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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 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 1-32599
 Williams Partners L.P.
 (Exact name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    20-2485124(IRS Employer
Identification No.)One Williams Center, Tulsa, Oklahoma(Address of Principal Executive Offices)
    
    74172-0172(Zip Code)
 918-573-2000  (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Units
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None  (Title of Class)
 þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller Reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 



WILLIAMS PARTNERS L.P.
FORM 10-K
TABLE OF CONTENTS
 PagePART IItems 1 and 2.
    
    Business and Properties
    
    5Website Access to Reports and Other Information
    
    5General
    
    5Recent Events
    
    6Financial Information About Segments
    
    7Narrative Description of Business Prior to the Dropdown
    
    7Gathering and Processing  West Segment
    
    7Gathering and Processing  Gulf Segment
    
    7NGL Services Segment
    
    8Narrative Description of Our Business After Completion of the Dropdown
    
    9Gas Pipeline
    
    9Midstream Gas & Liquids
    
    13Regulatory Matters
    
    17Safety and Maintenance
    
    18Environmental Regulation
    
    19Competition After Completion of the Dropdown
    
    22Employees
    
    23Financial Information about Geographic Areas
    
    23Item 1A.
    
    Risk Factors
    
    23Forward-Looking Statements/Risk Factors and Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
    
    23Item 1B.
    
    Unresolved Staff Comments
    
    49Item 3.
    
    Legal Proceedings
    
    49Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    50PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    50Item 6.
    
    Selected Financial and Operational Data
    
    52Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    54Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    75Item 8.
    
    Financial Statements and Supplementary Data
    
    77Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    112Item 9A.
    
    Controls and Procedures
    
    112Item 9B.
    
    Other Information
    
    112PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    112Item 11.
    
    Executive Compensation
    
    118Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    121Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    124Item 14.
    
    Principal Accounting Fees and Services
    
    133PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    133EX-3.3EX-12EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32
  2




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DEFINITIONS
  Barrel:
 Bcf/d:
 bpd:
 British Thermal Units (Btu):
 BBtu/d:
 Dth:
 Mbbls/d
 MDth
 Mdt/d
 ¢/MMBtu:
 MMBtu:
 MMBtu/d:
 MMcf:
 MMcf/d:
 MMdt:
 MMdt/d
 TBtu:
  FERC:
 Fractionation:
 LNG:
 NGLs:
 NGL margins:
 Partially Owned Entities:
 3




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Pipeline Entities:
 Recompletions:
 Throughput:
 Workover:
 4




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WILLIAMS PARTNERS L.P.
FORM 10-K
 
 PART I
 
 Items 1 and 2. Business and Properties
  
 WEBSITE ACCESS TO REPORTS AND OTHER INFORMATION
 http://www.sec.gov.
 http://www.williamslp.com
 
 GENERAL
     5




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RECENT EVENTS
 The Dropdown
  
    
    $3.5 billion in cash, less certain expenses incurred by us relating to our acquisition
of the Contributed Entities. This cash consideration was financed through the private
issuance of $3.5 billion of senior unsecured notes with net proceeds of $3.466 billion.
    
    203 million of our Class C limited partnership units, which are identical to our common
limited partnership units except that for the distribution with respect to the first
quarter of 2010 they will receive a prorated quarterly distribution since they were not
outstanding during the full quarterly period. The Class C units will automatically convert
into our common limited partnership units following the record date for the distribution
with respect to the first quarter of 2010.
    
    an increase in the capital account of our general partner to allow it to maintain its 2%
general partner interest.
   
    
    Gas Pipeline will include Transcontinental Gas Pipe Line Company, LLC (Transco) and
Northwest Pipeline GP (Northwest Pipeline), which own and operate a combined total of
approximately 13,900 miles of pipelines with a total annual throughput of approximately
2,700 TBtu of natural gas and peak-day delivery capacity of approximately 12 MMdt of
natural gas. Gas Pipeline will also hold interests in joint venture interstate and
intrastate natural gas pipeline systems including a 24.5% interest in Gulfstream, which
owns an approximate 745-mile pipeline with the capacity to transport approximately 1.26
million Dth per day of natural gas.
    
    Midstream Gas & Liquids will include the Contributed Entities natural gas gathering,
processing and treating facilities located primarily in the Rocky Mountain and Gulf Coast
regions of the United States and natural gas and crude oil gathering and transportation
facilities in the Gulf Coast region of the United States.
 WMZ Exchange Offer
  New Credit Facility
  6




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FINANCIAL INFORMATION ABOUT SEGMENTS
  
 NARRATIVE DESCRIPTION OF BUSINESS PRIOR TO THE DROPDOWN
   
 Gathering and Processing  West
  Four Corners
   Wamsutter
    
 Gathering and Processing  Gulf
  7




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Discovery
  Carbonate Trend Pipeline
  
 NGL Services
  Conway Storage Assets
   Conway Fractionation Facility
   8




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NARRATIVE DESCRIPTION OF OUR BUSINESS AFTER COMPLETION OF THE
DROPDOWN
  
    
    Gas Pipeline this segment includes our interstate natural gas pipelines and pipeline
joint venture investments. Gas Pipeline also includes our interests in WMZ, a
publicly traded master limited partnership that was formed by Williams in 2007.
    
    Midstream Gas & Liquids this segment includes our natural gas gathering, treating and
processing business and is comprised of several wholly owned and partially owned
subsidiaries.
  
 Gas Pipeline
  Transco
  Pipeline system and customers
    Transco expansion projects
  9




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Sentinel Expansion Project
  Mobile Bay South Expansion Project
  Mobile Bay South II Expansion Project
  85 North Expansion Project
  Mid-South Expansion Project
  Mid-Atlantic Connector Project
  Rockaway Delivery Lateral Project
  10




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Operating statistics
  2009
    
    

2008
    
    
    2007(In TBtu)Market-area deliveries:Long-haul transportation
    
    
    624
    
    
    
    753
    
    
    
    839Market-area transportation
    
    
    1,093
    
    
    
    969
    
    
    
    875Total market-area deliveries
    
    
    1,717
    
    
    
    1,722
    
    
    
    1,714Production-area transportation
    
    
    184
    
    
    
    188
    
    
    
    190Total system deliveries
    
    
    1,901
    
    
    
    1,910
    
    
    
    1,904Average Daily Transportation Volumes
    
    
    5.2
    
    
    
    5.2
    
    
    
    5.2Average Daily Firm Reserved Capacity
    
    
    6.8
    
    
    
    6.8
    
    
    
    6.6
  Northwest Pipeline
   Pipeline system and customers
    Northwest Pipeline expansion projects
  11




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Colorado Hub Connection Project
  Sundance Trail Expansion
  Operating statistics
  2009
    
    

2008
    
    
    2007(In TBtu)Total Transportation Volume
    
    
    769
    
    
    
    781
    
    
    
    757Average Daily Transportation Volumes
    
    
    2.1
    
    
    
    2.1
    
    
    
    2.1Average Daily Reserved Capacity Under Base Firm Contracts, excluding peak capacity
    
    
    2.7
    
    
    
    2.5
    
    
    
    2.5Average Daily Reserved Capacity Under Short-Term Firm Contracts (1)
    
    
    0.5
    
    
    
    0.7
    
    
    
    0.8
 
 (1)
    
    Consists primarily of 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. Gulfstream
  Owners of Gulfstream
    
    Ownership InterestWilliams Partners Operating LLC, a subsidiary of Williams Partners L.P.
    
    
    24.5
    %WGP Gulfstream Pipeline Company, L.L.C., an indirect, wholly owned subsidiary of Williams
    
    
    25.5
    %Spectra
Energy Partners OLP, LP, a Delaware master limited partnership
    
    
    24.5
    %Spectra Energy Southeast Pipeline Corporation, an indirect, wholly owned subsidiary of
Spectra Energy Corporation
    
    
    25.5
    %
 Gulfstream expansion projects
  12




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WMZ
   
 Midstream Gas & Liquids
   
    
    Retaining and attracting customers by continuing to provide reliable services;
    
    Revenue growth associated with additional infrastructure either completed or currently
under construction;
    
    Disciplined growth in our core service areas and new step-out areas;
    
    Prices impacting our commodity-based processing activities.
 Gathering, processing and treating
  
    
    Ethane, primarily used in the petrochemical industry as a feedstock for ethylene
production, one of the basic building blocks for plastics;
    
    Propane, used for heating, fuel and as a petrochemical feedstock in the production of
ethylene and propylene, another building block for petrochemical-based products such as
carpets, packing materials and molded plastic parts;
    
    Normal butane, iso-butane and natural gasoline, primarily used by the refining industry
as blending stocks for motor gasoline or as a petrochemical feedstock.
  13




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West region gathering, processing and treating
   
    
    Approximately 3,500 miles of gathering pipelines with a capacity of nearly one Bcf/d and
over 4,000 receipt points serving the Wamsutter and southwest Wyoming areas in Wyoming;
    
    Opal and Echo Springs processing plants with a combined daily inlet capacity of over
1,800 MMcf/d and NGL processing capacity of nearly 100 Mbbls/d.
  
    
    Approximately 3,800 miles of gathering pipelines with a capacity of nearly two Bcf/d and
approximately 6,500 receipt points serving the San Juan basin in New Mexico and Colorado;
    
    Ignacio, Kutz and Lybrook processing plants with a combined daily inlet capacity of 765
MMcf/d and NGL processing capacity of approximately 40 Mbbls/d. The Ignacio plant also has
the capacity to produce slightly more than one Mbbls/d of LNG;
    
    Milagro and Esperanza natural gas treating plants, which remove carbon dioxide but do not
extract NGLs, with a combined daily inlet capacity of 750 MMcf/d. At our Milagro facility,
we also use gas-driven turbines to produce approximately 60 mega-watts per day of
electricity which we primarily sell into the local electrical grid.
  
    
    The Willow Creek processing plant, a 450 MMcf/d cryogenic natural gas processing plant in
western Colorados Piceance basin, is designed to recover 30 Mbbls/d of NGLs. In the third
quarter of 2009, construction was finished and the plant began operations. The plant is
currently operating at its designed inlet capacity. In the current processing arrangement
with Williams Exploration & Production segment, Midstream receives a volumetric-based
processing fee and a percent of the NGLs extracted.
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
    
    Parachute Lateral, a 38-mile, 30-inch diameter line transporting gas from the Parachute
area to the Greasewood hub and White River hub in northwest Colorado. Our Willow Creek plant
processes gas flowing through the Parachute Lateral.
    
    PGX pipeline delivering NGLs previously transported by truck from Williams Exploration &
Production segments existing Parachute area processing plants to a major NGL transportation
pipeline system.
 West region expansion projects
  
    
    We expect to significantly increase the processing and NGL production capacities at our
Echo Springs cryogenic natural gas processing plant in Wyoming. The addition of a fourth
cryogenic processing train will add approximately 350 MMcf/d of processing capacity and 30
Mbbls/d of NGL production capacity, nearly doubling Echo Springs capacities in both cases.
We began construction on the fourth train at Echo Springs during the second half of 2009 and
expect to bring the additional capacity online during late 2010.
 Gulf region gathering, processing and treating
  
    
    Over 700 miles of onshore and offshore natural gas gathering pipelines with a combined
capacity of approximately 3.5 Bcf/d, including:
 
    
    The 115-mile deepwater Seahawk gas pipeline in the western Gulf of Mexico, flowing
into our Markham processing plant and serving the Boomvang and Nansen field areas;
    
    The 139-mile Canyon Chief gas pipeline, now including the 37-mile Blind Faith
extension added in the fourth quarter of 2008, in the eastern Gulf of Mexico, flowing
into our Mobile Bay processing plant and serving the Devils Tower, Triton, Goldfinger,
Bass Lite and Blind Faith fields;
 
    
    Mobile Bay and Markham processing plants with a combined daily inlet capacity of nearly
1,000 MMcf/d and NGL handling capacity of 50 Mbbls/d;
    
    Canyon Station production platform, which brings natural gas to specifications allowable
by major interstate pipelines but does not extract NGLs, with a daily inlet capacity of 500
MMcf/d;
    
    Three deepwater crude oil pipelines with a combined length of 300 miles and capacity of
325 Mbbls/d including:
 
    
    BANJO pipeline running parallel to the Seahawk gas pipeline delivering
production from two producer-owned spar-type floating production systems; and delivering
production to our shallow-water platform at Galveston Area Block A244 (GA-A244) and then
onshore through ExxonMobils Hoover Offshore Oil Pipeline System (HOOPS);
    
    Alpine pipeline in the central Gulf of Mexico, serving the Gunnison field,
and delivering production to GA-A244 and then onshore through HOOPS under a joint tariff
agreement;
    
    Mountaineer oil pipeline which connects to similar production sources as our
Canyon Chief pipeline and, now including the new Blind Faith extension, ultimately
delivering production to ChevronTexacos Empire Terminal in Plaquemines Parish,
Louisiana;
 
    
    Devils Tower production platform located in Mississippi Canyon Block 773, approximately
150 miles south-southwest of Mobile, Alabama and serving production from the Devils Tower,
Triton, Goldfinger and Bass Lite fields. Located in 5,610 feet of water, it is one of the
worlds deepest dry tree spars. The platform, which is operated by ENI Petroleum on our
behalf, is capable of handling 210 MMcf/d of natural gas and 60 Mbbls/d of oil.
 15




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Gulf region expansion projects
  NGL marketing services
  Other
      16




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Operating statistics
  2009
    
    
    2008
    
    
    2007Volumes: (1)Gathering (TBtu)
    
    
    1,068
    
    
    
    1,013
    
    
    
    1,045Plant inlet natural gas (TBtu)
    
    
    1,342
    
    
    
    1,311
    
    
    
    1,275NGL production (Mbbls/d) (2)
    
    
    164
    
    
    
    154
    
    
    
    163NGL equity sales (Mbbls/d) (2)
    
    
    80
    
    
    
    80
    
    
    
    92Crude oil gathering (Mbbls/d) (2)
    
    
    109
    
    
    
    70
    
    
    
    80
 
 (1)
    
    Excludes volumes associated with partially owned assets, such as
our Discovery and Laurel Mountain investments, that are not
consolidated for financial reporting purposes.(2)
    
    Annual average Mbbls/d. 
 REGULATORY MATTERS
 Gas Pipeline
   
    
    Costs of providing service, including depreciation expense;
    
    Allowed rate of return, including the equity component of the capital structure and
related income taxes;
    
    Volume throughput assumptions.
  Midstream Gas & Liquids
   17




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Safety and Maintenance
   Gas Pipeline Integrity Regulations
   Midstream
    18




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ENVIRONMENTAL REGULATION
  
    
    requiring the acquisition of permits to conduct regulated activities;
    
    restricting the manner in which materials can be released into the environment;
    
    imposing investigatory and remedial obligations to monitor or mitigate emissions or
releases from former or current operations;
    
    imposing significant reporting requirements;
    
    assessing administrative, civil and criminal penalties for failure to comply with
applicable legal requirements;
    
    in certain instances, enjoining some or all of the operations of facilities deemed in
non-compliance with permits issued pursuant to applicable laws and regulations; and
    
    limiting or prohibiting construction activities in sensitive areas such as wetlands,
coastal regions, or areas inhabited by endangered species.Environmental laws and regulations affecting us include, but are not limited to:
    
    Resource Conservation and Recovery Act (RCRA) and analogous state laws, which impose
stringent requirements for the management of solid wastes, including hazardous wastes,
pursuant to a comprehensive regulatory regime;
    
    Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and
analogous state laws, which regulate the cleanup of hazardous substances that may have
been released at properties currently or previously owned or operated by us or locations
to which we have sent wastes for disposal;
    
    Clean Air Act (CAA) and analogous state laws, which impose obligations related to air
emissions;
    
    Clean Water Act (CWA) and analogous state laws, which regulate discharge of wastewaters
from our facilities to state and federal waters;
    
    the National Environmental Policy Act (NEPA), which requires federal agencies to assess
and consider the environmental impacts of major federal projects (which may include
situations where federal money, lands, or permitting are involved) when making decisions;
    
    the Endangered Species Act (ESA), which requires the evaluation of potential impact on
endangered or threatened species and may restrict activities that adversely affect such
species;
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
    
    the Rivers and Harbors Act which, among other things, requires permits for the
installation of structures and other work in navigable waters of the United States; and
    
    the Toxic Substances Control Act (TSCA), which provides the EPA with authority to
require reporting, record-keeping and testing requirements, and restrictions relating to
chemical substances and/or mixtures.
    Waste Management
   Site Remediation
  20




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Air Emissions
   Water Discharges
  Activities on Federal Lands
  Endangered Species
  21




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Hazardous Materials Transportation Requirements
  Kansas Department of Health and Environment Obligations
       
 COMPETITION AFTER COMPLETION OF THE DROPDOWN
 Gas Pipeline.
 22




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Midstream Gas & Liquids.
 
 Employees
  
 FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
  
 Item 1A. Risk Factors
 
 FORWARD-LOOKING STATEMENTS, RISK FACTORS AND CAUTIONARY STATEMENT FOR
PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
   
    
    amounts and nature of future capital expenditures;
    
    expansion and growth of our business and operations;
    
    financial condition and liquidity;
 23




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
    
    business strategy;
    
    cash flow from operations or results of operations;
    
    the levels of cash distributions to unitholders;
    
    seasonality of certain business segments; and
    
    natural gas and NGL prices and demand.
  
    
    whether we have sufficient cash from operations to enable us to maintain current levels
of cash distributions or to pay the minimum quarterly distribution following establishment
of cash reserves and payment of fees and expenses, including payments to our general
partner;
    
    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 costs and funding obligations for defined benefit pension plans and other
postretirement benefit plans;
    
    changes in maintenance and construction costs;
    
    changes in the current geopolitical situation;
    
    our exposure to the credit risks 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 SEC.
 24




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RISK FACTORS
  Risks Inherent in Our Business
 We may not have sufficient cash from operations to enable us to maintain current levels of cash
distributions or to pay the minimum quarterly distribution following establishment of cash
reserves and payment of fees and expenses, including payments to our general partner.
  

    the prices we obtain for our services;

    the prices of, level of production of, and demand for natural gas and NGLs and our NGL
margins;

    the volumes of natural gas we gather, transport, process and treat and the volumes of
NGLs we fractionate and store;

    the level of our operating costs, including payments to our general partner; and

    prevailing economic conditions.
  

    the level of capital expenditures we make;

    the restrictions contained in Williams indentures, our indentures and credit facility
and our debt service requirements;

    the cost of acquisitions, if any;

    fluctuations in our working capital needs;

    our ability to borrow for working capital or other purposes;

    the amount, if any, of cash reserves established by our general partner; and

    the amount of cash that the Partially Owned Entities and our subsidiaries distribute to
us.
 25




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We may not be able to grow or effectively manage our growth.
   Prices for natural gas liquids, natural gas and other commodities are volatile and this
volatility could adversely affect our financial results, cash flows, access to capital and
ability to maintain existing businesses.
   

    worldwide and domestic supplies of and demand for natural gas, NGLs, petroleum, and
related commodities;

    turmoil in the Middle East and other producing regions;

    the activities of the Organization of Petroleum Exporting Countries;

    terrorist attacks on production or transportation assets;

    weather conditions;

    the level of consumer demand;

    the price and availability of other types of fuels;

    the availability of pipeline capacity;

    supply disruptions, including plant outages and transportation disruptions;

    the price and level of foreign imports;
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
    
    domestic and foreign governmental regulations and taxes;
    
    volatility in the natural gas markets;
    
    the overall economic environment;
    
    the credit of participants in the markets where products are bought and sold; and
    
    the adoption of regulations or legislation relating to climate change.
 We might not be able to successfully manage the risks associated with selling and marketing
products in the wholesale energy markets.
  Any decrease in NGL prices or a change in NGL prices relative to the price of natural gas could
affect our processing, fractionation and storage businesses.
  The long-term financial condition of our natural gas transportation and midstream businesses is
dependent on the continued availability of natural gas supplies in the supply basins that we
access, demand for those supplies in our traditional markets, and the prices of and market
demand for natural gas.
   27




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Our risk measurement and hedging activities might not be effective and could increase the
volatility of our results.
     
    
    volumes are less than expected;
    
    the hedging instrument is not perfectly effective in mitigating the risk being hedged;
and
    
    the counterparties to our hedging arrangements fail to honor their financial
commitments.
 Our industry is highly competitive, and increased competitive pressure could adversely affect
our business and operating results.
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We are exposed to the credit risk of our customers, and our credit risk management may not be
adequate to protect against such risk.
  The failure of counterparties to perform their contractual obligations could adversely affect our
operating results, financial condition and cash available to make distributions.
  If third-party pipelines and other facilities interconnected to our pipelines and facilities
become unavailable to transport natural gas and NGLs or to treat natural gas, our revenues and
cash available to pay distributions could be adversely affected.
   Future disruptions in the global credit markets may make equity and debt markets less accessible,
create a shortage in the availability of credit and lead to credit market volatility, which could
disrupt our financing plans and limit our ability to grow.
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Adverse economic conditions could negatively affect our results of operations.
  Restrictions in our debt agreements and our leverage may affect our future financial and
operating flexibility.
   
    
    make it more difficult for us to satisfy our obligations with respect our senior
unsecured notes and our other indebtedness, which could in turn result in an event of
default on such other indebtedness or our outstanding notes;
    
    impair our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions, general partnership purposes or other purposes;
    
    adversely affect our ability to pay cash distributions to unitholders;
    
    diminish our ability to withstand a continued or future downturn in our business or the
economy generally;
    
    require us to dedicate a substantial portion of our cash flow from operations to debt
service payments, thereby reducing the availability of cash for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes;
    
    limit our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate; and
    
    place us at a competitive disadvantage compared to our competitors that have
proportionately less debt.
   30




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Our debt agreements and Williams public indentures contain financial and operating restrictions
that may limit our access to credit and affect our ability to operate our business. In addition,
our ability to obtain credit in the future will be affected by Williams credit ratings.
     Our subsidiaries are not prohibited from incurring indebtedness by their organizational
documents, which may affect our ability to make distributions to unitholders.
  A downgrade of our credit rating could impact our liquidity, access to capital and our costs of
doing business, and maintaining credit ratings is under the control of independent third
parties.
  31




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
    
    economic downturns;
    
    deteriorating capital market conditions;
    
    declining market prices for natural gas, NGLs and other commodities;
    
    terrorist attacks or threatened attacks on our facilities or those of other energy
companies; and
    
    the overall health of the energy industry, including the bankruptcy or insolvency of
other companies.
  We are subject to risks associated with climate change.
  Our assets and operations can be affected by weather and other natural phenomena.
   We depend on certain key customers and producers for a significant portion of our revenues and
supply of natural gas and NGLs. If we lost any of these key customers or producers or contracted
volumes, our revenues and cash available to pay distributions could decline.
  We do not own all of the interests in Partially Owned Entities, which could adversely affect our
ability to operate and control these assets in a manner beneficial to us.
  32




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The Partially Owned Entities may reduce their cash distributions to us in some situations.
  Significant prolonged changes in natural gas prices could affect supply and demand, cause a
reduction in or termination of the long-term transportation and storage contracts or throughput on
the Pipeline Entities systems, and adversely affect our cash available to make distributions.
  The Pipeline Entities natural gas sales, transportation and storage operations are subject to
regulation by FERC, which could have an adverse impact on their ability to establish transportation
and storage rates that would allow them to recover the full cost of operating their respective
pipelines, including a reasonable rate of return.
  
    
    transportation and sale for resale of natural gas in interstate commerce;
    
    rates, operating terms and conditions of service, including initiation and
discontinuation of service;
    
    the types of services the Pipeline Entities may offer to their customers;
    
    certification and construction of new facilities;
    
    acquisition, extension, disposition or abandonment of facilities;
    
    accounts and records;
    
    depreciation and amortization policies;
    
    relationships with affiliated companies who are involved in marketing functions of the
natural gas business; and
    
    market manipulation in connection with interstate sales, purchases or transportation of
natural gas.
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The Pipeline Entities could be subject to penalties and fines if they fail to comply with FERC
regulations.
  The outcome of certain FERC proceedings involving FERC policy statements is uncertain and could
affect the level of return on equity that the Pipeline Entities may be able to achieve in any
future rate proceeding.
     The outcome of future rate cases to set the rates the Pipeline Entities can charge customers on
their respective pipelines might result in rates that lower their return on the capital invested
in those pipelines.
  34




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The outcome of future rate cases will determine the amount of income taxes the Pipeline
Entities will be allowed to recover.
  Legal and regulatory proceedings and investigations relating to the energy industry and capital
markets have adversely affected the Pipeline Entities businesses and may continue to do so.
   Increased competition from alternative natural gas transportation and storage options and
alternative fuel sources could have a significant financial impact on us.
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We may not be able to maintain or replace expiring natural gas transportation and storage
contracts at favorable rates or on a long-term basis.
   
    
    the level of existing and new competition to deliver natural gas to our markets;
    
    the growth in demand for natural gas in our markets;
    
    whether the market will continue to support long-term firm contracts;
    
    whether our business strategy continues to be successful;
    
    the level of competition for natural gas supplies in the production basins serving us;
and
    
    the effects of state regulation on customer contracting practices.
  Competitive pressures could lead to decreases in the volume of natural gas contracted or
transported through the Pipeline Entities pipeline systems.
  Decreases in demand for natural gas could adversely affect our business.
  The failure of new sources of natural gas production or LNG import terminals to be successfully
developed in North America could increase natural gas prices and reduce the demand for our
services.
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Certain of the Pipeline Entities services are subject to long-term, fixed-price contracts that
are not subject to adjustment, even if our cost to perform such services exceeds the revenues
received from such contracts.
  Our operations are subject to operational hazards and unforeseen interruptions for which they
may not be adequately insured.
  
    
    hurricanes, tornadoes, floods, fires, extreme weather conditions and other natural
disasters;
    
    aging infrastructure and mechanical problems;
    
    damages to pipelines and pipeline blockages;
    
    uncontrolled releases of natural gas (including sour gas), NGLs, brine or industrial
chemicals;
    
    collapse of NGL storage caverns;
    
    operator error;
    
    damage inadvertently caused by third party activity, such as operation of construction
equipment;
    
    pollution and other environmental risks;
    
    fires, explosions, craterings and blowouts;
    
    risks related to truck and rail loading and unloading;
    
    risks related to operating in a marine environment; and
    
    terrorist attacks or threatened attacks on our facilities or those of other energy
companies.
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Some portions of our current pipeline infrastructure and other assets have been in use for many
decades, which may adversely affect our business.
  Our operations are subject to governmental laws and regulations relating to the protection of
the environment, which may expose us to significant costs and liabilities and could exceed
current expectations.
  
    
    CAA and analogous state laws, which impose obligations related to air emissions;
    
    CWA, and analogous state laws, which regulate discharge of wastewaters from our
facilities to state and federal waters;
    
    CERCLA, and analogous state laws, which regulate the cleanup of hazardous substances
that may have been released at properties currently or previously owned or operated by us
or locations to which we have sent wastes for disposal; and
    
    RCRA, and analogous state laws, which impose requirements for the handling and discharge
of solid and hazardous waste from our facilities.
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We do not insure against all potential losses and could be seriously harmed by unexpected
liabilities or by the ability of the insurers we do use to satisfy our claims.
   39




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Execution of our capital projects subjects us to construction risks, increases in labor costs
and materials, and other risks that may adversely affect financial results.
  
    
    the ability to obtain necessary approvals and permits by regulatory agencies on a timely
basis and on acceptable terms;
    
    the availability of skilled labor, equipment, and materials to complete expansion
projects;
    
    potential changes in federal, state and local statutes and regulations, including
environmental requirements, that prevent a project from proceeding or increase the
anticipated cost of the project;
    
    impediments on our ability to acquire rights-of-way or land rights on a timely basis and
on acceptable terms;
    
    the ability to construct projects within estimated costs, including the risk of cost
overruns resulting from inflation or increased costs of equipment, materials, labor or
other factors beyond our control, that may be material; and
    
    the ability to access capital markets to fund construction projects.
  Our operating results for certain segments of our business might fluctuate on a seasonal and
quarterly basis.
  We do not operate all of our assets. This reliance on others to operate our assets and to
provide other services could adversely affect our business and operating results.
   We do not own all of the land on which our pipelines and facilities are located, which could
disrupt our operations.
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Potential changes in accounting standards might cause us to revise our financial results and
disclosures in the future, which might change the way analysts measure our business or financial
performance.
  Institutional knowledge residing with current employees nearing retirement eligibility might
not be adequately preserved.
  Failure of or disruptions to our outsourcing relationships might negatively impact our ability
to conduct our business.
   Acts of terrorism could have a material adverse effect on our financial condition, results of
operations and cash flows.
  Risks Inherent in an Investment in Us
 We may not realize the anticipated benefits from the Dropdown.
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Williams did not seek a vote of its shareholders in
connection with the Dropdown. If there
is a determination that such a vote was required, the resulting consequences could impact us.
  We will have certain indemnification obligations in favor of Williams subsequent to the
completion of the Dropdown .
  Williams controls our general partner, which has sole responsibility for conducting our business
and managing our operations. Our general partner and its affiliates have conflicts of interest
with us and limited fiduciary duties, and they may favor their own interests to the detriment of
our unitholders.
  
    
    neither our partnership agreement nor any other agreement requires Williams or its
affiliates to pursue a business strategy that favors us. Williams directors and officers
have a fiduciary duty to make decisions in the best interests of the owners of Williams,
which may be contrary to ours;
    
    all of the executive officers and certain of the directors of our general partner are
also officers and/or directors of Williams and WMZs general partner, and these persons will
also owe fiduciary duties to those entities;
    
    our general partner is allowed to take into account the interests of parties other than
us, such as Williams and its affiliates, in resolving conflicts of interest;
    
    Williams owns common units representing an 82% limited partner interest in us, and if a
vote of limited partners is required, Williams will be entitled to vote its units in
accordance with its own interests, which may be contrary to our interests or your interests;
    
    all of the executive officers and certain of the directors of our general partner will
devote significant time to the business of Williams and/or Williams Partners, and will be
compensated by Williams for the services rendered to them;
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
    
    our general partner determines the amount and timing of our cash reserves, asset
purchases and sales, capital expenditures, borrowings and issuances of additional
partnership securities, each of which can affect the amount of cash that is distributed to
our unitholders;
    
    our general partner determines the amount and timing of any capital expenditures and,
based on the applicable facts and circumstances, whether a capital expenditure is classified
as a maintenance
capital expenditure, which reduces operating surplus, or an expansion capital expenditure or
investment capital expenditure, neither of which reduces operating surplus. This determination
can affect the amount of cash that is distributed to our unitholders and to our general
partner with respect to its incentive distribution rights;
    
    in some instances, our general partner may cause us to borrow funds in order to permit
the payment of cash distributions even if the purpose or effect of the borrowing is to make
incentive distributions to our general partner;
    
    our general partner determines which costs incurred by it and its affiliates are
reimbursable by us;
    
    our partnership agreement does not restrict our general partner from causing us to pay it
or its affiliates for any services rendered to us or entering into additional contractual
arrangements with any of these entities on our behalf;
    
    our general partner intends to limit its liability regarding our contractual and other
obligations and in some circumstances is required to be indemnified by us;
    
    our general partner may exercise its limited right to call and purchase common units if
it and its affiliates own more than 85% of the common units;
    
    our general partner controls the enforcement of obligations owed to us by it and its
affiliates; and
    
    our general partner decides whether to retain separate counsel, accountants or others to
perform services for us.
 Our partnership agreement limits our general partners fiduciary duties to unitholders and
restricts the remedies available to unitholders for actions taken by our general partner that
might otherwise constitute breaches of fiduciary duty.
  
    
    permits our general partner to make a number of decisions in its individual capacity as
opposed to in its capacity as our general partner. This entitles our general partner to
consider only the interests and factors that it desires, and it has no duty or obligation to
give any consideration to any interest of, or factors affecting, us, our affiliates or any
limited partner. Examples include the exercise of its limited call right, its voting rights
with respect to the units it owns, its registration rights and its determination whether or
not to consent to any merger or consolidation of the partnership or amendment to the
partnership agreement;
    
    provides that our general partner will not have any liability to us or our unitholders
for decisions made in its capacity as a general partner so long as it acted in good faith,
meaning it believed the decision was in the best interests of our partnership;
    
    generally provides that affiliate transactions and resolutions of conflicts of interest
not approved by the conflicts committee of the board of directors of our general partner and
not involving a vote of unitholders must be on terms no less favorable to us than those
generally being provided to or available from unrelated third parties or be fair and
reasonable to us, as determined by our general partner in good faith. In determining
whether a transaction or resolution is fair and reasonable, our general partner may
consider the totality of the relationships between the parties involved, including other
transactions that may be particularly advantageous or beneficial to us;
    
    provides that our general partner, its affiliates and their officers and directors will
not be liable for monetary damages to us or our limited partners or assignees for any acts
or omissions unless there has been a final and non-appealable judgment entered by a court of
competent jurisdiction determining that our general partner or those other persons acted in
bad faith or engaged in fraud or willful misconduct; and
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
    
    provides that in resolving conflicts of interest, it will be presumed that in making its
decision our general partner or the conflicts committee of its board of directors acted in
good faith, and in any proceeding brought by or on behalf of any limited partner or us, the
person bringing or prosecuting such proceeding will have the burden of overcoming such
presumption.
  Affiliates of our general partner, including Williams, may not be limited in their ability to
compete with us. Williams is also not obligated to offer us the opportunity to acquire
additional assets or businesses from it, which could limit our commercial activities or our
ability to grow. In addition, all of the executive officers and certain of the directors of our
general partner are also officers and/or directors of Williams, and these persons will also owe
fiduciary duties to it.
  Holders of our common units have limited voting rights and are not entitled to elect our general
partner or its directors, which could reduce the price at which the common units will trade.
  Cost reimbursements due to our general partner and its affiliates will reduce cash available to
pay distributions to unitholders.
  Even if unitholders are dissatisfied, they have little ability to remove our general partner
without its consent.
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We have a holding company structure in which our subsidiaries conduct our operations and own our
operating assets, which may affect our ability to make payments on our debt obligations and
distributions on our common units.
  Our allocation from Williams for costs
for its defined benefit pension
plans and other postretirement benefit plans are affected by factors beyond our and Williams
control.
  The control of our general partner may be transferred to a third party without unitholder consent.
  We may issue additional common units without unitholder approval, which would dilute unitholder
ownership interests.
  
    
    our unitholders proportionate ownership interest in us will decrease;
    
    the amount of cash available to pay distributions on each unit may decrease;
    
    the ratio of taxable income to distributions may decrease;
    
    the relative voting strength of each previously outstanding unit may be diminished; and
    
    the market price of the common units may decline.
 Common units held by Williams eligible for future sale may adversely affect the price of our
common units.
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Our general partner has a limited call right that may require unitholders to sell their common
units at an undesirable time or price.
  Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our
common units.
  Your liability may not be limited if a court finds that unitholder action constitutes control of
our business.
  
    
    we were conducting business in a state but had not complied with that particular states
partnership statute; or
    
    your right to act with other unitholders to remove or replace the general partner, to
approve some amendments to our partnership agreement or to take other actions under our
partnership agreement constitute control of our business.
 Unitholders may have liability to repay distributions that were wrongfully distributed to them.
  Tax Risks
 Our tax treatment depends on our status as a partnership for federal income tax purposes, as well
as our not being subject to a material amount of entity-level taxation by states and localities.
If the Internal Revenue Service (IRS) were to treat us as a
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corporation or if we were to become
subject to a material amount of entity-level taxation for state or local tax purposes, then our
cash available for distribution to unitholders would be substantially reduced.
    The tax treatment of publicly traded partnerships or an investment in our common units could be
subject to potential legislative, judicial or administrative changes and differing
interpretations, possibly on a retroactive basis.
  We prorate our items of income, gain, loss and deduction between transferors and transferees of
the common units each month based upon the ownership of the common units on the first day of each
month, instead of on the basis of the date a particular common unit is transferred.
  An IRS contest of the federal income tax positions we take may adversely impact the market for the
common units, and the costs of any contest will reduce our cash available for distribution to our
unitholders and our general partner.
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Unitholders will be required to pay taxes on their share of our income even if unitholders do not
receive any cash distributions from us.
  The tax gain or loss on the disposition of the common units could be different than expected.
  Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may
result in adverse tax consequences to them.
  We will treat each purchaser of common units as having the same tax benefits without regard to the
actual common units purchased. The IRS may challenge this treatment, which could adversely affect
the value of the common units.
  Unitholders will likely be subject to state and local taxes and return filing requirements as a
result of investing in our common units.
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The sale or exchange of 50% or more of the total interest in our capital and profits within a
12-month period will result in the termination of our partnership for federal income tax purposes.
  We have adopted certain valuation methodologies that may result in a shift of income, gain, loss
and deduction between the general partner and the unitholders. The IRS may challenge this
treatment, which could adversely affect the value of the common units.
   
 Item 1B. Unresolved Staff Comments
  
 Item 3. Legal Proceedings
  Environmental Matters
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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information, Holders and Distributions
  th
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Cash DistributionHigh
    
    Low
    
    per Unit(a)2009Fourth Quarter
    
    $
    32.23
    
    
    $
    22.20
    
    
    $
    0.635Third Quarter
    
    
    23.80
    
    
    
    17.10
    
    
    
    0.635Second Quarter
    
    
    19.70
    
    
    
    10.89
    
    
    
    0.635First Quarter
    
    
    17.88
    
    
    
    8.54
    
    
    
    0.6352008Fourth Quarter
    
    $
    26.25
    
    
    $
    9.96
    
    
    $
    0.635Third Quarter
    
    
    32.84
    
    
    
    22.77
    
    
    
    0.635Second Quarter
    
    
    37.66
    
    
    
    31.33
    
    
    
    0.625First Quarter
    
    
    39.31
    
    
    
    31.24
    
    
    
    0.600
 
 (a)
    
    Represents cash distributions attributable to the quarter and declared
and paid within 45 days after quarter end. We paid cash distributions
to our general partner with respect to its 2% general partner interest
and incentive distribution rights that totaled $2.7 million and
$30.0 million for the 2009 and 2008 periods, respectively. Distributions of Available Cash
  
    
    less the amount of cash reserves established by our general partner to:
 
    
    provide for the proper conduct of our business (including reserves for future
capital expenditures and for our anticipated credit needs);
    
    comply with applicable law, any of our debt instruments or other agreements; or
    
    provide funds for distribution to our unitholders and to our general partner for any one
or more of the next four quarters;
 
    
    plus all cash on hand on the date of determination of available cash for the quarter
resulting from working capital borrowings made after the end of the quarter for which the
determination is being made. Working capital borrowings are borrowings used solely for
working capital purposes or to pay distributions made pursuant to a credit facility or other
arrangement to the extent such borrowings are required to be reduced to a relatively small
amount each year for an economically meaningful period of time.
  
    
    first, 98% to all unitholders, pro rata, and 2% to our general partner, until each
outstanding unit has received the minimum quarterly distribution for that quarter; and
    
    thereafter, cash in excess of the minimum quarterly distributions is distributed to the
unitholders and the general partner based on the incentive percentages below.
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Marginal PercentageTotal Quarterly Distribution
    
    Interest in DistributionsTarget Amount
    
    Unitholders
    
    General PartnerMinimum Quarterly Distribution
    

    $0.35

    
    
    98
    %
    
    
    2
    %First Target Distribution
    
    up to $0.4025
    
    
    98
    %
    
    
    2
    %Second Target Distribution
    
    above $0.4025 up to $0.4375
    
    
    85
    %
    
    
    15
    %Third Target distribution
    
    above $0.4375 up to $0.5250
    
    
    75
    %
    
    
    25
    %Thereafter
    
    Above $0.5250
    
    
    50
    %
    
    
    50
    %
  
    
    any existing arrearages in payment of the minimum quarterly distribution on the common
units will be extinguished; and
    
    our general partner will have the right to convert its general partner interest and, if
any, its incentive distribution rights into common units or to receive cash in exchange for
those interests.
  
 Item 6. Selected Financial and Operational Data
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Year Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Dollars in thousands, except per-unit amounts)Statement of Income Data:Revenues
    
    $
    470,189
    
    
    $
    637,060
    
    
    $
    572,817
    
    
    $
    563,410
    
    
    $
    514,972Costs and expenses
    
    
    368,437
    
    
    
    490,052
    
    
    
    457,880
    
    
    
    420,342
    
    
    
    395,556Operating income
    
    
    101,752
    
    
    
    147,008
    
    
    
    114,937
    
    
    
    143,068
    
    
    
    119,416Equity earnings  Wamsutter
    
    
    84,052
    
    
    
    88,538
    
    
    
    76,212
    
    
    
    61,690
    
    
    
    40,555Discovery investment income
    
    
    27,243
    
    
    
    22,357
    
    
    
    28,842
    
    
    
    18,050
    
    
    
    11,880Interest expense
    
    
    (60,679
    )
    
    
    (67,220
    )
    
    
    (58,348
    )
    
    
    (9,833
    )
    
    
    (8,238
    )Interest income
    
    
    99
    
    
    
    706
    
    
    
    2,988
    
    
    
    1,600
    
    
    
    165Income before cumulative effect of change in accounting principle
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631
    
    
    $
    214,575
    
    
    $
    163,778Net income(a)
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631
    
    
    $
    214,575
    
    
    $
    162,373Income before cumulative effect of change in accounting
principle per limited partner unit:Common unit
    
    $
    2.88
    
    
    $
    3.08
    
    
    $
    1.99
    
    
    $
    1.73
    
    
    $
    0.49
    (b)Subordinated unit
    
    
    N/A
    
    
    
    N/A
    
    
    $
    1.99
    
    
    $
    1.73
    
    
    $
    0.49
    (b)Net income per limited partner unit:Common unit
    
    $
    2.88
    
    
    $
    3.08
    
    
    $
    1.99
    
    
    $
    1.73
    
    
    $
    0.44
    (b)Subordinated unit
    
    
    N/A
    
    
    
    N/A
    
    
    $
    1.99
    
    
    $
    1.73
    
    
    $
    0.44
    (b)Balance Sheet Data (at period end):Total assets
    
    $
    1,323,670
    
    
    $
    1,291,819
    
    
    $
    1,283,477
    
    
    $
    1,292,299
    
    
    $
    1,190,508Property, plant and equipment, net
    
    
    634,233
    
    
    
    640,520
    
    
    
    642,289
    
    
    
    647,578
    
    
    
    658,965Investment in Wamsutter
    
    
    272,549
    
    
    
    277,707
    
    
    
    284,650
    
    
    
    262,245
    
    
    
    240,156Investment in Discovery
    
    
    188,511
    
    
    
    184,466
    
    
    
    214,526
    
    
    
    221,187
    
    
    
    225,337Long-term debt
    
    
    1,000,000
    
    
    
    1,000,000
    
    
    
    1,000,000
    
    
    
    750,000
    
    
    
    Partners capital
    
    
    215,395
    
    
    
    203,610
    
    
    
    161,487
    (c)
    
    
    471,341
    (c)
    
    
    1,142,478Cash Flow Data:Cash distributions declared per unit
    
    $
    2.540
    
    
    $
    2.435
    
    
    $
    2.045
    
    
    $
    1.605
    
    
    $
    0.1484Cash distributions paid per unit
    
    $
    2.540
    
    
    $
    2.435
    
    
    $
    2.045
    
    
    $
    1.605
    
    
    $
    0.1484Operating Information:Williams Partners L.P.:Four Corners gathering volumes (BBtu/d)
    
    
    1,344
    
    
    
    1,380
    
    
    
    1,442
    
    
    
    1,500
    
    
    
    1,522Four Corners plant inlet natural gas volumes (BBtu/d)
    
    
    620
    
    
    
    646
    
    
    
    620
    
    
    
    678
    
    
    
    685Four Corners NGL equity sales (million gallons)
    
    
    164
    
    
    
    162
    
    
    
    167
    
    
    
    182
    
    
    
    165Four Corners NGL margin ($/gallon)
    
    $
    .44
    
    
    $
    .75
    
    
    $
    .61
    
    
    $
    .47
    
    
    $
    .37Four Corners NGL production (million gallons)
    
    
    525
    
    
    
    518
    
    
    
    545
    
    
    
    569
    
    
    
    550Conway storage revenues
    
    $
    33,209
    
    
    $
    31,429
    
    
    $
    28,016
    
    
    $
    25,237
    
    
    $
    20,290Conway fractionation volumes (bpd)  our 50%
    
    
    38,594
    
    
    
    39,019
    
    
    
    34,460
    
    
    
    38,859
    
    
    
    39,965Carbonate Trend gathering volumes (BBtu/d)
    
    
    18
    
    
    
    22
    
    
    
    23
    
    
    
    29
    
    
    
    36Wamsutter  100%:Wamsutter gathering volumes (BBtu/d)
    
    
    537
    
    
    
    499
    
    
    
    516
    
    
    
    490
    
    
    
    464Wamsutter plant inlet natural gas volumes (BBtu/d)
    
    
    423
    
    
    
    409
    
    
    
    425
    
    
    
    432
    
    
    
    422Wamsutter NGL equity sales (million gallons)
    
    
    149
    
    
    
    139
    
    
    
    113
    
    
    
    141
    
    
    
    160Wamsutter NGL margin ($/gallon)
    
    $
    .39
    
    
    $
    .59
    
    
    $
    .48
    
    
    $
    .29
    
    
    $
    .13Wamsutter NGL production (million gallons)
    
    
    447
    
    
    
    415
    
    
    
    420
    
    
    
    377
    
    
    
    419Discovery Producer Services  100%:Discovery plant inlet natural gas volumes (BBtu/d)
    
    
    485
    
    
    
    457
    
    
    
    582
    
    
    
    467
    
    
    
    345Discovery gross processing margin ($/MMbtu)
    
    $
    .26
    
    
    $
    .37
    
    
    $
    .33
    
    
    $
    .23
    
    
    $
    .19Discovery NGL equity sales (million gallons)
    
    
    94
    
    
    
    85
    
    
    
    99
    
    
    
    60
    
    
    
    38Discovery NGL production (million gallons)
    
    
    250
    
    
    
    181
    
    
    
    252
    
    
    
    232
    
    
    
    147
 53




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##### Table of Contents



(a)
    
    Our operations are treated as a partnership with each member being
separately taxed on its ratable share of our taxable income.(b)
    
    The period of August 23, 2005 through December 31, 2005.(c)
    
    Because Four Corners, Wamsutter and a 20% interest in Discovery were
owned by affiliates of Williams at the time of their acquisition by
us, the acquisitions are accounted for as a combination of entities
under common control, whereby the assets and liabilities acquired are
combined with ours at their historical amounts for all periods
presented. This accounting causes a reduction of the capital balance
for the general partner for the difference between the historical cost
of these assets and liabilities and the aggregate consideration paid
to the general partner. 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Please read the following discussion of our financial condition and results of operations in
conjunction with the consolidated financial statements and related notes included in Item 8 of
this annual report.
 Recent Developments
 The Dropdown
  
    
    $3.5 billion in cash, less certain expenses incurred by us relating to our acquisition
of the Contributed Entities. This cash consideration was financed through the private
issuance of $3.5 billion of senior unsecured notes with net
proceeds of $3.466 billion.
    
    203 million of our Class C limited partnership units, which are identical to our common
limited partnership units except that for the distribution with respect to the first
quarter of 2010 they will receive a prorated quarterly distribution since they were not
outstanding during the full quarterly period. The Class C units will automatically convert
into our common limited partnership units following the record date for the distribution
with respect to the first quarter of 2010.
    
    an increase in the capital account of our general partner to allow it to maintain its 2%
general partner interest.
   
    
    Gas Pipeline will include Transcontinental Gas Pipe Line Company, LLC (Transco) and
Northwest Pipeline GP (Northwest Pipeline), which own and operate a combined total of
approximately 13,900 miles of pipelines with a total annual throughput of approximately
2,700 TBtu of natural gas and peak-day delivery capacity of approximately 12 MMdt of
natural gas. Gas Pipeline will also hold interests in joint venture interstate and
intrastate natural gas pipeline systems including a 24.5% interest in Gulfstream, which
owns an approximate 745-mile pipeline with the capacity to transport approximately 1.26
million Dth per day of natural gas.
    
    Midstream Gas & Liquids will include the Contributed Entities natural gas gathering,
processing and treating facilities located primarily in the Rocky Mountain and Gulf Coast
regions of the United States and natural gas and crude oil gathering and transportation
facilities in the Gulf Coast region of the United States.
 54




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##### Table of Contents



WMZ Exchange Offer
  New Credit Facility
  Overview
  Gathering and Processing  West (West),
Gathering and Processing  Gulf (Gulf) and NGL Services
  Critical Accounting Policies and Estimates
  Accounting for Asset Retirement Obligations
  55




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##### Table of Contents



Environmental Remediation Liabilities
  Results of Operations
 Consolidated Overview
  %Change
    
    
    
    
    
    
    %Changefrom
    
    
    
    
    
    
    from2009
    
    
    2008(1)
    
    
    2008
    
    
    2007(1)
    
    
    2007(Dollars in thousands)Revenues
    
    $
    470,189
    
    
    
    (26
    )%
    
    $
    637,060
    
    
    
    +11
    %
    
    $
    572,817Costs and expenses:Product cost and shrink replacement
    
    
    103,225
    
    
    
    +50
    %
    
    
    206,078
    
    
    
    (13
    )%
    
    
    181,698Operating and maintenance expense
    
    
    163,064
    
    
    
    +12
    %
    
    
    185,901
    
    
    
    (15
    )%
    
    
    162,343Depreciation, amortization and accretion
    
    
    44,887
    
    
    
    
    
    
    
    45,029
    
    
    
    +3
    %
    
    
    46,492General and administrative expense
    
    
    51,245
    
    
    
    (9
    )%
    
    
    47,059
    
    
    
    (3
    )%
    
    
    45,628Taxes other than income
    
    
    10,149
    
    
    
    (7
    )%
    
    
    9,508
    
    
    
    +1
    %
    
    
    9,624Other (income) expense  net
    
    
    (4,133
    )
    
    
    +17
    %
    
    
    (3,523
    )
    
    NM
    
    
    12,095Total costs and expenses
    
    
    368,437
    
    
    
    +25
    %
    
    
    490,052
    
    
    
    (7
    )%
    
    
    457,880Operating income
    
    
    101,752
    
    
    
    (31
    )%
    
    
    147,008
    
    
    
    +28
    %
    
    
    114,937Equity earnings  Wamsutter
    
    
    84,052
    
    
    
    (5
    )%
    
    
    88,538
    
    
    
    +16
    %
    
    
    76,212Discovery investment income
    
    
    27,243
    
    
    
    +22
    %
    
    
    22,357
    
    
    
    (22
    )%
    
    
    28,842Interest expense
    
    
    (60,679
    )
    
    
    +10
    %
    
    
    (67,220
    )
    
    
    (15
    )%
    
    
    (58,348
    )Interest income
    
    
    99
    
    
    
    (86
    )%
    
    
    706
    
    
    
    (76
    )%
    
    
    2,988Net income
    
    $
    152,467
    
    
    
    (20
    )%
    
    $
    191,389
    
    
    
    +16
    %
    
    $
    164,631
 
 (1)
    
    + = Favorable Change; ( ) = Unfavorable Change; NM = A percentage
calculation is not meaningful due to change in signs, a zero-value
denominator or a percentage change greater than 200. 2009 vs. 2008
 Revenues
 56




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##### Table of Contents



Product cost and shrink replacement
 Operating and maintenance expense
 General and administrative expense
 Operating income
 Equity earnings from Wamsutter
 Discovery investment income
 Interest expense
 2008 vs. 2007
 Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 Other (income) expense  net
 Operating income
 Equity earnings  Wamsutter
 Discovery investment income
 57




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##### Table of Contents



Interest expense
 Interest income
 Results of operations  Gathering and Processing  West
  2009
    
    
    2008
    
    
    2007(In thousands)Segment revenues
    
    $
    406,598
    
    
    $
    560,138
    
    
    $
    513,787Costs and expenses:Product cost and shrink replacement
    
    
    93,387
    
    
    
    189,192
    
    
    
    170,434Operating and maintenance expense
    
    
    136,509
    
    
    
    156,713
    
    
    
    135,782Depreciation, amortization and accretion
    
    
    41,326
    
    
    
    41,215
    
    
    
    41,523General and administrative expense  direct
    
    
    9,008
    
    
    
    8,333
    
    
    
    7,790Taxes other than income
    
    
    9,268
    
    
    
    8,770
    
    
    
    8,869Other (income) expense  net
    
    
    (4,453
    )
    
    
    (9,709
    )
    
    
    1,698Total costs and expenses
    
    
    285,045
    
    
    
    394,514
    
    
    
    366,096Segment operating income
    
    
    121,553
    
    
    
    165,624
    
    
    
    147,691Equity earnings  Wamsutter
    
    
    84,052
    
    
    
    88,538
    
    
    
    76,212Segment profit
    
    $
    205,605
    
    
    $
    254,162
    
    
    $
    223,903
 Four Corners
 2009 vs. 2008
 Four Corners segment operating income
 Revenues
 
    
    $91.6 million related to a 47% decrease in average NGL sales prices realized on sales of
NGLs which we received under keep-whole and percent-of-liquids processing contracts (NGL
equity sales). This decrease resulted from general decreases in market prices for these
commodities between the two periods.
    
    $47.5 million lower sales of NGLs on behalf of third-party producers. Under these
arrangements, we purchase the NGLs from the third-party producers and sell them to an
affiliate. This decrease was related to general decreases in market prices and lower volumes
and is offset by lower associated product costs of $47.2 million discussed below.
    
    $13.5 million lower condensate and LNG sales resulting from decreased average per-unit
prices and lower LNG volumes.
 Product cost and shrink replacement
 
    
    $47.2 million decrease from third-party producers who have us purchase their NGLs, which
was offset by the corresponding decrease in product sales discussed above.
    
    $37.7 million decrease from 54% lower average natural gas prices.
    
    $8.1 million decrease in condensate and LNG-related product cost.
 Operating and maintenance expense
 58




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##### Table of Contents



Other income
 2008 vs. 2007
 Segment operating income
 
    
    $20.0 million higher NGL margins resulting primarily from higher per-unit NGL margins.
Record NGL margins experienced during the first three quarters were impacted unfavorably in
the fourth-quarter 2008 when NGL sales prices declined significantly.
    
    $11.6 million of 2008 involuntary conversion gains.
    
    $9.0 million higher other revenues.
  Revenues
  
    
    $35.3 million from 22% higher average per-unit NGL sales prices realized on NGL volumes
we received under keep-whole and percent-of-liquids processing contracts. NGL sales prices
were sharply higher in the first three quarters of 2008 compared to 2007; however, NGL sales
prices declined significantly in the fourth quarter of 2008.
    
    $6.6 million higher sales of NGLs on behalf of third-party producers. Under these
arrangements, we purchase NGLs from the third-party producers and sell them to an affiliate.
This increase is offset by higher associated product costs of $6.9 million discussed below.
    
    $4.6 million higher condensate sales resulting primarily from higher prices.
    Product cost and shrink replacement
 59




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##### Table of Contents



Operating and maintenance expense
 Other (income) expense  net
 Wamsutter
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)Revenues
    
    $
    195,887
    
    
    $
    239,534
    
    
    $
    175,309Costs and expenses, including interest:Product cost and shrink replacement
    
    
    52,300
    
    
    
    78,809
    
    
    
    46,039Operating and maintenance expense
    
    
    20,527
    
    
    
    20,973
    
    
    
    18,257Depreciation and accretion
    
    
    22,235
    
    
    
    21,182
    
    
    
    18,424General and administrative expense
    
    
    15,207
    
    
    
    13,507
    
    
    
    12,623Taxes other than income
    
    
    2,014
    
    
    
    1,868
    
    
    
    1,637Other (income) expense, net
    
    
    (448
    )
    
    
    (569
    )
    
    
    944Total costs and expenses
    
    
    111,835
    
    
    
    135,770
    
    
    
    97,924Net income
    
    $
    84,052
    
    
    $
    103,764
    
    
    $
    77,385Williams Partners interest
    
    $
    84,052
    
    
    $
    88,538
    
    
    $
    76,212
 2009 vs. 2008
 Wamsutters net income
  WamsutterWamsutter Net Income Allocation  2009
    
    Net Income(Millions)Net income for December 1, 2008  November 30, 2009
    
    $
    77.3Less net income allocated for transition support contribution
    
    
    (9.7
    )Less net income for December 2008
    
    
    (1.0
    )Net income for 2009 allocation
    
    $
    66.6
 Our Share
    
    
    Other
    
    
    WamsutterClass A
    
    
    Class C
    
    
    WPZ Total
    
    
    Class C
    
    
    Net Income(Millions)Allocation up to $70 million (excluding December 2008 allocation)
    
    $
    66.6
    
    
    $
    
    
    
    $
    66.6
    
    
    $
    
    
    
    $
    66.6Income allocation for transition support contribution
    
    
    9.7
    
    
    
    
    
    
    
    9.7
    
    
    
    
    
    
    
    9.7December 2009 income allocation
    
    
    7.8
    
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    7.8Totals
    
    $
    84.1
    
    
    $
    
    
    
    $
    84.1
    
    
    $
    
    
    
    $
    84.1
 Revenues
  60




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##### Table of Contents




    
    $67.6 million related to a 41% decrease in average NGL sales prices realized on sales of
NGLs which Wamsutter received under keep-whole processing contracts. This decrease resulted
from general decreases in market prices for these commodities between the two periods.
    
    $3.1 million of favorable adjustments in the first quarter of 2008 related to the
margin-sharing provisions of one of Wamsutters significant contracts.
   Product cost and shrink replacement
 General and administrative expense
 Depreciation and accretion expense
 2008 vs. 2007
 Net income
  WamsutterWamsutter Net Income Allocation  2008
    
    Net Income(Millions)Net income for December 1, 2007  November 30, 2008
    
    $
    110.1Less net income allocated for transition support contribution
    
    
    (7.6
    )Less net income for December 2007
    
    
    (7.4
    )Net income for 2008 allocation
    
    $
    95.1
 Our Share
    
    
    Other
    
    
    WamsutterClass A
    
    
    Class C
    
    
    WPZ Total
    
    
    Class C
    
    
    Net Income(Millions)Allocation up to $70 million (excluding December 2007 allocation)
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6Allocation of net income over $70 million
    
    
    2.1
    
    
    
    15.2
    
    
    
    17.3
    
    
    
    15.2
    
    
    
    32.5Income allocation for transition support contribution
    
    
    7.6
    
    
    
    
    
    
    
    7.6
    
    
    
    
    
    
    
    7.6December 2008 income allocation
    
    
    1.0
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    1.0Totals
    
    $
    73.3
    
    
    $
    15.2
    
    
    $
    88.5
    
    
    $
    15.2
    
    
    $
    103.7
 Revenues
 61




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Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 Results of operations  Gathering and Processing  Gulf
  2009
    
    
    2008
    
    
    2007(In thousands)Segment revenues
    
    $
    1,708
    
    
    $
    2,096
    
    
    $
    2,119Costs and expenses:Operating and maintenance expense
    
    
    1,459
    
    
    
    1,668
    
    
    
    1,875Depreciation, amortization and accretion
    
    
    170
    
    
    
    751
    
    
    
    1,249Other expense, net
    
    
    325
    
    
    
    6,187
    
    
    
    10,406Total costs and expenses
    
    
    1,954
    
    
    
    8,606
    
    
    
    13,530Segment operating loss
    
    
    (246
    )
    
    
    (6,510
    )
    
    
    (11,411
    )Discovery investment income
    
    
    27,243
    
    
    
    22,357
    
    
    
    28,842Segment profit
    
    $
    26,997
    
    
    $
    15,847
    
    
    $
    17,431
 Carbonate Trend
 2009 vs. 2008
 Segment operating loss
 2008 vs. 2007
 Segment operating loss
 62




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##### Table of Contents



Discovery
  2009
    
    
    2008
    
    
    2007(In thousands)Revenues
    
    $
    161,019
    
    
    $
    241,248
    
    
    $
    260,672Costs and expenses, including interest:Product cost and shrink replacement
    
    
    72,506
    
    
    
    146,998
    
    
    
    155,704Operating and maintenance expense
    
    
    23,445
    
    
    
    36,670
    
    
    
    28,988Depreciation and accretion
    
    
    18,751
    
    
    
    21,324
    
    
    
    25,952General and administrative expense
    
    
    6,000
    
    
    
    4,500
    
    
    
    2,280Interest income
    
    
    (31
    )
    
    
    (650
    )
    
    
    (1,799
    )Other (income) expense, net
    
    
    3,441
    
    
    
    (1,994
    )
    
    
    1,476Total costs and expenses
    
    
    124,112
    
    
    
    206,848
    
    
    
    212,601Net income
    
    $
    36,907
    
    
    $
    34,400
    
    
    $
    48,071Williams Partners interest equity earnings
    
    $
    23,023
    
    
    $
    20,641
    
    
    $
    28,842Business interruption proceeds
    
    
    4,220
    
    
    
    1,716
    
    
    
    Discovery investment income
    
    $
    27,243
    
    
    $
    22,357
    
    
    $
    28,842
 2009 vs. 2008
 Net income
 Revenues
  
    
    $65.7 million related to 46% lower average per-unit prices on NGL equity sales as a
result of general decreases in market commodity prices.
    
    $40.3 million lower product sales resulting from lower NGL sales volumes sold on behalf
of third-party producers.
  Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 63




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##### Table of Contents



Other (income) expense, net
 2008 vs. 2007
 Net income
 Revenues
 
    
    $21.5 million lower sales of NGLs on behalf of third-party producers as a result of the
hurricanes which is offset by lower associated product costs of $21.5 million discussed
below.
    
    $16.8 million decrease from lower NGL volumes processed under keep-whole and
percent-of-liquids arrangements, including lower NGL volumes following Hurricanes Ike and
Gustav.
  Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 General and administrative expense
 Other (income) expense, net
 Results of operations  NGL Services
  2009
    
    
    2008
    
    
    2007(In thousands)Segment revenues
    
    $
    61,883
    
    
    $
    74,826
    
    
    $
    56,911Costs and expenses:Product cost
    
    
    9,838
    
    
    
    16,886
    
    
    
    11,264Operating and maintenance expense
    
    
    25,096
    
    
    
    27,520
    
    
    
    24,686Depreciation and accretion
    
    
    3,391
    
    
    
    3,063
    
    
    
    3,720General and administrative expense  direct
    
    
    3,245
    
    
    
    2,582
    
    
    
    2,190Other expense, net
    
    
    876
    
    
    
    737
    
    
    
    746Total costs and expenses
    
    
    42,446
    
    
    
    50,788
    
    
    
    42,606Segment profit
    
    $
    19,437
    
    
    $
    24,038
    
    
    $
    14,305
 64




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##### Table of Contents



2009 vs. 2008
 NGL Services segment profit
 Segment revenues
 
    
    Product sales decreased $6.3 million due to a 23% decrease in average price per barrel.
The decrease in product sales revenue was more than offset by the related decrease in
product cost discussed below.
    
    Fractionation revenues decreased $6.9 million due primarily to a 41% decrease in average
fractionation price per barrel. The decrease in the average fractionation price per barrel
results from the decline in natural gas prices.
    
    Other fee revenues decreased $1.6 million due primarily to a decrease in customer fees to
upgrade butane.
    
    Storage revenues increased $1.8 million, or 6%, due primarily to higher overstorage
revenue.
 Product cost
 Operating and maintenance expense
 2008 vs. 2007
 NGL Services segment profit
 Segment revenues
 
    
    Fractionation revenues increased $7.8 million due primarily to a 59% higher average
fractionation rate and 6% higher volumes. The higher average rate is due primarily to the
December 2007 expiration of a fractionation contract with a cap on the per-unit fee, which
limited our ability to pass through increases in fractionation fuel expense to this
customer.
    
    Product sales increased $5.4 million due to higher sales volumes and an increase in
average product sales prices. This increase was slightly offset by the related increase in
product cost discussed below.
    
    Storage revenues increased $3.4 million due primarily to higher storage revenues from new
storage leases.
 Product cost
 Operating and maintenance expense
 Performance Outlook for 2010
  65




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##### Table of Contents



Gas Pipeline
   Outlook for 2010
 Capital Expenditures
 Midstream Gas & Liquids
  Outlook for 2010
  Commodity price changes
 
    
    NGL, crude and natural gas prices are highly volatile and
difficult to predict. However, we expect per-unit NGL margins in 2010 to be higher than our average per-unit margins
in 2009 and our rolling five-year average per-unit NGL margins. NGL price changes have historically
tracked somewhat with changes in the
price of crude oil. Margins in our NGL business are highly dependent upon continued demand
within the global economy. Although forecasted domestic and global demand for polyethylene,
or plastics, has been impacted by the weakness in the global economy, NGL products are
currently the preferred feedstock for ethylene and propylene production, which are the
building blocks of polyethylene. Propylene and ethylene production processes have
increasingly shifted from the more expensive crude-based feedstocks to NGL-based
feedstocks. Bolstered by abundant long-term natural gas supplies, we expect to benefit from
these dynamics in the broader global petrochemical markets. As natural gas pipeline
transportation capacity increases in the Rocky Mountain area, we anticipate that
historically favorable natural gas price differentials will decline.
    
    As part of our efforts to manage commodity price risks on an enterprise basis, we
continue to evaluate our commodity hedging strategies. To reduce the exposure to changes in
market prices, we have entered into NGL swap agreements to fix the prices of a small
portion of our anticipated NGL sales for 2010. In addition, we have entered into financial
contracts to fix the price of a portion of our shrink gas requirements for 2010.
 Gathering, processing and NGL sales volumes
 
    
    The growth of natural gas supplies supporting our gathering and processing volumes are
impacted by producer drilling activities. Our customers are generally large producers, and
we have not experienced and do not anticipate an overall significant decline in volumes due
to reduced drilling activity.
    
    In the West, we expect higher fee revenues, NGL volumes, depreciation expense and
operating expenses in 2010 compared to 2009 as our Willow Creek facility moves into a full
year of operation and our expansion at Echo Springs is completed late in 2010.
 66




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##### Table of Contents




    
    We expect fee revenues, NGL volumes, depreciation expense, and operating expenses in
our offshore Gulf Coast region to increase from 2009 levels as our new Perdido Norte
expansion begins start-up operations in the first quarter of 2010. Increases from our
Perdido Norte expansion are expected to be partially offset by lower NGL volumes in other
Gulf Coast areas due to expected changes in gas processing contracts, as described below,
and natural declines.
    
    Certain of our gas processing contracts contain provisions that allow customers to
periodically elect processing services on either a fee basis, keep-whole, or
percent-of-liquids basis. If customers switch from keep-whole to fee-based processing, this
would reduce our NGL equity sales volumes.
 Managements Discussion and Analysis of Financial Condition and Liquidity
 Overview
   
    
    Increased our total assets from $1.3 billion to approximately $12 billion and our total
long-term debt from $1.0 billion to $6.5 billion.
    
    Increased the number of limited partner units outstanding from 53 million to 256
million.
    
    Increased our cash flows from operations from $199 million in 2009 to a forecasted range
of $1.2 billion to $1.8 billion for 2010.
    
    Increased our expansion capital expenditures from $11 million in 2009 to a forecasted
range of $660 million to $870 million for 2010.
    
    Increased our maintenance capital expenditures from $19 million in 2009 to a forecasted
range of $290 million to $330 million for 2010.
    
    Increased our credit ratings to investment grade.
    
    Terminated our previous $450 million senior unsecured revolving credit facility and
established a new $1.75 billion senior unsecured revolving credit facility.
 Outlook
  
    
    Firm demand and capacity reservation transportation revenues under long-term contracts
at Gas Pipeline;
    
    Fee-based revenues from certain gathering and processing services at Midstream;
    
    Hedged NGL sales and natural gas purchases for a portion of activities at Midstream.
 67




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##### Table of Contents




    
    We expect to increase our per-unit quarterly distribution from $0.6350 to $0.6575
beginning with the distribution with respect to first quarter of 2010.
    
    We expect to fund capital and investment expenditures, debt service payments,
distributions to unitholders and working capital requirements primarily through cash flow
from operations, cash and cash equivalents on hand, cash proceeds from common unit and/or
long-term debt issuances and utilization of our revolving credit facilities as needed.
 Liquidity
  
    
    Cash and cash equivalents on hand;
    
    Cash generated from operations, including cash distributions from our equity-method
investees;
    
    Cash proceeds from offerings of our common units and/or long-term debt;
    
    Capital contributions from Williams pursuant to the omnibus agreement; and
    
    Use of credit facilities, as needed and available.
  
    
    Maintenance and expansion capital expenditures;
    
    Contributions to our equity-method investees to fund their expansion capital
expenditures;
    
    Interest on our long-term debt; and
    
    Quarterly distributions to our unitholders and/or general partner.
  
    
    Lower than expected levels of cash flow from operations.
    
    Sustained reductions in energy commodity prices from expected
2010 levels.
    
    Exposure associated with our efforts to resolve regulatory and litigation issues (Please
read Note 16, Commitments and Contingencies, of our Notes to Consolidated Financial
Statements).
    
    Physical damages to facilities, especially damage to offshore
facilities by named windstorms for which our aggregate policy limit is
$37.5 million in the event of a material loss.
 Available Liquidity
 February 18, 2010(In millions)Cash and cash equivalents
    
    $
    117Available capacity under our $1.75 billion three-year
senior unsecured credit facility (expires February 15,
2013)
    
    
    1,500$
    1,617
 Shelf Registration
  68




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##### Table of Contents



Distributions from Equity Method Investees
  Omnibus Agreement with Williams
  Credit Facilities
       69




---



##### Table of Contents



Credit ratings
  Senior UnsecuredRating Agency
    
    Date of Last Change
    
    Outlook
    
    Debt RatingStandard & Poors
    
    January 12, 2010
    
    Positive
    
    BBB-Moodys Investor Service
    
    February 17, 2010
    
    Stable
    
    Baa3Fitch Ratings
    
    February 2, 2010
    
    Stable
    
    BBB-
      Capital Expenditures
  
    
    Maintenance capital expenditures, which are generally not discretionary, include capital
expenditures made to replace partially or fully depreciated assets in order to maintain the
existing operating capacity of our assets and to extend their useful lives, include certain
well connection expenditures and expenditures which are mandatory and/or essential for
maintaining the reliability of our operations; and
    
    Expansion capital expenditures, which are generally more discretionary than maintenance
capital expenditures, include expenditures to acquire additional assets to grow our
business, to expand and upgrade plant or pipeline capacity and to construct new plants,
pipelines and storage facilities and well connection expenditures which are not classified
as maintenance expenditures.
  Maintenance
    
    
    ExpansionSegment
    
    Low
    
    
    Midpoint
    
    
    High
    
    
    Low
    
    
    Midpoint
    
    
    HighGas Pipeline
    
    $
    210
    
    
    $
    220
    
    
    $
    230
    
    
    $
    340
    
    
    $
    355
    
    
    $
    370Midstream
    
    
    80
    
    
    
    90
    
    
    
    100
    
    
    
    320
    
    
    
    410
    
    
    
    500Total
    
    $
    290
    
    
    $
    310
    
    
    $
    330
    
    
    $
    660
    
    
    $
    765
    
    
    $
    870
  70




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##### Table of Contents



Gas Pipeline
 Mobile Bay South
  85 North
  Mobile Bay South II
  Sundance Trail
  Midstream
 Perdido Norte
  Wamsutter
  Marcellus Shale
   71




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##### Table of Contents



Cash Distributions to Unitholders
  Results of Operations  Cash Flows
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(In millions)Net cash provided (used) by:Operating activities
    
    $
    199
    
    
    $
    239
    
    
    $
    186Investing activities
    
    
    (31
    )
    
    
    (7
    )
    
    
    (393
    )Financing activities
    
    
    (140
    )
    
    
    (152
    )
    
    
    185Increase (decrease) in cash and cash equivalents
    
    $
    28
    
    
    $
    80
    
    
    $
    (22
    )
 Operating Activities
   Investing Activities
  Financing Activities
   72




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##### Table of Contents



Contractual Obligations before Completion of the Dropdown
  2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    2015+
    
    
    Total(in millions)Long-term debt:Principal
    
    $
    
    
    
    $
    400
    
    
    $
    
    
    
    $
    600
    
    
    $
    1,000Interest
    
    
    58
    (a)
    
    
    98
    
    
    
    87
    
    
    
    109
    
    
    
    352Capital leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases (b)
    
    
    14
    
    
    
    16
    
    
    
    15
    
    
    
    105
    
    
    
    150Purchase obligations (c)
    
    
    32
    
    
    
    36
    
    
    
    18
    
    
    
    
    
    
    
    86Other long term obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    104
    
    
    $
    550
    
    
    $
    120
    
    
    $
    814
    
    
    $
    1,588
 
 (a)
    
    The assumed interest rate on our $250.0 million term loan is based on the forecasted forward LIBOR plus the
applicable margin.(b)
    
    Includes a right-of-way agreement with the Jicarilla Apache Nation, which is considered an operating lease. We
are required to make a fixed annual of $7.5 million and an additional annual payment, which varies depending on
per-unit NGL margins and the volume of gas gathered by our gathering facilities subject to the right-of-way
agreement. The table above for years 2011 and thereafter does not
include such variable amounts related to this agreement as the
variable amount is not yet determinable.(c)
    
    Includes a five-year service agreement for leased compression and open purchase orders as of December 31, 2009 to
be paid in 2010. Contractual Obligations after Completion of the Dropdown
  2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    2015+
    
    
    Total(in millions)Long-term debt:Principal
    
    $
    15
    
    
    $
    784
    
    
    $
    250
    
    
    $
    5,452
    
    
    $
    6,501Interest
    
    
    291
    (a)
    
    
    724
    
    
    
    634
    
    
    
    2,982
    
    
    
    4,631Capital leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases (b)
    
    
    27
    
    
    
    40
    
    
    
    33
    
    
    
    125
    
    
    
    225Purchase obligations
    
    
    529
    
    
    
    449
    
    
    
    382
    
    
    
    1,535
    
    
    
    2,895Other long term obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    862
    
    
    $
    1,997
    
    
    $
    1,299
    
    
    $
    10,094
    
    
    $
    14,252
 
 (a)
    
    The assumed interest rate on our $250.0 million term loan is based on the forecasted forward LIBOR plus the applicable
margin.(b)
    
    Includes a right-of-way agreement with the Jicarilla Apache Nation, which is considered an operating lease. We are
required to make a fixed annual of $7.5 million and an additional annual payment, which varies depending on per-unit
NGL margins and the volume of gas gathered by our gathering facilities subject to the right-of-way agreement. The
table above for years 2011 and thereafter does not include such variable amounts related to this agreement as the
variable amount is not yet determinable. 73




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##### Table of Contents



Off-Balance Sheet Arrangements
  Effects of Inflation
  Environmental
    74




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Commodity Price Risk
     Interest Rate Risk before Dropdown
   75




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##### Table of Contents



Fair Value
    
    
    Fair ValueDecember 31,
    
    
    December 31,2011
    
    
    2012
    
    
    2017
    
    
    Total
    
    
    2009
    
    
    2008(In millions)Long-term debt (1):Fixed rate
    
    $
    150
    
    
    $
    
    
    
    $
    600
    
    
    $
    750
    
    
    $
    763
    
    
    $
    592Interest rate
    
    
    7.50
    %
    
    
    
    
    
    
    7.25
    %Variable rate
    
    $
    
    
    
    $
    250
    
    
    $
    
    
    
    $
    250
    
    
    $
    237
    
    
    $
    233Interest rate(2)
 
 (1)
    
    Excludes unamortized discount and premium.(2)
    
    The variable interest rate at December 31, 2009 was 1.23%. The
weighted-average interest rate for 2009 is applicable base rate plus
0.89%. Interest
Rate Risk after Completion of the Dropdown
  2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    Total(In millions)Long-term debt,
including current
portion (1):Fixed rate
    
    $
    15
    
    
    $
    459
    
    
    $
    325
    
    
    $
    
    
    
    $
    
    
    
    $
    5,452
    
    
    $
    6,251Interest rate
    
    
    6.0
    %
    
    
    6.0
    %
    
    
    5.9
    %
    
    
    5.8
    %
    
    
    5.8
    %
    
    
    6.2
    %Variable rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    250
    
    
    $
    
    
    
    $
    
    
    
    $
    250Interest rate (2)
 
 (1)
    
    Excludes unamortized discount and premium.(2)
    
    The  interest rate  for the $250 million variable rate debt
under the New Credit Facility is LIBOR plus
2.75%. 76




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
   Internal Control
 Integrated Framework.
  77




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
     .
   
 78




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 79




---



##### Table of Contents



WILLIAMS
PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    144,067
    
    
    $
    116,165Accounts receivable:Trade
    
    
    17,210
    
    
    
    16,279Affiliate
    
    
    22,635
    
    
    
    11,652Other
    
    
    1,581
    
    
    
    2,919Product imbalance
    
    
    10,583
    
    
    
    6,344Prepaid expenses and other current assets
    
    
    7,392
    
    
    
    7,744Total current assets
    
    
    203,468
    
    
    
    161,103Investment in Wamsutter
    
    
    272,549
    
    
    
    277,707Investment in Discovery Producer Services
    
    
    188,511
    
    
    
    184,466Property, plant and equipment, net
    
    
    634,233
    
    
    
    640,520Other noncurrent assets
    
    
    24,909
    
    
    
    28,023Total assets
    
    $
    1,323,670
    
    
    $
    1,291,819LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    18,777
    
    
    $
    22,348Affiliate
    
    
    20,231
    
    
    
    11,122Product imbalance
    
    
    12,437
    
    
    
    8,926Deferred revenue
    
    
    4,983
    
    
    
    4,916Accrued interest
    
    
    18,722
    
    
    
    18,705Other accrued liabilities
    
    
    13,626
    
    
    
    6,172Total current liabilities
    
    
    88,776
    
    
    
    72,189Long-term debt
    
    
    1,000,000
    
    
    
    1,000,000Other noncurrent liabilities
    
    
    19,499
    
    
    
    16,020Commitments and contingent liabilities (Note 16)Partners capital:Common unitholders (52,777,452 units outstanding at December 31,
2009 and 2008)
    
    
    1,630,604
    
    
    
    1,619,954Accumulated other comprehensive loss
    
    
    (561
    )
    
    
    General partner
    
    
    (1,414,648
    )
    
    
    (1,416,344
    )Total partners capital
    
    
    215,395
    
    
    
    203,610Total liabilities and partners capital
    
    $
    1,323,670
    
    
    $
    1,291,819
  80




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##### Table of Contents



WILLIAMS
PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(Dollars in thousands, except per-unit amounts)Revenues:Product sales:Affiliate
    
    $
    167,487
    
    
    $
    314,299
    
    
    $
    267,970Third-party
    
    
    14,981
    
    
    
    24,981
    
    
    
    22,962Gathering and processing:Affiliate
    
    
    43,978
    
    
    
    37,893
    
    
    
    35,819Third-party
    
    
    187,825
    
    
    
    195,056
    
    
    
    202,775Storage
    
    
    33,209
    
    
    
    31,429
    
    
    
    28,016Fractionation
    
    
    10,584
    
    
    
    17,441
    
    
    
    9,622Other
    
    
    12,125
    
    
    
    15,961
    
    
    
    5,653Total revenues
    
    
    470,189
    
    
    
    637,060
    
    
    
    572,817Costs and expenses:Product cost and shrink replacement:Affiliate
    
    
    37,167
    
    
    
    85,372
    
    
    
    73,475Third-party
    
    
    66,058
    
    
    
    120,706
    
    
    
    108,223Operating and maintenance expense:Affiliate
    
    
    48,199
    
    
    
    76,735
    
    
    
    61,633Third-party
    
    
    114,865
    
    
    
    109,166
    
    
    
    100,710Depreciation, amortization and accretion
    
    
    44,887
    
    
    
    45,029
    
    
    
    46,492General and administrative expense:Affiliate
    
    
    47,253
    
    
    
    44,065
    
    
    
    42,038Third-party
    
    
    3,992
    
    
    
    2,994
    
    
    
    3,590Taxes other than income
    
    
    10,149
    
    
    
    9,508
    
    
    
    9,624Other (income) expense  net
    
    
    (4,133
    )
    
    
    (3,523
    )
    
    
    12,095Total costs and expenses
    
    
    368,437
    
    
    
    490,052
    
    
    
    457,880Operating income
    
    
    101,752
    
    
    
    147,008
    
    
    
    114,937Equity earnings  Wamsutter
    
    
    84,052
    
    
    
    88,538
    
    
    
    76,212Discovery investment income
    
    
    27,243
    
    
    
    22,357
    
    
    
    28,842Interest expense
    
    
    (60,679
    )
    
    
    (67,220
    )
    
    
    (58,348
    )Interest income
    
    
    99
    
    
    
    706
    
    
    
    2,988Net income
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631Allocation of net income for calculation of earnings per unit:Net income
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631Allocation of net income to general partner
    
    
    511
    
    
    
    28,957
    
    
    
    79,507Allocation of net income to limited partners
    
    $
    151,956
    
    
    $
    162,432
    
    
    $
    85,124Basic and diluted net income per limited partner unit
    
    $
    2.88
    
    
    $
    3.08
    
    
    $
    1.99Weighted average number of common units outstanding
    
    
    52,777,452
    
    
    
    52,775,710
    (a)
    
    
    40,131,195
    (a)(b)
 
 (a)
    
    Includes subordinated units converted to common on February 19, 2008.(b)
    
    Includes Class B units converted to common on May 21, 2007.  81




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##### Table of Contents



WILLIAMS
PARTNERS L.P.
 
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 Limited PartnersAccumulated Other
    
    
    TotalGeneral
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Class B
    
    
    Subordinated
    
    
    Partner
    
    
    Loss
    
    
    Capital(In thousands)Balance  December 31, 2006
    
    $
    733,878
    
    
    $
    241,923
    
    
    $
    108,862
    
    
    $
    (613,322
    )
    
    $
    
    
    
    $
    471,341Comprehensive income:Net income  2007
    
    
    64,546
    
    
    
    9,212
    
    
    
    14,995
    
    
    
    75,878
    
    
    
    
    
    
    
    164,631Other comprehensive loss:Net unrealized losses on cash
flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,763
    )
    
    
    (3,763
    )Reclassification into earnings
of derivative instrument losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,276
    
    
    
    1,276Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,487
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,144Cash distributions
    
    
    (59,573
    )
    
    
    (6,601
    )
    
    
    (14,315
    )
    
    
    (6,792
    )
    
    
    
    
    
    
    (87,281
    )Conversion of Class B units into
common (6,805,492 units)
    
    
    244,534
    
    
    
    (244,534
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions to general partner
in exchange for additional
investment in Discovery Producer
Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,000
    )
    
    
    
    
    
    
    (78,000
    )Adjustment in basis of investment
in Discovery Producer Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,035
    )
    
    
    
    
    
    
    (9,035
    )Issuance of units to public
(9,250,000 common units)
    
    
    335,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335,220Issuance of units to general
partner (4,163,257 common units)
    
    
    157,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157,173Distributions to general partner
in exchange for investment in
Wamsutter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750,000
    )
    
    
    
    
    
    
    (750,000
    )Offering costs
    
    
    (1,927
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,927
    )Adjustment in basis of investment
in Wamsutter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,807
    )
    
    
    
    
    
    
    (53,807
    )Contributions from general partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,334
    
    
    
    
    
    
    
    10,334Contributions pursuant to the
omnibus agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,362
    
    
    
    
    
    
    
    5,362Other
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37
    )Balance  December 31, 2007
    
    
    1,473,814
    
    
    
    
    
    
    
    109,542
    
    
    
    (1,419,382
    )
    
    
    (2,487
    )
    
    
    161,487Net income  2008
    
    
    163,917
    
    
    
    
    
    
    
    1,556
    
    
    
    25,916
    
    
    
    
    
    
    
    191,389Other comprehensive income:Net unrealized gains on cash flow
hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,903
    
    
    
    2,903Reclassification into earnings of
derivative instrument gains
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (416
    )
    
    
    (416
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,487Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193,876Cash distributions
    
    
    (124,483
    )
    
    
    
    
    
    
    (4,025
    )
    
    
    (26,874
    )
    
    
    
    
    
    
    (155,382
    )Conversion of subordinated units
into common (7,000,000 units)
    
    
    107,073
    
    
    
    
    
    
    
    (107,073
    )
    
    
    
    
    
    
    
    
    
    
    Contributions pursuant to the
omnibus agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,981
    
    
    
    
    
    
    
    2,981Issuance of units to public
(800,000 common units)
    
    
    28,992
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,992Repurchase of units from Williams
(800,000 common units)
    
    
    (28,992
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,992
    )Other
    
    
    (367
    )
    
    
    
    
    
    
    
    
    
    
    1,015
    
    
    
    
    
    
    
    648Balance  December 31, 2008
    
    
    1,619,954
    
    
    
    
    
    
    
    
    
    
    
    (1,416,344
    )
    
    
    
    
    
    
    203,610Net income  2009
    
    
    144,684
    
    
    
    
    
    
    
    
    
    
    
    7,783
    
    
    
    
    
    
    
    152,467
 82




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##### Table of Contents



Limited PartnersAccumulated Other
    
    
    TotalGeneral
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Class B
    
    
    Subordinated
    
    
    Partner
    
    
    Loss
    
    
    Capital(In thousands)Other comprehensive income:Net unrealized losses on cash
flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,411
    )
    
    
    (2,411
    )Net unrealized losses on cash
flow hedges  Wamsutter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (685
    )
    
    
    (685
    )Reclassification of losses into
earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850
    
    
    
    1,850Reclassification of losses into
earnings  Wamsutter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    685
    
    
    
    685Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (561
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,906Cash distributions
    
    
    (134,052
    )
    
    
    
    
    
    
    
    
    
    
    (10,156
    )
    
    
    
    
    
    
    (144,208
    )Contributions pursuant to the
omnibus agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,069
    
    
    
    
    
    
    
    4,069Other
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Balance  December 31, 2009
    
    $
    1,630,604
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,414,648
    )
    
    $
    (561
    )
    
    $
    215,395
  83




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WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)OPERATING ACTIVITIES:Net income
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631Adjustments to reconcile to cash provided by operations:Depreciation, amortization and accretion
    
    
    44,887
    
    
    
    45,029
    
    
    
    46,492Provision for loss on property, plant and equipment
    
    
    
    
    
    
    6,827
    
    
    
    11,306Amortization of gas purchase contract  affiliate
    
    
    
    
    
    
    
    
    
    
    4,754Gain on involuntary conversion
    
    
    (4,034
    )
    
    
    (11,604
    )
    
    
    Equity earnings of Wamsutter
    
    
    (84,052
    )
    
    
    (88,538
    )
    
    
    (76,212
    )Equity earnings of Discovery Producer Services
    
    
    (23,023
    )
    
    
    (20,641
    )
    
    
    (28,842
    )Distributions related to equity earnings of Wamsutter
    
    
    84,052
    
    
    
    95,926
    
    
    
    Distributions related to equity earnings of Discovery Producer Services
    
    
    23,023
    
    
    
    20,641
    
    
    
    26,240Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    (10,576
    )
    
    
    4,955
    
    
    
    11,830Prepaid expenses
    
    
    (955
    )
    
    
    (46
    )
    
    
    (369
    )Reimbursable projects
    
    
    
    
    
    
    8,989
    
    
    
    (8,989
    )Other current assets
    
    
    1,307
    
    
    
    (1,373
    )
    
    
    (1,041
    )Accounts payable
    
    
    5,118
    
    
    
    (16,827
    )
    
    
    13,959Product imbalance
    
    
    (728
    )
    
    
    1,769
    
    
    
    162Accrued liabilities
    
    
    9,290
    
    
    
    (2,344
    )
    
    
    15,914Deferred revenue
    
    
    (167
    )
    
    
    59
    
    
    
    1,709Other, including changes in noncurrent assets and liabilities
    
    
    2,001
    
    
    
    4,632
    
    
    
    4,313Net cash provided by operating activities
    
    
    198,610
    
    
    
    238,843
    
    
    
    185,857INVESTING ACTIVITIES:Purchase of additional investment in Discovery Producer Services
    
    
    
    
    
    
    
    
    
    
    (69,061
    )Purchase of investment in Wamsutter
    
    
    
    
    
    
    
    
    
    
    (277,262
    )Cumulative distributions in excess of equity earnings of Wamsutter
    
    
    6,169
    
    
    
    3,213
    
    
    
    Cumulative distributions in excess of equity earnings of Discovery Producer Services
    
    
    9,121
    
    
    
    35,759
    
    
    
    229Capital expenditures
    
    
    (36,841
    )
    
    
    (49,304
    )
    
    
    (46,530
    )Receipt of insurance proceeds
    
    
    5,000
    
    
    
    13,140
    
    
    
    Contribution to Wamsutter
    
    
    (1,012
    )
    
    
    (3,658
    )
    
    
    Contribution to Discovery Producer Services
    
    
    (13,166
    )
    
    
    (5,700
    )
    
    
    Proceeds from sales of property, plant and equipment
    
    
    162
    
    
    
    
    
    
    
    Net cash used by investing activities
    
    
    (30,567
    )
    
    
    (6,550
    )
    
    
    (392,624
    )FINANCING ACTIVITIES:Proceeds from sales of common units
    
    
    
    
    
    
    28,992
    
    
    
    492,393Proceeds from debt issuances
    
    
    
    
    
    
    
    
    
    
    250,000Redemption of common units from general partner
    
    
    
    
    
    
    (28,992
    )
    
    
    Excess purchase price over the contributed basis of the investment in Discovery
Producer Services
    
    
    
    
    
    
    
    
    
    
    (8,939
    )Excess purchase price over the contributed basis of the investment in Wamsutter
    
    
    
    
    
    
    
    
    
    
    (472,738
    )Payment of debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (1,781
    )Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (1,927
    )Distributions to unitholders and general partner
    
    
    (144,208
    )
    
    
    (155,382
    )
    
    
    (87,281
    )General partner contributions
    
    
    4,069
    
    
    
    2,981
    
    
    
    15,696Other
    
    
    (2
    )
    
    
    76
    
    
    
    Net cash provided (used) by financing activities
    
    
    (140,141
    )
    
    
    (152,325
    )
    
    
    185,423Increase (decrease) in cash and cash equivalents
    
    
    27,902
    
    
    
    79,968
    
    
    
    (21,344
    )Cash and cash equivalents at beginning of year
    
    
    116,165
    
    
    
    36,197
    
    
    
    57,541Cash and cash equivalents at end of year
    
    $
    144,067
    
    
    $
    116,165
    
    
    $
    36,197
  84




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WILLIAMS PARTNERS L. P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization
    Note 2. Dropdown
  
    
    $3.5 billion in cash, less certain expenses incurred by us,
    
    203 million of our Class C limited partnership units, and
    
    an increase in the capital account of our general partner to allow it to maintain its
2% general partner interest.
   85




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Supplemental Retrospectively Adjusted Balance Sheet Data (at December 31, 2009) (unaudited)
 WilliamsPartners L.P.
    
    Contributed
    
    
    
    
    
    RetrospectivelyHistorical
    
    Entities
    
    Eliminations
    
    Adjusted(In millions)Total assets
    
    $
    1,324
    
    
    $
    10,968
    
    
    $
    (286
    )(a)
    
    $
    12,006Property, plant and
equipment, net
    
    
    634
    
    
    
    9,591
    
    
    
    
    
    
    
    10,225Long-term debt, including current portion
    
    
    1,000
    
    
    
    1,996
    
    
    
    
    
    
    
    2,996Total partners capital/equity
    
    
    215
    
    
    
    7,681
    
    
    
    (273
    )
    
    
    7,623
 
 (a)
    
    Includes the elimination of our equity investment in Wamsutter since
Wamsutter is consolidated by the Contributed Entities. Also includes
the elimination of $13 million in accounts receivable from the Contributed
Entities. Supplemental, Retrospectively Adjusted Statement of Income Data (unaudited)
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(In millions)Revenues:Williams Partners historical revenues
    
    $
    470
    
    
    $
    637
    
    
    $
    573Contributed Entities historical revenues
    
    
    4,226
    
    
    
    5,455
    
    
    
    5,326Less: eliminations (a)
    
    
    (167
    )
    
    
    (314
    )
    
    
    (268
    )Revenues
    
    $
    4,529
    
    
    $
    5,778
    
    
    $
    5,631Net Income:Williams Partners historical net income
    
    $
    152
    
    
    $
    191
    
    
    $
    165Contributed Entities historical net income
    
    
    962
    
    
    
    1,997
    
    
    
    1,360Less: equity earnings  Wamsutter (b)
    
    
    (84
    )
    
    
    (89
    )
    
    
    (76
    )Net income (c) (d)
    
    $
    1,030
    
    
    $
    2,099
    
    
    $
    1,449
 
 (a)
    
    Includes elimination of product sales revenues derived from
sales between us and the Contributed Entities.(b)
    
    Includes the elimination of equity earnings from Wamsutter since Wamsutter is consolidated by
the Contributed Entities.(c)
    
    Does not reflect interest associated with the $3.5 billion senior unsecured notes. Future
operating results will include additional interest expense associated with this new long-term
debt.(d)
    
    The Contributed Entities historical net income includes income taxes related to Transco and
Northwest Pipeline (as defined in Note 3). Transco and Northwest Pipeline converted from
corporations to limited liability companies on December 31, 2008 and October 1, 2007,
respectively, and are not subject to income taxes after those respective dates. The effect
of Transco and Northwest Pipelines change in tax status resulted in a significant benefit
for income taxes during 2008 and 2007 for the Contributed Entities. Note 3. Description of Business
  86




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##### Table of Contents



Gathering and Processing-West.
  Gathering and Processing-Gulf.
  NGL Services.
  Dropdown.
 
    
    Gas Pipeline will include Transcontinental Gas Pipe Line Company, LLC (Transco) and
Northwest Pipeline GP (Northwest Pipeline), which own and operate a combined total of
approximately 13,900 miles of pipelines with a total annual throughput of approximately
2,700 trillion British thermal units of natural gas and peak-day delivery capacity of
approximately 12 million dekatherms of gas. Gas Pipeline will also hold interests in
joint venture interstate and intrastate natural gas pipeline systems including a 24.5%
interest in Gulfstream, which owns an approximately 745-mile pipeline with the capacity
to transport approximately 1.26 million dekatherms per day of natural gas.
    
    Midstream Gas & Liquids will include the contributed midstream entities with large
natural gas gathering, treating, and processing operations and oil transportation
pipelines. These facilities serve major producing basins in Colorado, Wyoming,
Pennsylvania, the Gulf Coast and the Gulf of Mexico.
 87




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##### Table of Contents



Note 4. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Use of Estimates.
  
    
    loss contingencies;
    
    valuations of derivatives;
    
    impairment assessments of long-lived assets;
    
    environmental remediation obligations; and
    
    asset retirement obligations.
  Proportional Accounting for the Conway Fractionator.
 Cash and Cash Equivalents.
 Accounts Receivable.
 Product Imbalances.
 88




---



##### Table of Contents



Prepaid Expenses and Leasing Activities.
 Derivative Instruments and Hedging Activities.
  Derivative Treatment
    
    Accounting MethodNormal purchases and normal sales exception
    
    Accrual accountingDesignated in qualifying hedging relationship
    
    Hedge accountingAll other derivatives
    
    Mark-to-market accounting
    Investments.
 89




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Property, Plant and Equipment.
  Revenue Recognition.
 Impairment of Long-Lived Assets and Investments.
   Environmental.
 90




---



##### Table of Contents



Capitalized Interest.
 Income Taxes.
 Earnings Per Unit.
 Recent Accounting Standards.
 Note 5. Allocation of Net Income and Distributions
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Allocation of net income to general partner:Net income
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631Net income applicable to pre-partnership operations allocated to general partner
    
    
    
    
    
    
    
    
    
    
    (71,426
    )Beneficial conversion of Class B units*
    
    
    
    
    
    
    
    
    
    
    (5,308
    )Reimbursable general and administrative and other costs charged directly to
general partner
    
    
    2,590
    
    
    
    1,712
    
    
    
    2,400Income subject to 2% allocation of general partner interest
    
    
    155,057
    
    
    
    193,101
    
    
    
    90,297General partners share of net income
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    2.0
    %General partners allocated share of net income before items directly allocable
to general partner interest
    
    
    3,101
    
    
    
    3,861
    
    
    
    1,806Incentive distributions paid to general partner**
    
    
    7,272
    
    
    
    23,767
    
    
    
    5,046Charges allocated directly to general partner
    
    
    (2,590
    )
    
    
    (1,712
    )
    
    
    (2,400
    )Pre-partnership net income allocated to general partner interest
    
    
    
    
    
    
    
    
    
    
    71,426Net income allocated to general partner
    
    $
    7,783
    
    
    $
    25,916
    
    
    $
    75,878Net income
    
    $
    152,467
    
    
    $
    191,389
    
    
    $
    164,631Net income allocated to general partner
    
    
    7,783
    
    
    
    25,916
    
    
    
    75,878Net income allocated to limited partners
    
    $
    144,684
    
    
    $
    165,473
    
    
    $
    88,753
 
 *
    
    The $5.3 million allocation of income to the Class B units reflects
the Class B unit beneficial conversion feature resulting from the May
2007 conversion of these units into common units on a one-for-one
basis. We computed the $5.3 million beneficial conversion feature as
the product of the 6,805,492 Class B units and the difference between
the fair value of a privately placed common unit on the date of
issuance ($36.59) and the issue price of a privately placed Class B
unit ($35.81). 91




---



##### Table of Contents



**
    
    In the calculation of basic and diluted net income per limited partner
unit, the net income allocated to the general partner includes IDRs
pertaining to the current reporting period, but paid in the subsequent
period. The net income allocated to the general partners capital
account reflects IDRs paid during the current reporting period. In
April 2009, Williams waived the IDRs related to 2009 distribution
periods. The IDRs paid in 2009 relate to the fourth-quarter 2008
distribution.    General PartnerIncentivePer Unit
    
    Common
    
    Subordinated
    
    Class B
    
    
    
    
    
    Distribution
    
    Total CashPayment Date
    
    Distribution
    
    Units
    
    Units
    
    Units
    
    2%
    
    Rights
    
    Distribution2/14/2007
    
    $
    0.4700
    
    
    $
    12,010
    
    
    $
    3,290
    
    
    $
    3,198
    
    
    $
    390
    
    
    $
    603
    
    
    $
    19,4915/15/2007
    
    $
    0.5000
    
    
    $
    12,777
    
    
    $
    3,500
    
    
    $
    3,403
    
    
    $
    421
    
    
    $
    965
    
    
    $
    21,0668/14/2007
    
    $
    0.5250
    
    
    $
    16,989
    
    
    $
    3,675
    
    
    $
    
    
    
    $
    447
    
    
    $
    1,267
    
    
    $
    22,37811/14/2007
    
    $
    0.5500
    
    
    $
    17,799
    
    
    $
    3,850
    
    
    $
    
    
    
    $
    487
    
    
    $
    2,211
    
    
    $
    24,3472/14/2008
    
    $
    0.5750
    
    
    $
    26,321
    
    
    $
    4,025
    
    
    $
    
    
    
    $
    706
    
    
    $
    4,231
    
    
    $
    35,2835/15/2008
    
    $
    0.6000
    
    
    $
    31,665
    
    
    $
    
    
    
    $
    
    
    
    $
    758
    
    
    $
    5,499
    
    
    $
    37,9228/14/2008
    
    $
    0.6250
    
    
    $
    32,984
    
    
    $
    
    
    
    $
    
    
    
    $
    811
    
    
    $
    6,765
    
    
    $
    40,56011/14/2008
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    832
    
    
    $
    7,272
    
    
    $
    41,6172/13/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    832
    
    
    $
    7,272
    
    
    $
    41,6175/15/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,1978/14/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,19711/13/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,1972/12/2010(a)
    
    $
    0.6350
    
    
    $
    33,513
    
    
    $
    
    
    
    $
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,197
 
 (a)
    
    On February 12, 2010, we paid a cash distribution of $0.635 per unit
on our outstanding common units to unitholders of record on February
5, 2010. Note 6. Related Party Transactions
   92




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93




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##### Table of Contents



Note 7. Equity Investments
 Wamsutter
       
    
    First, an amount equal to $17.5 million per quarter to the holder of the Class A
membership interests. We currently own 100% of the Class A interests;
    
    Second, an amount equal to the amount the distribution on the Class A membership
interests in prior quarters of the current distribution year was less than $17.5 million per
quarter to the holder of the Class A membership interests; and
    
    Third, 5% of remaining available cash shall be distributed to the holder of the Class A
membership interests and 95% shall be distributed to the holders of the Class C units, on a
pro ratabasis. At December 31, 2009 and 2008, we owned 69% and 50% of the Class C units,
respectively.
   94




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##### Table of Contents



WamsutterWamsutter Net Income Allocation  2008
    
    Net IncomeNet income for December 1, 2007  November 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    110.1Less net income allocated for transition support contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.6
    )Less net income for December 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.4
    )Net income for 2008 allocation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    95.1Our Share
    
    
    Other
    
    
    WamsutterClass A
    
    
    Class C
    
    
    WPZ Total
    
    
    Class C
    
    
    Net Income(Millions)Allocation up to $70 million (excluding December 2007 allocation)
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6
    
    
    $
    
    
    
    $
    62.6Allocation of net income over $70 million
    
    
    2.1
    
    
    
    15.2
    
    
    
    17.3
    
    
    
    15.2
    
    
    
    32.5Income allocation for transition support contribution
    
    
    7.6
    
    
    
    
    
    
    
    7.6
    
    
    
    
    
    
    
    7.6December 2008 income allocation
    
    
    1.0
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    1.0Totals
    
    $
    73.3
    
    
    $
    15.2
    
    
    $
    88.5
    
    
    $
    15.2
    
    
    $
    103.7
 WamsutterWamsutter Net Income Allocation  2009
    
    Net IncomeNet income for December 1, 2008  November 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77.3Less net income allocated for transition support contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.7
    )Less net income for December 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Net income for 2009 allocation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    66.6Our Share
    
    
    Other
    
    
    WamsutterClass A
    
    
    Class C
    
    
    WPZ Total
    
    
    Class C
    
    
    Net Income(Millions)Allocation up to $70 million (excluding December 2008 allocation)
    
    $
    66.6
    
    
    $
    
    
    
    $
    66.6
    
    
    $
    
    
    
    $
    66.6Income allocation for transition support contribution
    
    
    9.7
    
    
    
    
    
    
    
    9.7
    
    
    
    
    
    
    
    9.7December 2009 income allocation
    
    
    7.8
    
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    7.8Totals
    
    $
    84.1
    
    
    $
    
    
    
    $
    84.1
    
    
    $
    
    
    
    $
    84.1
     95




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##### Table of Contents



December 31,2009
    
    
    2008Current assets
    
    $
    21,691
    
    
    $
    17,147Property, plant and equipment
    
    
    408,429
    
    
    
    318,072Non-current assets
    
    
    3,071
    
    
    
    468Current liabilities
    
    
    (29,220
    )
    
    
    (16,960
    )Non-current liabilities
    
    
    (4,846
    )
    
    
    (4,353
    )Members capital
    
    $
    399,125
    
    
    $
    314,374
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Product sales:Affiliate
    
    $
    95,734
    
    
    $
    134,776
    
    
    $
    93,744Third-party
    
    $
    15,348
    
    
    
    27,384
    
    
    
    7,447Gathering and processing services
    
    
    79,523
    
    
    
    68,670
    
    
    
    67,904Other revenues
    
    
    5,282
    
    
    
    8,704
    
    
    
    6,214Costs and expenses excluding depreciation and accretion:Affiliate
    
    
    51,478
    
    
    
    74,388
    
    
    
    46,834Third-party
    
    
    38,122
    
    
    
    40,200
    
    
    
    32,666Depreciation and accretion
    
    
    22,235
    
    
    
    21,182
    
    
    
    18,424Net income
    
    $
    84,052
    
    
    $
    103,764
    
    
    $
    77,385Williams Partners interest  equity earnings
    
    $
    84,052
    
    
    $
    88,538
    
    
    $
    76,212
 Discovery Producer Services
      December 31,2009
    
    
    2008Current assets
    
    $
    39,454
    
    
    $
    50,978Non-current restricted cash
    
    
    
    
    
    
    3,470Property, plant and equipment
    
    
    364,932
    
    
    
    370,482Current liabilities
    
    
    (16,708
    )
    
    
    (45,234
    )Non-current liabilities
    
    
    (23,355
    )
    
    
    (19,771
    )Members capital
    
    $
    364,323
    
    
    $
    359,925
 96




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Affiliate
    
    $
    115,354
    
    
    $
    209,994
    
    
    $
    220,960Third-party
    
    
    45,665
    
    
    
    31,254
    
    
    
    39,712Costs and expenses:Affiliate
    
    
    35,815
    
    
    
    96,912
    
    
    
    101,581Third-party
    
    
    88,160
    
    
    
    110,508
    
    
    
    113,207Interest income
    
    
    (31
    )
    
    
    (650
    )
    
    
    (1,799
    )Foreign exchange (gain) loss
    
    
    168
    
    
    
    78
    
    
    
    (388
    )Net income
    
    $
    36,907
    
    
    $
    34,400
    
    
    $
    48,071Discovery investment income:Williams Partners interest  equity earnings
    
    $
    23,023
    
    
    $
    20,641
    
    
    $
    28,842Business interruption insurance proceeds (a)
    
    
    4,220
    
    
    
    1,716
    
    
    
    Discovery investment income
    
    $
    27,243
    
    
    $
    22,357
    
    
    $
    28,842
 
 (a)
    
    Proceeds received due to hurricane damage sustained in 2008. Note 8. Other (Income) Expense
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Involuntary conversion gains
    
    $
    (4,034
    )
    
    $
    (11,604
    )
    
    $
    Impairment of Carbonate Trend pipeline
    
    
    
    
    
    
    6,187
    
    
    
    10,406Other
    
    
    (99
    )
    
    
    1,894
    
    
    
    1,689Total
    
    $
    (4,133
    )
    
    $
    (3,523
    )
    
    $
    12,095
 Involuntary conversion gains.
 Impairment of Carbonate Trend Pipeline.
 Note 9. Property, Plant and Equipment
  December 31,
    
    
    Estimated2009
    
    
    2008
    
    
    Depreciable Lives(In thousands)Land and right of way
    
    $
    43,650
    
    
    $
    43,246
    
    
    0-30 yearsGathering pipelines and related equipment
    
    
    850,067
    
    
    
    838,214
    
    
    20-30 yearsProcessing plants and related equipment
    
    
    195,474
    
    
    
    183,222
    
    
    30 yearsFractionation plant and related equipment
    
    
    16,681
    
    
    
    16,540
    
    
    30 yearsStorage plant and related equipment
    
    
    96,347
    
    
    
    87,803
    
    
    30 yearsBuildings and other equipment
    
    
    77,228
    
    
    
    77,287
    
    
    3-45 yearsConstruction work in progress
    
    
    17,351
    
    
    
    18,841Total property, plant and equipment
    
    
    1,296,798
    
    
    
    1,265,153Accumulated depreciation
    
    
    662,565
    
    
    
    624,633Net property, plant and equipment
    
    $
    634,233
    
    
    $
    640,520
  97




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##### Table of Contents



2009
    
    
    2008(In thousands)Balance, January 1
    
    $
    13,465
    
    
    $
    8,743Liabilities incurred during the period
    
    
    
    
    
    
    355Liabilities settled during the period.
    
    
    
    
    
    
    Accretion expense
    
    
    972
    
    
    
    752Estimate revisions
    
    
    361
    
    
    
    3,615Balance, December 31
    
    $
    14,798
    
    
    $
    13,465
 Note 10. Major Customers and Concentrations of Credit Risk
 Major customers
  Concentrations of Credit Risk
   December 31,2009
    
    
    2008(In thousands)Gathering and Processing  West:Natural gas gathering and processing
    
    $
    15,063
    
    
    $
    14,516Other
    
    
    897
    
    
    
    801Gathering and Processing  Gulf:Natural gas gathering
    
    
    205
    
    
    
    203NGL Services:Fractionation services
    
    
    839
    
    
    
    1,025Amounts due from fractionator partners
    
    
    650
    
    
    
    1,439Storage
    
    
    1,102
    
    
    
    681Other
    
    
    35
    
    
    
    34Accrued interest and other
    
    
    
    
    
    
    499Affiliate
    
    
    22,635
    
    
    
    11,652$
    41,426
    
    
    $
    30,850
  98




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##### Table of Contents



Note 11. Long-Term Debt, Credit Facilities and Leasing Activities
 Long-Term Debt
  Interest
    
    
    December 31,Rate
    
    
    2009
    
    
    2008(Millions)Credit agreement term loan, adjustable rate, due 2012
    
    
    (a
    )
    
    $
    250.0
    
    
    $
    250.0Senior unsecured notes, fixed rate, due 2017
    
    
    7.25
    %
    
    
    600.0
    
    
    
    600.0Senior unsecured notes, fixed rate, due 2011
    
    
    7.50
    %
    
    
    150.0
    
    
    
    150.0Total Long-term debt
    
    
    
    
    
    $
    1,000.0
    
    
    $
    1,000.0
 
 (a)
    
    1.23% at December 31, 2009     InterestRate
    
    
    MillionsSenior unsecured notes, fixed rate, due 2015
    
    
    3.80
    %
    
    $
    750.0Senior unsecured notes, fixed rate, due 2020
    
    
    5.25
    %
    
    
    1,500.0Senior unsecured notes, fixed rate, due 2040
    
    
    6.30
    %
    
    
    1,250.0Total debt
issuance at face value
    
    
    
    
    
    
    3,500.00Transco, 6.05% to 8.875%, payable through 2026
    
    
    7.24
    %
    
    
    1,282.5Northwest, 5.95% to 7.125%, payable through 2025
    
    
    6.39
    %
    
    
    695.0Williams Laurel Mountain, LLC, 8.00% to 10.00%, payable through 2012
    
    
    8.00
    %
    
    
    23.8Total debt
assumed at face value, including current portion
    
    
    
    
    
    
    2,001.3Total additional long-term debt at face value, including current portion
    
    
    
    
    
    $
    5,501.3
  99




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Credit Facilities
        100




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##### Table of Contents



Leasing Activities
    (In thousands)2010
    
    $
    13,8492011
    
    
    8,1492012
    
    
    7,8232013
    
    
    7,5712014 and thereafter
    
    
    112,920$
    150,312
  Note 12. Partners Capital
   Limited Partners Rights
  
    
    Right to receive distributions of available cash within 45 days after the end of each
quarter.
    
    No limited partner shall have any management control over our business and affairs; the
general partner shall conduct, direct and manage our activities.
    
    The general partner may be removed if such removal is approved by the unitholders holding
at least 66 2/3% of the outstanding units voting as a single class, including units held by
our general partner and its affiliates.
 Subordinated Units
  101




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Class B Units
  Incentive Distribution Rights
  GeneralQuarterly Distribution Target Amount (per unit)
    
    Unitholders
    
    PartnerMinimum quarterly distribution of $0.35
    
    
    98
    %
    
    
    2
    %Up to $0.4025
    
    
    98
    
    
    
    2Above $0.4025 up to $0.4375
    
    
    85
    
    
    
    15Above $0.4375 up to $0.5250
    
    
    75
    
    
    
    25Above $0.5250
    
    
    50
    
    
    
    50
   Issuances of Additional Partnership Securities
  Note 13. Fair Value Measurements
    
    
    Level 1  Quoted prices in active markets for identical assets or liabilities that we
have the ability to access. Active markets are those in which transactions for the asset or
liability occur in sufficient frequency and volume to provide pricing information on an
ongoing basis.
 102




---



##### Table of Contents




    
    Level 2  Inputs are other than quoted prices in active markets included in Level 1,
that are either directly or indirectly observable. These inputs are either directly
observable in the marketplace or indirectly observable through corroboration with market
data for substantially the full contractual term of the asset or liability being measured.
    
    Level 3  Includes inputs that are not observable for which there is little, if any,
market activity for the asset or liability being measured. These inputs reflect managements
best estimate of the assumptions market participants would use in determining fair value.
Our Level 3 consists of instruments valued with valuation methods that utilize unobservable
pricing inputs that are significant to the overall fair value.
   Fair Value Measurements Using:
 December 31, 2009Level 1
    
    Level 2
    
    Level 3
    
    Total(In thousands)Assets:Energy derivatives
    
    $
    

    
    $
    

    
    $
    

    
    $
    Liabilities:Energy derivatives
    
    $
    

    
    $
    

    
    $
    561

    
    $
    561
     103




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##### Table of Contents



Level 3 Fair-Value Measurements Using Significant Unobservable Inputs
Years Ended December 31, 2009 and 2008
(In thousands)
 Net DerivativeAsset (Liability)December 31,2009
    
    
    2008Beginning balance
    
    $
    
    
    
    $
    (2,487
    )Realized and unrealized gains (losses):Included in net income
    
    
    (1,892
    )
    
    
    (200
    )Included in other comprehensive income (loss)
    
    
    (561
    )
    
    
    416Purchases, issuances and settlements
    
    
    1,892
    
    
    
    2,487(Gains) losses realized in settlements
    
    
    
    
    
    
    (216
    )Transfers in/(out) of Level 3
    
    
    
    
    
    
    Ending balance
    
    $
    (561
    )
    
    $
    Unrealized gains included in net income relating to instruments still held at December 31
    
    $
    
    
    
    $
    
  Note 14. Financial Instruments and Energy Commodity Derivatives
 Financial Instruments
  Cash and cash equivalents.
 Long-term debt.
 Energy commodity swap agreements.
 Carrying amounts and fair values of our financial instruments
 2009
    
    2008Carrying
    
    Fair
    
    Carrying
    
    FairAsset (Liability)
    
    Amount
    
    Value
    
    Amount
    
    Value(In thousands)Cash and cash equivalents
    
    $
    144,067
    
    
    $
    144,067
    
    
    $
    116,165
    
    
    $
    116,165Long-term debt
    
    
    (1,000,000
    )
    
    
    (999,867
    )
    
    
    (1,000,000
    )
    
    
    (825,289
    )Energy derivative liabilities
    
    
    (561
    )
    
    
    (561
    )
    
    
    
    
    
    
    
 104




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##### Table of Contents



Energy Commodity Derivatives
 Risk Management Activities
   Volumes
  Period
    
    VolumesDesignated as hedging instruments:NGL sales  propane (million gallons)
    
    JanuaryDecember 2010
    
    
    4.3
 Financial Statement Presentation
   2009
    
    Classification(In thousands)Net loss recognized in other comprehensive income (effective portion)
    
    $
    2,411
    
    
    AOCINet loss reclassified from accumulated other comprehensive loss into
income (effective portion)
    
    $
    1,850
    
    
    RevenuesGain recognized in income (ineffective portion)
    
    $
    
    
    
    Revenues
  105




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##### Table of Contents



Credit-Risk
  Note 15. Long-Term Incentive Plan
   Note 16. Commitments and Contingencies
 Commitments
 2010
    
    2011
    
    2012
    
    2013
    
    Total(In thousands)Property, plant and equipment
    
    $
    5,163
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5,163Outstanding purchase orders
    
    
    4,661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,661Purchase obligations (a)
    
    
    22,563
    
    
    
    17,587
    
    
    
    17,938
    
    
    
    17,938
    
    
    $
    76,026
 
 (a)
    
    Represents a five-year service agreement for leased compression. Environmental Matters-Four Corners.
    106




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##### Table of Contents



Environmental Matters-Conway.
  Will Price.
 GEII Litigation
 Other.
 Summary.
 107




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##### Table of Contents



Note 17. Segment Disclosures
  Gathering &
    
    
    Gathering &Processing -
    
    
    Processing -
    
    
    NGLWest
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)2009Segment revenues:Product sales
    
    $
    172,038
    
    
    $
    
    
    
    $
    10,430
    
    
    $
    182,468Gathering and processing
    
    
    230,095
    
    
    
    1,708
    
    
    
    
    
    
    
    231,803Storage
    
    
    
    
    
    
    
    
    
    
    33,209
    
    
    
    33,209Fractionation
    
    
    
    
    
    
    
    
    
    
    10,584
    
    
    
    10,584Other
    
    
    4,465
    
    
    
    
    
    
    
    7,660
    
    
    
    12,125Total revenues
    
    
    406,598
    
    
    
    1,708
    
    
    
    61,883
    
    
    
    470,189Product cost and shrink replacement
    
    
    93,387
    
    
    
    
    
    
    
    9,838
    
    
    
    103,225Operating and maintenance expense
    
    
    136,509
    
    
    
    1,459
    
    
    
    25,096
    
    
    
    163,064Depreciation, amortization and accretion
    
    
    41,326
    
    
    
    170
    
    
    
    3,391
    
    
    
    44,887Direct general and administrative expenses
    
    
    9,008
    
    
    
    
    
    
    
    3,245
    
    
    
    12,253Other, net
    
    
    4,815
    
    
    
    325
    
    
    
    876
    
    
    
    6,016Segment operating income (loss)
    
    
    121,553
    
    
    
    (246
    )
    
    
    19,437
    
    
    
    140,744Investment income
    
    
    84,052
    
    
    
    27,243
    
    
    
    
    
    
    
    111,295Segment profit
    
    $
    205,605
    
    
    $
    26,997
    
    
    $
    19,437
    
    
    $
    252,039Reconciliation to the Consolidated Statement of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    140,744General and administrative expenses:Allocated  affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,536
    )Third-party direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,456
    )Operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    101,752Other financial information:Segment assets
    
    $
    1,377,437
    
    
    $
    491,867
    
    
    $
    159,882
    
    
    $
    2,029,186Other assets
and eliminations (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (705,516
    )Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,323,670Equity method investments
    
    $
    272,549
    
    
    $
    188,511
    
    
    $
    
    
    
    $
    461,060Additions to long-lived assets
    
    $
    27,032
    
    
    $
    33
    
    
    $
    10,196
    
    
    $
    37,261
 
  (a)
    
    Relates primarily to the elimination of
intercompany accounts receivable generated by our centralized cash
management program. Also includes the assets of the OLLC.
 108




---



##### Table of Contents



Gathering &
    
    
    Gathering &Processing -
    
    
    Processing -
    
    
    NGLWest
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)2008Segment revenues:Product sales
    
    $
    322,583
    
    
    $
    
    
    
    $
    16,697
    
    
    $
    339,280Gathering and processing
    
    
    230,853
    
    
    
    2,096
    
    
    
    
    
    
    
    232,949Storage
    
    
    
    
    
    
    
    
    
    
    31,429
    
    
    
    31,429Fractionation
    
    
    
    
    
    
    
    
    
    
    17,441
    
    
    
    17,441Other
    
    
    6,702
    
    
    
    
    
    
    
    9,259
    
    
    
    15,961Total revenues
    
    
    560,138
    
    
    
    2,096
    
    
    
    74,826
    
    
    
    637,060Product cost and shrink replacement
    
    
    189,192
    
    
    
    
    
    
    
    16,886
    
    
    
    206,078Operating and maintenance expense
    
    
    156,713
    
    
    
    1,668
    
    
    
    27,520
    
    
    
    185,901Depreciation, amortization and accretion
    
    
    41,215
    
    
    
    751
    
    
    
    3,063
    
    
    
    45,029Direct general and administrative expenses
    
    
    8,333
    
    
    
    
    
    
    
    2,582
    
    
    
    10,915Other, net
    
    
    (939
    )
    
    
    6,187
    
    
    
    737
    
    
    
    5,985Segment operating income (loss)
    
    
    165,624
    
    
    
    (6,510
    )
    
    
    24,038
    
    
    
    183,152Investment income
    
    
    88,538
    
    
    
    22,357
    
    
    
    
    
    
    
    110,895Segment profit
    
    $
    254,162
    
    
    $
    15,847
    
    
    $
    24,038
    
    
    $
    294,047Reconciliation to the Consolidated Statement of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    183,152General and administrative expenses:Allocated  affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,707
    )Third-party direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,437
    )Operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    147,008Other financial information:Segment assets
    
    $
    1,248,110
    
    
    $
    379,060
    
    
    $
    127,315
    
    
    $
    1,754,485Other assets
and eliminations (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (462,666
    )Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,291,819Equity method investments
    
    $
    277,707
    
    
    $
    184,466
    
    
    $
    
    
    
    $
    462,173Additions to long-lived assets
    
    $
    36,833
    
    
    $
    
    
    
    $
    9,020
    
    
    $
    45,853
 
  (a)
    
    Relates primarily to the elimination of
intercompany accounts receivable generated by our centralized cash
management program. Also includes the assets of the OLLC.
 109




---



##### Table of Contents



Gathering &
    
    
    Gathering &Processing -
    
    
    Processing -
    
    
    NGLWest
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)2007Segment revenues:Product sales
    
    $
    279,600
    
    
    $
    
    
    
    $
    11,332
    
    
    $
    290,932Gathering and processing
    
    
    236,475
    
    
    
    2,119
    
    
    
    
    
    
    
    238,594Storage
    
    
    
    
    
    
    
    
    
    
    28,016
    
    
    
    28,016Fractionation
    
    
    
    
    
    
    
    
    
    
    9,622
    
    
    
    9,622Other
    
    
    (2,288
    )
    
    
    
    
    
    
    7,941
    
    
    
    5,653Total revenues
    
    
    513,787
    
    
    
    2,119
    
    
    
    56,911
    
    
    
    572,817Product cost and shrink replacement
    
    
    170,434
    
    
    
    
    
    
    
    11,264
    
    
    
    181,698Operating and maintenance expense
    
    
    135,782
    
    
    
    1,875
    
    
    
    24,686
    
    
    
    162,343Depreciation, amortization and accretion
    
    
    41,523
    
    
    
    1,249
    
    
    
    3,720
    
    
    
    46,492Direct general and administrative expenses
    
    
    7,790
    
    
    
    
    
    
    
    2,190
    
    
    
    9,980Other, net
    
    
    10,567
    
    
    
    10,406
    
    
    
    746
    
    
    
    21,719Segment operating income (loss)
    
    
    147,691
    
    
    
    (11,411
    )
    
    
    14,305
    
    
    
    150,585Investment
income
    
    
    76,212
    
    
    
    28,842
    
    
    
    
    
    
    
    105,054Segment profit
    
    $
    223,903
    
    
    $
    17,431
    
    
    $
    14,305
    
    
    $
    255,639Reconciliation to the Consolidated Statement of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    150,585General and administrative expenses:Allocated  affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,546
    )Third-party direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,102
    )Operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    114,937Other financial information:Segment assets
    
    $
    1,112,652
    
    
    $
    268,471
    
    
    $
    98,730
    
    
    $
    1,479,853Other assets
and eliminations (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (196,376
    )Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,283,477Equity method investments
    
    $
    284,650
    
    
    $
    214,526
    
    
    $
    
    
    
    $
    499,176Additions to long-lived assets
    
    $
    39,391
    
    
    $
    
    
    
    $
    9,090
    
    
    $
    48,481
 
  (a)
    
    Relates primarily to the elimination of
intercompany accounts receivable generated by our centralized cash
management program. Also includes the assets of the OLLC.
 110




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##### Table of Contents



QUARTERLY FINANCIAL DATA
(Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2009Revenues
    
    $
    105,468
    
    
    $
    106,327
    
    
    $
    125,153
    
    
    $
    133,241Costs and operating expenses
    
    
    87,847
    
    
    
    88,912
    
    
    
    88,639
    
    
    
    103,039Net income
    
    
    18,672
    
    
    
    25,368
    
    
    
    55,947
    
    
    
    52,480Basic and diluted net income per limited partner unit
    
    $
    0.36
    
    
    $
    0.48
    
    
    $
    1.04
    
    
    $
    0.99First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2008Revenues
    
    $
    150,362
    
    
    $
    178,245
    
    
    $
    175,713
    
    
    $
    132,740Costs and operating expenses
    
    
    124,050
    
    
    
    136,033
    
    
    
    127,737
    
    
    
    102,232Net income
    
    
    43,629
    
    
    
    71,822
    
    
    
    60,833
    
    
    
    15,105
    (a)(b)Basic and diluted net income per limited partner unit:Common units
    
    $
    0.71
    
    
    $
    1.21
    
    
    $
    1.00
    
    
    $
    0.15Subordinated units(c)
    
    $
    0.71
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (a)
    
    During September 2008, Discoverys offshore gathering system sustained
hurricane damage and was unable to accept gas from producers while
repairs were being made through the end of 2008. In addition,
throughout the fourth quarter of 2008 we experienced significantly
lower per-unit margins as NGL prices, especially ethane, declined
along with the price of crude oil. These lower NGL margins
significantly reduced the profitability of our gathering and
processing businesses including Four Corners and our ownership
interests in Wamsutter and Discovery.(b)
    
    The fourth quarter of 2008 includes a $6.2 million impairment of the
Carbonate Trend pipeline (see Note 8, Other (Income) Expense).(c)
    
    Subordinated units converted to common on February 19, 2008. 111




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##### Table of Contents



Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
   Managements Annual Report on Internal Control over Financial Reporting
  Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
  Changes in Internal Controls Over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  112




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##### Table of Contents



Name
    
    Age
    
    Position with Williams Partners GP LLCSteven J. Malcolm
    
    
    61
    
    
    Chairman of the Board and Chief Executive OfficerDonald R. Chappel
    
    
    58
    
    
    Chief Financial Officer and DirectorAlan S. Armstrong
    
    
    47
    
    
    Senior Vice President  Midstream and DirectorPhillip D. Wright
    
    
    54
    
    
    Senior Vice President  Gas Pipeline and DirectorJames J. Bender
    
    
    53
    
    
    General CounselH. Michael Krimbill
    
    
    56
    
    
    Director and Member of Audit and Conflicts CommitteesBill Z. Parker
    
    
    62
    
    
    Director and Member of Audit and Conflicts CommitteesAlice M. Peterson
    
    
    57
    
    
    Director and Member of Audit and Conflicts Committees
  Steven J. Malcolm
 Donald R. Chappel
 Alan
S. Armstrong
 Phillip
D. Wright
 James J. Bender
 113




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##### Table of Contents



H. Michael Krimbill
 Bill Z. Parker
 Alice M. Peterson tm
 Governance
  Director Independence
  http://www.williamslp.com
 
    
    the director, or an immediate family member of the director, has received during any
twelve-month period within the last three years more than $120,000 per year in direct
compensation from our general partner, us and any parent or subsidiary in a consolidated
group with such entities (collectively, the Partnership Group), other than board and
committee fees and pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on continued service). Neither
compensation received by a director for former service as an interim chairman or chief
executive officer or other executive officer nor compensation received by an immediate
family member for service as an employee (other than an executive officer) of the
Partnership Group will be considered in determining independence under this standard.
 114




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##### Table of Contents




    
    the director is a current employee, or has an immediate family member who is a current
executive officer, of another company that has made payments to, or received payments from,
the Partnership Group for property or services in an amount which, in any of the last three
fiscal years, exceeds the greater of $1.0 million, or 2% of the other companys consolidated
gross annual revenues. Contributions to tax exempt organizations are not considered
payments for purposes of this standard.
    
    the director is, or has been within the last three years, an employee of the Partnership
Group, or an immediate family member is, or has been within the last three years, an
executive officer, of the Partnership Group. Employment as an interim chairman or chief
executive officer or other executive officer will not disqualify a director from being
considered independent following that employment.
    
    (i) the director is a current partner or employee of a firm that is the present or former
internal or external auditor for the Partnership Group, (ii) the director has an immediate
family member who is a current partner of such a firm, (iii) the director has an immediate
family member who is a current employee of such a firm and personally works on the
Partnership Groups audit (iv) the director or an immediately family member was within the
last three years a partner or employee of such a firm and personally worked on an audit for
the Partnership Group within that time.
    
    if the director or an immediate family member is, or has been within the last three
years, employed as an executive officer of another company where any of the Partnership
Groups present executive officers at the same time serves or served on that companys
compensation committee.
    
    if the board of directors determines that a discretionary contribution made by any member
of the Partnership Group to a non-profit organization with which a director, or a directors
spouse, has a relationship, impacts the directors independence.
    Meeting Attendance and Preparation
  115




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##### Table of Contents



Executive Sessions of Non-Management Directors
  Communications with Directors
 http://www.williamslp.com.
  
 
  Board Committees
  Board Committee Membership
 Audit
    
    ConflictsCommittee
    
    CommitteeH. Michael Krimbill
    
    ü
    
    üBill Z. Parker
    
    ü
    
    Alice M. Peterson
    
    
    
    ü
 
 ü
    
    = committee member
    
    = chairperson Audit Committee
  Conflicts Committee
  116




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##### Table of Contents



Code of Business Conduct and Ethics
 http://www.williamslp.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  Transfer Agent and Registrar
  
 
 REPORT OF THE AUDIT COMMITTEE
  
    
    reviewed and discussed the audited financial statements in this annual report on Form
10-K with management, including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements;
    
    reviewed with Ernst & Young LLP, the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements with generally
accepted accounting principles, their judgments as to the quality and acceptability of
Williams Partners L.P.s accounting principles and such other matters as are required to be
discussed with the audit committee under generally accepted auditing standards;
 117




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##### Table of Contents




    
    received the written disclosures and the letter from Ernst & Young LLP required by
applicable requirements of the Public Company Accounting Oversight Board regarding Ernst &
Young LLPs communications with the audit committee concerning independence, and discussed
with Ernst & Young LLP its independence;
    
    discussed with Ernst & Young LLP the matters required to be discussed by the statement on
Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight
Board in Rule 3200T;
    
    discussed with Williams Partners L.P.s internal auditors and Ernst & Young LLP the
overall scope and plans for their respective audits. The audit committee meets with the
internal auditors and Ernst & Young LLP, with and without management present, to discuss the
results of their examinations, their evaluations of Williams Partners L.P.s internal
controls and the overall quality of Williams Partners L.P.s
financial reporting; and
    
    based on the foregoing reviews and discussions, recommended to the board of directors
that the audited financial statements be included in the annual report on Form 10-K for the
year ended December 31, 2009, for filing with the SEC.
   Alice M. Peterson  chairman Bill Z. Parker H. Michael Krimbill
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 http://www.sec.gov http://www.williams.com
 Executive Compensation
   118




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##### Table of Contents



http://www.sec.gov http:/www.williams.com
 Compensation Committee Interlocks and Insider Participation
  Board Report on Compensation
  The Board of Directors of Williams Partners GP LLC:
Alan S. Armstrong, Donald R. Chappel,
H. Michael Krimbill, Steven J. Malcolm
Bill Z. Parker, Alice M. Peterson,
Phillip D. Wright 119




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##### Table of Contents



Compensation of Directors
   Director Compensation Fiscal Year 2009
 Change in PensionValue andNonqualifiedNon-Equity
    
    
    DeferredFees Earned or Paid
    
    
    Unit
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    in Cash (1)
    
    
    Awards (2)
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalH. Michael Krimbill
    
    $
    56,250
    
    
    $
    6,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    62,914Bill Z. Parker
    
    $
    56,250
    
    
    $
    6,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    62,914Alice M. Peterson
    
    $
    56,250
    
    
    $
    6,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    62,914
 
 (1)
    
    In May 2009, our director compensation policy was revised to include
two payments for the annual director compensation package. As a
result, the table above reflects only one bi-annual cash payment made
on August 22. Fees earned for attending 11 conflicts committee
meetings in 2009 are also reflected in this column.(2)
    
    Prior to 2009, non-employee directors received a portion of their
compensation in the form of restricted units. The last grant of
restricted units occurred in August of 2008 and the expense related to
the grant is reflected in this column. Restricted units awarded to
non-employee directors in 2008 were granted under the Williams
Partners GP LLC Long-Term Incentive Plan and vested 180 days after the
date of grant. Cash distributions were paid on these restricted
units. Long-Term Incentive Plan
   120




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
    
    each person known by us to be a beneficial owner of more than 5% of the units;
    
    each of the directors of our general partner;
    
    each of the executive officers of our general partner; and
    
    all directors and executive officers of our general partner as a group.
  Percentage
    
    
    
    
    
    Percentage of
    
    Percentage ofof Total Common
    
    Class C Units
    
    Class C Units
    
    Total UnitsCommon Units
    
    Units Beneficially
    
    Beneficially
    
    Beneficially
    
    BeneficiallyName of Beneficial Owner
    
    Beneficially Owned
    
    Owned
    
    Owned
    
    Owned
    
    OwnedThe Williams Companies, Inc.(a)
    
    
    11,613,527
    
    
    
    22.00
    %
    
    
    203,000,000
    
    
    
    100
    %
    
    
    83.91
    %Williams Gas Pipeline Company, LLC(a)
    
    
    
    
    
    
    
    
    
    
    119,932,400
    
    
    
    59.08
    %
    
    
    46.89
    %Williams Energy Services, LLC(a)
    
    
    8,787,149
    
    
    
    16.65
    %
    
    
    83,067,600
    
    
    
    40.92
    %
    
    
    35.91
    %Williams Partners GP LLC(a)
    
    
    3,363,527
    
    
    
    6.37
    %
    
    
    
    
    
    
    
    
    
    
    1.32
    %Williams Energy, L.L.C.(a)
    
    
    2,952,233
    
    
    
    5.59
    %
    
    
    
    
    
    
    
    
    
    
    1.15
    %MAPCO Inc.(a)
    
    
    2,952,233
    
    
    
    5.59
    %
    
    
    
    
    
    
    
    
    
    
    1.15
    %Williams Partners Holdings LLC(a)
    
    
    2,826,378
    
    
    
    5.36
    %
    
    
    
    
    
    
    
    
    
    
    1.11
    %Kayne Anderson Capital Advisors,
L.P./Richard A. Kayne(b)
    
    
    4,459,179
    
    
    
    8.45
    %
    
    
    
    
    
    
    
    
    
    
    1.74
    %Alan S. Armstrong(c)
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *James J. Bender(d)
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Donald R. Chappel
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *H. Michael Krimbill
    
    
    57,151
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Steven J. Malcolm(e)
    
    
    25,100
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Bill Z. Parker
    
    
    9,524
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Alice M. Peterson
    
    
    4,524
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Phillip D. Wright
    
    
    4,425
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *All directors and executive officers
as a group (eight persons)
    
    
    140,724
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
   
 *
    
    Less than 1%.(a)
    
    As noted in the Schedule 13D/A filed with the SEC on February 19, 2010, The Williams Companies, Inc. is
the ultimate parent company of Williams Energy Services, LLC, Williams Partners GP LLC, Williams Energy,
L.L.C., Williams Discovery Pipeline LLC, Williams Partners Holdings LLC, Williams Gas Pipeline LLC and
Williams Gulfstream Pipeline LLC and may, therefore, be deemed to beneficially own the units held by each
of these companies. The Williams Companies, Inc.s common stock is 121




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##### Table of Contents



listed on the New York Stock Exchange under the symbol WMB. The Williams Companies, Inc. files information with or furnishes information to,
the Securities and Exchange Commission pursuant to the information requirements of the Securities
Exchange Act of 1934 (the Act). WGP Gulfstream Pipeline Company, L.L.C. is the record holder of
4,242,700 Class C units. Williams Gas Pipeline Company LLC is the record owner of 115,689,700 Class C
units, and, as the sole member of WGP Gulfstream Pipeline Company, L.L.C., may, pursuant to Rule 13d-3,
be deemed to beneficially own the Class C units owned by WGP Gulfstream Pipeline Company, L.L.C. Williams
Discovery Pipeline LLC is the record holder of 1,425,466 common units. Williams Partners Holdings LLC is
the record holder of 2,826,378 common units. Williams Energy, L.L.C. is the record holder of 2,952,233
common units. Williams Partners GP LLC is the record holder of 3,363,527 common units. Williams Energy
Services, LLC is the record owner of 1,045,923 common units and, as the sole stockholder of MAPCO Inc.
and the sole member of Williams Discovery Pipeline LLC and Williams Partners GP LLC, may, pursuant to
Rule 13d-3, be deemed to beneficially own the units beneficially owned by MAPCO Inc., Williams Discovery
Pipeline LLC and Williams Partners GP LLC. MAPCO Inc., as the sole member of Williams Energy, L.L.C.,
may, pursuant to Rule 13d-3, be deemed to beneficially own the units held by Williams Energy, L.L.C. The
address of these companies is One Williams Center, Tulsa, Oklahoma 74172.(b)
    
    Based solely on the Schedule 13G/A filed with the SEC on February 12, 2010, Kayne Anderson Capital
Advisors, L.P. (Kayne Capital), an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, and Richard A. Kayne, a U.S. citizen, may be deemed to be the beneficial owner of
units owned by investment accounts (investment limited partnerships, a registered investment company and
institutional accounts) managed, with discretion to purchase or sell securities, by Kayne Capital. The
Schedule 13G notes that Mr. Kayne is the controlling shareholder of the corporate owner of Kayne Anderson
Investment Management, Inc., the general partner of Kayne Capital, and is also a limited partner of each
of the limited partnerships and a shareholder of the registered investment company. The address of Kayne
Capital and Mr. Kayne is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.(c)
    
    Mr. Armstrong is the trustee of The Shelly Stone Armstrong Trust dated August 10, 2004, and has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 10,000
common units that are held by the trust.(d)
    
    Represents units beneficially owned by Mr. Bender that are held by the James J. Bender Revocable Trust.(e)
    
    Represents units beneficially owned by Mr. Malcolm that are held by the Steven J. Malcolm Revocable Trust. 122




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Shares of CommonStock Owned
    
    Shares UnderlyingDirectly or
    
    Options ExercisableName of Beneficial Owner
    
    Indirectly(a)
    
    Within 60 Days(b)
    
    Total
    
    Percent of ClassAlan S. Armstrong
    
    
    224,996
    
    
    
    423,976
    
    
    
    648,972
    
    
    
    *James J. Bender
    
    
    190,585
    
    
    
    192,455
    
    
    
    383,040
    
    
    
    *Donald R. Chappel
    
    
    348,550
    
    
    
    491,051
    
    
    
    839,601
    
    
    
    *Steven J. Malcolm
    
    
    1,082,520
    
    
    
    2,204,650
    
    
    
    3,287,170
    
    
    
    *Phillip D. Wright
    
    
    350,569
    
    
    
    545,552
    
    
    
    896,121
    
    
    
    *Bill Z. Parker
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alice M. Peterson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    H. Michael Krimbill
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    *All directors and executive officers as a group (eight persons)
    
    
    2,207,220
    
    
    
    3,857,684
    
    
    
    6,064,904
    
    
    
    *
 
 *
    
    Less than 1%.(a)
    
    Includes shares held under the terms of incentive and investment plans
as follows: Mr. Armstrong, 15 shares in The Williams Companies
Investment Plus Plan, 152,871 restricted stock units and 72,110
beneficially owned shares; Mr. Bender, 2,800 shares owned by children,
130,927 restricted stock units and 56,858 beneficially owned shares;
Mr. Chappel, 206,023 restricted stock units and 142,527 beneficially
owned shares; Mr. Malcolm, 47,998 shares in The Williams Companies
Investment Plus Plan, 370,593 restricted stock units and 663,929
beneficially owned shares; and Mr. Wright, 15,857 shares in The
Williams Investment Plus Plan, 152,871 restricted stock units and
181,841 beneficially owned shares. Restricted stock units do not
provide the holder with voting or investment power.(b)
    
    The shares indicated represent stock options granted under Williams
current or previous stock option plans, which are currently
exercisable or which will become exercisable within 60 days of
February 1, 2009. Shares subject to options cannot be voted.  Common
    
    PercentageUnits Beneficially
    
    of Common UnitsName of Beneficial Owner
    
    Owned
    
    Beneficially OwnedAlan S. Armstrong
    
    
    
    
    
    
    James J. Bender
    
    
    10,000
    
    
    
    *Donald R. Chappel
    
    
    10,000
    
    
    
    *Steven J. Malcolm
    
    
    10,000
    
    
    
    *Phillip D. Wright
    
    
    10,100
    
    
    
    *Bill Z. Parker
    
    
    
    
    
    
    Alice M. Peterson
    
    
    
    
    
    
    H. Michael Krimbill
    
    
    
    
    
    
    All directors and executive officers as a group (eight persons)
    
    
    40,100
    
    
    
    *
 
 *
    
    Less than 1%. Securities Authorized for Issuance Under Equity Compensation Plans
  123




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Number of SecuritiesRemaining AvailableNumber of Securities
    
    Weighted-Average
    
    for Future Issuanceto be Issued Upon
    
    Exercise Price of
    
    Under EquityExercise of Outstanding
    
    Outstanding
    
    Compensation PlanOptions, Warrants
    
    Options, Warrants
    
    (Excluding Securitiesand Rights
    
    and Rights
    
    Reflected in Column(a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans not approved by security holders.
    
    
    
    
    
    
    
    
    
    
    686,597Total
    
    
    
    
    
    
    
    
    
    
    686,597
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
    Distributions and Payments to Our General Partner and Its Affiliates
  Operational StageDistributions of available cash to our general
partner and its affiliates
    
    We will generally make
cash distributions 98%
to unitholders,
including our general
partner and its
affiliates as holders of
an aggregate of
11,613,527 common units,
203,000,000 Class C
units and the remaining
2% to our general
partner.In addition, if
distributions exceed the
minimum quarterly
distribution and other
higher target levels,
our general partner will
be entitled to
increasing percentages
of the distributions, up
to 50% of the
distributions above the
highest target level. We
refer to the rights to
the increasing
distributions as
incentive distribution
rights. For further
information about
distributions, please
read Market for
Registrants Common
Equity, Related
Stockholder Matters and
Issuer Purchases of
Equity Securities.Reimbursement of expenses to our general partner
    
    Our general partner does not receive a management fee or other compensation for
 124




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##### Table of Contents



Operational Stageand its affiliates
    
    the management of our
partnership. Our general
partner and its
affiliates are
reimbursed, however, for
all direct and indirect
expenses incurred on our
behalf. Our general
partner determines the
amount of these
expenses.Withdrawal or removal of our general partner
    
    If our general partner
withdraws or is removed,
its general partner
interest and its
incentive distribution
rights will either be
sold to the new general
partner for cash or
converted into common
units, in each case for
an amount equal to the
fair market value of
those interests.Liquidation StageLiquidation
    
    Upon our liquidation,
the partners, including
our general partner,
will be entitled to
receive liquidating
distributions according
to their particular
capital account
balances.
 Reimbursement of Expenses of Our General Partner
  http://www.sec.gov http://www.williams.com
  Initial Omnibus Agreement
  
    
    reimbursement of certain general and administrative expenses;
 125




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##### Table of Contents




    
    indemnification for certain environmental liabilities, tax liabilities and right-of-way
defects;
    
    reimbursement for certain expenditures; and
    
    a license for the use of certain software and intellectual property.
 General and Administrative Expenses
   Indemnification for Environmental and Related Liabilities
     Reimbursement for Certain Expenditures Attributable to Discovery
  126




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##### Table of Contents



Intellectual Property License
  Amendments
  Competition
  Credit Facilities
 Working Capital Facility
  Wamsutter Credit Facility
  Wamsutter Limited Liability Company Agreement
    Discovery Operating and Maintenance Agreements
   127




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##### Table of Contents



Natural Gas and NGL Purchasing Contracts
    Gathering, Processing and Treating Contracts
    Natural Gas Purchases
   128




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##### Table of Contents



Balancing Services Agreement
  Summary of Other Transactions with Williams
  
    
    we distributed $39.7 million to affiliates of Williams as quarterly distributions on
their common units, subordinated units, 2% general partner interest and incentive
distribution rights for the fourth quarter 2008 distribution period which was paid in 2009.
In 2009, Williams waived the incentive distribution rights (IDRs) related to the 2009
distribution periods. These IDRs represented $29.0 million, on an annual basis.
    
    we purchased $8.7 million of NGLs to replenish deficit product positions from WNGLM based
on market pricing. Following the Dropdown, we will consolidate WNGLM. As a result, our
affiliate product costs will be eliminated against the related affiliate product sales
recorded by WNGLM.
 ADDITIONAL TRANSACTIONS WITH RELATED PERSONS ASSOCIATED WITH THE DROPDOWN
 Agreements Related to the Dropdown
  Contribution Agreement
  129




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##### Table of Contents



Conveyance, Contribution and Assumption Agreement
  Transco Administrative Services Agreement
  Northwest Pipeline Administrative Services Agreement
  Secondment Agreement
  Dropdown Omnibus Agreement
  Limited Call Right Forbearance Agreement
  130




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##### Table of Contents



Amendment to our Limited Partnership Agreement
  The Contributed Entities
 Reimbursement of Expenses of Williams
   Commodity Sales Contracts
  Gathering, Processing and Treating Contracts
  Transportation and Exchange Contracts
  131




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##### Table of Contents



Commodity Purchase Contracts
    Other Contracts
     Review, Approval or Ratification of Transactions with Related Persons
  
    
    approved by the conflicts committee;
    
    approved by the vote of a majority of the outstanding common units, excluding any common
units owned by our general partner or any of its affiliates;
    
    on terms no less favorable to us than those generally being provided to or available from
unrelated third parties; or
    
    fair and reasonable to us, taking into account the totality of the relationships between
the parties involved, including other transactions that may be particularly favorable or
advantageous to us.
  132




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##### Table of Contents



Director Independence
  
 Item 14. Principal Accounting Fees and Services
  2009
    
    
    2008(Thousands)Audit Fees
    
    $
    1,111
    
    
    $
    1,066Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    35
    
    
    
    35All Other Fees
    
    
    
    
    
    
    $
    1,146
    
    
    $
    1,101
   
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Williams Partners L.P. financials
 PageCovered by reports of independent auditors:Consolidated balance sheets at December 31, 2009 and 2008
    
    80Consolidated statements of income for each of the three years ended December 31, 2009
    
    81Consolidated statement of partners capital for each of the three years ended December 31, 2009
    
    82Consolidated statements of cash flows for each of the three years ended December 31, 2009
    
    84Notes to consolidated financial statements
    
    85Not covered by reports of independent auditors:Quarterly financial data (unaudited)
    
    111
 133




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##### Table of Contents



ExhibitNumber
    
    
    
    Description§Exhibit 2.1
    
    
    
    Purchase and Sale Agreement, dated April 6, 2006, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on April 7, 2006 as Exhibit 2.1 to Williams Partners
L.P.s current report on Form 8-K (File No.001-32599)) and incorporated herein by
reference.§Exhibit 2.2
    
    
    
    Purchase and Sale Agreement, dated November 16, 2006, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on November 21, 2006 as Exhibit 2.1 to Williams
Partners L.P.s current report on Form 8-K (File No.001-32599)) and incorporated
herein by reference.§Exhibit 2.3
    
    
    
    Purchase and Sale Agreement, dated June 20, 2007, by and among Williams Energy,
L.L.C., Williams Energy Services, LLC and Williams Partners Operating LLC (filed
on June 25, 2007 as Exhibit 2.1 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599)) and incorporated herein by reference.§Exhibit 2.4
    
    
    
    Purchase and Sale Agreement, dated November 30, 2007, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on December 3, 2007 as Exhibit 2.1 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 2.5
    
    
    
    Contribution Agreement, dated as of January 15, 2010, by and among Williams Energy
Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline
Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., Williams
Partners Operating LLC and, for a limited purpose, The Williams Companies, Inc,
including exhibits thereto (filed on January 19, 2010 as Exhibit 10.1 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 3.1
    
    
    
    Certificate of Limited Partnership of Williams Partners L.P. (filed on May 2, 2005
as Exhibit 3.1 to Williams Partners L.P.s registration statement on Form S-1
(File No. 333-124517)) and incorporated herein by reference.Exhibit 3.2
    
    
    
    Certificate of Formation of Williams Partners GP LLC (filed on May 2, 2005 as
Exhibit 3.3 to Williams Partners L.P.s registration statement on Form S-1 (File
No. 333-124517)) and incorporated herein by reference.*Exhibit 3.3
    
    
    
    Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
(including form of common unit certificate), as amended by Amendments Nos. 1, 2,
3, 4, 5, and 6.Exhibit 3.4
    
    
    
    Amended and Restated Limited Liability Company Agreement of Williams Partners GP
LLC (filed on August 26, 2005 as Exhibit 3.2 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 4.1
    
    
    
    Indenture, dated June 20, 2006, by and among Williams Partners L.P., Williams
Partners Finance Corporation and JPMorgan Chase Bank, N.A. (filed on June 20, 2006
as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.Exhibit 4.2
    
    
    
    Form of 7 1/2% Senior Note due 2011 (filed on June 20, 2006 as Exhibit 1 to Rule
144A/Regulation S Appendix of Exhibit 4.1 attached to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.3
    
    
    
    Certificate of Incorporation of Williams Partners Finance Corporation (filed on
September 22, 2006 as Exhibit 4.5 to Williams Partners L.P.s registration
statement on Form S-3 (File No. 333-137562)) and incorporated herein by reference.Exhibit 4.4
    
    
    
    Bylaws of Williams Partners Finance Corporation (filed on September 22, 2006 as
Exhibit 4.6 to
 134




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##### Table of Contents



ExhibitNumber
    
    
    
    DescriptionWilliams Partners L.P.s registration statement on Form S-3 (File
No. 333-137562)) and incorporated herein by reference.Exhibit 4.5
    
    
    
    Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams
Partners Finance Corporation and The Bank of New York (filed on December 19, 2006
as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.Exhibit 4.6
    
    
    
    Form of 7 1/4% Senior Note due 2017 (filed on December 19, 2006 as Exhibit 1 to Rule
144A/Regulation S Appendix of Exhibit 4.1 attached to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.7
    
    
    
    Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The
Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit
4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 4.8
    
    
    
    Registration Rights Agreement, dated as of February 9, 2010, among Williams
Partners L.P. and Barclays Capital Inc. and Citigroup Global Markets Inc., each
acting on behalf of themselves and the initial purchasers listed on Schedule I
thereto (filed on February 10, 2010 as Exhibit 10.1 to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.9
    
    
    
    Limited Call Right Forbearance Agreement, dated as of February 17, 2010, by and
between Williams Partners L.P. and Williams Partners GP LLC (filed on February 22,
2010 as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599)) and incorporated herein by reference.Exhibit 4.10
    
    
    
    Senior Indenture, dated as of November 30, 1995, between Northwest Pipeline
Corporation and Chemical Bank, Trustee with regard to Northwest Pipelines 7.125%
Debentures, due 2025 (filed September 14, 1995 as Exhibit 4.1 to Northwest
Pipeline Corporations Form S-3 (File No. 033-62639)) and incorporated herein by
reference.Exhibit 4.11
    
    
    
    Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and
JPMorgan Chase Bank, N.A., as Trustee, with regard to Northwest Pipelines $175
million aggregate principal amount of 7.00% Senior Notes due 2016 (filed on June
23, 2006 as Exhibit 4.1 to Northwest Pipeline Corporations Form 8-K (File. No.
001-07414) and incorporated herein by reference.Exhibit 4.12
    
    
    
    Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and
The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline
Corporations Form 8-K (File No. 001-07414)) and incorporated herein by reference.Exhibit 4.13
    
    
    
    Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New
York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to
Northwest Pipeline GPs Form 8-K File No. 001-07414)) and incorporated herein by
reference.Exhibit 4.14
    
    
    
    Registration Rights Agreement, dated as of May 23, 2008, among Northwest Pipeline
GP and Banc of America Securities, LLC, BNP Paribas Securities Corp, and Greenwich
Capital Markets, Inc., acting on behalf of themselves and the several initial
purchasers listed on Schedule I thereto (filed on May 23, 2008 as Exhibit 10.1 to
Northwest Pipeline GPs Form 8-K (File No. 001-07414)) and incorporated herein by
reference.Exhibit 4.15
    
    
    
    Senior Indenture, dated as of July 15, 1996 between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1
to Transcontinental Gas Pipe Line Corporations Form S-3 (File No. 333-02155)) and
incorporated herein by reference.Exhibit 4.16
    
    
    
    Senior Indenture, dated as of January 16, 1998, between Transcontinental Gas Pipe
Line Corporation and Citibank, N.A., as Trustee (filed on September 8, 1997 as
Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form S-3 (File No.
333-27311)) and incorporated herein by reference.Exhibit 4.17
    
    
    
    Indenture, dated as of August 27, 2001, between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed on November 8, 2001 as Exhibit
4.1 to Transcontinental Gas Pipe Line Corporations Form S-4 (File No. 333-72982))
and incorporated herein by reference.Exhibit 4.18
    
    
    
    Indenture, dated as of July 3, 2002, between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed August 14, 2002 as Exhibit 4.1
to The Williams Companies Inc.s Form 10-Q (File No. 001-07584)) and incorporated
herein by reference.Exhibit 4.19
    
    
    
    Indenture, dated December 17, 2004, between Transcontinental Gas Pipe Line
Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on December 21, 2004
as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form 8-K (File No.
001-07584)) and incorporated herein by reference.Exhibit 4.20
    
    
    
    Indenture, dated as of April 11, 2006, between Transcontinental Gas Pipe Line
Corporation and JPMorgan Chase Bank, N.A., as Trustee with regard to
Transcontinental Gas Pipe Lines $200 million
 135




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##### Table of Contents



ExhibitNumber
    
    
    
    Descriptionaggregate principal amount of 6.4% Senior Note due 2016 (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental
Gas Pipe Line Corporations Form 8-K (File No. 001-07584)) and incorporated herein
by reference.Exhibit 4.21
    
    
    
    Indenture, dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation
and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as
Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form 8-K (File No.
001-07584)) and incorporated herein by reference.Exhibit 4.22
    
    
    
    Registration Rights Agreement, dated as of May 22, 2008, among Transcontinental
Gas Pipe Line Corporation and Banc of America Securities LLC, Greenwich Capital
Markets, Inc., and J. P. Morgan Securities Inc., acting on behalf of themselves
and the several initial purchasers listed on Schedule I thereto (filed on May 23,
2008 as Exhibit 10.1 to Transcontinental Gas Pipe Line Corporations Form 8-K
(File No. 001-07584)) and incorporated herein by reference.Exhibit 10.1
    
    
    
    Credit Agreement, dated as of December 11, 2007, by and among Williams Partners
L.P., the lenders party hereto, Citibank, N.A., as Administrative Agent and
Issuing Bank, and The Bank of Nova Scotia, as Swingline Lender (filed on December
17, 2007 as Exhibit 10.5 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599)) and incorporated herein by reference.Exhibit 10.2
    
    
    
    Omnibus Agreement, among Williams Partners L.P., Williams Energy Services, LLC,
Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams Discovery
Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC and (for
purposes of Articles V and VI thereof only) The Williams Companies, Inc. (filed on
August 26, 2005 as Exhibit 10.1 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.3
    
    
    
    Amendment No. 1 to Omnibus Agreement among Williams Partners L.P., Williams Energy
Services, LLC, Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams
Discovery Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC
and (for purposes of Articles V and VI thereof only) The Williams Companies, Inc.
(filed on April 20, 2009 as Exhibit 10.1 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.4
    
    
    
    Omnibus Agreement, dated as of February 17, 2010, by and between The Williams
Companies, Inc. and Williams Partners L.P. (filed on February 22, 2010 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.5
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated August 23, 2005, by and
among Williams Partners L.P., Williams Energy, L.L.C., Williams Partners GP LLC,
Williams Partners Operating LLC, Williams Energy Services, LLC, Williams Discovery
Pipeline LLC, Williams Partners Holdings LLC and Williams Natural Gas Liquids,
Inc. (filed on August 26, 2005 as Exhibit 10.3 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.6
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated June 20, 2006, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on June 20, 2006 as Exhibit 10.1
to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.7
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated June 20, 2006, by and
among Williams Field Services Company, LLC and Williams Four Corners LLC (filed on
June 20, 2006 as Exhibit 10.4 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599) and incorporated herein by reference.Exhibit 10.8
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated December 13, 2006, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on December 19, 2006 as Exhibit
10.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.9
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated December 11, 2007, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on December 17, 2007 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.10
    
    
    
    Conveyance, Contribution and Assumption Agreement, dated as of February 17, 2010,
by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC,
WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams
Partners L.P. and Williams Partners Operating
 136




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ExhibitNumber
    
    
    
    DescriptionLLC (filed on February 22, 2010 as Exhibit 10.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.Exhibit 10.11
    
    
    
    Assignment Agreement, dated December 11, 2007, by and between Williams Field
Services Company, LLC and Wamsutter LLC (filed on December 17, 2007 as Exhibit
10.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.12
    
    
    
    Third Amended and Restated Limited Liability Company Agreement for Discovery
Producer Services LLC (filed on June 24, 2005 as Exhibit 10.7 to Amendment No. 1
to Williams Partners L.P.s registration statement on Form S-1 (File No.
333-124517)) and incorporated herein by reference.Exhibit 10.13
    
    
    
    Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement
for Discovery Producer Services LLC (filed on August 8, 2006 as Exhibit 10.6 to
Williams Partners L.P.s quarterly report on Form 10-Q (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.14
    
    
    
    Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement
for Discovery Producer Services LLC (filed on August 6, 2009 as Exhibit 10.3 to
Williams Partners L.P.s quarterly report on Form 10-Q (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.15
    
    
    
    Amended and Restated Limited Liability Company Agreement of Wamsutter LLC, dated
December 1, 2007, by and between Williams Field Services Company, LLC and Williams
Partners Operating LLC (filed on December 17, 2007 as Exhibit 10.3 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 10.16
    
    
    
    Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of
Wamsutter LLC, dated as of February 17, 2010, by and between Williams Field
Services Company, LLC and Williams Partners Operating LLC (filed on February 22,
2010 as Exhibit 10.4 to Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599)) and incorporated herein by reference.#Exhibit 10.17
    
    
    
    Williams Partners GP LLC Long-Term Incentive Plan (filed on August 26, 2005 as
Exhibit 10.2 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.#Exhibit 10.18
    
    
    
    Amendment to the Williams Partners GP LLC Long-Term Incentive Plan, dated November
28, 2006 (filed on December 4, 2006 as Exhibit 10.1 to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.#Exhibit 10.19
    
    
    
    Amendment No. 2 to the Williams Partners GP LLC Long-Term Incentive Plan, dated
December 2, 2008 (filed on February 26, 2009, as Exhibit 10.4 to Williams Partners
L.P.s annual report on Form 10-K (File No. 001-32599)) and incorporated herein by
reference.#Exhibit 10.20
    
    
    
    Director Compensation Policy dated November 29, 2005, as revised May 28, 2009
(filed on August 6, 2009 as Exhibit 10.2 to Williams Partners L.P.s quarterly
report on Form 10-Q (File No. 001-32599)) and incorporated herein by reference.#Exhibit 10.21
    
    
    
    Form of Grant Agreement for Restricted Units (filed on December 1, 2005 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.22
    
    
    
    Administrative Services Agreement between Northwest Pipeline Services LLC and
Northwest Pipeline GP, dated October 1, 2007 (filed on January 30, 2008 as Exhibit
10.1 to Williams Pipeline Partners L.P.s Form 8-K (File No. 001-33917) and
incorporated herein by reference).Exhibit 10.23
    
    
    
    Administrative Services Agreement, dated as of February 17, 2010, by and between
Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC
(filed on February 22, 2010 as Exhibit 10.3 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.24
    
    
    
    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 on
February 22, 2010 as Exhibit 10.5 to Williams Partners L.P.s current report on
Form 8-K (File No. 001-32599)) and incorporated herein by reference.*Exhibit 12
    
    
    
    Computation of Ratio of Earnings to Fixed Charges*Exhibit 21
    
    
    
    List of subsidiaries of Williams Partners L.P.*Exhibit 23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.*Exhibit 23.2
    
    
    
    Consent of Independent Auditors, Ernst & Young LLP.*Exhibit 24
    
    
    
    Power of attorney.
 137




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ExhibitNumber
    
    
    
    Description*Exhibit 31.1
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*Exhibit 31.2
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*Exhibit 32
    
    
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 *
    
    Filed herewith.§
    
    Pursuant to item 601(b) (2) of Regulation S-K, the registrant agrees
to furnish supplementally a copy of any omitted exhibit or schedule to
the SEC upon request.#
    
    Management contract or compensatory plan or arrangement.(c)
    
    Wamsutter LLC financial statements and notes thereto Discovery
Producer Services LLC financial statements and notes thereto 138




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##### Table of Contents



Report of Independent Auditors
 
    /s/ Ernst & Young LLPTulsa, OklahomaFebruary 25, 2010 139




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WAMSUTTER LLC
BALANCE SHEETS
 December 31,2009
    
    
    2008(In thousands)ASSETSCurrent assets:Accounts receivable:Trade
    
    $
    6,116
    
    
    $
    8,755Affiliate
    
    
    10,895
    
    
    
    7,178Other
    
    
    252
    
    
    
    100Product imbalance
    
    
    4,199
    
    
    
    1,032Other current assets
    
    
    229
    
    
    
    82Total current assets
    
    
    21,691
    
    
    
    17,147Property, plant and equipment, net
    
    
    408,429
    
    
    
    318,072Other noncurrent assets
    
    
    3,071
    
    
    
    468Total assets
    
    $
    433,191
    
    
    $
    335,687LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    15,215
    
    
    $
    9,582Affiliate
    
    
    2,734
    
    
    
    2,407Product imbalance
    
    
    986
    
    
    
    1,753Accrued liabilities
    
    
    10,285
    
    
    
    3,218Total current liabilities
    
    
    29,220
    
    
    
    16,960Other noncurrent liabilities
    
    
    4,846
    
    
    
    4,353Commitments and contingencies (Note 10)Members capital
    
    
    399,125
    
    
    
    314,374Total liabilities and members capital
    
    $
    433,191
    
    
    $
    335,687
  140




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WAMSUTTER LLC
STATEMENTS OF INCOME
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)Revenues:Product sales:Affiliate
    
    $
    95,734
    
    
    $
    134,776
    
    
    $
    93,744Third-party
    
    
    15,348
    
    
    
    27,384
    
    
    
    7,447Gathering and processing services
    
    
    79,523
    
    
    
    68,670
    
    
    
    67,904Other revenues
    
    
    5,282
    
    
    
    8,704
    
    
    
    6,214Total revenues
    
    
    195,887
    
    
    
    239,534
    
    
    
    175,309Costs and expenses:Product cost:Affiliate
    
    
    33,928
    
    
    
    63,064
    
    
    
    34,973Third-party
    
    
    18,372
    
    
    
    15,745
    
    
    
    11,066Operating and maintenance expense:Affiliate
    
    
    2,749
    
    
    
    (1,513
    )
    
    
    36Third-party
    
    
    17,778
    
    
    
    22,486
    
    
    
    18,221Depreciation and accretion
    
    
    22,235
    
    
    
    21,182
    
    
    
    18,424General and administrative expense:Affiliate
    
    
    14,801
    
    
    
    12,837
    
    
    
    11,825Third-party
    
    
    406
    
    
    
    670
    
    
    
    798Taxes other than income
    
    
    2,014
    
    
    
    1,868
    
    
    
    1,637Other (income) expense  net
    
    
    (448
    )
    
    
    (569
    )
    
    
    944Total costs and expenses
    
    
    111,835
    
    
    
    135,770
    
    
    
    97,924Net income
    
    $
    84,052
    
    
    $
    103,764
    
    
    $
    77,385
  141




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WAMSUTTER LLC
STATEMENT OF MEMBERS CAPITAL
 Class C*Predecessor
    
    
    WilliamsOwners
    
    
    Partners
    
    
    Williams
    
    
    
    
    
    
    WilliamsEquity
    
    
    Class A
    
    
    Class B
    
    
    Williams
    
    
    Partners
    
    
    Total(In thousands)Balance  December 31, 2006
    
    $
    263,245
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    263,245Net income through November 30, 2007
    
    
    70,023
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,023Distributions
    
    
    (55,006
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,006
    )278,262
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    278,262Conversion of predecessor owners equity to
member capital
    
    
    (278,262
    )
    
    
    276,262
    
    
    
    
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    Net income  December 2007
    
    
    
    
    
    
    7,362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,362Capital contributions
    
    
    
    
    
    
    
    
    
    
    1,088
    
    
    
    
    
    
    
    
    
    
    
    1,088Balance  December 31, 2007
    
    
    
    
    
    
    283,624
    
    
    
    1,088
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    286,712Net income  2008
    
    
    
    
    
    
    73,312
    
    
    
    
    
    
    
    15,226
    
    
    
    15,226
    
    
    
    103,764Capital contributions
    
    
    
    
    
    
    3,658
    
    
    
    31,240
    
    
    
    
    
    
    
    
    
    
    
    34,898Transition support contribution (distribution)
    
    
    
    
    
    
    (7,614
    )
    
    
    7,614
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    
    
    
    
    (72,050
    )
    
    
    
    
    
    
    (19,475
    )
    
    
    (19,475
    )
    
    
    (111,000
    )Balance  December 31, 2008
    
    
    
    
    
    
    280,930
    
    
    
    39,942
    
    
    
    (3,249
    )
    
    
    (3,249
    )
    
    
    314,374Net income  2009
    
    
    
    
    
    
    84,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84,052Capital contributions
    
    
    
    
    
    
    1,011
    
    
    
    84,688
    
    
    
    
    
    
    
    
    
    
    
    85,699Transition support contribution (distribution)
    
    
    
    
    
    
    (9,718
    )
    
    
    9,718
    
    
    
    
    
    
    
    
    
    
    
    Distributions
    
    
    
    
    
    
    (70,750
    )
    
    
    
    
    
    
    (4,496
    )
    
    
    (9,754
    )
    
    
    (85,000
    )Class C units issued
    
    
    
    
    
    
    (4,621
    )
    
    
    (1,439
    )
    
    
    1,439
    
    
    
    4,621
    
    
    
    Balance  December 31, 2009
    
    $
    
    
    
    $
    280,904
    
    
    $
    132,909
    
    
    $
    (6,306
    )
    
    $
    (8,382
    )
    
    $
    399,125
 
 *
    
    Williams Partners and Williams held 108.45 and 48.79 Class C units,
respectively, as of December 31, 2009.  142




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WAMSUTTER LLC
 STATEMENTS OF CASH FLOWS
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)OPERATING ACTIVITIES:Net income
    
    $
    84,052
    
    
    $
    103,764
    
    
    $
    77,385Adjustments to reconcile to cash provided by operations:Depreciation and accretion
    
    
    22,235
    
    
    
    21,182
    
    
    
    18,424Provision for loss on property plant & equipment
    
    
    
    
    
    
    
    
    
    
    1,392Cash provided (used) by changes in current assets and liabilities:Accounts receivable
    
    
    (1,230
    )
    
    
    7,334
    
    
    
    (16,655
    )Other current assets
    
    
    (147
    )
    
    
    1,627
    
    
    
    (29
    )Accounts payable
    
    
    5,699
    
    
    
    (753
    )
    
    
    6,113Product imbalance
    
    
    (3,934
    )
    
    
    463
    
    
    
    (1,335
    )Accrued liabilities
    
    
    322
    
    
    
    115
    
    
    
    (662
    )Deferred revenue
    
    
    400
    
    
    
    335
    
    
    
    882Other, including changes in other noncurrent assets and liabilities
    
    
    (2,560
    )
    
    
    (426
    )
    
    
    26Net cash provided by operating activities
    
    
    104,837
    
    
    
    133,641
    
    
    
    85,541INVESTING ACTIVITIES:Property, plant and equipment:Capital expenditures
    
    
    (105,536
    )
    
    
    (57,539
    )
    
    
    (31,624
    )Net cash used by investing activities
    
    
    (105,536
    )
    
    
    (57,539
    )
    
    
    (31,624
    )FINANCING ACTIVITIES:Distributions
    
    
    (85,000
    )
    
    
    (111,000
    )
    
    
    (55,005
    )Capital contributions
    
    
    85,699
    
    
    
    34,898
    
    
    
    1,088Transition support payments received from Class B member
    
    
    9,718
    
    
    
    7,614
    
    
    
    Transition support payments distributed to Class A member
    
    
    (9,718
    )
    
    
    (7,614
    )
    
    
    Net cash provided (used) by financing activities
    
    
    699
    
    
    
    (76,102
    )
    
    
    (53,917
    )Increase in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents at beginning of year
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents at end of year
    
    $
    
    
    
    $
    
    
    
    $
    
  143




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WAMSUTTER LLC
 NOTES TO FINANCIAL STATEMENTS
 Note 1. Basis of Presentation
  Note 2. Description of Business
  Note 3. Summary of Significant Accounting Policies
 Basis of Presentation.
 Use of Estimates.
  Accounts Receivable.
 Product Imbalances.
 144




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Property, Plant and Equipment.
  Revenue Recognition.
 Income Taxes.
 Note 4. Related Party Transactions
    2009
    
    
    2008
    
    
    2007(In thousands)Operating and maintenance expense  Affiliate:Natural gas fuel purchases and system (gains) losses
    
    $
    (3,392
    )
    
    $
    (7,287
    )
    
    $
    (5,225
    )Salaries, benefits and other
    
    
    6,141
    
    
    
    5,774
    
    
    
    5,261$
    2,749
    
    
    $
    (1,513
    )
    
    $
    36
  145




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##### Table of Contents



Note 5. Property, Plant and Equipment
  EstimatedDecember 31,
    
    
    Depreciable2009
    
    
    2008
    
    
    Lives(In thousands)Land, rights of way and other
    
    $
    24,406
    
    
    $
    22,365
    
    
    0- 30 yearsGathering pipelines and related equipment
    
    
    349,681
    
    
    
    336,041
    
    
    10-30 yearsProcessing plants and related equipment
    
    
    55,275
    
    
    
    50,771
    
    
    30 yearsBuildings and related equipment
    
    
    11,594
    
    
    
    11,476
    
    
    3-30 yearsConstruction work in progress
    
    
    134,571
    
    
    
    42,326Total property, plant and equipment
    
    
    575,527
    
    
    
    462,979Accumulated depreciation
    
    
    167,098
    
    
    
    144,907Net property, plant and equipment
    
    $
    408,429
    
    
    $
    318,072
   2009
    
    
    2008(In thousands)Balance, January 1
    
    $
    1,656
    
    
    $
    221Liabilities incurred during the period
    
    
    86
    
    
    
    Accretion expense
    
    
    38
    
    
    
    15Estimate revisions
    
    
    112
    
    
    
    1,420Balance, December 31
    
    $
    1,892
    
    
    $
    1,656
 Note 6. Accrued Liabilities
  December 31,2009
    
    
    2008(In thousands)Taxes other than income
    
    $
    1,009
    
    
    $
    933Construction retainage
    
    
    8,766
    
    
    
    2,206Other
    
    
    510
    
    
    
    79$
    10,285
    
    
    $
    3,218
 146




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Note 7. Credit Facilities and Leasing Activities
   (In thousands)2010
    
    $
    1,2212011
    
    
    1502012
    
    
    602013 and thereafter
    
    
    8$
    1,439
  Note 8. Members Capital
 Governance.
 Distributions.
 
    
    First,an amount equal to $17.5 million per quarter to the holder of our Class A
membership interests;
    
    Second,an amount, if needed, to the holder of our Class A membership interests to
increase the distribution on our Class A membership interests in prior quarters of the
current distribution year to $17.5 million per quarter; and
    
    Third,5% of remaining available cash shall be distributed to the holder of our Class A
membership interests and 95% shall be distributed to the holders of our Class C units, on a
pro ratabasis.
  147




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Income Allocation.
 Contributions for Capital Expenditures.
 Limitations
of members liability.
 Liquidation preferences.
 Note 9. Major Customers and Concentrations of Credit Risk
   2009
    
    2008
    
    2007Customer A
    
    
    21
    %
    
    
    15
    %
    
    
    20
    %Customer B
    
    
    8
    
    
    
    7
    
    
    
    10Customer C
    
    
    7
    
    
    
    10
    
    
    
    4
 148




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Note 10. Commitments and Contingencies
 Will Price.
 Other.
 Summary.
 Note 11. Subsequent Event
   149




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Report of Independent Registered Public Accounting Firm
 
     
 150




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DISCOVERY PRODUCER SERVICES LLC
CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,074
    
    
    $
    42,052Trade accounts receivable:Affiliate
    
    
    12,399
    
    
    
    202Other
    
    
    8,665
    
    
    
    1,899Insurance receivable
    
    
    4,647
    
    
    
    3,373Prepaid insurance
    
    
    2,484
    
    
    
    2,700Other current assets
    
    
    1,185
    
    
    
    752Total current assets
    
    
    39,454
    
    
    
    50,978Restricted cash
    
    
    
    
    
    
    3,470Property, plant, and equipment, net
    
    
    364,932
    
    
    
    370,482Total assets
    
    $
    404,386
    
    
    $
    424,930LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable:Affiliate
    
    $
    1,986
    
    
    $
    3,125Other
    
    
    12,329
    
    
    
    34,779Accrued liabilities
    
    
    1,101
    
    
    
    5,714Other current liabilities
    
    
    1,292
    
    
    
    1,616Total current liabilities
    
    
    16,708
    
    
    
    45,234Asset retirement obligations
    
    
    23,325
    
    
    
    19,684Other noncurrent liabilities
    
    
    30
    
    
    
    87Members capital
    
    
    364,323
    
    
    
    359,925Total liabilities and members capital
    
    $
    404,386
    
    
    $
    424,930
  151




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DISCOVERY PRODUCER SERVICES LLC
CONSOLIDATED STATEMENTS OF INCOME
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)Revenues:Product sales:Affiliate
    
    $
    114,738
    
    
    $
    207,706
    
    
    $
    216,889Third-party
    
    
    66
    
    
    
    1,324
    
    
    
    5,251Gas and condensate transportation services:Affiliate
    
    
    485
    
    
    
    782
    
    
    
    979Third-party
    
    
    20,155
    
    
    
    13,308
    
    
    
    15,553Gathering and processing services:Affiliate
    
    
    131
    
    
    
    1,506
    
    
    
    3,092Third-party
    
    
    17,831
    
    
    
    12,709
    
    
    
    17,767Other revenues
    
    
    7,613
    
    
    
    3,913
    
    
    
    1,141Total revenues
    
    
    161,019
    
    
    
    241,248
    
    
    
    260,672Costs and expenses:Product cost and shrink replacement:Affiliate
    
    
    20,235
    
    
    
    83,576
    
    
    
    93,722Third-party
    
    
    52,271
    
    
    
    63,422
    
    
    
    61,982Operating and maintenance expenses:Affiliate
    
    
    9,580
    
    
    
    8,836
    
    
    
    5,579Third-party
    
    
    13,865
    
    
    
    27,834
    
    
    
    23,409Depreciation and accretion
    
    
    18,751
    
    
    
    21,324
    
    
    
    25,952Taxes other than income
    
    
    3,263
    
    
    
    1,439
    
    
    
    1,330General and administrative expenses  affiliate
    
    
    6,000
    
    
    
    4,500
    
    
    
    2,280Other (income) expense, net
    
    
    10
    
    
    
    (3,511
    )
    
    
    534Total costs and expenses
    
    
    123,975
    
    
    
    207,420
    
    
    
    214,788Operating income
    
    
    37,044
    
    
    
    33,828
    
    
    
    45,884Interest income
    
    
    31
    
    
    
    650
    
    
    
    1,799Foreign exchange gain (loss)
    
    
    (168
    )
    
    
    (78
    )
    
    
    388Net income
    
    $
    36,907
    
    
    $
    34,400
    
    
    $
    48,071
  152




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DISCOVERY PRODUCER SERVICES LLC
CONSOLIDATED STATEMENT OF MEMBERS CAPITAL
 WilliamsPartners
    
    
    DCP AssetsWilliams
    
    
    Operating
    
    
    Holding,Energy, L.L.C.
    
    
    LLC
    
    
    LP
    
    
    TotalBalance at December 31, 2006
    
    $
    83,825
    
    
    $
    167,765
    
    
    $
    162,040
    
    
    $
    413,630Contributions
    
    
    
    
    
    
    
    
    
    
    3,920
    
    
    
    3,920Distributions
    
    
    (7,233
    )
    
    
    (28,270
    )
    
    
    (23,669
    )
    
    
    (59,172
    )Net income
    
    
    2,602
    
    
    
    26,241
    
    
    
    19,228
    
    
    
    48,071Sale of Williams Energy,
L.L.C.s 20% interest to
Williams Partners Operating LLC
    
    
    (79,194
    )
    
    
    79,194
    
    
    
    
    
    
    
    Balance at December 31, 2007
    
    
    
    
    
    
    244,930
    
    
    
    161,519
    
    
    
    406,449Contributions
    
    
    
    
    
    
    5,700
    
    
    
    7,376
    
    
    
    13,076Distributions
    
    
    
    
    
    
    (56,400
    )
    
    
    (37,600
    )
    
    
    (94,000
    )Net income
    
    
    
    
    
    
    20,641
    
    
    
    13,759
    
    
    
    34,400Balance at December 31, 2008
    
    
    
    
    
    
    214,871
    
    
    
    145,054
    
    
    
    359,925Contributions
    
    
    
    
    
    
    13,166
    
    
    
    6,967
    
    
    
    20,133Distributions
    
    
    
    
    
    
    (30,747
    )
    
    
    (20,498
    )
    
    
    (51,245
    )Special Distribution of Interest
Earned on Tahiti Escrow Account
to Williams Partners Operating
LLC
    
    
    
    
    
    
    (1,397
    )
    
    
    
    
    
    
    (1,397
    )Net income
    
    
    
    
    
    
    22,703
    
    
    
    14,204
    
    
    
    36,907Balance at December 31, 2009
    
    $
    
    
    
    $
    218,596
    
    
    $
    145,727
    
    
    $
    364,323
  153




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DISCOVERY PRODUCER SERVICES LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)OPERATING ACTIVITIES:Net income
    
    $
    36,907
    
    
    $
    34,400
    
    
    $
    48,071Adjustments to reconcile to cash provided by operations:Depreciation and accretion
    
    
    18,751
    
    
    
    21,324
    
    
    
    25,952Net loss on disposal of equipment
    
    
    
    
    
    
    175
    
    
    
    603Cash provided (used) by changes in assets and liabilities:Trade accounts receivable
    
    
    (18,963
    )
    
    
    26,213
    
    
    
    (9,389
    )Insurance receivable
    
    
    (1,274
    )
    
    
    2,319
    
    
    
    6,931Prepaid insurance
    
    
    216
    
    
    
    (267
    )
    
    
    1,004Other current assets
    
    
    (433
    )
    
    
    2,335
    
    
    
    (1,713
    )Accounts payable
    
    
    (14,124
    )
    
    
    5,932
    
    
    
    (7,540
    )Accrued liabilities
    
    
    (4,613
    )
    
    
    (725
    )
    
    
    1,320Cash-out deferred revenue
    
    
    (10
    )
    
    
    75
    
    
    
    (249
    )Other current liabilities
    
    
    (373
    )
    
    
    (127
    )
    
    
    (2,898
    )Net cash provided by operating activities
    
    
    16,084
    
    
    
    91,654
    
    
    
    62,092INVESTING ACTIVITIES:Decrease in restricted cash
    
    
    3,470
    
    
    
    2,752
    
    
    
    22,551Property, plant, and equipment:Capital expenditures
    
    
    (19,023
    )
    
    
    (9,939
    )
    
    
    (29,114
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    649Net cash used by investing activities
    
    
    (15,553
    )
    
    
    (7,187
    )
    
    
    (5,914
    )FINANCING ACTIVITIES:Distributions to members
    
    
    (52,642
    )
    
    
    (94,000
    )
    
    
    (59,172
    )Capital contributions
    
    
    20,133
    
    
    
    13,076
    
    
    
    3,920Net cash used by financing activities
    
    
    (32,509
    )
    
    
    (80,924
    )
    
    
    (55,252
    )Increase (decrease) in cash and cash equivalents
    
    
    (31,978
    )
    
    
    3,543
    
    
    
    926Cash and cash equivalents at beginning of period
    
    
    42,052
    
    
    
    38,509
    
    
    
    37,583Cash and cash equivalents at end of period
    
    $
    10,074
    
    
    $
    42,052
    
    
    $
    38,509
  154




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##### Table of Contents



DISCOVERY PRODUCER SERVICES LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization and Description of Business
     Note 2. Summary of Significant Accounting Policies
 Basis of Presentation.
 Use of Estimates.
  Cash and Cash Equivalents.
 Trade Accounts Receivable.
 Insurance Receivable.
 Prepaid Insurance
 155




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##### Table of Contents



Gas Imbalances.
 Restricted Cash.
 Property, Plant and Equipment.
  Revenue Recognition.
 Impairment of Long-Lived Assets.
 Income Taxes.
 Foreign Currency Transactions.
 Note 3. Related Party Transactions
  156




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##### Table of Contents




    
    sales to Williams of NGLs to which we take title and excess gas at current market prices
for the products and
    
    processing and sales of natural gas liquids and transportation of gas and condensate for
DCPs affiliates, Texas Eastern Corporation and ConocoPhillips Company.
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)Williams
    
    $
    114,869
    
    
    $
    207,782
    
    
    $
    217,012Texas Eastern Corporation
    
    
    190
    
    
    
    1,953
    
    
    
    3,912ConocoPhillips
    
    
    295
    
    
    
    259
    
    
    
    36Total
    
    $
    115,354
    
    
    $
    209,994
    
    
    $
    220,960
  
    
    direct payroll and employee benefit costs incurred on our behalf by Williams, and
    
    rental expense under a 10-year leasing agreement for pipeline capacity through 2015 from
Texas Eastern Transmission, LP (an affiliate of DCP)
    Years Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands)Capitalized labor
    
    $
    280
    
    
    $
    317
    
    
    $
    222Capitalized project fee
    
    
    312
    
    
    
    375
    
    
    
    651$
    592
    
    
    $
    692
    
    
    $
    873
 Note 4. Property, Plant, and Equipment
  EstimatedYears Ended December 31,
    
    
    Depreciable2009
    
    
    2008
    
    
    Lives(In thousands)Property, plant, and equipment:Construction work in progress
    
    $
    5,256
    
    
    $
    76,302Buildings
    
    
    5,055
    
    
    
    5,054
    
    
    25  35 yearsLand and land rights
    
    
    5,556
    
    
    
    5,575
    
    
    0  35 yearsTransportation lines
    
    
    320,956
    
    
    
    305,172
    
    
    25  35 yearsPlant and other equipment
    
    
    283,001
    
    
    
    216,189
    
    
    25  35 yearsTotal property, plant, and equipment
    
    
    619,824
    
    
    
    608,292Less accumulated depreciation
    
    
    254,892
    
    
    
    237,810Net property, plant, and equipment
    
    $
    364,932
    
    
    $
    370,482
 157




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008(In thousands)Balance at January 1
    
    $
    19,684
    
    
    $
    12,118Accretion expense
    
    
    1,669
    
    
    
    1,082Estimate revisions
    
    
    396
    
    
    
    3,327Liabilities incurred
    
    
    1,576
    
    
    
    3,157Balance at December 31
    
    $
    23,325
    
    
    $
    19,684
 Note 5. Leasing Activities
  (In thousands)2010
    
    $
    1,2412011
    
    
    1,2412012
    
    
    1,2452013
    
    
    1,2452014
    
    
    1,245Thereafter
    
    
    759$
    6,976
  Note 6. Financial Instruments, Concentrations of Credit Risk and Major Customers
 Financial Instruments Fair Value
  Cash and cash equivalents.
 Restricted cash.
 2009
    
    2008Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    Value(In thousands)Cash and cash equivalents
    
    $
    10,074
    
    
    $
    10,074
    
    
    $
    42,052
    
    
    $
    42,052Restricted cash
    
    
    
    
    
    
    
    
    
    
    3,470
    
    
    
    3,470
 158




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##### Table of Contents



Concentrations of Credit Risk
   Major Customers
  Note 7. Rate and Regulatory Matters
 Rate and Regulatory Matters.
    Environmental Matters.
 Other.
 159




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##### Table of Contents



160




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##### Table of Contents



SIGNATURES
  Williams Partners L.P.
(Registrant)By:
    Williams Partners GP LLC,its general partnerBy:
    /s/  Ted T. TimmermansTed T. TimmermansController (Duly Authorized Officer and Principal
Accounting Officer)   Signature
    
    Title
    
    Date/s/ STEVEN J. MALCOLM
    
    President, Chief Executive Officer and
    
    February 25, 2010Steven J. Malcolm
    
    Chairman of the Board (Principal Executive Officer)/s/ DONALD R. CHAPPEL
    
    Chief Financial Officer and DirectorDonald R. Chappel
    
    (Principal Financial Officer)
    
    February 25, 2010/s/ TED T. TIMMERMANS
    
    Chief Accounting Officer and Controller
    
    February 25, 2010Ted T. Timmermans
    
    (Principal Accounting Officer)/s/ ALAN S. ARMSTRONG*
    
    Director
    
    February 25, 2010Alan S. Armstrong/s/ BILL Z. PARKER*
    
    Director
    
    February 25, 2010Bill Z. Parker/s/ ALICE M. PETERSON*
    
    Director
    
    February 25, 2010Alice M. Peterson/s/ H. MICHAEL KRIMBILL*
    
    Director
    
    February 25, 2010H. Michael Krimbill/s/ PHILLIP D. WRIGHT*
    
    Director
    
    February 25, 2010Phillip D. Wright*By:
    
    /s/ WILLIAM H. GAULTWilliam H. GaultAttorney-in-fact
    
    
    
    February 25, 2010
 161




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    
    
    Description§Exhibit 2.1
    
    
    
    Purchase and Sale Agreement, dated April 6, 2006, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on April 7, 2006 as Exhibit 2.1 to Williams Partners
L.P.s current report on Form 8-K (File No.001-32599)) and incorporated herein by
reference.§Exhibit 2.2
    
    
    
    Purchase and Sale Agreement, dated November 16, 2006, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on November 21, 2006 as Exhibit 2.1 to Williams
Partners L.P.s current report on Form 8-K (File No.001-32599)) and incorporated
herein by reference.§Exhibit 2.3
    
    
    
    Purchase and Sale Agreement, dated June 20, 2007, by and among Williams Energy,
L.L.C., Williams Energy Services, LLC and Williams Partners Operating LLC (filed
on June 25, 2007 as Exhibit 2.1 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599)) and incorporated herein by reference.§Exhibit 2.4
    
    
    
    Purchase and Sale Agreement, dated November 30, 2007, by and among Williams Energy
Services, LLC, Williams Field Services Group, LLC, Williams Field Services
Company, LLC, Williams Partners GP LLC, Williams Partners L.P. and Williams
Partners Operating LLC (filed on December 3, 2007 as Exhibit 2.1 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 2.5
    
    
    
    Contribution Agreement, dated as of January 15, 2010, by and among Williams Energy
Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline
Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., Williams
Partners Operating LLC and, for a limited purpose, The Williams Companies, Inc,
including exhibits thereto (filed on January 19, 2010 as Exhibit 10.1 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 3.1
    
    
    
    Certificate of Limited Partnership of Williams Partners L.P. (filed on May 2, 2005
as Exhibit 3.1 to Williams Partners L.P.s registration statement on Form S-1
(File No. 333-124517)) and incorporated herein by reference.Exhibit 3.2
    
    
    
    Certificate of Formation of Williams Partners GP LLC (filed on May 2, 2005 as
Exhibit 3.3 to Williams Partners L.P.s registration statement on Form S-1 (File
No. 333-124517)) and incorporated herein by reference.*Exhibit 3.3
    
    
    
    Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
(including form of common unit certificate), as amended by Amendments Nos. 1, 2,
3, 4, 5, and 6.Exhibit 3.4
    
    
    
    Amended and Restated Limited Liability Company Agreement of Williams Partners GP
LLC (filed on August 26, 2005 as Exhibit 3.2 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 4.1
    
    
    
    Indenture, dated June 20, 2006, by and among Williams Partners L.P., Williams
Partners Finance Corporation and JPMorgan Chase Bank, N.A. (filed on June 20, 2006
as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.Exhibit 4.2
    
    
    
    Form of 7 1/2% Senior Note due 2011 (filed on June 20, 2006 as Exhibit 1 to Rule
144A/Regulation S Appendix of Exhibit 4.1 attached to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.3
    
    
    
    Certificate of Incorporation of Williams Partners Finance Corporation (filed on
September 22, 2006 as Exhibit 4.5 to Williams Partners L.P.s registration
statement on Form S-3 (File No. 333-137562)) and incorporated herein by reference.Exhibit 4.4
    
    
    
    Bylaws of Williams Partners Finance Corporation (filed on September 22, 2006 as
Exhibit 4.6 to Williams Partners L.P.s registration statement on Form S-3 (File
No. 333-137562)) and incorporated herein by reference.Exhibit 4.5
    
    
    
    Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams
Partners Finance Corporation and The Bank of New York (filed on December 19, 2006
as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.
 162




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##### Table of Contents



ExhibitNumber
    
    
    
    DescriptionExhibit 4.6
    
    
    
    Form of 7 1/4% Senior Note due 2017 (filed on December 19, 2006 as Exhibit 1 to Rule
144A/Regulation S Appendix of Exhibit 4.1 attached to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.7
    
    
    
    Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The
Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit
4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 4.8
    
    
    
    Registration Rights Agreement, dated as of February 9, 2010, among Williams
Partners L.P. and Barclays Capital Inc. and Citigroup Global Markets Inc., each
acting on behalf of themselves and the initial purchasers listed on Schedule I
thereto (filed on February 10, 2010 as Exhibit 10.1 to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.Exhibit 4.9
    
    
    
    Limited Call Right Forbearance Agreement, dated as of February 17, 2010, by and
between Williams Partners L.P. and Williams Partners GP LLC (filed on February 22,
2010 as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599)) and incorporated herein by reference.Exhibit 4.10
    
    
    
    Senior Indenture, dated as of November 30, 1995, between Northwest Pipeline
Corporation and Chemical Bank, Trustee with regard to Northwest Pipelines 7.125%
Debentures, due 2025 (filed September 14, 1995 as Exhibit 4.1 to Northwest
Pipeline Corporations Form S-3 (File No. 033-62639)) and incorporated herein by
reference.Exhibit 4.11
    
    
    
    Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and
JPMorgan Chase Bank, N.A., as Trustee, with regard to Northwest Pipelines $175
million aggregate principal amount of 7.00% Senior Notes due 2016 (filed on June
23, 2006 as Exhibit 4.1 to Northwest Pipeline Corporations Form 8-K (File. No.
001-07414) and incorporated herein by reference.Exhibit 4.12
    
    
    
    Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and
The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline
Corporations Form 8-K (File No. 001-07414)) and incorporated herein by reference.Exhibit 4.13
    
    
    
    Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New
York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to
Northwest Pipeline GPs Form 8-K File No. 001-07414)) and incorporated herein by
reference.Exhibit 4.14
    
    
    
    Registration Rights Agreement, dated as of May 23, 2008, among Northwest Pipeline
GP and Banc of America Securities, LLC, BNP Paribas Securities Corp, and Greenwich
Capital Markets, Inc., acting on behalf of themselves and the several initial
purchasers listed on Schedule I thereto (filed on May 23, 2008 as Exhibit 10.1 to
Northwest Pipeline GPs Form 8-K (File No. 001-07414)) and incorporated herein by
reference.Exhibit 4.15
    
    
    
    Senior Indenture, dated as of July 15, 1996 between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1
to Transcontinental Gas Pipe Line Corporations Form S-3 (File No. 333-02155)) and
incorporated herein by reference.Exhibit 4.16
    
    
    
    Senior Indenture, dated as of January 16, 1998, between Transcontinental Gas Pipe
Line Corporation and Citibank, N.A., as Trustee (filed on September 8, 1997 as
Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form S-3 (File No.
333-27311)) and incorporated herein by reference.Exhibit 4.17
    
    
    
    Indenture, dated as of August 27, 2001, between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed on November 8, 2001 as Exhibit
4.1 to Transcontinental Gas Pipe Line Corporations Form S-4 (File No. 333-72982))
and incorporated herein by reference.Exhibit 4.18
    
    
    
    Indenture, dated as of July 3, 2002, between Transcontinental Gas Pipe Line
Corporation and Citibank, N.A., as Trustee (filed August 14, 2002 as Exhibit 4.1
to The Williams Companies Inc.s Form 10-Q (File No. 001-07584)) and incorporated
herein by reference.Exhibit 4.19
    
    
    
    Indenture, dated December 17, 2004, between Transcontinental Gas Pipe Line
Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on December 21, 2004
as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form 8-K (File No.
001-07584)) and incorporated herein by reference.Exhibit 4.20
    
    
    
    Indenture, dated as of April 11, 2006, between Transcontinental Gas Pipe Line
Corporation and JPMorgan Chase Bank, N.A., as Trustee with regard to
Transcontinental Gas Pipe Lines $200 million aggregate principal amount of 6.4%
Senior Note due 2016 (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental
Gas Pipe Line Corporations Form 8-K (File No. 001-07584)) and incorporated herein
by reference.Exhibit 4.21
    
    
    
    Indenture, dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation
and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as
Exhibit 4.1 to Transcontinental Gas Pipe Line Corporations Form 8-K (File No.
001-07584)) and incorporated herein by reference.
 163




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##### Table of Contents



ExhibitNumber
    
    
    
    DescriptionExhibit 4.22
    
    
    
    Registration Rights Agreement, dated as of May 22, 2008, among Transcontinental
Gas Pipe Line Corporation and Banc of America Securities LLC, Greenwich Capital
Markets, Inc., and J. P. Morgan Securities Inc., acting on behalf of themselves
and the several initial purchasers listed on Schedule I thereto (filed on May 23,
2008 as Exhibit 10.1 to Transcontinental Gas Pipe Line Corporations Form 8-K
(File No. 001-07584)) and incorporated herein by reference.Exhibit 10.1
    
    
    
    Credit Agreement, dated as of December 11, 2007, by and among Williams Partners
L.P., the lenders party hereto, Citibank, N.A., as Administrative Agent and
Issuing Bank, and The Bank of Nova Scotia, as Swingline Lender (filed on December
17, 2007 as Exhibit 10.5 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599)) and incorporated herein by reference.Exhibit 10.2
    
    
    
    Omnibus Agreement, among Williams Partners L.P., Williams Energy Services, LLC,
Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams Discovery
Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC and (for
purposes of Articles V and VI thereof only) The Williams Companies, Inc. (filed on
August 26, 2005 as Exhibit 10.1 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.3
    
    
    
    Amendment No. 1 to Omnibus Agreement among Williams Partners L.P., Williams Energy
Services, LLC, Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams
Discovery Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC
and (for purposes of Articles V and VI thereof only) The Williams Companies, Inc.
(filed on April 20, 2009 as Exhibit 10.1 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.4
    
    
    
    Omnibus Agreement, dated as of February 17, 2010, by and between The Williams
Companies, Inc. and Williams Partners L.P. (filed on February 22, 2010 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.5
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated August 23, 2005, by and
among Williams Partners L.P., Williams Energy, L.L.C., Williams Partners GP LLC,
Williams Partners Operating LLC, Williams Energy Services, LLC, Williams Discovery
Pipeline LLC, Williams Partners Holdings LLC and Williams Natural Gas Liquids,
Inc. (filed on August 26, 2005 as Exhibit 10.3 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.6
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated June 20, 2006, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on June 20, 2006 as Exhibit 10.1
to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.7
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated June 20, 2006, by and
among Williams Field Services Company, LLC and Williams Four Corners LLC (filed on
June 20, 2006 as Exhibit 10.4 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599) and incorporated herein by reference.Exhibit 10.8
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated December 13, 2006, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on December 19, 2006 as Exhibit
10.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.9
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated December 11, 2007, by and
among Williams Energy Services, LLC, Williams Field Services Company, LLC,
Williams Field Services Group, LLC, Williams Partners GP LLC, Williams Partners
L.P. and Williams Partners Operating LLC (filed on December 17, 2007 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.10
    
    
    
    Conveyance, Contribution and Assumption Agreement, dated as of February 17, 2010,
by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC,
WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams
Partners L.P. and Williams Partners Operating LLC (filed on February 22, 2010 as
Exhibit 10.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.Exhibit 10.11
    
    
    
    Assignment Agreement, dated December 11, 2007, by and between Williams Field
Services Company, LLC and Wamsutter LLC (filed on December 17, 2007 as Exhibit
10.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.
 164




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##### Table of Contents



ExhibitNumber
    
    
    
    DescriptionExhibit 10.12
    
    
    
    Third Amended and Restated Limited Liability Company Agreement for Discovery
Producer Services LLC (filed on June 24, 2005 as Exhibit 10.7 to Amendment No. 1
to Williams Partners L.P.s registration statement on Form S-1 (File No.
333-124517)) and incorporated herein by reference.Exhibit 10.13
    
    
    
    Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement
for Discovery Producer Services LLC (filed on August 8, 2006 as Exhibit 10.6 to
Williams Partners L.P.s quarterly report on Form 10-Q (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.14
    
    
    
    Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement
for Discovery Producer Services LLC (filed on August 6, 2009 as Exhibit 10.3 to
Williams Partners L.P.s quarterly report on Form 10-Q (File No. 001-32599)) and
incorporated herein by reference.Exhibit 10.15
    
    
    
    Amended and Restated Limited Liability Company Agreement of Wamsutter LLC, dated
December 1, 2007, by and between Williams Field Services Company, LLC and Williams
Partners Operating LLC (filed on December 17, 2007 as Exhibit 10.3 to Williams
Partners L.P.s current report on Form 8-K (File No. 001-32599)) and incorporated
herein by reference.Exhibit 10.16
    
    
    
    Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of
Wamsutter LLC, dated as of February 17, 2010, by and between Williams Field
Services Company, LLC and Williams Partners Operating LLC (filed on February 22,
2010 as Exhibit 10.4 to Williams Partners L.P.s current report on Form 8-K (File
No. 001-32599)) and incorporated herein by reference.#Exhibit 10.17
    
    
    
    Williams Partners GP LLC Long-Term Incentive Plan (filed on August 26, 2005 as
Exhibit 10.2 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599)) and incorporated herein by reference.#Exhibit 10.18
    
    
    
    Amendment to the Williams Partners GP LLC Long-Term Incentive Plan, dated November
28, 2006 (filed on December 4, 2006 as Exhibit 10.1 to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599)) and incorporated herein by
reference.#Exhibit 10.19
    
    
    
    Amendment No. 2 to the Williams Partners GP LLC Long-Term Incentive Plan, dated
December 2, 2008 (filed on February 26, 2009, as Exhibit 10.4 to Williams Partners
L.P.s annual report on Form 10-K (File No. 001-32599)) and incorporated herein by
reference.#Exhibit 10.20
    
    
    
    Director Compensation Policy dated November 29, 2005, as revised May 28, 2009
(filed on August 6, 2009 as Exhibit 10.2 to Williams Partners L.P.s quarterly
report on Form 10-Q (File No. 001-32599)) and incorporated herein by reference.#Exhibit 10.21
    
    
    
    Form of Grant Agreement for Restricted Units (filed on December 1, 2005 as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599))
and incorporated herein by reference.Exhibit 10.22
    
    
    
    Administrative Services Agreement between Northwest Pipeline Services LLC and
Northwest Pipeline GP, dated October 1, 2007 (filed on January 30, 2008 as Exhibit
10.1 to Williams Pipeline Partners L.P.s Form 8-K (File No. 001-33917) and
incorporated herein by reference).Exhibit 10.23
    
    
    
    Administrative Services Agreement, dated as of February 17, 2010, by and between
Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC
(filed on February 22, 2010 as Exhibit 10.3 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.Exhibit 10.24
    
    
    
    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 on
February 22, 2010 as Exhibit 10.5 to Williams Partners L.P.s current report on
Form 8-K (File No. 001-32599)) and incorporated herein by reference.*Exhibit 12
    
    
    
    Computation of Ratio of Earnings to Fixed Charges*Exhibit 21
    
    
    
    List of subsidiaries of Williams Partners L.P.*Exhibit 23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.*Exhibit 23.2
    
    
    
    Consent of Independent Auditors, Ernst & Young LLP.*Exhibit 24
    
    
    
    Power of attorney.*Exhibit 31.1
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*Exhibit 31.2
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*Exhibit 32
    
    
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 165




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##### Table of Contents



*
    
    Filed herewith.§
    
    Pursuant to item 601(b) (2) of Regulation S-K, the registrant agrees
to furnish supplementally a copy of any omitted exhibit or schedule to
the SEC upon request.#
    
    Management contract or compensatory plan or arrangement. 166