UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September~~June 30, ~~2018~~2019



¨☐	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~~DE		26-1157701
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

295 Chipeta Way
Salt Lake City ~~Utah~~	UT	84108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(801)~~ (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 ~~and posted on its corporate Web site, if any,~~ 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¨

~~(Do not check if a smaller reporting company)~~

☐

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

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

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

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NORTHWEST PIPELINE LLC

FORM 10-Q

INDEX

~~Forward-Looking Statements~~FORWARD-LOOKING STATEMENTS

The reports, filings, and other public announcements of Northwest Pipeline LLC, may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters.

All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe, or anticipate will exist or may occur in the future are forward-looking statements. Forward-looking statements can be identified by various forms of words or phrases such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “assumes,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

Our and our ~~affiliates'~~affiliates’ future credit ratings;

Amounts and nature of future capital expenditures;

Expansion and growth of our business and operations;

Expected in-service dates for capital projects;

Financial condition and liquidity;

Business strategy;

Cash flow from operations or results of operations;

Rate case filings;

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Natural gas prices, supply, and demand; and

~~Table of Contents~~

Demand for our services.

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

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

Volatility of pricing including the effect of lower than anticipated energy commodity ~~prices and margins;~~prices;

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

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

Whether we are able to successfully identify, evaluate and timely execute our capital projects and other investment ~~opportunities in accordance with our capital expenditure budget;~~opportunities;

Our ability to successfully expand our facilities and operations;

Development and rate of adoption of alternative energy sources;

~~The~~

Availability of adequate insurance coverage and the impact of operational and ~~developmental~~development hazards and unforeseen ~~interruptions, and the availability of adequate insurance coverage;~~interruptions;

The impact of existing and future laws ~~(including, but not limited to, the Tax Cuts~~ and ~~Job Acts of 2017),~~ regulations, , the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals and achieve favorable rate proceeding outcomes;

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

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

Changes in the current geopolitical situation;

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

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

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

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

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

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

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

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differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February ~~22, 2018 and in Part II, Item 1A. Risk Factors our Quarterly Reports on Form 10-Q.~~21, 2019.

iiiii

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NORTHWEST PIPELINE LLC

STATEMENT OF ~~COMPREHENSIVE~~NET INCOME

(Thousands of Dollars)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
OPERATING REVENUES:
Natural gas transportation	$	106,425		$	112,903		$	320,499		$	342,494		$	105,465		$	105,209		$	215,348		$	214,074
Natural gas storage	3,239			3,274			9,369			9,252			4,883			3,085			9,125			6,130
Other	15			11			16			37			15			(15		)	(46		)	1
Total operating revenue	109,679			116,188			329,884			351,783			110,363			108,279			224,427			220,205
OPERATING EXPENSES:
General and administrative	11,355			12,527			35,892			40,028			14,056			11,804			26,776			24,537
Operation and maintenance	19,638			21,294			53,557			55,817			20,598			18,751			36,913			33,919
Depreciation	26,657			25,516			79,466			76,345
Depreciation and amortization													26,830			26,481			53,607			52,809
Regulatory debits	372			1,211			2,219			3,672			178			908			358			1,847
Taxes, other than income taxes	3,786			4,056			12,893			13,043			4,450			4,446			7,848			9,107
Regulatory charges resulting from tax rate changes	17,585			—			29,737			—			5,879			6,338			11,693			12,152
Other expenses, net	40			—			399			—
Other (income) expenses, net													(120		)	44			11			359
Total operating expenses	79,433			64,604			214,163			188,905			71,871			68,772			137,206			134,730

OPERATING INCOME	30,246			51,584			115,721			162,878			38,492			39,507			87,221			85,475

OTHER (INCOME) AND OTHER EXPENSES:
Interest expense	5,417			8,139			20,923			24,950			7,290			7,442			14,474			15,506
Allowance for equity and borrowed funds used during construction (AFUDC)	(632		)	(587		)	(1,619		)	(1,099		)	(750		)	(576		)	(1,256		)	(987		)
Miscellaneous other (income) expenses, net	7			(30		)	(654		)	184			(1,138		)	(181		)	(2,074		)	(661		)
Total other (income) and other expenses	4,792			7,522			18,650			24,035			5,402			6,685			11,144			13,858

NET INCOME	25,454			44,062			97,071			138,843			$	33,090		$	32,822		$	76,077		$	71,617

Other comprehensive income (loss)	—			—			—			—
COMPREHENSIVE INCOME	$	25,454		$	44,062		$	97,071		$	138,843

See accompanying notes.

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
ASSETS

CURRENT ASSETS:
Cash	$	—	$	—	$	—	$	—
Receivables:
Trade	37,062		38,884		37,374		42,143
Affiliated companies	31		1,921		18		18
Advances to affiliate	219,266		137,666		230,616		180,400
Other	1,011		2,618		1,062		970
Materials and supplies	10,117		10,084		10,070		10,046
Exchange gas due from others	1,554		2,720		1,133		4,581
Prepayments and other	2,110		6,423		3,449		8,591
Total current assets	271,151		200,316		283,722		246,749

PROPERTY, PLANT AND EQUIPMENT, at cost	3,444,227		3,396,776		3,491,473		3,457,982
Less-Accumulated depreciation and amortization	1,575,862		1,508,245		1,638,367		1,596,369
Total property, plant and equipment, net	1,868,365		1,888,531		1,853,106		1,861,613

OTHER ASSETS:
Deferred charges	632		934		890		1,277
Right-of-use assets					17,646		—
Regulatory assets	24,008		22,747		23,035		23,992
Total other assets	24,640		23,681		41,571		25,269

Total assets	$	2,164,156	$	2,112,528	$	2,178,399	$	2,133,631

See accompanying notes.

NORTHWEST PIPELINE LLC

BALANCE SHEET

(Thousands of Dollars)

(Unaudited)


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
LIABILITIES AND MEMBER’S EQUITY

CURRENT LIABILITIES:
Payables:
Trade	$	15,507	$	11,053	$	18,656	$	12,839
Affiliated companies	11,588		11,298		10,153		26,532
Accrued liabilities:
Taxes, other than income taxes	16,530		11,617		11,920		11,496
Interest	12,019		3,677		5,505		5,505
Exchange gas due to others	2,903		4,500		3,297		11,660
Exchange gas offset	51		1,499
Customer advances	509		2,092		2,081		788
Other	3,128		6,655		4,653		7,386
Long-term debt due within one year	—		249,874
Total current liabilities	62,235		302,265		56,265		76,206

LONG-TERM DEBT	576,494		331,748		576,572		576,168

OTHER NONCURRENT LIABILITIES:
Asset retirement obligations	68,289		67,100		71,525		69,350
Regulatory liabilities	282,260		246,504		306,586		290,430
Lease liability					16,346		—
Other	1,626		1,730		386		835
Total other noncurrent liabilities	352,175		315,334		394,843		360,615

CONTINGENT LIABILITIES AND COMMITMENTS (Note 4)
CONTINGENT LIABILITIES AND COMMITMENTS (Note 5)

MEMBER’S EQUITY:
Member’s capital	1,073,892		1,073,892		1,073,892		1,073,892
Retained earnings	99,360		89,289		76,827		46,750
Total member’s equity	1,173,252		1,163,181		1,150,719		1,120,642

Total liabilities and member’s equity	$	2,164,156	$	2,112,528	$	2,178,399	$	2,133,631

See accompanying notes.

NORTHWEST PIPELINE LLC

STATEMENT OF MEMBER’S EQUITY

(Thousands of Dollars)

(Unaudited)



	Three months ended June 30,
	2019			2018
MEMBER'S CAPITAL:
Balance at beginning and end of period	$	1,073,892		$	1,073,892
RETAINED EARNINGS:
Balance at beginning of period	68,737			94,083
Net income	33,090			32,822
Cash distributions to parent	(25,000		)	(53,000		)
Balance at end of period	76,827			73,905
Total Member's Equity	$	1,150,719		$	1,147,797



	Six months ended June 30,
	2019			2018
MEMBER'S CAPITAL:
Balance at beginning and end of period	$	1,073,892		$	1,073,892
RETAINED EARNINGS:
Balance at beginning of period	46,750			89,288
Net income	76,077			71,617
Cash distributions to parent	(46,000		)	(87,000		)
Balance at end of period	76,827			73,905
Total Member's Equity	$	1,150,719		$	1,147,797

See accompanying notes.

NORTHWEST PIPELINE LLC

STATEMENT OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)


	Nine months ended September 30,						Six months ended June 30,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	97,071		$	138,843		$	76,077		$	71,617
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	79,466			76,345
Depreciation and amortization							53,607			52,809
Regulatory debits	2,219			3,672			358			1,847
Regulatory charges resulting from tax rate changes (Note 3)	29,737			—
Regulatory charges resulting from tax rate changes							11,693			12,152
Amortization of deferred charges and credits	658			1,025			(1,129		)	450
Allowance for equity funds used during construction	(1,262		)	(839		)
Allowance for equity funds used during construction (equity AFUDC)							(1,003		)	(767		)
Changes in current assets and liabilities:
Trade and other accounts receivable	3,429			2,590			3,302			4,330
Affiliated receivables	1,890			(877		)	—			250
Exchange gas due from others	1,166			1,604
Materials and supplies	(33		)	36			(25		)	55
Other current assets	4,313			(494		)	8,590			538
Trade accounts payable	(449		)	(154		)	(1,919		)	(1,307		)
Affiliated payables	290			(2,794		)	(16,379		)	(4,121		)
Exchange gas due to others	(1,166		)	(1,603		)
Other accrued liabilities	7,615			19,390			(8,031		)	(4,197		)
Changes in noncurrent assets and liabilities:
Deferred charges and regulatory assets	(6,575		)	(423		)
Noncurrent liabilities	4,996			692
Regulatory liabilities							1,559			1,139
Other, net							931			(603		)
Net cash provided by operating activities	223,365			237,013			127,631			134,192

Cash flows from financing activities:
Proceeds from long-term debt	246,395			249,102
Retirement of long-term debt	(250,000		)	(185,000		)	—			(250,000		)
Debt issuance costs	(1,938		)	(2,082		)
Payments for debt issuance costs							(58		)	(177		)
Advances from affiliates, net							—			90,069
Cash distributions to parent	(87,000		)	(148,000		)	(46,000		)	(87,000		)
Net cash used in financing activities	(92,543		)	(85,980		)	(46,058		)	(247,108		)

Cash flows from investing activities:
Property, plant and equipment:
Capital expenditures, net of equity AFUDC*	(50,100		)	(58,020		)
Capital expenditures*							(31,705		)	(25,202		)
Contributions and advances for construction costs	1,535			440			412			1,138
Disposal of property, plant and equipment, net	(657		)	(934		)	(64		)	(686		)
Advances to affiliates, net	(81,600		)	(92,519		)	(50,216		)	137,666
Net cash used in investing activities	(130,822		)	(151,033		)
Net cash provided by (used in) investing activities							(81,573		)	112,916

NET INCREASE (DECREASE) IN CASH	—			—			—			—
CASH AT BEGINNING OF PERIOD	—			—			—			—
CASH AT END OF PERIOD	$	—		$	—		$	—		$	—
____________________________________
* Increases to property, plant and equipment	$	(55,105	)	$	(62,742	)
* Increases to property, plant and equipment, exclusive of equity AFUDC							$	(37,510	)	$	(30,806	)
Changes in related accounts payable and accrued liabilities	5,005			4,722			5,805			5,604
Capital expenditures, net of equity AFUDC	$	(50,100	)	$	(58,020	)
Capital expenditures							$	(31,705	)	$	(25,202	)

See accompanying notes.

NORTHWEST PIPELINE LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

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

Northwest ~~was~~is indirectly owned ~~by Williams Partners L.P. (WPZ), a publicly traded Delaware limited partnership, which was consolidated~~ by The Williams Companies, Inc. (Williams). On August 10, 2018, Williams completed a merger with WPZ, pursuant to which Williams acquired all of the approximately 256 million publicly held outstanding common units of WPZ in exchange for 382 million shares of Williams' common stock (WPZ Merger). Williams continued as the surviving entity. Northwest is now indirectly owned by Williams.

General

The accompanying unaudited interim financial statements have been prepared from our books and records. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. The unaudited interim financial statements include all normal recurring adjustments and others which, in the opinion of our management, are necessary to present fairly our interim financial statements. These interim unaudited financial statements should be read in conjunction with the financial statements and notes thereto in our ~~2017~~2018 Annual Report on Form ~~10-K.~~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 ~~May 2014,~~February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09 establishing Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (ASU 2015-14). Per ASU 2015-14, the standard became effective for interim and annual reporting periods beginning after December 15, 2017.

We adopted the provisions of ASC 606 effective January 1, 2018, utilizing the modified retrospective transition method for all contracts with customers, which included applying the provisions of ASC 606 beginning January 1, 2018, to all contracts not completed as of that date. There was no cumulative effect adjustment to retained earnings upon initially applying ASC 606 for periods prior to January 1, 2018.

For each revenue contract type, we conducted a formal contract review process to evaluate the impact of ASC 606. As a result of the adoption of ASC 606, there are no changes to the timing of our revenue recognition or differences in the presentation in our condensed consolidated financial statements from those under the previous revenue standard. (See Note 2.)

~~Accounting Standards Issued But Not Yet Adopted~~

In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. ASU 2016-13 requires varying transition methods for the different categories of amendments. We do not expect ASU 2016-13 to have a significant impact on our financial statements.

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

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

We ~~are in the process of finalizing~~completed our review of contracts to identify leases based on the modified definition of a lease and ~~identifying~~implemented changes to our internal controls to support management in the accounting for and disclosure of leasing activities upon adoption of ASU 2016-02. We implemented a financial lease accounting system to assist management in the accounting for leases upon adoption. ~~While we are still in the process of completing our implementation evaluation of ASU 2016-02, we currently believe the~~The most significant changes to our financial statements as a result of adopting ASU 2016-02 relate to the recognition of a $17.8

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

Accounting Standards Issued But Not Yet Adopted

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

2. REVENUE RECOGNITION

~~Our customers are comprised of public utilities, municipalities, gas marketers and producers, direct industrial users, and electrical generators.~~

A performance obligation is a promise in a contract to transfer a distinct good or service (or integrated package of goods or services) to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue, when, or as, the performance obligation is satisfied. A performance obligation is distinct if the service is separately identifiable from other items in the integrated package of products or services and if a customer can benefit from it on its own or with other resources that are readily available to the customer. Service revenue contracts contain a series of distinct services, with the majority of our contracts having a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided by our performance.

Certain customers reimburse us for costs we incur associated with construction of property, plant, and equipment utilized in our operations. As a rate-regulated entity applying ASC 980 "Regulated Operations" (Topic 980), we follow Federal Energy Regulatory Commission (FERC) guidelines with respect to reimbursement of construction costs. FERC tariffs only allow for cost reimbursement and are non-negotiable in nature; thus, the construction activities do not represent an ongoing major and central

~~operation of our gas pipelines business and are not within the scope of ASC 606. Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed assets.~~

~~Service Revenues~~

We are subject to regulation by certain state and federal authorities, including the FERC, with revenue derived from both firm and interruptible transportation and storage contracts. Firm transportation and storage agreements provide for a reservation charge based on the pipeline or storage capacity reserved, and a commodity charge based on the volume of natural gas scheduled, each at rates specified in our FERC tariffs or as negotiated with our customers, with contract terms that are generally long-term in nature. Most of our long-term contracts contain an evergreen provision, which allows the contracts to be extended beyond the specified contract term and until terminated generally by either us or the customer, but in certain cases unilaterally by the customer, with advance notice of termination ranging from one to five years. Interruptible transportation and storage agreements provide for a volumetric charge based on actual commodity transportation or storage utilized in the period in which those services are provided, and the contracts are generally limited to one month periods or less. Our performance obligations include the following:

Guaranteed transportation or storage under firm transportation and storage contracts - an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;

Interruptible transportation and storage under interruptible transportation and storage contracts - an integrated package of services typically constituting a single performance obligation, which includes receiving, transporting or storing (as applicable), and redelivering commodities upon nomination by the customer.

In situations where we consider the integrated package of services as a single performance obligation, which represents a majority of our contracts with customers, we do not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to stand ready (with regard to firm transportation and storage contracts), receive, transport or store, and redeliver natural gas to the customer; therefore, revenue is recognized at the completion of the integrated package of services and represents a single performance obligation.

We recognize revenues for reservation charges over the performance obligation period, which is the contract term, regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges from both firm and interruptible transportation services and storage services are recognized based on volumes of natural gas scheduled for delivery at the agreed upon delivery point or based on volumes of natural gas scheduled for injection or withdrawn from the storage facility because they specifically relate to our efforts to provide these distinct services. Generally, reservation charges and commodity charges are recognized as revenue in the same period they are invoiced to our customers. As a result of the ratemaking process, certain amounts collected by us may be subject to refunds upon the issuance of final orders by the FERC in pending rate proceedings. We record estimates of rate refund liabilities considering our and other third-party regulatory proceedings, advice of counsel, and other risks.

In the course of providing transportation services to customers, we may receive different quantities of natural gas from customers than the quantities delivered on behalf of those customers. The resulting imbalances are typically settled through the receipt or delivery of gas in the future. Customer imbalances to be repaid or recovered in-kind are recorded as ~~Exchange gas due from others~~ or ~~Exchange gas due to others~~ ~~in our Balance Sheet. The difference between exchange gas due to us from customers and the exchange gas that we owe to customers is included in the~~ ~~Exchange gas offset~~ in our Balance Sheet. These imbalances are valued at the average of the spot market rates at the Canadian border and the Rocky Mountain market as published in the SNL Financial "Bidweek Index - Spot Rates." Settlement of imbalances requires agreement between the pipelines and shippers as to allocations of volumes to specific transportation contracts and timing of delivery of gas based on operational conditions.

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 ~~Comprehensive Income.~~Net Income.

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

Remaining Performance Obligations

The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of ~~September~~June 30, ~~2018.~~2019. These primarily include reservation charges on contracted capacity on our firm transportation and

storage contracts with customers. Amounts from certain contracts included in the table below, ~~reflect the rates from such services,~~ which are subject to the periodic review and approval by the FERC, reflect the rates for such services in our current FERC tariffs for the life of the related contracts; however, these rates may change based on future rate cases or settlements approved by the FERC and the amount and timing of these changes is not currently known. ~~As a practical expedient permitted by ASC 606, this~~This table excludes the variable consideration component for commodity charges that will be recognized in future periods. ~~As noted above, certain~~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, ~~2018, does~~2019, do not consider potential future performance obligations for which the renewal has not been exercised. The table below also does not include contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.



	(Thousands)
2019 (remainder)	$	216,358
2020	419,453
2021	392,995
2022	381,785
2023	350,117
Thereafter	2,951,500
Total	$	4,712,208

(Thousands)
2018 (remainder) $ 109,299
2019 426,863
2020 400,981
2021 377,760
2022 371,918
2023 328,618
Thereafter 1,778,734
Total $ 3,794,173

Accounts Receivable

We do not offer extended payment terms and typically receive payment within one month. We consider receivables past due if full payment is not received by the contractual due date. Our credit risk exposure in the event of nonperformance by the other parties is limited to the face value of the receivables. We perform ongoing credit evaluations of our customers' financial condition and require collateral from our customers, if necessary. Due to our customer base, we have not historically experienced recurring credit losses in connection with our receivables.

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

3. LEASES

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

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

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



	Three Months Ended June 30,		Six Months Ended June 30,
	2019
	(Thousands)
Lease Cost:
Operating lease cost	$	557	$	1,077
Variable lease cost	277		538
Total lease cost	$	834	$	1,615

Cash paid for amounts included in the measurement of operating lease liabilities	$	591	$	1,026


			June 30, 2019
			(Thousands)
Other Information:
Right-of-use assets			$	17,646
Operating lease liabilities:
Current (included in Other in our Balance Sheet)			$	1,274
Lease liability			$	16,346
Weighted-average remaining lease term - operating leases (years)			12
Weighted-average discount rate - operating leases			5		%

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



	(Thousands)
2019 (remainder)	$	980
2020	2,045
2021	2,014
2022	2,009
2023	1,943
Thereafter	14,644
Total future lease payments	23,635
Less amount representing interest	6,015
Total obligations under operating leases	$	17,620

3.4. RATE AND REGULATORY MATTERS

~~Rate Case Settlement Filing~~FERC Developments

On ~~January 23, 2017, we filed for~~March 21, 2019, the FERC ~~approval~~issued a ~~Stipulation and Settlement Agreement (Settlement) and were assigned~~Notice of Inquiry (NOI) in Docket No. ~~RP17-346. The Settlement specified an annual cost~~PL19-4-000, seeking comments regarding whether and, if so, how FERC should revise its policies for determining the base return on equity (ROE) used in setting rates charged by jurisdictional public utilities. FERC also seeks comment on, among other things, whether FERC should change its ROE policies for interstate natural gas and oil pipelines to align with its policy for electric public utilities. FERC’s action follows a decision from the United States Court of ~~service~~Appeals for the District of ~~$440 million~~Columbia Circuit, which vacated and ~~established~~remanded a series of earlier FERC orders establishing a new general system firm Rate Schedule TF-1 (Large Customer) demand rate of $0.39294/Dth with a $0.00832 commodity rate (Phase 1) and a demand rate of $0.39033/Dth with a $0.00832 commodity rate (Phase 2). Phase 1 rates became effective January 1, 2018 and Phase 2 rates became effective October 1, 2018. The annual cost of service did not change from Phase 1 to Phase 2, but the Phase 2 rates reflect the termination of fifteen-year levelized contracts which became Rate Schedule TF-1 (Large Customer) contracts. Provisions were includedbase ROE for certain electric transmission owners. Following that decision, FERC proposed in the ~~Settlement~~remanded proceedings that ~~we can file~~it rely on four financial models to establish ROEs for the affected utilities rather than rely primarily on its long-used, two-step Discounted Cash Flow model. In the NOI, FERC poses a ~~general rate case~~series of questions and invited comments on this proposed new approach, including whether it should apply the new approach to ~~place new rates into effect after October 1, 2018,~~future proceedings involving interstate natural gas and ~~that a~~oil pipeline ROEs. We currently are monitoring this proceeding. Our next general rate case must be filed for new rates to become effective no later than January 1, 2023.

~~Tax Reform~~

Rates charged to our customers are subject to the rate-making policies of the FERC. These policies permit an interstate pipeline to include in its cost-of-service an income tax allowance that includes a deferred income tax component. The recently enacted Tax Cuts and Jobs Act signed into law on December 22, 2017 (Tax Reform), among other things, reduces the corporate federal income tax rates. As part of our Settlement discussed above, we agreed with our customers to record a regulatory asset or liability for federal income tax rate increases or decreases due to subsequent legislation, such as Tax Reform. Therefore, we have established a regulatory liability of $17.6 million as of September 30, 2018, included within ~~Regulatory Liabilities~~ ~~in our Balance Sheet. This liability will be amortized over a five-year period, coincidental with the next rate case going into effect.~~

~~As a result of the WPZ Merger, we also recorded a $12.1 million state tax regulatory liability associated with a decrease in our estimated state income tax rate.~~

~~Recent FERC Developments~~

On March 15, 2018, the FERC issued a revised policy statement (the March 15 Statement) in Docket No. PL17-1 regarding the recovery of income tax costs in rates of natural gas pipelines. The FERC found that an impermissible double recovery results from granting a Master Limited Partnership (MLP) pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. As a result, the FERC will no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. One of the benefits of the recent WPZ Merger is to allow us to continue to recover an income tax allowance in our cost of service rates.

On July 18, 2018, the FERC issued an order dismissing the requests for rehearing and clarification of the revised policy statement. In addition, the FERC provided guidance that an MLP pipeline (or other pass-through entity) no longer recovering an income tax allowance pursuant to the revised policy may eliminate previously accumulated deferred income taxes (ADIT) from its cost of service instead of flowing these previously accumulated ADIT balances to ratepayers. This guidance, if implemented, would significantly mitigate the impact of the March 15 Statement. However, the FERC stated that the revised policy statement and such guidance do not establish a binding rule, but are instead expressions of general policy intent designed to provide guidance by notifying entities of the course of action the FERC intends to follow in future adjudications. To the extent the FERC addresses these issues in future proceedings, it will consider any arguments regarding not only the application of the revised policy to the facts of the case, but also any arguments regarding the underlying validity of the policy itself. The FERC's guidance on ADIT likely will be challenged by customers and state commissions, which would result in a long period of revenue uncertainty for pipelines eliminating ADIT from their cost of service. The WPZ Merger has the additional benefit of eliminating this uncertainty.

On March 15, 2018, the FERC also issued a Notice of Proposed Rulemaking in Docket No. RM18-11 proposing a filing process that will allow it to determine which natural gas pipelines may be collecting unjust and unreasonable rates in light of the recent reduction in the corporate income tax rate in Tax Reform and the revised policy statement. On July 18, 2018, the FERC issued a Final Rule in the docket, retaining the filing requirement and reaffirming the options that pipelines have to either reflect the reduced tax rate or explain why no rate change is necessary. The FERC also clarified that a natural gas company organized as a pass-through entity all of whose income or losses are consolidated on the federal income tax return of its corporate parent is considered to be subject to the federal corporate income tax, and is thus eligible for a tax allowance. We believe this Final Rule and the previously discussed WPZ Merger allow for the continued recovery of income tax allowances in Northwest Pipeline’s rates. On October 19, 2018, we filed in Docket No. RP19-106, a petition requesting that the Commission waive our FERC Form No. 501-G filing requirement under this Final Rule because the reduction in the corporate income tax in Tax Reform is already addressed in our Settlement.

On March 15, 2018, the FERC also issued a Notice of Inquiry in Docket No. RM18-12 seeking comments on the additional impacts of Tax Reform on jurisdictional rates, particularly whether, and if so how, the FERC should address changes relating to ADIT amounts after the corporate income tax rate reduction and bonus depreciation rules, as well as whether other features of Tax Reform require FERC action. We are evaluating the impact of these developments and currently expect any associated impacts would be prospective and determined through subsequent rate proceedings. We also continue to monitor developments that may impact our regulatory liabilities resulting from Tax Reform. It is reasonably possible that our future tariff-based rates collected may be adversely impacted.

4.5. CONTINGENT LIABILITIES AND COMMITMENTS

Environmental Matters

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

Beginning in the mid-1980s, we evaluated many of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. We identified polychlorinated biphenyl (PCB) contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, we identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with

the U.S. Environmental Protection Agency (EPA) in the late 1980s, and we conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required us to re-evaluate our previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of ~~September~~June 30, ~~2018,~~2019, all of the meter stations have been remediated. ~~Initial assessments~~During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of June 30, 2019, 10 compressor stations have been ~~completed at all thirteen compressor stations~~remediated. At June 30, 2019 we had accrued liabilities totaling approximately $1.9 million, $1.6 million recorded in ~~Washington. Additional assessments are ongoing at one of these compressor stations. Remediation has been completed at twelve of~~Accrued liabilities - Other and $0.3 million recorded in Other Noncurrent Liabilities - Other in the thirteen compressor stations. On the basis of the findings to date, we estimate that environmental assessment and remediation costs will total approximately $2.8 million, measured on an undiscounted basis, and are expected to be incurred through 2022.accompanying Balance Sheet. At ~~September 30, 2018 and~~ December 31, ~~2017,~~2018 we had accrued liabilities totaling approximately ~~$2.8~~$2.0 million, ~~and $3.0 million, respectively, accrued for these costs,~~ $1.3 million recorded in Accrued ~~liabilities-Other~~ liabilities - Other and $0.7 million recorded in ~~both periods and $1.5 million and $1.7 million, respectively in~~ Other ~~noncurrent liabilities-Other~~ Noncurrent Liabilities - Otherin the accompanying Balance Sheet. We are conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs.

The EPA and various state regulatory agencies routinely promulgate and propose new rules, and issue updated guidance to existing rules. ~~More recent rules and~~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~~one-hour nitrogen dioxide emissions, and volatile organic compound and methane new source performance standards impacting design and operation of storage vessels, pressure valves, and compressors. ~~On October 1, 2015, the~~The EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ~~ozone, setting a stricter standard of 70 parts per billion.~~ozone. We are monitoring the rule’s implementation as ~~the reduction~~it will trigger additional federal and state regulatory actions that may impact our operations. Implementation of the regulations is expected to result in impacts to our operations and increase the cost of additions to ~~Total property,~~Property, plant, and equipment - net in the Balance Sheet for both new and existing facilities in affected areas. We are unable to reasonably estimate the cost of additions that may be required to meet the regulations at this time due to uncertainty created by various legal challenges to these regulations and the need for further specific regulatory guidance.

Other Matters

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

Summary

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

5.6. DEBT AND FINANCING ARRANGEMENT

Credit Facility

~~Effective August 2018, we,~~We, along with Williams and Transcontinental Gas Pipe Line Company, LLC (Transco) (the “borrowers”), ~~entered into and~~ are party to a ~~credit facility~~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. ~~Total letter~~We and Transco are each subject to a $500 million borrowing sublimit. Letter of credit ~~capacity~~commitments of $1.0 billion are, subject to the $500 million borrowing sublimit applicable to us and Transco, available to ~~Williams under this credit facility is $1 billion. We are able to borrow up to $500 million under this credit facility to~~ the ~~extent not otherwise utilized by the other co-borrowers.~~borrowers. At ~~September~~June 30, ~~2018~~,2019, no letters of credit have been issued and no loans were outstanding under the credit facility.

~~On August 10, 2018, following the consummation of the WPZ Merger, WPZ's $3 billion~~

Williams participates in a commercial paper program, ~~was discontinued~~ and ~~Williams entered into a new $4 billion commercial paper program.~~ Williams management considers amounts outstanding under this program to be a reduction of available capacity under the credit facility. The program allows a maximum outstanding amount at anytime of $4.0 billion of unsecured commercial paper notes. At ~~September~~June 30, ~~2018~~,2019, Williams had ~~approximately $824 million in~~no outstanding commercial ~~paper outstanding.~~

~~Issuance and Retirement of Long-Term Debt~~

On April 3, 2017, we issued $250 million of 4.0 percent senior unsecured notes due 2027 to investors in a private debt placement adding to our existing senior unsecured notes. We used the net proceeds to retire $185 million of 5.95 percent senior unsecured notes that matured on April 15, 2017, and for general corporate purposes. As part of the issuance, we entered into a registration rights agreement with the initial purchasers of the unsecured notes. Under the terms of the agreement, we were obligated to file

and consummate a registration statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer. We have filed the registration statement, which became effective in January 2018. The exchange offer was completed on~~March 1,2018.~~

On June 15, 2018, we repaid the $250 million, 6.05 percent senior unsecured notes that matured on that date, utilizing WPZ's cash management program by calling the advances due to us by WPZ combined with a short-term note payable to WPZ.

On August 24, 2018, we issued $250 million of our 4.0 percent senior unsecured notes due 2027 to investors in a private debt placement through an add-on to our existing issue. We used the net proceeds to repay the intercompany debt owed to Williams (formerly WPZ) in connection with the repayment of Northwest Pipeline’s 6.05 percent senior notes at their maturity on June 15, 2018, and for general corporate purposes. As part of the add-on issuance, we entered into a registration rights agreement with the initial purchasers of the unsecured notes. Under the terms of the agreement, we are obligated to file and consummate a registration statement for an offer to exchange the notes for a new issue of our existing notes, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer. Northwest Pipeline is required to provide a shelf registration statement to cover resales of the notes under certain circumstances. If Northwest Pipeline fails to fulfill these obligations, additional interest will accrue on the affected securities. The rate of additional interest will be 0.25 percent per annum on the principal amount of the affected securities for the first 90-day period immediately following the occurrence of a registration default, increasing by an additional 0.25 percent per annum with respect to each subsequent 90-day period thereafter, up to a maximum amount for all such registration defaults of 0.5 percent annually. Following the cure of any registration defaults, the accrual of additional interest will cease.paper.

6.7. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

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

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

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, including current maturities, were ~~$576.5~~$576.6 million and ~~$579.0~~$623.7 million, respectively, at ~~September~~June 30, ~~2018~~2019, and ~~$581.6~~$576.2 million and ~~$608.8~~$577.1 million, respectively, at December 31, ~~2017~~2018.

7.8. TRANSACTIONS WITH AFFILIATES

We are a participant in Williams’ cash management program, ~~(See Note 1),~~ and we make advances to and receive advances from Williams. At ~~September~~June 30, 2019, our advances to Williams totaled approximately $230.6 million and at December 31, 2018, our advances to Williams totaled approximately ~~$219.3 million and at~~ ~~December 31, 2017, our advances to WPZ totaled approximately~~ ~~$137.7 million~~.$180.4 million. These advances are represented by demand notes and are classified as Receivables - Advances to affiliate in the accompanying Balance Sheet. The interest rate on these intercompany demand notes is based upon the daily overnight investment rate paid on Williams’ excess cash at the end of each month, which was ~~1.99~~2.27 percent at ~~September~~June 30, ~~2018~~.2019. The interest income from these advances was ~~minimal during~~$1.2 million and $2.2 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019, respectively, and ~~September~~$0.4 million and $0.9 million for the three and six months ended June 30, ~~2017~~.2018, respectively. Such interest income is included in Other (Income) and Other Expenses – Miscellaneous other (income) expenses, net on the accompanying Statement of ~~Comprehensive~~Net Income.

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

to us of our costs of doing business incurred by Williams. We were billed ~~$22.5~~$26.8 million and ~~$68.3~~$48.9 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~,2019, respectively, and ~~$22.8~~$23.6 million and ~~$69.0~~$45.7 million infor the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, for these services. Such expenses are primarily included in General and administrative and Operation and maintenance expenses on the accompanying Statement of ~~Comprehensive~~Net Income. The amount billed to us for the six months ended June 30, 2019, includes $3.2 million recognized in the second quarter for estimated severance and related costs driven by a voluntary separation program associated with a review of Williams' enterprise cost structure.

During the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, we declared and paid cash distributions to our parent of ~~$87.0~~$46.0 million and ~~$148.0~~$87.0 million, respectively. During ~~October 2018,~~July 2019, we declared and paid an additional cash distribution of ~~$87.0~~$32.0 million to our parent.

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

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

GENERAL

The following discussion should be read in conjunction with the Management’s Discussion and Analysis, Financial Statements, and Notes contained in Items 7 and 8 of our ~~2017~~2018 Annual Report on Form 10-K and with the Financial Statements and Notes contained in this Form 10-Q.

On August 10, 2018, Williams completed a merger with Williams Partners L.P. (WPZ), pursuant to which Williams acquired all of the approximately 256 million publicly held outstanding common units of WPZ in exchange for 382 million shares of Williams' common stock (WPZ Merger). Williams continued as the surviving entity.

On March 15, 2018, the FERC issued a revised policy statement (the March 15 Statement) in Docket No. PL17-1 regarding the recovery of income tax costs in rates of natural gas pipelines. The FERC found that an impermissible double recovery results from granting a Master Limited Partnership (MLP) pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. As a result, the FERC will no longer permit a MLP pipeline to recover an income tax allowance in its cost of service. The FERC further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. One of the benefits of the recent WPZ Merger is to allow us to continue to recover an income tax allowance in our cost of service rates.

On July 18, 2018, the FERC issued an order dismissing the requests for rehearing and clarification of the revised policy statement. In addition, the FERC provided guidance that an MLP pipeline (or other pass-through entity) no longer recovering an income tax allowance pursuant to the revised policy may eliminate previously accumulated deferred income taxes (ADIT) from its cost of service instead of flowing these previously accumulated ADIT balances to ratepayers. This guidance, if implemented, would significantly mitigate the impact of the March 15 Statement. However, the FERC stated that the revised policy statement and such guidance do not establish a binding rule, but are instead expressions of general policy intent designed to provide guidance by notifying entities of the course of action the FERC intends to follow in future adjudications. To the extent the FERC addresses these issues in future proceedings, it will consider any arguments regarding not only the application of the revised policy to the facts of the case, but also any arguments regarding the underlying validity of the policy itself. The FERC’s guidance on ADIT likely will be challenged by customers and state commissions, which would result in a long period of revenue uncertainty for pipelines eliminating ADIT from their cost of service. The WPZ Merger has the additional benefit of eliminating this uncertainty.

~~CRITICAL ACCOUNTING ESTIMATES~~

In December 2017, Tax Reform was enacted, which, among other things, reduced the corporate income tax rate from 35 percent to 21 percent. Rates charged to our customers are subject to the rate-making policies of the FERC, which have historically permitted the recovery of an income tax allowance that includes a deferred income tax component. Considering Tax Reform and

the WPZ Merger, as well as the collection of historical rates that reflected both historical federal and state income tax rates, we expect that we will be required to return amounts to certain customers through future rates and have accordingly established federal and state regulatory liabilities of $206.5 million and $12.1 million, respectively, as of September 30, 2018. The timing and actual amount of such return will be subject to future negotiations regarding this matter and many other elements of cost-of-service rate proceedings, including other costs of providing service.

RESULTS OF OPERATIONS

Analysis of Financial Results

This analysis discusses financial results of our operations for the ~~nine~~six-month periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018. Variances due to changes in natural gas prices and transportation volumes have little impact on revenues, because under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in our transportation rates.

Our operating revenues ~~decreased $21.9~~increased $4.2 million, or 2 percent, in the first ~~nine~~six months of ~~2018~~2019 as compared with the first ~~nine~~six months of ~~2017~~2018 primarily due to higher natural gas storage revenues of $3.0 million ($1.4 million increase in liquefaction, $1.1 million increase in Park and Loan services and $0.4 million increase in interruptible storage services) and a $0.5 million increase in short-term fixed demand transportation services. In addition, natural gas transportation revenues increased $0.7 million resulting from a contract modification and the ~~reduction~~start of ~~our rates as~~ a ~~result of the Settlement of our rate case Docket No. RP17-346 that became effective January 1, 2018.~~new redelivery contract. In the periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, transportation services accounted for 9796 percent and gas storage services accounted for 34 percent of our operating revenues.

Operating expenses increased ~~$25.1~~$2.5 million, or 132 percent, for the first ~~nine~~six months of ~~2018~~2019 as compared to the same period in ~~2017,~~2018, mostly due to $3.2 million for estimated severance and related costs driven by a ~~$17.6 million regulatory charge per our Settlement related to Tax Reform and a $12.1 million regulatory charge related to establishing a regulatory liability~~voluntary separation program associated with a ~~decrease~~review of Williams' enterprise cost structure, $1.0 million in ~~our estimated state tax rate following the WPZ Merger,~~higher contractor services costs related to pipeline inspection initiatives, $0.8 million in higher depreciation, and $0.6 lower capitalized labor as a result of fewer capital projects ongoing in 2019. The increase was partially offset by a decrease of $1.6 million primarily associated with a property tax adjustment and $1.5 million lower ~~salaries and wages~~costs related to the expiration of ~~employees and lower charges from affiliates.~~certain levelized incremental evergreen contracts in 2018.

Interest expense decreased $4$1.0 million, or 7 percent, as a result of ~~a lower~~the repayment of our 6.05 percent senior notes on June 15, 2018, partially offset by the interest ~~rate and timing~~on the additional $250 million of ~~the recent debt issuance.~~4.0 percent senior unsecured notes issued on August 24, 2018.

~~Pipeline Projects~~

The North Seattle Lateral Upgrade (Project) involves an expanded delivery capabilities of Northwest’s North Seattle Lateral. On July 19, 2018, we received the FERC order granting a certificate of public convenience and necessity. The Project consists of the removal and replacement of approximately 5.9 miles of 8-inch diameter pipeline with new 20-inch diameter pipeline. We plan to place the Project into service as early as the fourth quarter of 2019, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase the delivery capacity by approximately 159 MDth/d.

Item 4. Controls and Procedures

Our management, including our Senior Vice President—West and our Vice President and Chief Accounting Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Senior Vice President—West and our Vice President and Chief Accounting Officer. Based upon that evaluation, our Senior Vice President—West and our Vice President and Chief Accounting Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the ~~third~~second quarter of ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

The additional information called for by this item is provided in Note 2.5. Contingent Liabilities and Commitments, included in the Notes to Financial Statements included under Part 1, Item 1. Financial Statements of this Form 10-Q, which information is incorporated by reference into this item.

Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, includes ~~certain~~ risk factors that could materially affect our business, financial condition, or future results. Those risk factors have not materially ~~changed, except that the following risk factors are no longer applicable:~~

~~in the Form 10-K, the risk factor captioned:~~

The amount of income taxes that we will be allowed to recover will be determined by the outcome of future rate cases and any potential action taken by the FERC in response to its recent Notice of Inquiry;~~and~~

~~in the Form 10-Q for the period ending June 30, 2018, the risk factor captioned:~~

The FERC recently issued a policy statement that reversed its 2005 income tax policy that permitted master limited partnership (MLP) interstate oil and natural gas pipelines to recover an income tax allowance in cost of service rates, which if implemented, may adversely impact our financial condition and future results of operations.

changed.

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).

~~10.1~~		Credit Agreement dated as of July 13, 2018, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on July 17, 2018 as Exhibit 10.1 to The Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).

~~10.2~~		Registration Rights Agreement, dated August 24, 2018 between Northwest Pipeline LLC and the initial purchasers listed therein (filed on August 24, 2018 as Exhibit 10.1 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.

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*	Filed herewith.
**	Furnished herewith.

SIGNATURE

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




			NORTHWEST PIPELINE LLC
			Registrant

Date:	August 1, 2019	By:	/s/ ~~Ted T. Timmermans~~Kathleen R. Hambleton
			~~Ted T. Timmermans~~Kathleen R. Hambleton ~~Vice President and Chief Accounting Officer~~
			Controller
			(Principal Accounting Officer)

~~Date:~~ ~~November 1, 2018~~



	Page
PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements -

Statement of ~~Comprehensive~~Net Income — Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	1

Balance Sheet — ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018	2

Statement of ~~Cash Flows~~Member's Equity — ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	4

~~Notes to Financial Statements~~Statement of Cash Flows — Six Months Ended June 30, 2019 and 2018	5

Notes to Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12

Item 4. Controls and Procedures	13

~~Item 4. Controls and Procedures~~	15

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings	1613

Item ~~1A. Risk~~1A.Risk Factors	1613

Item 6. Exhibits	1714



	(Thousands)
2018 (remainder)	$	109,299
2019	426,863
2020	400,981
2021	377,760
2022	371,918
2023	328,618
Thereafter	1,778,734
Total	$	3,794,173