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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 June 30, 2019March 31, 2020
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)
 
DEDelaware 26-1157701
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
295 Chipeta Way  
Salt Lake CityUT 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 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 filerþ 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.

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NORTHWEST PIPELINE LLC
FORM 10-Q
INDEX
 
 Page
PART I. FINANCIAL INFORMATION:
 
  
Item 1. Financial Statements -
 
  
Statement of Net Income — Three and Six Months Ended June 30,March 31, 2020 and 2019 and 2018
1
  
Balance Sheet — June 30, 2019March 31, 2020 and December 31, 20182019
2
  
Statement of Member's Equity — Three and Six Months Ended June 30,March 31, 2020 and 2019 and 2018
4
Statement of Cash Flows — SixThree Months Ended June 30,March 31, 2020 and 2019 and 2018
5
  
Notes to Financial Statements
6
  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
1210
  
Item 4. Controls and Procedures
1311
  
PART II. OTHER INFORMATION:
 
  
Item 1. Legal Proceedings                                                                                                                                          
1311
  
Item 1A.Risk Factors
1311
  
Item 6. Exhibits
1412
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,” “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;

Financial condition and liquidity;

Business strategy;

Cash flow from operations or results of operations;

Rate case filings;

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Natural gas prices, supply, and demand; and

Demand for our services.services; and

The impact of the novel 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;

Inflation, interest rates,Changes in maintenance and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events onconstruction costs, as well as 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;obtain sufficient construction related inputs including skilled labor;

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;

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 in accordance with our capital expenditure budget;

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;

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;

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 creditThe risks of our customers and counterparties;

Risks related to financing,resulting from outbreaks or other public health crises, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of capital;COVID-19;

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

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

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

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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 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

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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, 2019.24, 2020, as supplemented by the disclosure in Part II, Item 1.A. Risk Factors in this Quarterly Report on Form 10-Q.




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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 
 June 30,		 Six months ended 
 June 30,		Three months ended 
 March 31,
 2019 2018 2019 20182020 2019
OPERATING REVENUES:           
Natural gas transportation $105,465
 $105,209
 $215,348
 $214,074
$112,021
 $109,883
Natural gas storage 4,883
 3,085
 9,125
 6,130
3,346
 4,242
Other 15
 (15) (46) 1
(21) (61)
Total operating revenue 110,363
 108,279
 224,427
 220,205
Total operating revenues115,346
 114,064
OPERATING EXPENSES:           
General and administrative 14,056
 11,804
 26,776
 24,537
12,699
 12,720
Operation and maintenance 20,598
 18,751
 36,913
 33,919
15,499
 16,315
Depreciation and amortization 26,830
 26,481
 53,607
 52,809
28,060
 26,777
Regulatory debits 178
 908
 358
 1,847
291
 180
Taxes, other than income taxes 4,450
 4,446
 7,848
 9,107
4,120
 3,398
Regulatory charges resulting from tax rate changes 5,879
 6,338
 11,693
 12,152
5,814
 5,814
Other (income) expenses, net (120) 44
 11
 359
(2) 131
Total operating expenses 71,871
 68,772
 137,206
 134,730
66,481
 65,335
           
OPERATING INCOME 38,492
 39,507
 87,221
 85,475
48,865
 48,729
           
OTHER (INCOME) AND OTHER EXPENSES:           
Interest expense 7,290
 7,442
 14,474
 15,506
7,451
 7,184
Allowance for equity and borrowed funds used during construction (AFUDC) (750) (576) (1,256) (987)(298) (506)
Miscellaneous other (income) expenses, net (1,138) (181) (2,074) (661)(1,092) (936)
Total other (income) and other expenses 5,402
 6,685
 11,144
 13,858
6,061
 5,742
           
NET INCOME $33,090
 $32,822
 $76,077
 $71,617
$42,804
 $42,987
See accompanying notes.


NORTHWEST PIPELINE LLC
BALANCE SHEET
(Thousands of Dollars)
(Unaudited)
 
 June 30,
2019		 December 31,
2018		 March 31,
2020		 December 31,
2019
ASSETS        
        
CURRENT ASSETS:        
Cash $—
 $—
 $—
 $—
Receivables:        
Trade 37,374
 42,143
 38,677
 40,066
Affiliated companies 18
 18
 80
 109
Advances to affiliate 230,616
 180,400
 234,687
 201,265
Other 1,062
 970
 912
 1,962
Materials and supplies 10,070
 10,046
 9,770
 9,683
Exchange gas due from others 1,133
 4,581
 2,260
 5,534
Prepayments and other 3,449
 8,591
 2,781
 3,346
Total current assets 283,722
 246,749
 289,167
 261,965
        
PROPERTY, PLANT AND EQUIPMENT, at cost 3,491,473
 3,457,982
 3,594,941
 3,593,186
Less-Accumulated depreciation and amortization 1,638,367
 1,596,369
 1,697,283
 1,673,315
Total property, plant and equipment, net 1,853,106
 1,861,613
 1,897,658
 1,919,871
        
OTHER ASSETS:        
Deferred charges 890
 1,277
 1,595
 1,075
Right-of-use assets 17,646
 —
 21,320
 21,935
Regulatory assets 23,035
 23,992
 17,754
 18,101
Total other assets 41,571
 25,269
 40,669
 41,111
        
Total assets $2,178,399
 $2,133,631
 $2,227,494
 $2,222,947
See accompanying notes.

NORTHWEST PIPELINE LLC
BALANCE SHEET
(Thousands of Dollars)
(Unaudited)
 

 June 30,
2019		 December 31,
2018		 March 31,
2020		 December 31,
2019
LIABILITIES AND MEMBER’S EQUITY        
        
CURRENT LIABILITIES:        
Payables:        
Trade $18,656
 $12,839
 $8,634
 $15,635
Affiliated companies 10,153
 26,532
 7,864
 9,172
Accrued liabilities:        
Taxes, other than income taxes 11,920
 11,496
 12,426
 9,913
Interest 5,505
 5,505
 12,019
 5,505
Exchange gas due to others 3,297
 11,660
 684
 4,468
Customer advances 2,081
 788
 6,872
 4,109
Other 4,653
 7,386
 4,902
 6,990
Total current liabilities 56,265
 76,206
 53,401
 55,792
        
LONG-TERM DEBT 576,572
 576,168
 577,284
 577,045
        
OTHER NONCURRENT LIABILITIES:        
Asset retirement obligations 71,525
 69,350
 92,590
 91,251
Regulatory liabilities 306,586
 290,430
 331,161
 323,032
Lease liability 16,346
 —
 16,498
 16,823
Other 386
 835
 5,447
 5,695
Total other noncurrent liabilities 394,843
 360,615
 445,696
 436,801
        
CONTINGENT LIABILITIES AND COMMITMENTS (Note 5) 

 

CONTINGENT LIABILITIES AND COMMITMENTS (Note 3) 

 

        
MEMBER’S EQUITY:        
Member’s capital 1,073,892
 1,073,892
 1,073,892
 1,073,892
Retained earnings 76,827
 46,750
 77,221
 79,417
Total member’s equity 1,150,719
 1,120,642
 1,151,113
 1,153,309
        
Total liabilities and member’s equity $2,178,399
 $2,133,631
 $2,227,494
 $2,222,947
See accompanying notes.


NORTHWEST PIPELINE LLC
STATEMENT OF MEMBER’S EQUITY
(Thousands of Dollars)
(Unaudited)
 
 Three months ended June 30, Three months ended March 31,
 2019 2018 2020 2019
MEMBER'S CAPITAL:        
Balance at beginning and end of period $1,073,892
 $1,073,892
 $1,073,892
 $1,073,892
RETAINED EARNINGS:        
Balance at beginning of period 68,737
 94,083
 79,417
 46,750
Net income 33,090
 32,822
 42,804
 42,987
Cash distributions to parent (25,000) (53,000) (45,000) (21,000)
Balance at end of period 76,827
 73,905
 77,221
 68,737
Total Member's Equity $1,150,719
 $1,147,797
 $1,151,113
 $1,142,629


  Six months ended June 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
 89,288
Net income 76,077
 71,617
Cash distributions to parent (46,000) (87,000)
Balance at end of period 76,827
 73,905
Total Member's Equity $1,150,719
 $1,147,797



















See accompanying notes.


NORTHWEST PIPELINE LLC
STATEMENT OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
 Six months ended June 30, Three months ended March 31,
 2019 2018 2020 2019
Cash flows from operating activities:        
Net income $76,077
 $71,617
 $42,804
 $42,987
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Depreciation and amortization 53,607
 52,809
 28,060
 26,777
Regulatory debits 358
 1,847
 291
 180
Regulatory charges resulting from tax rate changes 11,693
 12,152
 5,814
 5,814
Amortization of deferred charges and credits (1,129) 450
 (821) (346)
Allowance for equity funds used during construction (equity AFUDC) (1,003) (767) (241) (400)
Changes in current assets and liabilities:        
Trade and other accounts receivable 3,302
 4,330
 5,132
 701
Affiliated receivables —
 250
 29
 (2)
Materials and supplies (25) 55
 (87) (37)
Other current assets 8,590
 538
 3,840
 6,031
Trade accounts payable (1,919) (1,307) (1,676) (1,521)
Affiliated payables (16,379) (4,121) (1,308) (17,973)
Other accrued liabilities (8,031) (4,197) 578
 (1,222)
Changes in noncurrent assets and liabilities:        
Regulatory liabilities 1,559
 1,139
 1,079
 721
Other, net 931
 (603) 636
 (161)
Net cash provided by operating activities 127,631
 134,192
 84,130
 61,549
        
Cash flows from financing activities:        
Retirement of long-term debt —
 (250,000)
Payments for debt issuance costs (58) (177) —
 (52)
Advances from affiliates, net —
 90,069
Cash distributions to parent (46,000) (87,000) (45,000) (21,000)
Net cash used in financing activities (46,058) (247,108) (45,000) (21,052)
        
Cash flows from investing activities:        
Property, plant and equipment:        
Capital expenditures* (31,705) (25,202) (9,562) (11,370)
Contributions and advances for construction costs 412
 1,138
 4,094
 (29)
Disposal of property, plant and equipment, net (64) (686) (240) 983
Advances to affiliates, net (50,216) 137,666
Net cash provided by (used in) investing activities (81,573) 112,916
Advances to affiliate, net (33,422) (30,081)
Net cash used in investing activities (39,130) (40,497)
        
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 $(37,510) $(30,806) $(5,520) $(9,371)
Changes in related accounts payable and accrued liabilities 5,805
 5,604
 (4,042) (1,999)
Capital expenditures $(31,705) $(25,202) $(9,562) $(11,370)
See accompanying notes.



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 interim 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 interim 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 interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto in our 20182019 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.
Rate and Regulatory Matters
Our next general rate case must be filed for new rates to become effective no later than January 1, 2023.
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 FebruaryJune 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 non-lease 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


million lease liability and offsetting right-of-use asset in our Balance Sheetfor operating leases. We also evaluated ASU 2016-02’s available practical expedients on adoption. We generally elected to adopt the practical expedients, which includes the practical expedient to not separate lease and non-lease 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 changeschanged 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 beare 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.We adopted ASU 2016-13 is effective 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 will2020, which primarily applyapplied to our short-term trade receivables. WhileThere was no cumulative effect adjustment to retained earnings upon adoption.
The majority of our trade receivable balances are due within 30 days. We monitor the credit quality of our counterparties through review of collection trends, credit ratings, and other analysis, such as bankruptcy monitoring. Financial assets are evaluated as one pool. Changes in counterparty risk factors could lead to reassessment of the composition of our financial assets as one pool. We calculate our allowance for credit losses incorporating an aging method. In estimating our expected credit losses, we utilized historical loss rates over many years. Our expected credit loss estimate considered both internal and external forward-looking commodity price expectations, as well as counterparty credit ratings, and factors impacting their near term liquidity.
Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. We do not expecthave a significant financial impact, we are currently developing additional processes, procedures and internal controls in order to make the necessary credit loss assessments and required disclosures.material amount of significantly aged receivables at March 31, 2020.







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 anyThe following table presents a reconciliation of our contract assets or material contract liabilities.liabilities:
 March 31, 2020
 (Thousands)
Balance at beginning of period$5,464
Recognized in Revenue(213)
Balance at end of period$5,251

Remaining Performance Obligations
The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of June 30, 2019.March 31, 2020. 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,Federal Energy Regulatory Commission (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 June 30, 2019,March 31, 2020, 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.
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 March 31, 2020.
(Thousands)Contract LiabilitiesRemaining Performance Obligations
2019 (remainder)$216,358
(Thousands)
2020419,453
$642
$320,925
2021392,995
938
415,231
2022381,785
1,029
396,834
2023350,117
1,119
363,588
20241,218
333,463
Thereafter2,951,500
305
2,888,950
Total$4,712,208
$5,251
$4,718,991

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.


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 non-lease 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 
 June 30,		 Six Months Ended 
 June 30,
 2019
 (Thousands)
Lease Cost:   
Operating lease cost$557
 $1,077
Variable lease cost277
 538
Total lease cost$834
 $1,615
    
Cash paid for amounts included in the measurement of operating lease liabilities$591
 $1,026
   
   
  June 30, 2019
  (Thousands)
Other Information:  
Right-of-use assets $17,646
Operating lease liabilities:  
Current (included in Other in our Balance Sheet)
 $1,274
Lease liability $16,346
Weighted-average remaining lease term - operating leases (years) 12
Weighted-average discount rate - operating leases 5%




As of June 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)$980
20202,045
20212,014
20222,009
20231,943
Thereafter14,644
Total future lease payments23,635
Less amount representing interest6,015
Total obligations under operating leases$17,620

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.



5.3. 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 June 30, 2019,March 31, 2020, all of the meter stations have been remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of June 30, 2019,March 31, 2020, 10 compressor stations have been remediated. At June 30, 2019March 31, 2020, we had accrued liabilities totaling approximately $1.9$1.2 million, $1.6$0.2 million recorded in Accrued liabilities - Other and $0.3$1.0 million recorded in Other Noncurrent Liabilities - Other in the accompanying Balance Sheet. At December 31, 20182019, we had accrued liabilities totaling approximately $2.0$1.2 million, $1.3$0.1 million recorded in Accrued liabilities - Other and $0.7$1.1 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.
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.

6.4. 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 June 30, 2019, noMarch 31, 2020, 0 letters of credit have been issued and no loans to Williams of $1.7 billion 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 June 30, 2019,March 31, 2020, Williams had no0 outstanding commercial paper.
7.


5. 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 $576.6$577.3 million and $623.7$556.7 million, respectively, at June 30, 2019March 31, 2020, and $576.2$577.0 million and $577.1$637.8 million, respectively, at December 31, 20182019.

8.6. TRANSACTIONS WITH AFFILIATES
We are a participant in Williams’ cash management program, and we make advances to and receive advances from Williams. At June 30,March 31, 2020 and December 31, 2019, our advances to Williams totaled approximately $230.6$234.7 million and at December 31, 2018, our advances to Williams totaled approximately $180.4 million.$201.3 million, respectively. 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 2.270.27 percent at June 30, 2019.March 31, 2020. The interest income from these advances was $1.2$0.5 million and $2.2$1.0 million for the three and six months ended June 30,March 31, 2020 and 2019, respectively, and $0.4 million and $0.9 million for the three and six months ended June 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 $26.8$22.7 million and $48.9$22.1 million in the three and six months ended June 30,March 31, 2020 and 2019, respectively, and $23.6 million and $45.7 million for the three and six months ended June 30, 2018, respectively, for these services. Such expenses are primarily included in General and administrative and Operation and maintenance expenses on the accompanying Statement of Net Income. The amount billed to us for the six months ended June 30, 2019, includes $3.2 million recognized in the second quarter for estimated severance and related costs driven by a voluntary separation program associated with a review of Williams' enterprise cost structure.
During the sixthree months ended June 30,March 31, 2020 and 2019, and 2018, we declared and paid cash distributions to our parent of $46.0$45.0 million and $87.0$21.0 million, respectively. During July 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.

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 20182019 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 sixthree-month periods ended June 30, 2019March 31, 2020 and 20182019. 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 revenuesOperating Revenues increased $4.2$1.3 million, or 21 percent, in the first sixthree months of 20192020 as compared with the first sixthree months of 20182019 primarily due toto:
•$2.1 million higher natural gas storage revenues of $3.0 million ($1.4 million increase in liquefaction, $1.1 million increase in Park and Loan services and $0.4 million increase in interruptible storage services) and a $0.5 million increase in short-term fixed demand transportation services. In addition, natural gas transportation revenues increased $0.7as a result of placing the North Seattle Upgrade into service
in November 2019, a new redelivery contract, and an extra billing day in 2020, partly offset by the termination of
several base agreements.    
•The increase in natural gas transportation revenues was partly offset by a $0.9 million decrease in natural gas storage
resulting from a contract modificationdecrease in the use of Park and the start of a new redelivery contract. Loan services.
In the periods ended June 30,March 31, 2020 and 2019, and 2018, transportationTransportation services accounted for 9697 percent and gas storage services accounted for 43 percent of our operating revenues.revenues, and 96 percent and 4 percent, respectively.
Operating expensesExpenses increased $2.5$1.1 million, or 2 percent, for the first sixthree months of 20192020 as compared to the same period in 2018,2019, mostly due to:
•$1.3 million of higher depreciation expense as a result of assets being placed into service, primarily the North Seattle
Upgrade,
•$0.7 million of higher Ad Valorem taxes due to $3.2the absence of a refund received in March 2019,
•Partially offset by $0.8 million for estimated severancein lower wages and related costsbenefits driven by a voluntary separationseverance program associatedin 2019.
Recent Developments
COVID-19
The outbreak of novel coronavirus (COVID-19) has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. We are monitoring the COVID-19 pandemic and are taking 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. We are continuing to monitor developments with a review of Williams' enterprise cost structure, $1.0 million in higher contractor services costs related to pipeline inspection initiatives, $0.8 million in higher depreciation, and $0.6 lower capitalized labor as a result of fewer capital projects ongoing in 2019. The increase was partially offset by a decrease of $1.6 million primarily associated with a property tax adjustment and $1.5 million lower costs relatedrespect to the expirationoutbreak and note the following:
Our financial condition, results of certain levelized incremental evergreen contractsoperations, and liquidity have not been materially impacted by direct effects of COVID-19.
We believe we have the ability to access the debt market if necessary, and continue to have significant levels of unused capacity on our revolving credit facility with no significant debt maturities in 2018.the near future.
Interest expense decreased $1.0 million,We have implemented remote working arrangements where possible and restricted business-related travel. Implementation of these measures has not required material expenditures or 7 percent, as a result of the repayment ofsignificantly impacted our 6.05 percent senior notes on June 15, 2018, partially offset by the interest on the additional $250 million of 4.0 percent senior unsecured notes issued on August 24, 2018.ability to operate our business.

Our remote working arrangements have not significantly impacted our internal controls over financial reporting and disclosure controls and procedures.

Item 4. Controls and Procedures
Our management, including our Senior Vice President—WestPresident 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—WestPresident and our Vice President and Chief Accounting Officer. Based upon that evaluation, our Senior Vice President—WestPresident 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 secondfirst quarter of 20192020 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 continues to work with the Division to reach a final, settled resolution.
The additional information called for by this item is provided in Note 5.3. 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, 2018,2019, includes certain risk factors that could materially affect our business, financial condition, or future results. Those risk factorsRisk Factors have not materially changed.
changed except that they are supplemented by the following risk factor:  


We face risks related to the COVID-19 pandemic and other health epidemics.
 The global outbreak of the novel coronavirus (COVID-19) is currently impacting countries, communities, supply chains and markets. We provide a critical service to our customers, which means that it is paramount that we keep our employees safe. To date, COVID-19 has not had a material impact on our business. However, we cannot predict whether, and the extent to which, COVID-19 will have a material impact on our business, including our liquidity, financial condition, and results of operations. COVID-19 could pose a risk to our employees, our customers, our suppliers and the communities in which we operate, which could negatively impact our business. To the extent that our access to the capital markets is adversely affected by COVID-19, we may need to consider alternative sources of funding for our operations and for working capital, any of which could increase our cost of capital. Measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, may cause us to experience operational delays or to delay plans for growth. The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID-19 and the actions taken to contain it or treat its impact, among others.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other factors described in the Risk Factors disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019.



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.



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:August 1, 2019May 4, 2020By: /s/ Kathleen R. HambletonBilleigh Mark
    
Kathleen R. HambletonBilleigh Mark

    Controller
    (Principal Accounting Officer)