##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____________________ to _________________________
 Commission File Number 1-7414
 NORTHWEST PIPELINE GP
  DELAWARE
    
    26-1157701(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)
 
 
 
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



NORTHWEST PIPELINE GP
FORM 10-K
 TABLE OF CONTENTS
 PagePART IItem 1. BUSINESS
    
    
    1Item 1A. RISK FACTORS
    
    
    3Item 1B. UNRESOLVED STAFF COMMENTS
    
    
    18Item 2. PROPERTIES
    
    
    18Item 3. LEGAL PROCEEDINGS
    
    
    18PART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    19Item 6. SELECTED FINANCIAL DATA (Omitted)
    
    
    19Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    19Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    22Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    23Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
    
    
    47Item 9A. CONTROLS AND PROCEDURES
    
    
    47Item 9B. OTHER INFORMATION
    
    
    47PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Omitted)
    
    
    48Item 11. EXECUTIVE COMPENSATION (Omitted)
    
    
    48Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS (Omitted)
    
    
    48Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE (Omitted)
    
    
    48Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    48PART IVItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    49EX-31.AEX-31.BEX-32.A
  i




---



##### Table of Contents



DEFINITIONS
  Mcf
 MMcf
 Bcf
 MMBtu
 TBtu
 Dth
 Mdth
 MMdth-
 ii




---



##### Table of Contents



PART I
 
 Item 1.
    
    BUSINESS
   GENERAL
      1




---



##### Table of Contents



CAPITAL PROJECTS
 Sundance Trail Expansion
  REGULATION
   Safety and Maintenance
 Pipeline Integrity Regulations
  2




---



##### Table of Contents



Environmental Regulation
  EMPLOYEES
  TRANSACTIONS WITH AFFILIATES
  
 Item 1A.
    
    RISK FACTORS
 FORWARD-LOOKING
STATEMENTS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
   
    
    Amounts and nature of future capital expenditures;
    
    Expansion and growth of our business and operations;
    
    Financial condition and liquidity;
    
    Business strategy;
 3




---



##### Table of Contents




    
    Cash flow from operations or results of operations;
    
    Rate case filings; and
    
    Natural gas prices and demand.
  
    
    Availability of supplies (including the uncertainties inherent in assessing and
estimating future natural gas reserves), market demand, volatility of prices, and the
availability and cost of capital;
    
    Inflation, interest rates, and general economic conditions (including future
disruptions and volatility in the global credit markets and the impact of these
events on our customers and suppliers);
    
    The strength and financial resources of our competitors;
    
    Development of alternative energy sources;
    
    The impact of operational and development hazards;
    
    Costs of, changes in, or the results of laws, government regulations (including
climate change legislation), environmental liabilities, litigation, and rate
proceedings;
    
    Our allocated costs for defined benefit pension plans and other postretirement
benefit plans sponsored by our affiliates;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Our exposure to the credit risks of our customers;
    
    Risks related to strategy and financing, including restrictions stemming from our
debt agreements, future changes in our credit ratings, and the availability and cost
of credit;
    
    Risks associated with future weather conditions;
    
    Acts of terrorism; and
    
    Additional risks described in our filings with the Securities and Exchange
Commission (SEC).
    4




---



##### Table of Contents



RISK FACTORS
  Risks Inherent to Our Industry and Business
 Our 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 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 our facilities or those of other energy
companies.
  Increased competition from alternative natural gas transportation and storage options and
alternative fuel sources could have a significant financial impact on us.
  5




---



##### Table of Contents



Certain of our services are subject to long-term, discounted or negotiated rate contracts where the
revenues received from such contracts may be less than the cost to perform such services.
  We may not be able to maintain or replace expiring natural gas transportation and storage contracts
at favorable rates or on a long-term basis.
   
    
    the level of existing and new competition to deliver natural gas to our markets;
    
    the growth in demand for natural gas in our markets;
    
    whether the market will continue to support long-term firm contracts;
    
    whether our business strategy continues to be successful;
    
    the level of competition for natural gas supplies in the production basins serving
us; and
 6




---



##### Table of Contents




    
    the effects of state regulation on customer contracting practices.
  Competitive pressures could lead to decreases in the volume of natural gas contracted or
transported through our pipeline system.
  Any significant decrease in supplies of natural gas in our areas of operation could adversely
affect our business and operating results.
    Decreases in demand for natural gas could adversely affect our business.
  7




---



##### Table of Contents



Significant prolonged changes in natural gas prices could affect supply and demand and cause a
reduction in or termination of our long-term transportation and storage contracts or throughput on
our system.
  Our costs of maintaining or repairing our facilities may exceed our expectations and the FERC or
competition in our markets may not allow us to recover such costs in the rates we charge for our
services.
  Our business is subject to complex government regulations. The operation of our business might be
adversely affected by changes in these regulations or in their interpretation or implementation, or
the introduction of new laws or regulations applicable to our business or our customers.
  We are subject to risks associated with climate change.
  Our operations are subject to governmental laws and regulations relating to the protection of the
environment, which may expose us to significant costs and liabilities and could exceed our current
expectations.
  8




---



##### Table of Contents




    
    Clean Air Act (CAA), and analogous state laws, which impose obligations related to
air emissions;
    
    Clean Water Act (CWA), and analogous state laws, which regulate discharge of
wastewaters from our facilities to state and federal waters;
    
    Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and
analogous state laws, which regulate the cleanup of hazardous substances that may have
been released at properties currently or previously owned or operated by us or
locations to which we have sent wastes for disposal; and
    
    Resource Conservation and Recovery Act (RCRA), and analogous state laws, which
impose requirements for the handling and discharge of solid and hazardous waste from
our facilities.
      9




---



##### Table of Contents



We depend on certain key customers for a significant portion of our revenues. The loss of any of
these key customers or the loss of any contracted volumes could result in a decline in our
business.
  We are exposed to the credit risk of our customers, and our credit risk management may not be
adequate to protect against such risk.
  The failure of counterparties to perform their contractual obligations could adversely affect our
operating results and financial condition.
 10




---



##### Table of Contents



If third-party pipelines and other facilities interconnected to our pipeline and facilities become
unavailable to transport natural gas, our revenues could be adversely affected.
  We do not own all of the land on which our pipeline and facilities are located, which could disrupt
our operations.
  We do not insure against all potential losses and could be seriously harmed by unexpected
liabilities or by the inability of our insurers to satisfy our claims.
     11




---



##### Table of Contents



Execution of our capital projects subjects us to construction risks, increases in labor costs and
materials, and other risks that may adversely affect financial results.
  
    
    the ability to obtain necessary approvals and permits by regulatory agencies on a
timely basis and on acceptable terms;
    
    the availability of skilled labor, equipment, and materials to complete expansion
projects;
    
    potential changes in federal, state and local statutes and regulations, including
environmental requirements, that prevent a project from proceeding or increase the
anticipated cost of the project;
    
    impediments on our ability to acquire rights-of-way or land rights on a timely basis
and on acceptable terms;
    
    the ability to construct projects within estimated costs, including the risk of cost
overruns resulting from inflation or increased costs of equipment, materials, labor or
other factors beyond our control, that may be material; and
    
    the ability to access capital markets to fund construction projects.
  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.
  We do not operate all of our assets. This reliance on others to operate our assets and to provide
other services could adversely affect our business and operating results.
   12




---



##### Table of Contents



Risks Related to Strategy and Financing
 Restrictions in our debt agreements and our leverage may affect our future financial and operating
flexibility.
   
    
    Make it more difficult for us to satisfy our obligations with respect to our senior
unsecured notes and our other indebtedness, which could in turn result in an event of
default on such other indebtedness or our outstanding notes;
    
    Impair our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions, or other purposes;
    
    Diminish our ability to withstand a continued or future downturn in our business or
the economy generally;
    
    Require us to dedicate a substantial portion of our cash flow from operations to
debt service payments, thereby reducing the availability of cash for working capital,
capital expenditures, acquisitions, general corporate purposes, or other purposes;
    
    Limit our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate; and
    
    Place us at a competitive disadvantage compared to our competitors that have
proportionately less debt.
   Our debt agreements and Williams and WPZs public indentures contain financial and operating
restrictions that may limit our access to credit and affect our ability to operate our business.
In addition, our ability to obtain credit in the future will be affected by Williams and WPZs
credit ratings.
  13




---



##### Table of Contents



Future disruptions in the global credit markets may make 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.
  14




---



##### Table of Contents



A downgrade of our credit ratings could impact our liquidity, access to capital and our costs of
doing business, and independent third parties determine our credit ratings outside of our control.
  
    
    economic downturns;
    
    deteriorating capital market conditions;
    
    declining market prices for natural gas;
    
    terrorist attacks or threatened attacks on our facilities or those of other energy
companies;
    
    the overall health of the energy industry, including the bankruptcy or insolvency of
other companies.
  Williams can exercise substantial control over our distribution policy and our business and
operations and may do so in a manner that is adverse to our interests.
  
    
    payment of distributions and repayment of advances;
    
    decisions on financings and our capital raising activities;
    
    mergers or other business combinations; and
    
    acquisition or disposition of assets.
  Risks Related to Regulations That Affect Our Industry
 Our natural gas transportation and storage operations are subject to regulation by FERC, which
could have an adverse impact on our ability to establish transportation and storage rates that
would allow us to recover the full cost of operating our pipeline, including a reasonable rate of
return.
  
    
    transportation of natural gas in interstate commerce;
 15




---



##### Table of Contents




    
    rates, operating terms, and conditions of service, including initiation and
discontinuation of services;
    
    the types of services we may offer to our customers;
    
    certification and construction of new facilities;
    
    acquisition, extension, disposition, or abandonment of facilities;
    
    accounts and records;
    
    depreciation and amortization policies;
    
    relationships with affiliated companies who are involved in marketing functions of
the natural gas business; and
    
    market manipulation in connection with interstate sales, purchases, or
transportation of natural gas.
    We could be subject to penalties and fines if we fail to comply with FERC regulations.
  The outcome of future 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.
  The outcome of future rate cases will determine the amount of income taxes that we will be allowed
to recover.
  16




---



##### Table of Contents



Legal and regulatory proceedings and investigations relating to the energy industry have adversely
affected our business and may continue to do so.
   Risks Related to Employees, Outsourcing of Non-Core Support Activities, and Technology.
 Institutional knowledge residing with current employees nearing retirement eligibility might not be
adequately preserved.
  Failure of or disruptions to our outsourcing relationships might negatively impact our ability to
conduct our business.
   Our allocation from Williams for costs for its defined benefit pension plans and other
postretirement benefit plans are affected by factors beyond our and Williams control.
  17




---



##### Table of Contents



Risks Related to Weather, Other Natural Phenomena and Business Disruption
 Our assets and operations can be affected by weather and other natural phenomena.
   Acts of terrorism could have a material adverse effect on our financial condition, results of
operations and cash flows.
  
 Item 1B. UNRESOLVED STAFF COMMENTS
  
 Item 2. PROPERTIES
  
 Item 3. LEGAL PROCEEDINGS
  18




---



##### Table of Contents



PART II
 
 Item 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER              PURCHASES OF
EQUITY SECURITIES
   
 Item 6. SELECTED FINANCIAL DATA
  
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 GENERAL
  CRITICAL ACCOUNTING ESTIMATES
  Regulatory Accounting
  19




---



##### Table of Contents



Contingent Liabilities
  RESULTS OF OPERATIONS
 Analysis of Financial Results
  2010 Compared to 2009
    20




---



##### Table of Contents



Effects of Inflation
  CAPITAL RESOURCES AND LIQUIDITY
 METHOD OF FINANCING
     CAPITAL EXPENDITURES
  21




---



##### Table of Contents



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
  December 31, 2010Fixed 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
    
    
    (1,366
    )Total long-term debt
    
    $
    693,634
  22




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageManagements Annual Report on Internal Control over Financial Reporting
    
    
    24Report of Independent Registered Public Accounting Firm
    
    
    25Statement of Income
    
    
    26Balance Sheet
    
    
    27Statement of Owners Equity
    
    
    29Statement of Comprehensive Income
    
    
    30Statement of Cash Flows
    
    
    31Notes to Financial Statements
    
    
    32
 23




---



##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
   Internal Control 
Integrated Framework.
  24




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 25




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 STATEMENT OF INCOME
  Years Ended December 31,2010
    
    
    2009
    
    
    2008OPERATING REVENUES
    
    $
    421,817
    
    
    $
    434,379
    
    
    $
    434,854OPERATING EXPENSES:General and administrative
    
    
    57,162
    
    
    
    64,657
    
    
    
    60,403Operation and maintenance
    
    
    65,516
    
    
    
    71,085
    
    
    
    72,831Depreciation
    
    
    87,915
    
    
    
    86,373
    
    
    
    86,184Regulatory credits
    
    
    (1,662
    )
    
    
    (2,403
    )
    
    
    (2,617
    )Taxes, other than income taxes
    
    
    18,106
    
    
    
    14,158
    
    
    
    16,875Total operating expenses
    
    
    227,037
    
    
    
    233,870
    
    
    
    233,676Operating income
    
    
    194,780
    
    
    
    200,509
    
    
    
    201,178OTHER INCOME  net:Interest income Affiliated
    
    
    27
    
    
    
    74
    
    
    
    813Other
    
    
    3
    
    
    
    16
    
    
    
    6Allowance for equity funds used during construction
    
    
    1,947
    
    
    
    1,996
    
    
    
    812Miscellaneous other expense, net
    
    
    (942
    )
    
    
    (135
    )
    
    
    (8
    )Total other income   net
    
    
    1,035
    
    
    
    1,951
    
    
    
    1,623INTEREST CHARGES:Interest on long-term debt
    
    
    44,458
    
    
    
    44,439
    
    
    
    42,290Other interest
    
    
    2,664
    
    
    
    5,414
    
    
    
    5,571Allowance
for borrowed funds used during construction
    
    
    (877
    )
    
    
    (1,044
    )
    
    
    (431
    )Total interest charges
    
    
    46,245
    
    
    
    48,809
    
    
    
    47,430INCOME BEFORE INCOME TAXES
    
    
    149,570
    
    
    
    153,651
    
    
    
    155,371INCOME TAXES (Note 5)
    
    
    43
    
    
    
    
    
    
    
    NET INCOME
    
    $
    149,527
    
    
    $
    153,651
    
    
    $
    155,371
  26




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 BALANCE SHEET
  December 31,2010
    
    
    2009(Restated)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    5
    
    
    $
    402Advances to affiliate
    
    
    45,045
    
    
    
    Accounts receivable Trade
    
    
    38,515
    
    
    
    40,442Affiliated companies
    
    
    2,118
    
    
    
    4,514Materials and supplies, less reserves of $613 for 2010 and $11
for 2009
    
    
    11,719
    
    
    
    9,960Exchange gas due from others
    
    
    2,323
    
    
    
    4,089Exchange gas offset
    
    
    3,854
    
    
    
    10,288Prepayments and other
    
    
    3,415
    
    
    
    4,241Total current assets
    
    
    106,994
    
    
    
    73,936PROPERTY, PLANT AND EQUIPMENT, at cost
    
    
    2,965,097
    
    
    
    2,887,021Less  Accumulated depreciation
    
    
    1,017,634
    
    
    
    950,708Total property, plant and equipment, net
    
    
    1,947,463
    
    
    
    1,936,313OTHER ASSETS:Deferred charges
    
    
    11,817
    
    
    
    13,996Regulatory assets
    
    
    60,176
    
    
    
    57,032Total other assets
    
    
    71,993
    
    
    
    71,028Total assets
    
    $
    2,126,450
    
    
    $
    2,081,277
  27




---



##### Table of Contents



NORTHWEST PIPELINE GP
 BALANCE SHEET
  December 31,2010
    
    
    2009(Restated)LIABILITIES AND OWNERS EQUITYCURRENT LIABILITIES:Accounts payable Trade
    
    $
    13,177
    
    
    $
    17,552Affiliated companies
    
    
    10,105
    
    
    
    23,131Accrued liabilities Taxes, other than income taxes
    
    
    10,186
    
    
    
    8,176Interest
    
    
    4,045
    
    
    
    4,045Exchange gas due to others
    
    
    13,115
    
    
    
    14,377Other
    
    
    4,245
    
    
    
    5,270Total current liabilities
    
    
    54,873
    
    
    
    72,551LONG-TERM DEBT
    
    
    693,634
    
    
    
    693,437DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES
    
    
    88,347
    
    
    
    108,139CONTINGENT LIABILITIES AND COMMITMENTSOWNERS EQUITY:Owners capital
    
    
    1,046,862
    
    
    
    1,027,862Loan to affiliate
    
    
    
    
    
    
    (105,431
    )Retained earnings
    
    
    242,396
    
    
    
    284,319Accumulated other comprehensive income
    
    
    338
    
    
    
    400Total owners equity
    
    
    1,289,596
    
    
    
    1,207,150Total liabilities and owners equity
    
    $
    2,126,450
    
    
    $
    2,081,277
 See accompanying notes.
 28




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 STATEMENT OF OWNERS EQUITY
  Years Ended December 31,2010
    
    
    2009
    
    
    2008Owners capital Balance at beginning of period
    
    $
    1,027,862
    
    
    $
    978,682
    
    
    $
    977,022Capital contribution from Williams
    
    
    19,000
    
    
    
    49,180
    
    
    
    1,660Balance at end of period
    
    
    1,046,862
    
    
    
    1,027,862
    
    
    
    978,682Loans (to) from affiliate Balance at beginning of period
    
    
    (105,431
    )
    
    
    (34,265
    )
    
    
    (29,186
    )Loans (to) from affiliate
    
    
    105,431
    
    
    
    (71,166
    )
    
    
    (5,079
    )Balance at end of period
    
    
    
    
    
    
    (105,431
    )
    
    
    (34,265
    )Retained earnings Balance at beginning of period
    
    
    284,319
    
    
    
    265,668
    
    
    
    228,739Net income
    
    
    149,527
    
    
    
    153,651
    
    
    
    155,371Cash distributions
    
    
    (191,450
    )
    
    
    (135,000
    )
    
    
    (419,342
    )Sale of partnership interest
    
    
    
    
    
    
    
    
    
    
    300,900Balance at end of period
    
    
    242,396
    
    
    
    284,319
    
    
    
    265,668Accumulated other comprehensive income (loss) Balance at beginning of period
    
    
    400
    
    
    
    462
    
    
    
    523Cash flow hedges:Reclassification of gain into earnings
    
    
    (62
    )
    
    
    (62
    )
    
    
    (61
    )Balance at end of period
    
    
    338
    
    
    
    400
    
    
    
    462Total owners equity
    
    $
    1,289,596
    
    
    $
    1,207,150
    
    
    $
    1,210,547
  29




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 STATEMENT OF COMPREHENSIVE INCOME
  Years Ended December 31,2010
    
    
    2009
    
    
    2008Net Income
    
    $
    149,527
    
    
    $
    153,651
    
    
    $
    155,371Cash Flow Hedges:Amortization of cash flow hedges
    
    
    (62
    )
    
    
    (62
    )
    
    
    (61
    )Total comprehensive income
    
    $
    149,465
    
    
    $
    153,589
    
    
    $
    155,310
  30




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 STATEMENT OF CASH FLOWS
 Years Ended December 31,2010
    
    
    2009
    
    
    2008(Restated)
    
    
    (Restated)OPERATING ACTIVITIES:Net Income
    
    $
    149,527
    
    
    $
    153,651
    
    
    $
    155,371Adjustments
to reconcile to net cash provided by operating activities Depreciation
    
    
    87,915
    
    
    
    86,373
    
    
    
    86,184Regulatory credits
    
    
    (1,662
    )
    
    
    (2,403
    )
    
    
    (2,617
    )Gain on sale of property, plant and equipment
    
    
    
    
    
    
    (508
    )
    
    
    (378
    )Amortization of deferred charges and credits
    
    
    2,293
    
    
    
    5,050
    
    
    
    5,132Allowance for equity funds used during construction
    
    
    (1,947
    )
    
    
    (1,996
    )
    
    
    (812
    )Reserve for doubtful accounts
    
    
    
    
    
    
    
    
    
    
    (7
    )Cash
provided (used) by changes in current assets and liabilities:Trade accounts receivable
    
    
    1,927
    
    
    
    (326
    )
    
    
    580Affiliated receivables, including income taxes
    
    
    2,396
    
    
    
    (3,284
    )
    
    
    2,284Exchange gas due from others
    
    
    1,262
    
    
    
    2,623
    
    
    
    (252
    )Materials and supplies
    
    
    (1,759
    )
    
    
    (143
    )
    
    
    527Other current assets
    
    
    826
    
    
    
    1,744
    
    
    
    943Trade accounts payable
    
    
    (559
    )
    
    
    (828
    )
    
    
    (2,599
    )Affiliated payables, including income taxes
    
    
    (13,026
    )
    
    
    350
    
    
    
    (12,084
    )Exchange gas due to others
    
    
    (1,262
    )
    
    
    (2,623
    )
    
    
    252Other accrued liabilities
    
    
    985
    
    
    
    (4,860
    )
    
    
    4,487Changes in noncurrent assets and liabilities:Deferred charges
    
    
    (5,865
    )
    
    
    (3,362
    )
    
    
    (4,747
    )Other deferred credits
    
    
    8,148
    
    
    
    5,340
    
    
    
    6,750Net cash provided by operating activities
    
    
    229,199
    
    
    
    234,798
    
    
    
    239,014FINANCING ACTIVITIES:Proceeds from issuance of long-term debt
    
    
    8,000
    
    
    
    
    
    
    
    249,333Retirement of long-term debt
    
    
    (8,000
    )
    
    
    
    
    
    
    (250,000
    )Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (2,027
    )Capital contribution from parent
    
    
    19,000
    
    
    
    49,180
    
    
    
    1,660Proceeds from sale of partnership interest
    
    
    
    
    
    
    
    
    
    
    300,900Distributions paid
    
    
    (191,450
    )
    
    
    (135,000
    )
    
    
    (419,342
    )Changes in cash overdrafts
    
    
    (1,209
    )
    
    
    2,212
    
    
    
    (7,372
    )Net cash used in financing activities
    
    
    (173,659
    )
    
    
    (83,608
    )
    
    
    (126,848
    )INVESTING ACTIVITIES:Property, plant and equipment Capital expenditures*
    
    
    (120,236
    )
    
    
    (152,580
    )
    
    
    (88,478
    )Proceeds from sales
    
    
    3,913
    
    
    
    2,234
    
    
    
    3,065Repayments from (advances to) affiliates
    
    
    60,386
    
    
    
    (787
    )
    
    
    (26,905
    )Net cash used in investing activities
    
    
    (55,937
    )
    
    
    (151,133
    )
    
    
    (112,318
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    (397
    )
    
    
    57
    
    
    
    (152
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    402
    
    
    
    345
    
    
    
    497CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    5
    
    
    $
    402
    
    
    $
    345______________________* Increases to property, plant and equipment
    
    $
    (117,629
    )
    
    $
    (156,576
    )
    
    $
    (78,566
    )Changes in related accounts payable and accrued liabilities
    
    
    (2,607
    )
    
    
    3,996
    
    
    
    (9,912
    )Capital expenditures
    
    $
    (120,236
    )
    
    $
    (152,580
    )
    
    $
    (88,478
    )Supplemental disclosures of non-cash transactions:Adjustment to owners equity for benefit plans correction
    
    $
    
    
    
    $
    (4,402
    )
    
    $
    (5,079
    )Loans to affiliate reclassified to equity
    
    
    
    
    
    
    66,764
    
    
    
    
  31




---



##### Table of Contents



NORTHWEST PIPELINE GP
 
 NOTES TO FINANCIAL STATEMENTS
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Corporate Structure and Control
     Nature of Operations
  Regulatory Accounting
   Basis of Presentation
  32




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
   Use of Estimates
   Property, Plant, and Equipment
   Category of PropertyStorage facilities
    
    
    0.15%-2.23
    %Onshore transmission facilities
    
    
    0.15%-7.25
    %
   33




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
   Allowance for Borrowed and Equity Funds Used During Construction
   Regulatory Allowance for Equity Funds Used During Construction
  Advances to Affiliates
  34




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 Accounts Receivable and Allowance for Doubtful Receivables
  Materials and Supplies Inventory
   Impairment of Long-Lived Assets
   Income Taxes
   Deferred Charges
  35




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 Cash and Cash Equivalents
  Revenue Recognition
    Environmental Matters
  Interest Payments
  36




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 2. CONTINGENT LIABILITIES AND COMMITMENTS
 Legal Proceedings
  Environmental Matters
      37




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 2 2
 2 2
 Safety Matters
 Pipeline Integrity Regulations
 Other Matters
  Summary
  Other Commitments
  Cash Distributions to Partners
  38




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 3. DEBT, FINANCING ARRANGEMENTS, AND LEASES
 Long-Term Debt
  December 31,2010
    
    
    2009(Thousands of Dollars)5.95% senior unsecured notes due 2017
    
    $
    184,599
    
    
    $
    184,5356.05% senior unsecured notes due 2018
    
    
    249,506
    
    
    
    249,4407% senior unsecured notes due 2016
    
    
    174,698
    
    
    
    174,6437.125% senior unsecured notes due 2025
    
    
    84,831
    
    
    
    84,819Total long-term debt
    
    $
    693,634
    
    
    $
    693,437
   Restrictive Debt Covenants
  Revolving Credit and Letter of Credit Facility
   39




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
    Leases
    (Thousandsof Dollars)2011
    
    $
    2,4692012
    
    
    2,4692013
    
    
    2,4692014
    
    
    2,4692015
    
    
    2,495Total
    
    $
    12,371
  4. BENEFIT PLANS
  40




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 Pension and Other Postretirement Benefit Plans
   Defined Contribution Plan
  Stock-Based Compensation
 Plan Information
   Accounting for Stock-Based Compensation
   5. INCOME TAXES
   41




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 6. FINANCIAL INSTRUMENTS
 Fair Value of Financial Instruments
  Cash, cash equivalents and advances to affiliate
 Long-term debt
 7. TRANSACTIONS WITH MAJOR CUSTOMERS AND AFFILIATES
 Concentration of Off-Balance-Sheet and Other Credit Risk
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(Thousands of Dollars)Puget Sound Energy, Inc.
    
    $
    95,564
    
    
    $
    94,508
    
    
    $
    89,988Northwest Natural Gas Co.
    
    
    48,022
    
    
    
    49,256
    
    
    
    (a
    )
 
 (a)
    
    Under 10 percent in 2008  Related Party Transactions
  42




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
       8. ASSET RETIREMENT OBLIGATIONS
   2010
    
    
    2009Beginning balance
    
    $
    86,749
    
    
    $
    82,666Accretion
    
    
    6,058
    
    
    
    6,068New obligations
    
    
    27
    
    
    
    2,594Changes in estimates
of existing obligations
(1)
    
    
    (27,679
    )
    
    
    (4,579
    )Ending Balance
    
    $
    65,155
    
    
    $
    86,749
 43




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
 
 (1)
    
    Changes in estimates of existing obligations are primarily due to the annual review
process, which considers various factors including inflation rates, current estimates for
removal cost, discount rates, and the estimated remaining life of assets.  9. REGULATORY ASSETS AND LIABILITIES
  2010
    
    
    2009(Thousands of Dollars)Current regulatory assetsEnvironmental costs
    
    $
    2,200
    
    
    $
    2,200Fuel recovery
    
    
    45
    
    
    
    52Total current regulatory assets
    
    
    2,245
    
    
    
    2,252Noncurrent regulatory assetsEnvironmental costs
    
    
    3,317
    
    
    
    3,590Grossed-up deferred taxes on
equity funds used during
construction
    
    
    17,458
    
    
    
    18,346Levelized depreciation
    
    
    32,463
    
    
    
    30,801Asset retirement obligations, net
    
    
    6,938
    
    
    
    4,295Total noncurrent regulatory assets
    
    
    60,176
    
    
    
    57,032Total regulatory assets
    
    $
    62,421
    
    
    $
    59,284Current regulatory liabilitiesFuel recovery
    
    $
    731
    
    
    $
    337Noncurrent regulatory liabilitiesPostretirement benefits
    
    
    16,264
    
    
    
    15,134Total regulatory liabilities
    
    $
    16,995
    
    
    $
    15,471
  Environmental Costs
 44




---



##### Table of Contents



NORTHWEST PIPELINE GP
 NOTES TO FINANCIAL STATEMENTS
  Fuel Recovery
 Grossed-Up Deferred Taxes on Equity Funds Used During Construction
 Levelized Depreciation
 Asset Retirement Obligations
 Postretirement Benefits
 45




---



##### Table of Contents



NORTHWEST PIPELINE GP
 QUARTERLY FINANCIAL DATA
(Unaudited)
  Quarter of 2010First
    
    
    Second
    
    
    Third
    
    
    Fourth(Thousands of Dollars)Operating revenues
    
    $
    106,110
    
    
    $
    102,578
    
    
    $
    103,562
    
    
    $
    109,567Operating income
    
    
    50,291
    
    
    
    45,419
    
    
    
    48,348
    
    
    
    50,722Net income
    
    
    37,883
    
    
    
    34,378
    
    
    
    37,673
    
    
    
    39,593
 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
 46




---



##### 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
  Evaluation of 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
  47




---



##### Table of Contents



PART III
  
 Item 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  2010
    
    
    2009(Thousands of Dollars)Audit Fees
    
    $
    791
    
    
    $
    862Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    791
    
    
    $
    862
  http://www.sec.gov http://williamslp.com
 48




---



##### Table of Contents



PART IV
 
 Item 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a) 1. Financial Statements
 Index
 PageReferenceto 2010Form 10-KManagements Annual Report on Internal Control over Financial Reporting
    
    24Report of Independent Registered Public Accounting Firm
    
    25Statement of Income for the Years Ended December 31, 2010, 2009 and 2008
    
    26Balance Sheet at December 31, 2010 and 2009
    
    27Statement of Owners Equity for the Years Ended December 31, 2010, 2009 and 2008
    
    29Statement of Comprehensive Income for the Years Ended December 31, 2010, 2009
and 2008
    
    30Statement of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    
    31Notes to Financial Statements
    
    32
 49




---



##### Table of Contents



(a) 2. Financial Statement Schedules
 
 Charged toBeginning
    
    
    Costs and
    
    
    
    
    
    
    EndingDescription
    
    Balance
    
    
    Expenses
    
    
    Deductions
    
    
    BalancesYear ended December 31, 2010:Reserve for doubtful receivables
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Reserve for obsolescence of
materials and supplies
    
    
    11
    
    
    
    622
    
    
    
    (20
    )
    
    
    613Year ended December 31, 2009:Reserve for doubtful receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reserve for obsolescence of
materials and supplies
    
    
    111
    
    
    
    145
    
    
    
    (245
    )
    
    
    11Year ended December 31, 2008:Reserve for doubtful receivables
    
    
    7
    
    
    
    (7
    )
    
    
    
    
    
    
    Reserve for obsolescence of
materials and supplies
    
    
    181
    
    
    
    141
    
    
    
    (211
    )
    
    
    111
  (a) 3 and b. Exhibits:
 Exhibit
    
    Description2(a)
    
    Certificate of Conversion of Northwest Pipeline Corporation (Exhibit 2.1 to our report on
Form 8-K, filed October 2, 2007) and incorporated herein by reference.3(a)
    
    Statement of Partnership Existence of Northwest Pipeline GP (Exhibit 3.1 to our report on
Form 8-K, filed October 2, 2007) and incorporated herein by reference.3(b)
    
    Amended and Restated General Partnership Agreement of Northwest Pipeline GP (Exhibit 3.1
to our report on Form 8-K, filed January 30, 2008) and incorporated herein by reference.4(a)
    
    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 our Registration
Statement on Form S-3, filed September 14, 1995) and incorporated herein by reference.4(b)
    
    Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan
Chase Bank, N.A. (Exhibit 4.1 to our report on Form 8-K, filed June 23, 2006) and
incorporated herein by reference.4(c)
    
    Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank
of New York (Exhibit 4.1 to our report on Form 8-K, filed April 6, 2007) and incorporated
herein by reference.4(d)
    
    Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York
Trust Company, N.A., as Trustee (Exhibit 4.1 to our Form 8-K, filed May 23, 2008) and
incorporated herein by reference.10(a)
    
    Credit Agreement, dated as of 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 (Exhibit 10.1 to The Williams
Companies, Inc., No. 1-4174, report on Form 8-K filed May 1, 2006) and incorporated herein by
reference.10(b)
    
    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 (Exhibit 10.1 to The Williams Companies, Inc., No. 1-4174, report on
Form 8-K filed May 15, 2007) and incorporated herein by reference.
 50




---



##### Table of Contents



Exhibit
    
    Description10(c)
    
    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 (Exhibit 10.1 to The Williams Companies, Inc., No. 1-4174, report on
Form 8-K, filed November 28, 2007) and incorporated herein by reference.10(d)
    
    Administrative Services Agreement, dated January 24, 2008, between Northwest Pipeline GP
and Northwest Pipeline Services, LLC (Exhibit 10.1 to our report on Form 8-K, filed January
30, 2008) and incorporated herein by reference.10(e)
    
    Contribution, Conveyance and Assumption Agreement, dated January 24, 2008, 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 (Exhibit 10.2 to our
report on Form 8-K, filed January 30, 2008) and incorporated herein by reference.10(f)
    
    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, No. 1-32599, report on Form 8-K, filed on February 22, 2010) and incorporated herein
by reference.31(a)*
    
    Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.31(b)*
    
    Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.32(a)**
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith**
    
    Furnished herewith 51




---



##### Table of Contents



SIGNATURES
  NORTHWEST PIPELINE GP
(Registrant)By
    /s/ R. Rand ClarkR. Rand ClarkController   Signature
    
    Title/s/ Randall L. Barnard
    
    Senior Vice President and Management Committee MemberRandall L. Barnard
    
    (Principal Executive Officer)/s/ Richard D. Rodekohr
    
    Vice President and TreasurerRichard D. Rodekohr
    
    (Principal Financial Officer)/s/ Allison G. Bridges
    
    Vice PresidentAllison G. Bridges/s/ R. Rand Clark
    
    Controller (Principal Accounting Officer)R. Rand Clark/s/ Donald R. Chappel
    
    Management Committee MemberDonald R. Chappel
  52




---



##### Table of Contents



Exhibit
    
    Description2(a)
    
    Certificate of Conversion of Northwest Pipeline Corporation (Exhibit 2.1 to our report on
Form 8-K, filed October 2, 2007) and incorporated herein by reference.3(a)
    
    Statement of Partnership Existence of Northwest Pipeline GP (Exhibit 3.1 to our report on
Form 8-K, filed October 2, 2007) and incorporated herein by reference.3(b)
    
    Amended and Restated General Partnership Agreement of Northwest Pipeline GP (Exhibit 3.1
to our report on Form 8-K, filed January 30, 2008) and incorporated herein by reference.4(a)
    
    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 our Registration
Statement on Form S-3, filed September 14, 1995) and incorporated herein by reference.4(b)
    
    Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan
Chase Bank, N.A. (Exhibit 4.1 to our report on Form 8-K, filed June 23, 2006) and
incorporated herein by reference.4(c)
    
    Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank
of New York (Exhibit 4.1 to our report on Form 8-K, filed April 6, 2007) and incorporated
herein by reference.4(d)
    
    Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York
Trust Company, N.A., as Trustee (Exhibit 4.1 to our Form 8-K, filed May 23, 2008) and
incorporated herein by reference.10(a)
    
    Credit Agreement, dated as of 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 (Exhibit 10.1 to The
Williams Companies, Inc., No. 1-4174, report on Form 8-K filed May 1, 2006) and incorporated
herein by reference.10(b)
    
    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 (Exhibit 10.1 to The Williams Companies, Inc., No. 1-4174, report on
Form 8-K filed May 15, 2007) and incorporated herein by reference.10(c)
    
    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 (Exhibit 10.1 to The Williams Companies, Inc., No. 1-4174, report on
Form 8-K, filed November 28, 2007) and incorporated herein by reference.10(d)
    
    Administrative Services Agreement, dated January 24, 2008, between Northwest Pipeline GP
and Northwest Pipeline Services, LLC (Exhibit 10.1 to our report on Form 8-K, filed January
30, 2008) and incorporated herein by reference.10(e)
    
    Contribution, Conveyance and Assumption Agreement, dated January 24, 2008, 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 (Exhibit
10.2 to our report on Form 8-K, filed January 30, 2008) and incorporated herein by
reference.10(f)
    
    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, No. 1-32599, report on Form 8-K, filed on February 22, 2010) and
incorporated herein by reference.




---



##### Table of Contents



Exhibit
    
    Description31(a)*
    
    Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.31(b)*
    
    Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.32(a)**
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 *
    
    Filed herewith**
    
    Furnished herewith