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 30, 2019

or

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

For the transition period from _____________ to _____________

Commission File Number: 1-7414

NORTHWEST PIPELINE LLC

(Exact name of registrant as specified in its charter)

DE		26-1157701
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
295 Chipeta Way
Salt Lake City	UT	84108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801)  583-8800

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 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 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 þ 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 INSTRUCTION (H)(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

NORTHWEST PIPELINE LLC

FORM 10-Q

INDEX

	Page
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements -
Statement of Net Income — Three and Nine Months Ended September 30, 2019 and 2018	1
Balance Sheet — September 30, 2019 and December 31, 2018	2
Statement of Member's Equity — Three and Nine Months Ended September 30, 2019 and 2018	4
Statement of Cash Flows — Nine Months Ended September 30, 2019 and 2018	5
Notes to Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4. Controls and Procedures	13
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings	13
Item 1A.Risk Factors	13
Item 6. Exhibits	14

FORWARD-LOOKING STATEMENTS

The reports, filings, and other public announcements of Northwest Pipeline 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 or phrases such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “assumes,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These 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;

• Financial condition and liquidity;

• Business strategy;

• Cash flow from operations or results of operations;

• Rate case filings;

i

• Natural gas prices, supply, and demand; and

• Demand for our services.

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

• 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;

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

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

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

• Our ability to successfully expand our facilities and operations;

• Development and rate of adoption of alternative energy sources;

• Availability of adequate insurance coverage and the impact of operational and development hazards and unforeseen interruptions;

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

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

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

• Changes in the current geopolitical situation;

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

• Risks related to financing, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of capital;

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

• Acts of terrorism, including cybersecurity threats, and related disruptions; and

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

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

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to

ii

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 filed with the SEC on February 21, 2019.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NORTHWEST PIPELINE LLC

STATEMENT OF NET INCOME

(Thousands of Dollars)

(Unaudited)

	Three months ended   September 30,						Nine months ended   September 30,
	2019			2018			2019			2018
OPERATING REVENUES:
Natural gas transportation	$	107,122		$	106,425		$	322,470		$	320,499
Natural gas storage	3,271			3,239			12,396			9,369
Other	19			15			(27		)	16
Total operating revenues	110,412			109,679			334,839			329,884
OPERATING EXPENSES:
General and administrative	11,877			11,355			38,653			35,892
Operation and maintenance	24,596			19,638			61,509			53,557
Depreciation and amortization	26,922			26,657			80,529			79,466
Regulatory debits	180			372			538			2,219
Taxes, other than income taxes	3,347			3,786			11,195			12,893
Regulatory charges resulting from tax rate changes	5,944			17,585			17,637			29,737
Other (income) expenses, net	45			40			56			399
Total operating expenses	72,911			79,433			210,117			214,163
OPERATING INCOME	37,501			30,246			124,722			115,721
OTHER (INCOME) AND OTHER EXPENSES:
Interest expense	7,348			5,417			21,822			20,923
Allowance for equity and borrowed funds used during construction (AFUDC)	(1,310		)	(632		)	(2,566		)	(1,619		)
Miscellaneous other (income) expenses, net	(1,043		)	7			(3,117		)	(654		)
Total other (income) and other expenses	4,995			4,792			16,139			18,650
NET INCOME	$	32,506		$	25,454		$	108,583		$	97,071

See accompanying notes.

1

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)

	September 30, 2019		December 31, 2018
ASSETS
CURRENT ASSETS:
Cash	$	—	$	—
Receivables:
Trade	36,116		42,143
Affiliated companies	22		18
Advances to affiliate	225,128		180,400
Other	487		970
Materials and supplies	9,972		10,046
Exchange gas due from others	2,563		4,581
Prepayments and other	3,440		8,591
Total current assets	277,728		246,749
PROPERTY, PLANT AND EQUIPMENT, at cost	3,573,003		3,457,982
Less-Accumulated depreciation and amortization	1,661,067		1,596,369
Total property, plant and equipment, net	1,911,936		1,861,613
OTHER ASSETS:
Deferred charges	853		1,277
Right-of-use assets	17,491		—
Regulatory assets	22,683		23,992
Total other assets	41,027		25,269
Total assets	$	2,230,691	$	2,133,631

See accompanying notes.

2

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)

	September 30, 2019		December 31, 2018
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
Payables:
Trade	$	34,897	$	12,839
Affiliated companies	9,141		26,532
Accrued liabilities:
Taxes, other than income taxes	16,251		11,496
Interest	12,019		5,505
Exchange gas due to others	1,232		11,660
Customer advances	1,018		788
Other	6,195		7,386
Total current liabilities	80,753		76,206
LONG-TERM DEBT	576,807		576,168
OTHER NONCURRENT LIABILITIES:
Asset retirement obligations	89,944		69,350
Regulatory liabilities	314,891		290,430
Lease liability	16,187		—
Other	884		835
Total other noncurrent liabilities	421,906		360,615
CONTINGENT LIABILITIES AND COMMITMENTS (Note 5)
MEMBER’S EQUITY:
Member’s capital	1,073,892		1,073,892
Retained earnings	77,333		46,750
Total member’s equity	1,151,225		1,120,642
Total liabilities and member’s equity	$	2,230,691	$	2,133,631

See accompanying notes.

3

NORTHWEST PIPELINE LLC

STATEMENT OF MEMBER’S EQUITY

(Thousands of Dollars)

(Unaudited)

	Three months ended September 30,
	2019			2018
MEMBER'S CAPITAL:
Balance at beginning and end of period	$	1,073,892		$	1,073,892
RETAINED EARNINGS:
Balance at beginning of period	76,827			73,906
Net income	32,506			25,454
Cash distributions to parent	(32,000		)	—
Balance at end of period	77,333			99,360
Total Member's Equity	$	1,151,225		$	1,173,252

	Nine months ended September 30,
	2019			2018
MEMBER'S CAPITAL:
Balance at beginning and end of period	$	1,073,892		$	1,073,892
RETAINED EARNINGS:
Balance at beginning of period	46,750			89,289
Net income	108,583			97,071
Cash distributions to parent	(78,000		)	(87,000		)
Balance at end of period	77,333			99,360
Total Member's Equity	$	1,151,225		$	1,173,252

See accompanying notes.

4

NORTHWEST PIPELINE LLC

STATEMENT OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Nine months ended September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	108,583		$	97,071
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	80,529			79,466
Regulatory debits	538			2,219
Regulatory charges resulting from tax rate changes	17,637			29,737
Amortization of deferred charges and credits	(1,833		)	658
Allowance for equity funds used during construction (equity AFUDC)	(2,058		)	(1,262		)
Changes in current assets and liabilities:
Trade and other accounts receivable	5,895			3,429
Affiliated receivables	(4		)	1,890
Materials and supplies	74			(33		)
Other current assets	7,169			4,313
Trade accounts payable	(2,669		)	(449		)
Affiliated payables	(17,391		)	290
Other accrued liabilities	139			7,615
Changes in noncurrent assets and liabilities:
Regulatory liabilities	2,485			1,816
Other, net	2,623			(3,395		)
Net cash provided by operating activities	201,717			223,365
Cash flows from financing activities:
Proceeds from long-term debt	—			246,395
Retirement of long-term debt	—			(250,000		)
Payments for debt issuance costs	(59		)	(1,938		)
Cash distributions to parent	(78,000		)	(87,000		)
Net cash used in financing activities	(78,059		)	(92,543		)
Cash flows from investing activities:
Property, plant and equipment:
Capital expenditures*	(78,739		)	(50,100		)
Contributions and advances for construction costs	2,558			1,535
Disposal of property, plant and equipment, net	(2,749		)	(657		)
Advances to affiliates, net	(44,728		)	(81,600		)
Net cash used in investing activities	(123,658		)	(130,822		)
NET INCREASE (DECREASE) IN CASH	—			—
CASH AT BEGINNING OF PERIOD	—			—
CASH AT END OF PERIOD	$	—		$	—
____________________________________
* Increases to property, plant and equipment, exclusive of equity AFUDC	$	(102,467	)	$	(55,105	)
Changes in related accounts payable and accrued liabilities	23,728			5,005
Capital expenditures	$	(78,739	)	$	(50,100	)

See accompanying notes.

5

NORTHWEST PIPELINE LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

In this report, Northwest Pipeline LLC (Northwest) is at times referred to in the first person as “we,” “us,” or “our.”

Northwest is indirectly owned by The Williams Companies, Inc. (Williams).

General

The accompanying unaudited financial statements have been prepared from our books and records. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. The unaudited financial statements include all normal recurring adjustments and others which, in the opinion of our management, are necessary to present fairly our interim financial statements. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto in our 2018 Annual Report on Form 10‑K.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the interim financial statements and accompanying notes. Actual results could differ from those estimates.

Income Taxes

We generally are not a taxable entity for federal or state and local income tax purposes. The tax on net income is generally borne by our parent, Williams. Net income for financial statement purposes may differ significantly from taxable income of Williams as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

Accounting Standards Issued and Adopted

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 “Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 establishes a comprehensive new lease accounting model. ASU 2016-02 modifies the definition of a lease, requires a dual approach to lease classification similar to prior lease accounting, and causes lessees to recognize operating leases on the balance sheet as a lease liability measured as the present value of the future lease payments with a corresponding right-of-use asset, with an exception for leases with a term of one year or less. Additional disclosures are required regarding the amount, timing, and uncertainty of cash flows arising from leases. In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” (ASU 2018-01). Per ASU 2018-01, land easements and rights-of-way are required to be assessed under ASU 2016-02 to determine whether the arrangements are or contain a lease. ASU 2018-01 permits an entity to elect a transition practical expedient to not apply ASU 2016-02 to land easements that exist or expired before the effective date of ASU 2016-02 and that were not previously assessed under the previous lease guidance in Accounting Standards Codification (ASC) Topic 840 “Leases.”

In July 2018, the FASB issued ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate nonlease components from the associated lease component if certain conditions are present. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018. We prospectively adopted ASU 2016-02 effective January 1, 2019, and did not adjust prior periods as permitted by ASU 2018-11 (See Note 3).

We completed our review of contracts to identify leases based on the modified definition of a lease and implemented changes to our internal controls to support management in the accounting for and disclosure of leasing activities upon adoption of ASU 2016-02. We implemented a financial lease accounting system to assist management in the accounting for leases upon adoption. The most significant changes to our financial statements as a result of adopting ASU 2016-02 relate to the recognition of a $17.8

6

million lease liability and offsetting right-of-use asset in our Balance Sheet for operating leases. We also evaluated ASU 2016-02’s available practical expedients on adoption and have generally elected to adopt the practical expedients, which includes the practical expedient to not separate lease and nonlease components by both lessees and lessors by class of underlying assets and the land easements practical expedient.

Accounting Standards Issued But Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. ASU 2016-13 is effective for us for interim and annual periods beginning after December 15, 2019. We plan to adopt as of January 1, 2020. We anticipate that ASU 2016-13 will primarily apply to our trade receivables. While we do not expect a significant financial impact, we have analyzed our historical credit loss experience and continue to develop and implement processes, procedures and internal controls in order to make the necessary credit loss assessments and required disclosures upon adoption.

2. REVENUE RECOGNITION

Revenue by Category

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

We do not have any material contract assets or material contract liabilities.

Remaining Performance Obligations

The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of September 30, 2019. These 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 the periodic review and approval by the FERC, reflect the rates for such services in our current FERC tariffs for the life of the related contracts; however, these rates may change based on future rate cases or settlements approved by the FERC and the amount and timing of these changes is not currently known. This table excludes the variable consideration component for commodity charges that will be recognized in future periods. Certain of our contracts contain evergreen provisions for periods beyond the initial term of the contract. The remaining performance obligations as of September 30, 2019, do not consider potential future performance obligations for which the renewal has not been exercised. The table below also does not include contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.

	(Thousands)
2019 (remainder)	$	110,768
2020	430,425
2021	404,452
2022	393,618
2023	362,300
Thereafter	3,164,230
Total	$	4,865,793

Accounts Receivable

Receivables from contracts with customers are included within Receivables - Trade and Receivables - Affiliated companies and receivables that are not related to contracts with customers are included within the balance of Receivables - Advances to affiliate and Receivables - Other in our Balance Sheet.

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3. LEASES

We are a lessee through noncancellable lease agreements for property and equipment consisting primarily of buildings, land, vehicles, and equipment used in both our operations and administrative functions. We recognize a lease liability with an offsetting right-of-use asset in our Balance Sheet for operating leases based on the present value of the future lease payments. As an accounting policy, we have elected to combine lease and nonlease components for all classes of leased assets in our calculation of the lease liability and the offsetting right-of-use asset.

Our lease agreements require both fixed and variable periodic payments, with initial terms typically ranging from one year to 15 years, with some having a term of up to 38 years. Payment provisions in certain of our lease agreements contain escalation factors which may be based on stated rates or a change in a published index at a future time. The amount by which a lease escalates based on the change in a published index, which is not known at lease commencement, is considered a variable payment and is not included in the present value of the future lease payments, which only includes those that are stated or can be calculated based on the lease agreement at lease commencement. In addition to the noncancellable periods, many of our lease agreements provide for one or more extensions of the lease agreement for periods ranging from one year in length to an indefinite number of times following the specified contract term. Other lease agreements provide for extension terms that allow us to utilize the identified leased asset for an indefinite period of time so long as the asset continues to be utilized in our operations. In consideration of these renewal features, we assess the term of the lease agreements, which includes using judgment in the determination of which renewal periods and termination provisions, when at our sole election, will be reasonably certain of being exercised. Periods after the initial term or extension terms that allow for either party to the lease to cancel the lease are not considered in the assessment of the lease term. Additionally, we have elected to exclude leases with an original term of one year or less, including renewal periods, from the calculation of the lease liability and the offsetting right-of-use asset.

We used judgment in determining the discount rate upon which the present value of the future lease payments is determined. This rate is based on a collateralized interest rate corresponding to the term of the lease agreement using company, industry, and market information available.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2019
	(Thousands)
Lease Cost:
Operating lease cost	$	556	$	1,633
Variable lease cost	277		815
Total lease cost	$	833	$	2,448
Cash paid for amounts included in the measurement of operating lease liabilities	$	524	$	1,550
			September 30, 2019
			(Thousands)
Other Information:
Right-of-use assets			$	17,491
Operating lease liabilities:
Current (included in Other in our Balance Sheet)			$	1,309
Lease liability			$	16,187
Weighted-average remaining lease term - operating leases (years)			12
Weighted-average discount rate - operating leases			4.73		%

8

As of September 30, 2019, the following table represents our operating lease maturities, including renewal provisions that we have assessed as being reasonably certain of exercise, for each of the years ended December 31:

	(Thousands)
2019 (remainder)	$	484
2020	2,075
2021	2,044
2022	2,039
2023	1,973
Thereafter	14,685
Total future lease payments	23,300
Less amount representing interest	5,804
Total obligations under operating leases	$	17,496

4. RATE AND REGULATORY MATTERS

FERC Developments

On March 21, 2019, the FERC issued a Notice of Inquiry (NOI) in Docket No. PL19-4-000, seeking comments regarding whether and, if so, how FERC should revise its policies for determining the base return on equity (ROE) used in setting rates charged by jurisdictional public utilities. FERC also seeks comment on, among other things, whether FERC should change its ROE policies for interstate natural gas and oil pipelines to align with its policy for electric public utilities. FERC’s action follows a decision from the United States Court of Appeals for the District of Columbia Circuit, which vacated and remanded a series of earlier FERC orders establishing a new base ROE for certain electric transmission owners.  Following that decision, FERC proposed in the remanded proceedings that it rely on four financial models to establish ROEs for the affected utilities rather than rely primarily on its long-used, two-step Discounted Cash Flow model. In the NOI, FERC poses a series of questions and invited comments on this proposed new approach, including whether it should apply the new approach to future proceedings involving interstate natural gas and oil pipeline ROEs. We currently are monitoring this proceeding. Our next general rate case must be filed for new rates to become effective no later than January 1, 2023.

5. CONTINGENT LIABILITIES AND COMMITMENTS

Environmental Matters

We are subject to the National Environmental Policy Act and other federal and state legislation regulating the environmental aspects of our business. Except as discussed below, our management believes that we are in substantial compliance with existing environmental requirements. Environmental expenditures are expensed or capitalized depending on their future economic benefit and potential for rate recovery. We believe that, with respect to any expenditures required to meet applicable standards and regulations, the FERC would grant the requisite rate relief so that substantially all of such expenditures would be permitted to be recovered through rates.

Beginning in the mid-1980s, we evaluated many of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. We identified polychlorinated biphenyl (PCB) contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, we identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the U.S. Environmental Protection Agency (EPA) in the late 1980s, and we conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required us to re-evaluate our previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of September 30, 2019, all of the meter stations have been remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of September 30, 2019, 10 compressor stations have been remediated. At September 30, 2019 we had accrued liabilities totaling approximately $1.9 million, $1.1 million recorded in Accrued liabilities - Other and $0.8 million recorded in Other Noncurrent Liabilities - Other in the accompanying Balance Sheet. At December 31, 2018 we had accrued liabilities totaling approximately $2.0 million, $1.3 million recorded in Accrued liabilities - Other and $0.7 million recorded in Other Noncurrent Liabilities - Other in the accompanying Balance Sheet. We are conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs.

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The EPA and various state regulatory agencies routinely promulgate and propose 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, air quality standards for one-hour nitrogen dioxide emissions, and volatile organic compound and methane new source performance standards impacting design and operation of storage vessels, pressure valves, and compressors. The EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ozone. We are monitoring the rule’s implementation as it will trigger additional federal and state regulatory actions that may impact our operations. Implementation of the regulations is expected to result in impacts to our operations and increase the cost of additions to Property, plant, and equipment - net in the Balance Sheet for both new and existing facilities in affected areas. We are unable to reasonably estimate the cost of additions that may be required to meet the regulations at this time due to uncertainty created by various legal challenges to these regulations and the need for further specific regulatory guidance.

Other Matters

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

Summary

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

6. DEBT AND FINANCING ARRANGEMENT

Credit Facility

We, along with Williams and Transcontinental Gas Pipe Line Company, LLC (Transco) (the “borrowers”), are party to a Credit Agreement with aggregate commitments available of $4.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. We and Transco are each subject to a $500 million borrowing sublimit. Letter of credit commitments of $1.0 billion are, subject to the $500 million borrowing sublimit applicable to us and Transco, available to the borrowers. At September 30, 2019, no letters of credit have been issued and no loans were outstanding under the credit facility.

Williams participates in a 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 outstanding amount at anytime of $4.0 billion of unsecured commercial paper notes. At September 30, 2019, Williams had no outstanding commercial paper.

7. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

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

Cash and advances to affiliate—The carrying amounts approximate fair value because of the short-term nature of these instruments.

Long-term debt—The disclosed fair value of our long-term debt, which we consider as a level 2 measurement, is determined by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for our debt or similar instruments. The carrying amount and estimated fair value of our long-term debt, including current maturities, were $576.8 million and $631.2 million, respectively, at September 30, 2019, and $576.2 million and $577.1 million, respectively, at December 31, 2018.

8. TRANSACTIONS WITH AFFILIATES

We are a participant in Williams’ cash management program, and we make advances to and receive advances from Williams. At September 30, 2019, our advances to Williams totaled approximately $225.1 million and at December 31, 2018, our advances to Williams totaled approximately $180.4 million. These advances are represented by demand notes and are classified as Receivables - Advances to affiliate in the accompanying Balance Sheet. 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 1.92 percent at September 30, 2019. The interest income from these advances was $1.1 million and $3.4 million for the three and nine months ended September 30, 2019, respectively, and $0.2 million and $1.0 million for the three and nine months ended September 30, 2018, respectively. Such interest income is included in Other (Income) and Other Expenses – Miscellaneous other (income) expenses, net on the accompanying Statement of Net Income.

We have no employees. Services necessary to operate our business are provided to us by Williams and certain affiliates of Williams. We reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation, and benefits) in connection with these services. Employees of Williams also provide general administrative and management services to us, and we are charged for certain administrative expenses incurred by Williams. These charges are either directly identifiable or allocated to our assets. Direct charges are for goods and services provided by Williams at our request. Allocated charges are based on a three-factor formula, which considers revenues; property, plant, and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and result in a reasonable allocation to us of our costs of doing business incurred by Williams. We were billed $25.9 million and $74.8 million in the three and nine months ended September 30, 2019, respectively, and $22.5 million and $68.3 million for the three and nine months ended September 30, 2018, respectively, for these services. Such expenses are primarily included in General and administrative and

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Operation and maintenance expenses on the accompanying Statement of Net Income. The amount billed to us for the nine months ended September 30, 2019, includes $5.7 million for estimated severance and related costs driven by a voluntary separation program associated with a review of Williams' enterprise cost structure.

During the nine months ended September 30, 2019 and 2018, we declared and paid cash distributions to our parent of $78.0 million and $87.0 million, respectively. During October 2019, we declared and paid an additional cash distribution of $32.0 million to our parent.

We have entered into various other transactions with certain related parties, the amounts of which were not significant. These transactions and the above-described transactions are made on the basis of commercial relationships and prevailing market prices or general industry practices.

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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 Management’s Discussion and Analysis, Financial Statements, and Notes contained in Items 7 and 8 of our 2018 Annual Report on Form 10-K and with the Financial Statements and Notes contained in this Form 10-Q.

RESULTS OF OPERATIONS

Analysis of Financial Results

This analysis discusses financial results of our operations for the nine-month periods ended September 30, 2019 and 2018. Variances due to 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.

Our operating revenues increased $5.0 million, or 2 percent, in the first nine months of 2019 as compared with the first nine months of 2018 primarily due to higher natural gas storage revenues of $3.0 million ($1.5 million increase in liquefaction, $1.2 million increase in Park and Loan services and $0.4 million increase in interruptible storage services). In addition, natural gas transportation revenues increased $2.0 million resulting from the start of a new redelivery contract and a contract modification. In the periods ended September 30, 2019 and 2018, transportation services accounted for 96 percent and gas storage services accounted for 4 percent of our operating revenues.

Operating expenses decreased $4.0 million, or 2 percent, for the first nine months of 2019 as compared to the same period in 2018. This is mostly due to a $12.1 million regulatory charge related to establishing a regulatory liability associated with a decrease in our estimated state tax rate following the WPZ Merger in September 2018, $1.7 million primarily associated with a property tax adjustment and $1.7 million lower costs related to the expiration of certain levelized incremental evergreen contracts in 2018. These decreases are partially offset by $5.7 million for estimated severance and related costs driven by a voluntary separation program associated with a review of Williams' enterprise cost structure, $1.8 million in higher other costs including lubrication, electricity usage at our LNG facility due to increased operating hours along with higher fleet, contractor services and rental costs, $1.8 million increase in allocations from Williams’ for services provided, $1.1 million in higher depreciation, and $0.8 million lower capitalized labor.

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Item 4. Controls and Procedures

Our management, including our Senior Vice President—West and our Vice President and Chief Accounting Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act 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—West and our Vice President and Chief Accounting Officer. Based upon that evaluation, our Senior Vice President—West and our Vice President and Chief Accounting Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the third quarter of 2019 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

On August 27, 2018, Northwest Pipeline LLC received a Notice of Violation/Cease and Desist Order (NOV) from the Water Quality Control Division of the Colorado Department of Public Health & Environment (the Division) regarding certain alleged violations of the Colorado Water Quality and Control Act and its General Permit under the Colorado Discharge Permit System related to its stormwater management practices at two construction sites. On March 4, 2019, the Division provided Northwest with its initial penalty calculation, proposing a penalty of approximately $81,000 in settlement of all violations alleged in the NOV. Northwest reached a final settlement with the Division and the payment of $81,000 was made to the Division on September 16, 2019.

The additional information called for by this item is provided in Note 5. 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, 2018, includes risk factors that could materially affect our business, financial condition, or future results. Those risk factors have not materially changed.

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Item 6. Exhibits

The following instruments are included as exhibits to this report.

Exhibit	Description
2	Certificate of Conversion of Northwest Pipeline GP (filed July 3, 2013 as Exhibit 2.1 to our current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
3.1	Certificate of Formation of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 2.2 to our current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
3.2	Operating Agreement of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 3.1 to our current report on Form 8-K (File No. 001-07414) 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 Definition Linkbase.
101.LAB*	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.
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 of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			NORTHWEST PIPELINE LLC
			Registrant
Date:	October 31, 2019	By:	/s/ Kathleen R. Hambleton
			Kathleen R. Hambleton
			Controller
			(Principal Accounting Officer)