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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2023


☐			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.)

One Williams Center

Tulsa, Oklahoma

74172-0172

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 945-5426

NO CHANGE

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

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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


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Northwest Pipeline LLC

Index


			Page
Part I. Financial Information
Item 1. Financial Statements
Statement of Net Income – Three and Nine Months Ended September 30, 2023 and 2022			4
Balance Sheet – September 30, 2023 and December 31, 2022			5
Statement of Changes in Member’s Equity – Three and Nine Months Ended September 30, 2023 and 2022			7
Statement of Cash Flows – Nine Months Ended September 30, 2023 and 2022			8
Notes to Financial Statements			9
Note 1 – Basis of Presentation			9
Note 2 – Revenue Recognition			9
Note 3 – Rate and Regulatory Matters			11
Note 4 – Contingent Liabilities and Commitments			11
Note 5 – Debt and Financing Arrangements			13
Note 6 – Fair Value Measurements			13
Note 7 – Transactions with Affiliates			13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 4. Controls and Procedures			16
Part II. Other Information			16
Item 1. Legal Proceedings			16
Item 1A. Risk Factors			17
Item 6. Exhibits			18

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;


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•Expected in-service dates for capital projects;

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Rate case filings;

•Natural gas prices, supply, and demand; and

•Demand for our services.

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

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

•Development and rate of adoption of alternative energy sources;

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

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

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

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

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

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

•The physical and financial risks associated with climate change;

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

•Our ability to successfully expand our facilities and operations;

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

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


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

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

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

•Changes in the current geopolitical situation, including the Russian invasion of Ukraine and the developing conflict between Israel and Hamas;

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

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

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

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

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

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

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 27, 2023 as may be supplemented by disclosure in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q.


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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Northwest Pipeline LLC

Statement of Net Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Thousands)
Operating Revenues:
Natural gas transportation	$	101,914	$	105,193	$	308,469	$	319,113
Natural gas storage	3,662		3,294		11,700		9,701
Other	2,307		1,271		7,498		2,621
Total operating revenues	107,883		109,758		327,667		331,435

Operating Expenses:
Operation and maintenance	24,201		23,143		63,875		63,629
General and administrative	11,321		13,448		36,674		38,237
Depreciation and amortization	27,799		28,510		83,852		85,659

Taxes — other than income taxes	1,576		4,022		9,212		12,452
Regulatory charges resulting from tax rate changes	—		5,944		—		17,637
Other (income) expense, net	(3,600)		821		(12,609)		1,544
Total operating expenses	61,297		75,888		181,004		219,158

Operating Income	46,586		33,870		146,663		112,277

Other (Income) and Other Expenses:
Interest expense	6,849		7,853		21,069		23,172
Allowance for equity and borrowed funds used during construction (AFUDC)	(1,153)		(885)		(2,535)		(2,354)
Miscellaneous other (income) expense, net	(2,239)		(1,914)		(6,930)		(3,515)
Total other (income) and other expenses	3,457		5,054		11,604		17,303

Net Income	$	43,129	$	28,816	$	135,059	$	94,974

See accompanying notes.


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Northwest Pipeline LLC

Balance Sheet

(Unaudited)


	September 30, 2023		December 31, 2022
	(Thousands)
ASSETS
Current Assets:
Cash	$	—	$	—
Receivables:
Advances to affiliate	164,314		310,641
Trade	35,140		39,746
Affiliates	1,549		1,829
Other	249		606
Materials and supplies, at average cost	8,788		8,925
Exchange gas due from others	3,623		35,851
Regulatory assets	1,991		13,565
Prepayments and other	3,033		3,627
Total current assets	218,687		414,790

Property, plant and equipment	3,937,178		3,836,254
Less-Accumulated depreciation and amortization	2,005,965		1,941,806
Total property, plant and equipment, net	1,931,213		1,894,448

Other Assets:
Regulatory assets	31,175		15,951
Right-of-use assets	8,950		9,621
Deferred charges and other long-term assets	18,396		15,167
Total other assets	58,521		40,739

Total assets	$	2,208,421	$	2,349,977

(continued)

See accompanying notes.


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Northwest Pipeline LLC

Balance Sheet

(Unaudited)


	September 30, 2023		December 31, 2022
	(Thousands)
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Payables:
Trade	$	49,970	$	25,761
Affiliates	9,083		12,115
Accrued liabilities:
Exchange gas due to others	5,032		42,451
Regulatory liabilities	21,819		145,243
Taxes — other than income taxes	8,976		10,853
Interest	12,019		5,505
Customer advances	2,800		4,415
Other	8,640		4,011

Total current liabilities	118,339		250,354

Long-Term Debt	580,900		580,083

Other Long-Term Liabilities:
Regulatory liabilities	257,204		271,706
Asset retirement obligations	134,534		129,306
Lease liability	7,304		7,857
Other	1,604		2,394
Total other long-term liabilities	400,646		411,263

Contingent Liabilities and Commitments (Note 4)

Member’s Equity:
Member’s capital	1,073,892		1,073,892
Retained earnings	34,644		34,385

Total member’s equity	1,108,536		1,108,277

Total liabilities and member’s equity	$	2,208,421	$	2,349,977

See accompanying notes.


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Northwest Pipeline LLC

Statement of Changes in Member’s Equity

(Unaudited)


	Three Months Ended September 30,
	2023		2022
	(Thousands)
Member’s Capital:
Balance at beginning and end of period	$	1,073,892	$	1,073,892
Retained Earnings:
Balance at beginning of period	28,515		23,169
Net income	43,129		28,816
Cash distributions to parent	(37,000)		(29,500)
Balance at end of period	34,644		22,485
Total Member’s Equity	$	1,108,536	$	1,096,377

	Nine Months Ended September 30,
	2023		2022
	(Thousands)
Member’s Capital:
Balance at beginning and end of period	$	1,073,892	$	1,073,892
Retained Earnings:
Balance at beginning of period	34,385		35,511
Net income	135,059		94,974
Cash distributions to parent	(134,800)		(108,000)
Balance at end of period	34,644		22,485
Total Member’s Equity	$	1,108,536	$	1,096,377

See accompanying notes.


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Northwest Pipeline LLC

Statement of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
	(Thousands)
OPERATING ACTIVITIES:
Net income	$	135,059	$	94,974
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization	83,852		85,659

Regulatory charges resulting from tax rate changes	—		17,637

Allowance for equity funds used during construction (equity AFUDC)	(2,085)		(1,853)
Changes in current assets and liabilities:
Trade and other accounts receivable	4,963		3,911
Affiliate receivables	280		109
Materials and supplies	137		58
Regulatory assets	(260)		(374)
Other current assets	189		(75)
Trade accounts payable	(173)		(890)
Affiliate payables	(3,032)		(2,513)
Regulatory liabilities	(125,502)		137,451
Other accrued liabilities	9,176		6,675
Other, including changes in long-term assets and liabilities:
Regulatory assets	(21,870)		(4,458)
Regulatory liabilities	(14,647)		(133,578)
Other, net	3,442		3,678
Net cash provided (used) by operating activities	69,529		206,411

FINANCING ACTIVITIES:






Cash distributions to parent	(134,800)		(108,000)
Net cash provided (used) by financing activities	(134,800)		(108,000)

INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures (1)	(77,263)		(60,637)
Contributions and advances for construction costs	3,445		10,042
Disposal of property, plant and equipment, net	(7,238)		(4,462)
Advances to affiliate, net	146,327		(43,354)


Net cash provided (used) by investing activities	65,271		(98,411)

Increase (decrease) in cash	—		—
Cash at beginning of period	—		—
Cash at end of period	$	—	$	—
____________________________________
(1) Increases to property, plant and equipment, exclusive of equity AFUDC	$	(98,340)	$	(73,267)
Changes in related accounts payable and accrued liabilities	21,077		12,630
Capital expenditures	$	(77,263)	$	(60,637)

See accompanying notes.


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Northwest Pipeline LLC

Notes to Financial Statements

(Unaudited)

Note 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), a publicly traded Delaware corporation. We own and operate an interstate natural gas pipeline system that is regulated by the Federal Energy Regulatory Commission (FERC).

General

Our accompanying interim financial statements do not include all the notes in our annual financial statements and, therefore, should be read in conjunction with our financial statements and notes thereto for the year ended December 31, 2022, in our Annual Report on Form 10-K. The accompanying unaudited financial statements include all normal recurring adjustments and others that, in the opinion of management, are necessary to present fairly our interim financial statements.

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

Note 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
	(Thousands)
Balance at beginning of period	$	14,630	$	10,198	$	12,490	$	7,943
Revenue recognized in excess of amounts invoiced	1,088		1,146		3,228		3,401
Balance at end of period	$	15,718	$	11,344	$	15,718	$	11,344


Notes (Continued)			Table of Contents

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
	(Thousands)
Balance at beginning of period	$	2,060	$	3,161	$	2,643	$	3,672
Recognized in revenue	(296)		(259)		(879)		(770)
Balance at end of period	$	1,764	$	2,902	$	1,764	$	2,902

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 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. This table excludes the variable consideration component for commodity charges. Certain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligations as of September 30, 2023 do not consider potential future performance obligations for which the renewal has not been exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.

The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of September 30, 2023.


	Contract Liabilities		Remaining Performance Obligations
	(Thousands)
2023 (three months)	$	296	$	101,092
2024 (one year)	1,178		382,253
2025 (one year)	290		339,411
2026 (one year)	—		323,891
2027 (one year)	—		320,119
Thereafter	—		2,216,067
Total	$	1,764	$	3,682,833

Accounts Receivable

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


Notes (Continued)			Table of Contents

Note 3 – Rate and Regulatory Matters

Rate Case Settlement

On November 15, 2022, the FERC approved our Petition for Approval of Pre-Filing Stipulation and Settlement Agreement (Settlement) in Docket No. RP22-1155. The Settlement establishes a new general system firm Rate Schedule TF-1 (Large Customer) daily reservation rate of $0.37250 per dekatherm (Dth) with a $0.00935/Dth commodity rate, effective January 1, 2023, resolves other rate issues, establishes a Modernization and Emission Reduction Program and satisfies our rate case filing obligation under our settlement in Docket No. RP17-346. Provisions were included in the Settlement that establish a moratorium on any Natural Gas Act of 1938, as amended (NGA) Section 4 or 5 proceedings that would seek to place new rates in effect any earlier than January 1, 2026. The Settlement also provides that we file an NGA Section 4 general rate case with rates to be effective not later than April 1, 2028, unless (a) we have entered into a pre-filing settlement or (b) a Section 5 general rate case has been filed on or before April 1, 2028.

As a result of the Settlement, in January 2023, we refunded approximately $126 million, including interest, associated with the decrease in federal tax rates due to the Tax Cuts and Jobs Act of 2017 (Tax Reform), which was recorded in Accrued liabilities - Regulatory liabilities on our Balance Sheet.

Note 4 – Contingent Liabilities and Commitments

Environmental Matters

Beginning in the mid-1980s, we evaluated many of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. We identified polychlorinated biphenyl (PCB) contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, we identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the U.S. Environmental Protection Agency (EPA) in the late 1980s, and we conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required us to re-evaluate our previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of September 30, 2023, two meter stations are still being remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of September 30, 2023, four compressor stations are still being remediated. At September 30, 2023, 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 Long-Term Liabilities - Other on the Balance Sheet. At December 31, 2022, 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 Long-Term Liabilities - Other on the 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 propose and promulgate new rules, and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, review and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations. Implementation of new or modified regulations may result in impacts to our operations and increase the cost of additions to Total property, plant, and equipment, net on the Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost of these regulatory impacts at this time.


Notes (Continued)			Table of Contents

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.

Washington State Climate Commitment Act

In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions. This program took effect on January 1, 2023, and sets a limit, or cap, on overall carbon emissions in the state and requires businesses like ours to obtain allowances equal to their annual covered carbon emissions. The state’s cap will be reduced over time to meet the state’s carbon emissions reduction targets, which means fewer carbon emissions allowances will be available to purchase each year. These allowances can be purchased through quarterly auctions hosted by the state or bought and sold on a secondary market. In 2023, we began purchasing allowances for the carbon emissions from nine of our thirteen compressor stations within the state whose annual carbon emissions exceed 25,000 metric tons of carbon dioxide equivalent. We also began purchasing allowances for our delivery of natural gas to certain of our customers and certain of our facilities in the state whose annual carbon emissions are insufficient to require their direct participation in the program. Our Settlement allows us to recover the costs of purchasing allowances under the program in our next rate case.

We record the purchased emission allowances at cost and the associated accumulated interest to a regulatory asset. The difference between the allowances held and the allowances required based on actual emissions for the period are measured using an estimate based on our most recent cost of allowances and accrued to a current liability and to a regulatory asset. At September 30, 2023, $3.3 million was included in Accrued liabilities - Other on our Balance Sheet as the estimated difference. A total of $17.1 million was included in Other Assets - Regulatory assets on our Balance Sheet, and the interest income component of the regulatory asset is reflected in Miscellaneous other (income) expense, net on our Statement of Net Income and was $0.2 million and $0.3 million for the three and nine months ended September 30, 2023, respectively.

Other Matters

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

Summary

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


Notes (Continued)			Table of Contents

Note 5 – 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 $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. In the second quarter of 2023, the maturity date of our credit agreement was extended one year and now expires October 8, 2027. One participating lender, Credit Suisse AG, New York Branch, with a commitment of approximately $194 million did not extend their commitment beyond October 8, 2026. The amended credit agreement allows the co-borrowers to request up to two extensions of the maturity date each for an additional one-year period to allow a maturity date as late as October 8, 2029, under certain circumstances. Additionally, the amended credit agreement replaces the London Interbank Offered Rate with Term Secured Overnight Financing Rate as the benchmark interest rate index. We and Transco are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers. At September 30, 2023, no letters of credit have been issued and no loans were outstanding under the credit facility.

Commercial Paper

Williams participates in a $3.5 billion commercial paper program, and Williams’ management considers amounts outstanding under this program to be a reduction of available capacity under the credit facility. At September 30, 2023, Williams had no outstanding commercial paper.

Note 6 – Fair Value Measurements

Fair Value Methods

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

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

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 were $580.9 million and $557.4 million, respectively, at September 30, 2023, and $580.1 million and $560.2 million, respectively, at December 31, 2022.

Note 7 – Transactions with Affiliates

We are a participant in Williams’ cash management program, and we make advances to and receive advances from Williams. At September 30, 2023 and December 31, 2022, our advances to Williams totaled approximately $164.3 million and $310.6 million, respectively. These advances are represented by demand notes and are classified as Receivables - Advances to affiliate on the 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 approximately 5.2 percent at September 30, 2023. The interest income from these advances was $2.1 million and $6.4 million for the three and nine months ended September 30, 2023, respectively, and $1.8 million and $2.3 million for the three and nine months ended September 30, 2022. Such interest income is included in Other (Income) and Other Expenses – Miscellaneous other (income) expense, net on the 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.


Notes (Continued)			Table of Contents

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 have recorded $20.4 million and $63.4 million for the three and nine months ended September 30, 2023, respectively and $22.9 million and $65.1 million for the three and nine months ended September 30, 2022, respectively, for these service expenses, which are primarily included in Operation and maintenance and General and administrative expenses on the Statement of Net Income.

During October 2023, we declared and paid a cash distribution of $20 million to our parent.

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

General

The following discussion should be read in conjunction with our historical Financial Statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2022 Annual Report on Form 10-K and with the Financial Statements and accompanying notes contained in this Form 10-Q.

Results of Operations

This analysis discusses financial results of our operations for the nine-month periods ended September 30, 2023 and 2022. 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.

Net Income for the first nine months of 2023 of $135.1 million increased by $40.1 million, or 42 percent when compared to the $95.0 million recognized during the first nine months of 2022 due to the following significant variances:

Operating Revenues decreased $3.8 million, or 1 percent, primarily driven by:

•$10.6 million decrease in Natural gas transportation revenues due to new rates that became effective January 1, 2023 as a result of the approval of our Settlement (also see Note 3 – Rate and Regulatory Matters), which was partially offset by higher short-term firm transportation;

•$4.9 million increase in Other revenues from higher park and loan services; and

•$2.0 million increase in Natural gas storage revenues due to an increase in storage rates effective January 1, 2023 as a result of our Settlement.

Operating Expenses decreased $38.2 million, or 17 percent, primarily due to the items below, which were also associated with the approval of our Settlement:

•$17.6 million decrease in Regulatory charges resulting from tax rate changes due to the absence of the accrual for refund related to the regulatory liability associated with Tax Reform that ended in 2022 and was refunded to customers in January 2023; and

•$14.2 million favorable change in Other (income) expense, net primarily related to the amortization of our regulatory liabilities associated with deferred taxes that were established as a result of decreases in the estimated effective federal and state income tax rates.

Other (Income) and Other Expenses had a $5.7 million favorable change primarily due to an increase in interest income on our advances to Williams due to rising interest rates.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our Senior Vice President and our Vice President and Chief Accounting Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act, 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 quarter of 2023 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 – Contingent Liabilities and Commitments, included in the Notes to Financial Statements included under Part I, Item 1. Financial Statements of this Form 10-Q, which information is incorporated by reference into this item.

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Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, includes certain risk factors that could materially affect our business, financial condition, or future results. Those Risk Factors have not materially changed.

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Item 6. Exhibits

The following instruments are included as exhibits to this report.


Exhibit						Description

2						Certificate of Conversion of Northwest Pipeline GP (filed July 3, 2013 as Exhibit 2.1 to our current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).

3.1						Certificate of Formation of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 2.2 to our current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).

3.2						Operating Agreement of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 3.1 to our current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).

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

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

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

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

101.SCH*						XBRL Taxonomy Extension Schema.

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*						XBRL Taxonomy Extension Definition Linkbase.

101.LAB*						XBRL Taxonomy Extension Label Linkbase.

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


*			Filed herewith.
**			Furnished herewith.

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SIGNATURE

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

NORTHWEST PIPELINE LLC
(Registrant)

Date:

November 1, 2023

By:

/s/ Billeigh W. Mark

Billeigh W. Mark

Controller

(Principal Accounting Officer)

NORTHWEST PIPELINE LLC 10-Q