##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  to
 Commission file number 1-32599
 WILLIAMS PARTNERS L.P.
  DELAWARE
    
    20-2485124(State or other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)ONE WILLIAMS CENTERTULSA, OKLAHOMA
    
    74172-0172(Address of principal executive offices)
    
    (Zip Code)
     þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 (Do not check if a smaller reporting company)
 o þ




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##### 



WILLIAMS PARTNERS L.P.
INDEX
 PagePart I. Financial InformationItem 1. Financial StatementsConsolidated Statements of Income  Three Months Ended March 31, 2009 and 2008
    
    
    3Consolidated Balance Sheets  March 31, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Cash Flows  Three Months Ended March 31, 2009 and 2008
    
    
    5Consolidated Statement of Partners Capital from January 1, 2009 to March 31, 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    30Part II. Other InformationItem 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 6. Exhibits
    
    
    33EX-3.3EX-31.1EX-31.2EX-32
  FORWARD-LOOKING STATEMENTS
   
    
    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 and 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.
  1




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
    
    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 the current
economic slowdown and the disruption of 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;
    
    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.
    2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 WILLIAMS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per-unit amounts)
(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008Revenues:Product sales:Affiliate
    
    $
    30,872
    
    
    $
    78,122Third-party
    
    
    2,291
    
    
    
    4,221Gathering and processing:Affiliate
    
    
    10,610
    
    
    
    8,790Third-party
    
    
    47,255
    
    
    
    46,210Storage
    
    
    8,361
    
    
    
    7,333Fractionation
    
    
    2,557
    
    
    
    3,292Other
    
    
    3,522
    
    
    
    2,394Total revenues
    
    
    105,468
    
    
    
    150,362Costs and expenses:Product cost and shrink replacement:Affiliate
    
    
    8,866
    
    
    
    22,033Third-party
    
    
    11,296
    
    
    
    30,065Operating and maintenance expense (excluding depreciation):Affiliate
    
    
    11,759
    
    
    
    23,133Third-party
    
    
    28,147
    
    
    
    23,951Depreciation, amortization and accretion
    
    
    11,184
    
    
    
    11,226General and administrative expense:Affiliate
    
    
    11,587
    
    
    
    9,876Third-party
    
    
    893
    
    
    
    928Taxes other than income
    
    
    2,436
    
    
    
    2,505Other expense  net
    
    
    1,679
    
    
    
    333Total costs and expenses
    
    
    87,847
    
    
    
    124,050Operating income
    
    
    17,621
    
    
    
    26,312Equity earnings-Wamsutter
    
    
    15,321
    
    
    
    21,194Discovery investment income
    
    
    812
    
    
    
    13,621Interest expense
    
    
    (15,116
    )
    
    
    (17,673
    )Interest income
    
    
    34
    
    
    
    175Net income
    
    $
    18,672
    
    
    $
    43,629Allocation of net income for calculation of earnings per unit:Net income
    
    $
    18,672
    
    
    $
    43,629Allocation of net income (loss) to general partner
    
    
    (372
    )
    
    
    5,981
    (a)Allocation of net income to limited partners
    
    $
    19,044
    
    
    $
    37,648
    (a)Basic and diluted net income per limited partner unit:Common units
    
    $
    0.36
    
    
    $
    0.71
    (a)Subordinated units
    
    $
    
    
    
    $
    0.71
    (a)Weighted average number of units outstanding:Common units
    
    
    52,777,452
    
    
    
    49,005,497Subordinated units
    
    
    
    
    
    
    3,769,231
 
 (a)
    
    Retrospectively adjusted as discussed in Note 2.  3




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WILLIAMS PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    77,287
    
    
    $
    116,165Accounts receivable:Trade
    
    
    17,750
    
    
    
    16,279Affiliate
    
    
    16,001
    
    
    
    11,652Other
    
    
    1,390
    
    
    
    2,919Product imbalance
    
    
    3,926
    
    
    
    6,344Prepaid expense
    
    
    9,568
    
    
    
    4,102Reimbursable projects
    
    
    1,166
    
    
    
    Other current assets
    
    
    2,565
    
    
    
    3,642Total current assets
    
    
    129,653
    
    
    
    161,103Investment in Wamsutter
    
    
    277,869
    
    
    
    277,707Investment in Discovery Producer Services
    
    
    184,342
    
    
    
    184,466Gross property, plant and equipment
    
    
    1,265,874
    
    
    
    1,265,153Less accumulated depreciation
    
    
    (630,826
    )
    
    
    (624,633
    )Property, plant and equipment, net
    
    
    635,048
    
    
    
    640,520Other noncurrent assets
    
    
    27,181
    
    
    
    28,023Total assets
    
    $
    1,254,093
    
    
    $
    1,291,819LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    20,410
    
    
    $
    22,348Affiliate
    
    
    12,435
    
    
    
    11,122Product imbalance
    
    
    3,153
    
    
    
    8,926Deferred revenue
    
    
    844
    
    
    
    4,916Accrued interest
    
    
    10,659
    
    
    
    18,705Other accrued liabilities
    
    
    9,734
    
    
    
    6,172Total current liabilities
    
    
    57,235
    
    
    
    72,189Long-term debt
    
    
    1,000,000
    
    
    
    1,000,000Environmental remediation liabilities
    
    
    2,014
    
    
    
    2,321Other noncurrent liabilities
    
    
    13,832
    
    
    
    13,699Commitments and contingent liabilities (Note 7)Partners capital
    
    
    181,012
    
    
    
    203,610Total liabilities and partners capital
    
    $
    1,254,093
    
    
    $
    1,291,819
  4




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WILLIAMS PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(In thousands)OPERATING ACTIVITIES:Net income
    
    $
    18,672
    
    
    $
    43,629Adjustments to reconcile to cash provided by operations:Depreciation, amortization and accretion
    
    
    11,184
    
    
    
    11,226Equity earnings of Wamsutter
    
    
    (15,321
    )
    
    
    (21,194
    )Equity (earnings) losses of Discovery Producer Services
    
    
    3,211
    
    
    
    (13,621
    )Distributions related to equity earnings of Wamsutter
    
    
    15,321
    
    
    
    22,703Distributions related to equity earnings of Discovery Producer Services
    
    
    
    
    
    
    13,621Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    (4,291
    )
    
    
    (20,212
    )Prepaid expense
    
    
    (5,466
    )
    
    
    467Reimbursable projects
    
    
    (1,166
    )
    
    
    Other current assets
    
    
    1,077
    
    
    
    5,282Accounts payable
    
    
    (625
    )
    
    
    16,596Product imbalance
    
    
    (3,355
    )
    
    
    (835
    )Accrued liabilities
    
    
    (4,729
    )
    
    
    (7,214
    )Deferred revenue
    
    
    (4,155
    )
    
    
    (3,364
    )Other, including changes in non-current liabilities
    
    
    2,175
    
    
    
    1,120Net cash provided by operating activities
    
    
    12,532
    
    
    
    48,204INVESTING ACTIVITIES:Capital expenditures
    
    
    (6,972
    )
    
    
    (11,556
    )Cumulative distributions in excess of equity earnings of Discovery Producer Services
    
    
    
    
    
    
    3,179Cumulative distributions in excess of equity earnings of Wamsutter
    
    
    322
    
    
    
    Change in accrued liabilities and accounts payable-capital expenditures
    
    
    (61
    )
    
    
    (6,574
    )Proceeds from sale of property, plant and equipment
    
    
    162
    
    
    
    Contributions to Wamsutter
    
    
    (485
    )
    
    
    (22
    )Contributions to Discovery Producer Services
    
    
    (3,086
    )
    
    
    (437
    )Net cash used by investing activities
    
    
    (10,120
    )
    
    
    (15,410
    )FINANCING ACTIVITIES:Distributions to unitholders
    
    
    (41,617
    )
    
    
    (35,283
    )Proceeds from sale of common units
    
    
    
    
    
    
    28,992Redemption of common units from general partner
    
    
    
    
    
    
    (28,992
    )Contributions per omnibus agreement
    
    
    327
    
    
    
    771Other
    
    
    
    
    
    
    76Net cash used by financing activities
    
    
    (41,290
    )
    
    
    (34,436
    )Decrease in cash and cash equivalents
    
    
    (38,878
    )
    
    
    (1,642
    )Cash and cash equivalents at beginning of period
    
    
    116,165
    
    
    
    36,197Cash and cash equivalents at end of period
    
    $
    77,287
    
    
    $
    34,555
  5




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WILLIAMS PARTNERS L.P.
CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
(In thousands)
(Unaudited)
 Limited
    
    
    
    
    
    
    TotalPartners
    
    
    General
    
    
    Partners'Common
    
    
    Partner
    
    
    CapitalBalance  January 1, 2009
    
    $
    1,619,954
    
    
    $
    (1,416,344
    )
    
    $
    203,610Net income
    
    
    11,772
    
    
    
    6,900
    
    
    
    18,672Cash distributions
    
    
    (33,513
    )
    
    
    (8,104
    )
    
    
    (41,617
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    327
    
    
    
    327Other
    
    
    20
    
    
    
    
    
    
    
    20Balance  March 31, 2009
    
    $
    1,598,233
    
    
    $
    (1,417,221
    )
    
    $
    181,012
  6




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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. Organization and Basis of Presentation
     Note 2. Recent Accounting Standards
 Earnings per Share,
  ,
 7




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Note 3. Allocation of Net Income and Distributions
  Three months endedMarch 31,2009
    
    
    2008Allocation to general partner:Net income
    
    $
    18,672
    
    
    $
    43,629Reimbursable general and administrative costs charged directly to general partner
    
    
    760
    
    
    
    398Income subject to 2% allocation of general partner interest
    
    
    19,432
    
    
    
    44,027General partners share of net income
    
    
    2.0
    %
    
    
    2.0
    %General partners allocated share of net income before items directly allocable
to general partner interest
    
    
    388
    
    
    
    881Incentive distributions paid to general partner*
    
    
    7,272
    
    
    
    4,231Direct charges to general partner
    
    
    (760
    )
    
    
    (398
    )Net income allocated to general partner
    
    $
    6,900
    
    
    $
    4,714Net income
    
    $
    18,672
    
    
    $
    43,629Net income allocated to general partner
    
    
    6,900
    
    
    
    4,714Net income allocated to limited partners
    
    $
    11,772
    
    
    $
    38,915
 
 *
    
    Using the method of computing earnings per unit prescribed by EITF 07-4, the net income allocated
to the general partner includes IDRs pertaining to the current reporting period, but paid in the
subsequent period. The net income allocated to the general partners capital account reflects IDRs
paid during the current reporting period.   General PartnerIncentivePer Unit
    
    
    Common
    
    
    Subordinated
    
    
    
    
    
    
    Distribution
    
    
    Total CashPayment Date
    
    Distribution
    
    
    Units
    
    
    Units
    
    
    2%
    
    
    Rights
    
    
    Distribution2/14/2008
    
    $
    0.5750
    
    
    $
    26,321
    
    
    $
    4,025
    
    
    $
    706
    
    
    $
    4,231
    
    
    $
    35,2835/15/2008
    
    $
    0.6000
    
    
    $
    31,665
    
    
    
    
    
    
    $
    758
    
    
    $
    5,499
    
    
    $
    37,9228/14/2008
    
    $
    0.6250
    
    
    $
    32,984
    
    
    
    
    
    
    $
    811
    
    
    $
    6,765
    
    
    $
    40,56011/14/2008
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    832
    
    
    $
    7,272
    
    
    $
    41,6172/13/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    832
    
    
    $
    7,272
    
    
    $
    41,6175/15/2009 (a)
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    684
    
    
    
    
    
    
    $
    34,197
 
 (a)
    
    The board of directors of our general partner declared this cash distribution on April 23,
2009 to be paid on May 15, 2009 to unitholders of record at the close of business on May 8,
2009. In April 2009, The Williams Companies, Inc. (Williams) waived the incentive
distribution rights related to 2009 distribution periods. The IDRs paid in February 2009 relate to the
fourth-quarter 2008 distribution to unitholders. 8




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Note 4. Related Party Transactions
  Note 5. Equity Investments
   Wamsutter
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)Current assets
    
    $
    16,414
    
    
    $
    17,147Property, plant and equipment, net
    
    
    331,657
    
    
    
    318,072Non-current assets
    
    
    782
    
    
    
    468Current liabilities
    
    
    (15,424
    )
    
    
    (16,960
    )Non-current liabilities
    
    
    (4,413
    )
    
    
    (4,353
    )Members capital
    
    $
    329,016
    
    
    $
    314,374
 Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)Revenues:Product sales:Affiliate
    
    $
    18,377
    
    
    $
    45,016Third-party
    
    
    3,025
    
    
    
    5,034Gathering and processing services
    
    
    19,384
    
    
    
    15,015Other revenues
    
    
    2,445
    
    
    
    2,560Costs and expenses excluding depreciation and accretion:Affiliate
    
    
    12,611
    
    
    
    33,214Third-party
    
    
    9,852
    
    
    
    7,989Depreciation and accretion
    
    
    5,447
    
    
    
    5,228Net income
    
    $
    15,321
    
    
    $
    21,194Williams Partners interest  equity earnings
    
    $
    15,321
    
    
    $
    21,194
 9




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Discovery
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)Current assets
    
    $
    61,356
    
    
    $
    50,978Non-current restricted cash and cash equivalents
    
    
    799
    
    
    
    3,470Property, plant and equipment, net
    
    
    370,732
    
    
    
    370,482Current liabilities
    
    
    (54,237
    )
    
    
    (45,234
    )Non-current liabilities
    
    
    (20,743
    )
    
    
    (19,771
    )Members capital
    
    $
    357,907
    
    
    $
    359,925
 Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)Revenues:Affiliate
    
    $
    12,791
    
    
    $
    78,006Third-party
    
    
    7,243
    
    
    
    9,150Costs and expenses:Affiliate
    
    
    7,070
    
    
    
    38,246Third-party
    
    
    18,156
    
    
    
    26,620Interest income
    
    
    (8
    )
    
    
    (264
    )Foreign exchange (gain) loss
    
    
    168
    
    
    
    (147
    )Net income (loss)
    
    $
    (5,352
    )
    
    $
    22,701Discovery investment income:Williams Partners interest  equity earnings (losses)
    
    $
    (3,211
    )
    
    $
    13,621Business interruption proceeds
    
    
    4,023
    
    
    
    Discovery investment income
    
    $
    812
    
    
    $
    13,621
  Note 6. Long-Term Debt and Credit Facilities
 Long-Term Debt
  Interest
    
    
    March 31,
    
    
    December 31,Rate
    
    
    2009
    
    
    2008(In millions)Credit agreement term loan, adjustable rate, due 2012
    
    
    (a
    )
    
    $
    250
    
    
    $
    250Senior unsecured notes, fixed rate, due 2017
    
    
    7.25
    %
    
    
    600
    
    
    
    600Senior unsecured notes, fixed rate, due 2011
    
    
    7.50
    %
    
    
    150
    
    
    
    150Total Long-term debt
    
    
    
    
    
    $
    1,000
    
    
    $
    1,000
 
 (a)
    
    1.27% at March 31, 2009. Credit Facilities
  10




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
    
    We are required to maintain a ratio of consolidated indebtedness to consolidated EBITDA
(each as defined in the Credit Agreement) of no greater than 5.00 to 1.00 as of the last day
of any fiscal quarter. This ratio may be increased in the case of an acquisition of $50.0
million or more, in which case the ratio will be 5.50 to 1.00 for the fiscal quarter in
which the acquisition occurs and three fiscal quarter-periods following such acquisition.
At March 31, 2009, our ratio of consolidated indebtedness to consolidated EBITDA, as
calculated under this covenant, of approximately 3.22 is in compliance with this
covenant.
    
    Our ratio of consolidated EBITDA to consolidated interest expense (each as defined in the
Credit Agreement) must be not less than 2.75 to 1.00 as of the last day of any fiscal
quarter, unless we obtain an investment grade rating from Standard and Poors Ratings
Services or Moodys Investors Service and the rating from the other agency is not less than
Ba1 or BB+, as applicable. At March 31, 2009, our ratio of consolidated EBITDA to
consolidated interest expense, as calculated under this covenant, of approximately 4.94 is
in compliance with this covenant.
   Note 7. Commitments and Contingencies
 Environmental Matters-Four Corners.
    11




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Environmental Matters-Conway.
  Will Price.
 Grynberg.
 GEII Litigation.
 Other.
 Summary.
 12




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13




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Note 8. Segment Disclosures
  Gathering &Gathering &
    
    
    Processing -
    
    
    NGLProcessing - West
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)Three Months Ended March 31, 2009:Segment revenues
    
    $
    90,778
    
    
    $
    486
    
    
    $
    14,204
    
    
    $
    105,468Product cost and shrink replacement
    
    
    18,461
    
    
    
    
    
    
    
    1,701
    
    
    
    20,162Operating and maintenance expense
    
    
    33,014
    
    
    
    575
    
    
    
    6,317
    
    
    
    39,906Depreciation, amortization and accretion
    
    
    10,344
    
    
    
    32
    
    
    
    808
    
    
    
    11,184Direct general and administrative expense
    
    
    2,161
    
    
    
    
    
    
    
    756
    
    
    
    2,917Other, net
    
    
    3,809
    
    
    
    
    
    
    
    306
    
    
    
    4,115Segment operating income (loss)
    
    
    22,989
    
    
    
    (121
    )
    
    
    4,316
    
    
    
    27,184Investment income
    
    
    15,321
    
    
    
    812
    
    
    
    
    
    
    
    16,133Segment profit
    
    $
    38,310
    
    
    $
    691
    
    
    $
    4,316
    
    
    $
    43,317Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,184General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,882
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (681
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,621Three Months Ended March 31, 2008:Segment revenues
    
    $
    132,333
    
    
    $
    567
    
    
    $
    17,462
    
    
    $
    150,362Product cost and shrink replacement
    
    
    47,446
    
    
    
    
    
    
    
    4,652
    
    
    
    52,098Operating and maintenance expense
    
    
    40,893
    
    
    
    524
    
    
    
    5,667
    
    
    
    47,084Depreciation, amortization and accretion
    
    
    10,299
    
    
    
    153
    
    
    
    774
    
    
    
    11,226Direct general and administrative expense
    
    
    1,930
    
    
    
    
    
    
    
    544
    
    
    
    2,474Other, net
    
    
    2,554
    
    
    
    
    
    
    
    284
    
    
    
    2,838Segment operating income (loss)
    
    
    29,211
    
    
    
    (110
    )
    
    
    5,541
    
    
    
    34,642Equity earnings
    
    
    21,194
    
    
    
    13,621
    
    
    
    
    
    
    
    34,815Segment profit
    
    $
    50,405
    
    
    $
    13,511
    
    
    $
    5,541
    
    
    $
    69,457Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,642General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,662
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (668
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,312
 14




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Please read the following discussion of our financial condition and results of operations in
conjunction with the consolidated financial statements included in Item 1 of Part I of this
quarterly report.
 Overview
  
    
    Gathering and Processing  West (West).Our West segment includes Four Corners and
ownership interests in Wamsutter, consisting of (i) 100% of the Class A limited liability
company membership interests and (ii) 65% of the Class C limited liability company
membership interests (together, the Wamsutter Ownership Interests). We account for the
Wamsutter Ownership Interests as an equity investment.
    
    Gathering and Processing  Gulf (Gulf).Our Gulf segment includes (1) our 60% ownership
interest in Discovery and (2) the Carbonate Trend gathering pipeline off the coast of
Alabama. We account for our ownership interest in Discovery as an equity investment.
    
    NGL Services.Our NGL Services segment includes three integrated NGL storage facilities
and a 50% undivided interest in a fractionator near Conway, Kansas.
 Executive Summary
  Recent Events
   15




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##### Table of Contents



Results of Operations
 Consolidated Overview
  Three months endedMarch 31,
    
    
    % Change from2009
    
    
    2008
    
    
    2008(1)(Thousands)Revenues
    
    $
    105,468
    
    
    $
    150,362
    
    
    
    (30
    )%Costs and expenses:Product cost and shrink replacement
    
    
    20,162
    
    
    
    52,098
    
    
    
    +61
    %Operating and maintenance expense
    
    
    39,906
    
    
    
    47,084
    
    
    
    +15
    %Depreciation, amortization and accretion
    
    
    11,184
    
    
    
    11,226
    
    
    
    General and administrative expense
    
    
    12,480
    
    
    
    10,804
    
    
    
    (16
    )%Taxes other than income
    
    
    2,436
    
    
    
    2,505
    
    
    
    +3
    %Other expense  net
    
    
    1,679
    
    
    
    333
    
    
    NMTotal costs and expenses
    
    
    87,847
    
    
    
    124,050
    
    
    
    +29
    %Operating income
    
    
    17,621
    
    
    
    26,312
    
    
    
    (33
    )%Equity earnings  Wamsutter
    
    
    15,321
    
    
    
    21,194
    
    
    
    (28
    )%Discovery investment income
    
    
    812
    
    
    
    13,621
    
    
    
    (94
    )%Interest expense
    
    
    (15,116
    )
    
    
    (17,673
    )
    
    
    +14
    %Interest income
    
    
    34
    
    
    
    175
    
    
    
    (81
    )%Net income
    
    $
    18,672
    
    
    $
    43,629
    
    
    
    (57
    )%
 
 (1)
    
    + = Favorable Change; (  ) = Unfavorable Change; NM = A percentage calculation is not
meaningful due to change in signs, a zero-value denominator or a percentage change greater
than 200. Three months ended March 31, 2009 vs. three months ended March 31, 2008
 Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 General and administrative expense
 Other expense net
 Operating income
 Equity earnings from Wamsutter
 Discovery investment income
 16




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##### Table of Contents



Interest expense
 Results of operations  Gathering and Processing  West
  Three months endedMarch 31,2009
    
    
    2008(Thousands)Revenues
    
    $
    90,778
    
    
    $
    132,333Costs and expenses, including interest:Product cost and shrink replacement
    
    
    18,461
    
    
    
    47,446Operating and maintenance expense
    
    
    33,014
    
    
    
    40,893Depreciation, amortization and accretion
    
    
    10,344
    
    
    
    10,299General and administrative expense  direct
    
    
    2,161
    
    
    
    1,930Taxes other than income
    
    
    2,129
    
    
    
    2,221Other expense, net
    
    
    1,680
    
    
    
    333Total costs and expenses, including interest
    
    
    67,789
    
    
    
    103,122Segment operating income
    
    
    22,989
    
    
    
    29,211Equity earnings  Wamsutter
    
    
    15,321
    
    
    
    21,194Segment profit
    
    $
    38,310
    
    
    $
    50,405
 Four Corners
 Three months ended March 31, 2009 vs. three months ended March 31, 200
 Revenues
  
    
    $28.5 million related to a 59% decrease in average NGL sales prices realized on sales of
NGLs which we received under keep-whole and percent-of-liquids processing contracts. This
decrease resulted from general decreases in market prices for these commodities between the
two periods;
    
    $15.8 million lower sales of NGLs on behalf of third-party producers. Under these
arrangements, we purchase the NGLs from the third-party producers and sell them to an
affiliate. This decrease was primarily related to lower market prices and is offset by lower
associated product costs of $15.7 million discussed below; and
    
    $5.5 million lower condensate and liquified natural gas (LNG) sales resulting from decreased average per-unit
condensate prices and lower LNG volumes.
   17




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##### Table of Contents



Product cost and shrink replacement
 
    
    $15.7 million decrease from third-party producers who elected to have us purchase their
NGLs, which was offset by the corresponding decrease in product sales discussed above;
    
    $10.7 million decrease from 58% lower average natural gas prices; and
    
    $2.5 million decrease in condensate and LNG related product cost.
 Operating and maintenance expense
 Other expense net
 Segment operating income
 Outlook for 2009
 
    
    NGL and natural gas commodity prices.Because NGL prices, especially ethane, have
declined, we expect significantly lower per-unit NGL margins in 2009 compared to 2008. As
evidenced by recent events, NGL, crude and natural gas prices are highly volatile. Natural
gas prices in the San Juan Basin have been lower than other areas of the country, and we
expect this trend to continue. Because natural gas cost is a component of our NGL margins,
we expect that per-unit NGL margins may be higher in the Four Corners area than some other
areas of the country. Four Corners may experience periods when it is not economical to
recover ethane, which will reduce our margins. We have no hedges in place in 2009 for either
our NGL sales or our natural gas shrink replacement purchases.
    
    Gathering and processing volumes.Despite lower projected well connects in 2009 which
result in lower projected maintenance capital expenditures, we expect average gathering and
processing volumes for 2009 to be only slightly below 2008. Drilling activity by producers
is expected to decline in 2009 due to the current credit crisis and economic downturn,
together with the low commodity price environment. However, when drilling activity
increases, we anticipate that recent capital investments will support producer customers
drilling activity, expansion opportunities and production enhancement activities.
    
    Operating costs.We expect and will pursue reductions in certain costs as demand for
contractors, equipment and supplies decline.
    
    Assets on Jicarilla land.We concluded our negotiations with the Jicarilla Apache Nation
(JAN) during February 2009 with the execution of a 20-year right-of-way agreement. We expect
our total-year 2009 right-of-way expense to be approximately $8.4 million, which is
significantly higher than the total-year 2008 cost of $3.5 million for our special business
licenses with the JAN.
 18




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##### Table of Contents



Wamsutter
  Three months endedMarch 31,2009
    
    
    2008(Thousands)Revenues
    
    $
    43,231
    
    
    $
    67,625Costs and expenses, including interest:Product cost and shrink replacement
    
    
    12,428
    
    
    
    26,030Operating and maintenance expense
    
    
    5,865
    
    
    
    11,637Depreciation and accretion
    
    
    5,447
    
    
    
    5,228General and administrative expense
    
    
    3,604
    
    
    
    3,219Taxes other than income
    
    
    566
    
    
    
    484Other income, net
    
    
    
    
    
    
    (167
    )Total costs and expenses
    
    
    27,910
    
    
    
    46,431Net income
    
    $
    15,321
    
    
    $
    21,194Williams Partners interest  equity earnings per our Consolidated Statements of Income
    
    $
    15,321
    
    
    $
    21,194
 Three months ended March 31, 2009 vs. three months ended March 31, 2008
 Revenues
  
    
    $22.2 million related to a 54% decrease in average NGL sales prices realized on sales of
NGLs which Wamsutter received under keep-whole processing contracts. This decrease resulted
from general decreases in market prices for these commodities between the two periods.
    
    $5.7 million related to a 12% decrease in NGL volumes that Wamsutter received under
keep-whole processing contracts. Severe winter weather conditions in 2008 lowered volumes
received under some of Wamsutters larger fee-based processing agreements thus allowing
Wamsutter to process greater volumes under keep-whole processing arrangements. In addition,
lower NGL volumes were produced in the first quarter of 2009 due to operational issues.
    
    $3.1 million related to favorable adjustments to the margin-sharing provisions of one of
Wamsutters significant contracts in the first quarter of 2008.
   Product cost and shrink replacement
 
    
    $11.6 million decrease from 54% lower average natural gas prices; and
    
    $4.6 million decrease from 18% lower volumetric shrink requirements due to lower volumes
processed under Wamsutters keep-whole processing contracts.
  19




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##### Table of Contents



Operating and maintenance expense
 Net income
 Outlook for 2009
 
    
    NGL margins.We expect significantly lower cash distributions from Wamsutter in 2009 as
compared to 2008, primarily as a result of lower per-unit NGL margins. As evidenced by
recent events, NGL, crude and natural gas prices are highly volatile. Natural gas prices in
the Rockies basins have been lower than other areas of the country, and we expect this
trend to continue. Because natural gas cost is a component of Wamsutters NGL margins,
Wamsutter expects that per-unit NGL margins may be higher at Wamsutter than some other areas
of the country. However, Wamsutter may still experience periods when it is not economical to
recover ethane which will reduce its margins.
    
    Gathering and processing volumes.We anticipate that our 2009 average gathering volumes
will increase slightly over 2008 levels as a result of our well connect activity, producers
sustained drilling activity, expansion opportunities and production enhancement activities
that should be sufficient to more than offset the historical production decline. Gathering
volumes reached record levels in March 2009.
    
    Third-party processing.In 2008, we executed a new agreement that extended our ability
to send excess unprocessed gas to Colorado Interstates Rawlins natural gas processing plant
through October 2010. This agreement provides Wamsutter with third-party processing of 80
MMcf/d. We expect a full year of natural gas processing in 2009 under this agreement. As a
result, total gas processed will increase, Wamsutter will be able to sell higher volumes of
NGLs, and operating costs will increase approximately $2.0 million. The increased operating
costs will be more than offset by the sale of increased volumes of NGLs.
    
    Operating costs.We expect and will pursue reductions in certain costs as demand for
contractors, equipment and supplies decline.
 Results of Operations  Gathering and Processing  Gulf
  Three months endedMarch 31,2009
    
    
    2008(Thousands)Segment revenues
    
    $
    486
    
    
    $
    567Costs and expenses:Operating and maintenance expense
    
    
    575
    
    
    
    524Depreciation, amortization and accretion
    
    
    32
    
    
    
    153Total costs and expenses
    
    
    607
    
    
    
    677Segment operating loss
    
    
    (121
    )
    
    
    (110
    )Discovery investment income
    
    
    812
    
    
    
    13,621Segment profit
    
    $
    691
    
    
    $
    13,511
 Carbonate Trend
 Segment operating loss
 20




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##### Table of Contents



Discovery
  Three months endedMarch 31,2009
    
    
    2008(Thousands)Revenues
    
    $
    20,034
    
    
    $
    87,156Costs and expenses, including interest:Product cost and shrink replacement
    
    
    10,231
    
    
    
    52,240Operating and maintenance expense
    
    
    8,471
    
    
    
    7,008Depreciation and accretion
    
    
    3,929
    
    
    
    6,983General and administrative expense
    
    
    1,500
    
    
    
    1,750Interest income
    
    
    (8
    )
    
    
    (264
    )Other (income) expense, net
    
    
    1,263
    
    
    
    (3,262
    )Total costs and expenses, including interest
    
    
    25,386
    
    
    
    64,455Net income (loss)
    
    $
    (5,352
    )
    
    $
    22,701Williams Partners interest  equity earnings (losses)
    
    $
    (3,211
    )
    
    $
    13,621Business interruption proceeds
    
    
    4,023
    
    
    
    Discovery investment income
    
    $
    812
    
    
    $
    13,621
 Three months ended March 31, 2009 vs. three months ended March 31, 200
 Revenues
 
    
    $34.5 million from 67% lower NGL volumes from gas processed under keep-whole and
percent-of-liquids arrangements. NGL volumes recovered declined due primarily to ethane
rejection for two months in the first quarter of 2009 resulting from unfavorable ethane
margins, reduced volumes as a result of 2008 hurricane damages and the absence of volumes
from the Texas Eastern Transmission Company (TETCO) system after our processing arrangement
with them expired in June 2008.
    
    $20.7 million lower sales of NGLs on behalf of third-party producers resulting from both
lower volumes and lower NGL sales prices. The lower volumes are due primarily to the
absence of gas volumes processed from the TETCO system and other third-party
producers. These decreases are offset by lower associated product costs of $20.7 million
discussed below.
    
    $9.2 million from 54% lower average per-unit NGL prices on volumes recovered under
keep-whole and percent-of-liquids arrangements. These price decreases resulted from general
decreases in market prices for these commodities between the two periods.
  Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 Other (income) expense, net
 21




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##### Table of Contents



Net income (loss)
 Outlook for 2009
 
    
    Gross processing margins.We expect significantly lower cash distributions from
Discovery in 2009 compared to 2008 primarily as a result of lower per-unit NGL margins. As
evidenced by recent events, NGL, crude and natural gas prices are highly volatile. As NGL
prices, especially ethane, have declined, Discovery is experiencing significantly lower
gross processing margins in 2009 compared to 2008. We anticipate periods when it may not be
economical to recover ethane, which would reduce Discoverys margins.
    
    Plant inlet volumes.Discoverys Larose gas processing plant is currently processing
approximately 520 BBtu/d from all sources and we expect this volume to be similar through
the second quarter due to the current marginal economic processing environment. This
represents a decrease from the 600 BBtu/d being processed prior to Hurricanes Gustav and
Ike in 2008.
    
    Tahiti Production.Discovery expects to begin receiving revenues from its Tahiti
pipeline lateral by mid-2009 based on Chevrons announcement regarding expected timing of
first production. Discoverys lateral line is completed and tied in, has been commissioned
and gas is able to flow through it. Any delays Chevron experiences in bringing their
production online will further impact the initial timing of revenues for Discovery.
Discovery expects approximately 50 BBtu/d to 75 BBtu/d from Tahiti.
    
    Other new supplies.In the second half of 2009, Discovery expects to receive
approximately 50 BBtu/d of new gas production from the Clipper and Daniel Boone prospects.
During the first quarter of 2009, Discovery began receiving new gas production from the
Pegasus and Yosemite prospects and expects total gas volumes to reach 20 BBtu/d. Prior to the 2008 hurricanes, Discovery began receiving gas
from the Valley Forge prospect and expects gas volumes to reach 15 BBtu/d.
    
    Uninsured hurricane cost recovery.Under Discoverys current FERC approved tariff,
Discovery is permitted to recover certain natural disaster related costs, including property
damage insurance deductibles, through a transportation rate surcharge. Discovery recently
received FERC approval to increase its hurricane mitigation relief surcharge effective April
1, 2009 to its maximum allowable rate of $0.05/MMBtu to expedite Discoverys recovery of any
Hurricane Ike-related expenses which should contribute approximately $4.5 million to
Discoverys net income.
    
    Operating costs.Discoverys current property damage insurance policies expire in June
2009. As a result of damage caused by the 2008 hurricanes, Discovery expects insurance for
named wind storms for its offshore assets will be significantly reduced or perhaps be
unavailable at reasonable terms. Additionally, insurance premiums for its onshore assets
could be higher along with higher deductibles and lower coverage limits.
 22




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##### Table of Contents



Results of Operations  NGL Services
  Three months endedMarch 31,2009
    
    
    2008(Thousands)Segment revenues
    
    $
    14,204
    
    
    $
    17,462Costs and expenses:Product cost
    
    
    1,701
    
    
    
    4,652Operating and maintenance expense
    
    
    6,317
    
    
    
    5,667Depreciation and accretion
    
    
    808
    
    
    
    774General and administrative expense  direct
    
    
    756
    
    
    
    544Other expense, net
    
    
    306
    
    
    
    284Total costs and expenses
    
    
    9,888
    
    
    
    11,921Segment profit
    
    $
    4,316
    
    
    $
    5,541
 Three months ended March 31, 2009 vs. three months ended March 31, 2008
 Segment revenues
 
    
    Product sales decreased $3.0 million due to a 54% decrease in average prices per barrel
and lower sales volumes of ethane and normal butane. The decrease in sales prices and
volumes was offset by the related decrease in product cost discussed below.
    
    Fractionation revenues decreased $0.7 million due primarily to a 29% decrease in average
fractionation price per barrel on slightly higher volumes.
    
    Storage revenues increased $1.0 million due primarily to higher overstorage revenue.
 Product cost
 Segment profit
 Outlook for 2009
 
    
    We expect 2009 storage revenues will approximate 2008 due to continued strong demand for
propane and natural gasoline storage as well as higher priced specialty storage services.
    
    We continue to perform a large number of storage cavern workovers and wellhead
modifications to comply with Kansas Department of Health and
Environment regulatory requirements. We expect outside service costs
to continue at current levels throughout 2009 to ensure that we meet the regulatory
compliance requirements.
 23




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##### Table of Contents



Financial Condition and Liquidity
  sources of liquidity
 
    
    Cash and cash equivalents on hand;
    
    Cash generated from operations, including cash distributions from Wamsutter and
Discovery;
    
    Capital contributions from Williams pursuant to the omnibus agreement; and
    
    Use of credit facilities, as needed and available.We anticipate our more significant uses of cashfor the remainder of 2009 to be:
    
    Maintenance and expansion capital expenditures for our Four Corners and Conway assets;
    
    Contributions we must make to Wamsutter LLC to fund certain of its expansion capital
expenditures as defined by the Wamsutter LLC agreement;
    
    Cash calls from Discovery for hurricane damage repairs, which generally should be
reimbursed by insurance;
    
    Interest on our long-term debt; and
    
    Quarterly distributions to our unitholders and/or general partner. Our general partner
has waived its IDRs with respect to 2009 distribution
periods which will reduce our 2009 use of cash.
  (in millions):
 Cash and cash equivalents
    
    $
    77.3Available capacity under our $450 million five-year senior unsecured credit facility(1)
    
    
    188.0Available capacity under our $20 million revolving credit facility with Williams as lender
    
    
    20.0Total
    
    $
    285.3
 
 (1)
    
    The original amount has been reduced by $12.0 million due to the
bankruptcy of the parent company and certain affiliates of Lehman. See Note 6, Long-Term Debt and
Credit Facilities, of our Notes to Consolidated Financial Statements.
The committed amounts of other participating banks remain in effect
and are not impacted by this reduction. Additionally, availability of
our capacity under this credit facility in future periods could be
constrained by compliance with required covenants.  24




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##### Table of Contents



Wamsutter Distributions
  Our ShareDate of Distribution
    
    Total Distribution to Members
    
    
    Class A
    
    
    Class C
    
    
    Other Class C3/30/09
    
    $
    13,500
    
    
    $
    13,500
    
    
    $
    
    
    
    $
    
  Discovery Distributions
  Insurance Recoveries
   25




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##### Table of Contents



Modification of Omnibus Agreement with Williams
  Credit Facilities
   
    
    We are required to maintain a ratio of consolidated indebtedness to consolidated EBITDA
(each as defined in the Credit Agreement) of no greater than 5.00 to 1.00 as of the last day
of any fiscal quarter. This ratio may be increased in the case of an acquisition of $50.0
million or more, in which case the ratio will be 5.50 to 1.00 for the fiscal quarter in
which the acquisition occurs and three fiscal quarter-periods following such acquisition. At
March 31, 2009, our ratio of consolidated indebtedness to consolidated EBITDA, as calculated
under this covenant, of approximately 3.22 is in compliance with this covenant.
    
    Our ratio of consolidated EBITDA to consolidated interest expense (each as defined in the
Credit Agreement) must be not less than 2.75 to 1.00 as of the last day of any fiscal
quarter, unless we obtain an investment grade rating from Standard and Poors Ratings
Services or Moodys Investors Service and the rating from the other agency is not less than
Ba1 or BB+, as applicable. At March 31, 2009, our ratio of consolidated EBITDA to
consolidated interest expense, as calculated under this covenant, of approximately 4.94 is
in compliance with this covenant.
   26




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##### Table of Contents



Credit Ratings
  Senior UnsecuredRating Agency
    
    Date of Last Change
    
    Outlook
    
    Debt RatingStandard & Poors.
    
    November 9, 2007
    
    Stable
    
    BBB-Moodys Investor Service
    
    November 6, 2008
    
    Negative
    
    Ba2Fitch Ratings
    
    May 8, 2008
    
    Stable
    
    BB+
      27




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##### Table of Contents



Capital Expenditures
  
    
    Maintenance capital expenditures, which are capital expenditures made to replace
partially or fully depreciated assets in order to maintain the existing operating capacity
of our assets, including certain well connection expenditures, and to extend their useful
lives including expenditures which are mandatory and/or essential for maintaining the
reliability of our operations; and
    
    Expansion capital expenditures, which tend to be more discretionary than maintenance
capital expenditures, include expenditures to acquire additional assets to grow our
business, to expand and upgrade plant or pipeline capacity and to construct new plants,
pipelines and storage facilities.
  Maintenance
    
    
    Expansion
    
    
    TotalThrough
    
    
    
    
    
    
    Through
    
    
    
    
    
    
    ThroughCompany
    
    Total Year Estimate
    
    
    Mar. 31, 2009
    
    
    Total Year Estimate
    
    
    Mar. 31, 2009
    
    
    Total Year Estimate
    
    
    Mar. 31, 2009Four Corners
    
    $
    15 - 20
    
    
    $
    5.0
    
    
    $
    5 - 10
    
    
    $
    .2
    
    
    $
    20 - 30
    
    
    $
    5.2Conway
    
    
    3 - 6
    
    
    
    .2
    
    
    
    8 - 12
    
    
    
    1.6
    
    
    
    11 - 18
    
    
    
    1.8Wamsutter (our share)
    
    
    20 - 25
    
    
    
    5.4
    
    
    
    1 - 2
    
    
    
    .5
    
    
    
    21 - 27
    
    
    
    5.9Discovery (our share)
    
    
    1 - 3
    
    
    
    
    
    
    
    4 - 7
    
    
    
    1.9
    
    
    
    5 - 10
    
    
    
    1.9
     Cash Distributions to Unitholders
  28




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Results of Operations  Cash Flows
 Three months endedMarch 31,Williams Partners L.P.
    
    2009
    
    
    2008(Thousands)Net cash provided by operating activities
    
    $
    12,532
    
    
    $
    48,204Net cash used by investing activities
    
    
    (10,120
    )
    
    
    (15,410
    )Net cash used by financing activities
    
    
    (41,290
    )
    
    
    (34,436
    )
 Net cash provided by operating activities
 Net cash used by investing activities
 Net cash used by financing activities
 Three months endedMarch 31,Wamsutter  100 percent
    
    2009
    
    
    2008(Thousands)Net cash provided by operating activities
    
    $
    19,166
    
    
    $
    28,625Net cash used by investing activities
    
    
    (18,487
    )
    
    
    (4,089
    )Net cash used by financing activities
    
    
    (679
    )
    
    
    (24,536
    )
 Net cash provided by operating activities
 Net cash used by investing activities
 Net cash used by financing activities
 Three months endedMarch 31,Discovery  100 percent
    
    2009
    
    
    2008(Thousands)Net cash provided (used) by operating activities
    
    $
    (928
    )
    
    $
    32,043Net cash used by investing activities
    
    
    (7,551
    )
    
    
    (3,882
    )Net cash provided (used) by financing activities
    
    
    3,332
    
    
    
    (25,672
    )
 Net cash provided (used) by operating activities
 Net cash used by investing activities
 29




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##### Table of Contents



Net cash provided (used) by financing activities
 Contractual Obligations
  2009
    
    
    2010-2011
    
    
    2012-2013
    
    
    2014+
    
    
    Total(in thousands)Operating leases(a)
    
    $
    7,340
    
    
    $
    15,056
    
    
    $
    15,056
    
    
    $
    112,920
    
    
    $
    150,372
 
 (a)
    
    Each year from 2010 through 2029 will also include an additional annual payment, which
varies depending on the prior years per-unit NGL margins and the volume of gas gathered by Four
Corners gathering facilities subject to the agreement. The table above does not include any such variable amounts related to this agreement. 
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Commodity Price Risk
  Interest Rate Risk
  
 Item 4.
    
    Controls and Procedures
  Evaluation
of Disclosure Controls and Procedures
  30




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##### Table of Contents



First-Quarter 2009 Changes in Internal Controls Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  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 current
expectations.
   31




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##### Table of Contents



Our assets and operations can be affected by weather and other natural phenomena.
   32




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##### Table of Contents



Item 6.
    
    Exhibits
  ExhibitNumber
    
    Description*Exhibit 3.1
    
    Certificate of Limited Partnership of Williams Partners L.P. (attached as Exhibit
3.1 to Williams Partners L.P.s registration statement on Form S-1 (File No.
333-124517) filed with the SEC on May 2, 2005).*Exhibit 3.2
    
    Certificate of Formation of Williams Partners GP LLC (attached as Exhibit 3.3 to
Williams Partners L.P.s registration statement on Form S-1 (File No. 333-124517)
filed with the SEC on May 2, 2005).+Exhibit 3.3
    
    Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
(including form of common unit certificate), as amended by Amendments Nos. 1, 2,
3, 4 and 5.*Exhibit 3.4
    
    Amended and Restated Limited Liability Company Agreement of Williams Partners GP
LLC (attached as Exhibit 3.2 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599) filed with the SEC on August 26, 2005).*#Exhibit 10.1
    
    Director Compensation Policy dated November 29, 2005, as revised January 26, 2009
(attached as Exhibit 10.8 to Williams Partners L.P.s annual report on Form 10-K
(File No. 001-32599) filed with the SEC on February 26, 2009).*Exhibit 10.2
    
    Amendment No. 1 to Omnibus Agreement among Williams Partners L.P., Williams Energy
Services, LLC, Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams
Discovery Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC
and (for purposes of Articles V and VI thereof only) The Williams Companies, Inc.
(attached as Exhibit 10.1 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599) filed with the SEC on April 20, 2009).+Exhibit 31.1
    
    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.+Exhibit 31.2
    
    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.+Exhibit 32
    
    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.
 
 *
    
    Each such exhibit has heretofore been filed with the SEC as part of the filing indicated and
is incorporated herein by reference.+
    
    Filed herewith.#
    
    Management contract or compensatory plan or arrangement. 33




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##### Table of Contents



SIGNATURES
  WILLIAMS PARTNERS L.P.(Registrant)By: Williams Partners GP LLC, its general partner/s/ Ted T. TimmermansTed. T. TimmermansController (Duly Authorized Officer and PrincipalAccounting Officer)
  34




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description*Exhibit 3.1
    
    Certificate of Limited Partnership of Williams Partners L.P. (attached as Exhibit
3.1 to Williams Partners L.P.s registration statement on Form S-1 (File No.
333-124517) filed with the SEC on May 2, 2005).*Exhibit 3.2
    
    Certificate of Formation of Williams Partners GP LLC (attached as Exhibit 3.3 to
Williams Partners L.P.s registration statement on Form S-1 (File No. 333-124517)
filed with the SEC on May 2, 2005).+Exhibit 3.3
    
    Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
(including form of common unit certificate), as amended by Amendments Nos. 1, 2,
3, 4 and 5.*Exhibit 3.4
    
    Amended and Restated Limited Liability Company Agreement of Williams Partners GP
LLC (attached as Exhibit 3.2 to Williams Partners L.P.s current report on Form
8-K (File No. 001-32599) filed with the SEC on August 26, 2005).*#Exhibit 10.1
    
    Director Compensation Policy dated November 29, 2005, as revised January 26, 2009
(attached as Exhibit 10.8 to Williams Partners L.P.s annual report on Form 10-K
(File No. 001-32599) filed with the SEC on February 26, 2009).*Exhibit 10.2
    
    Amendment No. 1 to Omnibus Agreement among Williams Partners L.P., Williams Energy
Services, LLC, Williams Energy, L.L.C., Williams Partners Holdings LLC, Williams
Discovery Pipeline LLC, Williams Partners GP LLC, Williams Partners Operating LLC
and (for purposes of Articles V and VI thereof only) The Williams Companies, Inc.
(attached as Exhibit 10.1 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599) filed with the SEC on August 20, 2009).+Exhibit 31.1
    
    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.+Exhibit 31.2
    
    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.+Exhibit 32
    
    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.
 
 *
    
    Each such exhibit has heretofore been filed with the SEC as part of the filing indicated and
is incorporated herein by reference.+
    
    Filed herewith.#
    
    Management contract or compensatory plan or arrangement. 35