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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2005
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition Period from
 to
 Commission File Number 1-7414
 NORTHWEST PIPELINE CORPORATION
  DELAWARE
    
    87-0269236(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)295 Chipeta Way, Salt Lake City, Utah
    
    84108(Address of principal executive offices)
    
    (Zip Code)
 
 None
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ
    Class
    
    Outstanding at March 28, 2006Common stock, $1 par value
    
    1,000shares




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TABLE OF CONTENTS
 Heading
    
    PagePART IItem 1. BUSINESS
    
    
    1Item 1A. RISK FACTORS
    
    
    4Item 2. PROPERTIES
    
    
    11Item 3. LEGAL PROCEEDINGS
    
    
    11Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Omitted)
    
    
    11PART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCK-
HOLDER MATTERS
    
    
    12Item 6. SELECTED FINANCIAL DATA (Omitted)
    
    
    12Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
    
    
    12Item 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    17Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    18Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
    
    
    44Item 9A. CONTROLS AND PROCEDURES
    
    
    44Item 9B. OTHER INFORMATION
    
    
    44PART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Omitted)
    
    
    45Item 11. EXECUTIVE COMPENSATION (Omitted)
    
    
    45Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT (Omitted)
    
    
    45Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Omitted)
    
    
    45Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    45PART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    46Consent of Independent Registered Public Accounting FirmPower of AttorneySection 302 Certification of Principal Executive OfficerSection 302 Certification of Principal Financial OfficerSection 906 Certification of Principal Executive Officer & Principal Financial Officer




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NORTHWEST PIPELINE CORPORATION
 FORM 10-K
 
 PART I
 
 Item 1. BUSINESS
  GENERAL
   PIPELINE SYSTEM AND CUSTOMERS
 Transportation and Storage
    
 *
    
    The term Mcf means thousand cubic feet, MMcf means million cubic feet and Bcf means
billion cubic feet. All volumes of natural gas are stated at a pressure base of 14.73 pounds per
square inch absolute at 60 degrees Fahrenheit. The term MMBtu means one million British Thermal
Units and TBtu means one trillion British Thermal Units. The term Dth means one dekatherm, which
is equal to one MMBtu. The term MDth means thousand dekatherms. The term MMDth means million
dekatherms. -1-




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Termination of the Grays Harbor Transportation Agreement
   2003 Pipeline Breaks in Washington
    -2-




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OPERATING STATISTICS
  Year Ended December 31,2005
    
    2004
    
    2003(In million dekatherms)Total Throughput
    
    
    673
    
    
    
    650
    
    
    
    682Average Daily Throughput

    
    
   1.8
    
    
    
    1.8
    
    
    
    1.9Average Daily Reserved Capacity Under Long-Term
Base Firm Contracts, excluding peak capacity
    
    
    2.5
    
    
    
    2.5
    
    
    
    2.5Average
Daily Reserved Capacity Under Short-Term Firm Contracts (1)
    
    
    .8
    
    
    
    .6
    
    
    
    .5
 
 (1)
    
    Includes additional capacity created from time to time through the installation of new
receipt or delivery points or the segmentation of existing mainline capacity. Such capacity
is generally marketed on a short-term firm basis. -3-




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REGULATION
 Interstate Gas Pipeline Operations
  Environmental Matters
  OWNERSHIP OF PROPERTY
  
 Item 1A. RISK FACTORS
 FORWARD LOOKING STATEMENTS/RISK FACTORS AND CAUTIONARY STATEMENT FOR
PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
   
    
    amounts and nature of future capital expenditures;
    
    expansion and growth of our business and operations;
    
    business strategy;
 -4-




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
    
    cash flow from operations;
    
    rate case filings;
    
    power and gas prices and demand.
   RISK FACTORS
  Risks Inherent to our Industry and Business
 Decreases in the volume of natural gas contracted or transported through our pipeline system for
any of the reasons described below will adversely affect our business.
 Expiration of firm transportation agreements.
 Decreases in natural gas production.
 Decreases in demand of natural gas.
 Competitive pressures.
 -5-




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Our transporting activities involve numerous risks that might result in accidents and other
operating risks and costs .
  
    
    blowouts, cratering and explosions;
    
    uncontrollable flows of natural gas;
    
    fires;
    
    pollution and other environmental risks;
    
    natural disasters;
    
    terrorist attacks or threatened attacks on our facilities or those of other
energy companies.
  Costs of environmental liabilities and complying with existing and future environmental regulations
could exceed our current expectations.
   -6-




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Risks Related to Strategy and Financing
 Our debt agreements impose restrictions on us that may adversely affect our ability to operate our
business.
   Our lack of investment grade credit ratings increases our costs of doing business in many ways and
increases our risks from market disruptions and further credit downgrades.
  
    
    further economic downturns;
    
    deteriorating capital market conditions generally;
    
    declining market prices for electricity and natural gas;
 -7-




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
    
    the overall health of the energy industry, including the bankruptcy or insolvency of
other companies.
 Williams can exercise substantial control over our dividend policy and our business and operations
and may do so in a manner that is adverse to our or your interests.
  
    
    payment of dividends and repayment of advances;
    
    decisions on financings and our capital raising activities;
    
    mergers or other business combinations;
    
    acquisition or disposition of assets.
  The financial condition and liquidity of Williams affects our access to capital, our credit
standing and our financial condition.
   Despite Williams restructuring efforts, we may not attain investment grade ratings
  We are exposed to the credit risk of our customers in the ordinary course of our business.
  Risks Related to Regulations that Affect our Industry
 Our transmission and storage operations are subject to government regulations and rate proceedings
that could have an adverse impact on the profitability of these operations.
 -8-




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
    
    transportation and sale for resale of natural gas in interstate commerce;
    
    rates and charges;
    
    construction;
    
    acquisition, extension or abandonment of services or facilities;
    
    accounts and records;
    
    depreciation and amortization policies;
    
    operating terms and conditions of service.
   The outcome of pending rate cases to set the rates we can charge customers on our pipeline might
result in rates that lower our return on the capital that we have invested in our pipeline.
  Legal and regulatory proceedings and investigations relating to the energy industry and capital
markets have adversely affected our business and many continue to do so.
   -9-




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Risks Related to Accounting Standards
 Potential changes in accounting standards might cause us to revise our financial results and
disclosure in the future, which might change the way analysts measure our business or financial
performance.
   Risks Related to Employees, Outsourcing of Non-Core Support Activities.
 Institutional knowledge residing with current employees or former Williams employees now employed
by Williams outsourcing service providers might not be adequately preserved.
   Failure of the outsourcing relationship might negatively impact our ability to conduct our
business.
  Williams ability to receive services from outsourcing provider locations outside of the United
States might be impacted by cultural differences, political instability, or unanticipated
regulatory requirements in jurisdictions outside the United States.
  -10-




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Risks Related to Weather, Other Natural Phenomena and Business Disruption
 Our assets and operations can be affected by weather and other natural phenomena.
  Our current information technology infrastructure is aging and may adversely affect our ability to
conduct our business.
  Our current pipeline infrastructure is aging and may adversely affect our ability to conduct our
business.
  
 Item 2. PROPERTIES
  
 Item 3. LEGAL PROCEEDINGS
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  -11-




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PART II
 
 Item 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
   
 Item 6. SELECTED FINANCIAL DATA
  
 Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
 GENERAL
  CRITICAL ACCOUNTING POLICIES
 Use of Estimates
  Regulatory Accounting
  -12-




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Revenue Subject to Refund
   Contingent Liabilities
  Impairment of Long-Lived Assets
   Asset Retirement Obligations
  FERC Accounting Guidance
  -13-




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2003 PIPELINE BREAKS
  RESULTS OF OPERATIONS
 ANALYSIS OF FINANCIAL RESULTS
         EFFECT OF INFLATION
  -14-




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CAPITAL RESOURCES AND LIQUIDITY
 METHOD OF FINANCING
    
    
    added Williams Partners L.P. as a borrower for up to $75 million;
    
    provided Williams guarantee for the obligations of Williams Partners L.P. under
this agreement;
    
    released certain Williams midstream assets held as collateral and replaced them
with the common stock of Transco; and
    
    reduced commitment fees and margins.
   CREDIT RATINGS
   -15-




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Moodys Investors Service
    
    Ba2Standard and Poors
    
    B+Fitch Ratings
    
    BB+
  CAPITAL EXPENDITURES
  Parachute Lateral Project
  OTHER
 Contractual Obligations
  2007 -
    
    
    2009 -
    
    
    There-2006
    
    
    2008
    
    
    2010
    
    
    after
    
    TotalLong-term debt, including
current portion:Principal
    
    $
    7.5
    
    
    $
    252.9
    
    
    $
    175.0
    
    
    $
    85.0
    
    
    $
    520.4Interest
    
    
    37.8
    
    
    
    57.4
    
    
    
    33.4
    
    
    
    90.8
    
    
    
    219.4Operating leases
    
    
    6.4
    
    
    
    12.8
    
    
    
    6.3
    
    
    
    
    
    
    
    25.5Purchase Obligations:Natural gas purchase,
storage, transportation
and construction
    
    
    87.1
    
    
    
    5.1
    
    
    
    2.7
    
    
    
    
    
    
    
    94.9Other
    
    
    .5
    
    
    
    .9
    
    
    
    .6
    
    
    
    .1
    
    
    
    2.1Total
    
    $
    139.3
    
    
    $
    329.1
    
    
    $
    218.0
    
    
    $
    175.9
    
    
    $
    862.3
 Regulatory Proceedings
  -16-




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CONCLUSION
  
 Item 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
    Expected Maturity Date2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total
    
    
    Fair Value(millions of dollars)Long-term debt,
including current
portion:Fixed rate
    
    $
    7.5
    
    
    $
    252.9
    
    
    $
    
    
    
    $
    
    
    
    $
    175.0
    
    
    $
    85.0
    
    
    $
    520.4
    
    
    $
    541.8Interest rate
    
    
    7.2
    %
    
    
    7.3
    %
    
    
    7.8
    %
    
    
    7.8
    %
    
    
    7.4
    %
    
    
    7.1
    %
 -17-




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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageReport of independent registered public accounting firm
    
    
    19Statement of income for the years ended
December 31, 2005, 2004 and 2003
    
    
    20Balance sheet at December 31, 2005 and 2004
    
    
    21Statement of common stockholders equity for the years ended
December 31, 2005, 2004 and 2003
    
    
    23Statement of comprehensive income for the years ended
December 31, 2005, 2004, and 2003
    
    
    24Statement of cash flows for the years ended
December 31, 2005, 2004 and 2003
    
    
    25Notes to financial statements
    
    
    26
 -18-




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Accounting for Conditional Asset Retirement Obligations.
 /s/ ERNST & YOUNG LLP
 
 -19-




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NORTHWEST PIPELINE CORPORATION
 STATEMENT OF INCOME
  Years Ended December 31,2005
    
    
    2004
    
    
    2003OPERATING REVENUES
    
    $
    321,457
    
    
    $
    338,532
    
    
    $
    323,353OPERATING EXPENSES:General and administrative
    
    
    49,749
    
    
    
    51,062
    
    
    
    45,693Operation and maintenance
    
    
    53,330
    
    
    
    42,878
    
    
    
    31,842Depreciation
    
    
    66,333
    
    
    
    65,615
    
    
    
    66,735Regulatory credits
    
    
    (4,446
    )
    
    
    (7,180
    )
    
    
    (6,357
    )Taxes, other than income taxes
    
    
    15,115
    
    
    
    17,492
    
    
    
    19,220Impairment charges (Note 8)
    
    
    
    
    
    
    8,872
    
    
    
    25,643Total operating expenses
    
    
    180,081
    
    
    
    178,739
    
    
    
    182,776Operating income
    
    
    141,376
    
    
    
    159,793
    
    
    
    140,577OTHER INCOME  net
    
    
    10,597
    
    
    
    5,278
    
    
    
    14,178INTEREST CHARGES:Interest on long-term debtOther interest
    
    
    38,164
    
    
    
    38,721
    
    
    
    37,144Allowance
for borrowed funds used during construction
    
    
    3,389
    
    
    
    3,368
    
    
    
    3,388(1,529
    )
    
    
    (452
    )
    
    
    (3,589
    )Total interest charges
    
    
    40,024
    
    
    
    41,637
    
    
    
    36,943INCOME BEFORE INCOME TAXES
    
    
    111,949
    
    
    
    123,434
    
    
    
    117,812PROVISION FOR INCOME TAXES
    
    
    40,194
    
    
    
    46,779
    
    
    
    44,518NET INCOME
    
    $
    71,755
    
    
    $
    76,655
    
    
    $
    73,294CASH DIVIDENDS ON COMMON STOCK
    
    $
    50,000
    
    
    $
    60,000
    
    
    $
    
 
 -20-




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NORTHWEST PIPELINE CORPORATION
 BALANCE SHEET
  December 31,2005
    
    
    2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    59,709
    
    
    $
    53,393Advances to affiliates
    
    
    50,000
    
    
    
    50,000Accounts
receivable Trade, less reserves of $91 for 2005 and $320 for 2004
    
    
    27,779
    
    
    
    29,462Affiliated
companies
    
    
    4,015
    
    
    
    1Income taxes due from affiliate
    
    
    1,475
    
    
    
    Materials
and supplies, less reserves of $263 for 2005 and $439 for 2004
    
    
    8,365
    
    
    
    8,601Exchange gas due from others
    
    
    11,257
    
    
    
    16,011Exchange gas offset (Note 1)
    
    
    9,386
    
    
    
    Deferred income taxes
    
    
    3,913
    
    
    
    4,173Prepayments and other
    
    
    2,179
    
    
    
    1,879Total current assets
    
    
    178,078
    
    
    
    163,520PROPERTY, PLANT AND EQUIPMENT, at cost
    
    
    2,286,280
    
    
    
    2,273,333Less  Accumulated depreciation
    
    
    957,385
    
    
    
    933,297Total property, plant and equipment
    
    
    1,328,895
    
    
    
    1,340,036OTHER ASSETS:Deferred charges
    
    
    49,124
    
    
    
    50,019Regulatory assets
    
    
    60,007
    
    
    
    36,361Total other assets
    
    
    109,131
    
    
    
    86,380Total assets
    
    $
    1,616,104
    
    
    $
    1,589,936
  -21-




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NORTHWEST PIPELINE CORPORATION
 BALANCE SHEET
  December 31,2005
    
    
    2004LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable Trade
    
    $
    26,535
    
    
    $
    9,901Affiliated companies
    
    
    3,754
    
    
    
    16,103Accrued liabilities Income taxes due to affiliate
    
    
    
    
    
    
    3,436Taxes, other than income taxes
    
    
    8,511
    
    
    
    11,599Interest
    
    
    7,013
    
    
    
    7,294Employee costs
    
    
    8,731
    
    
    
    7,828Exchange gas due to others
    
    
    20,643
    
    
    
    13,939Exchange gas offset (Note 1)
    
    
    
    
    
    
    2,072Deferred contract termination income
    
    
    6,045
    
    
    
    Other
    
    
    3,618
    
    
    
    3,783Current maturities of long-term debt
    
    
    7,500
    
    
    
    7,500Total current liabilities
    
    
    92,350
    
    
    
    83,455LONG-TERM DEBT, LESS CURRENT MATURITIES
    
    
    512,580
    
    
    
    520,062DEFERRED INCOME TAXES
    
    
    236,548
    
    
    
    255,379DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES
    
    
    65,869
    
    
    
    44,038CONTINGENT LIABILITIES AND COMMITMENTSCOMMON STOCKHOLDERS EQUITY:Common stock, par value $1 per share; authorized
and outstanding, 1,000 shares
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    262,844
    
    
    
    262,844Retained earnings
    
    
    445,912
    
    
    
    424,157Total common stockholders equity
    
    
    708,757
    
    
    
    687,002Total liabilities and stockholders equity
    
    $
    1,616,104
    
    
    $
    1,589,936
  -22-




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NORTHWEST PIPELINE CORPORATION
 STATEMENT OF COMMON STOCKHOLDERS EQUITY
 Years Ended December 31,2005
    
    
    2004
    
    
    2003Common stock, par value $1 per share,
authorized and outstanding, 1,000 shares
    
    $
    1
    
    
    $
    1
    
    
    $
    1Additional paid-in capital -Balance at beginning and end of period
    
    
    262,844
    
    
    
    262,844
    
    
    
    262,844Retained earnings -Balance at beginning of period
    
    
    424,157
    
    
    
    407,502
    
    
    
    334,208Net income
    
    
    71,755
    
    
    
    76,655
    
    
    
    73,294Cash dividends
    
    
    (50,000
    )
    
    
    (60,000
    )
    
    
    Balance at end of period
    
    
    445,912
    
    
    
    424,157
    
    
    
    407,502Accumulated other comprehensive income 
Balance at beginning of period
    
    
    
    
    
    
    (388
    )
    
    
    (3,214
    )Minimum pension liability adjustment
    
    
    
    
    
    
    388
    
    
    
    2,826Balance at end of period
    
    
    
    
    
    
    
    
    
    
    (388
    )Total common stockholders equity
    
    $
    708,757
    
    
    $
    687,002
    
    
    $
    669,959
  -23-




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NORTHWEST PIPELINE CORPORATION
 STATEMENT OF COMPREHENSIVE INCOME
  Years Ended December 31,2005
    
    
    2004
    
    
    2003Net Income
    
    $
    71,755
    
    
    $
    76,655
    
    
    $
    73,294Minimum
pension liability adjustment, net of tax of ($240) for 2004 and ($1,751) for 2003
    
    
    
    
    
    
    388
    
    
    
    2,826Total comprehensive income
    
    $
    71,755
    
    
    $
    77,043
    
    
    $
    76,120
  -24-




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NORTHWEST PIPELINE CORPORATION
 STATEMENT OF CASH FLOWS
 Years Ended December 31,2005
    
    
    2004
    
    
    2003OPERATING ACTIVITIES:Net IncomeAdjustments to reconcile to net cash provided by
operating activities -Depreciation
    
    $
    71,755
    
    
    $
    76,655
    
    
    $
    73,294Regulatory credits
    
    
    66,333
    
    
    
    65,615
    
    
    
    66,735Provision (benefit) for deferred income taxes
    
    
    (4,446
    )
    
    
    (7,180
    )
    
    
    (6,357
    )Impairment charges
    
    
    (18,571
    )
    
    
    33,524
    
    
    
    51,735Amortization of deferred charges and credits
    
    
    
    
    
    
    8,872
    
    
    
    25,643Allowance for equity funds used during construction
    
    
    4,053
    
    
    
    4,189
    
    
    
    4,523Reserve for doubtful accounts
    
    
    (2,872
    )
    
    
    (806
    )
    
    
    (    8,600
    )Changes in:
    
    
    44
    
    
    
    
    
    
    
    (166
    )Trade accounts receivable
    
    
    1,639
    
    
    
    918
    
    
    
    1,723Affiliated receivables, including income taxes
    
    
    (5,489
    )
    
    
    577
    
    
    
    197Exchange gas due from others
    
    
    (4,632
    )
    
    
    (5,765
    )
    
    
    5,764Materials and supplies
    
    
    236
    
    
    
    899
    
    
    
    1,010Other current assets
    
    
    (800
    )
    
    
    685
    
    
    
    (1,229
    )Deferred charges
    
    
    (6,992
    )
    
    
    (5,854
    )
    
    
    (1,546
    )Trade accounts payable
    
    
    8,931
    
    
    
    (6,279
    )
    
    
    11,244Affiliated payables, including income taxes
    
    
    (15,785
    )
    
    
    5,019
    
    
    
    (5,165
    )Exchange gas due to others
    
    
    4,632
    
    
    
    5,765
    
    
    
    (5,764
    )Other accrued liabilities
    
    
    6,440
    
    
    
    2,422
    
    
    
    5,222Other deferred credits
    
    
    3,659
    
    
    
    2,592
    
    
    
    570Other
    
    
    
    
    
    
    
    
    
    
    (25
    )Net cash provided by operating activities
    
    
    108,135
    
    
    
    181,848
    
    
    
    218,808INVESTING ACTIVITIES:Property, plant and equipment -Capital expenditures
    
    
    (137,232
    )
    
    
    (102,213
    )
    
    
    (294,524
    )Proceeds from sales
    
    
    
    
    
    
    5,033
    
    
    
    Asset removal cost
    
    
    (1,568
    )
    
    
    
    
    
    
    (1,898
    )Changes in accounts payable
    
    
    6,564
    
    
    
    (784
    )
    
    
    (14,782
    )Proceeds from contract termination payment
    
    
    87,917
    
    
    
    
    
    
    
    Repayments from (Advances to) affiliates
    
    
    
    
    
    
    36,356
    
    
    
    (69,074
    )Net cash used in investing activities
    
    
    (44,319
    )
    
    
    (61,608
    )
    
    
    (380,278
    )FINANCING ACTIVITIES:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    175,000Principal payments on long-term debt
    
    
    (7,500
    )
    
    
    (7,500
    )
    
    
    (7,500
    )Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (5,584
    )Dividends paid
    
    
    (50,000
    )
    
    
    (60,000
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (57,500
    )
    
    
    (67,500
    )
    
    
    161,916NET INCREASE IN CASH AND CASH
EQUIVALENTS
    
    
    6,316
    
    
    
    52,740
    
    
    
    446CASH AND CASH EQUIVALENTS AT BEGINNING OF
YEAR
    
    
    53,393
    
    
    
    653
    
    
    
    207CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    59,709
    
    
    $
    53,393
    
    
    $
    653
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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Corporate Structure and Control
   Nature of Operations
  Regulatory Accounting
  Basis of Presentation
  Use of Estimates
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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Property, Plant and Equipment
        -27-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
    Allowance for Borrowed and Equity Funds Used During Construction
   Advances to Affiliates
  Accounts Receivable and Allowance for Doubtful Receivables
  Reserve for Obsolescence
  Impairment of Long-Lived Assets
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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
   Income Taxes
  Deferred Charges
  Cash and Cash Equivalents
  Exchange Gas Imbalances
  Revenue Recognition
  Environmental Matters
  -29-




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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Interest Payments
  Employee Stock-Based Awards
 Recent Accounting Standards
 Years Ended December 31,2005
    
    
    2004
    
    
    2003(Thousands of Dollars)Net income, as reported
    
    $
    71,755
    
    
    $
    76,655
    
    
    $
    73,294Add: Stock-based employee
compensation included in the
Statement of Income, net of related
tax effects
    
    
    65
    
    
    
    35
    
    
    
    Deduct: Total stock-based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects
    
    
    (374
    )
    
    
    (787
    )
    
    
    (626
    )Pro forma net income
    
    $
    71,446
    
    
    $
    75,903
    
    
    $
    72,668
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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 Recent Accounting Standards
 Stock-Based Awards
      FERC Order, Accounting for Pipeline Assessment Cost
  -31-




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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Other Recent Accounting Standards
    Reclassifications
  2. CONTINGENT LIABILITIES AND COMMITMENTS
 Legal Proceedings
  -32-




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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Environmental Matters
   Safety Matters
 Pipeline Integrity Regulations
 Aging Pipeline Infrastructure
 Other Matters
  -33-




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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 Summary
  Other Commitments
  Termination of the Grays Harbor Transportation Agreement
   2003 Pipeline Breaks in Washington
     -34-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
     3. DEBT, FINANCING ARRANGEMENTS AND LEASES
 Debt Covenants
  -35-




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NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 Long-Term Debt
  December 31,2005
    
    
    2004(Thousands of Dollars)6.625%, payable 2007
    
    $
    250,000
    
    
    $
    250,0007.125%, payable 2025
    
    
    84,774
    
    
    
    84,7638.125%, payable 2010
    
    
    175,000
    
    
    
    175,0009%, payable 2004 through 2007
    
    
    10,306
    
    
    
    17,799Total long-term debt
    
    
    520,080
    
    
    
    527,562Less current maturities
    
    
    7,500
    
    
    
    7,500Total long-term debt, less current maturities
    
    $
    512,580
    
    
    $
    520,062
  (Thousands ofDollars)2006
    
    $
    7,5002007
    
    
    252,8672008
    
    
    2009
    
    
    2010
    
    
    175,000Thereafter
    
    
    85,000Total
    
    $
    520,367
 Line-of-Credit Arrangements
  
    
    added Williams Partners L.P. as a borrower for up to $75 million;
    
    provided Williams guarantee for the obligations of Williams Partners L.P. under
this agreement;
    
    released certain Williams midstream assets held as collateral and replaced them
with the common stock of Transco; and
    
    reduced commitment fees and margins.
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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Leases
    (Thousandsof Dollars)2006
    
    $
    6,3982007
    
    
    6,3772008
    
    
    6,3762009
    
    
    6,312$
    25,463Less: noncancelable
subleases
    
    
    11,164Total
    
    $
    14,299
  4. EMPLOYEE BENEFIT PLANS
 Pension and Postretirement Medical Plans
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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 Defined Contribution Plan
  Employee Stock-Based Awards
     2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding  beginning of year
    
    
    1,203
    
    
    $
    15.99
    
    
    
    1,235
    
    
    $
    16.02
    
    
    
    1,511
    
    
    $
    19.40Granted
    
    
    133
    
    
    $
    19.29
    
    
    
    141
    
    
    $
    9.93
    
    
    
    165
    *
    
    $
    10.00Exercised
    
    
    (200
    )
    
    $
    11.80
    
    
    
    (183
    )
    
    $
    7.18
    
    
    
    (7
    )
    
    $
    8.06Forfeited/expired
    
    
    (41
    )
    
    $
    33.50
    
    
    
    (45
    )
    
    $
    24.02
    
    
    
    (522)
    **
    
    $
    25.45Employee transfers, net
    
    
    60
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    88
    
    
    
    Outstanding  end of year
    
    
    1,155
    
    
    $
    16.18
    
    
    
    1,203
    
    
    $
    15.99
    
    
    
    1,235
    
    
    $
    16.02Exercisable at year end
    
    
    906
    
    
    $
    16.42
    
    
    
    1,033
    
    
    $
    16.97
    
    
    
    734
    
    
    $
    23.35
 
 *
    
    All of the 2003 Williams stock options granted relate to the Williams stock option
exchange program described above.**
    
    Includes 413 options that were cancelled on June 26, 2003, under the Williams stock option
exchange program, described above. -38-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Stock Options Outstanding
    
    Stock Options ExercisableWeightedAverageWeighted
    
    Remaining
    
    
    
    
    
    WeightedRange of Exercise
    
    
    
    
    
    Average
    
    Contractual
    
    
    
    
    
    AveragePrices
    
    Options
    
    Exercise Price
    
    Life (years)
    
    Options
    
    Exercise Price$2.27 to $10.00
    
    
    600
    
    
    $
    6.71
    
    
    
    6.1
    
    
    
    493
    
    
    $
    6.01$14.80 to $15.89
    
    
    102
    
    
    $
    15.60
    
    
    
    1.3
    
    
    
    102
    
    
    $
    15.60$19.29 to $31.56
    
    
    254
    
    
    $
    21.82
    
    
    
    5.7
    
    
    
    112
    
    
    $
    25.04$34.54 to $42.29
    
    
    199
    
    
    $
    37.74
    
    
    
    1.6
    
    
    
    199
    
    
    $
    37.741,155
    
    
    $
    16.18
    
    
    
    4.8
    
    
    
    906
    
    
    $
    16.42
  2005
    
    2004
    
    2003(a)Weighted-average grant date fair value
of options for Williams common stock
granted during the year
    
    $
    6.70
    
    
    $
    4.54
    
    
    $
    2.95AssumptionsDividend yield
    
    
    1.6
    %
    
    
    0.4
    %
    
    
    1.0
    %Volatility
    
    
    33.3
    %
    
    
    50
    %
    
    
    50
    %Risk-free interest rate
    
    
    4.1
    %
    
    
    3.3
    %
    
    
    3.1
    %Expected life (years)
    
    
    6.5
    
    
    
    5.0
    
    
    
    5.0
 
 (a)
    
    In 2003, stock options granted to our employees were solely related to the employee stock
option exchange described above. The weighted-average fair value of these options is $1.58,
which is the difference in the fair value of the new options granted and the fair value of the
exchanged options. The assumptions used in the fair value calculation of the new options
granted were: 1) dividend yield of .40 percent; 2) volatility of 50 percent; 3) weighted
average expected remaining life of 3.4 years; and 4) weighted average risk free interest rate
of 1.99 percent.
  -39-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 5. INCOME TAXES
  December 31,2005
    
    
    2004(Thousands of Dollars)Property, plant and equipment
    
    $
    220,057
    
    
    $
    238,430Regulatory assets
    
    
    12,303
    
    
    
    12,853Loss on reacquired debt
    
    
    4,521
    
    
    
    5,127Other  net
    
    
    8,024
    
    
    
    1,053Deferred tax liabilities
    
    
    244,905
    
    
    
    257,463Accrued liabilities
    
    
    12,270
    
    
    
    4,173Minimum tax credits
    
    
    
    
    
    
    2,084Deferred tax assets
    
    
    12,270
    
    
    
    6,257Net deferred tax liabilities
    
    $
    232,635
    
    
    $
    251,206Reflected as:Deferred income taxes  current asset
    
    $
    3,913
    
    
    $
    4,173Deferred income taxes  noncurrent liability
    
    
    236,548
    
    
    
    255,379$
    232,635
    
    
    $
    251,206
  Year Ended December 31,2005
    
    
    2004
    
    
    2003(Thousands of Dollars)Current:Federal
    
    $
    52,292
    
    
    $
    11,406
    
    
    $
    (6,058)State
    
    
    6,473
    
    
    
    1,849
    
    
    
    (1,159
    )58,765
    
    
    
    13,255
    
    
    
    (7,217
    )Deferred:Federal
    
    
    (16,373
    )
    
    
    30,128
    
    
    
    45,636State
    
    
    (2,198
    )
    
    
    3,396
    
    
    
    6,099(18,571
    )
    
    
    33,524
    
    
    
    51,735Total provision
    
    $
    40,194
    
    
    $
    46,779
    
    
    $
    44,518
 -40-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
  Year Ended December 31,2005
    
    
    2004
    
    
    2003(Thousands of Dollars)Provision at statutory Federal income tax
rate of 35 percentIncrease (decrease) in tax provision resulting from -
    
    $
    39,182
    
    
    $
    43,202
    
    
    $
    41,235State income taxes net of Federal tax benefit
    
    
    2,779
    
    
    
    3,409
    
    
    
    3,211Book/tax basis reconciliation adjustment
    
    
    (1,835
    )
    
    
    
    
    
    
    Other  net
    
    
    68
    
    
    
    168
    
    
    
    72Provision for income taxes
    
    $
    40,194
    
    
    $
    46,779
    
    
    $
    44,518Effective tax rate
    
    
    35.90
    %
    
    
    37.90
    %
    
    
    37.79
    %
   6. FINANCIAL INSTRUMENTS
 Disclosures About the Fair Value of Financial Instruments
  Cash, cash equivalents and advances to affiliate
 Long-term debt
 -41-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 7. TRANSACTIONS WITH MAJOR CUSTOMERS AND AFFILIATES
 Concentration of Off-Balance-Sheet and Other Credit Risk
  Year Ended December 31,2005
    
    
    2004
    
    
    2003(Thousands of Dollars)Puget Sound Energy, Inc.
    
    $
    56,480
    
    
    $
    46,997
    
    
    $
    40,732Northwest Natural Gas Co.
    
    
    35,420
    
    
    
    38,067
    
    
    
    38,437Duke Energy Trading and Marketing LLC
    
    
    (a
    )
    
    
    (a
    )
    
    
    33,739
 
 (a)
    
    Revenues were under 10 percent in this year.  Related Party Transactions
     -42-




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##### Table of Contents



NORTHWEST PIPELINE CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 8. IMPAIRMENTS
   9. QUARTERLY INFORMATION (UNAUDITED)
  Quarter of 2005First
    
    
    Second
    
    
    Third
    
    
    Fourth(Thousands of Dollars)Operating revenues
    
    $
    80,283
    
    
    $
    78,907
    
    
    $
    79,639
    
    
    $
    82,628Operating income
    
    
    37,664
    
    
    
    34,498
    
    
    
    36,074
    
    
    
    33,140Net income
    
    
    18,317
    
    
    
    17,189
    
    
    
    18,252
    
    
    
    17,997
  Quarter of 2004First
    
    
    Second
    
    
    Third
    
    
    Fourth(Thousands of Dollars)Operating revenues
    
    $
    85,476
    
    
    $
    83,504
    
    
    $
    83,255
    
    
    $
    86,297Operating income
    
    
    42,247
    
    
    
    30,131
    
    
    
    45,135
    
    
    
    42,280Net income
    
    
    20,957
    
    
    
    13,073
    
    
    
    22,016
    
    
    
    20,609
  -43-




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##### Table of Contents



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
    
 Item 9B.
  -44-




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##### Table of Contents



PART III
  
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2005
    
    
    2004(Thousands of Dollars)Audit Fees
    
    $
    791
    
    
    $
    709Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    791
    
    
    $
    709
   -45-




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##### Table of Contents



PART IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a) 1. Financial Statements
 Index
 PageReferenceto 2005Form 10-KReport of Independent Registered Public Accounting Firm
    
    
    19Statement of Income for the Years Ended December 31, 2005, 2004 and 2003
    
    
    20Balance Sheet at December 31, 2005 and 2004
    
    
    21Statement of Common Stockholders Equity for the Years Ended December 31, 2005,
2004 and 2003
    
    
    23Statement of Comprehensive Income for the Years Ended December 31, 2005, 2004
and 2003
    
    
    24Statement of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003
    
    
    25Notes to Financial Statements
    
    
    26
 (a) 2. Financial Statement Schedules
 
 Charged toBeginning
    
    
    Costs and
    
    
    
    
    
    
    EndingDescription
    
    Balance
    
    
    Expenses
    
    
    Deductions
    
    
    BalancesYear ended December 31, 2005:Reserve for doubtful receivables
    
    $
    320
    
    
    $
    44
    
    
    $
    (273
    )
    
    $
    91Reserve for obsolescence of
materials and supplies
    
    
    439
    
    
    
    0
    
    
    
    (176
    )
    
    
    263Year ended December 31, 2004:Reserve for doubtful receivables
    
    
    320
    
    
    
    0
    
    
    
    0
    
    
    
    320Reserve for obsolescence of
materials and supplies
    
    
    284
    
    
    
    825
    
    
    
    (670
    )
    
    
    439Year ended December 31, 2003:Reserve for doubtful receivables
    
    
    486
    
    
    
    (12
    )
    
    
    (154
    )
    
    
    320Reserve for obsolescence of
materials and supplies
    
    
    500
    
    
    
    280
    
    
    
    (496
    )
    
    
    284
  -46-




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##### Table of Contents



(a) 3 and b. Exhibits:
 (2)
    
    Plan of acquisition, reorganization, arrangement, liquidation or succession:
 *(a)
    
    Merger Agreement, dated as of September 20, 1983, between Williams and Northwest
Energy Company (Energy) (Exhibit 18 to Energy schedule 14D-9 (Amendment No. 3) dated
September 22, 1983).*(b)
    
    The Plan of Merger, dated as of November 7, 1983, between Energy and a subsidiary
of Williams (Exhibit 2(b) to Northwest report on Form 10-K, No. 1-7414, filed March 22,
1984).
 (3)
    
    Articles of incorporation and by-laws:
 *(a)
    
    Restated Certificate of Incorporation (Exhibit 3a to Amendment No. 1 to
Registration Statement on Form S-1, No. 2-55-273, filed January 13, 1976).*(b)
    
    By-laws, as amended (Exhibit 3c to Registration Statement on Form S-1, No.
2-55273, filed December 30, 1975).
 (4)
    
    Instruments defining the rights of security holders, including indentures:
 *(a)
    
    Senior Indenture, dated as of August 1, 1992, between Northwest and Continental
Bank, N.A., relating to Pipelines 9% Debentures, due 2022 (Exhibit 4.1 to Registration
Statement on Form S-3, No. 33-49150, filed July 2, 1992).*(b)
    
    Senior Indenture, dated as of November 30, 1995 between Northwest and Chemical
Bank, relating to Pipelines 7.125% Debentures, due 2025 (Exhibit 4.1 to Registration
Statement on Form S-3, No. 33-62639, filed September 14, 1995).*(c)
    
    Senior indenture, dated as of December 8, 1997 between Northwest and The Chase
Manhattan Bank, relating to Pipelines 6.625% Debentures, due 2007 (Exhibit 4.1 to
Registration Statement on Form S-3, No. 333-35101, filed September 8, 1997).*(d)
    
    Indenture dated March 4, 2003, between Northwest and JP Morgan Chase Bank, as
Trustee (filed as Exhibit 4.1 to The Williams Companies, Inc. Form 10-Q for the quarter
ended March 31, 2003, Commission File Number 1-4174).
 (10)
    
    Material contracts:
 (a)
    
    *(1)
    
    Form of Transfer Agreement, dated July 1, 1991, between Northwest and Gas
Processing (Exhibit 10(c)(8) to Pipeline Report on Form 10-K, No. 1-7414, filed March
26, 1992).*(2)
    
    Form of Operating Agreement, dated July 1, 1991, between Northwest and
Williams Field Services Company (Exhibit 10(c)(9) to Pipeline Report on Form 10-K,
No. 1-7414, filed March 26, 1992).*(1)
    
    U.S $1,000,000,000 Credit Agreement dated as of May 3, 2004, among
Williams, Northwest, Transcontinental Gas Pipe Line Corporation, as Borrowers,
Citicorp USA, Inc., as Administrative Agent and Collateral Agent, Citibank, N.A.
and Bank of America, N.A., as Issuing Banks, the banks named therein as Banks, Bank
of America, N.A., as Syndication Agent, JPMorgan Chase Bank, The Bank of Nova
Scotia, The Royal Bank of Scotland plc as Co-Documentation Agents, Citigroup Global
Markets Inc. and Banc of America Securities LLC as Joint Lead Arrangers and Co-Book
Runners (filed as Exhibit 10.4 to Williams Form 10-Q filed May 6, 2004 Commission
File Number 1-4174).*(2)
    
    Letter of Credit Commitment Increase Agreement dated August 4, 2004, by
and among The Williams Companies, Inc., Citicorp USA in its capacity as Agent under
the Credit Agreement dated as of May 3, 2004 among the Borrower, Northwest Pipeline
Corporation, Transcontinental Gas Pipe Line Corporation, the Agent, the
 -47-




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##### Table of Contents



Collateral Agent, the Banks and Issuing Banks party thereto and Citibank, N.A.
and Bank of America, N.A. (filed as Exhibit 10.1 to The Williams Companies,
Inc. Form 10-Q for the quarter ended September 30, 2004 Commission File Number
1-4174).*(3)
    
    Revolving Credit Commitment Increase Agreement dated August 4, 2004, by
and among The Williams Companies, Inc., Citicorp USA, Inc. in its capacity as Agent
under the Credit Agreement dated as of May 3, 2004 among the Borrower, Northwest
Pipeline Corporation, Transcontinental Gas Pipe Line Corporation, the Agent, the
Collateral Agent and the Banks and Issuing Banks party thereto, the Issuing Banks
and Citicorp USA, Inc. (filed as Exhibit 10.2 to The Williams Companies, Inc. Form
10-Q for the quarter ended September 30, 2004 Commission File Number 1-4174).*(4)
    
    Amendment Agreement dated as of October 19, 2004, among Williams,
Northwest, Transcontinental Gas Pipeline Corporation, as Borrowers, the banks,
financial institutions and other institutional lenders that are parties to the
Credit Agreement dated as of May 3, 2004, among the Borrowers, the Banks, Citicorp
USA, Inc., as agent and Citibank, N.A. and Bank of America, N.A., as issuers of
letters of credit under the Credit Agreement, the Agent and the Issuing Banks
(filed as Exhibit 10.29 to Williams Form 10-K filed March 11, 2005 Commission File
Number 1-4174).*(5)
    
    Amended and Restated Credit Agreement dated as of May 20, 2005 among
The Williams Companies, Inc., Williams Partner L.P., Northwest Pipeline
Corporation, Transcontinental Gas Pipe Line Corporation, and the Banks, Citibank,
N.A. and Bank of America, N.A. (each, an Issuing Bank), and Citicorp USA, INC. as
administrative agent. (filed as Exhibit 1.1 to Form 8-K filed May 26, 2005).
 (23)
    
    Consent of Independent Registered Public Accounting Firm(24)
    
    Power of Attorney with Certified Resolution(31)
    
    Section 302 Certifications
 (a)
    
    Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley
Act of 2002.(b)
    
    Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley
Act of 2002.
 (32)
    
    Section 906 Certification
 (a)
    
    Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *Exhibits so marked have heretofore been filed with the Securities and Exchange Commission as
part of the filing indicated and are incorporated herein by reference. -48-




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##### Table of Contents



SIGNATURES
  NORTHWEST PIPELINE CORPORATION
                        (Registrant)By
    /s/ R. Rand ClarkR. Rand ClarkController   Signature
    
    Title/s/ Steven J. Malcolm*

Steven J. Malcolm
    
    Chairman of the Board/s/ Phillip D. Wright*

Phillip D. Wright
    
    Senior Vice President and Director
(Principal Executive Officer)/s/ Richard D. Rodekohr*

Richard D. Rodekohr
    
    Vice President and Treasurer
(Principal Financial Officer)/s/ R. Rand Clark

R. Rand Clark
    
    Controller (Principal Accounting Officer)/s/ Allison G. Bridges*

Allison G. Bridges
    
    Director and Vice President* By /s/ R. Rand Clark

R. Rand ClarkAttorney-in-fact
  -49-




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##### Table of Contents



Exhibit23
    
    Consent of Independent Registered Public Accounting Firm24
    
    Power of Attorney with Certified Resolution31(a)
    
    Section 302 Certification of Principal Executive Officer31(b)
    
    Section 302 Certification of Principal Financial Officer32
    
    Section 906 Certification of Principal Executive Officer and Principal Financial Officer