UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September~~June 30, ~~2020~~2021


☐			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)

Delaware

26-1157701

(State or other jurisdiction of
incorporation or organization)

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

295 Chipeta Way

Salt Lake City

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 filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

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

Table of Contents

NORTHWEST PIPELINE LLC

FORM 10-Q

INDEX

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 such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

•Our and our affiliates’ future credit ratings;

•Amounts and nature of future capital expenditures;

•Expansion and growth of our business and operations;

•Expected in-service dates for capital projects;

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Rate case filings;

Table of Contents

•Natural gas prices, supply, and demand;

•Demand for our 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;

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

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

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

•The physical and financial risks associated with climate change;

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

•Our ability to successfully expand our facilities and operations;

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

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

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

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

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

•Changes in the current geopolitical situation;

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

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

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

Table of Contents

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

~~Table of Contents~~

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

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

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 24, ~~2020, as supplemented by the disclosure in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q filed with the SEC on May 4, 2020.~~2021.

iii

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NORTHWEST PIPELINE LLC

STATEMENT OF NET INCOME

(Thousands of Dollars)

(Unaudited)


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 30,				September 30,					June 30,				June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
OPERATING REVENUES:	OPERATING REVENUES:									OPERATING REVENUES:
Natural gas transportation	Natural gas transportation	$	107,149	$	107,122	$	325,315	$	322,470	Natural gas transportation	$	104,051	$	106,145	$	213,328	$	218,166
Natural gas storage	Natural gas storage	3,323		3,271		10,385		12,396		Natural gas storage	3,867		3,716		7,537		7,062
Other	Other	3		19		(28)		(27)		Other	4		(10)		(49)		(31)
Total operating revenues	Total operating revenues	110,475		110,412		335,672		334,839		Total operating revenues	107,922		109,851		220,816		225,197
OPERATING EXPENSES:	OPERATING EXPENSES:									OPERATING EXPENSES:
General and administrative	General and administrative	10,444		11,877		36,239		38,653		General and administrative	11,460		13,096		23,130		25,795
Operation and maintenance	Operation and maintenance	17,999		24,596		53,044		61,509		Operation and maintenance	19,533		19,546		36,179		35,045
Depreciation and amortization	Depreciation and amortization	28,000		26,922		83,881		80,529		Depreciation and amortization	28,200		27,821		56,268		55,881
Regulatory debits	Regulatory debits	287		180		868		538		Regulatory debits	350		290		698		581
Taxes, other than income taxes	Taxes, other than income taxes	4,547		3,347		12,381		11,195		Taxes, other than income taxes	4,281		3,714		8,497		7,834
Regulatory charges resulting from tax rate changes	Regulatory charges resulting from tax rate changes	5,944		5,944		17,637		17,637		Regulatory charges resulting from tax rate changes	5,879		5,879		11,693		11,693
Other (income) expenses, net	Other (income) expenses, net	(7)		45		(12)		56		Other (income) expenses, net	(15)		(3)		(46)		(5)
Total operating expenses	Total operating expenses	67,214		72,911		204,038		210,117		Total operating expenses	69,688		70,343		136,419		136,824

OPERATING INCOME	OPERATING INCOME	43,261		37,501		131,634		124,722		OPERATING INCOME	38,234		39,508		84,397		88,373

OTHER (INCOME) AND OTHER EXPENSES:	OTHER (INCOME) AND OTHER EXPENSES:									OTHER (INCOME) AND OTHER EXPENSES:
Interest expense	Interest expense	7,365		7,348		22,325		21,822		Interest expense	7,480		7,509		14,841		14,960
Allowance for equity and borrowed funds used during construction (AFUDC)	Allowance for equity and borrowed funds used during construction (AFUDC)	(511)		(1,310)		(1,131)		(2,566)		Allowance for equity and borrowed funds used during construction (AFUDC)	(374)		(322)		(639)		(620)
Miscellaneous other (income) expenses, net	Miscellaneous other (income) expenses, net	(133)		(1,043)		(1,389)		(3,117)		Miscellaneous other (income) expenses, net	(184)		(164)		(345)		(1,256)
Total other (income) and other expenses	Total other (income) and other expenses	6,721		4,995		19,805		16,139		Total other (income) and other expenses	6,922		7,023		13,857		13,084

NET INCOME	NET INCOME	$	36,540	$	32,506	$	111,829	$	108,583	NET INCOME	$	31,312	$	32,485	$	70,540	$	75,289

See accompanying notes.

Table of Contents

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)


		September 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS

CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash	Cash	$	0	$	0	Cash	$	0	$	0
Receivables:	Receivables:					Receivables:
Trade	Trade	35,855		40,066		Trade	35,226		37,365
Affiliated companies	Affiliated companies	177		109		Affiliated companies	81		51
Advances to affiliate	Advances to affiliate	263,657		201,265		Advances to affiliate	271,899		247,869
Other	Other	2,492		1,962		Other	2,684		840
Materials and supplies	Materials and supplies	9,829		9,683		Materials and supplies	9,785		9,807
Exchange gas due from others	Exchange gas due from others	3,296		5,534		Exchange gas due from others	4,434		4,466

Prepayments and other	Prepayments and other	4,051		3,346		Prepayments and other	4,152		4,078
Total current assets	Total current assets	319,357		261,965		Total current assets	328,261		304,476

PROPERTY, PLANT AND EQUIPMENT, at cost		3,645,512		3,593,186
PROPERTY, PLANT AND EQUIPMENT						PROPERTY, PLANT AND EQUIPMENT	3,687,607		3,653,792
Less-Accumulated depreciation and amortization	Less-Accumulated depreciation and amortization	1,749,924		1,673,315		Less-Accumulated depreciation and amortization	1,811,905		1,761,229
Total property, plant and equipment, net	Total property, plant and equipment, net	1,895,588		1,919,871		Total property, plant and equipment, net	1,875,702		1,892,563

OTHER ASSETS:	OTHER ASSETS:					OTHER ASSETS:
Deferred charges	Deferred charges	2,717		1,075		Deferred charges	5,897		3,775
Regulatory assets						Regulatory assets	18,980		20,022
Right-of-use assets	Right-of-use assets	10,946		18,101		Right-of-use assets	10,565		10,692
Regulatory assets		20,466		21,935
Total other assets	Total other assets	34,129		41,111		Total other assets	35,442		34,489

Total assets	Total assets	$	2,249,074	$	2,222,947	Total assets	$	2,239,405	$	2,231,528

See accompanying notes.

Table of Contents

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)


		September 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
LIABILITIES AND MEMBER’S EQUITY	LIABILITIES AND MEMBER’S EQUITY					LIABILITIES AND MEMBER’S EQUITY

CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Payables:	Payables:					Payables:
Trade	Trade	$	27,115	$	15,635	Trade	$	22,622	$	16,157
Affiliated companies	Affiliated companies	7,003		9,172		Affiliated companies	7,607		4,110
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Taxes, other than income taxes	Taxes, other than income taxes	15,992		9,913		Taxes, other than income taxes	12,252		10,905
Interest	Interest	12,019		5,505		Interest	5,505		5,505
Exchange gas due to others	Exchange gas due to others	2,790		4,468		Exchange gas due to others	5,162		4,557
Customer advances	Customer advances	2,382		4,109		Customer advances	5,998		539
Other	Other	7,454		6,990		Other	6,762		6,786

Total current liabilities	Total current liabilities	74,755		55,792		Total current liabilities	65,908		48,559

LONG-TERM DEBT	LONG-TERM DEBT	577,771		577,045		LONG-TERM DEBT	578,519		578,018

OTHER NONCURRENT LIABILITIES:
OTHER NON-CURRENT LIABILITIES:						OTHER NON-CURRENT LIABILITIES:
Asset retirement obligations	Asset retirement obligations	94,443		91,251		Asset retirement obligations	98,501		95,777
Regulatory liabilities	Regulatory liabilities	347,502		323,032		Regulatory liabilities	371,986		355,725
Lease liability	Lease liability	8,450		16,823		Lease liability	8,329		8,341
Other	Other	5,015		5,695		Other	4,227		4,713
Total other noncurrent liabilities		455,410		436,801
Total other non-current liabilities						Total other non-current liabilities	483,043		464,556

CONTINGENT LIABILITIES AND COMMITMENTS (Note 4)
CONTINGENT LIABILITIES AND COMMITMENTS (Note 3)						CONTINGENT LIABILITIES AND COMMITMENTS (Note 3)	0		0

MEMBER’S EQUITY:	MEMBER’S EQUITY:					MEMBER’S EQUITY:
Member’s capital	Member’s capital	1,073,892		1,073,892		Member’s capital	1,073,892		1,073,892
Retained earnings	Retained earnings	67,246		79,417		Retained earnings	38,043		66,503

Total member’s equity	Total member’s equity	1,141,138		1,153,309		Total member’s equity	1,111,935		1,140,395

Total liabilities and member’s equity	Total liabilities and member’s equity	$	2,249,074	$	2,222,947	Total liabilities and member’s equity	$	2,239,405	$	2,231,528

See accompanying notes.

Table of Contents

NORTHWEST PIPELINE LLC

STATEMENT OF MEMBER’S EQUITY

(Thousands of Dollars)

(Unaudited)


		Three months ended September 30,				Three months ended June 30,
		2020		2019				2021		2020
MEMBER'S CAPITAL:	MEMBER'S CAPITAL:						MEMBER'S CAPITAL:
Balance at beginning and end of period	Balance at beginning and end of period	$	1,073,892	$	1,073,892		Balance at beginning and end of period	$	1,073,892	$	1,073,892
RETAINED EARNINGS:	RETAINED EARNINGS:						RETAINED EARNINGS:
Balance at beginning of period	Balance at beginning of period	66,706		76,827			Balance at beginning of period	50,731		77,221
Net income	Net income	36,540		32,506			Net income	31,312		32,485
Cash distributions to parent	Cash distributions to parent	(36,000)		(32,000)			Cash distributions to parent	(44,000)		(43,000)
Balance at end of period	Balance at end of period	67,246		77,333			Balance at end of period	38,043		66,706
Total Member’s Equity	Total Member’s Equity	$	1,141,138	$	1,151,225		Total Member’s Equity	$	1,111,935	$	1,140,598

Nine months ended September 30,
2020 2019
MEMBER'S CAPITAL:
Balance at beginning and end of period $ 1,073,892 $ 1,073,892
RETAINED EARNINGS:
Balance at beginning of period 79,417 46,750
Net income 111,829 108,583
Cash distributions to parent (124,000) (78,000)
Balance at end of period 67,246 77,333
Total Member’s Equity $ 1,141,138 $ 1,151,225


	Six months ended June 30,
	2021		2020
MEMBER'S CAPITAL:
Balance at beginning and end of period	$	1,073,892	$	1,073,892
RETAINED EARNINGS:
Balance at beginning of period	66,503		79,417
Net income	70,540		75,289
Cash distributions to parent	(99,000)		(88,000)
Balance at end of period	38,043		66,706
Total Member’s Equity	$	1,111,935	$	1,140,598

See accompanying notes.

Table of Contents

NORTHWEST PIPELINE LLC

STATEMENT OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)


		Nine months ended September 30,					Six months ended June 30,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	111,829	$	108,583	Net income	$	70,540	$	75,289
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	Adjustments to reconcile net income to net cash provided by (used in) operating activities:					Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	83,881		80,529		Depreciation and amortization	56,268		55,881
Regulatory debits	Regulatory debits	868		538		Regulatory debits	698		581
Regulatory charges resulting from tax rate changes	Regulatory charges resulting from tax rate changes	17,637		17,637		Regulatory charges resulting from tax rate changes	11,693		11,693
Amortization of deferred charges and credits	Amortization of deferred charges and credits	(2,633)		(1,833)		Amortization of deferred charges and credits	(1,818)		(1,890)
Allowance for equity funds used during construction (equity AFUDC)	Allowance for equity funds used during construction (equity AFUDC)	(914)		(2,058)		Allowance for equity funds used during construction (equity AFUDC)	(518)		(501)
Changes in current assets and liabilities:	Changes in current assets and liabilities:					Changes in current assets and liabilities:
Trade and other accounts receivable	Trade and other accounts receivable	3,507		5,895		Trade and other accounts receivable	(1,472)		6,107
Affiliated receivables	Affiliated receivables	(68)		(4)		Affiliated receivables	(30)		66
Materials and supplies	Materials and supplies	(146)		74		Materials and supplies	22		(128)
Other current assets	Other current assets	1,533		7,169		Other current assets	(41)		3,642
Trade accounts payable	Trade accounts payable	1,233		(2,669)		Trade accounts payable	1,084		(1,925)
Affiliated payables	Affiliated payables	(2,169)		(17,391)		Affiliated payables	3,497		2,989
Other accrued liabilities	Other accrued liabilities	3,569		139		Other accrued liabilities	3,413		(8,422)
Changes in noncurrent assets and liabilities:	Changes in noncurrent assets and liabilities:					Changes in noncurrent assets and liabilities:
Regulatory liabilities	Regulatory liabilities	3,175		2,485		Regulatory liabilities	2,040		2,189
Other, net	Other, net	415		2,623		Other, net	244		1,421
Net cash provided by operating activities	Net cash provided by operating activities	221,717		201,717		Net cash provided by operating activities	145,620		146,992

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments for debt issuance costs		0		(59)

Cash distributions to parent	Cash distributions to parent	(124,000)		(78,000)		Cash distributions to parent	(99,000)		(88,000)
Net cash used in financing activities	Net cash used in financing activities	(124,000)		(78,059)		Net cash used in financing activities	(99,000)		(88,000)

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Property, plant and equipment:	Property, plant and equipment:					Property, plant and equipment:
Capital expenditures*	Capital expenditures*	(39,916)		(78,739)		Capital expenditures*	(25,247)		(15,892)
Contributions and advances for construction costs	Contributions and advances for construction costs	5,502		2,558		Contributions and advances for construction costs	5,179		4,588
Disposal of property, plant and equipment, net	Disposal of property, plant and equipment, net	(911)		(2,749)		Disposal of property, plant and equipment, net	(2,522)		(297)
Advances to affiliate, net	Advances to affiliate, net	(62,392)		(44,728)		Advances to affiliate, net	(24,030)		(47,391)

Net cash used in investing activities	Net cash used in investing activities	(97,717)		(123,658)		Net cash used in investing activities	(46,620)		(58,992)

NET INCREASE (DECREASE) IN CASH		0		0
CASH AT BEGINNING OF PERIOD		0		0
CASH AT END OF PERIOD		$	0	$	0
Net increase (decrease) in cash						Net increase (decrease) in cash	0		0
Cash at beginning of period						Cash at beginning of period	0		0
Cash at end of period						Cash at end of period	$	0	$	0
____________________________________	____________________________________					____________________________________
* Increases to property, plant and equipment, exclusive of equity AFUDC	* Increases to property, plant and equipment, exclusive of equity AFUDC	$	(54,060)	$	(102,467)	* Increases to property, plant and equipment, exclusive of equity AFUDC	$	(29,885)	$	(17,487)
Changes in related accounts payable and accrued liabilities	Changes in related accounts payable and accrued liabilities	14,144		23,728		Changes in related accounts payable and accrued liabilities	4,638		1,595
Capital expenditures	Capital expenditures	$	(39,916)	$	(78,739)	Capital expenditures	$	(25,247)	$	(15,892)

See accompanying notes.

Table of Contents

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 ~~2019~~2020 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 June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 changed 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 are required to use a forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. We adopted ASU 2016-13 effective January 1, 2020, which primarily applied to our short-term trade receivables. There 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 have a material amount of significantly aged receivables at September 30, 2020.

~~Table of Contents~~

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.

Contract Assets

The following table presents a reconciliation of our contract assets:


								Three months ended				Six months ended
		Three months ended		Nine months ended				June 30,				June 30,
		September 30, 2020						2021		2020		2021		2020
		(Thousands)					(Thousands)
Balance at beginning of period	Balance at beginning of period	$	1,794	$	554	Balance at beginning of period		$	4,516	$	1,174	$	3,395	$	554
Revenue recognized in excess of amounts invoiced	Revenue recognized in excess of amounts invoiced	628		1,868		Revenue recognized in excess of amounts invoiced		1,134		620		2,255		1,240
Balance at end of period	Balance at end of period	$	2,422	$	2,422	Balance at end of period		$	5,650	$	1,794	$	5,650	$	1,794

Table of Contents

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:


								Three months ended				Six months ended
		Three months ended		Nine months ended				June 30,				June 30,
		September 30, 2020						2021		2020		2021		2020
		(Thousands)					(Thousands)
Balance at beginning of period	Balance at beginning of period	$	5,039	$	5,464	Balance at beginning of period		$	4,378	$	5,251	$	4,610	$	5,464
Recognized in Revenue	Recognized in Revenue	(215)		(640)		Recognized in Revenue		(234)		(212)		(466)		(425)
Balance at end of period	Balance at end of period	$	4,824	$	4,824	Balance at end of period		$	4,144	$	5,039	$	4,144	$	5,039

Remaining Performance Obligations

Our remaining performance obligations primarily include reservation charges on contracted capacity on our firm transportation and storage contracts with customers. Amounts from certain contracts included in the table below, which are subject to periodic review and approval by the Federal Energy Regulatory Commission (FERC), 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. Certain of our contracts contain evergreen provisions for periods beyond the initial term of the contract. The remaining performance obligations, as of ~~September~~June 30, ~~2020,~~2021, 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 ~~September~~June 30, ~~2020.~~2021.

Contract Liabilities Remaining Performance Obligations
(Thousands)
2020 (remainder) $ 215 $ 108,361
2021 938 421,614
2022 1,029 403,146
2023 1,120 365,540
2024 1,218 335,415
Thereafter 304 2,983,409
Total $ 4,824 $ 4,617,485

~~Table of Contents~~


	Contract Liabilities		Remaining Performance Obligations
	(Thousands)
2021 (six months)	$	473	$	211,314
2022 (one year)	1,029		415,849
2023 (one year)	1,120		374,378
2024 (one year)	1,217		338,118
2025 (one year)	305		331,136
Thereafter 00	0		2,834,599
Total	$	4,144	$	4,505,394

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. ~~RATE AND REGULATORY MATTERS~~

~~FERC Developments~~

~~Notice of Inquiry (Docket No. PL19-4-000).~~ On May 21, 2020, the FERC issued a “Policy Statement on Determining Return on Equity for Natural Gas and Oil Pipelines” (Policy Statement) in Docket No. PL19-4-000 adopting changes to its policies concerning the calculation of a public utility return on equity (ROE). In this Policy Statement, the FERC revised its ROE policy for natural gas pipelines and oil pipelines to provide that the FERC will determine a pipeline’s ROE by averaging the results of the Discounted Cash Flow model and the Capital Asset Pricing Model, with each weighted equally. The FERC declined to adopt any additional policy changes at this time and will address all other issues concerning the determination of a pipeline’s ROE as they arise in future proceedings.

~~Our next general rate case must be filed for new rates to become effective no later than January 1, 2023.~~

4. 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

Table of Contents

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~~June 30, ~~2020,~~2021, 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~~June 30, ~~2020, 10~~2021, 5 compressor stations ~~have been~~are still being remediated. At ~~September~~June 30, 2021, we had accrued liabilities totaling approximately $1.0 million, $0.1 million of which is recorded in Accrued liabilities - Other and $0.9 million of which is recorded in Other Noncurrent Liabilities - Other in the accompanying Balance Sheet. At December 31, 2020, we had accrued liabilities totaling approximately $1.1 million, $0.1 million of which is recorded in Accrued liabilities - Other~~and $1.0 million of which is recorded in~~ ~~Other Noncurrent Liabilities - Other~~ ~~in the accompanying Balance Sheet. At December 31, 2019, we had accrued liabilities totaling approximately $1.2 million, $0.1 million of which is recorded in~~ ~~Accrued liabilities - Other~~ and ~~$1.1~~$1.0 million of which is 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~~propose and ~~propose~~promulgate new rules, and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, ~~air quality standards for one-hour nitrogen dioxide emissions,~~review 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~~updates to the National Ambient Air Quality Standards, and rules for ~~ground-level ozone.~~new and existing source performance standards for volatile organic compounds and methane. We ~~are monitoring the rule’s implementation as it will trigger additional federal~~continuously monitor these regulatory changes and ~~state regulatory actions that~~how they may impact our operations. Implementation of ~~the~~new or modified regulations ~~is expected to~~may 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~~areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost of ~~additions that may be required to meet the regulations~~these regulatory impacts at this time.

~~Table of Contents~~

~~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.

5.4. DEBT AND FINANCING ARRANGEMENTS

Credit Facility

We, along with Williams and Transcontinental Gas Pipe Line Company, LLC (Transco), 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. At ~~September~~June 30, ~~2020,~~2021, 0 letters of credit have been issued and 0 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 any time of $4.0 billion of unsecured commercial paper notes. At ~~September~~June 30, ~~2020,~~2021, Williams had ~~$40.0 million of~~0 outstanding commercial paper.

6.5. 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—~~Short-term financial assets—The carrying ~~amounts~~values of short-term financial assets (advances to affiliate) that have variable interest rates, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments.

Table of Contents

Long-term ~~debt—~~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 were ~~$577.8~~$578.5 million and ~~$651.0~~$659.5 million, respectively, at ~~September~~June 30, ~~2020,~~2021, and ~~$577.0~~$578.0 million and ~~$637.8~~$680.6 million, respectively, at December 31, ~~2019.~~2020.

7.6. TRANSACTIONS WITH AFFILIATES

We are a participant in Williams’ cash management program, and we make advances to and receive advances from Williams. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our advances to Williams totaled approximately ~~$263.7~~$271.9 million and ~~$201.3~~$247.9 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 0.01 percent at ~~September~~June 30, ~~2020.~~2021. The interest income from these advances was minimal for the three and six months ended June 30, 2021, and $0.1 million and $0.6 million for the ~~nine~~three and six months ended ~~September~~June 30, 2020, ~~respectively, and $1.1 million and $3.4 million for the three and nine months ended September 30, 2019,~~ respectively. Such interest income is included in Other (Income) and Other Expenses – Miscellaneous other (income) expenses, net on the accompanying Statement of Net Income.

~~Table of Contents~~

Included in Operating Revenues in the accompanying Statement of Net Income are revenues received from affiliates of $0.2 million and $0.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~an immaterial amount~~$0.2 million and ~~$0.2~~$0.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively. The rates charged to provide services to affiliates are the same as those that are charged to similarly-situated nonaffiliated customers.

We have 0 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 ~~$20.7~~$21.6 million and ~~$66.5~~$43.7 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$25.9~~$23.1 million and ~~$74.8~~$45.8 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, 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.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we declared and paid cash distributions to our parent of ~~$124.0~~$99.0 million and ~~$78.0~~$88.0 million, respectively. During ~~October 2020,~~July 2021, we declared and paid an additional cash distribution of ~~$40.0~~$34.0 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.

109

Table of Contents

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

GENERAL

The following discussion should be read in conjunction with the Management’s Discussion and Analysis, Financial Statements, and Notes contained in Items 7 and 8 of our ~~2019~~2020 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~~six-month periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. 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.

Operating Revenues decreased $4.4 million, or approximately 2 percent, in the first six months of 2021 as compared to the same period in 2020 primarily due to:

Natural gas transportation decreased $4.8 million for the six months ended June 30, 2021 compared to the same period in 2020. The decrease was primarily attributable to:

•$10.0 million lower firm transportation revenue primarily resulting from the termination of two base agreements in the third quarter of 2020.

•Partially offset by an increase of $1.9 million in short-term firm transportation demand as a result of colder weather in 2021,

•$1.7 million from three new contracts executed in the third quarter of 2020, and

•$1.0 million from a project placed in service in November 2020.

Natural gas storage increased ~~$0.8~~$0.5 million for the six months ended June 30, 2021 compared to the same period in 2020. The increase was primarily a result of higher capacity releases at the Clay Basin storage facility and higher park and loan services in 2021.

Transportation services accounted for 97 percent and gas storage services accounted for 3 percent of our operating revenues for both periods ended June 30, 2021 and 2020.

Operating Expenses decreased $0.4 million, or less than 1 percent, in the first ~~nine~~six months of ~~2020~~2021 as compared to the same period in ~~2019 primarily due to:~~2020.

•Other (income) and other expenses, net ~~$2.8 million higher natural gas transportation revenues primarily as a result~~had an unfavorable change of ~~placing the North Seattle Upgrade into service in November 2019, partly offset by the termination of several base agreements.~~

•The increase in natural gas transportation revenues was mostly offset by a $2.0 million decrease in natural gas storage primarily as a result of lower gas injections, a decrease in the use of park and loan services combined with the release of capacity and lower demand for interruptible storage space in 2020 compared to 2019.

For the periods ended September 30, 2020 and 2019, transportation services accounted for 97 percent and 96 percent of our operating revenues, respectively, and gas storage services accounted for 3 percent and 4 percent of our operating revenues, respectively.

~~Operating Expenses~~ ~~decreased $6.1~~$0.8 million, or 3approximately 6 percent, in the first ~~nine~~six months of ~~2020~~2021 as compared to the same period in ~~2019, mostly due to:~~

•~~$5.0 million of lower costs as a result of the voluntary separation program and restructuring initiated by~~

~~Williams in 2019 including:~~

–~~$4.5 million lower severance expense; and~~

–~~$2.3 million lower internal operations and maintenance labor and benefits; offset by~~

–~~$1.8 million higher relocation expenses;~~

•~~$3.4 million of lower operating and maintenance costs;~~

•~~$1.4 million lower allocated and billed costs from our parent and affiliates; and~~

•~~$0.5 million lower employee benefit costs;~~

•~~Partially offset by $3.4 million higher depreciation~~2020 primarily ~~as a result of placing the North Seattle Upgrade into~~

~~service in late 2019; and~~

•~~$1.2 million in higher property tax expense associated with increased property valuations.~~

~~Other (income) and other expenses~~ ~~had an unfavorable change of $3.7 million, or 23 percent, in the first nine months of 2020 as compared to the same period in 2019~~ due to lower interest income on our note with Williams and lower allowances for funds used during construction as a result of lower capitalized construction costs. In addition, we accrued higher interest as a result of the increasing reserve for customer tax refunds as required by our rate settlement, RP17-1136.Williams.

~~Table of Contents~~

Recent Developments

COVID-19

The outbreak of ~~novel coronavirus (COVID-19)~~COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. We ~~are monitoring~~continue to monitor the COVID-19 pandemic and ~~are taking~~have taken steps intended to protect the safety of our customers, employees and communities, and to support the continued delivery of safe and reliable service to our customers and the communities we serve. ~~We are continuing to monitor developments with respect to the outbreak and note the following:~~

•Our financial condition, results of operations, 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 the near future.

•We continue to monitor and adapt our remote working arrangements and limit business-related travel. Implementation of these measures has not required material expenditures or significantly impacted our ability to operate our business.

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

1210

Table of Contents

Item 4. Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There have been no changes during the ~~third~~second quarter of ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental

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

Other

The additional information called for by this item is provided in Note 4. 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, 2019, as supplemented by the disclosure in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March~~ 31, 2020 includes certain risk factors that could materially affect our business, financial condition, or future results. Those Risk Factors have not materially changed.

Table of Contents

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.

1412

Table of Contents

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:

~~November~~August 2, ~~2020~~2021

By:

/s/ Billeigh W. Mark

Billeigh W. Mark

Controller

(Principal Accounting Officer)


			Page
PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements -

Statement of Net Income — Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020			1

Balance Sheet — ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020			2

Statement of Member's Equity — Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020			4

Statement of Cash Flows — ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020			5

Notes to Financial Statements			6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1110

Item 4. Controls and Procedures			1311

PART II. OTHER INFORMATION:			11

Item 1 .1. Legal Proceedings			1311

Item 1A.Risk F ~~actors~~Factors			1311

Item 6. Exhibits			1412