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EX-31.A - EX-31.A - NORTHWEST PIPELINE LLC | c57849exv31wa.htm |
EX-32.A - EX-32.A - NORTHWEST PIPELINE LLC | c57849exv32wa.htm |
EX-31.B - EX-31.B - NORTHWEST PIPELINE LLC | c57849exv31wb.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 March 31, 2010
OR
o | 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 GP
(Exact name of registrant as specified in its charter)
DELAWARE | 26-1157701 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
295 Chipeta Way, Salt Lake City, Utah | 84108 | |
(Address of principal executive offices) | (Zip Code) |
(801) 583-8800
(Registrants telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report)
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 o
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 o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
NORTHWEST PIPELINE GP
TABLE OF CONTENTS
Forward Looking Statements
Certain matters contained in this report include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated financial
performance, managements plans and objectives for future operations, business prospects, outcome
of regulatory proceedings, market conditions and other matters. We make these forward-looking
statements in reliance on the safe harbor protections provided under the Private Securities
Litigation Reform Act of 1995.
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 or other
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similar expressions. These forward-looking statements are based on managements beliefs and assumptions and on
information currently available to management and include, among others, statements regarding:
| Amounts and nature of future capital expenditures; | ||
| Expansion and growth of our business and operations; | ||
| Financial condition and liquidity; | ||
| Business strategy; | ||
| Cash flow from operations or results of operations; | ||
| Rate case filings; and | ||
| Natural gas prices and demand. |
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:
| Availability of supplies (including the uncertainties inherent in assessing and estimating future natural gas reserves), market demand, volatility of prices, and the availability and cost of capital; | ||
| Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers); | ||
| The strength and financial resources of our competitors; | ||
| Development of alternative energy sources; | ||
| The impact of operational and development hazards; | ||
| Costs of, changes in, or the results of laws, government regulations (including proposed climate change legislation), environmental liabilities, litigation and rate proceedings; | ||
| Our allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates; | ||
| Changes in maintenance and construction costs; | ||
| Changes in the current geopolitical situation; | ||
| Our exposure to the credit risk of our customers; | ||
| Risks related to strategy and financing, including restrictions stemming from our debt agreements, future changes in our credit ratings, and the availability and cost of credit; | ||
| Risks associated with future weather conditions; | ||
| Acts of terrorism; and | ||
| Additional risks described in our filings with the Securities and Exchange Commission (SEC). |
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Given the uncertainties and risk factors that could cause our actual results to differ
materially from those contained in any forward-looking statement, we caution investors not to
unduly rely on our forward- looking statements. We disclaim any obligations to and do not intend to update the above list
or to announce publicly the result of any revisions to any of the forward-looking statements to
reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to
below may cause our intentions to change from those statements of intention set forth in this
report. Such changes in our intentions may also cause our results to 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, 2009.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHWEST PIPELINE GP
STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
OPERATING REVENUES |
$ | 106,110 | $ | 111,548 | ||||
OPERATING EXPENSES: |
||||||||
General and administrative |
14,140 | 16,831 | ||||||
Operation and maintenance |
15,501 | 17,061 | ||||||
Depreciation |
21,970 | 21,659 | ||||||
Regulatory credits |
(460 | ) | (594 | ) | ||||
Taxes, other than income taxes |
4,668 | 3,439 | ||||||
Total operating expenses |
55,819 | 58,396 | ||||||
Operating income |
50,291 | 53,152 | ||||||
OTHER INCOME net: |
||||||||
Interest income |
||||||||
Affiliated |
4 | 24 | ||||||
Other |
1 | 3 | ||||||
Allowance for equity funds used during construction |
277 | 114 | ||||||
Miscellaneous other income (expense), net |
(620 | ) | 50 | |||||
Total other income (expense) net |
(338 | ) | 191 | |||||
INTEREST CHARGES: |
||||||||
Interest on long-term debt |
11,128 | 11,110 | ||||||
Other interest |
1,079 | 1,385 | ||||||
Allowance for borrowed funds used during construction |
(137 | ) | (60 | ) | ||||
Total interest charges |
12,070 | 12,435 | ||||||
NET INCOME |
$ | 37,883 | $ | 40,908 | ||||
See accompanying notes.
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NORTHWEST PIPELINE GP
BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
(Unaudited)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Restated) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 50 | $ | 402 | ||||
Advance to affiliates |
57,382 | | ||||||
Accounts receivable - |
||||||||
Trade |
38,031 | 40,442 | ||||||
Affiliated companies |
561 | 4,514 | ||||||
Materials and supplies, less reserves of $46 at March
31, 2010 and $11 at December 31, 2009 |
9,958 | 9,960 | ||||||
Exchange gas due from others |
3,273 | 4,089 | ||||||
Exchange gas offset |
8,742 | 10,288 | ||||||
Prepayments and other |
3,860 | 4,241 | ||||||
Total current assets |
121,857 | 73,936 | ||||||
PROPERTY, PLANT AND EQUIPMENT, at cost |
2,886,233 | 2,887,021 | ||||||
Less Accumulated depreciation |
963,919 | 950,708 | ||||||
Total property, plant and equipment, net |
1,922,314 | 1,936,313 | ||||||
OTHER ASSETS: |
||||||||
Deferred charges |
12,917 | 13,996 | ||||||
Regulatory assets |
57,432 | 57,032 | ||||||
Total other assets |
70,349 | 71,028 | ||||||
Total assets |
$ | 2,114,520 | $ | 2,081,277 | ||||
See accompanying notes.
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NORTHWEST PIPELINE GP
BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Restated) | ||||||||
LIABILITIES AND OWNERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable - |
||||||||
Trade |
$ | 7,719 | $ | 17,552 | ||||
Affiliated companies |
10,906 | 23,131 | ||||||
Accrued liabilities - |
||||||||
Taxes, other than income taxes |
11,681 | 8,176 | ||||||
Interest |
15,174 | 4,045 | ||||||
Exchange gas due to others |
12,016 | 14,377 | ||||||
Other |
5,075 | 5,270 | ||||||
Total current liabilities |
62,571 | 72,551 | ||||||
LONG-TERM DEBT |
701,486 | 693,437 | ||||||
DEFERRED CREDITS AND OTHER NONCURRENT
LIABILITIES |
109,965 | 108,139 | ||||||
CONTINGENT LIABILITIES AND COMMITMENTS |
||||||||
OWNERS EQUITY: |
||||||||
Owners capital |
1,031,862 | 1,027,862 | ||||||
Loan to affiliate |
(38,670 | ) | (105,431 | ) | ||||
Retained earnings |
246,922 | 284,319 | ||||||
Accumulated other comprehensive income |
384 | 400 | ||||||
Total owners equity |
1,240,498 | 1,207,150 | ||||||
Total liabilities and owners equity |
$ | 2,114,520 | $ | 2,081,277 | ||||
See accompanying notes.
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NORTHWEST PIPELINE GP
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
Three Months Ended | ||||||||
March 31 | ||||||||
2010 | 2009 | |||||||
(Restated) | ||||||||
OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 37,883 | $ | 40,908 | ||||
Adjustments to reconcile to net cash provided by operating
activities - |
||||||||
Depreciation |
21,970 | 21,659 | ||||||
Regulatory credits |
(460 | ) | (594 | ) | ||||
Amortization of deferred charges and credits |
1,251 | 1,275 | ||||||
Allowance for equity funds used during construction |
(277 | ) | (114 | ) | ||||
Cash provided (used) by changes in current assets and
liabilities: |
||||||||
Trade accounts receivable |
2,411 | 2,664 | ||||||
Affiliated receivables |
3,953 | 19 | ||||||
Exchange gas due from others |
2,362 | 5,818 | ||||||
Materials and supplies |
2 | (6 | ) | |||||
Other current assets |
381 | 1,047 | ||||||
Trade accounts payable |
(3,503 | ) | (2,418 | ) | ||||
Affiliated payables |
(12,225 | ) | (2,274 | ) | ||||
Exchange gas due to others |
(2,361 | ) | (5,818 | ) | ||||
Other accrued liabilities |
14,439 | 11,950 | ||||||
Changes in noncurrent assets and liabilities: |
||||||||
Deferred charges |
(912 | ) | (1,823 | ) | ||||
Other deferred credits |
1,632 | 1,334 | ||||||
Net cash provided by operating activities |
66,546 | 73,627 | ||||||
FINANCING ACTIVITIES: |
||||||||
Proceeds from issuance of long-term debt |
8,000 | | ||||||
Capital contribution from Williams |
4,000 | | ||||||
Distributions paid |
(75,280 | ) | (32,000 | ) | ||||
Changes in cash overdrafts |
(2,613 | ) | (1,644 | ) | ||||
Net cash used in financing activities |
(65,893 | ) | (33,644 | ) | ||||
INVESTING ACTIVITIES: |
||||||||
Property, plant and equipment - |
||||||||
Capital expenditures* |
(10,408 | ) | (8,211 | ) | ||||
Proceeds from sales |
24 | 677 | ||||||
Repayments from (Advances to) affiliates |
9,379 | (32,128 | ) | |||||
Net cash used in investing activities |
(1,005 | ) | (39,662 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS |
(352 | ) | 321 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF |
||||||||
PERIOD |
402 | 345 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 50 | $ | 666 | ||||
|
||||||||
* Increases to property, plant and equipment |
(6,691 | ) | (5,532 | ) | ||||
Changes in related accounts payable and accrued liabilities |
(3,717 | ) | (2,679 | ) | ||||
Capital expenditures |
(10,408 | ) | (8,211 | ) | ||||
Supplemental disclosures of non-cash transactions: |
||||||||
Adjustment to owners equity for benefit plans correction |
$ | | $ | (644 | ) | |||
See accompanying notes.
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
General
The accompanying interim financial statements do not include all the notes in our annual
financial statements, and therefore, should be read in conjunction with the financial statements
and notes thereto in our 2009 Annual Report on Form 10-K. The accompanying unaudited financial
statements include all adjustments both normal recurring and others which, in the opinion of our
management, are necessary to present fairly our financial position at March 31, 2010, and results
of operations and cash flows for the three months ended March 31, 2010 and 2009.
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 the financial statements and accompanying notes. Actual results could differ
from those estimates.
Estimates and assumptions which, in the opinion of management, are significant to the
underlying amounts included in the financial statements and for which it would be reasonably
possible that future events or information could change those estimates include: 1)
litigation-related contingencies; 2) environmental remediation obligations; 3) impairment
assessments of long-lived assets; 4) depreciation; and 5) asset retirement obligations.
Corporate Structure and Control
On January 1, 2010, Northwest Pipeline GP (Northwest) was owned 35 percent by Williams
Pipeline Partners Holdings LLC, a wholly-owned subsidiary of Williams Pipeline Partners L.P. (WMZ)
and 65 percent by WGPC Holdings LLC, a wholly-owned subsidiary of The Williams Companies, Inc.
(Williams). On February 17, 2010, Williams completed a strategic restructuring in which it
contributed its ownership in WGPC Holdings LLC to Williams Partners L.P. (WPZ), a publicly traded
Delaware limited partnership which is controlled by and consolidated with Williams. Through its
ownership interests in each of our partners, Williams indirectly owns 71.3 percent of Northwest as
of February 17, 2010.
WPZ
has stated that it intends to conduct an exchange offer for the
outstanding publicly traded common units of WMZ (the WMZ Exchange
Offer) at a future date or propose a merger to WMZs holders. Assuming the exchange
or merger of 100 percent of the publicly held common units of WMZ, WPZ will own a 100 percent
interest in Northwest and Williams will hold an approximate 80 percent interest in WPZ, comprised
of an approximately 78 percent limited partner interest and all of the 2 percent general partner
interest.
In this report, Northwest is at times referred to in the first person as we, us or our.
Basis of Presentation
The financial statements previously included the accounts of Northwest and Northwest Pipeline
Services, LLC (Services Company), which was a variable interest entity (VIE) for which Northwest
was considered the primary beneficiary.
As a result of Williams strategic restructuring on February 17, 2010, we have reevaluated the
status of the Services Company as a consolidated VIE and have concluded that the Services Company
is no longer considered a VIE, and therefore, will no longer be consolidated.
FASB (Topic 250), Accounting Changes and Error Corrections, requires that when a change in
the reporting entity occurs, the change shall be retrospectively applied to the financial statement
of all prior periods to show financial information for the new reporting entity.
The impact of these retrospective adjustments decreased accrued employee costs and increased
accounts payable to affiliated companies as of December 31, 2009. These retrospective adjustments
had no
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
impact on net income.
Restatement
As discussed in our 2009 Annual Report on Form 10-K, on January 20, 2010, we concluded that
our financial statements for the year ended December 31, 2008 should be restated due to the manner
in which we had presented and recognized pension and postretirement obligations in certain benefit
plans for which Williams is the plan sponsor. We concluded that the impact of the error is not
material to any of the three quarterly periods of 2009.
2. CONTINGENT LIABILITIES AND COMMITMENTS
Legal Proceedings
We are a party to legal, administrative, and regulatory proceedings arising in the ordinary
course of business.
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, FERC would grant the requisite rate relief so that
substantially all of such expenditures would be permitted to be recovered through rates. We believe
that compliance with applicable environmental requirements is not likely to have a material effect
upon our financial position or results of operations.
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 and mercury contamination at
certain natural gas metering sites. 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 mercury clean-ups in Washington. Currently, we are
conducting assessment and remediation activities needed to bring the sites up to Washingtons
current environmental standards. At March 31, 2010, we had accrued liabilities totaling
approximately $7.8 million for these costs which are expected to be incurred through 2015. We are
conducting environmental assessments and implementing a variety of remedial measures that may
result in increases or decreases in the total estimated costs. We consider these costs associated
with compliance with environmental laws and regulations to be prudent costs incurred in the
ordinary course of business and, therefore, recoverable through our rates.
In March 2008, the EPA issued new air quality standards for ground level ozone, but in
September 2009, the EPA announced that it would reconsider those standards. In January 2010, the
EPA proposed standards more stringent than the March 2008 standards. The EPA expects that these
proposed standards will be final in August 2010 and that new eight-hour ozone non-attainment areas
will be designated in July 2011. The new standards and non-attainment areas will likely impact the
operations of our interstate gas pipeline and cause us to incur additional capital expenditures.
At this time, we are unable to estimate the cost of the additions that may be required to meet
these regulations. We expect that costs associated with these compliance efforts will be
recoverable through rates.
Safety Matters
Pipeline Integrity Regulations We have developed an Integrity Management Plan that we believe
meets the United States Department of Transportation Pipeline and Hazardous Materials Safety
Administration
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
final rule that was issued pursuant to the requirements of the Pipeline Safety Improvement Act of
2002. In meeting the integrity regulations, we have identified high consequence areas and completed
our baseline assessment plan. We are on schedule to complete the required assessments within
specified timeframes. Currently, we estimate that the cost to perform required assessments and
associated remediation will be primarily capital in nature and range between $65 million and $85
million over the remaining assessment period of 2010 through 2012. Our management considers the
costs associated with compliance with the rule to be prudent costs incurred in the ordinary course
of business and, therefore, recoverable through our rates.
Other Matters
In addition to the foregoing, various other proceedings are pending against us incidental to
our operations.
Summary
Litigation, arbitration, regulatory matters, environmental matters, and safety matters are
subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the
possibility of a material adverse impact on the results of operations in the period in which the
ruling occurs. Management, including internal counsel, currently believes that the ultimate
resolution of the foregoing matters, taken as a whole and after consideration of amounts accrued,
insurance coverage, recovery from customers or other indemnification arrangements, will not have a
material adverse effect on our future liquidity or financial position.
Cash Distributions to Partners
On or before the end of the calendar month following each quarter available cash is
distributed to our partners as required by our general partnership agreement. Available cash with
respect to any quarter is generally defined as the sum of all cash and cash equivalents on hand at
the end of the quarter, plus cash on hand from working capital borrowings made subsequent to the
end of that quarter (as determined by the management committee), less cash reserves established by
the management committee as necessary or appropriate for the conduct of our business and to comply
with any applicable law or agreement. During January 2010, we declared and paid equity
distributions of $36.0 million to our partners.
In accordance with Williams restructuring of its business, our participation in the Williams
cash management program was terminated. As a result of the restructuring, we became a participant
in the WPZ cash management program. In February 2010, our management committee authorized a cash
distribution of $39.3 million, which included the amount of our outstanding advances as of January
31, 2010. As a result of the February distribution, no additional distributions have been declared
or paid. Accordingly, the balance owed by Williams to us pursuant to the cash management program
at December 31, 2009 is reflected as a reduction of our Owners Equity as the advances were not
available to us as working capital.
3. DEBT AND FINANCING ARRANGEMENTS
Debt Covenants
Our debt agreements contain restrictions on our ability to incur secured debt beyond certain
levels.
Line of Credit Arrangements
On February 17, 2010, Williams completed a strategic restructuring, pursuant to which Williams
contributed substantially all of its domestic midstream and pipeline businesses, which includes
Williams interest in us, into WPZ. We are now a partially-owned subsidiary of WPZ. As part of
the restructuring, we were removed as borrowers under the $1.5 billion credit facility we shared as
co-borrowers with Williams and Transcontinental Gas Pipe Line Company, LLC (Transco). On February
17, 2010, we entered into a new $1.75 billion three-year senior unsecured revolving credit facility
(Credit Facility) with WPZ and Transco, as co-borrowers, and Citibank, N.A., as administrative
agent, and certain other lenders named therein. The full amount of the Credit Facility is
available to WPZ, and may, under certain conditions, be increased by up to an additional $250
million. We have access to borrow up to $400 million under the Credit Facility to the extent not
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
otherwise utilized by WPZ and Transco. At closing, WPZ utilized $250 million of the Credit
Facility to repay the term loan that was outstanding under its previous facility. As of March 31,
2010, the loans outstanding under the Credit Facility were reduced to $108 million using available
cash.
Each time funds are borrowed, we may choose from two methods of calculating interest: (1) a
fluctuating base rate equal to Citibank, N.A.s adjusted base rate plus an applicable margin, or
(2) a periodic fixed rate equal to LIBOR plus an applicable margin. The adjusted base rate will be
the highest of (i) the federal funds rate plus 0.5 percent, (ii) Citibank, N.A.s publicly
announced base rate, and (iii) one month LIBOR plus 1.0 percent. WPZ is required to pay a
commitment fee (currently 0.5 percent) based on the unused portion of the Credit Facility. The
applicable margin and the commitment fee are based on the specific borrowers senior unsecured
long-term debt ratings.
The Credit Facility contains various covenants that limit, among other things, a borrowers
and its respective subsidiaries ability to incur indebtedness, grant certain liens supporting
indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain
affiliate transactions, make certain distributions during an event of default and allow any
material change in the nature of its business.
Under the Credit Facility, WPZ is required to maintain a ratio of debt to EBITDA (each as
defined in the Credit Facility) of no greater than 5.00 to 1.00 for itself and its consolidated
subsidiaries. The debt to EBITDA ratio is measured on a rolling four-quarter basis. For us and
our consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt)
is not permitted to be greater than 55 percent. Each of the above ratios will be tested, beginning
June 30, 2010, at the end of each fiscal quarter (with the first
full year measured on an annualized basis).
The Credit Facility includes customary events of default. If an event of default with respect
to a borrower occurs under the Credit Facility, the lenders will be able to terminate the
commitments for all borrowers and accelerate the maturity of the loans of the defaulting borrower
under the Credit Facility and exercise other rights and remedies.
During February 2010, we borrowed $8.0 million under the Credit Facility. We repaid the $8.0
million on April 1, 2010. As of March 31, 2010, $108 million of revolving credit loans, $8.0
million of which were associated with us, were outstanding under the Credit Facility, and no
letters of credit were issued by the participating institutions.
4. 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, cash equivalents and advances to affiliate The carrying amounts of these items
approximates their fair value.
Long-term debt The fair value of our publicly traded long-term debt is valued using
indicative period-end traded bond market prices. Private debt is valued based on market rates and
the prices of similar securities with similar terms and credit ratings. The carrying amount and
estimated fair value of our long-term debt, including current maturities, were $701.5 million and
$772.9 million, respectively, at March 31, 2010, and $693.4 million and $753.2 million,
respectively, at December 31, 2009.
5. TRANSACTIONS WITH AFFILIATES
Through January 31, 2010 we were a participant in Williams cash management program and made
advances to and received advances from Williams. In accordance with Williams restructuring of its
business, our participation in the Williams cash management program was terminated. In February
2010, our management committee authorized a cash distribution which included the amount of our
outstanding advances as of January 31, 2010. Accordingly, the $66.8 million balance owed by
Williams to us pursuant to the cash
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
management program at December 31, 2009 is reflected as a reduction of our Owners Equity as
the advances were not available to us as working capital. As a result of the restructuring, we
became a participant in WPZs cash management program. At March 31, 2010, the advances due to us
by Williams and WPZ totaled approximately $25.1 million and $32.3 million, respectively. These
advances are represented by demand notes. The interest rate on these demand notes is based upon
the overnight investment rate paid on Williams and WPZs excess cash, which was approximately 0.03
percent and 0.01 percent, respectively, at March 31, 2010. We received interest income from
advances to our affiliates of $4 thousand and $24 thousand during the three months ended March 31,
2010 and 2009, respectively. Such interest income is included in Other Income net: Interest
income Affiliated on the accompanying Statements of Income.
Williams corporate overhead expenses allocated to us were $4.9 million and $4.7 million for
the three months ended March 31, 2010 and 2009, respectively. WPZs overhead expenses allocated to
us were $0.1 million for the three months ended March 31, 2010. Such expenses have been allocated
to us by Williams and WPZ primarily based on the Modified Massachusetts formula, which is a
FERC-approved method utilizing a combination of net revenues, gross payroll and gross plant for the
allocation base. In addition, Williams or an affiliate has provided executive, data processing,
legal, accounting, internal audit, human resources and other administrative services to us on a
direct charge basis, which totaled $3.4 million and $3.9 million for the three months ended March
31, 2010 and 2009, respectively. These expenses are included in General and administrative
expense on the accompanying Statements of Income. A portion of such expenses relates to the
compensation of our principal executive officer, principal financial officer and three other most
highly compensated officers.
Employee costs include compensation, employee benefit plan costs, and all related
administrative costs for services provided by an affiliate, Northwest Pipeline Services, LLC. We
were billed $11.9 million and $13.6 million in the three months ended March 31, 2010 and 2009,
respectively, for salaries, benefits, bonuses and incentive compensation. Additionally, we were
billed $1.5 million and $2.4 million in the three months ended March 31, 2010 and 2009,
respectively, for pension and self-insurance costs. Such expenses and the related intercompany
obligations are reported on the accompanying Statement of Income and Balance Sheet, respectively.
During the periods presented, our revenues include transportation transactions and rental of
communication facilities with subsidiaries of Williams. Combined revenues for these activities
totaled $0.7 million and $3.5 million for the three months ended March 31, 2010 and 2009,
respectively.
Through July 2009, we leased the Parachute Lateral facilities from an affiliate. Under the
terms of the operating lease, we paid monthly rent equal to the revenues collected from
transportation services on the lateral, less 3 percent to cover costs related to the operation of
the lateral. This lease expense, totaling $2.5 million for the three month period ended March 31,
2009, is included in Operation and maintenance expense on the accompanying Statements of Income.
The lease was terminated on August 1, 2009.
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.
6. COMPREHENSIVE INCOME
Comprehensive income is as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009* | |||||||
(Restated) | ||||||||
(Thousands of Dollars) | ||||||||
Net income |
$ | 37,883 | $ | 40,908 | ||||
Amortization of cash flow hedges |
(15 | ) | (16 | ) | ||||
Total comprehensive income |
$ | 37,868 | $ | 40,892 | ||||
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NORTHWEST PIPELINE GP
NOTES TO FINANCIAL STATEMENTS
* | Prior year amount has been restated to reflect accounting for pension and postretirement benefit obligations on a multi-employer accounting model (see Note 1 of Notes to Financial Statements). The effect of the restatement decreased Total comprehensive income by $1.0 million for the three months ended March 31, 2009. |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
OUTLOOK
Our strategy to create value focuses on maximizing the contracted capacity on our pipeline by
providing high quality, low cost natural gas transportation and storage services to our markets.
Changes in commodity prices and volumes transported have little impact on revenues because the
majority of our revenues are recovered through firm capacity reservation charges. We grow our
business primarily through expansion projects that are designed to increase our access to natural
gas supplies and to serve the demand growth in our markets.
CAPITAL PROJECTS
The pipeline projects listed below are significant future pipeline projects for which we have
significant customer commitments.
Jackson Prairie Underground Expansion
The Jackson Prairie Storage Project, connected to our transmission system near Chehalis,
Washington, is operated by Puget Sound Energy and is jointly owned by Puget Sound Energy, Avista
Corporation and us. A phased capacity expansion is currently underway and a deliverability
expansion was placed in service on November 1, 2008.
As a one-third owner of Jackson Prairie, in early 2006, we held an open season for a new firm
storage service based on our 100 million cubic feet per day share of the planned 2008
deliverability expansion and approximately 1.2 billion cubic feet of our share of the working
natural gas storage capacity expansion being developed over approximately a six-year period from
2007 through 2012.
As a result of the open season, four shippers have executed long-term service agreements for
the full amount of incremental storage service offered at contract terms averaging 33 years. The
firm service relating to storage capacity rights will be phased-in as the expanded working natural
gas capacity is developed. Our one-third share of the deliverability expansion was placed in
service on November 1, 2008 at a cost of approximately $16.0 million. Our estimated capital cost
for the capacity expansion component of the new storage service is $6.1 million, primarily for base
natural gas.
Sundance Trail Expansion
In November 2009, we received approval from the FERC to construct approximately 16 miles of
30-inch loop between our existing Green River and Muddy Creek compressor stations in Wyoming as
well as an upgrade to our existing Vernal compressor station, with service targeted to commence in
November 2010. The total project is estimated to cost approximately $60 million, including the
cost of replacing the existing compression at Vernal, which will enhance the efficiency of our
system. We executed a precedent agreement to provide 150 MDth per day of firm transportation
service from the Greasewood and Meeker Hubs in Colorado for delivery to the Opal Hub in Wyoming.
We have proposed to collect our maximum system rates, and have received approval from the FERC to
roll-in the Sundance Trail Expansion costs in any future rate cases.
GENERAL
Unless indicated otherwise, the following discussion and analysis of results of operations and
financial condition and liquidity should be read in conjunction with the consolidated financial
statements and notes thereto included within Item 8 of our 2009 Annual Report on Form 10-K and with
the financial statements and notes thereto contained within this document.
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RESULTS OF OPERATIONS
Analysis of Financial Results
This analysis discusses financial results of our operations for the three-month periods ended
March 31, 2010 and 2009. 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.
Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
Our operating revenues decreased $5.4 million, or 5 percent. This decrease is primarily
attributed to i) lower firm transportation commodity revenues of $1.3 million due primarily to
warmer weather in our market area and lower off-system deliveries on the southern end of the
system, ii) lower Parachute Lateral lease revenues of $2.6 million resulting from the termination
of the Parachute Lateral lease on August 1, 2009, iii) lower revenues of $0.5 million resulting
from the termination of the Everett Delta Lateral lease on November 9, 2009, and iv) lower other
revenues of $1.0 million resulting from the absence of sublease income attributed to the
restructuring of the Salt Lake City headquarters building lease. These decreases were partially
offset by an increase in firm transportation under long-term contracts. The revenue decreases from
the Parachute and Everett Delta laterals as well as the reduction in building sublease revenues is
substantially offset by decreases in lease expenses as described below.
Our transportation service accounted for 96 percent and 95 percent of our operating revenues
for the three-months ended March 31, 2010 and 2009, respectively. Natural gas storage service
accounted for 4 percent of operating revenues for each of the three-month periods ended March 31,
2010 and 2009.
Operating expenses decreased $2.6 million, or 4 percent, due primarily to i) the termination
of the Parachute and Everett Delta leases, resulting in lower lease expense of $3.0 million and ii)
the restructuring of the Salt Lake City headquarters building lease resulting in lower building
lease expense of $1.3 million. These decreases were partially offset by higher property taxes of
$1.3 million primarily attributed to a $1.5 million reduction in 2009 for lower than anticipated
mill levies.
Operating Statistics
The following table summarizes volumes and capacity for the periods indicated:
Quarter Ended March 31, | ||||||||
2010 | 2009 | |||||||
(In trillion British Thermal | ||||||||
Units) | ||||||||
Total Throughput (1) |
179 | 224 | ||||||
Average Daily Transportation Volumes |
2.0 | 2.5 | ||||||
Average Daily Reserved Capacity Under Base
Firm Contracts, excluding peak capacity |
2.8 | 2.6 | ||||||
Average Daily Reserved Capacity Under Short-
Term Firm Contracts (2) |
0.3 | 0.6 |
1. | Parachute Lateral volumes of 23 trillion British thermal units (TBtu) in 2009 are excluded from total throughput as these volumes flowed under separate contracts that did not result in mainline throughput. | |
2. | Includes additional capacity created from time to time through the installation of new receipt or delivery points or the segmentation of existing mainline capacity. Such capacity is generally marketed on a short-term firm basis. When the capacity is sold on a long-term basis, it is included above, under Base Firm Contracts. |
CAPITAL RESOURCES AND LIQUIDITY
Our ability to finance our operations (including the funding of capital expenditures and
acquisitions), to meet our debt obligations and to refinance indebtedness depends on our ability to
generate future cash flows and to borrow funds. Our ability to generate cash is subject to a number
of factors, some of which are beyond
our control, including the impact of regulators decisions on
the rates we are able to establish for our transportation and storage services.
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On or before the end of the calendar month following each quarter, available cash is
distributed to our partners as required by our general partnership agreement. Available cash is
generally defined as the sum of
all cash and cash equivalents on hand at the end of the quarter, plus cash on hand from
working capital borrowings made subsequent to the end of that quarter (as determined by the
management committee), less cash reserves established by the management committee as necessary or
appropriate for the conduct of our business and to comply with any applicable law or agreements.
In January 2010, for the three-month period ended December 31, 2009, we distributed $36.0 million
of available cash to our partners.
In accordance with Williams restructuring of its business, our participation in the Williams
cash management program was terminated. As a result of the restructuring, we became a participant
in WPZs cash management program. In February 2010, our management committee authorized a cash
distribution of $39.3 million, which included the amount of our outstanding advances as of January 31,
2010. As a result of the February distributions, no additional distributions have been declared or
paid. Accordingly, the balance owed by Williams to us pursuant to the cash management program at
December 31, 2009 is reflected as a reduction of our Owners Equity as the advances were not
available to us as working capital.
We fund our capital spending requirements with cash from operating activities, third party
debt and contributions from our partners, and when necessary, with borrowings under the Credit
Facility.
SOURCES (USES) OF CASH
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
(Thousands of Dollars) | ||||||||
Net cash provided (used) by: |
||||||||
Operating activities |
$ | 66,546 | $ | 73,627 | ||||
Financing activities |
(65,893 | ) | (33,644 | ) | ||||
Investing activities |
(1,005 | ) | (39,662 | ) | ||||
Increase (decrease) in cash and cash
equivalents |
$ | (352 | ) | $ | 321 | |||
Operating Activities
Our net cash provided by operating activities for the three months ended March 31, 2010
decreased $7.1 million from the same period in 2009. This decrease is primarily attributed to
changes in working capital and lower cash operating results, partially offset by an increase in
changes in noncurrent assets and liabilities.
Financing Activities
Cash used in financing activities for the three months ended March 31, 2010 increased $32.2
million from the same period in 2009 due to higher distributions paid to partners and lower cash
overdrafts, partially offset by borrowings from the Credit Facility and contributions from
Williams.
Investing Activities
Cash used in investing activities for the three months ended March 31, 2010 decreased $38.7
million from the same period in 2009 due to repayments from affiliates, partially offset by higher
capital expenditures.
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METHOD OF FINANCING
Working Capital
Working capital is the amount by which current assets exceed current liabilities. Our working
capital requirements will be primarily driven by changes in accounts receivable and accounts
payable. These changes are primarily impacted by such factors as credit and the timing of
collections from customers and the level of spending for maintenance and expansion activity.
Changes in the terms of our transportation and storage arrangements have a direct impact on
our generation and use of cash from operations due to their impact on net income, along with the
resulting changes
in working capital. A material adverse change in operations or available financing may impact
our ability to fund our requirements for liquidity and capital resources.
In January 2010, for the three-month period ended December 31, 2009, we made distributions of
available cash of $36.0 million to our partners, representing cash in excess of working capital
requirements and reserves established by the management committee as necessary for the conduct of
our business. In February 2010, we made a distribution of $39.3 million to our partners, which
included the amount of our outstanding advances as of January 31, 2010.
Short-Term Liquidity
We fund our working capital and capital requirements with cash flows from operating
activities, and, if required, borrowings under the Credit Facility (described below) and return of
advances previously made to WPZ.
We invest cash through participation in WPZs cash management program. At March 31, 2010, the
advances due to us by WPZ totaled approximately $32.3 million. At March 31, 2010, the advances due
to us by Williams totaled approximately $25.1 million. These advances are represented by one or
more demand obligations. The interest rate on these demand notes was based upon the overnight
investment rate paid on WPZs and Williams excess cash, which was approximately 0.01 percent and
0.03 percent, respectively, at March 31, 2010.
Credit Agreement
As part of the restructuring, we were removed as borrowers under the $1.5 billion credit
facility we shared as co-borrowers with Williams and Transco. On February 17, 2010, we entered
into a new $1.75 billion three-year senior unsecured revolving credit facility (Credit Facility)
with WPZ and Transco, as co-borrowers, and Citibank, N.A., as administrative agent, and certain
other lenders named therein. The full amount of the Credit Facility is available to WPZ, and may,
under certain conditions, be increased by up to an additional $250 million. We have access to
borrow up to $400 million under the Credit Facility to the extent not otherwise utilized by WPZ and
Transco. Interest is calculated based on a choice of two methods: (i) a fluctuating base rate
equal to Citibank, N.A.s adjusted base rate plus an applicable margin, or (2) a periodic fixed
rate equal to LIBOR plus an applicable margin. The adjusted base rate will be the highest of (1)
the federal funds rate plus 0.5 percent, (ii) Citibank, N.A.s publicly announced base rate, and
(iii) one month LIBOR plus 1.0 percent. WPZ is required to pay a commitment fee (currently 0.5
percent) based on the unused portion of the Credit Facility. The applicable margin and the
commitment fee are based on the borrowers senior unsecured long-term debt ratings.
Under the Credit Facility, WPZ is required to maintain a ratio of debt to EBITDA (each as
defined in the Credit Facility) of no greater than 5.00 to 1.00 for itself and its consolidated
subsidiaries. The debt to EBITDA ratio is measured on a rolling four-quarter basis. For us and
our consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt)
is not permitted to be greater than 55 percent. Each of the above ratios will be tested, beginning
June 30, 2010, at the end of each fiscal quarter.
The Credit Facility includes customary events of default. If an event of default with respect
to a borrower occurs under the Credit Facility, the lenders will be able to terminate the
commitments for all borrowers and accelerate the maturity of the loans of the defaulting borrower
under the Credit Facility and exercise other rights and remedies.
As of March 31, 2010, there were no letters of credit issued by the participating institutions
under the Credit Facility, and revolving credit loans of $108.0 million, $8.0 million of which were
associated with us, were outstanding.
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CAPITAL REQUIREMENTS
The transmission and storage business can be capital intensive, requiring significant
investment to maintain and upgrade existing facilities and construct new facilities.
We anticipate 2010 capital expenditures will be between $120 million and $140 million. Of
this total, $95 million to $115 million is considered nondiscretionary due to legal, regulatory
and/or contractual requirements. Our property, plant and equipment additions were $6.7 million and
$5.5 million for the three months ended March 31, 2010 and 2009, respectively.
CREDIT RATINGS
During the first quarter of 2010, the credit ratings on our senior unsecured long-term debt
remained unchanged with investment grade ratings from all three agencies, as shown below.
Moodys Investors Service
|
Baa2 | |
Standard and Poors
|
BBB- | |
Fitch Ratings
|
BBB |
At March 31, 2010, our credit rating outlook is stable from Moodys Investors Service and
Fitch Ratings. On January 12, 2010, Standard and Poors revised our ratings outlook to positive
from stable.
With respect to Moodys, a rating of Baa or above indicates an investment grade rating. A
rating below Baa is considered to have speculative elements. A Ba rating indicates an
obligation that is judged to have speculative elements and is subject to substantial credit risk.
The 1, 2 and 3 modifiers show the relative standing within a major category. A 1 indicates
that an obligation ranks in the higher end of the broad rating category, 2 indicates a mid-range
ranking, and 3 ranking at the lower end of the category.
With respect to Standard and Poors, a rating of BBB or above indicates an investment grade
rating. A rating below BBB indicates that the security has significant speculative
characteristics. A BB rating indicates that Standard and Poors believes the issuer has the
capacity to meet its financial commitment on the obligation, but adverse business conditions could
lead to insufficient ability to meet financial commitments. Standard and Poors may modify its
ratings with a + or a - sign to show the obligors relative standing within a major rating
category.
With respect to Fitch, a rating of BBB or above indicates an investment grade rating. A
rating below BBB is considered speculative grade. A BB rating from Fitch indicates that there
is a possibility of credit risk developing, particularly as the result of adverse economic change
over time; however, business or financial alternatives may be available to allow financial
commitments to be met. Fitch may add a + or a - sign to show the obligors relative standing
within a major rating category.
Credit rating agencies perform independent analyses when assigning credit ratings. No
assurance can be given that the credit rating agencies will continue to assign us investment grade
ratings even if we meet or exceed their current criteria for investment grade ratios.
OTHER
Off-Balance Sheet Arrangements
We have no guarantees of off-balance sheet debt to third parties and maintain no debt
obligations that contain provisions requiring accelerated payment of the related obligations in the
event of specified levels of declines in Williams, WPZs or our credit ratings.
Impact of Inflation
We have generally experienced increased costs in recent years due to the effect of inflation
on the cost of labor, benefits, materials and supplies, and property, plant and equipment. A
portion of the increased labor and materials and supplies costs can directly affect income through
increased operating and maintenance
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Table of Contents
costs. The cumulative impact of inflation over a number of
years has resulted in increased costs for current replacement of productive facilities. The
majority of the costs related to our property, plant and equipment and materials and supplies is
subject to rate-making treatment, and under current FERC practices, recovery is limited to
historical costs. While amounts in excess of historical cost are not recoverable under current FERC
practices, we believe we may be allowed to recover and earn a return based on the increased actual
costs incurred when existing facilities are replaced. However, cost-based regulation along with
competition and other market factors limit our ability to price services or products to ensure
recovery of inflations effect on costs.
Environmental Matters
Please see Item 1. Financial Statements Notes to Financial Statements: Note 2. Contingent
Liabilities and Commitments Environmental Matters.
Safety Matters
Please see Item 1. Financial Statements Notes to Financial Statements: Note 2. Contingent
Liabilities and Commitments Safety Matters Pipeline Integrity Regulations.
Legal Matters
We are party to various legal actions arising in the normal course of business. Our management
believes that the disposition of outstanding legal actions will not have a material adverse impact
on our future liquidity or financial condition.
CONCLUSION
Although no assurances can be given, we currently believe that the aggregate of cash flows
from operating activities, supplemented when necessary, by advances or capital contributions from
our partners and/or borrowings under the Credit Facility, will provide us with sufficient liquidity
to meet our capital requirements. We anticipate that we will be able to access public and private
debt markets on terms commensurate with our credit ratings to finance our capital requirements,
when needed.
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Table of Contents
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A. Quantitative and
Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended
December 31, 2009. Our exposures to market risk have not changed materially since December 31,
2009.
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Table of Contents
Item 4(T). Controls and Procedures
Our management, including our Senior Vice President and our Vice President and Treasurer, 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) (Disclosure Controls) or our internal controls 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 Northwest 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 the 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 Treasurer. Based upon that evaluation, our Senior Vice President and our
Vice President and Treasurer concluded that these Disclosure Controls are effective at a reasonable
assurance level.
In the first quarter of 2010 and related to our financial statements for the period ended
December 31, 2009, we identified a material weakness related to the manner in which we presented
and recognized certain pension and post retirement obligations in certain benefit plans for which
Williams is the plan sponsor.
A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of
the annual or interim financial statements will not be prevented or detected on a timely basis.
We had previously recorded Williams-allocated amounts related to these benefit plans on a
single-employer basis rather than a multi-employer accounting model. As the plan assets are not
legally segregated and we are not contractually required to assume these obligations upon
withdrawal, we concluded that the appropriate accounting model for these historical financial
statements is a multi-employer model. We corrected our method of accounting for the
Williams-allocated amounts related to certain pension and post retirement plans to the
multi-employer model and this change was reflected in our financial statements for the period ended
December 31, 2009. We also enhanced our controls that ensure proper selection and application of
generally accepted accounting principles. We consider this material weakness to be remediated as
of March 31, 2010.
First-Quarter 2010 Changes in Internal Controls
Other than described above, there have been no changes during the first quarter of 2010 that
have materially affected, or are reasonably likely to materially affect, our Internal Controls.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
The information called for by this item is provided in Note 2. Contingent
Liabilities and Commitments, included in the Notes to Financial Statements included under
Part I, Item 1. Financial Statements of this report, which information is incorporated by
reference.
Item 1A. RISK FACTORS.
Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2009, includes certain risk factors that could materially affect our
business, financial condition or future results. Those Risk Factors have not materially
changed.
Item 6. EXHIBITS.
The following instruments are included as exhibits to this report.
Exhibit | Description | |||
3(a) | Statement of
Partnership Existence
of Northwest Pipeline
GP (filed October 2,
2007 as Exhibit 3.1 to
Northwests current
report on Form 8-K)
and incorporated
herein by reference. |
|||
3(b) | Amended and Restated
General Partnership
Agreement of Northwest
Pipeline GP (filed
January 30, 2008 as
Exhibit 3.1 to
Northwests current
report on Form 8-K)
and incorporated
herein by reference. |
|||
10(a) | Credit Agreement,
dated as of February
17, 2010, by and among
Williams Partners
L.P., Transcontinental
Gas Pipe Line Company,
LLC, Northwest
Pipeline GP, the
lenders party thereto,
and Citibank, N.A., as
Administrative Agent
(filed as Exhibit 10.5
to Williams Partners
L.P.s current report
on Form 8-K, filed on
February 22, 2010
(File No. 001-32599)
and incorporated
herein by reference. |
|||
31(a)* | 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(b)* | 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(a)** | 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. |
* | Filed herewith | |
** | Furnished herewith. |
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHWEST PIPELINE GP Registrant |
||||
By: | /s/ R. Rand Clark | |||
R. Rand Clark | ||||
Controller (Duly Authorized Officer and Chief Accounting Officer) | ||||
Date: May 5, 2010
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Table of Contents
EXHIBIT INDEX
Exhibit | Description | |||
3(a) | Statement of
Partnership Existence
of Northwest Pipeline
GP (filed October 2,
2007 as Exhibit 3.1 to
Northwests current
report on Form 8-K)
and incorporated
herein by reference. |
|||
3(b) | Amended and Restated
General Partnership
Agreement of Northwest
Pipeline GP (filed
January 30, 2008 as
Exhibit 3.1 to
Northwests current
report on Form 8-K)
and incorporated
herein by reference. |
|||
10(a) | Credit Agreement,
dated as of February
17, 2010, by and among
Williams Partners
L.P., Transcontinental
Gas Pipe Line Company,
LLC, Northwest
Pipeline GP, the
lenders party thereto,
and Citibank, N.A., as
Administrative Agent
(filed as Exhibit 10.5
to Williams Partners
L.P.s current report
on Form 8-K, filed on
February 22, 2010
(File No. 001-32599)
and incorporated
herein by reference. |
|||
31(a)* | 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(b)* | 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(a)** | 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. |
* | Filed herewith | |
** | Furnished herewith. |
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