##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
 (Mark One)
 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
 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 001-33917
 Williams Pipeline Partners L.P.
 (Exact name of
Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    26-0834035(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)
 o þ
 o þ
 Indicate by check mark whether the registrant: þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



WILLIAMS PIPELINE PARTNERS L.P.
 FORM 10-K
 TABLE OF CONTENTS
  
 Heading
    
    
    
    PagePART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    36Item 2.
    
    Properties
    
    
    36Item 3.
    
    Legal Proceedings
    
    
    36Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    36PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
    
    
    37Item 6.
    
    Selected Financial Data
    
    
    40Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    41Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    55Item 8.
    
    Financial Statements and Supplementary Data
    
    
    57Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    95Item 9A.
    
    Controls and Procedures
    
    
    95Item 9B.
    
    Other Information
    
    
    95PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    96Item 11.
    
    Executive Compensation
    
    
    102Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    105Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    108Item 14.
    
    Principal Accounting Fees and Services
    
    
    115PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    116EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32




---



##### Table of Contents



DEFINTIONS




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 FORM 10-K
 
 PART I
 
 Item 1. Business
  WEBSITE ACCESS TO REPORTS AND OTHER INFORMATION
 http://www.sec.gov.
 http://www.williamspipelinepartners.com
  GENERAL
    4




---



##### Table of Contents



Recent Developments
  FINANCIAL INFORMATION ABOUT SEGMENTS
  NARRATIVE DESCRIPTION OF BUSINESS
  Northwests System
     Northwests Transportation and Storage Services
  5




---



##### Table of Contents




    
    Jackson Prairie:Northwest owns a one-third interest in the Jackson Prairie underground
storage facility located near Chehalis, Washington, with the remaining interests owned by
two of its distribution customers. As of December 31, 2009, Northwests share of the firm
seasonal storage service in this facility was approximately 7.7 Bcf of working natural gas
storage capacity and up to 383 MMcf per day of peak day deliveries. Additionally,
Northwests share of the best-efforts delivery capacity was 50 MMcf per day. As described
below, Northwest is participating in an ongoing expansion of Jackson Prairie.
    
    Plymouth LNG:Northwest also owns and operates a Liquefied Natural Gas (LNG) storage
facility located near Plymouth, Washington, which provides standby service for its customers
during extreme peaks in demand. The facility has a total LNG storage capacity equivalent to
2.3 Bcf of working natural gas, liquefaction capability of 12 MMcf per day and
regasification capability of 300 MMcf per day. Certain of Northwests major customers own
the working natural gas stored at the LNG plant.
    
    Clay Basin Field:Northwest has a contract with a third party under which Northwest
contracts for natural gas storage services in an underground storage reservoir in the Clay
Basin Field located in Daggett County, Utah. Northwest is authorized to utilize the Clay
Basin Field at a seasonal storage level of 3.0 Bcf of working natural gas, with a firm
delivery capability of 25 MMcf of natural gas per day.
 Northwests Competition
      6




---



##### Table of Contents



Northwests Supply and Demand Dynamics
  Northwests Customers
  Northwests Capital Projects
  Colorado Hub Connection Project
    7




---



##### Table of Contents



Jackson Prairie Underground Expansion
    Sundance Trail Expansion
  Regulatory Matters
 FERC Regulation
  
    
    transportation and storage of natural gas;
    
    rates and charges;
    
    terms of service including creditworthiness requirements;
    
    construction of new facilities;
    
    extension or abandonment of service and facilities;
    
    accounts and records;
    
    depreciation and amortization policies;
    
    relationships with gas marketing functions within Williams; and
    
    initiation and discontinuation of services.
  8




---



##### Table of Contents



Energy Policy Act of 2005
  9




---



##### Table of Contents



Safety and Maintenance
    Environmental Regulation
 General.
 
    
    requiring the acquisition of permits to conduct regulated activities;
    
    restricting the manner in which Northwest can release materials into the environment;
    
    imposing investigatory and remedial obligations to mitigate pollution from former or
current operations;
    
    assessing administrative, civil, and criminal penalties for failure to comply with
applicable legal requirements; and
    
    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.
   Waste Management.
 10




---



##### Table of Contents



Site Remediation.
  Air Emissions.
   Water Discharges.
 Activities on Federal Lands.
 11




---



##### Table of Contents



Endangered Species.
 Insurance
  Employees
  Transactions with Affiliates
  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
   12




---



##### Table of Contents




    
    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;
    
    Rate case filings; and
    
    Natural gas 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 Northwests
customers and suppliers);
    
    The strength and financial resources of our and Northwests 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;
    
    Northwests costs for defined benefit pension plans and other postretirement benefit
plans;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Northwests exposure to the credit risk of its customers;
    
    Risks related to strategy and financing, including restrictions stemming from Northwests
debt agreements, future changes in Northwests credit ratings and the availability and cost
of credit;
 13




---



##### Table of Contents




    
    Risks associated with future weather conditions;
    
    Acts of terrorism; and
    
    Additional risks described in our filings with the SEC.
    RISK FACTORS
  Risks Relating to Recent Developments
 The current trading price of our common units has been impacted
by the announcement of Williams Partners of its intention to engage in an exchange offer for our common units at
a fixed exchange ratio, and we do not know what the impact on the trading price of our common units will be when the
other terms of the exchange offer are announced or if Williams Partners does not launch such exchange
offer or does not consummate such exchange offer once launched.
  If the Williams Partners exchange offer is consummated, it
may have a negative impact on the trading market and price of our common units or result in the purchase of your units for
cash by our General Partner.
   The Dropdown may significantly decrease the amount of
natural gas transportation and storage assets that Williams would otherwise have had available to contribute to us.
  14




---



##### Table of Contents



Risks Inherent in Our Industry and 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 the establishment of cash
reserves and payment of fees and expenses, including cost reimbursements to our general partner.
  
    
    the rates Northwest charges for its transportation and storage services and the volumes
of natural gas its customers transport and store;
    
    the level of Northwests operating and maintenance expenses and general and
administrative costs and our incremental general and administrative costs;
    
    the overall demand for natural gas in markets that Northwest serves and the quantities of
natural gas available for transport, especially from the Rocky Mountain region, the San Juan
Basin and the WCSB supply basins;
    
    regulatory action affecting the demand for natural gas, the supply of natural gas, the
rates Northwest can charge, how Northwest contracts for services, and Northwests existing
contracts, operating costs and operating flexibility;
    
    the development of LNG import terminals, which could materially affect the market price
of natural gas, which could inturn indirectly affect the longer term supply and demand
dynamics of natural gas in Northwests areas of operation; and
    
    potential competition from third parties who may build new pipelines in or near
Northwests markets or supply basins.
  
    
    the amount of cash distributed by Northwest in respect of our 35 percent general
partnership interest, which is our sole asset;
    
    the level of capital expenditures we and Northwest make, including expenditures to
maintain Northwests facilities, to complete construction projects and to make acquisitions;
    
    our and Northwests debt service requirements and other liabilities;
    
    fluctuations in our and Northwests working capital needs;
    
    our and Northwests ability to borrow funds and access capital markets;
    
    the creditworthiness of, and timeliness of payment from, Northwests customers;
    
    restrictions contained in Williams and Northwests credit agreement and in Northwests
indentures, including restrictions on distributions; and
    
    the amount of cash reserves established by Northwest and by our general partner.
 15




---



##### Table of Contents



We may not be able to grow or effectively manage our growth.
   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.
   Adverse economic conditions could negatively affect our results of operations.
  The amount of cash we have available for distribution to holders of our common units and
subordinated units depends primarily on our cash flow and not solely on profitability, which may
prevent us from making cash distributions during periods when we record net income.
  16




---



##### Table of Contents



We and Williams Partners jointly control Northwest. As a result, we cannot independently control
the amount of cash we will receive from Northwest, and we may be required to contribute
significant cash to fund Northwests operations.
  
    
    we cannot independently control decisions with respect to the operation of Northwest,
including decisions with respect to incurrence of expenses and distributions to us;
    
    Northwest may establish reserves for working capital and maintenance capital expenditures
which would reduce cash otherwise available for distribution to us;
    
    Northwest may incur additional indebtedness, and the related principal and interest
payments would reduce cash otherwise available for distribution to us;
    
    Northwest may require us to make additional capital contributions to fund working and
maintenance capital expenditures, as well as to fund expansion capital expenditures, funding
of which could reduce the amount of cash otherwise available for distribution to you.
  Northwests natural gas transportation and storage activities involve numerous risks that might
result in accidents and other operating risks and hazards.
  
    
    fires, blowouts, cratering and explosions;
    
    uncontrolled releases of natural gas;
    
    pollution and other environmental risks;
    
    natural disasters;
    
    aging pipeline infrastructure and mechanical problems;
    
    damages to pipelines and pipeline blockages;
    
    operator error;
    
    damage inadvertently caused by third party activity, such as operation of construction
equipment; and
    
    terrorist attacks or threatened attacks on Northwests facilities or those of other
energy companies.
  17




---



##### Table of Contents



Increased competition from alternative natural gas transportation and storage options and
alternative fuel sources could have a significant financial impact on Northwest and us.
   Northwest 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 Northwests markets;
    
    the growth in demand for natural gas in Northwests markets;
    
    whether the market will continue to support long-term firm contracts;
    
    whether Northwests business strategy continues to be successful;
    
    the level of competition for natural gas supplies in the production basins serving
Northwest; and
    
    the effects of state regulation on customer contracting practices.
  18




---



##### Table of Contents



Competitive pressures could lead to decreases in the volume of natural gas contracted or
transported through Northwests pipeline system.
  Northwests natural gas transportation and storage operations are subject to regulation by FERC,
which could have an adverse impact on its ability to establish transportation and storage rates
that would allow it to recover the full cost of operating its pipeline, including a reasonable
rate of return, and on our ability to make distributions to you.
  
    
    transportation of natural gas in interstate commerce;
    
    rates, operating terms and conditions of service, including initiation and
discontinuation of services;
    
    the types of services Northwest may offer to its customers;
    
    certification and construction of new facilities;
    
    acquisition, extension, disposition or abandonment of facilities;
    
    accounts and records;
    
    depreciation and amortization policies;
    
    relationships with marketing functions within Williams involved in certain
aspects of the natural gas business; and
    
    market manipulation in connection with interstate sales, purchases or transportation of
natural gas.
   19




---



##### Table of Contents



Northwest could be subject to penalties and fines if it fails to comply with FERC regulations.
  The outcome of future rate cases to set the rates Northwest can charge customers on its pipeline
might result in rates that lower Northwests return on the capital that Northwest has invested in
its pipeline.
  The outcome of future rate cases will determine the amount of income taxes that Northwest will be
allowed to recover.
  Legal and regulatory proceedings and investigations relating to the energy industry and capital
markets have adversely affected our business and may continue to do so.
   20




---



##### Table of Contents



Any significant decrease in supplies of natural gas in Northwests areas of operation could
adversely affect its business and operating results and reduce our cash available for distribution
to unitholders.
    Decreases in demand for natural gas could adversely affect Northwests business.
  Significant prolonged changes in natural gas prices could affect supply and demand, cause a
termination of Northwests transportation and storage contracts or a reduction in throughput on
Northwests system, and adversely affect our cash available to make distributions to you.
  Some portions of Northwests current pipeline infrastructure and other assets have been in use for
many decades, which may adversely affect its business and our ability to make distributions to
you.
  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 Northwests
services.
  21




---



##### Table of Contents



Northwest depends on certain key customers for a significant portion of its revenues. The loss of
any of these key customers or the loss of any contracted volumes could result in a decline in
Northwests business and our cash available to make distributions to you.
  If third-party pipelines and other facilities interconnected to Northwests pipeline and
facilities become unavailable to transport natural gas, Northwests revenues and our ability to
make distributions to you could be adversely affected.
  Northwest is exposed to the credit risk of its customers, and its credit risk management may not
be adequate to protect against such risk.
  22




---



##### Table of Contents



Northwests debt agreements and Williamsand Williams
Partners  public indentures contain financial and operating restrictions that may limit Northwests access to credit
and affect its ability to operate its business.  In addition, Northwests ability to obtain credit in the future will
be affected by Williams and Williams Partners credit ratings.
     Acquisitions or expansion projects may reduce our cash from operations on a per unit basis.
  
    
    decreases in liquidity as a result of using a significant portion of available cash or
borrowing capacity to finance the project or acquisition;
    
    inability to complete expansion projects on schedule or within the budgeted cost due to
the unavailability of required construction personnel or materials, accidents, weather
conditions or an inability to obtain necessary permits;
    
    inability to receive cash flows from a newly built or acquired asset until it is
operational;
 23




---



##### Table of Contents




    
    unforeseen difficulties operating in new producing basins or end-use markets; and
    
    customer losses at the acquired business.
  Northwest is subject to risks associated with climate change.
  Northwests operations are subject to governmental laws and regulations relating to the protection
of the environment, including those relating to climate change, which may expose them to
significant costs and liabilities and could exceed current expectations.
      24




---



##### Table of Contents



Northwest may be subject to legislative and regulatory responses to climate change with which
compliance may be costly.
   Northwest does not own all of the land on which its pipeline and facilities are located, which
could disrupt its operations.
  Northwests allocation from Williams for costs for its defined benefit pension plans and other postretirement benefit plans are affected by factors beyond Northwests and Williams
control.
  We and Northwest do not insure against all potential losses and could be seriously harmed by
unexpected liabilities or by the inability of the insurers we do use to satisfy our claims.
  25




---



##### Table of Contents



Execution of Northwests capital projects subjects them 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 Northwests 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 Northwests control, that may be material; and
    
    the ability to access capital markets to fund construction projects.
  Northwests assets and operations can be affected by weather and other natural phenomena.
  26




---



##### Table of Contents



Acts of terrorism could have a material adverse effect on Northwests and our financial condition,
results of operations and cash flows.
  Institutional knowledge residing with current employees of Northwest nearing retirement
eligibility might not be adequately preserved.
  Failure of or disruptions to Northwests outsourcing relationships might negatively impact its
ability to conduct its business.
   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.
  Risks Inherent in an Investment in Us
 Williams Partners controls our general partner, which has sole responsibility for conducting our
business and managing our operations. Williams Partners, our general partner, and their respective
affiliates have conflicts of interest with us and limited fiduciary duties, and they may favor
their own interests to the detriment of our unitholders.
  27




---



##### Table of Contents




    
    neither our partnership agreement nor any other agreement requires Williams or its
affiliates to pursue a business strategy that favors us;
    
    all of the executive officers and certain of the directors of our general partner are
also officers and/or directors of Williams and Williams Partners 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 Partners owns the remaining 65 percent general partnership interest in
Northwest;
    
    Williams Partners owns common and subordinated units representing an aggregate 45.7
percent limited partner interest in us, and if a vote of limited partners is required,
Williams Partners will be entitled to vote its units in accordance with its own interests,
which may be contrary to our interests or your interests;
    
    our general partner may make a determination to receive a quantity of our Class B common
units and additional general partner units in exchange for resetting the target distribution
levels related to its incentive distribution rights without the approval of the conflicts
committee of our general partner or our unitholders;
    
    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;
    
    our general partner determines the amount and timing of our cash reserves, asset
purchases and sales, borrowings and issuances of additional partnership securities, each of
which can affect the amount of cash that is distributed to 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, including distributions on our subordinated units, and to our general partner
with respect to its incentive distribution rights, as well as the ability of the
subordinated units to convert to common units;
    
    our general partner determines which costs incurred by it and its affiliates are
reimbursable by us;
    
    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
a distribution on the subordinated units, to make incentive distributions or to accelerate
the expiration of the subordination period;
    
    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 from 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 all common units
not owned by it and its affiliates if they own more than 75 percent 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.
 28




---



##### Table of Contents



The credit and risk profile of our general partner, Williams
Partners and Williams, could adversely affect our or Northwests credit ratings, which could increase our or Northwests
borrowing costs or hinder our or Northwests ability to raise capital.
   Our partnership agreement limits our general partners fiduciary duties to holders of our common
units and subordinated units and restricts the remedies available to holders of our common units
and subordinated units 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, its reset rights with respect to
our incentive distribution levels, 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 affiliated 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 must be fair and
reasonable to us, as determined by our general partner in good faith, and that, 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
    
    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.
   29




---



##### Table of Contents



Affiliates of our general partner, including Williams and Williams Partners are not limited in
their ability to compete with Northwest or 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 Williams
Partners general partner, and these persons will also owe fiduciary duties to those entities.
  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.
  If you are not an Eligible Holder, you will not be entitled to receive distributions or
allocations of income or loss on your common units, and your common units will be subject to
redemption at a price that may be below the then-current market price.
  Our general partner may elect to cause us to issue Class B common units and additional general
partner units to it in connection with a resetting of the target distribution levels related to
its incentive distribution rights without the approval of the conflicts committee of its board of
directors or the holders of our common units. This may result in lower distributions to holders of
our common units in certain situations.
   30




---



##### Table of Contents



Cost reimbursements to our general partner and its affiliates for services provided to us, which
will be determined by our general partner, will be substantial and will reduce our cash available
for distribution to you.
  Even if unitholders are dissatisfied, they cannot initially remove our general partner without its
consent.
  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 distributions to you.
  31




---



##### Table of Contents



The control of our general partner may be transferred to a third party without unitholder consent.
  We may issue additional units without your approval, which would dilute your ownership interests.
  
    
    each existing unitholders proportionate ownership interest in us will decrease;
    
    the amount of cash available for distribution on each unit may decrease;
    
    because a lower percentage of total outstanding units will be subordinated units, the
risk that a shortfall in the payment of the minimum quarterly distribution will be borne by
our common unitholders will increase;
    
    the ratio of taxable income to distributions may increase;
    
    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 our general partner eligible for future sale may adversely affect the price
of our common units.
  Our general partner has a limited call right that may require you to sell your common units at an
undesirable time or price.
  Our partnership agreement restricts the voting rights of unitholders owning 20 percent or more of
our common units.
  32




---



##### Table of Contents



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.
  If we are deemed an investment company under the Investment Company Act of 1940, it would
adversely affect the market price of our common units and could have a material adverse effect on
our business.
   33




---



##### Table of Contents



Tax Risks to Common Unitholders
 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 corporation for federal income tax
purposes or if we were to become subject to a material amount of entity-level taxation for state
or local tax purposes, the amount of cash available for distribution to our 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 units each month based upon the ownership of the units on the first day of each month, instead
of on the basis of the date a particular unit is transferred.
  You will be required to pay taxes on your share of our income even if you do not receive any cash
distributions from us.
  34




---



##### Table of Contents



The tax gain or loss on the disposition of our common units could be more or less than expected.
  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 our common units.
  An IRS contest of the federal income tax positions we take may adversely affect the market for our
common units, and the cost of any IRS contest will reduce our cash available for distribution to
our unitholders and our general partner.
  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 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 our common units.
   35




---



##### Table of Contents



The sale or exchange of 50 percent or more of our capital and profits interests within any
12-month period will result in the termination of our partnership for federal income tax purposes.
  You will likely be subject to state and local taxes and return filing requirements in states or
localities where you do not live as a result of investing in our common units.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  36




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 (a) Market Information
  High
    
    Low2009Fourth Quarter
    
    $
    23.80
    
    
    $
    18.64Third Quarter
    
    
    19.30
    
    
    
    17.27Second Quarter
    
    
    20.40
    
    
    
    15.93First Quarter
    
    
    17.11
    
    
    
    14.202008Fourth Quarter
    
    $
    16.00
    
    
    $
    11.57Third Quarter
    
    
    17.54
    
    
    
    13.59Second Quarter
    
    
    18.86
    
    
    
    17.26First Quarter(1)
    
    
    20.42
    
    
    
    15.89
 
 (1)
    
    Represents the period from January 24, 2008, the date that the Partnership completed its IPO. (b) Holders
   (c) Cash Distributions
  Cash Distribution per Unit(a)2009Fourth Quarter
    
    $
    0.3350Third Quarter
    
    
    0.3350Second Quarter
    
    
    0.3300First Quarter
    
    
    0.32502008Fourth Quarter
    
    $
    0.3200Third Quarter
    
    
    0.3150Second Quarter
    
    
    0.3100First Quarter(b)
    
    
    0.2242
 
 (a)
    
    Represents cash distributions attributable to the quarter and declared
and paid or to be paid within 45 days after quarter end. We paid cash
distributions to our general partner with respect to its 2 percent
general partner interest and incentive distribution rights that
totaled $0.8 million in 2008 and $1.0 million in 2009. Subordinated
units participated in all of the cash distributions for the periods
indicated above.(b)
    
    The first quarter distribution was prorated to cover the period of
time from January 24, when the partnerships initial public offering
closed, through March 31. The prorated distribution of $0.2242 equates
to a full quarter distribution of $0.30 per unit. Cash Distribution Policy
  37




---



##### Table of Contents




    
    less the amount of cash reserves established by our general partner to:
 
    
    provide for the proper conduct of our business, including necessary maintenance
capital expenditures;
    
    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 resulting from cash received after
the end of that quarter in respect of our ownership interest in Northwest and attributable
to its operations during that quarter; and
    
    plus, if our general partner so determines, all or a portion of cash on hand on the date
of determination of available cash for the quarter resulting from working capital borrowings
made subsequent to the end of such quarter. Working capital borrowings are generally
borrowings that are made under a credit agreement or another arrangement, are used solely
for working capital purposes or to pay distributions to unitholders and are intended to be
repaid within twelve months.
       first
 38




---



##### Table of Contents



second third thereafter
  
    
    first, 98 percent to all common and subordinated unitholders, pro rata, and 2 percent to
our general partner, until each common and subordinated unitholder receives a total of
$0.330625 per unit for that quarter, or the first target distribution;
    
    second, 85 percent to all common and subordinated unitholders, pro rata, and 15 percent
to our general partner, until each common and subordinated unitholder receives a total of
$0.359375 per unit for that quarter, or the second target distribution;
    
    third, 75 percent to all common and subordinated unitholders, pro rata, and 25 percent to
our general partner, until each common and subordinated unitholder receives a total of
$0.431250 per unit for that quarter, or the third target distribution; and
    
    thereafter, 50 percent to all common and subordinated unitholders, pro rata, and 50
percent to our general partner.
 (d) Securities Authorized for Issuance Under Equity Compensation Plans
  39




---



##### Table of Contents



Item 6. Selected Financial Data
  Williams Pipeline Partners L.P. and/or Predecessor
 Years Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(Predecessor)
    
    (Predecessor)
    
    (Predecessor)(Restated) (B)
    
    (Restated) (B)
    
    (Restated) (B)
    
    (Restated) (B)(Thousands of dollars)Income Statement Data:Equity earnings from investment in Northwest
    
    $
    53,778
    
    
    $
    54,380
    
    
    $
    153,904
    
    
    $
    19,062
    
    
    $
    24,141Net income
    
    
    50,821
    
    
    
    51,880
    
    
    
    153,904
    
    
    
    19,062
    
    
    
    24,141Balance Sheet Data (at period end):Investment in Northwest
    
    
    441,608
    
    
    
    435,103
    
    
    
    422,199
    
    
    
    306,660
    
    
    
    264,721Total partners capital
    
    
    449,372
    
    
    
    441,952
    
    
    
    422,199
    
    
    
    306,660
    
    
    
    264,721Basic and diluted net income per limited partner unit:Common units
    
    $
    1.53
    
    
    $
    1.45Subordinated units
    
    $
    1.53
    
    
    $
    1.45Cash Dividends Declared
    
    $
    1.31
    
    
    $
    0.8492
 Northwest (100%)
 Years Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(Restated) (B)
    
    (Restated) (B)
    
    (Restated) (B)
    
    (Restated) (B)(Thousands of dollars)Income Statement Data:Operating revenues
    
    $
    434,379
    
    
    $
    434,854
    
    
    $
    421,851
    
    
    $
    324,250
    
    
    $
    321,457Net income
    
    
    153,651
    
    
    
    155,371
    
    
    
    439,726
    (A)
    
    
    54,462
    
    
    
    68,974Balance Sheet Data (at period end):Total assets
    
    
    2,081,277
    
    
    
    2,078,812
    
    
    
    2,033,596
    
    
    
    2,034,748
    
    
    
    1,661,324Long-term debt, including current maturities
    
    
    693,437
    
    
    
    693,240
    
    
    
    693,736
    
    
    
    687,075
    
    
    
    520,080Total owners equity
    
    
    1,207,150
    
    
    
    1,210,547
    
    
    
    1,177,098
    
    
    
    846,809
    
    
    
    728,505Cash Distributions
    
    
    135,000
    
    
    
    419,342
    
    
    
    109,770
    
    
    
    
    
    
    
    50,000
 
 Note:Earnings and distributions/dividends per partnership unit/common share are not presented for
2005 through 2009. Northwest was a wholly-owned subsidiary of Williams as of December 31, 2007 and
for all prior periods presented. Distributions for 2009 and 2008 were made to Northwests partners
based upon each partners ownership interest. 
 (A)
    
    Through September 30, 2007, Northwest used the liability method of
accounting for income taxes which required, among other things,
provisions for all temporary differences between the financial basis
and the tax basis in Northwests assets and liabilities and
adjustments to the existing deferred tax balances for changes in tax
rates. Following Northwests conversion to a general partnership on
October 1, 2007, Northwest is no longer subject to income tax. On
October 1, 2007, Northwest reversed deferred income tax liabilities of
approximately $311.8 million to income and $0.2 million of deferred
income tax assets to other comprehensive income.(B)
    
    Our and Northwests financial statements have been restated
as described in Item 8. Financial Statements and
Supplementary Data  Williams Pipeline Partners L.P. Notes
to Consolidated Financial Statements: Note 2. Restatement
and Northwest Pipeline GP Notes to Consolidated Financial
Statements: Note 2. Restatement. Accordingly, Northwests
2005, 2006, 2007, and 2008 selected financial data has been
restated to reflect the change in accounting treatment. The
net impact of the balance sheet corrections resulted in an
adjustment to loans to affiliate which have been reclassified
to equity. A reconciliation between Northwests original
basis in its total assets and liabilities and the selected
financial data above follows:
 40




---



##### Table of Contents



Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005(Thousands of dollars)Consolidated Balance Sheets:Total assets, as previously reported
    
    $
    2,082,172
    
    
    $
    2,056,471
    
    
    $
    2,049,324
    
    
    $
    1,692,371Benefit plans correction
    
    
    3,360
    
    
    
    22,875
    
    
    
    14,576
    
    
    
    31,047Total assets, as restated
    
    $
    2,078,812
    
    
    $
    2,033,596
    
    
    $
    2,034,748
    
    
    $
    1,661,324Total owners equity, as previously reported
    
    $
    1,184,714
    
    
    $
    1,185,616
    
    
    $
    857,945
    
    
    $
    756,346Net (increase) decrease of benefit plans correction
    
    
    (25,833
    )
    
    
    8,518
    
    
    
    11,136
    
    
    
    27,841Total owners equity, as restated
    
    $
    1,210,547
    
    
    $
    1,177,098
    
    
    $
    846,809
    
    
    $
    728,505
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
      41




---



##### Table of Contents



How We Evaluate Our Operations
  
    
    the level of capacity reserved under Northwests long-term firm transportation and
storage contracts;
    
    the level of revenues provided by Northwests short-term firm and interruptible
transportation and storage services;
    
    Northwests operating expenses; and
    
    our and Northwests cash available for distribution.
 Long-Term Firm Service
  Short-Term Firm and Interruptible Service
  Seasonality
  2009
    
    Jan-Mar
    
    Apr-Jun
    
    Jul-Sep
    
    Oct-Dec
    
    TotalRevenues ($ in 000)
    
    $
    111,548
    
    
    $
    107,756
    
    
    $
    106,615
    
    
    $
    108,460
    
    
    $
    434,379Revenue %
    
    
    25.7
    %
    
    
    24.8
    %
    
    
    24.5
    %
    
    
    25.0
    %
    
    
    100
    %Operating Expenses ($ in 000)
    
    $
    58,396
    
    
    $
    60,743
    
    
    $
    57,470
    
    
    $
    57,261
    
    
    $
    233,870Throughput (TBtu)(1)
    
    
    224
    
    
    
    173
    
    
    
    166
    
    
    
    206
    
    
    
    769Throughput %
    
    
    29.1
    %
    
    
    22.5
    %
    
    
    21.6
    %
    
    
    26.8
    %
    
    
    100
    %
 
 (1)
    
    Parachute Lateral volumes are excluded from throughput as these
volumes flowed under separate contracts that do not generally result
in mainline throughput. Northwests Operating Expenses
  42




---



##### Table of Contents



43




---



##### Table of Contents



Our Cash Available for Distribution
  Northwests Cash Available for Distribution
   Factors that Impact Northwests Business
    Northwests Operations
  Transportation Services.
 44




---



##### Table of Contents



Storage Services.
 Outlook
  
    
    Northwest has no significant debt maturities until 2016.
    
    As of December 31, 2009, Northwest has approximately $66.8 million of available cash from
return of advances made to affiliates and available capacity under its Credit Facility.
(See further discussion in Managements Discussion and Analysis of Financial Condition and
Northwests Results of Operations  Method of Financing.)
    
    A significant portion of Northwests transportation and storage services are provided
pursuant to long-term firm contracts that obligate its customers to pay Northwest monthly
capacity reservation fees regardless of the amount of pipeline or storage capacity actually
utilized by a customer.
  Critical Accounting Policies, Estimates, Judgments and Sensitivities
  45




---



##### Table of Contents



Regulatory Accounting
  Contingencies
  Environmental Liabilities
  Northwests Results of Operations
  46




---



##### Table of Contents



Analysis of Financial Results
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(Thousands of dollars)Income Statement Data:Operating revenues
    
    $
    434,379
    
    
    $
    434,854
    
    
    $
    421,851Operating expenses:General and administrative
    
    
    64,657
    
    
    
    60,403
    
    
    
    65,772Operation and maintenance
    
    
    71,085
    
    
    
    72,831
    
    
    
    66,847Depreciation
    
    
    86,373
    
    
    
    86,184
    
    
    
    84,731Regulatory credits
    
    
    (2,403
    )
    
    
    (2,617
    )
    
    
    (3,663
    )Taxes, other than income taxes
    
    
    14,158
    
    
    
    16,875
    
    
    
    13,997Regulatory liability reversal
    
    
    
    
    
    
    
    
    
    
    (16,562
    )Total operating expenses
    
    
    233,870
    
    
    
    233,676
    
    
    
    211,122Operating income
    
    
    200,509
    
    
    
    201,178
    
    
    
    210,729Other income
- net
    
    
    1,951
    
    
    
    1,623
    
    
    
    25,437Interest charges:Interest on long-term debt
    
    
    44,439
    
    
    
    42,290
    
    
    
    46,828Other interest
    
    
    5,414
    
    
    
    5,571
    
    
    
    5,585Allowance for borrowed funds used during construction
    
    
    (1,044
    )
    
    
    (431
    )
    
    
    (1,306
    )Total interest charges
    
    
    48,809
    
    
    
    47,430
    
    
    
    51,107Income before income taxes
    
    
    153,651
    
    
    
    155,371
    
    
    
    185,059Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    (254,667
    )Net income
    
    $
    153,651
    
    
    $
    155,371
    
    
    $
    439,726
 Years Ended December 31, 2008 and 2009
      47




---



##### Table of Contents



Years Ended December 31, 2007 and 2008
        Capital Resources and Liquidity of Northwest
   48




---



##### Table of Contents



Sources (Uses) of Cash
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Thousands of dollars)Net cash provided (used) by:Operating activities
    
    $
    234,798
    
    
    $
    239,014
    
    
    $
    205,357Financing activities
    
    
    (83,608
    )
    
    
    (126,848
    )
    
    
    (142,523
    )Investing activities
    
    
    (151,133
    )
    
    
    (112,318
    )
    
    
    (63,826
    )Increase (decrease) in cash and cash equivalents
    
    $
    57
    
    
    $
    (152
    )
    
    $
    (992
    )
 Operating Activities
   Financing Activities
  
    
    Northwest paid distributions of $135.0 million to its partners.
    
    Northwest received $49.2 million in capital contributions from Williams for the CHC
Project.
  
    
    Northwest issued $250 million aggregate principal amount of 6.05 percent senior unsecured
notes due 2018.
    
    Northwest repaid the $250 million borrowed under the Williams revolving credit agreement
in 2007.
    
    Northwest received proceeds of $300.9 million from the sale of partnership interest.
    
    Northwest paid distributions of $419.3 million to its partners.
  
    
    Northwest issued $185 million aggregate principal amount of 5.95 percent senior unsecured
notes due 2017.
    
    Northwest borrowed $250 million under the Williams revolving credit agreement.
    
    Northwest retired $175 million of 8.125 percent senior unsecured notes due 2010.
 49




---



##### Table of Contents




    
    Northwest retired $250 million of 6.625 percent senior unsecured notes due 2007.
    
    Northwest paid distributions of $109.8 million to Williams.
 Investing Activities
  
    
    Capital expenditures totaled $152.6 million, primarily related to normal maintenance and
compliance projects and the CHC Project.
  
    
    Capital expenditures totaled $88.5 million, primarily related to normal maintenance and
compliance and the expansion of the Jackson Prairie storage facility.
    
    Northwest advanced $26.9 million to Williams.
  
    
    Capital expenditures totaled $156.8 million, primarily related to normal maintenance and
compliance.
    
    Northwest received $79.8 million of proceeds from the sale of the Parachute Lateral to an
affiliate.
    
    Northwest received $10.9 million repayment of advances made to Williams.
 Method of Financing
 Working Capital
    Short-Term Liquidity
    50




---



##### Table of Contents



Credit Agreement
       51




---



##### Table of Contents



Long-Term Financing
  Capital Requirements
    Credit Ratings
  Moodys Investors Service
    
    Baa2Standard and Poors
    
    BBBFitch Ratings
    
    BBB
   52




---



##### Table of Contents



Other
 Contractual Obligations
  2010
    
    
    2011-2012
    
    
    2013-2014
    
    
    Thereafter
    
    
    TotalLong-term debt, including current portion:Principal
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    695.0
    
    
    $
    695.0Interest
    
    
    44.4
    
    
    
    88.9
    
    
    
    88.9
    
    
    
    165.5
    
    
    
    387.7Operating leases
    
    
    2.3
    
    
    
    4.6
    
    
    
    4.5
    
    
    
    11.8
    
    
    
    23.2Purchase obligations:Natural gas purchase, storage, transportation and construction
    
    
    27.1
    
    
    
    4.6
    
    
    
    4.1
    
    
    
    
    
    
    
    35.8Other
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    6.7
    
    
    
    7.4Other long-term liabilities, including current portion(1)(2)
    
    
    1.5
    
    
    
    3.0
    
    
    
    3.3
    
    
    
    
    
    
    
    7.8Total
    
    $
    75.4
    
    
    $
    101.4
    
    
    $
    101.1
    
    
    $
    879.0
    
    
    $
    1,156.9
 
 (1)
    
    Does not include estimated settlement of asset retirement obligations.
(See Item 8. Financial Statements and Supplementary Data  Northwest
Pipeline GP Notes to Consolidated Financial Statements: Note 10. Asset
Retirement Obligations.)(2)
    
    Does not include non-current regulatory liabilities comprised of
negative salvage and other postretirement benefits. (See Item 8.
Financial Statements and Supplementary Data  Northwest Pipeline GP
Notes to Consolidated Financial Statements: Note 11. Regulatory Assets
and Liabilities.) Off-Balance Sheet Arrangements
  Impact of Inflation
  53




---



##### Table of Contents



Environmental Matters
  Safety Matters
  Legal Matters
  Regulatory Proceedings
  Summary
  Liquidity and Capital Resources of Williams Pipeline Partners L.P.
   54




---



##### Table of Contents



Northwest Distributions
  Capital Contributions from Williams
  Credit Facility
  Cash Distributions to Unitholders
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
  December 31, 2009Fixed rates on long-term debt:5.95% senior unsecured notes due 2017
    
    $
    185,0006.05% senior unsecured notes due 2018
    
    
    250,0007.00% senior unsecured notes due 2016
    
    
    175,0007.125% senior unsecured notes due 2025
    
    
    85,000695,000Unamortized debt discount
    
    
    1,563Total long-term debt
    
    $
    693,437
  Credit Risk
  55




---



##### Table of Contents



Market Risk
  56




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 Index to Financial Statements
 PageWilliams Pipeline Partners L.P.Managements Report on Internal Control Over Financial Reporting
    
    
    58Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
    
    
    59Report of Independent Registered Public Accounting Firm
    
    
    60Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007
    
    
    61Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    62Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    63Consolidated Statement of Partners Capital for the years ended December 31, 2009, 2008 and 2007
    
    
    64Notes to Consolidated Financial Statements
    
    
    65Northwest Pipeline GPManagements Report on Internal Control Over Financial Reporting
    
    
    71Report of Independent Registered Public Accounting Firm
    
    
    72Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007
    
    
    73Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    74Consolidated Statements of Owners Equity for the years ended December 31, 2009, 2008 and 2007
    
    
    75Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007
    
    
    76Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    77Notes to Consolidated Financial Statements
    
    
    78
 57




---



##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
   Internal
Control  Integrated Framework.
      58




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
         
 59




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        
 60




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENTS OF INCOME
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Predecessor)(Thousands of dollars, except per-unit amounts)General and administrative expense
    
    $
    2,915
    
    
    $
    2,520
    
    
    $
    Earnings from Northwest Pipeline GP through January 23, 2008 (Predecessor)
    
    
    
    
    
    
    4,002
    
    
    
    153,904Equity earnings from investment in Northwest Pipeline GP after January 23, 2008
    
    
    53,778
    
    
    
    50,378
    
    
    
    Interest expense  affiliate
    
    
    (50
    )
    
    
    (47
    )
    
    
    Interest income
    
    
    8
    
    
    
    67
    
    
    
    Net income
    
    $
    50,821
    
    
    $
    51,880
    
    
    $
    153,904Allocation of net income used for earnings per unit calculation:Net income
    
    $
    50,821
    
    
    $
    51,880Net income applicable to the period through January 23, 2008
    
    
    
    
    
    
    4,002Net income applicable to the period after January 23, 2008
    
    
    50,821
    
    
    
    47,878Allocation of net loss to general partner
    
    
    (432
    )
    
    
    (879
    )Allocation of net income to limited partners
    
    $
    51,253
    
    
    $
    48,757Basic and diluted net income per limited partner unit:Common units
    
    $
    1.53
    
    
    $
    1.45Subordinated units
    
    $
    1.53
    
    
    $
    1.45Weighted average number of units outstanding:Common units
    
    
    22,607,430
    
    
    
    22,606,010Subordinated units
    
    
    10,957,900
    
    
    
    10,957,900
  61




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008(Restated)(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,114
    
    
    $
    7,760Prepaid expense
    
    
    193
    
    
    
    184Total current assets
    
    
    8,307
    
    
    
    7,944Investment in Northwest Pipeline GP
    
    
    441,608
    
    
    
    435,103Total assets
    
    $
    449,915
    
    
    $
    443,047LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    419
    
    
    $
    671Affiliate
    
    
    124
    
    
    
    424Total current liabilities
    
    
    543
    
    
    
    1,095Contingent liabilities and commitmentsPartners capital:Common unitholders (22,607,430 units outstanding at December 31, 2009 and 2008)
    
    
    296,932
    
    
    
    292,015Subordinated unitholders (10,957,900 units outstanding at December 31, 2009 and 2008)
    
    
    143,513
    
    
    
    141,136Accumulated other comprehensive loss
    
    
    (42
    )
    
    
    (20
    )General partner
    
    
    8,969
    
    
    
    8,821Total partners capital
    
    
    449,372
    
    
    
    441,952Total liabilities and partners capital
    
    $
    449,915
    
    
    $
    443,047
  62




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Predecessor)(Thousands of dollars)OPERATING ACTIVITIES:Net income
    
    $
    50,821
    
    
    $
    51,880
    
    
    $
    153,904Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP
    
    
    (53,778
    )
    
    
    (54,380
    )
    
    
    (153,904
    )Distributions related to equity earnings from investment in Northwest Pipeline GP
    
    
    47,250
    
    
    
    41,454
    
    
    
    Cash provided (used) by changes in assets and liabilities:Other current assets
    
    
    (9
    )
    
    
    (184
    )
    
    
    Accounts payable
    
    
    (552
    )
    
    
    1,095
    
    
    
    Other
    
    
    13
    
    
    
    114
    
    
    
    Net cash provided by operating activities
    
    
    43,745
    
    
    
    39,979
    
    
    
    INVESTING ACTIVITIES:Purchase of 15.9% general partnership interest in Northwest Pipeline GP
    
    
    
    
    
    
    (300,900
    )
    
    
    Net cash used by investing activities
    
    
    
    
    
    
    (300,900
    )
    
    
    FINANCING ACTIVITIES:Distributions paid
    
    
    (44,891
    )
    
    
    (34,896
    )
    
    
    Proceeds from sale of common units
    
    
    
    
    
    
    336,520
    
    
    
    Offering costs
    
    
    
    
    
    
    (3,797
    )
    
    
    Redemption of common units held by general partner
    
    
    
    
    
    
    (31,020
    )
    
    
    Contribution pursuant to the omnibus agreement
    
    
    1,500
    
    
    
    1,874
    
    
    
    Net cash provided by financing activities
    
    
    (43,391
    )
    
    
    268,681
    
    
    
    Increase in cash and cash equivalents
    
    
    354
    
    
    
    7,760
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    7,760
    
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    8,114
    
    
    $
    7,760
    
    
    $
    SCHEDULE OF NONCASH FINANCING ACTIVITIES:Contribution of 19.1% in Northwest Pipeline GP
    
    $
    
    
    
    $
    (115,020
    )
    
    $
    Issuance of units to Williams Pipeline GP LLC
    
    
    
    
    
    
    115,020
    
    
    
    
  63




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 AccumulatedPre-IPO
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalOwners
    
    
    Limited Partner
    
    
    General
    
    
    Comprehensive
    
    
    PartnersEquity
    
    
    Common
    
    
    Subordinated
    
    
    Partner
    
    
    Income
    
    
    Capital(Thousands of dollars)(Unaudited)Balance  January 1, 2007
(Predecessor) (Restated)
    
    $
    306,660
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    306,660Net income
    
    
    153,904
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153,904Cash distributions
    
    
    (38,420
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,420
    )Other comprehensive income:Gain (loss) on cash flow hedges, net of reclassification
adjustments
    
    
    (22
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22
    )Elimination of deferred income taxes
    
    
    77
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77Balance  December 31, 2007 (Predecessor) (Restated)
    
    
    422,199
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422,199Net income attributable to the period through January
23, 2008
    
    
    4,002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,002Pre-IPO distribution
    
    
    (3,088
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,088
    )Distribution of Pre-IPO funds made in April 2008
    
    
    (2,723
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,723
    )Other comprehensive loss attributable to the period
through January 23, 2008
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Balance  January 23, 2008 (Predecessor) (Restated)
    
    
    420,388
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420,388Contribution of net assets of predecessor companies
    
    
    (115,020
    )
    
    
    (26,392
    )
    
    
    133,094
    
    
    
    8,318
    
    
    
    
    
    
    
    Adjustment to contribution of net assets of predecessor
companies
    
    
    2,723
    
    
    
    (1,798
    )
    
    
    (871
    )
    
    
    (54
    )
    
    
    
    
    
    
    Restatement adjustment to contribution of net assets of
predecessor companies
    
    
    (7,191
    )
    
    
    4,746
    
    
    
    2,301
    
    
    
    144
    
    
    
    
    
    
    
    Purchase of 15.9% general partnership interest in
Northwest Pipeline GP
    
    
    (300,900
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300,900
    )Issuance of units to public
    
    
    
    
    
    
    336,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,520Offering costs
    
    
    
    
    
    
    (3,797
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,797
    )Redemption of common units by general partner
    
    
    
    
    
    
    (31,020
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,020
    )Other comprehensive income attributable to the period
January 24 through December 31, 2008:Net unrealized gain on cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    (20
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Net income attributable to the period January 24 through
December 31, 2008
    
    
    
    
    
    
    32,839
    
    
    
    15,918
    
    
    
    (879
    )
    
    
    
    
    
    
    47,878Cash distributions
    
    
    
    
    
    
    (19,197
    )
    
    
    (9,306
    )
    
    
    (582
    )
    
    
    
    
    
    
    (29,085
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,874
    
    
    
    
    
    
    
    1,874Other
    
    
    
    
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114Balance  December 31, 2008 (Restated)
    
    
    
    
    
    
    292,015
    
    
    
    141,136
    
    
    
    8,821
    
    
    
    (20
    )
    
    
    441,952Net income
    
    
    
    
    
    
    34,521
    
    
    
    16,732
    
    
    
    (432
    )
    
    
    
    
    
    
    50,821Other comprehensive income:Net unrealized gain on cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22
    )
    
    
    (22
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22
    )Cash distributions
    
    
    
    
    
    
    (29,616
    )
    
    
    (14,355
    )
    
    
    (920
    )
    
    
    
    
    
    
    (44,891
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,500
    
    
    
    
    
    
    
    1,500Other
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Balance  December 31, 2009
    
    $
    
    
    
    $
    296,932
    
    
    $
    143,513
    
    
    $
    8,969
    
    
    $
    (42
    )
    
    $
    449,372
  64




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization and Basis of Presentation
       Note 2. Restatement
   65




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 3. Subsequent Event
  Note 4. Summary of Significant Accounting Policies
 Use of Estimates.
 Investments.
 Impairment of Investments.
 Income Taxes.
 Cash and Cash Equivalents.
 66




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 5. Allocation of Net Income and Distributions
  Years Ended December 31,2009
    
    
    2008Allocation to general partner:Net income
    
    $
    50,821
    
    
    $
    47,878Charges direct to general partner:Reimbursable general and administrative costs
    
    
    1,500
    
    
    
    1,874Income subject to 2% allocation of general partner interest
    
    
    52,321
    
    
    
    49,752General partners share of net income
    
    
    2.0
    %
    
    
    2.0
    %General partners allocated share of net income before items directly allocable to general partner interest
    
    
    1,046
    
    
    
    995Incentive distributions paid to general partner
    
    
    22
    
    
    
    Direct charges to general partner
    
    
    (1,500
    )
    
    
    (1,874
    )Net loss allocated to general partner
    
    $
    (432
    )
    
    $
    (879
    )Net income
    
    $
    50,821
    
    
    $
    47,878Net loss allocated to general partner
    
    
    (432
    )
    
    
    (879
    )Net income allocated to limited partners
    
    $
    51,253
    
    
    $
    48,757
    General PartnerIncentivePer Unit
    
    Common
    
    Subordinated
    
    
    
    
    
    Distribution
    
    Total CashPayment Date
    
    Distribution
    
    Units
    
    Units
    
    2%
    
    Rights
    
    Distribution5/15/2008
    
    $
    0.2242
    
    
    $
    5,068
    
    
    $
    2,457
    
    
    $
    154
    
    
    $
    
    
    
    $
    7,6798/14/2008
    
    
    0.3100
    
    
    
    7,008
    
    
    
    3,397
    
    
    
    212
    
    
    
    
    
    
    
    10,61711/14/2008
    
    
    0.3150
    
    
    
    7,121
    
    
    
    3,452
    
    
    
    216
    
    
    
    
    
    
    
    10,7892/13/2009
    
    
    0.3200
    
    
    
    7,234
    
    
    
    3,507
    
    
    
    219
    
    
    
    
    
    
    
    10,9605/15/2009
    
    
    0.3250
    
    
    
    7,347
    
    
    
    3,561
    
    
    
    223
    
    
    
    
    
    
    
    11,1318/14/2009
    
    
    0.3300
    
    
    
    7,461
    
    
    
    3,616
    
    
    
    226
    
    
    
    
    
    
    
    11,30311/13/2009
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,4972/12/2010(a)
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,497
 
 (a)
    
    The board of directors of our general partner declared this cash
distribution on January 25, 2010 to be paid on February 12, 2010 to
unitholders of record at the close of business on February 5, 2010. Subordinated units.
 67




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 6. Credit Facilities
  Note 7. Related Party Transactions
   Note 8. Comprehensive Income
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(Predecessor)
    
    
    (Predecessor)(Restated)
    
    
    (Restated)(Thousands of dollars)Net income
    
    $
    50,821
    
    
    $
    51,880
    
    
    $
    153,904Reclassification of cash flow hedge gain into earnings
    
    
    (22
    )
    
    
    (22
    )
    
    
    (22
    )Elimination of deferred income taxes
    
    
    
    
    
    
    
    
    
    
    77Total comprehensive income
    
    $
    50,799
    
    
    $
    51,858
    
    
    $
    153,959
 68




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 9. Equity Investments
  Northwest
 Years Ended December 31,2009
    
    2008
    
    2007(Thousands of dollars)Income Statement Data:Operating revenues
    
    $
    434,379
    
    
    $
    434,854
    
    
    $
    421,851Net income
    
    
    153,651
    
    
    
    155,371
    
    
    
    439,726
    (A)Cash Distributions
    
    
    135,000
    
    
    
    419,342
    
    
    
    109,770Balance Sheet Data (at period end):Total assets (B)
    
    
    2,081,277
    
    
    
    2,078,812
    
    
    
    2,033,596Long-term debt, including current maturities
    
    
    693,437
    
    
    
    693,240
    
    
    
    693,736Total Partners equity (B)
    
    
    1,207,150
    
    
    
    1,210,547
    
    
    
    1,177,098
 Note:
 
 (A)
    
    Through September 30, 2007, Northwest used the liability method of
accounting for income taxes which required, among other things,
provisions for all temporary differences between the financial basis
and the tax basis in Northwests assets and liabilities and
adjustments to the existing deferred tax balances for changes in tax
rates. Following Northwests conversion to a general partnership on
October 1, 2007, Northwest is no longer subject to income tax. On
October 1, 2007, Northwest reversed to income deferred income tax
liabilities of approximately $311.8 million and $0.2 million of
deferred income tax assets to comprehensive income.(B)
    
    Northwests financial statements have been restated due to the manner
in which it presented and recognized pension and postretirement
obligations in certain benefit plans for which Williams is the plan
sponsor. Northwest previously recorded Williams-allocated amounts
related to these plans on a single-employer basis rather than a
multi-employer accounting model. As the plan assets are not legally
segregated and Northwest is not contractually required to assume these
obligations upon withdrawal, Northwest has now concluded that the
appropriate accounting model for these historical financial statements
is a multi-employer model. Accordingly, our 2007, 2008, and 2009
summarized results for Northwest have been restated to reflect the change in
accounting treatment. 69




---



##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 10. Quarterly Information (Unaudited)
  Quarter of 2009First
    
    Second
    
    Third
    
    FourthEquity earnings from investment in Northwest
    
    $
    14,318
    
    
    $
    12,307
    
    
    $
    13,391
    
    
    $
    13,762Net income
    
    
    13,655
    
    
    
    11,560
    
    
    
    12,480
    
    
    
    13,126Basic and diluted net income per limited partner unit:Common units
    
    
    0.41
    
    
    
    0.35
    
    
    
    0.38
    
    
    
    0.39Subordinated units
    
    
    0.41
    
    
    
    0.35
    
    
    
    0.38
    
    
    
    0.39
 Quarter of 2008First
    
    Second
    
    Third
    
    FourthEquity earnings from investment in Northwest
    
    $
    13,355
    (a)
    
    $
    12,490
    
    
    $
    14,433
    
    
    $
    14,102Net income
    
    
    12,855
    (a)
    
    
    11,867
    
    
    
    13,863
    
    
    
    13,295Basic and diluted net income per limited partner unit:Common units
    
    
    0.27
    
    
    
    0.36
    
    
    
    0.42
    
    
    
    0.40Subordinated units
    
    
    0.27
    
    
    
    0.36
    
    
    
    0.42
    
    
    
    0.40
 
 (a)
    
    Net income and equity earnings from investment in Northwest for the
first quarter of 2008 include $4,002 of Predecessor equity earnings
from investment in Northwest Pipeline GP, representing the first
twenty-three days of January 2008. Note 11. Disclosures About the Fair Value of Financial Instruments
  Cash, cash equivalents
 70




---



##### Table of Contents



NORTHWESTS MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          71




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 72




---



##### Table of Contents



NORTHWEST PIPELINE GP
 CONSOLIDATED STATEMENTS OF INCOME
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Thousands of dollars)OPERATING REVENUES
    
    $
    434,379
    
    
    $
    434,854
    
    
    $
    421,851OPERATING EXPENSES:General and administrative
    
    
    64,657
    
    
    
    60,403
    
    
    
    65,772Operation and maintenance
    
    
    71,085
    
    
    
    72,831
    
    
    
    66,847Depreciation
    
    
    86,373
    
    
    
    86,184
    
    
    
    84,731Regulatory credits
    
    
    (2,403
    )
    
    
    (2,617
    )
    
    
    (3,663
    )Taxes, other than income taxes
    
    
    14,158
    
    
    
    16,875
    
    
    
    13,997Regulatory liability reversal
    
    
    
    
    
    
    
    
    
    
    (16,562
    )Total operating expenses
    
    
    233,870
    
    
    
    233,676
    
    
    
    211,122Operating income
    
    
    200,509
    
    
    
    201,178
    
    
    
    210,729OTHER INCOME  net:Interest income Affiliated
    
    
    74
    
    
    
    813
    
    
    
    2,983Other
    
    
    16
    
    
    
    6
    
    
    
    2,681Allowance for equity funds used during construction
    
    
    1,996
    
    
    
    812
    
    
    
    2,091Miscellaneous other income (expense), net
    
    
    (135
    )
    
    
    (8
    )
    
    
    (517
    )Contract termination income
    
    
    
    
    
    
    
    
    
    
    18,199Total other income  net
    
    
    1,951
    
    
    
    1,623
    
    
    
    25,437INTEREST CHARGES:Interest on long-term debt
    
    
    44,439
    
    
    
    42,290
    
    
    
    46,828Other interest
    
    
    5,414
    
    
    
    5,571
    
    
    
    5,585Allowance for borrowed funds used during construction
    
    
    (1,044
    )
    
    
    (431
    )
    
    
    (1,306
    )Total interest charges
    
    
    48,809
    
    
    
    47,430
    
    
    
    51,107INCOME BEFORE INCOME TAXES
    
    
    153,651
    
    
    
    155,371
    
    
    
    185,059PROVISION (BENEFIT) FOR INCOME TAXES (Note 7)
    
    
    
    
    
    
    
    
    
    
    (254,667
    )NET INCOME
    
    $
    153,651
    
    
    $
    155,371
    
    
    $
    439,726CASH DISTRIBUTIONS/DIVIDENDS
    
    $
    135,000
    
    
    $
    419,342
    
    
    $
    109,770
  73




---



##### Table of Contents



NORTHWEST PIPELINE GP
 CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008(Restated)(Thousands of dollars)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    402
    
    
    $
    345Advances to affiliate
    
    
    
    
    
    
    65,977Accounts receivable Trade
    
    
    40,442
    
    
    
    40,116Affiliated companies
    
    
    4,514
    
    
    
    1,230Materials and supplies, less reserves of $11 for 2009 and $111 for 2008
    
    
    9,960
    
    
    
    9,817Exchange gas due from others
    
    
    4,089
    
    
    
    17,000Exchange gas offset
    
    
    10,288
    
    
    
    Prepayments and other
    
    
    4,241
    
    
    
    5,985Total current assets
    
    
    73,936
    
    
    
    140,470PROPERTY, PLANT AND EQUIPMENT, at cost
    
    
    2,887,021
    
    
    
    2,765,520Less  Accumulated depreciation
    
    
    950,708
    
    
    
    901,613Total property, plant and equipment, net
    
    
    1,936,313
    
    
    
    1,863,907OTHER ASSETS:Deferred charges
    
    
    13,996
    
    
    
    18,853Regulatory assets
    
    
    57,032
    
    
    
    55,582Total other assets
    
    
    71,028
    
    
    
    74,435Total assets
    
    $
    2,081,277
    
    
    $
    2,078,812LIABILITIES AND OWNERS EQUITYCURRENT LIABILITIES:Accounts payable Trade
    
    $
    17,552
    
    
    $
    12,172Affiliated companies
    
    
    12,136
    
    
    
    6,484Accrued liabilities Taxes, other than income taxes
    
    
    8,176
    
    
    
    10,019Interest
    
    
    4,045
    
    
    
    4,045Employee costs
    
    
    9,435
    
    
    
    10,426Exchange gas due to others
    
    
    14,377
    
    
    
    12,165Exchange gas offset
    
    
    
    
    
    
    4,835Other
    
    
    5,839
    
    
    
    8,784Total current liabilities
    
    
    71,560
    
    
    
    68,930LONG-TERM DEBT
    
    
    693,437
    
    
    
    693,240DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES
    
    
    109,130
    
    
    
    106,095CONTINGENT LIABILITIES AND COMMITMENTSOWNERS EQUITY:Owners capital
    
    
    1,027,862
    
    
    
    978,682Loan to affiliate
    
    
    (105,431
    )
    
    
    (34,265
    )Retained earnings
    
    
    284,319
    
    
    
    265,668Accumulated other comprehensive income
    
    
    400
    
    
    
    462Total owners equity
    
    
    1,207,150
    
    
    
    1,210,547Total liabilities and owners equity
    
    $
    2,081,277
    
    
    $
    2,078,812
  74




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 CONSOLIDATED STATEMENTS OF OWNERS EQUITY
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Restated)
    
    
    (Restated)(Thousands of dollars, except per share amounts)Common stock, par value $1 per share, authorized, 1,000 sharesBalance at beginning of period, outstanding, 1,000 shares for 2007
    
    $
    
    
    
    $
    
    
    
    $
    1Conversion to GP
    
    
    
    
    
    
    
    
    
    
    (1
    )Balance at end of period
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital Balance at beginning of period
    
    
    
    
    
    
    
    
    
    
    977,021Conversion to GP
    
    
    
    
    
    
    
    
    
    
    (977,021
    )Balance at end of period
    
    
    
    
    
    
    
    
    
    
    Partners capital Balance at beginning of period
    
    
    978,682
    
    
    
    977,022
    
    
    
    Capital contribution from partner
    
    
    49,180
    
    
    
    1,660
    
    
    
    Conversion to GP
    
    
    
    
    
    
    
    
    
    
    977,022Balance at end of period
    
    
    1,027,862
    
    
    
    978,682
    
    
    
    977,022Loans (to)
from affiliate Balance at beginning of period
    
    
    (34,265
    )
    
    
    (29,186
    )
    
    
    (29,364
    )Loans (to) from affiliate
    
    
    (71,166
    )
    
    
    (5,079
    )
    
    
    178Balance at end of period
    
    
    (105,431
    )
    
    
    (34,265
    )
    
    
    (29,186
    )Retained earnings (deficit) Balance at beginning of period
    
    
    265,668
    
    
    
    228,739
    
    
    
    (101,214
    )Net income
    
    
    153,651
    
    
    
    155,371
    
    
    
    439,726Cash distributions
    
    
    (135,000
    )
    
    
    (419,342
    )
    
    
    (109,770
    )Sale of partnership interest
    
    
    
    
    
    
    300,900
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (3
    )Balance at end of period
    
    
    284,319
    
    
    
    265,668
    
    
    
    228,739Accumulated other comprehensive income (loss) Balance at beginning of period
    
    
    462
    
    
    
    523
    
    
    
    365Cash flow hedges:Reclassification of gain into earnings
    
    
    (62
    )
    
    
    (61
    )
    
    
    (62
    )Elimination of deferred income taxes
    
    
    
    
    
    
    
    
    
    
    220Balance at end of period
    
    
    400
    
    
    
    462
    
    
    
    523Total owners equity
    
    $
    1,207,150
    
    
    $
    1,210,547
    
    
    $
    1,177,098
  75




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Restated)
    
    
    (Restated)(Thousands of dollars)Net Income
    
    $
    153,651
    
    
    $
    155,371
    
    
    $
    439,726Cash Flow Hedges:Amortization of cash flow hedges
    
    
    (62
    )
    
    
    (61
    )
    
    
    (62
    )Elimination of deferred income taxes
    
    
    
    
    
    
    
    
    
    
    220Total comprehensive income
    
    $
    153,589
    
    
    $
    155,310
    
    
    $
    439,884
  76




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2009
    
    
    2008
    
    
    2007(Restated)
    
    
    (Restated)(Thousands of dollars)OPERATING ACTIVITIES:Net Income
    
    $
    153,651
    
    
    $
    155,371
    
    
    $
    439,726Adjustments to reconcile to net cash provided by operating activities Depreciation
    
    
    86,373
    
    
    
    86,184
    
    
    
    84,731Regulatory credits
    
    
    (2,403
    )
    
    
    (2,617
    )
    
    
    (3,663
    )Gain on sale of property, plant and equipment
    
    
    (508
    )
    
    
    (378
    )
    
    
    Provision (benefit) for deferred income taxes
    
    
    
    
    
    
    
    
    
    
    (289,229
    )Amortization of deferred charges and credits
    
    
    12,561
    
    
    
    8,589
    
    
    
    9,783Allowance for equity funds used during construction
    
    
    (1,996
    )
    
    
    (812
    )
    
    
    (2,091
    )Reserve for doubtful accounts
    
    
    
    
    
    
    (7
    )
    
    
    (46
    )Regulatory liability reversal
    
    
    
    
    
    
    
    
    
    
    (16,562
    )Contract termination income
    
    
    
    
    
    
    
    
    
    
    (6,045
    )Cash provided (used) by changes in current assets and liabilities:Trade accounts receivable
    
    
    (326
    )
    
    
    580
    
    
    
    (8,413
    )Affiliated receivables, including income taxes in 2007
    
    
    (3,284
    )
    
    
    2,284
    
    
    
    (2,923
    )Exchange gas due from others
    
    
    2,623
    
    
    
    4,583
    
    
    
    (1,654
    )Materials and supplies
    
    
    (143
    )
    
    
    527
    
    
    
    (331
    )Other current assets
    
    
    1,744
    
    
    
    943
    
    
    
    1,017Trade accounts payable
    
    
    (828
    )
    
    
    (2,599
    )
    
    
    4,653Affiliated payables, including income taxes in 2007
    
    
    275
    
    
    
    (6,572
    )
    
    
    (5,259
    )Exchange gas due to others
    
    
    (2,623
    )
    
    
    (4,583
    )
    
    
    1,654Other accrued liabilities
    
    
    (533
    )
    
    
    3,083
    
    
    
    2,105Changes in noncurrent assets and liabilities:Deferred charges
    
    
    (4,580
    )
    
    
    (423
    )
    
    
    (9,769
    )Other deferred credits
    
    
    (5,205
    )
    
    
    (5,139
    )
    
    
    7,673Net cash provided by operating activities
    
    
    234,798
    
    
    
    239,014
    
    
    
    205,357FINANCING ACTIVITIES:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    249,333
    
    
    
    434,362Retirement of long-term debt
    
    
    
    
    
    
    (250,000
    )
    
    
    (252,867
    )Early retirement of long-term debt
    
    
    
    
    
    
    
    
    
    
    (175,000
    )Debt issuance costs
    
    
    
    
    
    
    (2,027
    )
    
    
    (2,059
    )Premium on early retirement of long-term debt
    
    
    
    
    
    
    
    
    
    
    (7,111
    )Capital contribution from parent
    
    
    49,180
    
    
    
    1,660
    
    
    
    Proceeds from sale of partnership interest
    
    
    
    
    
    
    300,900
    
    
    
    Distributions paid
    
    
    (135,000
    )
    
    
    (419,342
    )
    
    
    (109,770
    )Changes in cash overdrafts
    
    
    2,212
    
    
    
    (7,372
    )
    
    
    (30,078
    )Net cash used in financing activities
    
    
    (83,608
    )
    
    
    (126,848
    )
    
    
    (142,523
    )INVESTING ACTIVITIES:Property, plant and equipment Capital expenditures*
    
    
    (152,580
    )
    
    
    (88,478
    )
    
    
    (156,761
    )Proceeds from sales
    
    
    2,234
    
    
    
    3,065
    
    
    
    2,257Proceeds from sale of Parachute facilities
    
    
    
    
    
    
    
    
    
    
    79,770Repayments from (advances to) affiliates
    
    
    (787
    )
    
    
    (26,905
    )
    
    
    10,908Net cash used in investing activities
    
    
    (151,133
    )
    
    
    (112,318
    )
    
    
    (63,826
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    57
    
    
    
    (152
    )
    
    
    (992
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    345
    
    
    
    497
    
    
    
    1,489CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    402
    
    
    $
    345
    
    
    $
    497*       Increases to property, plant and equipment
    
    $
    (156,576
    )
    
    $
    (78,566
    )
    
    $
    (157,163
    )Changes in related accounts payable and accrued liabilities
    
    
    3,996
    
    
    
    (9,912
    )
    
    
    402Capital expenditures
    
    $
    (152,580
    )
    
    $
    (88,478
    )
    
    $
    (156,761
    )Supplemental disclosures of non-cash transactions:Adjustment to owners equity for benefit plans correction
    
    $
    (4,402
    )
    
    $
    (5,079
    )
    
    $
    178Advances to affiliates reclassified to owners equity
    
    
    66,764
    
    
    
    
    
    
    
    
  77




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Summary of Significant Accounting Policies
 Corporate Structure and Control
       Nature of Operations
  Regulatory Accounting
  78




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Basis of Presentation
  Use of Estimates
   Property, Plant and Equipment
     79




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Allowance for Borrowed and Equity Funds Used During Construction
   Regulatory Allowance for Equity Funds Used During Construction
  Advances to Affiliates
   Accounts Receivable and Allowance for Doubtful Receivables
  80




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Materials and Supplies Inventory
   Impairment of Long-Lived Assets
   Income Taxes
   Deferred Charges
  Cash and Cash Equivalents
  Revenue Recognition
  81




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Environmental Matters
  Interest Payments
  Subsequent Events
  Accounting Standards Issued But Not Yet Adopted
   82




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Change in Accounting Estimate
  Note 2. Restatement
   83




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,2008(Thousands ofdollars)Consolidated Balance Sheet:Deferred charges, as previously reported
    
    $
    22,213Correction to remove benefit plan assets
    
    
    3,360Deferred charges, as restated
    
    $
    18,853Total other assets, as previously reported
    
    $
    77,795Correction to remove benefit plan assets
    
    
    3,360Total other assets, as restated
    
    $
    74,435Total assets, as previously reported
    
    $
    2,082,172Correction to remove benefit plan assets
    
    
    3,360Total assets, as restated
    
    $
    2,078,812Accrued Liabilities Employee costs, as previously reported
    
    $
    10,505Correction to remove benefit plan liabilities
    
    
    79Employee costs, as restated
    
    $
    10,426Total current liabilities, as previously reported
    
    $
    69,009Correction to remove benefit plan liabilities
    
    
    79Total current liabilities, as restated
    
    $
    68,930Deferred credits and other noncurrent liabilities, as previously reported
    
    $
    135,209Correction to remove benefit plan liabilities
    
    
    29,114Deferred credits and other noncurrent liabilities, as restated
    
    $
    106,095Loan to affiliate, as previously reported
    
    $
    Correction to remove benefit plan assets and liabilities
    
    
    34,265Loan to affiliate, as restated
    
    $
    (34,265
    )Accumulated other comprehensive loss, as previously reported
    
    $
    (59,636
    )Correction to remove benefit plans
    
    
    (60,098
    )Accumulated other comprehensive income, as restated
    
    $
    462Total owners equity, as previously reported
    
    $
    1,184,714Correction to remove benefit plan assets, liabilities, and other
comprehensive loss
    
    
    (25,833
    )Total owners equity, as restated
    
    $
    1,210,547Total liabilities and owners equity, as previously reported
    
    $
    2,082,172Correction to remove benefit plan assets, liabilities, and other
comprehensive loss
    
    
    3,360Total liabilities and owners equity, as restated
    
    $
    2,078,812
 84




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Years Ended December 31,2008
    
    
    2007(Thousands of dollars)Consolidated Statements of Owners Equity:Loan to affiliate Balance at beginning of period, as previously reported
    
    $
    
    
    
    $
    Cumulative amount of benefit plans correction
    
    
    
    
    
    
    (29,364
    )Balance at beginning of period, as restated
    
    
    (29,186
    )
    
    
    (29,364
    )Loans (to) from affiliate
    
    
    (5,079
    )
    
    
    178Balance at end of period
    
    $
    (34,265
    )
    
    $
    (29,186
    )Accumulated other comprehensive income (loss) Balance at beginning of period, as previously reported
    
    $
    
    
    
    $
    (17,863
    )Cumulative amount of benefit plans correction
    
    
    
    
    
    
    18,228Balance at beginning of period, as restated
    
    
    523
    
    
    
    365Cash flow hedges:Reclassification of gain into earnings
    
    
    (61
    )
    
    
    (62
    )Elimination of deferred income taxes
    
    
    
    
    
    
    220Balance at end of period
    
    $
    462
    
    
    $
    523
 Years Ended December 31,2008
    
    
    2007(Thousands of dollars)Consolidated Statements of Comprehensive Income:Total comprehensive income, as previously reported
    
    $
    115,880
    
    
    $
    437,444Correction to remove benefit plans
    
    
    (39,430
    )
    
    
    (2,440
    )Total comprehensive income, as restated
    
    $
    155,310
    
    
    $
    439,884
 Note 3. Rate and Regulatory Matters
 Parachute Lateral Project
   85




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 4. Contingent Liabilities and Commitments
 Legal Proceedings
  Environmental Matters
    Safety Matters
 Pipeline Integrity Regulations
 Other Matters
  86




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Summary
  Other Commitments
  Cash Distributions to Partners
    Note 5. Debt, Financing Arrangements and Leases
 Debt Covenants
  Long-Term Debt
  87




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,2009
    
    
    2008(Thousands of dollars)5.95%, payable 2017
    
    $
    184,535
    
    
    $
    184,4716.05%, payable 2018
    
    
    249,440
    
    
    
    249,3747.00%, payable 2016
    
    
    174,643
    
    
    
    174,5877.125%, payable 2025
    
    
    84,819
    
    
    
    84,808Total long-term debt
    
    $
    693,437
    
    
    $
    693,240
  (Thousands of dollars)2010
    
    $
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    695,000Total
    
    $
    695,000
 Line-of-Credit Arrangements
   
    
    Williams ratio of debt to capitalization must be no greater than 65 percent. Williams
was in compliance with this covenant at December 31, 2009.
    
    Our ratio of debt to capitalization and that of another participating subsidiary of
Williams must be no greater than 55 percent. We were in compliance with this covenant at
December 31, 2009.
   88




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Leases
     (Thousands of dollars)2010
    
    $
    2,2842011
    
    
    2,2842012
    
    
    2,2842013
    
    
    2,2842014
    
    
    2,285Total
    
    $
    11,421
  89




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 6. Employee Benefit Plans
 Pension and Other Postretirement Benefit Plans
  Defined Contribution Plan
  Stock-Based Compensation
 Plan Information
   Accounting for Stock-Based Compensation
   90




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 7. Income Taxes
   Years Ended December 31,2009
    
    
    2008
    
    
    2007(Thousands of dollars)Current:Federal
    
    $
    
    
    
    $
    
    
    
    $
    30,888State
    
    
    
    
    
    
    
    
    
    
    3,674
    
    
    
    
    
    
    
    34,562Deferred:Federal
    
    
    
    
    
    
    
    
    
    
    (258,459
    )State
    
    
    
    
    
    
    
    
    
    
    (30,770
    )
    
    
    
    
    
    
    
    (289,229
    )Total benefit
    
    $
    
    
    
    $
    
    
    
    $
    (254,667
    )
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(Thousands of dollars)Provision at statutory Federal income tax rate of 35 percent(1)
    
    $
    
    
    
    $
    
    
    
    $
    52,831Increase (decrease) in tax provision resulting from State income taxes net of Federal tax benefit
    
    
    
    
    
    
    
    
    
    
    3,948Book/tax basis reconciliation adjustment
    
    
    
    
    
    
    
    
    
    
    Other  net
    
    
    
    
    
    
    
    
    
    
    330Provision for income taxes prior to conversion from a corporation to a partnership
    
    $
    
    
    
    $
    
    
    
    $
    57,109Effective tax rate prior to conversion from a corporation to a partnership
    
    
    
    %
    
    
    
    %
    
    
    37.83
    %Provision for income taxes prior to conversion from a corporation to a partnership
    
    $
    
    
    
    $
    
    
    
    $
    57,109Conversion from a corporation to a partnership
    
    
    
    
    
    
    
    
    
    
    (311,776
    )Total provision (benefit) for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    (254,667
    )
 
 (1)
    
    Following our conversion to a general partnership on October 1, 2007,
we are no longer subject to income tax. The provision for income taxes
shown herein for 2007 reflects the provision through September 30,
2007. Subsequent to the conversion to a general partnership on October
1, 2007, all deferred income taxes were eliminated and we no longer
provide for income taxes.  Note 8. Financial Instruments
 Fair Value of Financial Instruments
  Cash, cash equivalents and advances to affiliate
 Long-term debt
 91




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 9. Transactions with Major Customers and Affiliates
 Concentration of Off-Balance Sheet and Other Credit Risk
  Years Ended December 31,2009
    
    2008
    
    2007(Thousands of dollars)Puget Sound
Energy, Inc.
    
    $
    94,508
    
    
    $
    89,988
    
    
    $
    85,059Northwest
Natural Gas Co.
    
    
    49,256
    
    
    
    (a
    )
    
    
    48,648
 
 (a)
    
    Under 10 percent in 2008.  Related Party Transactions
     92




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 10. Asset Retirement Obligations
   2009
    
    
    2008Beginning balance
    
    $
    82,666
    
    
    $
    50,423Accretion
    
    
    6,068
    
    
    
    4,341New obligations
    
    
    2,594
    
    
    
    116Obligations transferred to an affiliate
    
    
    
    
    
    
    Changes in estimates of existing obligations
    
    
    (4,579
    )
    
    
    27,790Obligation settled
    
    
    
    
    
    
    (4
    )Ending Balance
    
    $
    86,749
    
    
    $
    82,666
  Note 11. Regulatory Assets and Liabilities
  2009
    
    
    2008(Thousands of dollars)Current regulatory assets  environmental costs
    
    $
    2,200
    
    
    $
    2,200Noncurrent regulatory assetsEnvironmental costs
    
    
    3,590
    
    
    
    5,790Grossed-up deferred taxes on equity funds used during construction
    
    
    18,346
    
    
    
    19,234Levelized incremental depreciation
    
    
    30,801
    
    
    
    28,397Asset retirement obligations, net
    
    
    4,295
    
    
    
    1,189Other postemployment benefits
    
    
    
    
    
    
    972Total noncurrent regulatory assets
    
    
    57,032
    
    
    
    55,582Total regulatory assets
    
    $
    59,232
    
    
    $
    57,782Noncurrent regulatory liabilitiesPostretirement benefits
    
    $
    15,134
    
    
    $
    14,652Total regulatory liabilities
    
    $
    15,134
    
    
    $
    14,652
 93




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 12. Quarterly Information (Unaudited)
  Quarter of 2009First
    
    Second
    
    Third
    
    Fourth(Thousands of dollars)Operating revenues
    
    $
    111,548
    
    
    $
    107,756
    
    
    $
    106,615
    
    
    $
    108,460Operating income
    
    
    53,152
    
    
    
    47,013
    
    
    
    49,145
    
    
    
    51,199Net income
    
    
    40,908
    
    
    
    35,162
    
    
    
    38,260
    
    
    
    39,321
 Quarter of 2008First
    
    Second
    
    Third
    
    Fourth(Thousands of dollars)Operating revenues
    
    $
    107,405
    
    
    $
    106,450
    
    
    $
    108,542
    
    
    $
    112,457Operating income
    
    
    49,166
    
    
    
    46,676
    
    
    
    53,042
    
    
    
    52,294Net income
    
    
    38,158
    
    
    
    35,685
    
    
    
    41,236
    
    
    
    40,292
 94




---



##### 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
  Changes in Internal Controls Over Financial Reporting
  
 Item 9B. Other Information
  95




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
       Name
    
    Age
    
    Position with Williams Pipeline GP LLCSteven J. Malcolm
    
    
    61
    
    
    Chairman of the Board and Chief Executive OfficerDonald R. Chappel
    
    
    58
    
    
    Chief Financial Officer and DirectorPhillip D. Wright
    
    
    54
    
    
    Chief Operating Officer and DirectorJames J. Bender
    
    
    53
    
    
    General CounselRodney J. Sailor
    
    
    51
    
    
    Treasurer and DirectorH. Brent Austin
    
    
    55
    
    
    DirectorEmmitt C. House
    
    
    59
    
    
    DirectorSteven L. Zelkowitz
    
    
    60
    
    
    Director
  Steven J. Malcolm
 Donald R. Chappel
 Phillip D. Wright
 96




---



##### Table of Contents



James J. Bender
 Rodney J. Sailor
 H. Brent Austin
 Emmitt C. House
 Steven L. Zelkowitz
 Governance
  Director Independence
  www.williamspipelinepartners.com
 
    
    the director, or an immediate family member of the director, has received during any 12
month period within the last three years more than $120,000 per year in direct compensation
from our general partner, us, or 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
 97




---



##### Table of Contents



executive officer nor compensation received by an immediate family member for service as an
employee (other than executive officer) of the Partnership Group will be considered in
determining independence under this standard.
    
    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 percent 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.
    
    (a) the director is (i) a current partner of the internal or external auditor of the
Partnership Group, or (ii) was within the last three years a partner or employee of the
internal or external auditor for the Partnership Group and personally worked on an audit for
the Partnership Group within that time; or (b) an immediate family member of the director
(i) is a current partner of the internal or external auditor of the Partnership Group; (ii)
is a current employee of the internal or external auditor for the Partnership Group and
personally works on an audit for the Partnership Group, or (iii) was within the last three
years a partner or employee of the internal or external auditor of the Partnership Group 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 serves or served on the compensation committee at the
same time.
    
    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.
    98




---



##### Table of Contents



Communications with Directors
 www.williamspipelinepartners.com
  
  
 Board Committees
  Board Committee Membership
 Audit
    
    ConflictsCommittee
    
    CommitteeH. Brent Austin
    
    
    
    üEmmitt C. House
    
    ü
    
    Steven L. Zelkowitz
    
    ü
    
    ü
 
 ü
    
    = committee member
    
    = chairperson Audit Committee
 www.williamspipelinepartners.com
 Conflicts Committee
  99




---



##### Table of Contents



Code of Business Conduct and Ethics
 www.williamspipelinepartners.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  Transfer Agent and Registrar
  
  
 100




---



##### Table of Contents



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 Pipeline 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;
    
    received the written disclosures and the letter from Ernst & Young LLP required by
applicable requirements of the Public Company Accounting Oversight Board regarding the
independent accountant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 Pipeline 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 Pipeline Partners L.P.s
internal controls and the overall quality of Williams Pipeline Partners L.P.s financial
reporting;
    
    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; and
    
    approved the selection and appointment of Ernst & Young LLP to serve as Williams Pipeline
Partners L.P.s independent auditors.
  
    
    H. Brent Austin, Chair
    
    Emmitt C. House
    
    Steven L. Zelkowitz
  101




---



##### Table of Contents



Item 11. Executive Compensation
 Compensation Discussion and Analysis
 www.sec.gov www.williams.com
 Executive Compensation
  http://www.sec.gov http:/www.williams.com
 Employment Agreements
  Compensation Committee Interlocks and Insider Participation
  102




---



##### Table of Contents



Board Report on Compensation
   
 Compensation of Directors
  st rd th th th th
  103




---



##### Table of Contents



Fees Earned
    
    
    
    
    
    All OtherName
    
    or Paid in Cash
    
    Unit Awards(1)
    
    Compensation
    
    TotalH. Brent Austin(2)
    
    $
    113,333.33
    
    
    $
    
    
    
    $
    
    
    
    $
    113,333.33Stephen C. Beasley(3)
    
    
    87,500.00
    
    
    
    
    
    
    
    
    
    
    
    87,500.00Emmitt C. House(4)
    
    
    85,000.00
    
    
    
    
    
    
    
    
    
    
    
    85,000.00Steven L. Zelkowitz(5)
    
    
    81,666.65
    
    
    
    
    
    
    
    
    
    
    
    81,666.65
 
 (1)
    
    Effective January 23, 2009, non-management directors no longer
received restricted units as part of their compensation package. The
revision to the policy did not affect restricted units previously
granted in 2008.(2)
    
    Mr. Austin was elected as a non-employee director of the general
partner on October 1, 2008. Per our general partners Director
Compensation Policy in effect upon his election, Mr. Austin received
payment in 2009 of a prorated portion of the compensation package for
his 2008 service. He received $16,667 of the annual cash retainer,
restricted stock units valued at $8,333, and a combined $3,333 for his
conflict committee and audit committee service. At December 31, 2009,
Mr. Austin has no restricted units outstanding.(3)
    
    Mr. Beasley received a payment of $2,500 in 2009 for attendance of two
qualifying conflicts committee meetings that occurred in 2008. At
December 31, 2009, Mr. Beasley has no restricted units outstanding.(4)
    
    At December 31, 2009, Mr. House has no restricted units outstanding.(5)
    
    Mr. Zelkowitz was elected as a non-employee director of our general
partner on June 1, 2009 and received a one-time payment of $25,000
cash on that date. Per our general partners Director Compensation
Policy in effect upon his election, Mr. Zelkowitz received $14,167 as
the prorated value of the first biannual compensation package for his
services on the board from June 1 through July 24, 2009. Mr.
Zelkowitz earned the full Biannual Payment for the second half of
2009. At December 31, 2009, Mr. Zelkowitz has no restricted units
outstanding. Long-Term Incentive Plan
   Restricted Units
   104




---



##### 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 percent of the then
outstanding units;
    
    each of the directors of our general partner;
    
    each of the named executive officers of our general partner; and
    
    all directors and executive officers of our general partner as a group.
  105




---



##### Table of Contents



Percentage of
    
    
    
    
    
    Percentage of
    
    Percentage ofCommon
    
    Common
    
    Subordinated
    
    Subordinated
    
    TotalUnits
    
    Units to be
    
    Units to be
    
    Units to be
    
    Units to beBeneficially
    
    Beneficially
    
    Beneficially
    
    Beneficially
    
    BeneficiallyName of Beneficial Owner
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    OwnedTortoise Capital Advisors, L.L.C.(1)
    
    
    1,634,376
    
    
    
    7.20
    %
    
    
    
    
    
    
    
    
    
    
    7.20
    %Kayne Anderson Capital Advisors, L.P.(2)
    
    
    2,222,904
    
    
    
    9.83
    %
    
    
    
    
    
    
    
    
    
    
    9.83
    %Williams Pipeline GP LLC(3)
    
    
    4,700,668
    
    
    
    20.79
    %
    
    
    10,957,900
    
    
    
    100
    %
    
    
    45.72
    %Steven J. Malcolm
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Donald R. Chappel
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *James J. Bender(4)
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Phillip D. Wright
    
    
    10,100
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Rodney J. Sailor
    
    
    500
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *H. Brent Austin
    
    
    1,762
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Emmitt C. House
    
    
    4,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Steven L. Zelkowitz
    
    
    5,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *All executive officers and directors as a group (eight persons)
    
    
    51,362
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
 
 *
    
    Less than 1 percent.(1)
    
    Based solely on the Schedule 13G filed with the SEC on February 11, 2010, Tortoise Capital
Advisors, L.L.C., located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211,
(Tortoise), an investment advisor, as defined in Rule 13d-1(b)(1)(ii)(E) of the Exchange
Act, may be deemed the beneficial owner of 1,634,376 common units owned by investment
companies for which it acts as an investment advisor. The Schedule 13G notes that Tortoise
has shared voting power of 1,510,730 beneficially owned common units and shared investment
power of 1,634,376.(2)
    
    Based solely on the Schedule 13G filed with the SEC on February 12, 2010, Kayne Anderson
Capital Advisors, L.P. and Richard A. Kayne, each located at 1800 Avenue of the Stars,
Second Floor, Los Angeles, CA 90067, (Kayne), an investment advisor, registered under
Section 203 of the Investment Advisers Act of 1940, may be deemed the beneficial owner of
2,222,904 common units owned by investment accounts managed by Kayne. The Schedule 13G
notes that Kayne has shared voting power and shared investment power of 2,222,904
beneficially owned common units.(3)
    
    Williams Pipeline GP LLC is a wholly owned subsidiary of The Williams Companies, Inc., the
common stock of which is listed on the NYSE under the symbol WMB. The Williams Companies,
Inc. files information with or furnishes information to the SEC pursuant to the information
requirements of the Securities Exchange Act of 1934.(4)
    
    Represents units beneficially owned by Mr. Bender that are held by the James J. Bender Trust. 106




---



##### Table of Contents



Percentage
    
    Percentage of TotalCommon Units
    
    of Common Units
    
    Units BeneficiallyName of Beneficial Owner
    
    Beneficially Owned
    
    Beneficially Owned (3)
    
    Owned (3)James J. Bender(1)
    
    
    10,000
    
    
    
    *
    
    
    
    *Donald R. Chappel
    
    
    10,000
    
    
    
    *
    
    
    
    *Steven J. Malcolm(2)
    
    
    25,100
    
    
    
    *
    
    
    
    *Rodney J. Sailor
    
    
    0
    
    
    
    *
    
    
    
    *Phillip D. Wright
    
    
    4,425
    
    
    
    *
    
    
    
    *H. Brent Austin
    
    
    9,000
    
    
    
    *
    
    
    
    *Emmitt C. House
    
    
    0
    
    
    
    *
    
    
    
    *Steven L. Zelkowitz
    
    
    0
    
    
    
    *
    
    
    
    *All directors and executive officers as a group (eight persons)
    
    
    58,525
    
    
    
    *
    
    
    
    *
 
 *
    
    Less than 1 percent.(1)
    
    Represents units beneficially owned by Mr. Bender that are held by the James J. Bender Trust.(2)
    
    Represents units beneficially owned by Mr. Malcolm that are held by the Steven J. Malcolm
Revocable Trust.(3)
    
    Based on 52,777,452 units outstanding as of February 1,
2010.  Shares of
    
    Shares
    
    
    
    
    
    Percentage ofCommon
    
    Underlying
    
    Total Shares
    
    Total SharesStock
    
    Options
    
    of Common
    
    of CommonOwned
    
    Exercisable
    
    Stock
    
    StockDirectly or
    
    Within
    
    Beneficially
    
    BeneficiallyName of Beneficial Owner
    
    Indirectly(1)
    
    60 Days(2)
    
    Owned
    
    Owned(3)Steven J. Malcolm
    
    
    1,082,520
    
    
    
    2,204,650
    
    
    
    3,287,170
    
    
    
    *Donald R. Chappel
    
    
    348,550
    
    
    
    491,051
    
    
    
    839,601
    
    
    
    *James J. Bender(4)
    
    
    190,585
    
    
    
    192,455
    
    
    
    383,040
    
    
    
    *Phillip D. Wright
    
    
    350,569
    
    
    
    545,552
    
    
    
    896,121
    
    
    
    *Rodney J. Sailor
    
    
    32,159
    
    
    
    65,397
    
    
    
    97,556
    
    
    
    *H. Brent Austin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Emmitt C. House
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Steven L. Zelkowitz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *All directors and executive officers as a group (eight persons)
    
    
    2,004,383
    
    
    
    3,499,105
    
    
    
    5,503,488
    
    
    
    *
 
 *
    
    Less than 1 percent.(1)
    
    Includes shares held under the terms of incentive and investment plans as follows: Mr. Malcolm,
47,998 shares in The Williams Companies Investment Plus Plan, 370,593 restricted stock units and
663,929 beneficially owned shares; Mr. Chappel, 206,023 restricted stock units and 142,527
beneficially owned shares; Mr. Bender, 2,800 shares owned by children, 130,927 restricted stock
units and 56,858 beneficially owned shares; Mr. Wright, 15,857 shares in The Williams Companies
Investment Plus Plan, 152,871 restricted stock units and 181,841 beneficially owned shares; and
Mr. Sailor, 6,417 shares in The Williams Companies Investment Plus Plan, 25,742 restricted stock
units and 0 beneficially owned shares. Restricted stock units do not provide the holder with
voting or investment power.(2)
    
    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, 2010. Shares subject to options cannot be voted.(3)
    
    Based on 639,446,843 shares outstanding as of February 1, 2010.(4)
    
    Includes 2,800 shares owned by Mr. Benders daughter. 107




---



##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans
  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 SecuritiesPlan category
    
    and Rights(a)
    
    and Rights(b)
    
    Reflected in Column(a))(c)Equity compensation plans approved by security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    1,993,238Total
    
    
    
    (1)
    
    
    
    
    
    
    1,993,238
 
 (1)
    
    As of December 31, 2009, there were no unvested restricted units
granted pursuant to the Williams Pipeline GP LLC Long-Term Incentive
Plan. No value is shown in column (b) of the table because the
restricted units do not have an exercise price. To date, the only
grants under the plan have been grants of restricted units. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
   Distributions and Payments to Our General Partner and Its Affiliates
  Formation Stage
 The contribution by our
general partner of the
asset to us
    
       19.1 percent ownership interest in NorthwestThe consideration
received by our general
partner for the
contribution of the
asset to us
    
       6,350,668 common units
   10,957,900 subordinated units
   684,869 general partner units representing a 2
percent general partner interest and the
incentive distribution rightsThe interest in
Northwest purchased by
us using proceeds of
our initial public
offering
    
    15.9 percent ownership interest in NorthwestThe consideration paid
by us for purchase of
an interest in
Northwest using
proceeds from our
initial public offering
    
    $300.9 millionFunds received by our
general partner as
consideration for the
redemption of 1,650,000
common units upon
exercise by the
underwriters in the
initial public offering
of their option to
purchase additional
common units to cover
over-allotments
    
    $31.0 million
 108




---



##### Table of Contents



Operational Stage
 Distributions of available cash to our general
partner
    
    We will generally make
cash distributions 98
percent to unitholders,
including our general
partner as the holder of
4,700,668 common units
and all of the
subordinated units, and
the remaining 2 percent
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 percent of the
distributions above the
highest target level.Payments to our general partner and its
affiliates
    
    Our general partner does
not receive a management
fee or other
compensation for 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. In addition,
we will reimburse our
general partner and its
affiliates for the
payment of certain
operating expenses and
for the provision of
various general and
administrative services
for our benefit. For
further information
regarding the
administrative fee,
please read  Omnibus
Agreement 
Reimbursement of
Operating and General
and Administrative
Expense.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. Please
read The Partnership
Agreement  Withdrawal
or Removal of Our
General Partner.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
   109




---



##### Table of Contents



Agreements Governing the Transactions
  Omnibus Agreement
  
    
    reimbursement of certain operating and general and administrative expenses;
    
    indemnification for certain environmental contingencies, tax contingencies, and
right-of-way defects; and
    
    a license for the use of certain intellectual property.
 Reimbursement of Operating and General and Administrative Expense
  Indemnification
   110




---



##### Table of Contents



Intellectual Property License
  Amendments
  Competition
  Contracts with Affiliates
 Northwest General Partnership Agreement
 General.
 provided
  Governance.
  111




---



##### Table of Contents




    
    the liquidation, dissolution or winding up of Northwest or making any bankruptcy filing;
    
    the issuance, incurrence, assumption or guarantee of any indebtedness or the pledge of
any of Northwests assets;
    
    filing or resolving a Section 4 general rate case proceeding under the Natural Gas Act or
any other proceeding or controversy at FERC or an appeal of a FERC order, the outcome of
which would cause (A) Northwest to have reduced revenue of, or pay penalties, refunds or
interest in excess of, $50 million, or (B) Northwest to agree to any criminal penalty;
    
    any amendment of the Northwest partnership agreement;
    
    any distributions to Northwests partners, other than the distributions of available cash
to be made at least quarterly as described below;
    
    the admission of any person as a partner (other than a permitted transferee of a partner)
or the issuance of any partnership interests or other equity interests of Northwest or any
withdrawal by any partner from the partnership;
    
    the transfer, redemption, repurchase or other acquisition of interests in Northwest;
    
    the disposition of substantially all of the assets of Northwest or any portion of such
assets with a value exceeding $20 million;
    
    any merger or consolidation of Northwest with another person or any conversion or
reorganization of Northwest;
    
    entering into any activity or business that may generate income that may not be
qualifying income under Section 7704 of the Internal Revenue Code;
    
    the approval of Northwests budget;
    
    the approval of a transfer by a partner of its interest in Northwest; and
    
    any amendment to the administrative services agreement to which Northwest is a party.
 Quarterly Cash Distributions. plus less
 Capital Calls to the Partners.
 Restrictions on Transfer of Interests in Northwest.
 Profit and Loss Allocations.
 112




---



##### Table of Contents



Agreement with Regard to CHC Project.
 Working Capital Agreement
  Williams Cash Management Program
  Northwests Related Party Agreements and Related Transactions
      113




---



##### Table of Contents



Review, Approval or Ratification of Transactions with Related Persons
    
    
    approved by the conflicts committee, although our general partner is not obligated to
seek such approval;
    
    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.
   114




---



##### Table of Contents



Director Independence
  
 Item 14. Principal Accounting Fees and Services
  Years Ended December 31,2009
    
    
    2008(Thousands of dollars)Audit Fees
    
    $
    309
    
    
    $
    248Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    309
    
    
    $
    248
   115




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
   PageWilliams Pipeline Partners L.P.Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007
    
    
    61Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    62Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    63Consolidated Statement of Partners Capital for the years ended December 31, 2009, 2008 and 2007
    
    
    64Notes to Consolidated Financial Statements
    
    
    65Northwest Pipeline GPConsolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007
    
    
    73Consolidated Balance Sheets at December 31, 2009 and 2008
    
    
    74Consolidated Statements of Owners Equity for the years ended December 31, 2009, 2008 and 2007
    
    
    75Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007
    
    
    76Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    77Notes to Consolidated Financial Statements
    
    
    78
  3 and (b). The exhibits listed below are furnished or filed as part of this annual report:
 INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline Partners L.P. (filed on September 12,
2007 as Exhibit 3.1 to our Registration Statement on Form S-1) and incorporated herein by
reference.3.2
    
    First Amended and Restated Agreement of Limited Partnership of Williams Pipeline Partners
L.P., dated January 24, 2008 (filed on January 30, 2008 as Exhibit 3.1 to our Form 8-K) and
incorporated herein by reference.3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed on September 12, 2007 as Exhibit
3.3 to our Registration Statement on Form S-1) and incorporated herein by reference.3.4
    
    First Amended and Restated Limited Liability Company Agreement of Williams Pipeline GP LLC,
dated January 24, 2008 (filed on January 30, 2008 as Exhibit 3.2 to our Form 8-K) and
incorporated herein by reference.4.1
    
    Form of Senior Indenture, dated November 30, 1995, between Northwest Pipeline Corporation and
Chemical Bank, relating to Northwest Pipeline Corporations 7.125% Debentures, due 2025
(filed on September 14, 1995 as Exhibit 4.1 to Northwest Pipeline Corporations Registration
Statement on Form S-3 (File No. 033-62639)) and incorporated herein by reference.4.2
    
    Indenture dated June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase
Bank, N.A. (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline Corporations Report
on Form 8-K (File No. 001-07414)) and incorporated herein by reference.4.3
    
    Indenture, dated April 5, 2007, between Northwest Pipeline Corporation and The Bank of New
York (filed on April 6, 2007 as Exhibit 4.1 to Northwest Pipeline Corporations Report on
Form 8-K (File No. 001-07414)) and incorporated herein by reference.4.4
    
    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. 001-0714) and incorporated herein by reference.4.5
    
    Indenture dated July 13, 2009 between Williams Pipeline Partners L.P. and The Bank of New
York Mellon Trust Company, N.A., as trustee (filed on July 14, 2009 as Exhibit 4.5 to our
Form S-3) and incorporated herein by reference.10.1
    
    Contribution, Conveyance and Assumption Agreement, dated January 24, 2008, by and among
Williams Pipeline Partners L.P., Williams Pipeline Operating LLC, WPP Merger LLC, Williams
Pipeline Partners Holdings LLC, Northwest Pipeline GP, Williams Pipeline GP LLC, Williams Gas
Pipeline Company, LLC, WGPC Holdings LLC and Williams Pipeline Services Company (filed on
January 30, 2008 as Exhibit 10.2 to our Form 8-K (File No. 001-33917)) and incorporated
herein by reference.
 116




---



##### Table of Contents



ExhibitNumber
    
    Description10.2
    
    Omnibus Agreement, dated January 24, 2008, among Williams Gas Pipeline Company, LLC, Williams
Pipeline GP LLC, Williams Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC and
The Williams Companies, Inc. (filed on January 30, 2008 as Exhibit 10.3 to our Form 8-K) and
incorporated herein by reference.10.3
    
    General Partnership Agreement of Northwest Pipeline GP, dated October 1, 2007, between WGPC
Holdings LLC and Williams Pipeline Partners Holdings LLC (filed on October 2, 2007 as Exhibit
3.2 to Northwest Pipeline GPs Current Report on Form 8-K (File No. 001-07414)) and
incorporated herein by reference.10.4
    
    Form of Operating Agreement, dated July 1, 1991, between Northwest Pipeline Corporation and
Williams Field Services Company (filed on March 26, 1992 as Exhibit 10(c)(9) to Northwest
Pipeline Corporations Report on Form 10-K (File No. 001-07414)) and incorporated herein by
reference.10.5
    
    Long Term Incentive Plan (filed on October 29, 2007 as Exhibit 10.5 to Amendment No. 1 to our
Registration Statement on Form S-1) and incorporated herein by reference.10.6
    
    Amendment No. 1 to the Williams Pipeline GP LLC Long-Term Incentive Plan, dated December 3,
2008 (filed on February 27, 2009 as Exhibit 10.6 to our Report on Form 10-K) and incorporated
herein by reference.10.7
    
    Williams Pipeline GP LLC Long-Term Incentive Plan Form of Restricted Unit Grant Agreement for
Non-Employee Directors (filed on February 27, 2009 as Exhibit 10.7 to our Report on Form
10-K) and incorporated herein by reference.10.8
    
    Williams Pipeline GP LLC Director Compensation Policy, dated August 19, 2008 and revised on
May 26, 2009. (filed on August 6, 2009 as Exhibit 10.1 to our Report on Form 10-Q) and
incorporated herein by reference.10.9
    
    Working Capital Loan Agreement (filed on October 29, 2007 as Exhibit 10.7 to Amendment No. 1
to our Registration Statement on Form S-1) and incorporated herein by reference.10.10
    
    Credit Agreement, dated May 1, 2006, among The Williams Companies, Inc., Northwest Pipeline
Corporation, Transcontinental Gas Pipe Line Corporation, and Williams Partners L.P., as
Borrowers, and Citibank, N.A., as Administrative Agent (filed on May 1, 2006 as Exhibit 10.1
to The Williams Companies, Inc.s Report on Form 8-K (File No. 001-04174)) and incorporated
herein by reference.10.11
    
    Amendment Agreement, dated May 9, 2007, among The Williams Companies, Inc., Williams Partners
L.P., Northwest Pipeline Corporation, Transcontinental Gas Pipe Line Corporation, certain
banks, financial institutions and other institutional lenders and Citibank, N.A., as
Administrative Agent (filed on May 15, 2007 as Exhibit 10.1 to The Williams Companies, Inc.s
Report on Form 8-K (File No. 001-04174)) and incorporated herein by reference.10.12
    
    Amendment Agreement, dated November 21, 2007, among The Williams Companies, Inc., Williams
Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Corporation, certain
banks, financial institutions and other institutional lenders and Citibank, N.A., as
Administrative Agent (filed on November 28, 2007 as Exhibit 10.1 to The Williams Companies,
Inc.s Report on Form 8-K (File No. 001-04174)) and incorporated herein by reference.10.13
    
    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.10.14
    
    First Amended and Restated General Partnership Agreement of Northwest Pipeline GP, dated
January 24, 2008 (filed on January 30, 2008 as Exhibit 10.4 to our Form 8-K)) and
incorporated herein by reference.10.15
    
    Registration Rights Agreement, dated as of May 22, 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.
001-007414)) and incorporated herein by reference.10.16
    
    Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P.,
Transcontinental Gas Pipe Line Company, LLC, Northwest Pipeline GP, the lenders party thereto
and Citibank, N.A., as Administrative Agent (filed as Exhibit 10.5 to Williams Partners
L.P.s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599) and
incorporated by reference as Item 10.1 to Northwest Pipeline GPs Form 8-K filed February
22, 2010 (File No. 001-007414)) and incorporated herein by reference.21.1*
    
    List of subsidiaries of Williams Pipeline Partners L.P.23.1*
    
    Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP24.1*
    
    Power of Attorney31.1*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32*
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 *
    
    Filed herewith 117




---



##### Table of Contents



SIGNATURES
  Williams Pipeline Partners L.P.
(Registrant)
By: Williams Pipeline GP LLC,
        Its general partnerBy:
    /s/  Ted T. TimmermansTed T. TimmermansChief Accounting Officer   Signature
    
    Title
    
    Date/s/ Steven J. Malcolm

Steven J. Malcolm
    
    Chief Executive Officer and Chairman of the
Board (Principal Executive Officer)
    
    February 23, 2010/s/ Donald R. Chappel

Donald R. Chappel
    
    Chief Financial Officer and
Director (Principal
Financial Officer)
    
    February 23, 2010/s/ Ted T. Timmermans

Ted T. Timmermans
    
    Chief Accounting Officer (Principal Accounting
Officer)
    
    February 23, 2010/s/ H. Brent Austin*

H. Brent Austin
    
    Director
    
    February 23, 2010/s/ Emmitt C. House*

Emmitt C. House
    
    Director
    
    February 23, 2010/s/ Rodney J. Sailor

Rodney J. Sailor
    
    Treasurer and Director
    
    February 23, 2010/s/ Phillip D. Wright

Phillip D. Wright
    
    Chief Operating Officer and Director
    
    February 23, 2010/s/
Steven L. Zelkowitz*

Steven L. Zelkowitz
    
    Director
    
    February 23, 2010
 *By:
    
    February 23, 2010La Fleur C. BrowneAttorney-in-Fact 118




---



##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline Partners L.P. (filed on September 12,
2007 as Exhibit 3.1 to our Registration Statement on Form S-1) and incorporated herein by
reference.3.2
    
    First Amended and Restated Agreement of Limited Partnership of Williams Pipeline Partners
L.P., dated January 24, 2008 (filed on January 30, 2008 as Exhibit 3.1 to our Form 8-K) and
incorporated herein by reference.3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed on September 12, 2007 as Exhibit
3.3 to our Registration Statement on Form S-1) and incorporated herein by reference.3.4
    
    First Amended and Restated Limited Liability Company Agreement of Williams Pipeline GP LLC,
dated January 24, 2008 (filed on January 30, 2008 as Exhibit 3.2 to our Form 8-K) and
incorporated herein by reference.4.1
    
    Form of Senior Indenture, dated November 30, 1995, between Northwest Pipeline Corporation and
Chemical Bank, relating to Northwest Pipeline Corporations 7.125% Debentures, due 2025
(filed on September 14, 1995 as Exhibit 4.1 to Northwest Pipeline Corporations Registration
Statement on Form S-3 (File No. 033-62639)) and incorporated herein by reference.4.2
    
    Indenture dated June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase
Bank, N.A. (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline Corporations Report
on Form 8-K (File No. 001-07414)) and incorporated herein by reference.4.3
    
    Indenture, dated April 5, 2007, between Northwest Pipeline Corporation and The Bank of New
York (filed on April 6, 2007 as Exhibit 4.1 to Northwest Pipeline Corporations Report on
Form 8-K (File No. 001-07414)) and incorporated herein by reference.4.4
    
    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. 001-0714) and incorporated herein by reference.4.5
    
    Indenture dated July 13, 2009 between Williams Pipeline Partners L.P. and The Bank of New
York Mellon Trust Company, N.A., as trustee (filed on July 14, 2009 as Exhibit 4.5 to our
Form S-3) and incorporated herein by reference.10.1
    
    Contribution, Conveyance and Assumption Agreement, dated January 24, 2008, by and among
Williams Pipeline Partners L.P., Williams Pipeline Operating LLC, WPP Merger LLC, Williams
Pipeline Partners Holdings LLC, Northwest Pipeline GP, Williams Pipeline GP LLC, Williams Gas
Pipeline Company, LLC, WGPC Holdings LLC and Williams Pipeline Services Company (filed on
January 30, 2008 as Exhibit 10.2 to our Form 8-K (File No. 001-33917)) and incorporated
herein by reference.10.2
    
    Omnibus Agreement, dated January 24, 2008, among Williams Gas Pipeline Company, LLC, Williams
Pipeline GP LLC, Williams Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC and
The Williams Companies, Inc. (filed on January 30, 2008 as Exhibit 10.3 to our Form 8-K) and
incorporated herein by reference.10.3
    
    General Partnership Agreement of Northwest Pipeline GP, dated October 1, 2007, between WGPC
Holdings LLC and Williams Pipeline Partners Holdings LLC (filed on October 2, 2007 as Exhibit
3.2 to Northwest Pipeline GPs Current Report on Form 8-K (File No. 001-07414)) and
incorporated herein by reference.10.4
    
    Form of Operating Agreement, dated July 1, 1991, between Northwest Pipeline Corporation and
Williams Field Services Company (filed on March 26, 1992 as Exhibit 10(c)(9) to Northwest
Pipeline Corporations Report on Form 10-K (File No. 001-07414)) and incorporated herein by
reference.10.5
    
    Long Term Incentive Plan (filed on October 29, 2007 as Exhibit 10.5 to Amendment No. 1 to our
Registration Statement on Form S-1) and incorporated herein by reference.10.6
    
    Amendment No. 1 to the Williams Pipeline GP LLC Long-Term Incentive Plan, dated December 3,
2008 (filed on February 27, 2009 as Exhibit 10.6 to our Report on Form 10-K) and incorporated
herein by reference.10.7
    
    Williams Pipeline GP LLC Long-Term Incentive Plan Form of Restricted Unit Grant Agreement for
Non-Employee Directors (filed on February 27, 2009 as Exhibit 10.7 to our Report on Form
10-K) and incorporated herein by reference.10.8
    
    Williams Pipeline GP LLC Director Compensation Policy, dated August 19, 2008 and revised on
May 26, 2009. (filed on August 6, 2009 as Exhibit 10.1 to our Report on Form 10-Q) and
incorporated herein by reference.10.9
    
    Working Capital Loan Agreement (filed on October 29, 2007 as Exhibit 10.7 to Amendment No. 1
to our Registration Statement on Form S-1) and incorporated herein by reference.10.10
    
    Credit Agreement, dated May 1, 2006, among The Williams Companies, Inc., Northwest Pipeline
Corporation, Transcontinental Gas Pipe Line Corporation, and Williams Partners L.P., as
Borrowers, and Citibank, N.A., as Administrative Agent (filed on May 1, 2006 as Exhibit 10.1
to The Williams Companies, Inc.s Report on Form 8-K (File No. 001-04174)) and incorporated
herein by reference.10.11
    
    Amendment Agreement, dated May 9, 2007, among The Williams Companies, Inc., Williams Partners
L.P., Northwest Pipeline Corporation, Transcontinental Gas Pipe Line Corporation, certain
banks, financial institutions and other institutional lenders and Citibank, N.A., as
Administrative Agent (filed on May 15, 2007 as Exhibit 10.1 to The Williams Companies, Inc.s
Report on Form 8-K (File No. 001-04174)) and incorporated herein by reference.10.12
    
    Amendment Agreement, dated November 21, 2007, among The Williams Companies, Inc., Williams
Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Corporation, certain
banks, financial institutions and other institutional lenders and Citibank, N.A., as
Administrative Agent (filed on November 28, 2007 as Exhibit 10.1 to The Williams Companies,
Inc.s
 119




---



##### Table of Contents



ExhibitNumber
    
    DescriptionReport on Form 8-K (File No. 001-04174)) and incorporated herein by reference.10.13
    
    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.10.14
    
    First Amended and Restated General Partnership Agreement of Northwest Pipeline GP, dated
January 24, 2008 (filed on January 30, 2008 as Exhibit 10.4 to our Form 8-K)) and
incorporated herein by reference.10.15
    
    Registration Rights Agreement, dated as of May 22, 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.
001-007414)) and incorporated herein by reference.10.16
    
    Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P.,
Transcontinental Gas Pipe Line Company, LLC, Northwest Pipeline GP, the lenders party thereto
and Citibank, N.A., as Administrative Agent (filed as Exhibit 10.5 to Williams Partners
L.P.s Current Report on Form 8-K, filed on February 22, 2010 (File No. 001-32599) and
incorporated by reference as Item 10.1 to Northwest Pipeline GPs Form 8-K filed February
22, 2010 (File No. 001-007414)) and incorporated herein by reference.21.1*
    
    List of subsidiaries of Williams Pipeline Partners L.P.23.1*
    
    Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP24.1*
    
    Power of Attorney31.1*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32*
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 *
    
    Filed herewith 120