Bond Williamson Group 6.3% ( US96950FAF18 ) in USD

Williamson Group

108.426 % ▲

United States

US96950FAF18 ( in USD )

6.3% per year ( payment 2 times a year)

14/04/2040

Prospectus brochure of the bond Williams Companies US96950FAF18 en USD 6.3%, maturity 14/04/2040

2 000 USD

1 250 000 000 USD

96950FAF1

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/10/2026 ( In 105 days )

Williams Companies is a Tulsa, Oklahoma-based energy infrastructure company focused on natural gas transportation, processing, and storage, as well as natural gas liquids (NGL) fractionation and transportation.

The Bond issued by Williamson Group ( United States ) , in USD, with the ISIN code US96950FAF18, pays a coupon of 6.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2040

The Bond issued by Williamson Group ( United States ) , in USD, with the ISIN code US96950FAF18, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Williamson Group ( United States ) , in USD, with the ISIN code US96950FAF18, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Filed Pursuant to Rule 424
(b)(5)
Registration No. 333-166761

PROSPECTUS
$3,500,000,000
Williams Partners L.P.
Exchange Offer for All Outstanding

$750,000,000 aggregate amount of 3.800% Senior Notes due 2015
(CUSIP Nos. 96950FAA2 and U96956AA2)
for new 3.800% Senior Notes due 2015
that have been registered under the Securities Act of 1933
and
$1,500,000,000 aggregate amount of 5.250% Senior Notes due 2020
(CUSIP Nos. 96950FAC8 and U96956AB0)
for new 5.250% Senior Notes due 2020
that have been registered under the Securities Act of 1933
and
$1,250,000,000 aggregate amount of 6.300% Senior Notes due 2040
(CUSIP Nos. 96950FAE4 and U96956AC8)
for new 6.300% Senior Notes due 2040
that have been registered under the Securities Act of 1933

This exchange offer will expire at 5:00 p.m., New York City time,
on June 29, 2010, unless extended.

The Exchange Notes:

· The terms of the 3.800% Senior Notes due 2015, 5.250% Senior Notes due 2020, and
6.300% Senior Notes due 2040 to be issued in the exchange offer are substantially identical to
the terms of the outstanding 3.800% Senior Notes due 2015, 5.250% Senior Notes due 2020,
and 6.300% Senior Notes due 2040, respectively, except that provisions relating to transfer
restrictions, registration rights, and additional interest will not apply to the exchange notes.

· We are offering the exchange notes pursuant to a registration rights agreement that we entered
into in connection with the issuance of the outstanding notes.

Material Terms of the Exchange Offer:

· The exchange offer expires at 5:00 p.m., New York City time, on June 29, 2010, unless
extended.

· Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not
validly withdrawn will be exchanged for an equal principal amount of the applicable series of
exchange notes.

· You may withdraw tendered outstanding notes at any time at or prior to the expiration of the
exchange offer.

· The exchange offer is not subject to any minimum tender condition, but is subject to customary
conditions.

· The exchange of the exchange notes for outstanding notes will not be a taxable exchange for
U.S. federal income tax purposes.

· There is no existing public market for the outstanding notes or the exchange notes.

· Each broker-dealer that receives exchange notes for its own account in the exchange offer must
acknowledge that it acquired the outstanding notes for its own account as a result of market-
making or other trading activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act of 1933, as amended, in connection with any resale of the
exchange notes. A participating broker-dealer may use this prospectus, as it may be amended or
supplemented from time to time, in connection with resales of exchange notes received in
exchange for outstanding notes where such outstanding notes were acquired as a result of
market-making activities or other trading activities.

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See "Risk Factors" beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or the accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated June 1, 2010
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TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
ii
INCORPORATION BY REFERENCE
ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
CERTAIN DEFINITIONS
v
PROSPECTUS SUMMARY
1
RISK FACTORS
11
USE OF PROCEEDS
32
CAPITALIZATION
32
THE EXCHANGE OFFER
33
DESCRIPTION OF NOTES
41
DESCRIPTION OF OTHER INDEBTEDNESS
58
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
60
PLAN OF DISTRIBUTION
65
LEGAL MATTERS
66
EXPERTS
66

You should rely only upon the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. You should assume the information
appearing in this prospectus and the documents incorporated by reference herein are accurate only as
of their respective dates. Our business, financial condition, results of operations, and prospects may
have changed since those dates.
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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and we file annual, quarterly and other reports and other information
with the Securities and Exchange Commission (the "SEC"). You may read and copy any document we
file with the SEC at the SEC's public reference room at 100 F Street NE, Washington, D.C.
20549-2521. Please call 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available on the SEC's web site at http://www.sec.gov.
Unless specifically listed under "Incorporation by Reference" below, the information contained on the
SEC web site is not intended to be incorporated by reference in this prospectus and you should not
consider that information a part of this prospectus. You can also obtain information about us at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We make available free of charge on or through our Internet website, http://www.williamslp.com,
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Information contained on our Internet website is not part of this prospectus and does not
constitute a part of this prospectus.

This prospectus incorporates important business and financial information about us that is not
included in or delivered with this prospectus. We will provide this information and any and all of the
documents referred to herein, including the registration rights agreement and the indenture for the
notes, which are summarized in this prospectus, without charge to each person to whom a copy of this
prospectus has been delivered, who makes a request by writing or calling us at the following address
or telephone number:

Investor Relations
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172-0712
(918) 573-2078

In order to ensure timely delivery, you must request the information no later than five business
days before the expiration of the exchange offer.

INCORPORATION BY REFERENCE

We "incorporate by reference" in this prospectus the following documents that we have previously
filed with the SEC. This means that we are disclosing important information to you without actually
including the specific information in this prospectus by referring you to other documents filed
separately with the SEC. The information incorporated by reference is an important part of this
prospectus. Information that we later provide to the SEC, and which is deemed "filed" with the SEC,
will automatically update information previously filed with the SEC, and may replace information in
this prospectus and information previously filed with the SEC:

· our annual report on Form 10-K for the year ended December 31, 2009 (our "2009 10-K");

· our quarterly report on Form 10-Q for the quarter ended March 31, 2010 (our "2010 First
Quarter 10-Q"); and

· our current reports on Form 8-K filed with the SEC on January 19, 2010, January 22, 2010 (two
filed on this date), February 2, 2010, February 3, 2010, February 10, 2010, February 22, 2010,
April 20, 2010 (two filed on this date), April 29, 2010, and May 12, 2010.

We also incorporate by reference each of the documents that we file with the SEC (excluding
those filings made under Items 2.02 or 7.01 of Form 8-K and corresponding information furnished
under Item 9.01 of Form 8-K or included as an exhibit, or other information furnished to the SEC)
under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of the initial
registration statement and prior to
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effectiveness of the registration statement and on or after the date of this prospectus and prior to the
completion of the exchange offer. Any statements made in such documents will automatically update
and supersede the information contained in this prospectus, and any statements made in this
prospectus update and supersede the information contained in past SEC filings incorporated by
reference into this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this prospectus include "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
relate to anticipated financial performance, management's plans and objectives for future operations,
business prospects, outcome of regulatory proceedings, market conditions, and other matters.

All statements, other than statements of historical facts, included in this report that address
activities, events or developments that we expect, believe or anticipate will exist or may occur in the
future are forward-looking statements. Forward-looking statements can be identified 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 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 NGL 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
prospectus or in the documents incorporated herein by reference. You should carefully consider the
risk factors discussed below in addition to the other information in this prospectus. If any of the
following risks were actually to occur, our business, results of operations and financial condition could
be materially adversely affected. 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;
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· costs of, changes in, or the results of laws, government regulations (including proposed climate
change legislation), environmental liabilities, litigation, and rate proceedings;

· our allocated costs for defined benefit pension plans and other postretirement benefit plans
sponsored by our affiliates;

· changes in maintenance and construction costs;

· changes in the current geopolitical situation;

· our exposure to the credit risks of our customers;

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

· risks associated with future weather conditions;

· acts of terrorism; and

· additional risks described in our filings with the 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
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 and referred to below
may cause our intentions to change from those statements of intention set forth in this prospectus.
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.

Because forward-looking statements involve risks and uncertainties, we caution that there are
important factors, in addition to those listed above, that may cause actual results to differ materially
from those contained in the forward-looking statements. These factors include the risks set forth under
the caption "Risk Factors" in this prospectus and in our 2009 10-K, which is incorporated herein by
reference.

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CERTAIN DEFINITIONS

We use the following oil and gas measurements and industry terms in this prospectus:

British Thermal Units (Btu): When used in terms of volumes, Btu is used to refer to the
amount of natural gas required to raise the temperature of one pound of water by one degree
Fahrenheit at one atmospheric pressure.

BBtu/d: One billion Btus per day.

Dth: One dekatherm, which is the approximate energy content of 1,000 cubic feet of natural
gas.

MMdt: One million dekatherms or approximately one trillion Btus.

TBtu: One trillion Btus.

Other terms used in this prospectus include:

Contributed Entities: refers to the ownership interests that were contributed to us in the
Dropdown (as defined below).

FERC: Federal Energy Regulatory Commission.

Fractionation: The process by which a mixed stream of natural gas liquids is separated into
its constituent products, such as ethane, propane and butane.

LNG: Liquefied natural gas.

NGLs: Natural gas liquids. Natural gas liquids result from natural gas processing and crude
oil refining and are used as petrochemical feedstocks, heating fuels and gasoline additives, among
other applications.

Partially Owned Entities: Entities in which we do not own a 100% ownership interest,
including principally Discovery Producer Services LLC, Gulfstream Natural Gas System, L.L.C.,
Northwest Pipeline GP, and Laurel Mountain Midstream LLC.

Pipeline Entities: Our regulated pipeline entities, including principally Northwest Pipeline
GP, Transcontinental Gas Pipe Line Company, LLC, Gulfstream Natural Gas System, L.L.C.,
Discovery Producer Services LLC, and Black Marlin Pipeline LLC.

Throughput: The volume of product transported or passing through a pipeline, plant, terminal
or other facility.

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