities

In addition to optimizing system fuel efficiency, operational models are used to predict the impact of expansion facilities on system fuel efficiency. As part of the Hillabee Expansion Project (“Project”) development, a fuel study was conducted to determine the impact of the Project on system compressor fuel and electric power consumption. During the design process, the fuel study was utilized to make decisions regarding the location of pipeline loops and compressor units for the Project and to ensure that the Project facilities would not result in increased fuel expenses for existing system customers (i.e. non-project customers).

The fuel study utilizes a representative sampling of load profiles generated from actual system operating conditions during the period from January 1, 2013 to December 31, 2013. Ten representative days were chosen from this period in order to assess the system impact of the Project facilities over a wide range of system load factors. Using these representative historical load profiles, the system was modeled with and without the incremental Project facilities and transportation volumes. The modeled fuel consumption (compressor fuel plus the fuel equivalent of electricity consumed) was determined for the system with and without the Project for the purposes of predicting the impact of the Project on system fuel rates.

1 TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC DOCKET NO. CP15- EXHIBIT Z-1

The portion of the system studied includes the facilities between and including Station 65 to Station 200.

The mainline path of the Project is from Transco’s Station 85 Zone 4 Market Pool in Choctaw County, Alabama milepost 844.66 to milepost 944.30 in Tallapoosa County, Alabama. The Project includes a new Compressor Station 84 in Choctaw County, Alabama and includes incremental compression at existing Compressor Stations 95, 100 and 105 which are located in Dallas, Chilton and Coosa Counties, respectively, in Alabama.

Page 3 of Exhibit Z-1 is a graph showing the daily volume traversing the Hillabee Expansion Project path for a 365 day period (January 1, 2013 – December 31, 2013). The daily volumes in this graph are ranked from lowest to highest. This data set was used to select ten historical flow study days that are representative of the range of system operating conditions observed during the 2013 calendar year. These representative flow study days (shown in red) were selected at evenly-spaced intervals.

Page 4 of Exhibit Z-1 is a graph depicting the results of the Hillabee Expansion Project fuel study. For each study day, there are two vertical bars. The first bar (in blue) displays the baseline fuel consumption, which represents the modeled system fuel attributable to system customers (i.e. non- Hillabee Expansion Project customers) without the Hillabee Expansion Project facilities in service. The baseline model includes actual system volumes measured on each flow study day and load-factored volumes and facilities associated with expansion projects that will go into service before the Hillabee Expansion Project. The second bar (in green) represents the system fuel that would have been attributed to existing system customers had the Hillabee Expansion Project facilities been in service. In the second model it is assumed that the Hillabee Expansion Project transportation volumes match the load factor of the system for each study day.

The results of the fuel study demonstrate that the Hillabee Expansion Project facilities would have resulted in a reduction in system fuel consumption attributable to existing customers in nine out of ten days studied. For the ten study days, the average change in fuel attributable to existing system customers for the study area is −5.09%, demonstrating that the Project facilities yield a net system fuel benefit to existing system customers. These results support Transco’s request for rolled-in fuel rates for the Hillabee Expansion Project.

2 TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC DOCKET NO. CP15- EXHIBIT Z-1

3 TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC DOCKET NO. CP15- EXHIBIT Z-1

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

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 agreement with the shipper under the Project contains 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

Page 2 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 3 Transcontinental Gas Pipe Line Company, LLC Docket No. CP15- Exhibit Z-3

INFORMATION REGARDING PUBLIC OUTREACH

TYPICAL NEWSPAPER NOTICE

WEBSITE SCREEN CAPTURE

WEBSITE: http://williamshillabeeexpansion.com/

EXAMPLE STAKEHOLDER NEWSLETTER Hillabee Expansion Project

www.williams.com/hillabee

Winter 2013 | 2014 Public Feedback Sought for Proposed Williams Pipeline Expansion

illiams is in the preliminary In addition, as part of the proposal Public Workshop Schedule stages of developing a multi- Williams is proposing to construct a phased pipeline project to 32,000-horsepower compressor facility Williams is seeking input from citizens, Wsignificantly expand its pipeline capacity in Choctaw County, as well as other government entities and other interested in Alabama, beginning in May 2017. piping and valve modifications to parties to identify and address potential existing facilities. If approved, pipeline We are providing this newsletter to siting issues with the Hillabee expansion construction would begin in April 2016. parties who may be affected or have an project. You are invited to the following interest in the pipeline proposal. Company personnel began surveying public workshops to learn more about the proposal: along a study corridor in November 2013. The Hillabee expansion project would These surveys enable the company to Wednesday, January 8, 2014 involve the construction of approximately gather important information to make 5:30–7:30 p.m. 43 miles of pipe segments (called loops) informed decisions when determining Betty Carol Graham Technology Center parallel to the existing Transco pipeline the location of new pipeline facilities. (Central Alabama Community College in Alabama, in addition to adding 1675 Cherokee Road compression and modifying some Before Williams can construct or modify Alexander City, AL 35010 existing pipeline facilities. Constructed any facilities, the company must obtain Thursday, January 9, 2014 in three separate phases over a four-year a Certificate of Public Convenience 5:30–7:30 p.m. period, the project is designed to increase and Necessity from the Federal Energy Coosa County 911 Center Transco’s pipeline capacity by a total of Regulatory Commission (FERC), in 50 Communications Drive approximately 1,131,000 dekatherms per addition to various state and local Rockford, AL 35136 day of pipeline capacity by May 2021 permits. Williams expects to file a formal Monday, January 13, 2014 (enough natural gas to meet the needs application with FERC for the Hillabee 5:30–7:30 p.m. of over four million American homes expansion project in the fall of 2014. Billingsley School annually), supplying gas to the proposed Williams requested in November 2013 2446 County Road 77 Sabal Trail pipeline. that FERC initiate an environmental Billingsley, AL 36006 The combined project would involve the review of the Hillabee expansion project Tuesday, January 14, 2014 construction of six pipe loops located before the company files its certificate 5:30–7:30 p.m. in parts of Choctaw, Autauga, Chilton, application. The project was assigned Choctaw General Hospital Coosa and Tallapoosa counties. The pre-filing Docket Number PF14-6. 401 Vanity Fair Lane pipeline loops vary in length and are Butler, AL 36904 This formal process, which is known as proposed to parallel the existing Transco FERC pre-filing, is designed to solicit pipeline, either completely within or early input from citizens, governmental adjacent to the existing utility corridor. entities and other interested parties to By maximizing the use of our existing identify and address issues associated transmission corridor, our goal is to with potential facility locations during the minimize the impact on property owners design stage of a proposed project. and the environment. Continued on page 3. Closer Look: The Federal Regulatory Process FERC is responsible for determining whether or not proposed interstate pipeline projects are in the public interest. The information below explains FERC’s review process for the planned project, and how you can get involved in the process.

FERC Pre-Filing Before a pipeline company obtains authorization to construct an interstate transmission pipeline, the company must first file a detailed project plan with the Federal Energy Regulatory Commission (FERC). This plan is formally called an application for a Certificate of Public Convenience and Necessity (Certificate Application). The Certificate Application is a comprehensive document that describes the proposed project, its need and potential environmental impacts. The public is invited to attend public workshops to review maps and learn more about the pipeline project. When a pipeline company like Williams is ready to begin preparing its Certificate FERC Filing viewing at local public libraries, as well Application, it typically initiates what Williams anticipates filing its Certificate as via FERC’s website by referencing the is known as FERC pre-filing process. Application for the Hillabee project in the project’s docket number. The pre-filing process is designed to fall of 2014. encourage involvement by citizens, Environmental Evaluation government entities and other interested Among other things, the Certificate parties during the design stage of a Application contains a description of FERC will prepare an environmental proposed project. the new facilities, need for the project, evaluation using information included detailed maps, schedules, and various in Williams’ Certificate Application, As part of this process, Williams will environmental reports. This information supplemental information that may be host a series of public workshops in the details the various studies and analyses provided by Williams upon request, areas potentially affected by the proposal. that have been conducted to determine information assembled by FERC staff, Representatives from FERC normally what effect construction and operation as well as information provided by state participate in these meetings, as well. could potentially have on the environment and federal agencies and the public. The FERC may also hold public scoping and community. evaluation will describe the proposed meetings in the project area. project and alternatives, as well as identify The environmental reports include an existing environmental conditions and Once the pre-filing process begins, analysis of route alternatives, as well as potential impacts from the project. all documents and correspondence an analysis of potential impacts to water The evaluation also will indicate what submitted to or issued by FERC resources, vegetation and wildlife, cultural mitigation measures, construction regarding the project can be accessed by resources, socioeconomics, soils, geology procedures, and routing could be referencing the Docket Number PF14-6 and land use. on FERC’s website: elibrary.ferc.gov/. included in the project to eliminate or There will be a docket number assigned When the Certificate Application is reduce impacts. filed and a Certificate Proceeding (CP) to the project during pre-filing and a The environmental evaluation will docket number is assigned, a copy of the separate docket number assigned when be mailed to federal, state, and local application will be made available for the certificate application is filed. government agencies; elected officials; 2 environmental and public interest Public Feedback Sought Continued from front. groups; Native American tribes; affected landowners; other interested parties Williams has identified a preliminary workshops, also known as “open houses,” and newspapers. FERC will establish project scope for the Hillabee expansion are open to the public and are designed a public comment period to provide project, however, the current alignment to provide all interested parties an ample time for the public to review the is preliminary and subject to change as opportunity to meet project personnel, evaluation. Once the comment period a result of additional survey information, review maps, learn more about the ends, FERC will address any comments in environmental analysis, or changing regulatory process, ask questions and the final Order. customer needs, as well as input from share feedback. If FERC determines that the project citizens, local officials and other As this process moves forward, is environmentally acceptable – and interested parties. Williams is committed to working with is satisfied the project is in the public By maximizing the use of existing utility communities and other interested parties interest – it will issue an Order granting corridors, Williams aims to minimize to identify and address issues related to a Certificate of Public Convenience and the impact on property owners and the facility siting or construction. Necessity. FERC issues this document to environment. A complete and thorough signify that approval has been granted to Interested parties also may provide environmental analysis will be conducted build and operate the pipeline. Comments feedback by calling the company toll-free as part of the FERC application process. received on the environmental evaluation at 866-455-9103 or submitting comments are typically addressed by FERC in this Williams will formally introduce the electronically at pipelineexpansion@ document. The certificate will detail the project to interested parties during a williams.com. More information can conditions of the approval, including the series of public workshops that will be be found on the project website at final route FERC has authorized, and conducted in the project area. These williams.com/hillabee. construction and mitigation measures Williams must follow. Proposed Major Facility Modifications Phase I (2017 ISD) Comments to FERC State County Scope When providing comments to the FERC, you should reference Docket AL Choctaw New 32,000-hp compressor facility Number PF14-6 or the CP docket number assigned when the certificate AL Dallas Existing compressor facility modifications application is filed. AL Autauga / Chilton 4.6 miles of 48-inch pipe

Comments may be filed via the Internet AL Coosa 5.3 miles of 42-inch pipe on FERC’s website – www.ferc.gov. To do so, click on the Quick Comment link. AL Coosa 2.6 miles of 42-inch pipe FERC website also contains additional information about getting involved in the AL Coosa Existing compressor facility modifications regulatory process under the Citizens tab. AL Tallapoosa 7.6 miles of 42-inch pipe You may send written comments to Phase II (2020 ISD) FERC at: Secretary AL Choctaw 6.67 miles of 42-inch pipe Federal Energy Regulatory AL Dallas Existing compressor facility modifications Commission 888 First St., N.E., Room 1A AL Chilton Existing compressor facility modifications Washington, D.C. 20426 AL Chilton 3.92 miles of 42-inch pipe By filing comments, your views will Phase III (2021 ISD) be considered and addressed in the environmental documents or a final AL Choctaw 5.38 miles of 42-inch pipe order. You will also be placed on a mailing list to receive additional environmental AL Chilton Existing compressor facility modifications documents from FERC as the application AL Chilton / Autauga 7.46 miles of 42-inch pipe is reviewed. 3 Proposed Project Schedule

November 2013 Pre-filing process began

November 2013 Detailed civil surveys began and are ongoing

January 2014 Open houses and informational meetings

First Quarter 2014 FERC scoping hearings

Fall 2014 Submit 7(c) application to FERC Who is Williams? April 2016 Proposed construction start on Phase I facilities May 2017 Phase I in-service You may have never heard of Williams, April 2019 Proposed construction start on Phase II facilities but millions of Americans depend May 2020 Phase II in-service on us every day. Williams processes November 2020 Proposed construction start on Phase III facilities and delivers domestic, clean-burning May 2021 Phase III in-service natural gas. In fact, we deliver about 12 percent of the natural gas consumed in the United States. Founded in 1908, the company has Selecting Facility Locations a long history of operating safely and reliably. There are many factors involved When siting transmission pipelines, in selecting areas for natural gas companies are strongly encouraged You can learn more about Williams at pipeline facilities. Federal regulations to consider routes along existing require that the pipeline company corridors, such as: www.williams.com. Williams owns and conduct numerous studies and analyze yyPipeline rights-of-way alternatives before filing an application operates the Transco pipeline, which yyRoadways with FERC. is a 10,200-mile pipeline system, yyUtility corridors Pipeline engineers use computer yyRailroad corridors extending almost 2,000 miles from modeling to identify what new yyOther easements facilities will be required. After south Texas to New York City. The The pipeline company must evaluate analyzing maps, aerial photos and a number of environmental factors, pipeline transports large quantities of studying other available data, a including potential impacts on: natural gas to customers throughout preliminary route or location for the new facility is identified, as well as yyResidents the eastern seaboard. alternate routes. yyThreatened and endangered species yyWetlands, water bodies Williams is dedicated to working and groundwater with communities to select facility yyFish, vegetation and other wildlife Did you know? locations that balance the impacts on yyCultural resources the community and the environment yyGeology Williams operates about with the needs of the customers. Early yySoils 15,000 miles of natural involvement from communities helps yyLand use gas pipelines, which is Williams identify and address issues yyAir and noise quality more than enough to related to project design and location. stretch about half-way around the world.

4 Frequently Asked Questions

Will I be notified if the pipeline is going Who decides if the pipeline project land in the area as determined by to affect my property? gets built? independent sources such as county Yes. Landowners whose property may Interstate natural gas pipelines are deed and tax records, local appraisers, be affected by the proposed route regulated by the Federal Energy real estate brokers and other real will be contacted by a Williams land Regulatory Commission (FERC). As estate professionals, considering such representative notifying them of the such, FERC requires operators like factors as length, width, existing use various surveys that will take place on Williams to obtain a federal Certificate and comparable land sales in the area. their property. Once Williams begins of Public Convenience and Necessity, Impact to the remaining property may FERC pre-filing process, all potentially in addition to various state and local also be considered. This information affected landowners will receive a packet permits, before any pipeline facilities will be shared with the landowner and of information from FERC and from can be built. fair compensation will be offered. We encourage the landowner to provide Williams advising that their property How long does the process take? may be affected by the pipeline project. any other relevant information that It will also include the dates and locations Depending on the size of the pipeline may be considered in establishing a fair of public meetings and instructions for project, the federal review and time market value. In addition to the value obtaining more information. needed for pipeline construction can of the easement, the landowner will be vary. For the Hillabee project, Williams compensated for any actual damages What is the purpose of pipeline surveys? is anticipating that it could file an to their property during construction. Ground surveys are a preliminary first application with the FERC in the fall of Such damages may include loss of crop, step in gathering critical information 2014. If approved by FERC, Williams timber, pasture, landscape features or that can be used in developing a pipeline could begin construction in the spring use. Settlement of damages may occur proposal. The process of conducting of 2016. before or after pipeline construction these surveys involves several steps. What is an easement? (or both). Damage to fences, gates, roads, Generally, each property will be visited drainage, etc., will be repaired prior to by various specialists in land, engineering An easement is a limited right to use the land for specific purposes. Should the contractor leaving the site. The and environmental sciences. These may landowner will be asked to acknowledge or may not be concurrent visits but Williams need to acquire a new easement, Williams will compensate the landowner completion of and satisfaction with the should not last longer than one or two restoration activities. days each. Some properties may need for the right to construct, operate and to be revisited to obtain additional data. maintain an underground pipeline (and, Will I still own the land? Can I still use it? All information collected will be used in limited cases, aboveground equipment It is important to note that an easement to help us determine the location of the related to the pipeline such as valves, and does not transfer title of the land to proposed pipeline facilities. Nothing cathodic protection sites). Williams; it merely grants the right to will be removed from your property use the land for the specific purposes without your permission. Vehicular traffic stated in the easement agreement. After will be confined to existing roads and construction of the pipeline, most uses of access ways. After the survey teams are the surface of the land will be permitted, finished, you may see survey stakes and/ including farming activities such as crop or ribbon tied to fences or vegetation. production or raising livestock. These markers are necessary to maintain I’d like to get some gas from Transco. a line of sight for the areas that have been How do I do that? surveyed. In areas where brush or tall The existing Transco pipeline is used for grass is encountered, crews may need to transporting natural gas to market areas cut some of this vegetation to maintain where it can be distributed by local gas the line of sight. Some minor surface utility companies or used as fuel in power disturbance may be required with hand generation facilities. Contact your local How will the value of the easement tools to collect soil samples. Our survey gas utility company to ask about natural be determined? crews will take every precaution to ensure gas service. no damage to your property or disruption The valuation of the easement will be of your daily activities will occur. determined by the market value of 5 Natural Gas:

America’s Fastest Carbon Emissions by Fuel Type

Growing Fuel NATURAL GAS Natural gas is this country’s fastest OIL 28% more growing energy source. Why? Because it is domestic, clean-burning, efficient COAL 43% more and abundant. 5,000 10,000 15,000 20,000 Natural gas is an essential resource for North America, generating electricity, Pounds per billion BTU of energy consumed powering our manufacturing plants, providing raw material for a range of SOURCE: EIA, Natural Gas Issues and Trends, 1998 products, heating homes and fueling transportation. Its versatility doesn’t stop there. Natural gas is also an excellent complement to renewable Williams operates more than 15,000 miles air emissions. As a result, the need for technologies such as wind and solar, of transmission pipeline, transporting additional pipeline infrastructure providing low-emission backup about 12 percent of the natural gas is increasing. generation when needed. consumed in the United States. Williams’ Currently, natural gas produces one-third of customers include cities and towns, Nearly all of the natural gas consumed all U.S. electric generation and during the utility companies, power generators and in the United States is transported from past four years, electric generation from coal large factories. natural gas wells to end-users through has fallen one-third due to the popularity of thousands of miles of high-strength Natural gas is part of the solution to gas. As a result, carbon emissions levels have steel pipelines. reducing greenhouse gas emissions. As dropped to 20-year lows. Pipelines exist almost everywhere in the cleanest burning fossil fuel, it emits the United States. Williams operates much less carbon dioxide than either Did you know? a natural gas transmission pipeline coal or oil – about 28% less than oil and There are more than 300,000 known as the Transco pipeline, 43% less than coal. miles of interstate and intrastate transporting natural gas from primarily The environmental advantages of natural transmission pipelines across domestic supply sources to markets gas have made it the fuel of choice for the United States. throughout the eastern United States. industries looking for ways to reduce

The Long Journey to Your Home Natural gas is found in large deposits in the Gulf of Mexico, Appalachia, Rocky Mountains and Canada. Exploring for natural gas means drilling thousands of feet, or even miles into the earth. Once a deposit is found, the natural gas is brought to the surface where it is cleaned and made ready for transportation through pipelines.

1 2 3 4 Offshore and onshore gas wells bring At processing plants, moisture and Once cleaned, the gas is transported Smaller pipes carry the gas to homes, natural gas to the surface where it is impurities are removed from the gas. through long steel pipelines. It is factories and other industrial users. transported to processing plants. pushed through the pipes by large engines called “compressors.”

6 A Company Committed to Safety

Williams’ pipelines are part of a vast transmission system sometimes referred to as the “interstate highway” for natural gas. It consists of more than 300,000 miles of high-strength steel pipe moving large amounts of natural gas thousands of miles from producing regions to market. According to statistics from the National Transportation Safety Board, natural gas pipelines are the safest and most cost efficient mode of transportation today – surpassing highway, railroad, airborne or waterborne transport. Williams pipeline employees remove an internal inspection device from the pipeline known as a “smart pig.” High Standards Interstate pipelines are regulated by the more pipelines within an easement. These excavation contractors, landowners and U.S. Department of Transportation’s markers, which contain the name of the local community leaders to educate them Office of Pipeline Safety, which imposes pipeline operator and emergency contact about pipeline operation and emergency a broad range of construction and information, are usually located near road, response procedures. operations standards. Williams has its rail, fence, water crossings and curbs. n Safety information regarding our own high standards for pipeline design, n Once the pipeline is placed in the operations is distributed annually to material specifications, construction, ground, Williams installs a system called landowners, residents and businesses maintenance and testing. These standards, cathodic protection, which, along with located near our facilities. which must be met before a pipeline can the pipe’s protective coating, protects the be placed into service, include: n Williams’ pipelines are continuously pipeline from corrosion. monitored 24 hours a day, 365 days a year n At steel rolling mills, where pipe is n To help protect against third-party through our gas control center. fabricated, pipeline representatives damage, which is the leading cause of carefully inspect the pipe to ensure that n Williams actively supports the pipeline incidents, regular inspections quality meets or exceeds both federal and nationwide one-call system. by motor vehicles and low-flying patrol industry-wide standards. aircraft keep a watchful eye on the n Protective coatings and other corrosion pipeline routes and adjacent areas. One Call control techniques are used to help n Pipeline maintenance crews One of the greatest single challenges to prevent corrosion of the pipeline and perform facility inspections, check for safe pipeline operations is accidental its facilities. construction activity in the vicinity of damage caused by third parties. Local n During construction, pipeline the pipeline, and maintain the pipelines one-call centers provide a free service to representatives carefully inspect the and their rights-of-way. Heavily anyone planning excavation, construction fabrication and construction of the populated areas are inspected and or blasting activities. After a center pipeline. Welds linking the joints of the patrolled more frequently. receives a call, it notifies underground pipeline are checked to test their integrity. utilities in the area of the planned n Pipelines undergo periodic work. Representatives from each utility n Once the pipeline is in the ground maintenance inspections, including company visit the proposed work site and before it is placed into service, it is leak surveys and valve and safety device and mark the location of their facilities to pressure-tested with water or inert gas in inspections. An internal computerized reduce the risk of damage. To contact the excess of its operating pressure to ensure inspection device, known as a “smart pig,” one-call center nearest you, dial 811. it can withstand high pressure. is also utilized to periodically examine a n In accordance with federal law, pipe’s condition. aboveground pipeline markers are used to n Local Williams representatives meet alert the public of the presence of one or with local emergency response officials, 7 c/o: Hillabee Expansion Project 1600 Executive Drive South, Suite 200 Duluth, GA 30096

For More Information

Project website: www.williams.com/hillabee Toll-free information line: 866-455-9103 E-mail: [email protected] Land Department: Hillabee Expansion Project Office 1600 Executive Drive South, Suite 200 Duluth, GA 30096

© 2013 The Williams Companies, Inc. All rights reserved. 1114/44159 OPEN HOUSE DISPLAY POSTERS

OPEN HOUSE Williams’ Transco Pipeline Williams’ Transco pipeline is a major transporter of natural gas, delivering much of the natural gas consumed in the northeastern and southeastern United States.

Transco Operational Statistics

System Design Capacity 9.8 billion cubic feet per day Miles of Pipe 10,200 miles Compressor Stations 52 Seasonal Storage 200 billion cubic feet Supply Areas Gulf Coast, Mid-Continent, Appalachia Market Areas Southeast, Mid-Atlantic & Northeastern states

The Transco Pipeline About Williams Williams owns the Transco pipeline, a 10,200-mile natural gas You may have never heard of Williams, transportation system that extends from South Texas to but millions of Americans depend on us New York City, crossing 13 states. The Transco pipeline actually every day. Williams is one of the leading consists of multiple large-diameter pipes buried underground energy infrastructure companies in within a common pipeline right-of-way. The pipeline transports North America. In fact, we deliver about natural gas (methane) from gas production areas to customers 14 percent of the natural gas consumed such as power plants, industrial operators or public utility in the United States. Founded in 1908, companies. The public utility companies operate smaller-diameter the company has a long history of pipes which deliver gas to residential homes and businesses. operating safely and reliably. Developing a Pipeline Project There are many factors involved in selecting areas for natural gas pipeline facilities. Federal regulations require that the pipeline company conduct numerous studies and analyze alternatives before filing an application with FERC.

When siting transmission pipelines, companies are The pipeline company must evaluate a number of strongly encouraged to consider routes along existing environmental factors, including potential impacts on: corridors, such as: „„Residents „„Pipeline rights-of-way „„Threatened and endangered species „„Roadways „„Wetlands, water bodies and groundwater „„Utility corridors „„Fish, vegetation and other wildlife „„Railroad corridors „„Cultural resources „„Other easements „„Geology „„Soils „„Land use „„Air and noise quality

For the Hillabee Project, the location of 100% of the proposed pipeline loops will be adjacent to the existing Transco mainlines. By maximizing the use of the existing corridors, Williams’ goal is to minimize the impact on property owners and the environment. Project Overview

HILLABEE EXPANSION PROJECT

Carrollton Lake View Hoover S H E L B Y Ashland ISD 5/1/2017 ISD 5/1C/o2k0e2r0 Northport J E F F E R S O N Pelham Childersburg Sylacauga Pickensville Holt Brookwood 1. Add 2 Mars 100 Units (16,000 ISO HP ea) Station 84, 10. 6.67 Miles of 42” – 800# MAOP Main Line Loop from Wilsonville R A N D O L P H Choctaw County, Alabama MP 784.66 to MTuPs c7a9lo1o.3sa3 Choctaw County, Alabama Alabaster C L A Y Oak 2. Add 1 Mars 100 (16,000 ISO HPPI)C anKdE twNoS bays gas (downstream of Station 85) (Rock Springs Loop)North Bibb Columbiana Grove cooling Station 95, DMaclMlausll eCnounty, Alabama 11. Add 1 Mars 100 (16,000 ISO HCPoa) lainngd two bays gas Mississippi T A L L A D E G A 3. Re-wheel 2 existing MaArslic 1e0v0ill eunits Station 95, cooling Station 95, Dallas County, Alabama West N O X U B E E T U S C A L O O S A Vance Dallas County, Alabama 12. Re-wheel three existing Mars units Station 95, DaBllaloscton Montevallo ¦ Goldville 4. 4.60 Miles of 48” – 800# MAOP Main Line Loop from County, Alabama Wilton MP 886.00 to MP 890.60 Autauga and Chilton County, 13. Uprate unit 10 from 42,000 ISO HP to 45,500 ISO HP Calera Goodwater Daviston Alabama (upstream of Station 100) (Billingsley Loop) Station 100, Chilton County, Alabama New (!8 Site 5. 5.34 Miles of 42” – 800# MAOP Main Line LooUpn ifornom 14. 3.92 Miles of 42” – 800# MAOP Main Line Loop fromB I B B (!9 MP 911.12 to MP 916.46 Coosa County, Alabama MP M90ou5n.7d4v itlloe MP 909.66 Chilton County, AlabaCmenatreville Jemison (upstream of Station 105) (Proctor Creek Loop) (downstream of Station 105) (Verbena Loop) Brent C O O S A 6. 2.59 Miles of 42” – 800# MAOP Main Line Loop from T A L L A P O O S A Thorsby C H I L T O N Alexander MP 924.27 to 926.86 Coosa County, AGlaRbaEmEaN E 105 City Jacksons' ISD 5/1/2021 ! Gap (upstream of Station 105) (Hissop Loop) (6 (!7 Geiger 15A. k r o5n.38 Miles of 42” – 800# MAOP Main Line Loop Rockford 7. Add 1 Titan 130 (20,500 ISO HP) Station 105, Coosa from MP 791.33 to MP 796.71 Choctaw County, Sc o o b aCounty, Alabama Eutaw Alabama (downstream of Station 85) (Butler Loop) Clanton 8. 7.63 Miles of 42” – 80G0a#in eMsAviOlleP Main Line Loop from (!5 Dadeville Camp 16. Re-wheel 15,000 HP Mars unit #9 Station 100, MP 941.83 to MP 949.46 Tallapoosa County, Alabama Hill K E M P E R Maplesville (!14 (downstream of Station 105) (Tallapoosa Loop) ChiltHonA CLoEunty, Alabama 9. Pipeline taps (3) connecting C, D, Baonldig eEe lines to 17. 7.46 Miles of 42” – 800# MAOP Main Line Loop Sabal TraEiml melleeter station from MP 890.69 to MP 898.15 Chilton and Autauga Counties, Alabama (downstream of Station 100) (!17 Epes Greensboro (Autauga Loop) P E R R Y 100 Forkland (!4 Billingsley Eclectic Marion (!13 L E E Livingston E L M O R E Newbern (!16 Deatsville Notasulga Wetumpka Elmore L A U D E R D A L E S U M T E R A U T A U G A Coosada York Demopolis Alabama Millbrook Blue Ridge Tallassee Faunsdale Prattville Cuba Franklin Tuskegee Uniontown 95 Autaugaville Selma (!2 Shorter (!11 Selmont-West Providence (!3 Selmont Dayton (!12 M A C O N Orrville Benton Linden White Lowndesboro Thomaston D A L L A S Hall Myrtlewood Pike Road L O W N D E S C L A R K E 90 M A R E N G O M O N T G O M E R Y Pennington Mosses Lisman Hayneville Gordonville Union !15 Springs ( Sweet (!10 Butler Water B U L L O C K 84 85 TRANSCO HILLABEE EXPANSION ") PROPOSED TRANSCO COMPRESSOR STATION (!1 W I L C O X PROPOSED FACILITIES 2017-2021 EXISTING TRANSCO Needham Pine Camden Fort ") Hill Deposit COMPRESSOR STATIONS Yellow 43.59 MILES PIPELINE LOOPING AND C H O C T A W Bluff 88,000 HORSEPOWER COMPRESSION TRANSCO FACILITIES EXPANSION Oak Hill IN-SERVICE DATE Toxey Thomasville Gilbertown Pine NCovRemE bNeSr 0H1A, 2W013 2017 P I K E Apple B U T L E R Petrey 2020 Greenville B A R B O U R Vredenburgh 1 in = 10 miles 2021 Banks Fulton Troy M O N R O E PROPOSED SABAL TRAIL PIPELINE W A Y N E Silas Coffeeville 0 4 8 16 24 32 Rutledge EXISTING TRANSCO PIPELINES Beatrice C O N E C U H Miles Goshen Brundidge

Proposal Phase I (2017 In-Service Date) Williams is developing an expansion of its existing Transco pipeline State County Scope to serve the growing need for natural gas by local utilities, industries AL Choctaw New 32,000-hp compressor facility AL Dallas Existing compressor facility modifications and power generators in the southeastern United States. The Hillabee AL Autauga / Chilton 4.6 miles of 48-inch pipe Expansion Project is designed to expand the existing Transco pipeline’s AL Coosa 5.3 miles of 42-inch pipe capacity in Alabama beginning in May 2017, supplying gas to the AL Coosa 2.6 miles of 42-inch pipe proposed Sabal Trail pipeline. AL Coosa Existing compressor facility modifications AL Tallapoosa 7.6 miles of 42-inch pipe Facilities The Hillabee Expansion is designed to be constructed in three phases, Phase II (2020 In-Service Date) adding a total of approximately 1,131,000 dekatherms per day (dt/d) State County Scope of pipeline capacity to the Transco system by May 2021. The proposal AL Choctaw 6.67 miles of 42-inch pipe AL Dallas Existing compressor facility modifications would involve the construction of eight new pipe sections (loops), a AL Chilton Existing compressor facility modifications new compressor facility in Choctaw County, Ala., as well as making AL Chilton 3.92 miles of 42-inch pipe modifications to other existing compressor stations and valve sites.

Phase III (2021 In-Service Date) State County Scope AL Choctaw 5.38 miles of 42-inch pipe AL Chilton Existing compressor facility modifications FERC Process Federal Energy Regulatory Commission, or FERC, is the agency that regulates the interstate transmission of natural gas, oil, and electricity. It also licenses, inspects and oversees environmental matters for hydroelectric projects and major electricity policy initiatives.

Process for Natural Gas Certificates

Use of the Pre-Filing Environmental Review (PF) Process is Approved (voluntary)

Conduct Scoping to Determine Environmental Issues and Attempt to Resolve Issues

Applicant Files FERC Application

FERC Issues Notice of Application

Conduct Scoping (if the PF Process is not used)

Issue EA or Draft EIS

Respond to Environmental Comments Issue Final EIS

Commission Issues Order

FERC’s natural gas responsibilities FERC also: include regulation of: „„Oversees the construction and operation of pipeline facilities at „„Pipeline, storage and liquefied natural gas United States’ points of entry for the import or export of natural gas facility construction „„Issues certificates of public convenience and necessity to „„Interstate transportation of natural gas prospective companies providing energy services or constructing „„Facility abandonment and operating interstate pipelines and storage facilities „„Establishes rates for services Information for Landowners

Landowners whose property may be affected by the Steps for acquiring proposed pipeline route will be contacted by a Williams land representative requesting permission for company rights-of-way (easements):

representatives to conduct various surveys on their property. 1. Upfront information All potentially affected landowners will receive information 2. Fair compensation to landowners from FERC and from Williams advising that their property 3. Prompt payment to landowners may be affected by the pipeline project. 4. Advance notice of construction activities If you are affected by new pipeline construction, a Williams 5. Landowner still retains ownership of land representative will work closely with you to make certain the job is performed with the least possible impact to you or the environment. Our land representatives will be available before, during and after the project to discuss any special concerns you may have. Pipeline Construction How Williams Builds Pipelines

4 1 2 3

1. Pre-construction survey 2. Clearing and grading 3. Trenching 4. Pipe stringing and bending Before construction begins, Williams The pipeline right-of-way is cleared of Topsoil is removed from the work area and Individual joints of pipe are strung along the surveys environmental features along vegetation. Temporary erosion control stockpiled in agricultural areas. Williams right-of-way adjacent to the excavated ditch proposed pipeline segments. Utility lines measures are installed prior to any then uses backhoes and trenching machines and arranged so they are accessible to and agricultural drainages are located and earth-moving activities. to excavate the trench. The soil that is construction personnel. A mechanical marked to prevent accidental damage excavated during ditching operations is pipe-bending machine bends individual joints during pipeline construction. The pipeline’s temporarily stockpiled on the right-of-way. of pipe to the desired angle at locations where centerline and the exterior right-of-way and there are significant changes in the natural workspace is staked. ground contours or where the pipeline route changes direction.

5 6 7 8

5. Welding, pipe coating and 6. Lowering pipe in 7. Testing 8. Restoration x-ray inspection and backfilling After backfilling, the pipe is filled with Williams’ policy is to clean up and restore After the stringing and bending are complete, The pipe assembly is lowered into the water and pressure tested. Tested water is the work area as soon as possible. Disturbed the pipe sections are aligned, welded trench by sideboom tractors. The trench is obtained and disposed of in accordance areas are restored, as nearly as possible, together, and placed on temporary supports backfilled. No foreign materials are allowed with applicable regulations. to their original contours. Temporary along the edge of the trench. All welds are in the trench. environmental control measures are then x-rayed. Line pipe requires a coating at maintained until the area is restored, as the welded joints. The entire pipe coating is closely as possible, to its original condition. then electronically inspected. Williams’ Commitment to Safety According to the National Transportation Safety Board, natural gas pipelines are the safest mode of transportation today – surpassing highway, railroad, airborne or waterborne transport.

Interstate pipelines are regulated by the U.S. Department of Transportation’s Office of Pipeline Safety, which imposes a broad range of construction and operations standards. Williams has its own high standards for pipeline design, material specifications, construction, maintenance and testing.

„„Pipeline representatives inspect the pipe at the mills along with the pipe’s coating, is designed to prevent during fabrication to ensure its quality meets or corrosion of the steel pipeline. exceeds both federal and industry standards. „„Internal, electronic inspection devices, called „„Protective coatings are applied at the mill and on-site “smart pigs”, are used to detect any anomalies. to prevent moisture from coming into contact with „„Aerial and ground inspection of pipeline the metal. rights-of-way occur on a regular basis. „„The welds linking the pipe joints are x-rayed to „„Markers are posted along our rights-of-way to let ensure integrity. you know there is a pipeline in your area. These „„Once the pipeline is in the ground, it is tested with markers are checked annually. water at pressures higher than normal operating „„Pipeline personnel monitor our systems 24 hours a pressure to ensure the pipeline’s integrity. day, seven days a week. Our equipment can detect „„Automatic shut-off valves are installed for safety. even a slight change in pressure or flow. Dispatchers „„After the pipeline is installed, we put in a low-voltage can quickly activate emergency shutdown electrical system called cathodic protection that, procedures if they detect a problem. Leak Prevention & Detection

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6 9 4 5 7 11 12 13 8 10

16 15 23

22 21 18 19 17

20

Leak Prevention and Detection

1 Regular aerial inspections 13 Pressure sensor 2 Written pipeline safety information is distributed annually 14 Pipeline personnel monitor pipeline systems to neighbors, emergency officials and excavators 24 hours a day, 7 days a week 3 Regular patrols 15 Pipe is pressure tested with water before being placed into service 4 Line markers are posted along the rights-of-way to identify 16 Pipe sections replaced through normal maintenance pipeline’s presence. Markers are checked annually 17 Pressure tested at the mill 5 Block valves to stop gas fow 18 Extra thickness in populated areas 6 Valves are inspected annually 19 Protective coating 7 Williams participates in local One-Call line locating service 20 High tensile strength steel 8 Leak surveys conducted annually 21 In-line inspection devices are used to detect any anomalies in the pipe 9 Cathodic protection, a low-voltage electrical 22 Cleaning pigs are used to help prevent internal corrosion system that prevents corrosion 23 All welds linking the pipe joints are x-rayed to ensure integrity 10 Anodes 11 Meter to measure volume 12 Temperature sensor Gas Control / SCADA

Advances in pipeline control technology have made center and remote sites 24 hours a day, seven days a it possible to safely operate pipelines from a single week, using Wide Area Network system technology. location. From its Gas Control center in Houston, This system regularly transmits information such as Williams applies Supervisory Control and Data natural gas fow volumes, pressure and temperature. In Acquisition (SCADA) computer systems for the safe, addition to monitoring the pipeline on a real-time basis, efficient operation of its Transco pipeline. Information the system also allows Williams to operate compressor is relayed back and forth between the Gas Control facilities, certain valves and other facilities remotely. Hillabee Project Major Permits

Agency Permit / Clearance / Approval Federal Certificate of Public Convenience and Necessity (Certificate) Federal Energy Regulatory Commission Section 7 of the Natural Gas Act (18 CFR 380) U.S. Army Corps of Engineers (USACE) Mobile Dredge and Fill permit under Section 10, Rivers and Harbors Act District and Section 404, Clean Water Act (CWA) Section 7 Endangered Species Act (ESA), and U.S. Fish and Wildlife Service (USFWS), Alabama Ecological Migratory Bird Treaty Act Services Field Office, Daphne (MBTA) Consultation United States Environmental Protection Agency Section 404, Clean Water Act (USEPA), Region 4 State of Alabama Alabama Department of Conservation and Natural Resources (ADCNR), Wildlife and Freshwater Fisheries Division State Protected Species Consultations Alabama Natural Heritage Program (ANHP) Section 106 National Historic Preservation Act (NHPA) Alabama Historical Commission (AHC) Consultation Alabama Department of Environmental Management NPDES General Permit for Storm Water Discharge from (ADEM), Water Division Construction Activities NPDES General Permit for Discharge of Hydrostatic Test Water ADEM, Water Division Section 401 CWA Water Quality Certification Aboveground Facilities While the majority of pipeline facilities are buried underground, certain aboveground facilities are located at regular intervals along the pipeline’s path.

Compressor Stations Natural gas is transported through pipelines at high pressure using compression (300-1200 psi). Compressor stations, located approximately every 60 miles, use large turbines, motors or engines to pressurize the gas and move it through the pipeline.

Pipeline Markers Transmission pipelines follow well-defned easements, many times sharing the same corridor with other utility or power lines. These easements vary in width, generally anywhere from 50 to 175 feet depending on the number of pipelines and terrain. Aboveground pipeline markers are used to alert excavators of the presence of one or more pipelines within an easement. These markers, which contain the name of the pipeline operator and emergency contact information, are usually located near road, rail, fence, water crossings and curbs.

Meter Stations Often referred to as the city gate, a meter station is the point where distribution companies receive gas from transmission pipelines. Meter stations measure the flow of gas along the pipeline, using specialized meters to not impede the gas movement.

Pig Launcher/Receiver This equipment is used to launch and remove internal cleaning and inspecting tools, or pigs, as they are commonly referred to in our industry. Intelligent or “smart pigs” record data as they travel inside the pipe and help us determine if the pipe has any anomalies. The use of these tools is an integral part of our overall pipeline integrity program.

Mainline Valves Mainline valves are shut-off devices that are designed to stop the flow of gas through the pipeline. Some are manually operated, while others are either automatic or operated by remote control. Valves can be placed every 5 to 20 miles along the pipeline, and are subject to regulation by federal safety codes. Connecting Supply and Demand

Williams’ Transco transmission pipeline is a major provider of natural gas Project Schedule to the region, providing gas to utility companies, large industrial users Date Milestone and power generators. November 2013 Pre-filing process began November 2013 Detailed civil surveys began and are ongoing

The Hillabee Expansion Project is designed to expand the existing January 2014 Open houses and informational meetings Fall 2014 Submit 7(c) application to FERC Transco pipeline’s capacity in Alabama beginning in May 2017, supplying April 2016 Proposed construction start on Phase I facilities gas to the proposed Sabal Trail pipeline – a 465-mile interstate natural May 2017 Phase I in-service gas pipeline that will bring natural gas supplies to Florida, while April 2019 Proposed construction start on Phase II facilities increasing the reliability of the region’s energy delivery system. The May 2020 Phase II in-service Sabal Trail pipeline will be capable of transporting 1 billion cubic feet November 2020 Proposed construction start on Phase III facilities per day or more of natural gas to serve local distribution companies, May 2021 Phase III in-service industrial users and natural gas-fired power generators in the Southeast markets. The Hillabee Project creates the necessary pipeline capacity to serve the Sabal Trail pipeline project – which is designed to help meet the growing energy need of the Southeastern U.S. Temporary Construction ROW

Below are examples of typical construction cross sections when working in an open, unobstructed area. In residential areas, however, the total width of the construction workspace will vary. A Williams representative will work with the landowner for a site-specific plan where the temporary construction right-of-way will be adjusted to site conditions. Upon completion of construction, the right-of-way will be restored to as close to original condition as possible, and temporary workspace will revert to the landowner.

Example of no soil segregation

Temporary Soil Removed additional from Trench fill or matting

Truck Side Boom 25'

Existing Pipeline

65' 40' Working Side Soil Storage Side

105'

Example of soil segregation into separate stockpiles

Temporary Topsoil Removed Subsoil Removed additional from Trench from Trench fill or matting

Truck Side Boom 25'

Existing Pipeline

50' 65' 40' Topsoil Storage Working Side Soil Storage Side

50' Extra Workspace for Topsoil Storage 105' What is a Compressor Facility?

Interstate transmission compressor stations, sometimes called pumping stations, are the “engine” that powers an interstate natural gas pipeline. As the name implies, the compressor station compresses the natural gas, (increasing its pressure) to push the gas through the pipeline. The size and the number of compressors varies, based on the diameter of the pipe and the volume of gas to be moved.

Many compressor stations are completely automated, so the equipment can be started or stopped from a pipeline’s central control room. The control center also can remotely operate shut-off valves along the transmission system. The operators of the system keep detailed operating data on each compressor station, and continuously adjust the mix of engines that are running to maximize efficiency and safety.

1. Gathering lines bring gas from 2. At the processing plant, moisture and offshore and onshore wells to a impurities are removed from the gas stream; processing plant. natural gas liquid by-products (butane, propane, natural gasoline) are also extracted and sold separately.

ONSHORE LIQUID BY-PRODUCTS 3. Compressor stations move gas through interstate pipelines to utilities or other direct-purchase customers, maintaining gas pressure and flow.

COMPRESSOR STATION

4. Some gas is stored during the summer in porous underground rock formations or depleted oil and gas reservoirs so it is quickly available at times of peak demand, such as severe winter weather.

OFFSHORE

STORAGE

6. At the “city gate,” usually located at the edge of a town or city, gas is metered to determine the quantity delivered to the local utility. The pressure is also reduced, and in some locations an odorant is added to the gas to help consumers identify gas 5. Compressed to an average of 700 to 950 pounds per square in the atmosphere. inch, gas moves through the pipeline at about 15 miles an hour. RESIDENTIAL AREA CITY GATE Choctaw County Compressor Facility (Station 84)

Compressor Facility Design Proposed Location

• Two 16,000-horsepower gas turbine-driven Williams’ preferred location for the Choctaw County compression units compressor facility is within the boundaries of around 40 acres of properties that are being purchased by • One emergency generator Williams. The proposed site will include the use of less • Two electric air compressors and an air storage tank than 10 acres for the final compressor station. This • A pre-engineered metal building will serve as a location was chosen to:

warehouse/workshop with roll-up doors for storing • Create the largest possible buffer between the facility spare parts and equipment and property boundaries.

• Two aboveground storage tanks for waste oil and • Minimize the impact to the property – location was oily water previously cleared of timber.

• A security fence enclosing all equipment • Provide access to existing mainlines, Brightwater The gas turbines and the attached compressors will be Road and utilities. installed within a metal building to both limit noise from the gas turbines and the compressors and to provide protection from the elements. Any aboveground piping will also be insulated to minimize noise.