-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BFpA6DFy8mSbiEd/J//PhKvLfnC7vfu5XytQsk+5hNI9jhmWA0NFaj96TpLngZbF 1iJp3+xAdH246tJNnB/EMg== 0000950123-10-005002.txt : 20100126 0000950123-10-005002.hdr.sgml : 20100126 20100125192831 ACCESSION NUMBER: 0000950123-10-005002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100120 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100126 DATE AS OF CHANGE: 20100125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST PIPELINE GP CENTRAL INDEX KEY: 0000110019 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 261157701 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07414 FILM NUMBER: 10545797 BUSINESS ADDRESS: STREET 1: 295 CHIPETA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 801-583-8800 MAIL ADDRESS: STREET 1: 295 CHIPETA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST PIPELINE CORP DATE OF NAME CHANGE: 19920703 8-K 1 c55813ce8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 2010
NORTHWEST PIPELINE GP
(Exact name of registrant as specified in its charter)
         
Delaware   1-7414   26-1157701
         
(State or other   (Commission   (I.R.S. Employer
jurisdiction of   File Number)   Identification No.)
incorporation)        
     
295 Chipeta Way, Salt Lake City, Utah   84108
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 801-583-8800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On January 20, 2010, our management concluded that Northwest Pipeline GP’s financial statements for the year ended December 31, 2008 should be restated due to the manner in which we have presented and recognized certain pension and postretirement obligations in certain benefit plans for which our parent is the plan sponsor. We have previously recorded parent-allocated amounts related to these plans on a single-employer basis rather than a multi-employer accounting model. As the plan assets are not legally segregated and we are not contractually required to assume these obligations upon withdrawal, we have now concluded that the appropriate accounting model for these historical financial statements is a multi-employer model.
We participate in pension and postretirement benefit plans sponsored by our parent. However, we have historically accounted for these plans as if they were our own. We have now determined that ASC 715-30-55-63 requires us to account for the plans as if we are a participant in a multi-employer plan. This error in methodology had the most significant impact to our financial statements for the year ended December 31, 2008. In that year, we recognized a significant parent-allocated actuarial loss on our Balance Sheet, Statement of Owner’s Equity and Statement of Comprehensive Income. We have determined that the error was significant to the Statement of Comprehensive Income for the year ended December 31, 2008. For this period, Comprehensive Income should have approximated Net Income. The effect of the adjustments to Comprehensive Income is an increase of $39.4 million and $2.0 million in 2008 and 2007, respectively. There was no Comprehensive Income impact in 2006. The impact of this error correction will also increase Owner’s Equity and reduce non-current assets and liabilities at December 31, 2008. It did not have an impact on our 2008 Net Income as our expense recognized approximated our contributions to the parent-sponsored plans, nor did it have any impact upon our 2008 Statement of Cash Flows.
Based on their evaluation of the effectiveness of our disclosure controls and procedures and our internal control over financial reporting at December 31, 2008, our Senior Vice President and Vice President and Treasurer had concluded that our disclosure controls and procedures and our internal control over financial reporting were effective at that time at a reasonable assurance level. Our Form 10-K for the period ended December 31, 2008 contained disclosure of this conclusion. In light of the material weakness identified related to the presentation of these pension and postretirement obligations, our Senior Vice President and Vice President and Treasurer have now concluded that, at December 31, 2008, our disclosure controls and procedures and our internal control over financial reporting were not effective at a reasonable assurance level.
Our executive officers discussed the matters disclosed in this current report on Form 8-K pursuant to Item 4.02(a) with our independent registered public accounting firm. We will include the above-noted restatements and the assessment of our disclosure control and procedures and our internal control over financial reporting in our Form 10-K for the year ended December 31, 2009, expected to be filed by February 22, 2010. While we are restating the financials for the period ended December 31, 2008, we have concluded that the impact of the error is not material to any of the three quarterly periods of 2009.
Item 9.01. Financial Statements and Exhibits.
     (a) None
     (b) None
     (c) None
     (d) None

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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 hereunto duly authorized.
         
  NORTHWEST PIPELINE GP
 		  
  By:   /s/ R. Rand Clark    
    R. Rand Clark   
    Controller
(Duly Authorized Officer and
Chief Accounting Officer) 		  
 
Dated: January 25, 2010

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