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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

ORor


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________to _

Commission file number 1-7584

~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

(Exact name of registrant as specified in its charter)

Delaware

74-1079400

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2800 Post Oak Boulevard

Houston,

Texas

77056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 215-2000

NO CHANGE


~~NO CHANGE~~

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated ~~Filer~~filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H (1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.


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~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

Index


			Page
Part I. Financial ~~Information:~~Information
Item 1. Financial Statements
~~Condensed~~ Statement of Net Income ~~—Three~~–Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021			4
~~Condensed~~ Balance Sheet — ~~September~~– June 30, ~~2021~~2022 and December 31, ~~2020~~2021			5
~~Condensed~~ Statement of ~~Member~~Changes in Member’s Equity – Three ’and Six ~~s Equity —~~ ~~Three and~~ ~~Nine~~Months Ended ~~September~~June 30 ~~30,~~, 2022 and 2021 ~~and 2020~~			7
~~Condensed~~ Statement of Cash Flows —– Six ~~Nine~~Months Ended ~~September~~June 30 ~~30, 2021~~, 2022 and ~~2020~~2021
Notes to ~~Condensed~~ Financial Statements:			9
Note 1 – Basis of Presentation			9
Note 2 – Revenue Recognition			9
Note 3 – Contingent Liabilities and Commitments			10
Note 4 – Debt and Financing Arrangements			11
Note 5 – ARO Trust			1312
Note 6 – Fair Value Measurements			13
Note 7 – Transactions with Affiliates			1413
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1615
Item 4. Controls and Procedures			1917
Part II. Other Information			1917
Item 1. Legal Proceedings			1917
Item 1A. Risk Factors			2017
Item 6. Exhibits			2119

Forward Looking Statements

The reports, filings, and other public announcements of Transcontinental Gas Pipe Line Company, LLC may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters.

All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

•Our and our affiliates’ future credit ratings;

•Amounts and nature of future capital expenditures;

•Expansion and growth of our business and operations;

•Expected in-service dates for capital projects;


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•~~Expected in-service dates for capital projects;~~

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Rate case filings;

•Natural gas prices, supply, and demand;

•Demand for our services; and

•The impact of the coronavirus (COVID-19) pandemic.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

•The impact of operational and developmental hazards and unforeseen interruptions;

•Development and rate of adoption of alternative energy sources;

•The strength and financial resources of our competitors and the effects of competition;

•Availability of supplies, including lower than anticipated volumes from third parties, and market demand;

•Volatility of pricing including the effect of lower than anticipated energy commodity prices;

•Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction- related inputs, including skilled labor;

•The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

•Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;

•The physical and financial risks associated with climate change;

•Our exposure to the credit risk of our customers and counterparties;

•Our ability to successfully expand our facilities and operations;

•Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;

•Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;


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•Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);

•Our costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates;

•The risks resulting from outbreaks or other public health crises, including COVID-19;

•Changes in the current geopolitical ~~situation;~~situation, including the Russian invasion of Ukraine;

•Changes in U.S. governmental administration and policies;

•Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

•Acts of terrorism, cybersecurity incidents, and related disruptions; and

•Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the SEC on February ~~24, 2021.~~28, 2022, as supplemented by disclosures in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q.


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PART I —– FINANCIAL INFORMATION

Item 1. Financial Statements

~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~CONDENSED STATEMENT OF NET INCOME~~

~~(Thousands~~Statement of ~~Dollars)~~Net Income

(Unaudited)


												Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended September 30,				Nine Months Ended September 30,				2022		2021		2022		2021
		2021		2020		2021		2020				(Thousands)
Operating Revenues:	Operating Revenues:										Operating Revenues:
Natural gas sales	Natural gas sales	$	19,506	$	21,393	$	49,733	$	61,373		Natural gas sales	$	43,371	$	16,003	$	59,016	$	30,227
Natural gas transportation	Natural gas transportation	600,615		557,947		1,754,417		1,676,243			Natural gas transportation	614,043		571,245		1,235,580		1,153,802
Natural gas storage	Natural gas storage	41,950		42,208		125,809		119,637			Natural gas storage	49,159		41,357		93,317		83,859
Other	Other	3,814		4,407		10,942		11,761			Other	3,151		2,634		8,279		7,128
Total operating revenues	Total operating revenues	665,885		625,955		1,940,901		1,869,014			Total operating revenues	709,724		631,239		1,396,192		1,275,016

Operating Costs and Expenses:	Operating Costs and Expenses:										Operating Costs and Expenses:
Cost of natural gas sales	Cost of natural gas sales	19,506		21,393		49,733		61,373			Cost of natural gas sales	43,371		16,003		59,016		30,227

Operation and maintenance	Operation and maintenance	110,746		95,798		302,661		278,968			Operation and maintenance	129,019		95,831		240,315		191,915
Administrative and general	Administrative and general	55,085		46,793		152,262		139,728			Administrative and general	57,090		46,424		108,639		97,177
Depreciation and amortization	Depreciation and amortization	122,159		115,821		357,715		343,291			Depreciation and amortization	130,670		117,759		263,232		235,556
Taxes — other than income taxes	Taxes — other than income taxes	23,235		20,441		72,181		64,872			Taxes — other than income taxes	25,727		24,418		52,841		48,946

Regulatory credit resulting from tax rate changes	Regulatory credit resulting from tax rate changes	(7,688)		(7,688)		(23,064)		(23,064)			Regulatory credit resulting from tax rate changes	(7,688)		(7,688)		(15,376)		(15,376)
Other expense, net		9,310		3,821		13,987		8,563
Other (income) expense, net											Other (income) expense, net	(7,360)		3,254		(18,248)		4,677
Total operating costs and expenses	Total operating costs and expenses	332,353		296,379		925,475		873,731			Total operating costs and expenses	370,829		296,001		690,419		593,122

Operating Income	Operating Income	333,532		329,576		1,015,426		995,283			Operating Income	338,895		335,238		705,773		681,894

Other (Income) and Other Expenses:	Other (Income) and Other Expenses:										Other (Income) and Other Expenses:
Interest expense	Interest expense	80,328		80,545		240,763		232,403			Interest expense	82,184		80,260		164,621		160,435

Interest income											Interest income	(4,542)		(1,184)		(5,644)		(2,071)

Allowance for equity and borrowed funds used during construction (AFUDC)	Allowance for equity and borrowed funds used during construction (AFUDC)	(7,080)		2,729		(16,801)		(17,518)			Allowance for equity and borrowed funds used during construction (AFUDC)	(5,793)		(5,724)		(10,650)		(9,721)

Miscellaneous other (income) expenses, net		273		588		226		737
Miscellaneous other (income) expense, net											Miscellaneous other (income) expense, net	1,459		1,085		3,458		2,024
Total other (income) and other expenses	Total other (income) and other expenses	73,521		83,862		224,188		215,622			Total other (income) and other expenses	73,308		74,437		151,785		150,667

Net Income	Net Income	$	260,011	$	245,714	$	791,238	$	779,661		Net Income	$	265,587	$	260,801	$	553,988	$	531,227

See accompanying notes.


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~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~CONDENSED BALANCE SHEET~~

~~(Thousands of Dollars)~~Balance Sheet

(Unaudited)


							June 30, 2022		December 31, 2021
		September 30, 2021		December 31, 2020			(Thousands)
ASSETS	ASSETS					ASSETS

Current Assets:	Current Assets:					Current Assets:
Cash	Cash	$	—	$	—	Cash	$	—	$	—
Receivables:	Receivables:					Receivables:
Affiliates		6,402		1,011
Advances to affiliate	Advances to affiliate	1,448,300		642,734		Advances to affiliate	2,010,313		1,669,368
Trade	Trade	215,634		223,864		Trade	224,060		234,680
Other		16,652		14,660
Affiliates						Affiliates	8,731		6,978
Other (less allowance of $6,229 and $6,222 in 2022 and 2021, respectively)						Other (less allowance of $6,229 and $6,222 in 2022 and 2021, respectively)	7,335		12,977
Transportation and exchange gas receivables	Transportation and exchange gas receivables	5,816		4,627		Transportation and exchange gas receivables	13,511		7,685
Inventories		62,882		56,297
Inventories:						Inventories:
Materials and supplies, at average cost						Materials and supplies, at average cost	42,996		41,189
Gas available for customer nomination, at average cost						Gas available for customer nomination, at average cost	27,341		12,553
Gas in storage, at original cost						Gas in storage, at original cost	744		695
Regulatory assets	Regulatory assets	81,937		62,861		Regulatory assets	125,672		114,351
Other	Other	19,254		13,847		Other	8,546		17,058
Total current assets	Total current assets	1,856,877		1,019,901		Total current assets	2,469,249		2,117,534

Property, Plant and Equipment:
Natural gas transmission plant		17,582,511		17,123,779
Property, plant and equipment						Property, plant and equipment	17,859,476		17,713,050
Less-Accumulated depreciation and amortization	Less-Accumulated depreciation and amortization	5,129,262		4,802,256		Less-Accumulated depreciation and amortization	5,385,537		5,227,128
Total property, plant and equipment, net	Total property, plant and equipment, net	12,453,249		12,321,523		Total property, plant and equipment, net	12,473,939		12,485,922

Other Assets:	Other Assets:					Other Assets:
Regulatory assets	Regulatory assets	269,525		281,870		Regulatory assets	307,679		253,081
Right-of-use assets	Right-of-use assets	68,345		78,899		Right-of-use assets	62,819		68,817
Other	Other	272,683		252,051		Other	260,743		292,957
Total other assets	Total other assets	610,553		612,820		Total other assets	631,241		614,855

Total assets	Total assets	$	14,920,679	$	13,954,244	Total assets	$	15,574,429	$	15,218,311

(continued)

See accompanying notes.


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~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~CONDENSED BALANCE SHEET~~

~~(Thousands of Dollars)~~Balance Sheet

(Unaudited)


							June 30, 2022		December 31, 2021
		September 30, 2021		December 31, 2020			(Thousands)
LIABILITIES AND MEMBER’S EQUITY	LIABILITIES AND MEMBER’S EQUITY					LIABILITIES AND MEMBER’S EQUITY

Current Liabilities:	Current Liabilities:					Current Liabilities:
Payables:	Payables:					Payables:
Trade						Trade	$	171,339	$	163,001
Affiliates	Affiliates	$	84,774	$	32,676	Affiliates	52,352		69,128
Trade and other		192,569		128,449
Cash overdrafts						Cash overdrafts	11,591		21,404
Transportation and exchange gas payables	Transportation and exchange gas payables	3,893		1,905		Transportation and exchange gas payables	8,575		10,125
Accrued liabilities:						Accrued liabilities:
Interest						Interest	76,561		76,656
Asset retirement obligations						Asset retirement obligations	57,327		58,418
Regulatory liabilities	Regulatory liabilities	58,199		57,086		Regulatory liabilities	56,989		57,369
Accrued liabilities		255,079		242,379
Property and other taxes						Property and other taxes	27,617		26,470
Customer deposits						Customer deposits	20,771		21,004
Customer advances						Customer advances	10,108		14,582
Other						Other	20,136		25,883
Long-term debt due within one year	Long-term debt due within one year	24,213		22,640		Long-term debt due within one year	26,784		25,594
Total current liabilities	Total current liabilities	618,727		485,135		Total current liabilities	540,150		569,634

Long-Term Debt	Long-Term Debt	5,202,681		5,217,140		Long-Term Debt	5,261,979		5,269,024

Other Long-Term Liabilities:	Other Long-Term Liabilities:					Other Long-Term Liabilities:
Regulatory liabilities						Regulatory liabilities	942,624		932,101
Asset retirement obligations	Asset retirement obligations	478,407		397,737		Asset retirement obligations	476,193		459,969
Regulatory liabilities		926,582		946,774
Deferred revenue		197,107		205,030
Contract liabilities						Contract liabilities	189,185		194,464
Lease liability	Lease liability	67,398		78,688		Lease liability	65,289		68,582
Other	Other	73,648		42,921		Other	4,313		4,281
Total other long-term liabilities	Total other long-term liabilities	1,743,142		1,671,150		Total other long-term liabilities	1,677,604		1,659,397

Contingent Liabilities and Commitments (Note 3)	Contingent Liabilities and Commitments (Note 3)	0		0		Contingent Liabilities and Commitments (Note 3)	0		0

Member’s Equity:	Member’s Equity:					Member’s Equity:
Member’s capital	Member’s capital	4,815,499		4,543,499		Member’s capital	5,088,499		4,960,499
Retained earnings	Retained earnings	2,540,630		2,037,320		Retained earnings	3,006,197		2,759,757
Total member’s equity	Total member’s equity	7,356,129		6,580,819		Total member’s equity	8,094,696		7,720,256

Total liabilities and member’s equity	Total liabilities and member’s equity	$	14,920,679	$	13,954,244	Total liabilities and member’s equity	$	15,574,429	$	15,218,311

See accompanying notes.


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~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~CONDENSED STATEMENT OF MEMBER’S EQUITY~~

~~(Thousands~~Statement of ~~Dollars)~~Changes in Member’s Equity

(Unaudited)

Three Months Ended
September 30,
2021 2020
Member’s Capital:
Balance at beginning of period $ 4,676,499 $ 4,428,499
Cash contributions from parent 139,000 65,000
Balance at end of period 4,815,499 4,493,499
Retained Earnings:
Balance at beginning of period 2,337,177 2,176,231
Net income 260,011 245,714
Cash distributions to parent (56,558) (250,000)
Balance at end of period 2,540,630 2,171,945
Total Member’s Equity $ 7,356,129 $ 6,665,444


								Three Months Ended June 30,
		Nine Months Ended September 30,				2022		2021
		2021		2020				(Thousands)
Member’s Capital:	Member’s Capital:						Member’s Capital:
Balance at beginning of period	Balance at beginning of period	$	4,543,499	$	4,428,499		Balance at beginning of period	$	5,088,499	$	4,603,499
Cash contributions from parent	Cash contributions from parent	272,000		65,000			Cash contributions from parent	—		73,000

Balance at end of period	Balance at end of period	4,815,499		4,493,499			Balance at end of period	5,088,499		4,676,499
Retained Earnings:	Retained Earnings:						Retained Earnings:
Balance at beginning of period	Balance at beginning of period	2,037,320		2,177,284			Balance at beginning of period	2,990,610		2,307,746
Net income	Net income	791,238		779,661			Net income	265,587		260,801
Cash distributions to parent	Cash distributions to parent	(287,928)		(785,000)			Cash distributions to parent	(250,000)		(231,370)

Balance at end of period	Balance at end of period	2,540,630		2,171,945			Balance at end of period	3,006,197		2,337,177
Total Member’s Equity							Total Member’s Equity	$	8,094,696	$	7,013,676

								Six Months Ended June 30,
								2022		2021
								(Thousands)
Member’s Capital:							Member’s Capital:
Balance at beginning of period							Balance at beginning of period	$	4,960,499	$	4,543,499
Cash contributions from parent							Cash contributions from parent	128,000		133,000
Balance at end of period							Balance at end of period	5,088,499		4,676,499
Retained Earnings:							Retained Earnings:
Balance at beginning of period							Balance at beginning of period	2,759,757		2,037,320
Net income							Net income	553,988		531,227
Cash distributions to parent							Cash distributions to parent	(307,548)		(231,370)
Balance at end of period							Balance at end of period	3,006,197		2,337,177
Total Member’s Equity	Total Member’s Equity	$	7,356,129	$	6,665,444		Total Member’s Equity	$	8,094,696	$	7,013,676

See accompanying notes.


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~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~CONDENSED STATEMENT OF CASH FLOWS~~

~~(Thousands~~Statement of ~~Dollars)~~Cash Flows

(Unaudited)

Nine Months Ended
September 30,
2021 2020
Cash flows from operating activities:
Net income $ 791,238 $ 779,661
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 357,715 343,291
Allowance for equity funds used during construction (equity AFUDC) (12,959) (10,855)
Regulatory credit resulting from tax rate changes (23,064) (23,064)
Changes in operating assets and liabilities:
Receivables — affiliates (5,391) (296)
— trade and other 6,238 39,968
Transportation and exchange gas receivable (1,189) 1,684
Inventories (6,585) (6,065)
Payables — affiliates 52,098 (7,525)
— trade 24,841 (18,288)
Accrued liabilities 37,400 24,460
Reserve for rate refunds — (188,842)
Asset retirement obligations 5,446 (12,105)
Deferred revenue (7,922) (7,925)
Other, net (42,867) (6,322)
Net cash provided by operating activities 1,174,999 907,777
Cash flows from financing activities:
Proceeds from long-term debt — 1,195,629
Proceeds from other financing obligations 1,790 7,248
Payments on other financing obligations (16,663) (14,848)
Payments for debt issuance costs (59) (11,209)
Cash distributions to parent (287,928) (785,000)
Cash contributions from parent 272,000 65,000
Advances from affiliate, net — (252,549)
Net cash provided by (used in) financing activities (30,860) 204,271
Cash flows from investing activities:
Capital expenditures (1) (355,662) (504,987)
Contributions and advances for construction costs 34,102 20,850
Disposal of property, plant and equipment, net (20,545) (33,553)
Advances to affiliate, net (805,566) (581,665)
Purchase of ARO Trust investments (23,174) (46,075)
Proceeds from sale of ARO Trust investments 26,706 33,382
Net cash used in investing activities (1,144,139) (1,112,048)
Increase (decrease) in cash — —
Cash at beginning of period — —
Cash at end of period $ — $ —
_______________________
(1)       Increase to property, plant and equipment, exclusive of equity AFUDC $ (378,004) $ (456,158)
  Changes in related accounts payable and accrued liabilities 22,342 (48,829)
  Capital expenditures $ (355,662) $ (504,987)


	Six Months Ended June 30,
	2022		2021
	(Thousands)
OPERATING ACTIVITIES:
Net income	$	553,988	$	531,227
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization	263,232		235,556
Allowance for equity funds used during construction (equity AFUDC)	(8,555)		(7,481)
Regulatory credit resulting from tax rate changes	(15,376)		(15,376)
Changes in current assets and liabilities:
Affiliate receivables	(1,753)		(641)
Trade and other accounts receivable	16,255		11,855
Transportation and exchange gas receivables	(5,826)		(4,129)
Inventories	(16,644)		(12,698)
Regulatory assets	(11,321)		(11,912)
Other current assets	8,512		(1,077)
Affiliate payables	(16,776)		14,782
Trade accounts payable	(9,122)		8,135
Transportation and exchange gas payables	(1,550)		1,988
Accrued liabilities	(6,400)		27



Other, including changes in long-term assets and liabilities	(11,571)		34,440
Net cash provided (used) by operating activities	737,093		784,696

FINANCING ACTIVITIES:

Proceeds from other financing obligations	5,148		1,790

Payments on other financing obligations	(12,412)		(10,984)
Payments for debt issuance costs	(16)		(32)
Cash distributions to parent	(307,548)		(231,370)
Cash contributions from parent	128,000		133,000


Net cash provided (used) by financing activities	(186,828)		(107,596)

INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures (1)	(185,045)		(231,903)
Contributions and advances for construction costs, net	(2,279)		26,388
Disposal of property, plant and equipment, net	(14,028)		(8,966)
Advances to affiliate, net	(340,945)		(460,120)
Purchase of ARO Trust investments	(10,127)		(17,925)
Proceeds from sale of ARO Trust investments	2,159		15,426
Net cash provided (used) by investing activities	(550,265)		(677,100)

Increase (decrease) in cash	—		—
Cash at beginning of period	—		—
Cash at end of period	$	—	$	—
_______________________
(1) Increases to property, plant and equipment, exclusive of equity AFUDC	$	(187,384)	$	(235,046)
Changes in related accounts payable and accrued liabilities	2,339		3,143
Capital expenditures	$	(185,045)	$	(231,903)

See accompanying notes.


			Table of Contents

~~TRANSCONTINENTAL GAS PIPE LINE COMPANY,~~Transcontinental Gas Pipe Line Company, LLC

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~Notes to Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

In this report, Transcontinental Gas Pipe Line Company, LLC (Transco) is at times referred to in the first person as “we,” “us” or “our.”

Transco is indirectly owned by The Williams Companies, Inc. (Williams), a publicly traded Delaware corporation. We own and operate an interstate natural gas pipeline system that is regulated by the Federal Energy Regulatory Commission (FERC).

General

~~The~~Our accompanying ~~condensed unaudited~~interim financial statements ~~have been prepared from~~do not include all the notes in our ~~books and records. Certain information and footnote disclosures normally included in~~annual financial statements ~~prepared~~and, therefore, should be read in ~~accordance~~conjunction with ~~U.S. generally accepted accounting principles (GAAP) have been condensed or omitted~~our financial statements and notes thereto for the year ended December 31, 2021, in ~~this~~our Annual Report on Form ~~10-Q pursuant to Securities and Exchange Commission rules and regulations.~~10-K. The ~~condensed~~accompanying unaudited financial statements include all normal recurring adjustments and others ~~which,~~that, in the opinion of ~~our~~ management, are necessary to present fairly our interim financial statements. ~~These condensed unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in our 2020 Annual Report on Form 10-K.~~

The preparation of financial statements in conformity with ~~GAAP~~accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in ~~the condensed unaudited~~our financial statements and accompanying notes. Actual results could differ from those estimates.

ACertain reclassifications have been made to information from previous years to conform to the current presentation, including a reclassification within Operating Costs and Expenses inon the ~~Condensed~~ Statement of Net Income to include Cost of natural gas transportation within Operation and maintenance of approximately ~~$15.2~~$13.9 million and ~~$42.1~~$31.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively, has been made to conform to the~~ 2021, ~~presentation.~~respectively.

Note 2 – Revenue Recognition

Revenue by Category

Our revenue disaggregation by major service line includes Natural gas sales, Natural gas transportation, Natural gas storage, and Other, which are separately presented on the ~~Condensed~~ Statement of Net Income.

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020					2022		2021		2022		2021
		(Thousands)								(Thousands)
Balance at beginning of period	Balance at beginning of period	$	210,317	$	220,882	$	215,596	$	226,164			Balance at beginning of period	$	202,392	$	212,958	$	205,030	$	215,596
Recognized in revenue	Recognized in revenue	(2,643)		(2,643)		(7,922)		(7,925)				Recognized in revenue	(2,641)		(2,641)		(5,279)		(5,279)
Balance at end of period	Balance at end of period	$	207,674	$	218,239	$	207,674	$	218,239			Balance at end of period	$	199,751	$	210,317	$	199,751	$	210,317


Notes (Continued)			Table of Contents

Remaining Performance Obligations

Our remaining performance obligations primarily include reservation charges on contracted capacity on our firm transportation and storage contracts with customers. Amounts from certain contracts included in the table below, which are subject to periodic review and approval by the ~~Federal Energy Regulatory Commission (FERC),~~FERC, reflect the rates for such services in our current FERC tariffs, net of estimated reserve for refund, for the life of the related contracts; however, these rates may change based on future tariffs approved by the ~~FERC and the amount and timing of these changes is not currently known.~~FERC. This table excludes the variable consideration component for commodity charges. Certain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligations as of ~~September~~June 30, ~~2021,~~2022 do not consider potential future performance obligations for which the renewal has not been ~~exercised. The table below also does not include~~exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.

The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of ~~September~~June 30, ~~2021.~~2022.


		Contract Liabilities		Remaining Performance Obligations			Contract Liabilities		Remaining Performance Obligations
		(Thousands)					(Thousands)
2021 (three months)		$	2,644	$	603,677
2022 (one year)		10,566		2,317,047
2022 (six months)						2022 (six months)	$	5,286	$	1,268,588
2023 (one year)	2023 (one year)	10,566		2,114,147		2023 (one year)	10,566		2,369,372
2024 (one year)	2024 (one year)	10,568		1,886,688		2024 (one year)	10,568		2,201,498
2025 (one year)	2025 (one year)	10,566		1,469,382		2025 (one year)	10,566		1,872,146
2026 (one year)						2026 (one year)	10,566		1,585,109
Thereafter 00	Thereafter 00	162,764		12,280,513		Thereafter 00	152,199		12,139,572
Total	Total	$	207,674	$	20,671,454	Total	$	199,751	$	21,436,285

Accounts Receivable

Receivables from contracts with customers are included within Receivables - Trade and Receivables - Affiliates, and receivables that are not related to contracts with customers are included within the balance of Receivables - Advances to affiliate and Receivables - Other inon our ~~Condensed~~ Balance Sheet.

Note 3 – Contingent Liabilities and Commitments

Environmental Matters

We have had studies underway for many years to test some of our facilities for the presence of toxic and hazardous substances such as polychlorinated biphenyls (PCBs) and mercury to determine to what extent, if any, remediation may be necessary. We have also similarly evaluated past on-site disposal of hydrocarbons at a number of our facilities. We have worked closely with and responded to data requests from the U.S. Environmental Protection Agency (EPA) and state agencies regarding such potential contamination of certain of our sites. We are conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs. At ~~September~~June 30, 2022, we had a balance of approximately $2.7 million for the expense portion of these estimated costs, $0.9 million recorded in Accrued liabilities- Other and $1.8 million recorded in Other Long-Term Liabilities - Other on the Balance Sheet. At December 31, 2021, we ~~have accrued~~had a balance of approximately ~~$2.6~~$2.5 million for the expense portion of these estimated costs, $0.7 million ~~of which is~~ recorded in Accrued liabilities - Otherand ~~$1.9~~$1.8 million ~~of which is~~ recorded in Other Long-Term Liabilities - Other inon the ~~accompanying Condensed Balance Sheet. At December 31, 2020, we had a balance of approximately $2.4 million for the expense portion of these estimated costs, $0.7 million of which is recorded in~~ ~~Accrued liabilities~~ ~~and $1.7 million of which is recorded in~~ ~~Other Long-Term Liabilities - Other~~ ~~in the accompanying Condensed~~ Balance Sheet.


Notes (Continued)			Table of Contents

We have been identified as a potentially responsible party (PRP) at various Superfund and state waste disposal sites. Based on present volumetric estimates and other factors, our estimated aggregate exposure for remediation of these sites is less than $0.5 million. The estimated remediation costs for all of these sites are included in the environmental liabilities discussed above. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.

The EPA and various state regulatory agencies routinely propose and promulgate new rules, and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, review and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations. Implementation of new or modified regulations may result in impacts to our operations and increase the cost additions to ~~Property,~~Total property, plant, and equipment, net in on the ~~Condensed~~ Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost of these regulatory impacts at this time.

We consider prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. To date, we have been permitted recovery of environmental costs, and it is our intent to continue seeking recovery of such costs through future rate filings.

Other Matters

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

Summary

We have disclosed all significant matters for which we are unable to reasonably estimate a range of possible loss. We estimate that for all matters for which we are able to reasonably estimate a range of loss, including those noted above and others that are not individually significant, our aggregate reasonably possible losses beyond amounts accrued for all of our contingent liabilities are immaterial to our expected future annual results of operations, liquidity and financial position. These calculations have been made without consideration of any potential recovery from third parties. ~~We have disclosed all significant matters for which we are unable to reasonably estimate a range of possible loss.~~

Note 4 – Debt and Financing Arrangements

Credit Facility

We, along with Williams and Northwest Pipeline LLC (Northwest), are party to a credit agreement with aggregate commitments available of $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. We and Northwest are each able to borrow up to $500 million under the credit facility to the extent not otherwise utilized by the other co-borrowers. At June 30, 2022, 0 letters of credit have been issued and 0 loans were outstanding under the credit facility.

Commercial Paper

Williams participates in a $3.5 billion commercial paper program, and Williams’ management considers amounts outstanding under this program to be a reduction of available capacity under the credit facility. ~~The program allows a maximum~~At June 30, 2022, $1.040 billion was outstanding ~~amount at any time of $4.0 billion of unsecured~~under Williams’ commercial paper notes. At September 30, 2021, Williams had 0 outstanding commercial paper. In connection with the amended and restated credit agreement described below, Williams reduced the size of its commercial paper program to $3.5 billion.program.


Notes (Continued)			Table of Contents

~~Credit Facility~~

In October 2021, we, along with Williams and Northwest Pipeline LLC (Northwest), the lenders named therein, and an administrative agent entered into an amended and restated credit agreement (Credit Agreement) that reduced aggregate commitments available from $4.5 billion to $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The Credit Agreement was effective on October 8, 2021. The maturity date of the credit facility is October 8, 2026. However, the co-borrowers may request up to two extensions of the maturity date each for an additional one-year period to allow a maturity date as late as October 8, 2028, under certain circumstances. The Credit Agreement allows for swing line loans up to an aggregate of $200 million, subject to available capacity under the credit facility, and letters of credit commitments of $500 million. We and Northwest are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers. At September 30, 2021, and as of October 8, 2021, the effective date of the amended and restated Credit Agreement, 0 letters of credit have been issued and 0 loans were outstanding under the credit facility.

~~The Credit Agreement contains the following terms and conditions:~~

•Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and each borrower and each borrower’s respective material subsidiaries’ ability to enter into certain restrictive agreements.

•If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of the loans of the defaulting borrower under the credit facility and exercise other rights and remedies.

•Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternative base rate as defined in the Credit Agreement plus an applicable margin or a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus an applicable margin. Williams is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin is determined by reference to a pricing schedule based on the applicable borrower’s senior unsecured long-term debt ratings and the commitment fee is determined by reference to a pricing schedule based on Williams’ senior unsecured long-term debt ratings. The Credit Agreement also includes customary provisions to provide for replacement of LIBOR with an alternative benchmark rate when LIBOR ceases to be available.

~~The ratio of debt to capitalization (defined as net worth plus debt), each as defined in the Credit Agreement, must be no greater than 65 percent for each of Transco and Northwest Pipeline.~~

~~At September 30, 2021, we are in compliance with this covenant.~~

Other Financing Obligations

Dalton Expansion Project

At ~~September~~June 30, 2022 and December 31, 2021, the amount included in Long-Term Debt on ~~our Condensed~~the Balance Sheet for this financing obligation ~~is $252.5~~was $250.6 million and $251.9 million, respectively, and the amount included in Long-term debt due within one year on ~~our Condensed~~the Balance Sheet for this financing obligation is $2.6 million and $2.5 ~~million.~~million, respectively.


~~Notes (Continued)~~			~~Table of Contents~~

Atlantic Sunrise Project

During the first ~~nine~~six months of 2022 and 2021, we received an additional $1.3 million and $1.8 million, respectively, of funding from a co-owner for its proportionate share of construction costs related to its undivided ownership interest in certain parts of the project. This additional funding is reflected in Long-Term Debt on ~~our Condensed~~the Balance Sheet. At ~~September~~June 30, 2022 and December 31, 2021, the amount included in Long-Term Debt on ~~our Condensed~~the Balance Sheet for this financing obligation ~~is $812.4~~was $796.4 million and $807.1 million, respectively, and the amount included in Long-term debt due within one year on ~~our Condensed~~the Balance Sheet for this financing obligation ~~is $21.7 million.~~was $23.4 million and $22.4 million, respectively.

Leidy South Project

During the ~~construction~~first six months of ~~our Leidy South project,~~2022, we received an additional $3.9 million of funding from a co-owner for its proportionate share of construction costs related to anits undivided joint ownership interest in certain parts of the project. ~~Amounts received were recorded~~This additional funding is reflected in ~~Other~~ Long-Term ~~Liabilities: Other~~Debt ~~and 100 percent of~~on the ~~costs associated with construction were capitalized on our Condensed~~ Balance Sheet. ~~Upon placing~~At June 30, 2022 and December 31, 2021, the ~~applicable portion of~~amount included in Long-Term Debt on the ~~project in service during October 2021, we began leasing~~Balance Sheet for this ~~co-owner’s undivided interest in the facilities, including the associated pipeline capacity, and reclassified approximately $69.0 million of funding previously received from our co-owner from~~ ~~Other Long-Term Liabilities: Other~~ ~~to debt to reflect the~~ financing obligation ~~payable to our co-owner over an expected term of 20 years.~~was $75.0 million and $71.5 million, respectively, and the amount included in Long-term debt due within one year on the Balance Sheet for this financing obligation was $0.7 million and $0.7 million, respectively.

Note 5 – ARO Trust

We are entitled to collect in rates the amounts necessary to fund our asset retirement obligations (ARO). We deposit monthly, into an external trust account (ARO Trust), the revenues specifically designated for ARO. The ARO Trust carries a moderate risk portfolio. The Money Market Funds held in our ARO Trust are considered investments. ~~We measure the~~The financial instruments held in our ARO Trust are measured at fair ~~value.~~value and reported in Other Assets - Other on the Balance Sheet. However, in accordance with ~~the~~ ASC Topic 980, Regulated Operations, both realized and unrealized gains and losses of the ARO Trust are ultimately recorded as regulatory assets or liabilities.

Pursuant to the approved stipulation and agreement in Docket No. RP18-1126 the annual funding obligation effective March 1,31, 2020 is approximately $16.0 million, with deposits made monthly.

Investments within the ARO Trust ~~at fair value~~ were as follows (in millions):


		September 30, 2021				December 31, 2020					June 30, 2022				December 31, 2021
		Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value			Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Money Market Funds	Money Market Funds	$	3.4	$	3.4	$	5.8	$	5.8	Money Market Funds	$	13.9	$	13.9	$	5.9	$	5.9
U.S. Equity Funds	U.S. Equity Funds	52.6		111.6		59.9		108.0		U.S. Equity Funds	52.6		94.7		52.7		121.4
International Equity Funds	International Equity Funds	31.7		42.9		34.2		43.7		International Equity Funds	31.7		34.9		31.7		43.2
Municipal Bond Funds	Municipal Bond Funds	87.5		89.9		74.9		78.0		Municipal Bond Funds	87.7		82.5		87.7		90.0
Total	Total	$	175.2	$	247.8	$	174.8	$	235.5	Total	$	185.9	$	226.0	$	178.0	$	260.5


Notes (Continued)			Table of Contents

Note 6 – Fair Value Measurements

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


~~Notes (Continued)~~			~~Table of Contents~~


						Fair Value Measurements Using											Fair Value Measurements Using
		Carrying Amount		Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Amount		Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(Millions)											(Millions)
Assets (liabilities) at September 30, 2021:
Assets (liabilities) at June 30, 2022:												Assets (liabilities) at June 30, 2022:
Measured on a recurring basis:	Measured on a recurring basis:											Measured on a recurring basis:
ARO Trust investments	ARO Trust investments	$	247.8	$	247.8	$	247.8	$	—	$	—	ARO Trust investments	$	226.0	$	226.0	$	226.0	$	—	$	—
Additional disclosures:	Additional disclosures:											Additional disclosures:
Long-term debt, including current portion	Long-term debt, including current portion	(5,226.9)		(6,700.8)		—		(6,700.8)		—		Long-term debt, including current portion	(5,288.8)		(5,544.4)		—		(5,544.4)		—

Assets (liabilities) at December 31, 2020:
Assets (liabilities) at December 31, 2021:												Assets (liabilities) at December 31, 2021:
Measured on a recurring basis:	Measured on a recurring basis:											Measured on a recurring basis:
ARO Trust investments	ARO Trust investments	$	235.5	$	235.5	$	235.5	$	—	$	—	ARO Trust investments	$	260.5	$	260.5	$	260.5	$	—	$	—
Additional disclosures:	Additional disclosures:											Additional disclosures:
Long-term debt, including current portion	Long-term debt, including current portion	(5,239.8)		(6,949.0)		—		(6,949.0)		—		Long-term debt, including current portion	(5,294.6)		(6,849.8)		—		(6,849.8)		—

Fair Value Methods

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

ARO Trust investments —: We deposit a portion of our collected rates, pursuant to the terms of the Docket No. RP18-1126 rate case settlement, into the ARO Trust, which is specifically designated to fund future ~~asset retirement obligations.~~AROs. The ARO Trust invests in a portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and are reported in Other ~~Assets-Other~~Assets - Other inon the ~~Condensed~~ Balance Sheet. However, both realized and unrealized gains and losses are ultimately recorded as regulatory assets or liabilities. ~~(See~~See Note 5 – ARO Trust for more ~~information regarding the ARO Trust.)~~information.

Long-term debt, including current portion — : The disclosed fair value of our long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for our debt or similar instruments. The fair value of the financing obligations associated with our Dalton, ~~and~~ Atlantic Sunrise ~~expansions,~~and Leidy South projects, which are included within long-term debt, were determined using an income approach ~~(See~~(see Note 4 –Debt and Financing ~~Arrangements)~~Arrangements).

Note 7 – Transactions with Affiliates

We are a participant in Williams’ cash management program, and we make advances to and receive advances from ~~and make advances to~~ Williams. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our advances to Williams totaled approximately ~~$1,448.3 million~~$2.0 billion and ~~$642.7 million,~~$1.7 billion, respectively. These advances are represented by demand notes and are classified as Receivables - Advances to affiliate inon the ~~accompanying Condensed~~ Balance Sheet. Advances are stated at the historical carrying amounts. The interest rate on these intercompany demand notes is based upon the daily overnight investment rate paid on Williams’ excess cash at the end of each month. At September 30, 2021, the interest rate was 0.01 percent.

1413


Notes (Continued)			Table of Contents

Interest expense and income are recognized when earned and the collectability is reasonably assured. The interest rate on these intercompany demand notes is based upon the daily overnight investment rate paid on Williams’ excess cash at the end of each month, which was 1.21 percent at June 30, 2022. The interest income from these advances was $3.3 million and $3.5 million for the three and six months ended June 30, 2022, respectively, and minimal for the three and six months ended June 30, 2021. Such interest income is included in Other (Income) and Other Expenses - Interest income on the Statement of Net Income.

Included in Operating Revenues inon the ~~accompanying Condensed~~ Statement of Net Income are revenues received from affiliates of ~~$15.4~~$22.6 million and ~~$20.1~~$43.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$2.8~~$2.1 million and ~~$8.0~~$4.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. The rates charged to provide sales and services to affiliates are the same as those that are charged to similarly-situated nonaffiliated customers.

Included in Cost of natural gas sales inon the ~~accompanying Condensed~~ Statement of Net Income are costs of gas purchased from affiliates of ~~$1.4~~$1.8 million and ~~$5.5~~$7.2 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$0.8~~$0.7 million and ~~$3.8~~$4.1 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. All gas purchases are made at market or contract prices.

We have no employees. Services necessary to operate our business are provided to us by Williams and certain affiliates of Williams. We reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation and benefits) in connection with these services. Employees of Williams also provide general, administrative and management services to us, and we are charged for certain administrative expenses incurred by Williams. These charges are either directly identifiable or allocated to our assets. Direct charges are for goods and services provided by Williams at our request. Allocated charges are based on a three-factor formula, which considers revenues; property, plant and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and result in a reasonable allocation to us of our costs of doing business incurred by Williams. ~~In the accompanying Condensed Statement of Net Income, we~~We have recorded approximately ~~$82.1~~$87.4 million and ~~$237.8~~$167.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$68.7~~$75.7 million and ~~$214.5~~$154.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, for these service expenses, which are primarily included in Operation and maintenance and Administrative and general ~~expenses.~~expenses on the Statement of Net Income.

We provide services to certain of our affiliates. We recorded reductions in operating expenses for services provided to and reimbursed by our affiliates of ~~$1.9~~$2.1 million and ~~$5.4~~$3.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~$1.6~~$1.8 million and ~~$3.8~~$3.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively.

~~We made~~During July 2022, we declared and paid a cash ~~distributions totaling $287.9 million and $785.0 million during the nine months ended September 30, 2021 and 2020, respectively. During October 2021, we made a~~ distribution of ~~$55.8 million. Our parent made contributions~~$280.0 million to ~~us totaling $272.0 million and $65.0 million during the nine months ended September 30, 2021 and 2020, respectively, to fund a portion of~~ our ~~expenditures for additions to property, plant, and equipment. During October 2021, our parent made an additional $145.0 million contribution to us.~~parent.

1514


			Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion should be read in conjunction with the Financial Statements, Notes and Management’s Discussion and Analysis contained in Items 7 and 8 of our ~~2020~~2021 Annual Report on Form 10-K and with the ~~Condensed~~ Financial Statements and Notes contained in this Form 10-Q.

Results of Operations

~~Operating Income~~This analysis discusses financial results of our operations for the six-month periods ended June 30, 2022 and ~~Net Income~~2021. Variances due to the changes in natural gas prices and transportation volumes have little impact on revenues, because under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in our transportation rates.

We have cash out sales, which settle gas imbalances with shippers. In the course of providing transportation services to customers, we may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. Additionally, we transport gas on various pipeline systems, which may deliver different quantities of gas on our behalf than the quantities of gas received from us. These transactions result in gas transportation and exchange imbalance receivables and payables. Our tariff includes a method whereby the majority of transportation imbalances are settled on a monthly basis through cash out sales or purchases. The cash out sales have no impact on our operating income.

~~Operating~~During the first six months of 2022, we recognized Net Incomeof ~~for the nine months ended September 30, 2021 was $1,015.4~~$554.0 million compared to ~~$995.3~~$531.2 million ~~for the same period in 2020. The increase in~~ ~~Operating Income~~ ~~of $20.1 million (2.0 percent) was primarily due to higher~~ ~~Natural gas transportation~~ ~~revenues in~~recognized during the first ~~nine~~six months of ~~2021 compared to the same period in 2020, partially offset by an unfavorable change in~~ ~~Operating Costs and Expenses, as~~2021. The significant components of this year-over-year increase of $22.8 million (4.3 percent) are discussed further below.

~~Net Income~~ ~~for the nine months ended September 30, 2021 was $791.2 million compared to $779.7 million for the same period in 2020. In addition to the impacts to~~ ~~Operating Income~~ ~~mentioned above, the increase in~~ ~~Net Income~~ ~~of $11.6 million (1.5 percent) was further unfavorably impacted by~~ ~~Other (Income) and Other Expenses, as discussed below~~.

~~Operating Revenues~~

Natural gas sales~~decreased $11.6~~ revenues increased $28.8 million ~~(19.0 percent) for the nine months ended September 30, 2021 compared to the same period in 2020. The decrease was primarily~~ due to ~~lower cash out sales, partially offset by~~ higher ~~prices. Cash out sales are offset in operating costs~~cash-out volumes and ~~expenses and therefore have no impact on our operating income~~ ~~or results of operations.~~pricing.

Natural gas transportation ~~for the nine months ended September 30, 2021~~revenues increased ~~$78.2~~$81.8 million ~~(4.7~~(7.1 percent) ~~over the same period in 2020. The increase~~, which was primarily attributable to:

•$~~51.8 million from our Southeastern Trail project placed in service in November 2020;~~

•~~$16.5~~51.4 million from our Leidy South project ~~partially~~from additional capacity placed ininto service ~~in November 2020;~~during the second half of 2021;

•$~~13.1~~13.5 million higher electric power ~~costs. Electric power~~ costs, which are recovered from our customers through transportation rates and are offset in ~~operating costs~~Operating Costs and ~~expenses~~Expenses resulting in no net impact on our ~~operating income or~~ results of operations;

•$~~9.7~~9.2 million from a combination of higher short-term firm transportation and overall demand;

•$4.1 million higher commodity revenues; and

•$3.6 million higher revenues related to a cash out surcharge (offset in ~~operating costs~~Operating Costs and ~~expenses~~Expenses resulting in no net impact on our ~~operating income or~~ results of operations)~~; and~~

•~~$7.9 million from our Hillabee 2 project placed in service in May 2020.~~

•~~Partially offset by a decrease of $13.8 million primarily resulting from the implementation of lower rates for certain services coincident with the effective date of our last rate case settlement; and~~

•~~$6.0 million lower revenue due to one less billable day.~~

Natural gas storage revenuesincreased ~~$6.2~~$9.5 million ~~(5.2~~(11.3 percent) ~~for the nine months ended September 30, 2021 compared to the same period in 2020. The increase was~~ primarily due to an increase in rates that became effective induring the second quarter of ~~2020.~~2022.

Operating Costs and Expenses,excluding the Cost of natural gas sales, which directly offsets Natural gas sales in Operating Revenues, increased $68.5 million (12.2 percent). This increase was primarily attributable to:

•$48.4 million increase in Operation and maintenance costs primarily resulting from (i) increased transportation costs of $20.0 million associated with Leidy South, (ii) higher electric power costs of $13.5 million (electric power costs are recovered from customers through transportation rates and are offset in Operating Revenues resulting in no net impact on our results of operations), (iii) higher storage costs of $8.4 million (offset in Operating Revenues resulting in no net impact on our results of operations) and (iv) higher employee-related labor and benefit costs of $5.9 million;


Management’s Discussion and Analysis (Continued)			Table of Contents

~~Operating Costs~~•$11.5 million increase in Administrative and ~~Expenses~~

~~Excluding the~~ ~~Cost of natural gas sales,~~general ~~which is directly offset~~expenses resulting mostly from an unfavorable change in ~~operating revenues, our operating costs~~allocated corporate expenses and ~~expenses increased $63.4 million (7.8 percent) for the nine months ended September 30, 2021 compared to the same period in 2020. This increase was primarily attributable to:~~

employee-related labor and benefit costs;

•$~~23.7~~27.7 million ~~(8.5 percent) unfavorable change in~~ ~~Operation and maintenance~~ costs primarily resulting from (i) higher electric power costs of $13.1 million (electric power costs are recovered from customers through transportation rates and are offset in operating revenues resulting in no net impact on our operating income or results of operations), (ii) employee labor and related benefit costs of $5.5 million, including charges associated with higher expected performance under the Williams incentive compensation plan and (iii) a $5.1 million increase in corporate allocations;

•~~$14.4 million (4.2 percent)~~ increase in Depreciation and amortization primarily as a result of ~~additional assets placed into service~~an increase in ARO-related depreciation, and to a lesser extent, ~~an increase in ARO asset depreciation due to revisions in expected timing of abandonment and expected future costs;~~

•~~$12.5 million (9.0 percent) unfavorable change in~~ ~~Administrative and general~~ ~~costs primarily due to an increase in employee labor and related benefit costs;~~

•~~$5.4 million unfavorable change in~~ ~~Other expense, net~~ driven by $9.7 million associated with a cash out surcharge, partially offset by lower deferred other postretirement benefits costs of $3.4 million. Such amounts are offset in operating revenues resulting in no net impact on our operating income or results of operations;additional assets placed into service; and

•$~~7.3~~3.9 million ~~(11.3 percent)~~ increase in Taxes — other than income taxes primarily due to an increase in estimated property ~~taxes.~~taxes as a result of valuation increases;

•

Partially offset by a $22.9 million favorable change in Other ~~(Income)~~(income) expense, net driven by the deferral of $21.5 million of ARO-related depreciation (offset in Depreciation and ~~Other Expenses~~

amortization
resulting in no net impact on our results of operations), partially offset by the unfavorable change of $3.6 million related to a cash out surcharge (offset in Operating Revenues resulting in no net impact on our results of operations).

Other (income) and other expenses ~~for the nine months ended September 30, 2021~~ had an unfavorable change of ~~$8.6~~$1.1 million ~~(4.0 percent) compared to the same period in 2020~~ driven by an increase of ~~$8.4~~$4.2 million in interest expense primarily due to interest incurred on ~~new debt issued May 2020, which was~~our financing obligation associated with the Leidy South project, partially offset by ~~the absence~~an increase of $3.5 million in affiliated interest ~~expense associated with~~income on our ~~rate reserve liability for Docket No. RP18-1126.~~advances to Williams due to rising interest rates.

~~Recent Developments~~

~~COVID-19~~

The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. We continue to monitor the COVID-19 pandemic and have taken steps intended to protect the safety of our customers, employees and communities, and to support the continued delivery of safe and reliable service to our customers and the communities we serve. Our financial condition, results of operations, and liquidity have not been materially impacted by direct effects of COVID-19.


~~Management’s Discussion and Analysis (Continued)~~			~~Table of Contents~~

Pipeline Expansion Projects

~~Leidy South~~

The Leidy South Project involves an expansion of our existing natural gas transmission system and an extension of our system through a capacity lease with National Fuel Gas Supply Corporation that will enable us to provide incremental firm transportation from Clermont, Pennsylvania and from the Zick interconnection on Transco’s Leidy Line to the River Road regulating station in Lancaster County, Pennsylvania. In July 2020, we received approval from the FERC for the project. We placed 125 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and in September and October of 2021, we placed approximately 382 Mdth/d of additional capacity into service. We plan to place the remainder of Transco’s facilities under the project into service by year-end 2021. The project is expected to increase capacity by 582 Mdth/d.

Regional Energy Access

The Regional Energy Access Expansion involves an expansion of our existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland. We filed our certificate application for the project with the FERC on March 26, 2021. We plan to place the project into service as early as the fourth quarter of ~~2023,~~2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

Southside Reliability Enhancement

The Southside Reliability Enhancement Project is an incremental expansion of our existing natural gas transmission system to provide firm transportation capacity from receipt points in Virginia and North Carolina to delivery points in North Carolina. The expansion project will add a total of approximately 423 Mdth/d of capacity. We plan to place the project into service as early as the 2024/2025 winter heating season assuming timely receipt of all necessary regulatory approvals. We filed our certificate application for the project with the FERC on May 23, 2022.


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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our Senior Vice President and our Vice President and Chief Accounting Officer, does not expect that our disclosure controls and procedures (as defined in Rules ~~13a-15(e)~~13a - 15(e) and ~~15d-15(e)~~15d - 15(e) of the Securities Exchange Act, ~~of 1934,~~ as amended) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Senior Vice President and our Vice President and Chief Accounting Officer. Based upon that evaluation, our Senior Vice President and our Vice President and Chief Accounting Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control ~~Over~~over Financial Reporting

On July 1, 2021, our parent implemented a new enterprise resource planning (ERP) system on a company-wide basis. We will continue to evaluate and test control changes in order to provide certification on the effectiveness, in all material respects, of our internal controls over financial reporting for the year ending December 31, 2021.

~~Other than as set forth above, there~~There have been no changes during the ~~third~~second quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II — OTHER INFORMATION.

Item 1. Legal Proceedings

Environmental

While it is not possible for us to predict the final outcome of any pending legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment, we do not anticipate a material effect on our financial position if we were to receive an unfavorable outcome in any one or more of such proceedings. Our threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

Other

The additional information called for by this item is provided in Note 3 – Contingent Liabilities and Commitments, included in the Notes to Financial Statements included under Part I, Item 1. Financial Statements of this Form 10-Q, which information is incorporated by reference into this item.


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~~Other~~

~~The additional information called for by this item is provided in Note 3.~~ ~~Contingent Liabilities and Commitments, included in the Notes to Financial Statements included under Part 1, Item 1. Financial Statements of this Form 10-Q, which information is incorporated by reference into this item.~~

Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, as filed with the SEC on February 28, 2022, as supplemented by disclosures in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q, as filed with the SEC on May 2, 2022, includes certain risk factors that could materially affect our business, financial condition, or future results. Those Risk Factors have not materially changed.

2018


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Item 6. Exhibits

The following instruments are included as exhibits to this report.


Exhibit Number						Description

2						Certificate of Conversion dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to our annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference).

3.1						Certificate of Formation dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to our annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference).

3.2						Amended and Restated Operating Agreement of Transcontinental Gas Pipe Line Company, LLC dated February 17, 2010 (filed on October 28, 2010 as Exhibit 3.2 to our quarterly report on Form 10-Q (File No. 001-07584) ~~and incorporated herein by reference).~~

~~10.1~~						Credit Agreement dated as of October 8, 2021, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (filed on October 8, 2021 as Exhibit 10.1 to The Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).

31.1*						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**						Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH*						XBRL Taxonomy Extension Schema.

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*						XBRL Taxonomy Extension Definition Linkbase.

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104*						Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).


*			Filed herewith.
**			Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
(Registrant)

Dated:

~~November~~August 1, ~~2021~~2022

By:

/s/ Billeigh W. Mark

Billeigh W. Mark

Controller

(Principal Accounting Officer)