UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-32599
 WILLIAMS PARTNERS L.P.
  DELAWARE
    
    20-2485124(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)ONE WILLIAMS CENTERTULSA, OKLAHOMA
    
    74172-0172(Address of Principal Executive Offices)
    
    (Zip Code)
  (Registrants Telephone Number, Including Area Code)
  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
 o o
  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




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##### 



Williams Partners L.P.
Index
 PagePart I. Financial InformationItem 1. Financial StatementsConsolidated Statement of Income  Three Months Ended March 31, 2010 and 2009
    
    
    3Consolidated Balance Sheet  March 31, 2010 and December 31, 2009
    
    
    4Consolidated Statement of Changes in Equity  Three Months ended March 31, 2010
    
    
    5Consolidated Statement of Cash Flows  Three Months ended March 31, 2010 and 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35Part II. Other Information
    
    
    35Item 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    36Item 6. Exhibits
    
    
    37
   
    
    Amounts and nature of future capital expenditures;
    
    Expansion and growth of our business and operations;
    
    Financial condition and liquidity;
    
    Business strategy;
    
    Cash flow from operations or results of operations;
    
    The levels of cash distributions to unitholders;
    
    Seasonality of certain business segments;
    
    Natural gas and natural gas liquids prices and demand.
  1




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##### 




    
    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 allocated costs for defined benefit pension plans and other postretirement benefit
plans sponsored by our affiliates;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Our exposure to the credit 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 Securities and Exchange Commission (SEC).
    2




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##### 



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 Williams Partners L.P.
 
 Consolidated Statement of Income
(Unaudited)
 Three months ended March 31,2010
    
    
    2009*(Millions, except per-unitamounts)Revenues:Gas Pipeline
    
    $
    407
    
    
    $
    401Midstream Gas & Liquids
    
    
    1,051
    
    
    
    558Intercompany eliminations
    
    
    
    
    
    
    (2
    )Total revenues
    
    
    1,458
    
    
    
    957Segment costs and expenses:Costs and operating expenses
    
    
    1,014
    
    
    
    643Selling,
general and administrative expenses
    
    
    59
    
    
    
    70Other income  net
    
    
    (3
    )
    
    
    (3
    )Segment costs and expenses
    
    
    1,070
    
    
    
    710General corporate expenses
    
    
    34
    
    
    
    25Operating income:Gas Pipeline
    
    
    160
    
    
    
    164Midstream Gas & Liquids
    
    
    228
    
    
    
    83General corporate expenses
    
    
    (34
    )
    
    
    (25
    )Total operating income
    
    
    354
    
    
    
    222Equity earnings
    
    
    26
    
    
    
    5Interest accrued  third-party
    
    
    (81
    )
    
    
    (51
    )Interest accrued  affiliate
    
    
    
    
    
    
    (14
    )Interest capitalized
    
    
    12
    
    
    
    14Interest income  third-party
    
    
    
    
    
    
    1Interest income  affiliate
    
    
    3
    
    
    
    4Other income (expense)  net
    
    
    (1
    )
    
    
    3Income before income taxes
    
    
    313
    
    
    
    184Provision for income taxes
    
    
    
    
    
    
    1Net income
    
    
    313
    
    
    
    183Less: Net income attributable to noncontrolling interests
    
    
    6
    
    
    
    7Net income attributable to controlling interests
    
    $
    307
    
    
    $
    176Allocation of net income for calculation of earnings per common unit:Net income attributable to controlling interests
    
    $
    307
    
    
    $
    176Allocation of net income to general partner and Class C units
    
    
    275
    
    
    
    157Allocation of net income to common units
    
    $
    32
    
    
    $
    19Basic and diluted net income per common  unit:Common units
    
    $
    0.61
    
    
    $
    0.36Weighted average number of common units outstanding
    
    
    52,777,452
    
    
    
    52,777,452
 
 *
    
    Recast as discussed in Note 1.  3




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##### 



Williams Partners L.P.
 
 Consolidated Balance Sheet
(Unaudited)
 March 31, 2010
    
    
    December 31,2009*(Millions)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    128
    
    
    $
    153Accounts receivable:Trade
    
    
    372
    
    
    
    381Affiliate
    
    
    148
    
    
    
    6Inventories
    
    
    149
    
    
    
    129Regulatory assets
    
    
    71
    
    
    
    77Other current assets
    
    
    64
    
    
    
    75Total current assets
    
    
    932
    
    
    
    821Investments
    
    
    594
    
    
    
    593Gross property, plant and equipment
    
    
    15,500
    
    
    
    15,416Less accumulated depreciation
    
    
    (5,296
    )
    
    
    (5,191
    )Property, plant and equipment  net
    
    
    10,204
    
    
    
    10,225Regulatory assets, deferred charges and other
    
    
    406
    
    
    
    345Total assets
    
    $
    12,136
    
    
    $
    11,984LIABILITIES AND EQUITYCurrent liabilities:Accounts payable:Trade
    
    $
    344
    
    
    $
    356Affiliate
    
    
    127
    
    
    
    80Accrued liabilities
    
    
    235
    
    
    
    185Long-term debt due within one year
    
    
    9
    
    
    
    15Total current liabilities
    
    
    715
    
    
    
    636Long-term debt
    
    
    6,330
    
    
    
    2,981Asset retirement obligations
    
    
    476
    
    
    
    477Regulatory liabilities, deferred income and other
    
    
    266
    
    
    
    263Contingent liabilities and commitments (Note 7)Equity:Common units (52,777,452 units outstanding at March 31, 2010
and December 31, 2009)
    
    
    1,648
    
    
    
    1,631Class C units (203,000,000 units outstanding at March 31, 2010)
    
    
    3,683
    
    
    
    General partner
    
    
    (1,319
    )
    
    
    5,647Accumulated other comprehensive income (loss)
    
    
    (10
    )
    
    
    2Noncontrolling interests in consolidated subsidiaries
    
    
    347
    
    
    
    347Total equity
    
    
    4,349
    
    
    
    7,627Total liabilities and equity
    
    $
    12,136
    
    
    $
    11,984
 
 *
    
    Recast as discussed in Note 1.  4




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##### 



Williams Partners L.P.
 
 Consolidated Statement of Changes in Equity
(Unaudited)
 Williams Partners L.P.Limited PartnersAccumulated OtherGeneral
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    TotalCommon
    
    
    Class C
    
    
    Partner
    
    
    Income (Loss)
    
    
    Interests
    
    
    Equity(Millions)Balance  January 1, 2010
    
    $
    1,631
    
    
    $
    
    
    
    $
    5,647
    
    
    $
    2
    
    
    $
    347
    
    
    $
    7,627Comprehensive income:Net income
    
    
    50
    
    
    
    89
    
    
    
    168
    
    
    
    
    
    
    
    6
    
    
    
    313Other comprehensive loss:Net unrealized losses on cash flow
hedges, net of reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12
    )
    
    
    
    
    
    
    (12
    )Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    301Cash distributions
    
    
    (33
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (34
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    (6
    )Issuance of units (203,000,000 Class C
units)
    
    
    
    
    
    
    6,946
    
    
    
    (6,946
    )
    
    
    
    
    
    
    
    
    
    
    Distributions to The Williams Companies,
Inc.  net
    
    
    
    
    
    
    (3,352
    )
    
    
    (186
    )
    
    
    
    
    
    
    
    
    
    
    (3,538
    )Other
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Balance  March 31, 2010
    
    $
    1,648
    
    
    $
    3,683
    
    
    $
    (1,319
    )
    
    $
    (10
    )
    
    $
    347
    
    
    $
    4,349
  5




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##### 



Williams Partners L.P.
 
 Consolidated Statement of Cash Flows
(Unaudited)
 Three months ended March 31,2010
    
    
    2009*(Millions)OPERATING ACTIVITIES:Net income
    
    $
    313
    
    
    $
    183Adjustments to reconcile to net cash provided by operations:Depreciation and amortization
    
    
    134
    
    
    
    130Cash provided (used) by changes in current assets and liabilities:Accounts and notes receivable
    
    
    9
    
    
    
    (12
    )Inventories
    
    
    (20
    )
    
    
    1Other assets and deferred charges
    
    
    24
    
    
    
    (5
    )Accounts payable
    
    
    17
    
    
    
    (37
    )Accrued liabilities
    
    
    17
    
    
    
    (27
    )Affiliates  net
    
    
    49
    
    
    
    (10
    )Other, including changes in noncurrent assets and liabilities
    
    
    12
    
    
    
    31Net cash provided by operating activities
    
    
    555
    
    
    
    254FINANCING ACTIVITIES:Proceeds from long-term debt
    
    
    3,749
    
    
    
    Payments of long-term debt
    
    
    (407
    )
    
    
    Payment of debt issuance costs
    
    
    (60
    )
    
    
    Dividends paid to noncontrolling interests
    
    
    (6
    )
    
    
    (6
    )Distributions to limited partners and general partner
    
    
    (34
    )
    
    
    (42
    )Distributions to The Williams Companies, Inc  net
    
    
    (262
    )
    
    
    Other  net
    
    
    (17
    )
    
    
    (11
    )Net cash provided (used) by financing activities
    
    
    2,963
    
    
    
    (59
    )INVESTING ACTIVITIES:Purchase of Contributed Entities
    
    
    (3,420
    )
    
    
    Property, plant and equipment:Capital expenditures
    
    
    (122
    )
    
    
    (159
    )Net proceeds from dispositions
    
    
    6
    
    
    
    Changes in notes receivable from parent
    
    
    
    
    
    
    (71
    )Other  net
    
    
    (7
    )
    
    
    (6
    )Net cash used by investing activities
    
    
    (3,543
    )
    
    
    (236
    )Decrease in cash and cash equivalents
    
    
    (25
    )
    
    
    (41
    )Cash and cash equivalents at beginning of period
    
    
    153
    
    
    
    133Cash and cash equivalents at end of period
    
    $
    128
    
    
    $
    92
 
 *
    
    Recast as discussed in Note 1.  6




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##### 



Williams Partners L.P.
Notes to Consolidated Financial Statements
(Unaudited)
 Note 1. Organization, Basis of Presentation, and Description of Business
 Organization
     Basis of Presentation
   
    
    $3.5 billion in cash, less certain expenses incurred by us, which we financed by
issuing $3.5 billion of senior unsecured notes (see Note 3).
    
    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 on May 10, 2010. The Class C units have been
recorded at an amount equal to the carrying amount of the contributed assets and
liabilities less the cash consideration paid to Williams and the
increase in the capital account of our general partner.
The cash consideration will be reduced by approximately $144 million related to the net cash received in February
by Williams related to the contributed entities. At March 31, 2010, this receivable from Williams is reflected in
accounts receivable  affiliate in the Consolidated Balance
Sheet.
    
    An increase in the capital account of our general partner to allow it to maintain its 2
percent general partner interest.
 7




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##### 



Description of Business
    Note 2. Allocation of Net Income and Distributions
 Consolidated Statement of Changes in Equity
 Three months endedMarch 31, 2010(Millions)Allocation of net income to general partner:Net income
    
    $
    313Net income applicable to pre-partnership operations allocated to general partner
    
    
    (163
    )Net income applicable to noncontrolling interests
    
    
    (6
    )Net reimbursable costs charged directly to general partner
    
    
    (2
    )Income subject to 2% allocation of general partner interest
    
    
    142General partners share of net income
    
    
    2.0
    %General partners allocated share of net income before items directly allocable
to general partner interest
    
    
    3Incentive distributions paid to general partner*
    
    
    Charges allocated directly to general partner
    
    
    2Pre-partnership net income allocated to general partner interest
    
    
    163Net income allocated to general partner
    
    $
    168Net income
    
    $
    313Net income allocated to general partner
    
    
    168Net income allocated to Class C limited partners
    
    
    89Net income allocated to noncontrolling interests
    
    
    6Net income allocated to common limited partners
    
    $
    50
 
 *
    
    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. For the three months ended March 31, 2010, the net income allocated to the common units for purposes of
calculating net income per common unit was calculated based on an allocation of net income to the respective
ownership interests reflective of the cash each interest will receive in our May 14, 2010 cash distribution less each
interests share of the deficit amount between the May 14, 2010 cash distribution and the net income allocable to the
partnership. 8




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##### 



General PartnerIncentivePer Unit
    
    Common
    
    Class C
    
    
    
    
    
    Distribution
    
    Total CashPayment Date
    
    Distribution
    
    Units
    
    Units
    
    2%
    
    Rights
    
    Distribution2/13/2009
    
    $
    0.6350
    
    
    $
    33
    
    
    $
    
    
    
    $
    1
    
    
    $
    8
    
    
    $
    425/15/2009
    
    $
    0.6350
    
    
    $
    33
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    348/14/2009
    
    $
    0.6350
    
    
    $
    33
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    3411/13/2009
    
    $
    0.6350
    
    
    $
    33
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    342/12/2010
    
    $
    0.6350
    
    
    $
    33
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    345/14/2010 (a)
    
    $
    0.6575
    
    
    $
    35
    
    
    $
    87
    
    
    $
    3
    
    
    $
    30
    
    
    $
    155
 
 (a)
    
    The Board of Directors of our general partner declared this cash distribution on April 22,
2010, to be paid on May 14, 2010, to unitholders of record at the close of business on May 7, 2010.
Distributions to the Class C unitholders and the additional general partner units issued in
connection with the closing of the Dropdown, as well as the related
incentive distribution rights payment, were prorated to reflect the fact that they were not
outstanding during the full quarterly period. Note 3. Debt and Banking Arrangements
 Long-Term Debt
 March 31, 2010Weighted-Average
    
    
    Balance (1)Interest Rate
    
    
    (Millions)Unsecured3.8% to 8.875% , payable through 2040
    
    
    6.1
    %
    
    $
    6,231Revolving credit loans (2)
    
    
    3.0
    %
    
    
    108Total long-term debt, including current portion
    
    
    
    
    
    
    6,339Long-term debt due within one year
    
    
    
    
    
    
    (9
    )Long-term debt
    
    
    
    
    
    $
    6,330
 
 (1)
    
    Certain of our debt agreements contain covenants that restrict or limit, among other
things, our ability to create liens supporting indebtedness, sell assets, make certain
distributions, repurchase equity, and incur additional debt.(2)
    
    At December 31, 2009, we had a term loan of $250 million, which was repaid in first-quarter
2010 by utilizing our new $1.75 billion credit facility (discussed below). As of March 31, 2010,
loans outstanding under the credit facility are $108 million. Revolving Credit and Letter of Credit Facility
  9




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##### 




    
    Our ratio of debt to EBITDA (each as defined in the Credit Facility) must be no greater
than 5 to 1.
    
    The ratio of debt to capitalization (defined as net worth plus debt) must be no greater
than 55 percent for Transco and Northwest Pipeline.
    Issuances
  (Millions)3.80% Senior Notes due 2015
    
    $
    7505.25% Senior Notes due 2020
    
    
    1,5006.30% Senior Notes due 2040
    
    
    1,250Total
    
    $
    3,500
 accumulated other comprehensive income (loss)
  Note 4. Inventories
 March 31,
    
    
    December 31,2010
    
    
    2009(Millions)Natural gas liquids
    
    $
    48
    
    
    $
    44Natural gas in underground storage
    
    
    35
    
    
    
    20Materials, supplies, and other
    
    
    66
    
    
    
    65$
    149
    
    
    $
    129
 10




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##### 



Note 5. Fair Value Measurements
   
    
    Level 1  Quoted prices for identical assets or liabilities in active markets 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. Our Level 1 primarily consists of financial instruments that are exchange
traded.
    
    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.
The instruments included in Level 2 consist primarily of
over-the-counter instruments such as natural gas forward contracts and
swaps.
    
    Level 3  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 that are valued utilizing unobservable pricing inputs that are significant to the
overall fair value.
   March 31, 2010
    
    
    December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total(Millions)
    
    
    (Millions)Assets:ARO Trust Investments (see Note 6)
    
    $
    25
    
    
    $
    
    
    
    $
    
    
    
    $
    25
    
    
    $
    22
    
    
    $
    
    
    
    $
    
    
    
    $
    22Energy derivatives
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    2Total assets
    
    $
    25
    
    
    $
    
    
    
    $
    6
    
    
    $
    31
    
    
    $
    22
    
    
    $
    
    
    
    $
    2
    
    
    $
    24Liabilities:Energy derivatives
    
    $
    
    
    
    $
    9
    
    
    $
    2
    
    
    $
    11
    
    
    $
    
    
    
    $
    
    
    
    $
    2
    
    
    $
    2Total liabilities
    
    $
    
    
    
    $
    9
    
    
    $
    2
    
    
    $
    11
    
    
    $
    
    
    
    $
    
    
    
    $
    2
    
    
    $
    2
 11




---



##### 



Level 3 Fair Value Measurements Using Significant Unobservable Inputs
 Net Energy DerivativesThree months ended March 31,2010
    
    
    2009(Millions)Beginning balance
    
    $
    
    
    
    $
    1Realized and unrealized gains (losses):Included in net income
    
    
    (1
    )
    
    
    Included in other comprehensive income (loss)
    
    
    5
    
    
    
    Purchases, issuances, and settlements
    
    
    
    
    
    
    Transfers into Level 3
    
    
    
    
    
    
    Transfers out of Level 3
    
    
    
    
    
    
    Ending balance
    
    $
    4
    
    
    $
    1Unrealized gains (losses) included in net income
relating to instruments still held at March 31
    
    $
    
    
    
    $
    
 net income revenues Consolidated Statement of Income
  12




---



##### 



Note 6. Financial Instruments, Derivatives and Concentrations of Credit Risk
 Financial Instruments
 Fair-value methods
  Cash and cash equivalents : Consolidated Balance
Sheet
 ARO Trust Investments : regulatory asset, deferred charges and other Consolidated
Balance Sheet
 Long-term debt :
 Other :
 Energy derivatives : Consolidated Balance Sheet
 Carrying amounts and fair values of our financial instruments
 March 31, 2010
    
    December 31, 2009Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair Value(Millions)Asset (Liability)Cash and cash equivalents
    
    $
    128
    
    
    $
    128
    
    
    $
    153
    
    
    $
    153ARO Trust Investments
    
    
    25
    
    
    
    25
    
    
    
    22
    
    
    
    22Long-term debt, including current portion
    
    
    (6,339
    )
    
    
    (6,658
    )
    
    
    (2,996
    )
    
    
    (3,194
    )Other
    
    
    1
    
    
    
    1
    
    
    
    3
    
    
    
    3Net energy derivatives:Energy commodity cash flow hedges  affiliate
    
    
    (6
    )
    
    
    (6
    )
    
    
    (2
    )
    
    
    (2
    )Other energy derivatives
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    2
 Energy Commodity Derivatives
 Risk management activities
   13




---



##### 



Volumes
  
    
    Fixed price:Includes physical and financial derivative transactions that settle at a
fixed location price;
    
    Basis:Includes financial derivative transactions priced off the difference in value
between a commodity at two specific delivery points;
  Derivative Notional Volumes
    
    Measurement
    
    Fixed Price
    
    BasisDesignated as Hedging InstrumentsMidstream            Risk Management
    
    MMBtu
    
    
    8,502,500
    
    
    
    4,450,000Midstream            Risk Management
    
    Gallons
    
    
    (119,784,000
    )Not Designated as Hedging InstrumentsMidstream            Risk Management
    
    Gallons
    
    
    (2,100,000
    )
 Fair values and gains (losses)
 other current assets accrued liabilities Consolidated Balance Sheet
 March 31, 2010
    
    
    December 31, 2009Assets
    
    
    Liabilities
    
    
    Assets
    
    
    Liabilities(Millions)
    
    
    (Millions)Designated as hedging instruments
    
    $
    5
    
    
    $
    11
    
    
    $
    
    
    
    $
    2Not designated as hedging instruments
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    Total derivatives
    
    $
    6
    
    
    $
    11
    
    
    $
    2
    
    
    $
    2
 accumulated other comprehensive income (loss)
 Three months ended March 31,2010
    
    2009
    
    Classification(Millions)Net loss recognized in other comprehensive income (effective portion)
    
    $
    (6
    )
    
    $
    
    
    
    AOCINet loss reclassified from accumulated other comprehensive income into
income (effective portion)
    
    $
    (2
    )
    
    $
    
    
    
    RevenuesGain (loss) recognized in income (ineffective portion)
    
    $
    
    
    
    $
    
    
    
    Revenues
  14




---



##### 



revenues
 Consolidated Statement
of Cash Flows changes in other assets and deferred charges changes in accrued liabilities
 Credit-risk-related features
  Guarantees
    Note 7. Contingent Liabilities
 Environmental Matters
  15




---



##### 



16




---



##### 



Summary of environmental matters
  Rate Matters
    Safety Matters
  Other Legal Matters
 Will Price (formerly Quinque)
  17




---



##### 



Other
  Summary
  Note 8. Segment Disclosures
  Performance Measurement
 segment profit segment revenues segment costs and expenses, and equity
earnings
  
    
    Gas Pipeline  depreciation and operation and maintenance expenses;
    
    Midstream Gas & Liquids  commodity purchases (primarily for NGL and crude marketing,
shrink and fuel), depreciation, and operation and maintenance expenses.
 18




---



##### 



segment revenues revenues segment
profit operating income Consolidated Statement of Income
 MidstreamGas &Gas Pipeline
    
    
    Liquids
    
    
    Eliminations
    
    
    Total(Millions)Three months ended March 31, 2010Segment revenues:External
    
    $
    407
    
    
    $
    1,051
    
    
    $
    
    
    
    $
    1,458Internal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total revenues
    
    $
    407
    
    
    $
    1,051
    
    
    $
    
    
    
    $
    1,458Segment profit
    
    $
    169
    
    
    $
    245
    
    
    $
    
    
    
    $
    414Less:Equity earnings
    
    
    9
    
    
    
    17
    
    
    
    
    
    
    
    26Segment operating income
    
    $
    160
    
    
    $
    228
    
    
    $
    
    
    
    $
    388General corporate expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )Total operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    354Three months ended March 31, 2009*Segment revenues:External
    
    $
    401
    
    
    $
    556
    
    
    $
    
    
    
    $
    957Internal
    
    
    
    
    
    
    2
    
    
    
    (2
    )
    
    
    Total revenues
    
    $
    401
    
    
    $
    558
    
    
    $
    (2
    )
    
    $
    957Segment profit
    
    $
    172
    
    
    $
    80
    
    
    $
    
    
    
    $
    252Less:Equity earnings (loss)
    
    
    8
    
    
    
    (3
    )
    
    
    
    
    
    
    5Segment operating income
    
    $
    164
    
    
    $
    83
    
    
    $
    
    
    
    $
    247General corporate expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )Total operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    222
 total assets
 Total AssetsMarch 31, 2010
    
    
    December 31, 2009*(Millions)Gas Pipeline
    
    $
    7,829
    
    
    $
    7,711Midstream Gas & Liquids
    
    
    4,213
    
    
    
    4,122Other Assets and Eliminations
    
    
    94
    
    
    
    151Total
    
    $
    12,136
    
    
    $
    11,984
 
 *
    
    Recast as discussed in Note 1. 19




---



##### 



Item 2
 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 1 of Part
I of this quarterly 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 on May 10, 2010.
    
    An increase in the capital account of our general partner to allow it to maintain its 2
percent general partner interest.
  WMZ Exchange Offer
  Credit Facility
  20




---



##### 



Overview
  
    
    Gas Pipeline includes Transcontinental Gas Pipe Line Company, LLC (Transco) and
a 65 percent interest in 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 (TBtu) of natural gas and peak-day delivery capacity
of approximately 12 million dekatherms (MMdt) of natural gas. Gas Pipeline also holds
interests in joint venture interstate and intrastate natural gas pipeline systems including
a 24.5 percent interest in Gulfstream, which owns an approximate 745-mile pipeline with the
capacity to transport approximately 1.26 MMdt per day of natural gas.
    
    Midstream Gas & Liquids includes natural gas gathering, processing and treating
facilities and crude oil gathering and transportation facilities with
primary service areas concentrated in major producing basins in
Colorado, New Mexico, Wyoming, the Gulf of Mexico and Pennsylvania.
 Company Outlook
    
    
    Continuing to invest in and grow our gathering and processing and interstate natural
gas pipeline systems;
    
    Retaining the flexibility to adjust our planned levels of capital and investment
expenditures in response to changes in economic conditions or
business opportunities.
  
    
    Lower than anticipated commodity prices;
    
    Lower than expected levels of cash flow from operations;
    
    Availability of capital;
    
    Counterparty credit and performance risk;
    
    Decreased volumes from third parties served by our midstream business;
    
    General economic, financial markets, or industry downturn;
    
    Changes in the political and regulatory environments;
    
    Physical damages to facilities, especially damage to offshore facilities by named
windstorms for which our aggregate insurance policy limit is $75 million in the event of
a material loss.
 21




---



##### 



Fair Value Measurements
     22




---



##### 



Results of Operations
 Consolidated Overview
  Three months endedMarch 31,2010
    
    
    2009
    
    
    $ Change*
    
    
    % Change*(Millions)Revenues
    
    $
    1,458
    
    
    $
    957
    
    
    
    +501
    
    
    
    +52
    %Costs and expenses:Costs and operating expenses
    
    
    1,014
    
    
    
    643
    
    
    
    -371
    
    
    
    -58
    %Selling, general and administrative expenses
    
    
    59
    
    
    
    70
    
    
    
    +11
    
    
    
    +16
    %Other income  net
    
    
    (3
    )
    
    
    (3
    )
    
    
    
    
    
    
    General corporate expenses
    
    
    34
    
    
    
    25
    
    
    
    -9
    
    
    
    -36
    %Total costs and expenses
    
    
    1,104
    
    
    
    735Operating income
    
    
    354
    
    
    
    222Equity earnings
    
    
    26
    
    
    
    5
    
    
    
    +21
    
    

    NMInterest accrued  net
    
    
    (69
    )
    
    
    (51
    )
    
    
    -18
    
    
    
    -35
    %Interest income
    
    
    3
    
    
    
    5
    
    
    
    -2
    
    
    
    -40
    %Other income (expense)  net
    
    
    (1
    )
    
    
    3
    
    
    
    -4
    
    
    NMIncome  before income taxes
    
    
    313
    
    
    
    184Provision for income taxes
    
    
    
    
    
    
    1
    
    
    
    +1
    
    
    
    +100
    %Net income
    
    
    313
    
    
    
    183Less: Net income attributable to noncontrolling interests
    
    
    6
    
    
    
    7
    
    
    
    +1
    
    
    
    +14
    %Net income attributable to controlling interests
    
    $
    307
    
    
    $
    176
 
 *
    
    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not
meaningful due to change in signs or a percentage change greater than 200. Three months ended March 31, 2010 vs. three months ended March 31, 2009
 revenues
 costs and operating expenses
 Selling,
general and administrative expenses
 General corporate expenses
 operating income
 equity earnings
 Interest accrued  net
 23




---



##### 



Results of Operations  Segments
 Gas Pipeline
 Overview of Three Months Ended March 31, 2010
   Gas Pipeline master limited partnership
 .
 Outlook for the Remainder of 2010
 Expansion Projects
 Mobile Bay South
  85 North
  Mobile Bay South II
  Sundance Trail
  24




---



##### 



Period-Over-Period Operating Results
 Three months endedMarch 31,2010
    
    
    2009(Millions)Segment revenues
    
    $
    407
    
    
    $
    401Segment profit
    
    $
    169
    
    
    $
    172
 Three months ended March 31, 2010 vs. three months ended March 31, 2009
 Segment revenues costs and operating expenses costs and operating expenses
 Costs and operating expenses segment revenues segment revenues
 Selling,
general and administrative expenses
 Other (income) expense  net segment
revenues
 Segment profit
 Midstream Gas & Liquids
 Overview of Three Months Ended March 31, 2010
   Perdido Norte
  Volatile commodity prices
  25




---



##### 



Outlook for remainder of 2010
  Commodity price changes
 
    
    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, although NGL, crude and natural gas prices are highly volatile and
difficult to predict. NGL margins are highly dependent upon continued demand within the global economy.
Forecasted domestic and global demand for polyethylene, or plastics, has been impacted by the weakness in
the global economy.  In addition, projected new third-party international ethylene production capacity may
lower future demand for domestic  ethylene. However, NGL products are currently the preferred
feedstock for ethylene and propylene production, which has been shifting away from the more expensive
crude-based feedstocks. Bolstered by abundant long-term domestic natural gas supplies, we expect to
benefit from these dynamics in the broader global petrochemical markets.
    
    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 approximately
19 percent of our anticipated NGL sales volumes and an
approximate corresponding portion of anticipated
shrink gas requirements for the remainder of 2010. The combined impact of these energy
commodity derivatives will provide a margin on the hedged volumes of
$167 million. The
following table presents our energy commodity derivatives, including derivatives entered
into as of April 30, 2010.
 26




---



##### 



WeightedVolumes
    
    Average HedgePeriod
    
    Hedged
    
    Price(per
gallon)Designated as hedging instruments:NGL sales  ethane (million gallons)
    

April
 September 2010
    
    
    21.0
    
    
    $
    0.68NGL sales  propane (million gallons)
    
    April  December 2010
    
    
    84.8
    
    
    $
    1.16NGL sales  isobutane (million gallons)
    
    April  December 2010
    
    
    16.7
    
    
    $
    1.53NGL sales  normal butane (million gallons)
    
    April  December 2010
    
    
    25.8
    
    
    $
    1.49NGL sales  natural gasoline (million gallons)
    
    April  December 2010
    
    
    35.2
    
    
    $
    1.83(per MMbtu
    )Natural gas purchases (TBtu)
    
    April  December 2010
    
    
    15.8
    
    
    $
    4.67
 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 our onshore  businesses, 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.
    
    We expect fee revenues, NGL volumes, depreciation expense, and operating expenses in
our Gulf Coast   businesses to increase from 2009 levels with our new Perdido Norte
expansion operations which began start-up of operations late in the first quarter of 2010. Increased volumes from our Perdido
Norte expansion are expected to be partially offset by lower 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. When customers switch from keep-whole to percent-of liquids or
fee-based processing, our NGL equity sales volumes are reduced. Our per-unit NGL margins
increase when customers switch from keep-whole to percent-of-liquids processing because we
receive a portion of the extracted NGLs with no natural gas BTU replacement cost.
 Expansion Projects
  
    
    Additional processing and NGL production capacities at our Echo Springs facility and
related gathering system expansions in the Wamsutter area of Wyoming, which we expect to be
in service in the fourth quarter of 2010.
    
    A 28-mile natural gas gathering pipeline in the Marcellus Shale region which we will
construct and operate in conjunction with a long-term agreement with a major producer.
Construction on the 20-inch pipeline, which will deliver to the Transco pipeline, is
expected to begin in the latter part of 2010, and be completed during 2011.
    
    Additional capital to be invested within our Laurel Mountain joint venture to grow the
existing gathering infrastructure with additional pipeline miles, compression, and
well-connects in 2010 and beyond.
 27




---



##### 



Period-Over-Period Operating Results
 Three Months EndedMarch 31,2010
    
    
    2009(Millions)Segment revenues
    
    $
    1,051
    
    
    $
    558Segment profit
    
    $
    245
    
    
    $
    80
 Three months ended March 31, 2010 vs. three months ended March 31, 2009
 segment revenues
 
    
    A $293 million increase in marketing revenues primarily due to higher average NGL and
crude prices. These changes are offset by similar changes in marketing purchases.
    
    A $188 million increase in revenues associated with the production of NGLs reflecting
an increase of $164 million associated with a 98 percent increase in average NGL per-unit
sales prices and an increase of $24 million associated with a 22 percent increase in ethane
volumes sold and a 5 percent increase in non-ethane volumes sold.
    
    A $7 million increase in fee revenues primarily due to new fees for processing natural
gas production at Willow Creek.
 Segment
costs and expenses
 
    
    A $294 million increase in marketing purchases primarily due to higher average NGL and
crude prices. These changes are offset by similar changes in marketing revenues.
    
    A $53 million increase in costs associated with the production of NGLs reflecting an
increase of $40 million associated with a 38 percent increase in average natural gas prices
and an increase of $13 million associated with a 15 percent increase in gas volumes for BTU
replacement cost and plant fuel.
 segment profit segment revenues segment costs and expenses segment
profit
 segment profit
 
    
    A $135 million increase in NGL margins reflecting:
 
    
    A $102 million increase in the onshore businesses NGL
margins reflecting a 102 percent increase in average NGL prices, partially offset by an increase in production costs reflecting a 42 percent increase in average natural gas prices. NGL equity volumes were 5 percent higher due primarily to new production at Willow Creek.
    
    A $33 million increase in the Gulf Coast businesses NGL margins reflecting a $29 million increase in related commodity price changes including an 80 percent increase in average NGL prices, partially offset by a 17 percent increase in average natural gas prices.  NGL equity volumes sold were 67 percent higher reflecting a 94 percent increase in ethane volumes sold and a 44 percent increase in non-ethane volumes sold due primarily to low recoveries in the first quarter of 2009 driven by unfavorable NGL economics and decreasing inventory in the first quarter of 2010 compared to increasing inventory in the first quarter of 2009.
 
    
    A $20 million increase in equity earnings, primarily due to a $14 million increase from Discovery Producer Services LLC due primarily to recovery from the impact of the 2008 hurricanes, new volumes in the first quarter of 2010 from a recently completed expansion and higher processing margins.
    
    A $7 million increase in fee revenues primarily due to new fees for processing natural gas production at Willow Creek.
 28




---



##### 



Managements Discussion and Analysis of Financial Condition and Liquidity
 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.
  
    
    We increased 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 facility 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;
    
    Use of our credit facility, 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;
    
    Quarterly distributions to our unitholders and/or general partner.
 29




---



##### 




    
    Lower than expected levels of cash flow from operations.
    
    Sustained reductions in energy commodity prices from expected 2010 levels.
    
    Physical damages to facilities, especially damage to offshore facilities by named
windstorms for which our aggregate policy limit is $75 million in the event of a material
loss.
 Available Liquidity
 March 31, 2010(Millions)Cash and cash equivalents
    
    $
    128Available capacity under our $1.75 billion three-year
senior unsecured credit facility (expires February 15,
2013) (1)
    
    
    1,642$
    1,770
 
 (1)
    
    The full amount of the credit facility is available to us, to
the extent not otherwise utilized by Transco and Northwest
Pipeline, and may be increased by up to an additional $250
million. Transco and Northwest Pipeline are each able to borrow
up to $400 million under the credit facility to the extent not
otherwise utilized by us. Shelf Registration
  Distributions from Equity Method Investees
  Omnibus Agreement with Williams
  Credit Facility
  30




---



##### 



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 include (1)
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, (2) expenditures which are mandatory and/or
essential to comply with laws and regulations and maintain the reliability of our operations,
and (3) certain well connection expenditures.
 31




---



##### 




    
    Expansion capital expenditures include (1) 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 (2) well connection expenditures which are not
classified as maintenance expenditures.
   Maintenance
    
    
    Expansion
    
    
    TotalThrough
    
    
    
    
    
    
    Through
    
    
    
    
    
    
    ThroughSegment
    
    Total Year Estimate
    
    
    March 31, 2010
    
    
    Total Year Estimate
    
    
    March 31, 2010
    
    
    Total Year Estimate
    
    
    March 31, 2010Gas Pipeline
    
    $
    210  $230
    
    
    $
    21
    
    
    $
    340  $370
    
    
    $
    24
    
    
    $
    550  $600
    
    
    $
    45Midstream
    
    $
    105  $125
    
    
    $
    11
    
    
    $
    320  $500
    
    
    $
    49
    
    
    $
    425  $625
    
    
    $
    60Total
    
    $
    315  $355
    
    
    $
    32
    
    
    $
    660  $870
    
    
    $
    73
    
    
    $
    975  $1,225
    
    
    $
    105
 Cash Distributions to Unitholders
  Sources (Uses) of Cash
 Three months endedMarch 31,2010
    
    
    2009(Millions)Net cash provided (used) by:Operating activities
    
    $
    555
    
    
    $
    254Investing activities
    
    
    (3,543
    )
    
    
    (236
    )Financing activities
    
    
    2,963
    
    
    
    (59
    )Decrease in cash and cash equivalents
    
    $
    (25
    )
    
    $
    (41
    )
 Operating Activities
  Investing Activities
  Financing Activities
  Off-Balance Sheet Arrangements
  32




---



##### 



Item 3
 Quantitative and Qualitative Disclosures About Market Risk
  Commodity Price Risk
     Interest Rate Risk
  33




---



##### 



Item 4
 Controls and Procedures
 
  Evaluation of Disclosure Controls and Procedures
  First-Quarter 2010 Changes in Internal Controls
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  34




---



##### 



Item 1A. Risk Factors
  35




---



##### 



Item 6. Exhibits
 Exhibit No.
    
    
    
    DescriptionExhibit 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
(filed on February 25, 2010 as Exhibit 3.3 to Williams Partners
L.P.s annual report on Form 10-K (File No. 001-32599)) and
incorporated herein by reference.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 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 4.2
    
    
    
    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 4.2
    
    
    
    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 4.3
    
    
    
    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 4.4
    
    
    
    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.
 36




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##### 



Exhibit No.
    
    
    
    DescriptionExhibit 4.5
    
    
    
    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 4.6
    
    
    
    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 4.7
    
    
    
    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 4.8
    
    
    
    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 4.9
    
    
    
    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 4.10
    
    
    
    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 4.11
    
    
    
    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 4.12
    
    
    
    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 4.13
    
    
    
    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.
 37




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##### 



Exhibit No.
    
    
    
    DescriptionExhibit 10.1
    
    
    
    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 10.2
    
    
    
    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 10.3
    
    
    
    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 10.4
    
    
    
    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 10.5
    
    
    
    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 10.6
    
    
    
    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 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.**
    
    Furnished herewith. 38




---



##### 



SIGNATURES
  WILLIAMS PARTNERS L.P.
(Registrant)By:
    Williams Partners GP LLC, its general partner /s/ Ted T. TimmermansTed. T. TimmermansController (Duly Authorized Officer and
Principal Accounting Officer)




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##### 



EXHIBIT INDEX
 Exhibit No.
    
    
    
    DescriptionExhibit 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
(filed on February 25, 2010 as Exhibit 3.3 to Williams Partners
L.P.s annual report on Form 10-K (File No. 001-32599)) and
incorporated herein by reference.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 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 4.2
    
    
    
    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 4.2
    
    
    
    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 4.3
    
    
    
    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 4.4
    
    
    
    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 4.5
    
    
    
    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 No.
    
    
    
    DescriptionExhibit 4.6
    
    
    
    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 4.7
    
    
    
    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 4.8
    
    
    
    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 4.9
    
    
    
    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 4.10
    
    
    
    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 4.11
    
    
    
    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 4.12
    
    
    
    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 4.13
    
    
    
    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
    
    
    
    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 No.
    
    
    
    DescriptionExhibit 10.2
    
    
    
    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 10.3
    
    
    
    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 10.4
    
    
    
    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 10.5
    
    
    
    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 10.6
    
    
    
    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 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.**
    
    Furnished herewith.