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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~September 30, 2022


☐			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: (~~918~~800) ~~573~~945-~~2000~~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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


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Northwest Pipeline LLC

Index

			Page
Part I. Financial Information
Item 1. Financial Statements
Statement of Net Income – Three and Six Months Ended June 30, 2022 and 2021			4
Statement of Net Income – Three and Nine Months Ended September 30, 2022 and 2021			4
Balance Sheet – June 30, 2022 and December 31, 2021			5
Balance Sheet – September 30, 2022 and December 31, 2021			5
Statement of Changes in Member’s Equity – Three and Six Months Ended June 30, 2022 and 2021			7
Statement of Changes in Member’s Equity – Three and Nine Months Ended September 30, 2022 and 2021			7
Statement of Cash Flows – Six Months Ended June 30, 2022 and 2021			8
Statement of Cash Flows – Nine Months Ended September 30, 2022 and 2021			8
Notes to Financial Statements			9
Note 1 – Basis of Presentation			9
Note 2 – Revenue Recognition			9
Note 3 – Contingent Liabilities and Commitments			10
Note 3 – Rate and Regulatory Matters			11
Note 4 – Debt and Financing Arrangements			12
Note 4 – Contingent Liabilities and Commitments			11
Note 5 – Financial Instruments			12
Note 5 – Debt and Financing Arrangements			12
Note 6 – Transactions with Affiliates			12
Note 6 – Financial Instruments			12
Note 7 – Transactions with Affiliates			12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 4. Controls and Procedures			15
Part II. Other Information			15
Item 1. Legal Proceedings			15
Item 1A. Risk Factors			16
Item 6. Exhibits			17

FORWARD-LOOKING STATEMENTS

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

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

•Our and our affiliates’ future credit ratings;

•Amounts and nature of future capital expenditures;

•Expansion and growth of our business and operations;

•Expected in-service dates for capital projects;


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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;

•Demand for our services; and

•The impact of the coronavirus (COVID-19) pandemic.

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

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

•Development and rate of adoption of alternative energy sources;

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

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

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

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

•The impact of existing and future laws and regulations, the regulatory environment, environmental 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;

•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, 2021, as filed with the SEC on February 28, 2022, as supplemented by disclosures 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 EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2022

2021

2022

2021

(Thousands)

Operating Revenues:

Natural gas transportation

~~104~~105,~~213~~193

~~104~~105,~~051~~099

~~213~~319,~~920~~113

~~213~~318,~~328~~427

Natural gas storage

3,~~223~~294

3,~~589~~144

69,~~407~~701

69,~~633~~777

Other

~~422~~1,271

~~282~~367

12,~~350~~621

~~855~~1,222

Total operating revenues

~~107~~109,~~858~~758

~~107~~108,~~922~~610

~~221~~331,~~677~~435

~~220~~329,~~816~~426

Operating Expenses:

General and administrative

13,~~030~~448

1112,~~460~~161

2438,~~789~~237

2335,~~130~~291

Operation and maintenance

2223,~~741~~143

19,~~533~~462

4063,~~486~~629

3655,~~179~~641

Depreciation and amortization

28,~~507~~510

28,~~200~~398

5785,~~149~~659

5684,~~268~~666

Regulatory debits

~~364~~366

~~350~~369

~~818~~1,184

~~698~~1,067

Taxes — other than income taxes

4,~~349~~022

4,~~281~~099

812,~~430~~452

812,~~497~~596

Regulatory charges resulting from tax rate changes

5,~~879~~944

1117,~~693~~637

Other (income) loss, net

~~(56)~~455

~~(15)~~120

~~(95)~~360

~~(46)~~74

Total operating expenses

7475,~~814~~888

6970,~~688~~553

~~143~~219,~~270~~158

~~136~~206,~~419~~972

Operating Income

33,~~044~~870

38,~~234~~057

78112,~~407~~277

84122,~~397~~454

Other (Income) and Other Expenses:

Interest expense

7,~~691~~853

7,~~480~~561

1523,~~319~~172

1422,~~841~~402

Allowance for equity and borrowed funds used during construction (AFUDC)

(~~769~~885)

(~~374~~543)

(12,~~469~~354)

(~~639~~1,182)

Miscellaneous other (income) loss, net

(~~802~~1,914)

~~(184)~~5

(13,~~601~~515)

(~~345~~340)

Total other (income) and other expenses

65,~~120~~054

67,~~922~~023

1217,~~249~~303

1320,~~857~~880

Net Income

2628,~~924~~816

31,~~312~~034

6694,~~158~~974

70101,~~540~~574

See accompanying notes.


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Northwest Pipeline LLC

Balance Sheet

(Unaudited)

	June 30,2022		December 31,2021
	September 30,2022		December 31,2021
	(Thousands)
ASSETS
Current Assets:
Cash	$	—	$	—
Receivables:
Advances to affiliate	~~313~~324,~~215~~796		281,442
Trade	35,~~130~~416		39,100
Affiliates	~~355~~263		372
Other	~~448~~510		737
Materials and supplies, at average cost	98,~~888~~851		8,909
Exchange gas due from others	69,~~148~~639		16,958
Prepayments and other	48,~~793~~365		4,308
Total current assets	~~369~~387,~~977~~840		351,826
Property, plant and equipment	3,~~770~~810,~~996~~112		3,753,354
Less-Accumulated depreciation and amortization	1,~~897~~919,~~559~~281		1,863,921
Total property, plant and equipment, net	1,~~873~~890,~~437~~831		1,889,433
Other Assets:
Regulatory assets	1716,~~015~~470		18,312
Right-of-use assets	109,~~064~~843		10,238
Deferred charges and other long-term assets	1314,~~285~~036		11,826
Total other assets	40,~~364~~349		40,376
Total assets	$	2,~~283~~319,~~778~~020	$	2,281,635

(continued)

See accompanying notes.


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Northwest Pipeline LLC

Balance Sheet

(Unaudited)

	June 30,2022		December 31,2021
	September 30,2022		December 31,2021
	(Thousands)
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Payables:
Trade	$	2336,~~719~~246	$	23,108
Affiliates	810,~~071~~627		13,140
Accrued liabilities:
Exchange gas due to others	912,~~025~~367		12,559
Customer advances	86,~~821~~807		2,281
Taxes — other than income taxes	711,~~956~~188		11,196
Interest	512,~~505~~019		5,505
Other	2,453		2,546
Regulatory liabilities	137,294		—
Total current liabilities	65,550		70,335
Other	2,552		2,546
Long-Term Debt	579,551		579,030
Total current liabilities	229,100		70,335
Long-Term Debt	579,815		579,030
Other Long-Term Liabilities:
Regulatory liabilities	~~404~~275,~~414~~379		388,433
Asset retirement obligations	~~125~~127,~~934~~609		122,650
Lease liability	87,~~168~~960		8,202
Other	32,~~100~~780		3,582
Total other long-term liabilities	~~541~~413,~~616~~728		522,867
Contingent Liabilities and Commitments (Note 3)
Contingent Liabilities and Commitments (Note 4)
Member’s Equity:
Member’s capital	1,073,892		1,073,892
Retained earnings	2322,~~169~~485		35,511
Total member’s equity	1,~~097~~096,~~061~~377		1,109,403
Total liabilities and member’s equity	$	2,~~283~~319,~~778~~020	$	2,281,635

See accompanying notes.


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Northwest Pipeline LLC

Statement of Changes in Member’s Equity

(Unaudited)

Three Months EndedJune 30,

Three Months EndedSeptember 30,

2022

2021

(Thousands)

Member’s Capital:

Balance at beginning and end of period

1,073,892

Retained Earnings:

Balance at beginning of period

3223,~~745~~169

5038,~~731~~043

Net income

2628,~~924~~816

31,~~312~~034

Cash distributions to parent

(3629,500)

(4434,000)

Balance at end of period

2322,~~169~~485

3835,~~043~~077

Total Member’s Equity

1,~~097~~096,~~061~~377

1,~~111~~108,~~935~~969

Six Months EndedJune 30,

Nine Months EndedSeptember 30,

2022

2021

(Thousands)

Member’s Capital:

Balance at beginning and end of period

1,073,892

Retained Earnings:

Balance at beginning of period

35,511

66,503

Net income

6694,~~158~~974

70101,~~540~~574

Cash distributions to parent

(78108,~~500~~000)

(99133,000)

Balance at end of period

2322,~~169~~485

3835,~~043~~077

Total Member’s Equity

1,~~097~~096,~~061~~377

1,~~111~~108,~~935~~969

See accompanying notes.


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Northwest Pipeline LLC

Statement of Cash Flows

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2022		2021
	(Thousands)
OPERATING ACTIVITIES:
Net income	$	6694,~~158~~974	$	70101,~~540~~574
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization	5785,~~149~~659		5684,~~268~~666
Regulatory debits	~~818~~1,184		~~698~~1,067
Regulatory charges resulting from tax rate changes	1117,~~693~~637		1117,~~693~~637
Amortization of deferred charges and credits	(23,~~359~~638)		(12,~~818~~784)
Allowance for equity funds used during construction (equity AFUDC)	(1,~~138~~853)		(~~518~~960)
Changes in current assets and liabilities:
Trade and other accounts receivable	43,~~259~~911		(14,~~472)~~769
Affiliate receivables	17109		(30119)
Materials and supplies	~~(979)~~58		22129
Other current assets	~~935~~(449)		(415,253)
Trade accounts payable	~~889~~(890)		~~1,084~~(774)
Affiliate payables	(52,~~069~~513)		311,~~497~~735
Other accrued liabilities	(2,956)		3,413
Regulatory liabilities	137,451		—
Other accrued liabilities	6,675		13,109
Changes in long-term assets and liabilities:
Regulatory liabilities	2(133,~~343~~578)		23,~~040~~179
Other, net	1,~~480~~674		~~244~~(2,489)
Net cash provided (used) by operating activities	~~133~~206,~~240~~411		~~145~~225,~~620~~486
FINANCING ACTIVITIES:
Cash distributions to parent	(78108,~~500~~000)		(99133,000)
Net cash provided (used) by financing activities	(78108,~~500~~000)		(99133,000)
INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures (1)	(2960,~~699~~637)		(2551,~~247~~233)
Contributions and advances for construction costs	810,~~492~~042		57,~~179~~146
Disposal of property, plant and equipment, net	(14,~~760~~462)		(23,~~522~~638)
Advances to affiliate, net	(3143,~~773~~354)		(2444,~~030~~761)
Net cash provided (used) by investing activities	(5498,~~740~~411)		(4692,~~620~~486)
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	$	(2973,~~161~~267)	$	(2958,~~885~~566)
Changes in related accounts payable and accrued liabilities	~~(538)~~12,630		47,~~638~~333
Capital expenditures	$	(2960,~~699~~637)	$	(2551,~~247~~233)

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, 2021, 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.

A reclassification within Operating Revenues on the Statement of Net Income from the service line of Natural gas storage to Other of approximately $0.3 million and $0.9 million for the three and six months ended June 30, 2021, respectively, has been made to conform to the 2022 presentation.

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				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2022		2021		2022		2021
	(Thousands)
Balance at beginning of period	$	910,~~064~~198	$	45,~~516~~650	$	7,943	$	3,395
Revenue recognized in excess of amounts invoiced	1,~~134~~146		1,~~134~~146		23,~~255~~401		23,~~255~~401
Balance at end of period	$	1011,~~198~~344	$	56,~~650~~796	$	1011,~~198~~344	$	56,~~650~~796


Notes (Continued)			Table of Contents

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2022		2021		2022		2021
	(Thousands)
Balance at beginning of period	$	3,~~418~~161	$	4,~~378~~144	$	3,672	$	4,610
Recognized in revenue	(~~257~~259)		(~~234~~236)		(~~511~~770)		(~~466~~702)
Balance at end of period	$	32,~~161~~902	$	43,~~144~~908	$	32,~~161~~902	$	43,~~144~~908

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 ~~June~~September 30, 2022 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 ~~June~~September 30, 2022.

	Contract Liabilities		Remaining Performance Obligations
	(Thousands)
2022 (six months)	$	518	$	208,326
2022 (three months)	$	259	$	106,754
2023 (one year)	1,120		~~397~~410,~~086~~948
2024 (one year)	1,218		~~345~~351,~~642~~973
2025 (one year)	305		~~331~~334,~~553~~049
2026 (one year)	—		322,990
Thereafter	—		2,~~518~~527,~~879~~006
Total	$	32,~~161~~902	$	4,~~124~~053,~~476~~720

Accounts Receivable

Receivables from contracts with customers are included within Receivables - Trade and Receivables - ~~Affiliated~~Affiliates, ~~companies~~ 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.

Note 3 – Contingent Liabilities and Commitments

Environmental Matters


Notes (Continued)			Table of Contents

~~capitalized~~Note ~~depending~~3 on– ~~their~~Rate ~~future economic benefit~~ and ~~potential~~Regulatory 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. Matters

~~Beginning~~Rate inCase ~~the~~Settlement mid-1980s, we evaluated many of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. We identified polychlorinated biphenyl (PCB) contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, we identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the U.S. Environmental Protection Agency (EPA) in the late 1980s, and we conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required us to re-evaluate our previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of June 30, 2022, two meter stations are still being remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of June 30, 2022, five compressor stations are still being remediated. At June 30, 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. At December 31, 2021, we had accrued liabilities totaling approximately $1.0 million, $0.1 million of which is recorded in Accrued liabilities - Other and $0.9 million of which is recorded in Other 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.Filing

On August 26, 2022, we filed with FERC a Petition for Approval of Pre-Filing Stipulation and Settlement Agreement (Settlement) and were assigned Docket No. RP22-1155. The Settlement established a new general system firm Rate Schedule TF-1 (Large Customer) demand rate of $0.37250 per dekatherm with a $0.00935 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 we can file new rates to be effective after January 1, 2026, and that a general rate case filing must be made for rates to become effective no later than April 1, 2028. As a result of this filing, we have reclassified certain long-term regulatory liabilities to current as of September 30, 2022.

Note 4 – Contingent Liabilities and Commitments

Environmental Matters

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

Beginning in the mid-1980s, we evaluated many of our facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. We identified polychlorinated biphenyl (PCB) contamination 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, 2022, 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, 2022, five compressor stations are still being remediated. At September 30, 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. At December 31, 2021, we had accrued liabilities totaling approximately $1.0 million, $0.1 million of which is recorded in Accrued liabilities - Other and $0.9 million of which is recorded in Other 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 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

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.

11Note 5 – Debt and Financing Arrangements

Notes (Continued) Table of Contents

Note 4 – Debt and Financing Arrangements

Credit Facility

We, along with Williams and Transcontinental Gas Pipe Line Company, LLC (Transco), are party to a credit agreement with aggregate commitments available of $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. 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 ~~June~~September 30, 2022, 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 ~~June~~September 30, 2022, ~~$1.040 billion~~Williams ~~was~~had no outstanding ~~under Williams’~~ commercial paper ~~program~~.

Note 56 – 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:

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 $579.68 million and $~~578~~553.78 million, respectively, at ~~June~~September 30, 2022, and $579.0 million and $646.2 million, respectively, at December 31, 2021.

Note 67 – Transactions with Affiliates

We are a participant in Williams’ cash management program, and we make advances to and receive advances from Williams. At ~~June~~September 30, 2022 and December 31, 2021, our advances to Williams totaled approximately $~~313~~324.28 million and $281.4 million, respectively. These advances are represented by demand notes and are classified as Receivables - Advances to affiliate on the Balance Sheet. Advances are stated at the historical carrying amounts. Interest expense and income are recognized when earned and the collectability is reasonably assured. 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 12.2174 percent at ~~June~~September 30, 2022. The interest income from these advances was $0.5 million for each of the three and six months ended June 30, 2022 and minimal for each of the three and six months ended June 30, 2021. Such interest income is included in Other (Income) and Other Expenses – Miscellaneous other (income) loss, net on the Statement of Net Income.

Included in Operating Revenues on the Statement of Net Income are revenues received from affiliates of $0.6 million and $1.0 million for the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.6 million for the three and six months ended June 30, 2021, respectively. The rates charged to provide services to affiliates are the same as those that are charged to similarly-situated nonaffiliated customers.


Notes (Continued)			Table of Contents

~~certain~~advances ~~administrative~~was 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 approximately $211.98 million and $~~42.~~2.3 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$19.9 million~~minimal ~~and~~for ~~$40.5 million~~each ~~for~~of the three and ~~six~~nine months ended ~~June~~September 30, 2021,. ~~respectively,~~Such ~~for~~interest ~~these~~income ~~service~~is ~~expenses, which are primarily~~ included in ~~General~~Other (Income) and ~~administrative~~Other ~~and~~Expenses ~~Operation~~– ~~and~~Miscellaneous ~~maintenance~~other ~~expenses~~(income) loss, net on the Statement of Net Income.

~~During~~Included ~~July~~in ~~2022,~~Operating weRevenues ~~declared~~on ~~and~~the ~~paid~~Statement aof ~~cash~~Net ~~distribution~~Income are revenues received from affiliates of $290.58 million and $1.8 million for the three and nine months ended September 30, 2022, respectively, and $0.3 million and $0.9 million for the three and nine months ended September 30, 2021, respectively. The rates charged to ~~our~~provide ~~parent~~services to affiliates are the same as those that are charged to similarly-situated nonaffiliated customers.

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 have recorded approximately $22.9 million and $65.1 million for the three and nine months ended September 30, 2022, respectively, and $21.5 million and $61.8 million for the three and nine months ended September 30, 2021, respectively, for these service expenses, which are primarily included in General and administrative and Operation and maintenance expenses on the Statement of Net Income.

During October 2022, we declared and paid a cash distribution of $29.9 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 the Management’s Discussion and Analysis, Financial Statements, and Notes contained in Items 7 and 8 of our 2021 Annual Report on Form 10-K and with the Financial Statements and Notes contained in this Form 10-Q.

Results of Operations

This analysis discusses financial results of our operations for the ~~six~~nine-month periods ended ~~June~~September 30, 2022 and 2021. 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 ~~six~~nine months of 2022 of $6695.20 million decreased by $46.46 million, or approximately 6 percent, when compared to the $70101.56 million recognized during the first ~~six~~nine months of 2021 asdue ~~favorable~~to ~~results~~the ~~were~~following ~~offset~~significant ~~by increased expenses as discussed further below.~~changes:

Operating Revenues increased $02.90 million primarily driven by an increase in ~~Natural~~Other ~~gas transportation~~ from higher ~~short-term~~park ~~firm~~and ~~transportation~~loan services and an increase in ~~Other~~Natural gas transportation from higher ~~park~~firm ~~and~~transportation ~~loan services~~ in 2022.

Operating Expenses increased $612.92 million, or 56 percent, primarily due to:

•an increase in Operation and Maintenance expenses primarily due to higher routine ~~operation~~outside ~~and~~services ~~maintenance~~such ~~activities~~as ~~and~~atmospheric ~~employee-related~~surveys, ~~labor~~river slide monitoring and ~~benefit~~pipeline ~~costs~~testing;

•~~Higher~~an increase in General and administrative expenses ~~including~~from ancosts ~~unfavorable~~associated ~~change~~with ininformation ~~allocated~~technology, ~~corporate~~higher ~~employee-related~~facilities ~~labor~~expenses and ~~benefit~~external legal costs; and

•~~Higher~~an increase in Depreciation and amortization from additional assets placed into service.

Other (Income) and Other Expenses had a $13.6 million favorable change primarily due to (i) ~~favorable~~an ~~changes~~increase ~~for~~in ~~funds~~interest ~~used~~income ~~during~~on ~~construction~~our asadvances ato ~~result~~Williams ofdue ~~higher~~to ~~capitalized~~rising ~~construction~~interest ~~costs~~rates, (ii) anfavorable ~~increase~~changes in ~~interest~~AFUDC ~~income~~as ona ~~our~~result ~~advances~~of tohigher ~~Williams~~capitalized ~~due~~construction tocosts ~~rising interest rates,~~ and (iii) the favorable impact as a result of the tax gross-up on the increase in prepayments received for reimbursable projects in 2022, partially offset by (iv) an increase in interest expense associated with our regulatory liability resulting from tax rate changes.

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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 ~~second~~third quarter of 2022 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 34 – 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, 2021, as filed with the SEC on February 28, 2022, as supplemented by disclosures in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q, as filed with the SEC on May 2, 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 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:

~~August~~October 131, 2022

By:

/s/ Billeigh W. Mark

Billeigh W. Mark

Controller

(Principal Accounting Officer)

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