8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2010

Williams Partners L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-32599	20-2485124
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Williams Center Tulsa, Oklahoma		74172-0172
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 18, 2010, Williams Partners L.P. (the “Partnership”) issued a press release announcing its financial results for the quarter and year ended December 31, 2009. A copy of the press release and its accompanying consolidated statements of income, segment profit, operating information, and reconciliation schedules are furnished as a part of this current report on Form 8-K as Exhibit 99.1 and are incorporated herein in their entirety by reference.

The press release and its accompanying schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits.

Exhibit Number	Description
Exhibit 99.1	Copy of the Partnership’s press release dated February 18, 2010 and its accompanying schedules, publicly announcing its fourth quarter and year-end 2009 financial results.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WILLIAMS PARTNERS L.P.
	By:	Williams Partners GP LLC, its General Partner
Date: February 18, 2010	By:	/s/ Donald R. Chappel
		Donald R. Chappel
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Copy of the Partnership’s press release dated February 18, 2010 and its accompanying schedules, publicly announcing its fourth quarter and year-end 2009 financial results.

EX-99.1

News Release
NYSE: WPZ

Date:          Feb. 18, 2010

Williams Partners L.P. Reports Fourth-Quarter and Full-Year 2009 Financial Results

• Net Income is $152.5 Million, $2.88 Per LP Unit for 2009

• Cash Distribution Coverage Ratio is 1.39x for 2009

• Asset Contributions Complete, Transforms Williams Partners to Large, Diversified MLP

• Long-term Gathering Agreement in Marcellus Leads to Midstream Expansion

• Previous 2010-11 Guidance with Strong Cash Distribution Coverage is Affirmed

     TULSA, Okla. — Williams Partners L.P. (NYSE: WPZ) today announced unaudited 2009 net income of $152.5 million, compared with 2008 net income of $191.4 million. Net income per limited-partner unit for 2009 was $2.88, compared with $3.08 per limited-partner unit for 2008.

     Lower natural gas liquid (NGL) margins, driven by lower NGL prices, were the primary reason for the decline in net income for the year. The lower prices were significantly offset by sharply lower natural gas prices and lower operating and maintenance expenses at Four Corners. Gathering volumes at Wamsutter and Four Corners remained steady.

Distributable Cash Flow Improves Throughout ‘09, Coverage Ratio is 1.39x for the Year

     For 2009, the key measure of distributable cash flow per limited partner unit was $3.54, compared with $3.44 for 2008. Distributable cash flow for limited-partner unitholders was $186.7 million for 2009, compared with $181.0 million for the same period in 2008.

     Distributable cash flow improved significantly throughout 2009, increasing from $0.56 per limited-partner unit in the first quarter to $1.25 per limited-partner unit in the fourth quarter, an increase of 123 percent.

     The 2009 amounts were significantly, favorably impacted by Williams’ (NYSE: WMB) waiver of its incentive distribution rights for 2009. The waiver, which was detailed in the partnership’s April 15, 2009, press release, decreased the amount of distributable cash flow allocated to the general partner.

     The partnership’s cash distribution coverage ratio was 1.39x for 2009, which included the benefit of Williams’ IDR waiver. Without that benefit, the partnership’s cash distribution coverage ratio would have been 1.14x for 2009.

     Total distributable cash flow attributable to partnership operations decreased from $260.5 million in 2008 to $190.6 million in 2009 due primarily to lower cash distributions from Discovery and lower results from Four Corners. Lower NGL margins drove the decline in results at Four Corners.

     The 2009 earnings and distributable cash flow results above reflect the partnership in its pre-restructuring form. Management is providing 2010-11 earnings and DCF guidance for the partnership in its post-restructuring form later in this press release.

Long-term Gathering Agreement Leads to Marcellus Expansion

     Williams Partners also announced an expansion in the Marcellus Shale today, as its midstream business has signed a long-term agreement with Cabot Oil & Gas Corporation (NYSE: COG) for natural gas gathering in Pennsylvania. To support the agreement, the partnership will fund the construction of a 28-mile natural gas gathering pipeline that will gather gas from Cabot’s central delivery point in Susquehanna County, Pa. The gas will be delivered to Williams Partners’ Transco interstate gas pipeline in Luzerne County, Pa.

     Construction is expected to begin on the 20-inch pipeline late this year and it is expected to be placed into service during 2011.This new deal represents the partnership’s second significant midstream expansion in the Marcellus Shale. The partnership also owns 51 percent of the joint venture Laurel Mountain Midstream LLC, which encompasses a gathering and processing system in the Marcellus Shale in Pennsylvania.

CEO Perspective

     “With the transformational asset contributions from Williams complete, Williams Partners is now a very large, diversified MLP with a significant number of organic growth projects and opportunities throughout our interstate gas pipeline and midstream businesses,” said Steve Malcolm, chief executive officer of the general partner of Williams Partners.

     “This new expansion in the Marcellus Shale adds to our position in the area and is just the first of many growth projects this year,” Malcolm said. “We are currently developing several expansions on both Transco and Northwest Pipeline. We also have ongoing Midstream expansions in the West, such as TXP4 at Echo Springs, and in the deepwater Gulf of Mexico, including Perdido Norte.”

Earnings Guidance for 2010-11 Unchanged

     The chart below shows Williams Partners’ 2010-11 commodity price assumptions and the related outlook for its financial results for 2010-11. The chart reflects the pro-forma post-restructuring reporting of Williams Partners, with Midstream and Gas Pipeline as its reporting segments, which will begin in first-quarter 2010.

     The commodity price assumptions and earnings outlook for 2010-11 are unchanged from what the company previously provided on Jan. 19. The guidance range for 2010 growth capital expenditures has been increased by $100 million to a range of $660 million to $870 million. This increase primarily reflects the Midstream expansion in the Marcellus Shale referenced earlier in this press release.

Commodity Price Assumptions and Average NGL Margins

	2010									2011
	Low			Midpoint			High			Low			Midpoint			High
Natural Gas ($/MMBtu):
NYMEX	$	4.50		$	5.75		$	7.00		$	5.00		$	6.50		$	8.00
Rockies	$	3.90		$	5.00		$	6.10		$	4.35		$	5.65		$	6.95
San Juan	$	4.05		$	5.15		$	6.25		$	4.50		$	5.85		$	7.20
Oil / NGL:
Crude Oil — WTI ($  per barrel)	$	60		$	75		$	90		$	65		$	80		$	95
Crude to Gas Ratio		12.9x			13.1x			13.3x			11.9x			12.5x			13.0x
NGL to Crude Oil Relationship (1)		53	%		56	%		59	%		53	%		55	%		57	%
Average NGL Margins ($  per gallon)	$	0.35		$	0.51		$	0.67		$	0.38		$	0.51		$	0.64

Williams Partners Pro-Forma Guidance

Note: Pro-forma guidance for 2010 assumes full year in post-restructuring form.

	Low		Midpoint		High		Low		Midpoint		High
Distributable Cash Flow (in millions) (2)	$	970	$	1,225	$	1,480	$	1,085	$	1,315	$	1,540
Cash Distributions per LP Unit (3)	$	2.63	$	2.63	$	2.63	TBD		TBD		TBD
Cash Distribution Coverage Ratio (2)		1.1x		1.3x		1.6x		1.2x		1.4x		1.7x
Segment Profit (in millions):
Gas Pipeline	$	610	$	635	$	660	$	650	$	670	$	690
Midstream		575		800		1,025		675		875		1,075
Total Segment Profit	$	1,185	$	1,435	$	1,685	$	1,325	$	1,545	$	1,765
Segment Profit + DD&A (in millions):
Gas Pipeline	$	950	$	985	$	1,020	$	1,000	$	1,030	$	1,060
Midstream		790		1,025		1,260		910		1,120		1,330
Total Segment Profit + DD&A	$	1,740	$	2,010	$	2,280	$	1,910	$	2,150	$	2,390
Capital Expenditures (in millions):
Maintenance	$	290	$	310	$	330	$	300	$	320	$	340
Growth		660		765		870		375		455		535
Total Capital Expenditures	$	950	$	1,075	$	1,200	$	675	$	775	$	875

(1)	This is calculated as the price of natural gas liquids as a percentage of the price of crude oil on an equal volume basis.
(2)	Distributable Cash Flow and Cash Distribution Coverage Ratio are non-GAAP measures. Reconciliations to the most relvant measures included in GAAP are attached to this news release. Also, the Cash Distribution Coverage ratio in the chart for 2011 is based on the Cash Distribution per LP unit level for 2010.
(3)	Cash Distributions per LP Unit are based on announced distribution level for 1Q 2010 of $0.6575 per LP unit. Future distribution increases wil be determined at a later date.

Business Segment Performance

     Williams Partners’ business segment performance for 2009 is presented in the following table. As previously noted, the partnership’s business segment reporting will change beginning with first-quarter 2010 to reflect the new reporting segments as a result of the strategic restructuring.

     As the following table reflects 2009 results, the segments are being presented in the pre-restructuring form: Gathering and Processing — West, which includes Four Corners and the Wamsutter investment; Gathering and Processing — Gulf, which includes the Discovery investment; and NGL Services, which includes the Conway fractionation and storage complex.

	Full Year				4Q
	2009		2008		2009		2008
Consolidated Segment Profit
Amounts in thousands
Gathering and Processing — West	$	205,605	$	254,162	$	62,963	$	46,288
Gathering and Processing — Gulf		26,997		15,847		11,406		(14,590	)
NGL Services		19,437		24,038		4,151		8,768
Consolidated Segment Profit	$	252,039	$	294,047	$	78,520	$	40,466
Recurring Consolidated Segment Profit*
Amounts in thousands
Gathering and Processing — West	$	201,571	$	239,493	$	62,963	$	43,960
Gathering and Processing — Gulf		26,997		27,047		11,406		(4,280	)
NGL Services		19,437		22,601		4,151		7,331
Recurring Consolidated Segment Profit*	$	248,005	$	289,141	$	78,520	$	47,011

* A schedule reconciling segment profit to recurring segment profit is attached to this press release.

     Lower per-unit NGL margins at Four Corners drove the lower results for recurring consolidated segment profit during the year. Lower operating and maintenance expenses at Four Corners partially offset these negative impacts. The lower operating and maintenance expenses at Four Corners were primarily due to lower system losses.

     Reconciliations of the partnership’s distributable cash flow for limited-partner unitholders to net income, cash distribution coverage ratio, as well as recurring segment profit to reported segment profit, are available on Williams Partners’ web site at www.williamslp.com and as an attachment to this document.

Definitions of Non-GAAP Financial Measures

     Williams Partners defines recurring segment profit as segment profit excluding items of income or loss that the partnership characterizes as unrepresentative of its ongoing operations.

     Williams Partners defines distributable cash flow attributable to partnership operations as net income (loss) plus depreciation, amortization and accretion, less earnings from equity investments, as well as adjustments for certain non-cash, non-recurring items, plus reimbursements from Williams under an omnibus agreement and less maintenance capital expenditures, plus the actual cash distributed by Wamsutter and Discovery.

     Distributable cash flow per limited-partner unit is a key measure of the partnership’s financial performance and available cash flows to unitholders. Williams Partners defines distributable cash flow per

limited-partner unit as distributable cash flow attributable to partnership operations allocable to limited partners divided by the weighted average limited partner-units outstanding.

     Distributable cash flow attributable to partnership operations allocable to limited partners is calculated by allocating the distributable cash flow attributable to partnership operations, as defined in the preceding paragraph, between the general partner and the limited partners in accordance with the cash-distribution provisions of our partnership agreement.

     Williams Partners calculates the ratio of distributable cash flow per limited partner unit to the actual cash distribution per unit paid and the ratio of distributable cash flow attributable to partnership operations to the total cash distributed (cash distribution coverage ratio). These two measures reflect the amount of distributable cash flow relative to the partnership’s actual cash distribution on both a per limited partner unit and total distribution basis.

Today’s Analyst Call

     Williams Partners’ management will discuss the full-year 2009 results and 2010-11 outlook during a live webcast beginning at 11 a.m. EST today. Participants are encouraged to access the webcast and slides for viewing, downloading and printing at www.williamslp.com.

A limited number of phone lines also will be available at (888) 487-0355. International callers should dial (719) 955-1564. Replays of the year-end webcast, in both streaming and downloadable podcast formats, will be available for two weeks at www.williamslp.com following the event.

Form 10-K

     The partnership will file its Form 10-K with the Securities and Exchange Commission during the week of Feb. 22. The document will be available on both the SEC and Williams Partners web sites.

About Williams Partners L.P. (NYSE: WPZ)

Williams Partners L.P. is a leading diversified master limited partnership focused on natural gas transportation; gathering, treating, and processing; storage; natural gas liquid (NGL) fractionation; and oil transportation. The partnership owns interests in three major interstate natural gas pipelines that, combined, deliver 12 percent of the natural gas consumed in the United States. The partnership’s gathering and processing assets include large-scale operations in the U.S. Rocky Mountains and both onshore and offshore along the Gulf of Mexico. Williams (NYSE: WMB) owns approximately 84 percent of Williams Partners, including the general-partner interest. More information is available at www.williamslp.com. Go to http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 to join our e-mail list.

Contact:	Jeff Pounds Williams (media relations) (918) 573-3332
	Sharna Reingold Williams (investor relations) (918) 573-2078

# # #

Williams Partners L.P. is a limited partnership formed by The Williams Companies, Inc. (Williams). Our reports, filings, and other public announcements may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

• Amounts and nature of future capital expenditures;

• Expansion and growth of our business and operations;

• Financial condition and liquidity;

• Business strategy;

• Cash flow from operations or results of operations;

• The levels of cash distributions to unitholders;

• Seasonality of certain business segments; and

• Natural gas and natural gas liquids prices and demand.

Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that could adversely affect our business, results of operations and financial condition are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

• Whether we have sufficient cash from operations to enable us to maintain current levels of cash distributions or to pay the minimum quarterly distribution following establishment of cash reserves and payment of fees and expenses, including payments to our general partner;

• Availability of supplies (including the uncertainties inherent in assessing and estimating future natural gas reserves), market demand, volatility of prices, and the availability and cost of capital;

• Inflation, interest rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);

• The strength and financial resources of our competitors;

• Development of alternative energy sources;

• The impact of operational and development hazards;

• Costs of, changes in, or the results of laws, government regulations (including proposed climate change legislation), environmental liabilities, litigation and rate proceedings;

• Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

• Changes in maintenance and construction costs;

• Changes in the current geopolitical situation;

• Our exposure to the credit risks of our customers;

• Risks related to strategy and financing, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of credit;

• Risks associated with future weather conditions;

• Acts of terrorism; and

• Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Investors are urged to closely consider the disclosures and risk factors in our annual report on Form 10-K filed with the SEC on February 26, 2009, and our quarterly reports on Form 10-Q available from our offices or from our website at www.williamslp.com.

Reconciliation of Non-GAAP Measures
(UNAUDITED)

     This press release includes certain financial measures, Recurring Segment Profit, Distributable Cash Flow and Distributable Cash Flow per Limited Partner Unit that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission.

     For Williams Partners L.P., Recurring Segment Profit excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Management believes Recurring Segment Profit provides investors meaningful insight into Williams Partners L.P.’s results from ongoing operations.

     For Williams Partners L.P. we define Distributable Cash Flow attributable to partnership operations as net income (loss) plus depreciation, amortization and accretion, less our earnings from equity investments, as well as adjustments for certain non-cash, non-recurring items, plus reimbursements from Williams under an omnibus agreement and less maintenance capital expenditures, plus the actual cash distributed by Wamsutter and Discovery. For our equity investments, Wamsutter and Discovery, we define Distributable Cash Flow as net income (loss) plus depreciation, amortization and accretion and less maintenance capital expenditures. We also adjust for certain non-cash, non-recurring items. Our equity share of Wamsutter’s Distributable Cash Flow is based on the distribution provisions of the Wamsutter LLC Agreement. Our equity share of Discovery’s Distributable Cash Flow is 60%.

     For Williams Partners L.P. we define Distributable Cash Flow per Limited Partner Unit as Distributable Cash Flow attributable to partnership operations allocable to limited partners divided by the weighted average limited partner units outstanding. Distributable Cash Flow attributable to partnership operations allocable to limited partners is calculated by allocating the distributable cash flow attributable to partnership operations, as defined in the preceding paragraph, between the general partner and the limited partners in accordace with the cash distribution provisions of our partnership agreement.

     For Williams Partners L.P. we also calculate the ratio of Distributable Cash Flow per Limited Partner Unit to the actual cash distribution per unit paid and the ratio of Distributable Cash Flow attributable to partnership operations to the total cash distributed (cash distribution coverage ratio). These measures reflect the amount of Distributable Cash Flow relative to our cash distribution on both a per Limited Partner Unit and total distribution basis. We have also provided these ratios calculated using the most directly comparable GAAP measures, net income per unit and net income.

     This press release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the Partnership’s assets and the cash that the business is generating. Neither Recurring Segment Profit nor Distributable Cash Flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income (loss) or cash flow from operations. Distributable Cash Flow per Limited Partner is not presented as an alternative to net income per unit. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.

	2008															2009
(Thousands, except per-unit amounts)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Full Year			1st Qtr		2nd Qtr		3rd Qtr			4th Qtr		Full Year
Williams Partners L.P.
Reconciliation of Non-GAAP “Recurring Segment Profit” to GAAP “Segment Profit”
Gathering and Processing — West	$	50,405		$	86,778		$	70,691		$	46,288		$	254,162		$	38,310	$	40,850	$	63,482		$	62,963	$	205,605
Gathering and Processing — Gulf		13,511			8,446			8,480			(14,590	)		15,847			691		3,975		10,925			11,406		26,997
NGL Services		5,541			3,414			6,315			8,768			24,038			4,316		5,174		5,796			4,151		19,437
Segment Profit		69,457			98,638			85,486			40,466			294,047			43,317		49,999		80,203			78,520		252,039
Non-recurring Items:
Gathering and Processing — West:
Involuntary conversion gain resulting from Ignacio fire		—			(3,266	)		(6,010	)		(2,328	)		(11,604	)		966		—		(5,000	)		—		(4,034	)
Wamsutter customer contract adjustment included in equity earnings		(3,065	)		—			—			—			(3,065	)		—		—		—			—		—
Gathering and Processing — Gulf:
Discovery hurricane repair expenses up to insurance deductible (60%)		—			—			890			2,935			3,825			—		—		—			—		—
Hurricane-related survey costs (60%)		—			—			—			1,188			1,188			—		—		—			—		—
NGL Services:
Product imbalance valuation adjustment		—			—			—			(1,437	)		(1,437	)		—		—		—			—		—
Other items:
Gathering and Processing — Gulf
Impairment of Carbonate Trend gathering pipeline		—			—			—			6,187			6,187			—		—		—			—		—
Recurring Segment Profit	$	66,392		$	95,372		$	80,366		$	47,011		$	289,141		$	44,283	$	49,999	$	75,203		$	78,520	$	248,005

	2008															2009
(Thousands, except per-unit amounts)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Full Year			1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Y-T-D
Williams Partners L.P.
Reconciliation of Non-GAAP “Distributable Cash Flow per Limited Partner Unit” to GAAP “Net income”
Net income	$	43,629		$	71,822		$	60,833		$	15,105		$	191,389		$	18,672		$	25,368		$	55,947		$	52,480		$	152,467
Depreciation, amortization and accretion		11,226			11,002			11,735			11,066			45,029			11,184			11,164			11,288			11,251			44,887
Non-cash amortization of debt issuance costs included in interest expense		489			459			459			461			1,868			460			462			461			462			1,845
Involuntary conversion gain resulting from Ignacio fire		—			(3,266	)		(6,010	)		(2,328	)		(11,604	)		966			—			(5,000	)		—			(4,034	)
Equity earnings		(34,815	)		(46,050	)		(29,045	)		731			(109,179	)		(12,110	)		(22,962	)		(34,700	)		(37,303	)		(107,075	)
Reimbursements from Williams under omnibus agreement		771			865			692			653			2,981			327			914			760			268			2,269
Impairment of Carbonate Trend gathering pipeline		—			—			—			6,187			6,187			—			—			—			—			—
Maintenance capital expenditures (a)		(8,534	)		(2,497	)		(5,309	)		(5,420	)		(21,760	)		(5,142	)		(7,176	)		(3,780	)		(2,801	)		(18,899	)
Distributable Cash Flow Excluding Equity Investments		12,766			32,335			33,355			26,455			104,911			14,357			7,770			24,976			24,357			71,460
Plus: Wamsutter cash distributions to Williams Partners L.P.		22,704			26,603			28,989			20,843			99,139			15,643			20,045			25,634			28,900			90,222
Plus: Discovery’s cash distributions to Williams Partners L.P. (b)		16,800			15,600			13,200			10,800			56,400			—			3,540			11,100			14,237			28,877
Distributable cash flow attributable to partnership operations		52,270			74,538			75,544			58,098			260,450			30,000			31,355			61,710			67,494			190,559
Distributable Cash Flow attributable to partnership operations allocable to general partner		13,431			24,565			25,067			16,344			79,407			600			627			1,234			1,350			3,811
Distributable Cash Flow attributable to limited partnership operations allocable to limited partners	$	38,839		$	49,973		$	50,477		$	41,754		$	181,043		$	29,400		$	30,728		$	60,476		$	66,144		$	186,748
Weighted average number of units outstanding:		52,774,728			52,774,728			52,775,912			52,777,452			52,775,710			52,777,452			52,777,452			52,777,452			52,777,452			52,777,452
Distributable Cash Flow attributable to partnership operations per limited partner unit:	$	0.74		$	0.95		$	0.96		$	0.79		$	3.44		$	0.56		$	0.58		$	1.15		$	1.25		$	3.54
Actual cash distribution per unit:	$	0.600		$	0.625		$	0.635		$	0.635		$	2.495		$	0.635		$	0.635		$	0.635		$	0.635		$	2.540
Total cash distributed:	$	37,922		$	40,560		$	41,617		$	41,617		$	161,716		$	34,197		$	34,197		$	34,197		$	34,197		$	136,788
Coverage ratios:
Distributable Cash Flow attributable to partnership operations per limited partner unit divided by Actual cash distribution per unit:		1.23			1.52			1.51			1.25			1.38			0.88			0.92			1.80			1.97			1.39
Distributable cash flow attributable to partnership operations divided by Total cash distributed		1.38			1.84			1.82			1.40			1.61			0.88			0.92			1.80			1.97			1.39
Distributable cash flow attributable to partnership operations divided by total cash distribution excluding Williams’ IDR Support (c)		N/A			N/A			N/A			N/A			N/A			0.72			0.75			1.48			1.62			1.14
Net income, per common and subordinated unit divided by Actual cash distribution per unit		1.18			1.94			1.57			0.24			1.23			0.57			0.76			1.64			1.56			1.13
Net income divided by Total cash distributed		1.15			1.77			1.46			0.36			1.18			0.55			0.74			1.64			1.53			1.11

(a)	Maintenance capital expenditures includes certain well connection capital.
(b)	Discovery’s LLC agreement was amended in the second quarter 2009 so that it would make its cash distribution for a given quarter in that same quarter.
(c)	Williams’ IDR support is a reduction of total cash distributed of approximately $7.4 million per quarter.

Wamsutter
Reconciliation of Non-GAAP “Distributable Cash Flow” to GAAP “Net income”
Net income	$	21,194		$	37,480		$	32,007		$	13,083		$	103,764		$	15,321		$	18,975		$	23,642		$	26,114		$	84,052
Depreciation and accretion		5,228			5,213			5,295			5,446			21,182			5,447			5,556			5,684			5,548			22,235
Maintenance capital expenditures		(3,245	)		(6,258	)		(5,867	)		(6,070	)		(21,440	)		(5,437	)		(6,080	)		(2,787	)		(6,271	)		(20,575	)
Distributable Cash Flow — 100%	$	23,177		$	36,435		$	31,435		$	12,459		$	103,506		$	15,331		$	18,451		$	26,539		$	25,391		$	85,712

Discovery Producer Services
Reconciliation of Non-GAAP “Distributable Cash Flow” to GAAP “Net income”
Net income (loss)	$	22,701		$	14,282		$	13,740		($16,323	)	$	34,400		($5,352	)	$	6,646		$	18,430		$	17,183		$	36,907
Depreciation and accretion		6,983			6,802			3,726		3,813			21,324		3,929			4,765			5,005			5,052			18,751
Maintenance capital expenditures		(187	)		(285	)		(680	)	(19	)		(1,171	)	(70	)		(1,037	)		(518	)		(1,203	)		(2,828	)
Distributable Cash Flow — 100%	$	29,497		$	20,799		$	16,786		($12,529	)	$	54,553		($1,493	)	$	10,374		$	22,917		$	21,032		$	52,830
Distributable Cash Flow — our 60% interest	$	17,698		$	12,479		$	10,072		($7,517	)	$	32,732		($896	)	$	6,224		$	13,750		$	12,620		$	31,698

Williams Partners L.P.
(UNAUDITED)
Reconciliation of Non-GAAP “Distributable Cash Flow attributable to partnership operations” to GAAP “Net income”
Note: 2010 assumes full year in post-restructuing form.

				Full Year Forecasted 2010							Full Year Forecasted 2011
(Millions)	Low				Midpoint			High			Low			Midpoint			High
Net income	$	705			$	965		$	1,225		$	815		$	1,040		$	1,265
Depreciation and amortization		555				575			595			585			605			625
Other		—				(5	)		(10	)		(15	)		(10	)		(10	)
Maintenance capital expenditures		(290	)			(310	)		(330	)		(300	)		(320	)		(340	)
Distributable cash flow attributable to partnership operations	$	970			$	1,225		$	1,480		$	1,085		$	1,315		$	1,540
Total cash to be distributed	$	908			$	908		$	908		TBD			TBD			TBD
Coverage ratios:
Distributable cash flow attributable to partnership operations divided by Total cash distributed *		1.1				1.3			1.6			1.2			1.4			1.7
Net income divided by Total cash distributed *		0.8				1.1			1.3			0.9			1.1			1.4

* 2011 calculations based on announced 2010 cash distribution level

Consolidated Statements of Income
(UNAUDITED)

	2008*																		2009
(Thousands, except per-unit amounts)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Full Year			1st Qtr				2nd Qtr			3rd Qtr			4th Qtr			Full Year
Revenues:
Product sales:
Affiliate	$	78,122		$	94,134		$	92,421		$	49,622		$	314,299		$	30,872			$	32,886		$	48,977		$	54,752		$	167,487
Third-party		4,221			9,741			6,430			4,589			24,981			2,291				5,178			3,285			4,227			14,981
Gathering and processing:
Affiliate		8,790			9,847			9,480			9,776			37,893			10,610				10,826			10,990			11,552			43,978
Third-party		46,210			49,548			50,721			48,577			195,056			47,255				44,462			48,425			47,683			187,825
Storage		7,333			7,102			8,264			8,730			31,429			8,361				8,101			8,531			8,216			33,209
Fractionation		3,292			4,804			5,484			3,861			17,441			2,557				2,619			2,396			3,012			10,584
Other		2,394			3,069			2,913			7,585			15,961			3,522				2,255			2,549			3,799			12,125
Total revenues		150,362			178,245			175,713			132,740			637,060			105,468				106,327			125,153			133,241			470,189
Cost and expenses:
Product cost and shrink replacement:
Affiliate		22,033			27,686			22,358			13,295			85,372			8,866				7,446			9,066			11,789			37,167
Third-party		30,065			38,323			35,391			16,927			120,706			11,296				13,092			20,937			20,733			66,058
Operating and maintenance expense:
Affiliate		23,133			16,548			21,220			15,834			76,735			11,759				10,615			10,352			15,473			48,199
Third-party		23,951			29,984			29,257			25,974			109,166			28,147				31,766			27,232			27,720			114,865
Depreciation, amortization and accretion		11,226			11,002			11,735			11,066			45,029			11,184				11,164			11,288			11,251			44,887
General and administrative expense:
Affiliate		9,876			12,385			10,620			11,184			44,065			11,587				11,879			11,551			12,236			47,253
Third-party		928			749			664			653			2,994			893				643			646			1,810			3,992
Taxes other than income		2,505			2,167			2,314			2,522			9,508			2,436				2,325			2,586			2,802			10,149
Other, net		333			(2,811	)		(5,822	)		4,777			(3,523	)		1,679				(18	)		(5,019	)		(775	)		(4,133	)
Total costs and expenses		124,050			136,033			127,737			102,232			490,052			87,847				88,912			88,639			103,039			368,437
Operating income		26,312			42,212			47,976			30,508			147,008			17,621				17,415			36,514			30,202			101,752
Equity earnings — Wamsutter		21,194			37,480			20,801			9,063			88,538			15,321				18,975			23,642			26,114			84,052
Discovery investment income (loss)		13,621			8,570			8,244			(8,078	)		22,357			812				4,151			11,058			11,222			27,243
Interest expense		(17,673	)		(16,683	)		(16,437	)		(16,427	)		(67,220	)		(15,116	)			(15,200	)		(15,281	)		(15,082	)		(60,679	)
Interest income		175			243			249			39			706			34				27			14			24			99
Net income	$	43,629		$	71,822		$	60,833		$	15,105		$	191,389		$	18,672			$	25,368		$	55,947		$	52,480		$	152,467
Allocation of net income *
Net income	$	43,629		$	71,822		$	60,833		$	15,105		$	191,389		$	18,672			$	25,368		$	55,947		$	52,480		$	152,467
Allocation of net income (loss) to general partner*		5,981			7,811			7,985			7,180			28,957			(372	)			(137	)		921			99			511
Allocation of net income to limited partners*	$	37,648		$	64,011		$	52,848		$	7,925		$	162,432		$	19,044			$	25,505		$	55,026		$	52,381		$	151,956
Net income, per common and subordinated unit*	$	0.71		$	1.21		$	1.00		$	0.15		$	3.08		$	0.36			$	0.48		$	1.04		$	0.99		$	2.88
Weighted average number of units outstanding		52,774,728			52,774,728			52,775,912			52,777,452			52,775,710			52,777,452				52,777,452			52,777,452			52,777,452			52,777,452

* The Net income, per common and subordinated unit for 2008 amounts have been retrospectively adjusted for new guidance regarding the application of the two-class method to calculate earnings per unit for master limited partnerships, which states, among other things, that the calculation of earnings per unit should not reflect an allocation of undistributed earnings to the incentive distribution right (IDR) holders beyond amounts distributable to IDR holders under the terms of the partnership agreement. Previously, under generally accepted accounting principles, we calculated earnings per unit as if all the earnings for the period had been distributed, which resulted in an additional allocation of income to the general partner (the IDR holder) in quarterly periods where an assumed incentive distribution exceeded the actual incentive distribution. Following the adoption of this guidance, we no longer calculate assumed incentive distributions. We adopted this guidance in January 2009, and have retrospectively applied it to all periods presented.

Segment Profit & Operating Statistics
(UNAUDITED)

	2008															2009
(Thousands)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Full Year			1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Full Year
Gathering and Processing — West
Segment revenues	$	132,333		$	158,563		$	155,217		$	114,025		$	560,138		$	90,778		$	91,664		$	109,843		$	114,313		$	406,598
Cost and expenses:
Product cost and shrink replacement		47,446			61,144			53,902			26,700			189,192			18,461			19,054			28,059			27,813			93,387
Operating and maintenance expense		40,893			36,677			42,129			37,014			156,713			33,014			35,963			32,189			35,343			136,509
Depreciation, amortization and accretion		10,299			10,136			10,811			9,969			41,215			10,344			10,278			10,375			10,329			41,326
Direct general and administrative expenses		1,930			2,058			2,188			2,157			8,333			2,161			2,300			2,348			2,199			9,008
Other, net		2,554			(750	)		(3,703	)		960			(939	)		3,809			2,194			(2,968	)		1,780			4,815
Segment operating income		29,211			49,298			49,890			37,225			165,624			22,989			21,875			39,840			36,849			121,553
Equity earnings		21,194			37,480			20,801			9,063			88,538			15,321			18,975			23,642			26,114			84,052
Segment profit	$	50,405		$	86,778		$	70,691		$	46,288		$	254,162		$	38,310		$	40,850		$	63,482		$	62,963		$	205,605
Gathering and Processing — Gulf
Segment revenues	$	567		$	546		$	537		$	446		$	2,096		$	486		$	459		$	350		$	413		$	1,708
Cost and expenses:
Operating and maintenance expense		524			519			148			477			1,668			575			575			124			185			1,459
Depreciation and accretion		153			151			153			294			751			32			60			33			45			170
Other, net		—			—			—			6,187			6,187			—			—			326			(1	)		325
Segment operating income (loss)		(110	)		(124	)		236			(6,512	)		(6,510	)		(121	)		(176	)		(133	)		184			(246	)
Discovery investment income (loss)		13,621			8,570			8,244			(8,078	)		22,357			812			4,151			11,058			11,222			27,243
Segment profit (loss)	$	13,511		$	8,446		$	8,480			($14,590	)	$	15,847		$	691		$	3,975		$	10,925		$	11,406		$	26,997
NGL Services
Segment revenues	$	17,462		$	19,136		$	19,959		$	18,269		$	74,826		$	14,204		$	14,204		$	14,960		$	18,515		$	61,883
Cost and expenses:
Product cost		4,652			4,865			3,847			3,522			16,886			1,701			1,484			1,944			4,709			9,838
Operating and maintenance expense		5,667			9,336			8,200			4,317			27,520			6,317			5,843			5,271			7,665			25,096
Depreciation and accretion		774			715			771			803			3,063			808			826			880			877			3,391
Direct general and administrative expenses		544			700			631			707			2,582			756			764			860			865			3,245
Other, net		284			106			195			152			737			306			113			209			248			876
Segment profit	$	5,541		$	3,414		$	6,315		$	8,768		$	24,038		$	4,316		$	5,174		$	5,796		$	4,151		$	19,437
Williams Partners:
Conway storage revenues	$	7,333		$	7,102		$	8,264		$	8,730		$	31,429		$	8,361		$	8,101		$	8,531		$	8,216		$	33,209
Conway fractionation volumes (bpd) — our 50%		33,103			38,173			43,829			40,898			39,019			36,721			40,688			36,916			40,033			38,594
Carbonate Trend gathering volumes (BBtu/d)		24			23			21			19			22			20			19			15			18			18
Williams Four Corners:
Gathering volumes (BBtu/d)		1,316			1,410			1,406			1,388			1,380			1,355			1,321			1,377			1,323			1,344
Plant inlet natural gas volumes (BBtu/d)		547			680			681			673			646			653			554			653			621			620
NGL equity sales (million gallons)		36			43			43			40			162			39			39			44			42			164
NGL margin ($/gallon)	$	0.74		$	0.78		$	0.88		$	0.57		$	0.75		$	0.32		$	0.40		$	0.46		$	0.57		$	0.44
NGL production (million gallons)		112			140			134			132			518			123			123			143			136			525
Wamsutter — 100%:
Gathering volumes (BBtu/d)		434			521			506			534			499			534			545			543			524			537
Plant inlet natural gas volumes (BBtu/d)		404			427			393			413			409			437			419			412			423			423
NGL equity sales (million gallons)		41			36			30			32			139			36			35			37			41			149
NGL margin ($/gallon)	$	0.58		$	0.63		$	0.77		$	0.40		$	0.59		$	0.25		$	0.39		$	0.43		$	0.49		$	0.39
NGL production (million gallons)		106			114			97			98			415			105			109			114			119			447
Discovery Producer Services — 100%
Plant inlet natural gas volumes (BBtu/d)		627			614			378			211			457			324			470			569			571			485
Gross processing margin ($/MMBtu)	$	0.45		$	0.36		$	0.48		$	—		$	0.37		$	0.10		$	0.20		$	0.30		$	0.35		$	0.26
NGL equity sales (million gallons)		37			23			21			4			85			12			25			30			27			94
NGL production (million gallons)		70			58			43			10			181			30			56			79			85			250