##### 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 1934
 For the quarterly period ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-32599
 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)
 (918) 573-2000
 NO CHANGE
 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 and Nine Months Ended September 30, 2009 and 2008
    
    
    5Consolidated Balance Sheets  September 30, 2009 and December 31, 2008
    
    
    6Consolidated Statements of Cash Flows  Nine Months Ended September 30, 2009 and 2008
    
    
    7Consolidated Statement of Partners Capital from January 1, 2009 to September 30, 2009
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    40Part II. Other Information
    
    
    41Item 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    41Item 6. Exhibits
    
    
    43EX-31.1EX-31.2EX-32
  2




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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.
  
    
    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;
 3




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
    
    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
(SEC).
    4




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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 Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Product sales:Affiliate
    
    $
    48,977
    
    
    $
    92,421
    
    
    $
    112,735
    
    
    $
    264,677Third-party
    
    
    3,285
    
    
    
    6,430
    
    
    
    10,754
    
    
    
    20,392Gathering and processing:Affiliate
    
    
    10,990
    
    
    
    9,480
    
    
    
    32,426
    
    
    
    28,117Third-party
    
    
    48,425
    
    
    
    50,721
    
    
    
    140,142
    
    
    
    146,479Storage
    
    
    8,531
    
    
    
    8,264
    
    
    
    24,993
    
    
    
    22,699Fractionation
    
    
    2,396
    
    
    
    5,484
    
    
    
    7,572
    
    
    
    13,580Other
    
    
    2,549
    
    
    
    2,913
    
    
    
    8,326
    
    
    
    8,376Total revenues
    
    
    125,153
    
    
    
    175,713
    
    
    
    336,948
    
    
    
    504,320Costs and expenses:Product cost and shrink replacement:Affiliate
    
    
    9,066
    
    
    
    22,358
    
    
    
    25,378
    
    
    
    72,077Third-party
    
    
    20,937
    
    
    
    35,391
    
    
    
    45,325
    
    
    
    103,779Operating and maintenance expense (excluding
depreciation):Affiliate
    
    
    10,352
    
    
    
    21,220
    
    
    
    32,726
    
    
    
    60,901Third-party
    
    
    27,232
    
    
    
    29,257
    
    
    
    87,145
    
    
    
    83,192Depreciation, amortization and accretion
    
    
    11,288
    
    
    
    11,735
    
    
    
    33,636
    
    
    
    33,963General and administrative expense:Affiliate
    
    
    11,551
    
    
    
    10,620
    
    
    
    35,017
    
    
    
    32,881Third-party
    
    
    646
    
    
    
    664
    
    
    
    2,182
    
    
    
    2,341Taxes other than income
    
    
    2,586
    
    
    
    2,314
    
    
    
    7,347
    
    
    
    6,986Other income
    
    
    (5,019
    )
    
    
    (5,822
    )
    
    
    (3,358
    )
    
    
    (8,300
    )Total costs and expenses
    
    
    88,639
    
    
    
    127,737
    
    
    
    265,398
    
    
    
    387,820Operating income
    
    
    36,514
    
    
    
    47,976
    
    
    
    71,550
    
    
    
    116,500Equity earnings-Wamsutter
    
    
    23,642
    
    
    
    20,801
    
    
    
    57,938
    
    
    
    79,475Discovery investment income
    
    
    11,058
    
    
    
    8,244
    
    
    
    16,021
    
    
    
    30,435Interest expense
    
    
    (15,281
    )
    
    
    (16,437
    )
    
    
    (45,597
    )
    
    
    (50,793
    )Interest income
    
    
    14
    
    
    
    249
    
    
    
    75
    
    
    
    667Net income
    
    $
    55,947
    
    
    $
    60,833
    
    
    $
    99,987
    
    
    $
    176,284Allocation of net income:Net income
    
    $
    55,947
    
    
    $
    60,833
    
    
    $
    99,987
    
    
    $
    176,284Allocation of net income to general partner
    
    
    921
    
    
    
    7,985
    (a)
    
    
    412
    
    
    
    21,777
    (a)Allocation of net income to limited partners
    
    $
    55,026
    
    
    $
    52,848
    (a)
    
    $
    99,575
    
    
    $
    154,507
    (a)Basic and diluted net income per limited partner common unit
    
    $
    1.04
    
    
    $
    1.00
    (a)
    
    $
    1.88
    
    
    $
    2.92
    (a)Weighted average number of common units outstanding
    
    
    52,777,452
    
    
    
    52,775,912
    
    
    
    52,777,452
    
    
    
    52,775,126
 
 (a)
    
    Retrospectively adjusted as discussed in Note 2.  5




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WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    101,859
    
    
    $
    116,165Accounts receivable:Trade
    
    
    16,364
    
    
    
    16,279Affiliate
    
    
    20,349
    
    
    
    11,652Other
    
    
    1,142
    
    
    
    2,919Product imbalance
    
    
    3,458
    
    
    
    6,344Prepaid expense
    
    
    7,602
    
    
    
    4,102Other current assets
    
    
    3,060
    
    
    
    3,642Total current assets
    
    
    153,834
    
    
    
    161,103Investment in Wamsutter
    
    
    275,471
    
    
    
    277,707Investment in Discovery Producer Services
    
    
    193,147
    
    
    
    184,466Gross property, plant and equipment
    
    
    1,287,209
    
    
    
    1,265,153Less accumulated depreciation
    
    
    (652,012
    )
    
    
    (624,633
    )Property, plant and equipment, net
    
    
    635,197
    
    
    
    640,520Other noncurrent assets
    
    
    25,493
    
    
    
    28,023Total assets
    
    $
    1,283,142
    
    
    $
    1,291,819LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    19,974
    
    
    $
    22,348Affiliate
    
    
    12,520
    
    
    
    11,122Product imbalance
    
    
    6,876
    
    
    
    8,926Deferred revenue
    
    
    9,190
    
    
    
    4,916Accrued interest
    
    
    10,580
    
    
    
    18,705Other accrued liabilities
    
    
    9,580
    
    
    
    6,172Total current liabilities
    
    
    68,720
    
    
    
    72,189Long-term debt
    
    
    1,000,000
    
    
    
    1,000,000Environmental remediation liabilities
    
    
    1,874
    
    
    
    2,321Other noncurrent liabilities
    
    
    14,488
    
    
    
    13,699Commitments and contingent liabilities (Note 9 )Partners capital
    
    
    198,060
    
    
    
    203,610Total liabilities and partners capital
    
    $
    1,283,142
    
    
    $
    1,291,819
  6




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WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine Months EndedSeptember 30,2009
    
    
    2008(In thousands)OPERATING ACTIVITIES:Net income
    
    $
    99,987
    
    
    $
    176,284Adjustments to reconcile to cash provided by operating activities:Depreciation, amortization and accretion
    
    
    33,636
    
    
    
    33,963Gain on involuntary conversion
    
    
    (4,034
    )
    
    
    (9,276
    )Equity earnings of Wamsutter
    
    
    (57,938
    )
    
    
    (79,475
    )Equity earnings of Discovery Producer Services
    
    
    (11,834
    )
    
    
    (30,435
    )Distributions related to equity earnings of Wamsutter
    
    
    57,938
    
    
    
    78,296Distributions related to equity earnings of Discovery Producer Services
    
    
    11,834
    
    
    
    30,435Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    (7,005
    )
    
    
    (24,871
    )Prepaid expense
    
    
    (3,500
    )
    
    
    (1,079
    )Other current assets
    
    
    1,150
    
    
    
    9,504Accounts payable
    
    
    (976
    )
    
    
    (11,878
    )Product imbalance
    
    
    836
    
    
    
    (1,173
    )Deferred revenue
    
    
    4,040
    
    
    
    5,544Accrued liabilities
    
    
    (5,266
    )
    
    
    (8,544
    )Other, including changes in noncurrent assets and liabilities
    
    
    2,216
    
    
    
    2,539Net cash provided by operating activities
    
    
    121,084
    
    
    
    169,834INVESTING ACTIVITIES:Capital expenditures
    
    
    (28,087
    )
    
    
    (37,694
    )Cumulative distributions in excess of equity earnings of Discovery Producer Services
    
    
    2,806
    
    
    
    15,165Cumulative distributions in excess of equity earnings of Wamsutter
    
    
    3,384
    
    
    
    Insurance proceeds
    
    
    5,000
    
    
    
    7,718Insurance proceeds related to affiliate accounts receivable
    
    
    
    
    
    
    4,483Proceeds from sale of property, plant and equipment
    
    
    162
    
    
    
    Contributions to Wamsutter
    
    
    (958
    )
    
    
    (2,059
    )Contributions to Discovery Producer Services
    
    
    (11,486
    )
    
    
    (437
    )Net cash used by investing activities
    
    
    (29,179
    )
    
    
    (12,824
    )FINANCING ACTIVITIES:Distributions to unitholders and general partner
    
    
    (110,011
    )
    
    
    (113,765
    )Proceeds from sale of common units
    
    
    
    
    
    
    28,992Redemption of common units from general partner
    
    
    
    
    
    
    (28,992
    )Contributions per omnibus agreement
    
    
    3,800
    
    
    
    2,328Other
    
    
    
    
    
    
    76Net cash used by financing activities
    
    
    (106,211
    )
    
    
    (111,361
    )Increase (decrease) in cash and cash equivalents
    
    
    (14,306
    )
    
    
    45,649Cash and cash equivalents at beginning of period
    
    
    116,165
    
    
    
    36,197Cash and cash equivalents at end of period
    
    $
    101,859
    
    
    $
    81,846
  7




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##### Table of Contents



WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 (In thousands)
 (Unaudited)
 Accumulated Other
    
    
    TotalGeneral
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Partner
    
    
    Income
    
    
    CapitalBalance  January 1, 2009
    
    $
    1,619,954
    
    
    $
    (1,416,344
    )
    
    $
    
    
    
    $
    203,610Net income
    
    
    92,303
    
    
    
    7,684
    
    
    
    
    
    
    
    99,987Other comprehensive income:Net unrealized gains on cash flow hedges
    
    
    
    
    
    
    
    
    
    
    469
    
    
    
    469Net unrealized gains on cash flow hedges  Wamsutter
    
    
    
    
    
    
    
    
    
    
    214
    
    
    
    214Reclassification of gains into earnings
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    (5
    )Reclassification of gains into earnings  Wamsutter
    
    
    
    
    
    
    
    
    
    
    (23
    )
    
    
    (23
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    655Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,642Cash distributions
    
    
    (100,539
    )
    
    
    (9,472
    )
    
    
    
    
    
    
    (110,011
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    3,800
    
    
    
    
    
    
    
    3,800Other
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    19Balance  September 30, 2009
    
    $
    1,611,737
    
    
    $
    (1,414,332
    )
    
    $
    655
    
    
    $
    198,060
  8




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##### Table of Contents



WILLIAMS PARTNERS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1. Organization and Basis of Presentation
     Note 2. Recent Accounting Standards
   9




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Note 3. Allocation of Net Income and Distributions
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Allocation to general partner:Net income
    
    $
    55,947
    
    
    $
    60,833
    
    
    $
    99,987
    
    
    $
    176,284Reimbursable general and administrative costs charged
directly to general partner
    
    
    201
    
    
    
    514
    
    
    
    1,619
    
    
    
    1,310Income subject to 2% allocation of general partner interest
    
    
    56,148
    
    
    
    61,347
    
    
    
    101,606
    
    
    
    177,594General partners share of net income
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    2.0
    %General partners allocated share of net income before
items directly allocable to general partner interest
    
    
    1,122
    
    
    
    1,227
    
    
    
    2,031
    
    
    
    3,552Incentive distributions paid to general partner*
    
    
    
    
    
    
    6,765
    
    
    
    7,272
    
    
    
    16,495Direct charges to general partner
    
    
    (201
    )
    
    
    (514
    )
    
    
    (1,619
    )
    
    
    (1,310
    )Net income allocated to general partner*
    
    $
    921
    
    
    $
    7,478
    
    
    $
    7,684
    
    
    $
    18,737Net income
    
    $
    55,947
    
    
    $
    60,833
    
    
    $
    99,987
    
    
    $
    176,284Net income allocated to general partner*
    
    
    921
    
    
    
    7,478
    
    
    
    7,684
    
    
    
    18,737Net income allocated to limited partners
    
    $
    55,026
    
    
    $
    53,355
    
    
    $
    92,303
    
    
    $
    157,547
 
 *
    
    In the calculation of basic and diluted net income per limited partner unit, 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. In April 2009, The Williams
Companies, Inc. (Williams) waived the IDRs related to 2009 distribution periods. The IDRs paid
in February 2009 relate to the fourth-quarter 2008 distribution.   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
    
    
    $
    5,498
    
    
    $
    37,9218/14/2008
    
    $
    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
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,1978/14/2009
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,19711/13/2009 (a)
    
    $
    0.6350
    
    
    $
    33,513
    
    
    
    
    
    
    $
    684
    
    
    $
    
    
    
    $
    34,197
 
 (a)
    
    The board of directors of our general partner declared this cash distribution on October 27,
2009 to be paid on November 13, 2009 to unitholders of record at the close of business on
November 6, 2009. 10




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Note 4. Related Party Transactions
  Note 5. Equity Investments
 Wamsutter
   September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Current assets
    
    $
    22,686
    
    
    $
    17,147Property, plant and equipment, net
    
    
    390,443
    
    
    
    318,072Non-current assets
    
    
    820
    
    
    
    468Current liabilities
    
    
    (24,835
    )
    
    
    (16,960
    )Non-current liabilities
    
    
    (4,524
    )
    
    
    (4,353
    )Members capital
    
    $
    384,590
    
    
    $
    314,374
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Unaudited)Revenues:Product sales:Affiliate
    
    $
    29,666
    
    
    $
    31,152
    
    
    $
    66,255
    
    
    $
    117,070Third-party
    
    
    1,993
    
    
    
    7,612
    
    
    
    10,542
    
    
    
    21,498Gathering and processing services
    
    
    19,758
    
    
    
    17,150
    
    
    
    59,806
    
    
    
    50,495Other revenues
    
    
    935
    
    
    
    1,906
    
    
    
    4,157
    
    
    
    6,604Costs and expenses excluding depreciation and accretion:Affiliate
    
    
    9,487
    
    
    
    11,031
    
    
    
    33,108
    
    
    
    61,510Third-party
    
    
    13,539
    
    
    
    9,487
    
    
    
    33,027
    
    
    
    27,740Depreciation and accretion
    
    
    5,684
    
    
    
    5,295
    
    
    
    16,687
    
    
    
    15,736Net income
    
    $
    23,642
    
    
    $
    32,007
    
    
    $
    57,938
    
    
    $
    90,681Williams Partners interest  equity earnings
    
    $
    23,642
    
    
    $
    20,801
    
    
    $
    57,938
    
    
    $
    79,475
 11




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##### Table of Contents



Discovery Producer Services LLC
  September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Current assets
    
    $
    53,467
    
    
    $
    50,978Non-current restricted cash and cash equivalents
    
    
    
    
    
    
    3,470Property, plant and equipment, net
    
    
    367,448
    
    
    
    370,482Current liabilities
    
    
    (25,409
    )
    
    
    (45,234
    )Non-current liabilities
    
    
    (22,924
    )
    
    
    (19,771
    )Members capital
    
    $
    372,582
    
    
    $
    359,925
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Unaudited)Revenues:Affiliate
    
    $
    36,030
    
    
    $
    53,037
    
    
    $
    75,121
    
    
    $
    202,954Third-party
    
    
    14,016
    
    
    
    8,243
    
    
    
    33,646
    
    
    
    28,365Costs and expenses:Affiliate
    
    
    8,675
    
    
    
    17,249
    
    
    
    27,559
    
    
    
    87,717Third-party
    
    
    22,946
    
    
    
    30,224
    
    
    
    61,343
    
    
    
    93,403Interest income
    
    
    (5
    )
    
    
    (143
    )
    
    
    (27
    )
    
    
    (593
    )Other expense
    
    
    
    
    
    
    208
    
    
    
    168
    
    
    
    67Net income
    
    $
    18,430
    
    
    $
    13,742
    
    
    $
    19,724
    
    
    $
    50,725Discovery investment income:Williams Partners interest  equity earnings
    
    $
    11,058
    
    
    $
    8,244
    
    
    $
    11,834
    
    
    $
    30,435Business interruption insurance proceeds
    
    
    
    
    
    
    
    
    
    
    4,187
    
    
    
    Discovery investment income
    
    $
    11,058
    
    
    $
    8,244
    
    
    $
    16,021
    
    
    $
    30,435
  Note 6. Long-Term Debt and Credit Facilities
 Long-Term Debt
  Interest
    
    
    September 30,
    
    
    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)
    
    1.25% at September 30, 2009. Credit Facilities
  12




---



##### Table of Contents




    
    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
September 30, 2009, our ratio of consolidated indebtedness to consolidated EBITDA, as
calculated under this covenant, of approximately 3.92 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 September 30, 2009, our ratio of consolidated EBITDA to
consolidated interest expense, as calculated under this covenant, of approximately 4.24 is
in compliance with this covenant.
   Note 7. Financial Instruments and Fair Value Measurements
 Financial Instruments
  Cash and cash equivalents.
 Long-term debt.
 Energy derivatives.
 13




---



##### Table of Contents



Carrying amounts and fair values of our financial instruments
 September 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairAsset (Liability)
    
    Amount
    
    Value
    
    Amount
    
    Value(In thousands)Cash and cash equivalents
    
    $
    101,859
    
    
    $
    101,859
    
    
    $
    116,165
    
    
    $
    116,165Long-term debt
    
    
    (1,000,000
    )
    
    
    (993,987
    )
    
    
    (1,000,000
    )
    
    
    (825,289
    )Energy derivative assets
    
    
    566
    
    
    
    566
    
    
    
    
    
    
    
    Energy derivative liabilities
    
    
    (103
    )
    
    
    (103
    )
    
    
    
    
    
    
    
 Fair Value Measurements
   
    
    Level 1  Quoted prices in active markets for identical assets or liabilities that we
have the ability to access. Active markets are those in which transactions for the asset or
liability occur in sufficient frequency and volume to provide pricing information on an
ongoing basis.
 
    
    Level 2  Inputs are other than quoted prices in active markets included in Level 1, that
are either directly or indirectly observable. These inputs are either directly observable in
the marketplace or indirectly observable through corroboration with market data for
substantially the full contractual term of the asset or liability being measured.
 
    
    Level 3  Includes inputs that are not observable for which there is little, if any,
market activity for the asset or liability being measured. These inputs reflect managements
best estimate of the assumptions market participants would use in determining fair value.
Our Level 3 consists of instruments valued with valuation methods that utilize unobservable
pricing inputs that are significant to the overall fair value.
   14




---



##### Table of Contents



Fair Value Measurements Using:
 September 30, 2009Level 1
    
    Level 2
    
    Level 3
    
    Total(In thousands)Assets:Energy derivatives
    
    $
    

    
    $
    536

    
    $
    30

    
    $
    566Liabilities:Energy derivatives
    
    $
    

    
    $
    8

    
    $
    95

    
    $
    103
      Level 3 Fair Value Measurements Using Significant Unobservable Inputs
Three and Nine Months Ended September 30, 2009 and 2008
(In thousands)
 Net Derivative Asset (Liability)Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Beginning balance
    
    $
    (3
    )
    
    $
    (11,978
    )
    
    $
    
    
    
    $
    (2,487
    )Realized and unrealized gains (losses):Included in net income
    
    
    121
    
    
    
    (5,095
    )
    
    
    42
    
    
    
    (6,711
    )Included in other comprehensive income
    
    
    (141
    )
    
    
    15,253
    
    
    
    (65
    )
    
    
    6,139Purchases, issuances, and settlements
    
    
    (42
    )
    
    
    5,458
    
    
    
    (42
    )
    
    
    6,697Transfers in/(out) of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    (65
    )
    
    $
    3,638
    
    
    $
    (65
    )
    
    $
    3,638Unrealized gains (losses) included in
net income relating to instruments still
held at September 30
    
    $
    
    
    
    $
    164
    
    
    $
    
    
    
    $
    (14
    )
  Note 8. Energy Commodity Derivatives
 Risk Management Activities
   15




---



##### Table of Contents



Volumes
  Period
    
    VolumesDesignated as hedging instruments:NGL sales  ethane (million gallons)
    
    OctoberDecember 2009
    
    
    11.3NGL sales  normal butane (million gallons)
    
    OctoberDecember 2009
    
    
    1.6NGL sales  isobutane (million gallons)
    
    OctoberDecember 2009
    
    
    1.0NGL sales  natural gasoline (million gallons)
    
    OctoberDecember 2009
    
    
    1.0Natural gas purchases (million British thermal units per day)
    
    OctoberDecember 2009
    
    
    7,000Natural gas purchases (million British thermal units per day)
    
    NovemberDecember 2009
    
    
    5,000
 Financial Statement Presentation
   Three months
    
    Nine monthsended
    
    endedSeptember 30,
    
    September 30,2009
    
    2009
    
    Classification(In thousands)Net gain recognized in other comprehensive income (effective portion)
    
    $
    393
    
    
    $
    469
    
    
    AOCINet gain reclassified from accumulated other comprehensive income into
income (effective portion)
    
    $
    5
    
    
    $
    5
    
    
    RevenuesGain recognized in income (ineffective portion)
    
    $
    
    
    
    $
    Other unrealized gain included in income
    
    $
    
    
    
    $
    
  Credit-Risk-Related Features
  16




---



##### Table of Contents



Note 9. Commitments and Contingencies
 Environmental Matters-Four Corners.
    Environmental Matters-Conway.
  Will Price.
 Grynberg.
 17




---



##### Table of Contents



GEII Litigation.
 Other.
 Summary.
 18




---



##### Table of Contents



Note 10. Segment Disclosures
  Gathering &Gathering &
    
    
    Processing -
    
    
    NGLProcessing - West
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)Three Months Ended September 30, 2009:Segment revenues
    
    $
    109,843
    
    
    $
    350
    
    
    $
    14,960
    
    
    $
    125,153Costs and expenses:Product cost and shrink replacement
    
    
    28,059
    
    
    
    
    
    
    
    1,944
    
    
    
    30,003Operating and maintenance expense
    
    
    32,189
    
    
    
    124
    
    
    
    5,271
    
    
    
    37,584Depreciation, amortization and accretion
    
    
    10,375
    
    
    
    33
    
    
    
    880
    
    
    
    11,288Direct general and administrative expense
    
    
    2,348
    
    
    
    
    
    
    
    860
    
    
    
    3,208Other, net
    
    
    (2,968
    )
    
    
    326
    
    
    
    209
    
    
    
    (2,433
    )Segment operating income (loss)
    
    
    39,840
    
    
    
    (133
    )
    
    
    5,796
    
    
    
    45,503Investment income
    
    
    23,642
    
    
    
    11,058
    
    
    
    
    
    
    
    34,700Segment profit
    
    $
    63,482
    
    
    $
    10,925
    
    
    $
    5,796
    
    
    $
    80,203Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,503General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,459
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (530
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    36,514Three Months Ended September 30, 2008:Segment revenues
    
    $
    155,217
    
    
    $
    537
    
    
    $
    19,959
    
    
    $
    175,713Costs and expenses:Product cost and shrink replacement
    
    
    53,902
    
    
    
    
    
    
    
    3,847
    
    
    
    57,749Operating and maintenance expense
    
    
    42,129
    
    
    
    148
    
    
    
    8,200
    
    
    
    50,477Depreciation, amortization and accretion
    
    
    10,811
    
    
    
    153
    
    
    
    771
    
    
    
    11,735Direct general and administrative expense
    
    
    2,188
    
    
    
    
    
    
    
    631
    
    
    
    2,819Other, net
    
    
    (3,703
    )
    
    
    
    
    
    
    195
    
    
    
    (3,508
    )Segment operating income
    
    
    49,890
    
    
    
    236
    
    
    
    6,315
    
    
    
    56,441Investment income
    
    
    20,801
    
    
    
    8,244
    
    
    
    
    
    
    
    29,045Segment profit
    
    $
    70,691
    
    
    $
    8,480
    
    
    $
    6,315
    
    
    $
    85,486Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    56,441General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,908
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (557
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,976
 19




---



##### Table of Contents



Gathering &Gathering &
    
    
    Processing -
    
    
    NGLProcessing - West
    
    
    Gulf
    
    
    Services
    
    
    Total(In thousands)Nine Months Ended September 30, 2009:Segment revenues
    
    $
    292,285
    
    
    $
    1,295
    
    
    $
    43,368
    
    
    $
    336,948Costs and expenses:Product cost and shrink replacement
    
    
    65,574
    
    
    
    
    
    
    
    5,129
    
    
    
    70,703Operating and maintenance expense
    
    
    101,166
    
    
    
    1,274
    
    
    
    17,431
    
    
    
    119,871Depreciation, amortization and accretion
    
    
    30,997
    
    
    
    125
    
    
    
    2,514
    
    
    
    33,636Direct general and administrative expense
    
    
    6,809
    
    
    
    
    
    
    
    2,380
    
    
    
    9,189Other, net
    
    
    3,035
    
    
    
    326
    
    
    
    628
    
    
    
    3,989Segment operating income (loss)
    
    
    84,704
    
    
    
    (430
    )
    
    
    15,286
    
    
    
    99,560Investment income
    
    
    57,938
    
    
    
    16,021
    
    
    
    
    
    
    
    73,959Segment profit
    
    $
    142,642
    
    
    $
    15,591
    
    
    $
    15,286
    
    
    $
    173,519Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    99,560General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,276
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,734
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    71,550Nine Months Ended September 30, 2008:Segment revenues
    
    $
    446,113
    
    
    $
    1,650
    
    
    $
    56,557
    
    
    $
    504,320Costs and expenses:Product cost and shrink replacement
    
    
    162,492
    
    
    
    
    
    
    
    13,364
    
    
    
    175,856Operating and maintenance expense
    
    
    119,699
    
    
    
    1,191
    
    
    
    23,203
    
    
    
    144,093Depreciation, amortization and accretion
    
    
    31,246
    
    
    
    457
    
    
    
    2,260
    
    
    
    33,963Direct general and administrative expense
    
    
    6,176
    
    
    
    
    
    
    
    1,875
    
    
    
    8,051Other, net
    
    
    (1,899
    )
    
    
    
    
    
    
    585
    
    
    
    (1,314
    )Segment operating income
    
    
    128,399
    
    
    
    2
    
    
    
    15,270
    
    
    
    143,671Investment income
    
    
    79,475
    
    
    
    30,435
    
    
    
    
    
    
    
    109,910Segment profit
    
    $
    207,874
    
    
    $
    30,437
    
    
    $
    15,270
    
    
    $
    253,581Reconciliation to the Consolidated Statements of Income:Segment operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    143,671General and administrative expenses:Allocated-affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,416
    )Third party-direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,755
    )Combined operating income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    116,500
 20




---



##### 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) 68% 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
    21




---



##### Table of Contents



Results of Operations
 Consolidated Overview
  Three months ended
    
    
    
    
    
    
    Nine months endedSeptember 30,
    
    
    % Change from
    
    
    September 30,
    
    
    % Change from2009
    
    
    2008
    
    
    2008(1)
    
    
    2009
    
    
    2008
    
    
    2008(1)(Thousands)
    
    
    
    
    
    
    (Thousands)Financial Results:Revenues
    
    $
    125,153
    
    
    $
    175,713
    
    
    
    -29
    %
    
    $
    336,948
    
    
    $
    504,320
    
    
    
    -33
    %Costs and expenses:Product cost and shrink replacement
    
    
    30,003
    
    
    
    57,749
    
    
    
    +48
    %
    
    
    70,703
    
    
    
    175,856
    
    
    
    +60
    %Operating and maintenance expense
    
    
    37,584
    
    
    
    50,477
    
    
    
    +26
    %
    
    
    119,871
    
    
    
    144,093
    
    
    
    +17
    %Depreciation, amortization and
accretion
    
    
    11,288
    
    
    
    11,735
    
    
    
    +4
    %
    
    
    33,636
    
    
    
    33,963
    
    
    
    +1
    %General and administrative expense
    
    
    12,197
    
    
    
    11,284
    
    
    
    -8
    %
    
    
    37,199
    
    
    
    35,222
    
    
    
    -6
    %Taxes other than income
    
    
    2,586
    
    
    
    2,314
    
    
    
    -12
    %
    
    
    7,347
    
    
    
    6,986
    
    
    
    -5
    %Other income
    
    
    (5,019
    )
    
    
    (5,822
    )
    
    
    -14
    %
    
    
    (3,358
    )
    
    
    (8,300
    )
    
    
    -60
    %Total costs and expenses
    
    
    88,639
    
    
    
    127,737
    
    
    
    +31
    %
    
    
    265,398
    
    
    
    387,820
    
    
    
    +32
    %Operating income
    
    
    36,514
    
    
    
    47,976
    
    
    
    -24
    %
    
    
    71,550
    
    
    
    116,500
    
    
    
    -39
    %Equity earnings  Wamsutter
    
    
    23,642
    
    
    
    20,801
    
    
    
    +14
    %
    
    
    57,938
    
    
    
    79,475
    
    
    
    -27
    %Discovery investment income
    
    
    11,058
    
    
    
    8,244
    
    
    
    +34
    %
    
    
    16,021
    
    
    
    30,435
    
    
    
    -47
    %Interest expense
    
    
    (15,281
    )
    
    
    (16,437
    )
    
    
    +7
    %
    
    
    (45,597
    )
    
    
    (50,793
    )
    
    
    +10
    %Interest income
    
    
    14
    
    
    
    249
    
    
    
    -94
    %
    
    
    75
    
    
    
    667
    
    
    
    -89
    %Net income
    
    $
    55,947
    
    
    $
    60,833
    
    
    
    -8
    %
    
    $
    99,987
    
    
    $
    176,284
    
    
    
    -43
    %
 
 (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 September 30, 2009 vs. three months ended September 30, 2008
 Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 Other income
 Operating income
 Equity earnings from Wamsutter
 22




---



##### Table of Contents



Discovery investment income
 Interest expense
 Nine months ended September 30, 2009 vs. nine months ended September 30, 200
 Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 Other income
 Operating income
 Equity earnings from Wamsutter
 Discovery investment income
 Interest expense
 23




---



##### Table of Contents



Results of operations  Gathering and Processing  West
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands)Financial Results:Revenues
    
    $
    109,843
    
    
    $
    155,217
    
    
    $
    292,285
    
    
    $
    446,113Costs and expenses, including interest:Product cost and shrink replacement
    
    
    28,059
    
    
    
    53,902
    
    
    
    65,574
    
    
    
    162,492Operating and maintenance expense
    
    
    32,189
    
    
    
    42,129
    
    
    
    101,166
    
    
    
    119,699Depreciation, amortization and accretion
    
    
    10,375
    
    
    
    10,811
    
    
    
    30,997
    
    
    
    31,246General and administrative expense  direct
    
    
    2,348
    
    
    
    2,188
    
    
    
    6,809
    
    
    
    6,176Taxes other than income
    
    
    2,375
    
    
    
    2,119
    
    
    
    6,714
    
    
    
    6,400Other income
    
    
    (5,343
    )
    
    
    (5,822
    )
    
    
    (3,679
    )
    
    
    (8,299
    )Total costs and expenses, including interest
    
    
    70,003
    
    
    
    105,327
    
    
    
    207,581
    
    
    
    317,714Segment operating income
    
    
    39,840
    
    
    
    49,890
    
    
    
    84,704
    
    
    
    128,399Equity earnings  Wamsutter
    
    
    23,642
    
    
    
    20,801
    
    
    
    57,938
    
    
    
    79,475Segment profit
    
    $
    63,482
    
    
    $
    70,691
    
    
    $
    142,642
    
    
    $
    207,874
 Four Corners
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Operating Statistics:Gathering volumes (billion British thermal units per day (BBtu/d))
    
    
    1,377
    
    
    
    1,406
    
    
    
    1,351
    
    
    
    1,377Plant inlet natural gas volumes (BBtu/d)
    
    
    653
    
    
    
    681
    
    
    
    620
    
    
    
    636NGL equity sales (million gallons)
    
    
    44
    
    
    
    43
    
    
    
    122
    
    
    
    122NGL margin ($/gallon)
    
    $
    0.46
    
    
    $
    0.88
    
    
    $
    0.39
    
    
    $
    0.80NGL production (million gallons)
    
    
    143
    
    
    
    134
    
    
    
    389
    
    
    
    386
 Three months ended September 30, 2009 vs. three months ended September 30, 2008
 Four Corners segment operating income
 Revenues
 
    
    $30.4 million related to a 52% decrease in average NGL sales prices realized on sales of
NGLs which we received under keep-whole and percent-of-liquids processing contracts (NGL
equity sales). This decrease resulted from general decreases in market prices for these
commodities between the two periods;
    
    $12.4 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 related to general decreases in market prices and slightly
lower volumes purchased and is offset by lower associated product costs of $12.5 million
discussed below; and
    
    $3.1 million lower condensate and LNG sales from decreased average per-unit prices.
 Product cost and shrink replacement
 
    
    $12.5 million decrease from third-party producers who have us purchase their NGLs, which
was offset by the corresponding decrease in product sales discussed above;
 24




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##### Table of Contents




    
    $11.0 million decrease from 58% lower average natural gas prices; and
    
    $1.8 million decrease in condensate and LNG related product cost.
 Operating and maintenance expense
 Other income
 Nine months ended September 30, 2009 vs. nine months ended September 30, 2008
 Four Corners segment operating income
 Revenues
 
    
    $88.6 million related to a 56% decrease in average NGL sales prices realized on sales of
NGLs which we received under keep-whole and percent-of-liquids processing contracts (NGL
equity sales). This decrease resulted from general decreases in market prices for these
commodities between the two periods;
    
    $50.2 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 related to general decreases in market prices and lower volumes
and is offset by lower associated product costs of $50.1 million discussed below; and
    
    $14.5 million lower condensate and LNG sales resulting from decreased average per-unit
prices and lower LNG volumes.
 Product cost and shrink replacement
 
    
    $50.1 million decrease from third-party producers who have us purchase their NGLs, which
was offset by the corresponding decrease in product sales discussed above;
    
    $35.9 million decrease from 62% lower average natural gas prices; and
    
    $7.9 million decrease in condensate and LNG-related product cost.
 Operating and maintenance expense
 Other income
 Outlook for the remainder of 2009
 
    
    NGL and natural gas commodity prices.NGL, crude and natural gas prices are highly
volatile. NGL price changes have historically tracked with changes in the price of crude
oil. We expect per-unit NGL margins in the fourth quarter of 2009
 25




---



##### Table of Contents



to approximate our
third-quarter per-unit NGL margins. Please see the Commodity Derivatives table below for
information about our current energy commodity derivative portfolio.
 
    
    Future demand for NGL products.Margins in our NGL business are highly dependent upon
continued demand within the global economy. NGL products are currently the preferred
feedstock for ethylene and propylene production, which are the
building blocks of polyethylene or plastics. Although forecasted domestic and global demand
for polyethylene has been impacted by the current weakness in the global economy, propylene
and ethylene production processes have increasingly shifted from the more expensive
crude-based feedstocks to NGL-based feedstocks. Bolstered by abundant long-term natural gas
supplies, we expect to benefit from these dynamics in the broader global petrochemical
markets.
    
    Gathering and plant inlet volumes.We expect that our fourth-quarter 2009 average
gathering and plant inlet volumes will approximate the third-quarter 2009 levels.
    
    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 $9.2 million, which is
significantly higher than the total-year 2008 cost of $3.5 million for our special business
licenses with the JAN. Our year-to-date September 2009 Jicarilla right-of-way expense was $6.4  million.
 Commodity Derivatives
  Volumes
    
    AveragePeriod
    
    Hedged
    
    Price/UnitDesignated as hedging instruments:NGL sales  ethane (million gallons)
    
    October  December, 2009
    
    
    11.3
    
    
    $0.513/gallonNGL sales  normal butane (million gallons)
    
    October  December, 2009
    
    
    1.6
    
    
    $1.175 gallonNGL sales  isobutane (million gallons)
    
    October  December, 2009
    
    
    1.0
    
    
    $1.190/gallonNGL sales  natural gasoline (million gallons)
    
    October  December, 2009
    
    
    1.0
    
    
    $1.404/gallonNatural gas purchases (million British thermal units per day (MMBtu/d))
    
    October  December, 2009
    
    
    7,000
    
    
    $3.677/MMBtuNatural gas purchases (million British thermal units per day (MMBtu/d))
    
    November  December, 2009
    
    
    5,000
    
    
    $4.655/MMBtu
  Wamsutter
  26




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands)Financial Results:Revenues
    
    $
    52,352
    
    
    $
    57,820
    
    
    $
    140,760
    
    
    $
    195,667Costs and expenses, including interest:Product cost and shrink replacement
    
    
    15,655
    
    
    
    15,536
    
    
    
    37,993
    
    
    
    67,992Operating and maintenance expense
    
    
    3,096
    
    
    
    1,357
    
    
    
    15,459
    
    
    
    10,408Depreciation and accretion
    
    
    5,684
    
    
    
    5,295
    
    
    
    16,687
    
    
    
    15,736General and administrative expense
    
    
    3,848
    
    
    
    3,198
    
    
    
    11,246
    
    
    
    10,037Taxes other than income
    
    
    505
    
    
    
    501
    
    
    
    1,524
    
    
    
    1,404Other income
    
    
    (78
    )
    
    
    (74
    )
    
    
    (87
    )
    
    
    (591
    )Total costs and expenses
    
    
    28,710
    
    
    
    25,813
    
    
    
    82,822
    
    
    
    104,986Net income
    
    $
    23,642
    
    
    $
    32,007
    
    
    $
    57,938
    
    
    $
    90,681Williams Partners interest  equity
earnings per our Consolidated
Statements of Income
    
    $
    23,642
    
    
    $
    20,801
    
    
    $
    57,938
    
    
    $
    79,475
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Operating Statistics:Gathering volumes (BBtu/d)
    
    
    543
    
    
    
    506
    
    
    
    541
    
    
    
    487Plant inlet natural gas volumes (BBtu/d)
    
    
    412
    
    
    
    393
    
    
    
    423
    
    
    
    408NGL equity sales (million gallons)
    
    
    37
    
    
    
    30
    
    
    
    108
    
    
    
    107NGL margin ($/gallon)
    
    $
    0.43
    
    
    $
    0.77
    
    
    $
    0.36
    
    
    $
    0.65NGL production (million gallons)
    
    
    114
    
    
    
    97
    
    
    
    328
    
    
    
    317
 Three months ended September 30, 2009 vs. three months ended September 30, 200
 Wamsutters net income
 Revenues
   Product cost and shrink replacement
 Operating and maintenance expense
 Nine months ended September 30, 2009 vs. nine months ended September 30, 200
 Wamsutters net income
 27




---



##### Table of Contents



Revenues
  
    
    $70.9 million related to a 53% 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.
    
    $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
 
    
    $39.7 million decrease from 61% lower average natural gas prices; and
    
    $1.9 million decrease from 3% lower volumetric shrink requirements due to lower volumes
processed under Wamsutters keep-whole processing contracts.
  Operating and maintenance expense
 Outlook for the remainder of 2009
 
    
    NGL margins.NGL, crude and natural gas prices are highly volatile. NGL price changes
have historically tracked with changes in the price of crude oil. Wamsutter expects fourth-quarter 2009 average per-unit NGL margins to approximate its third-quarter average per-unit
NGL margins. Please see the Commodity Derivatives table below for information about
Wamsutters current energy commodity derivative portfolio.
    
    Future demand for NGL products.Margins in Wamsutters NGL business are highly dependent
upon continued demand within the global economy. NGL products are currently the preferred
feedstock for ethylene and propylene production, which are the building blocks of
polyethylene or plastics. Although forecasted domestic and global demand for polyethylene
has been impacted by the current weakness in the global economy, propylene and ethylene
production processes have increasingly shifted from the more expensive crude-based feedstocks
to NGL-based feedstocks. Bolstered by abundant long-term natural gas supplies, Wamsutter
expects to benefit from these dynamics in the broader global petrochemical markets.
    
    Gathering and plant inlet volumes.Wamsutter expects average gathering and plant inlet volumes for the
fourth quarter of 2009 will be slightly higher than the third-quarter 2009 levels.
 28




---



##### Table of Contents



Commodity Derivatives
  Volumes
    
    AveragePeriod
    
    Hedged
    
    Price/UnitDesignated as hedging instruments:NGL sales  ethane (million gallons)
    
    October  December, 2009
    
    
    7.4
    
    
    $
    0.480Natural gas purchases (million British thermal units per day (MMBtu/d))
    
    October  December, 2009
    
    
    5,000
    
    
    $
    3.480
  Results of Operations  Gathering and Processing  Gulf
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands)Financial Results:Segment revenues
    
    $
    350
    
    
    $
    537
    
    
    $
    1,295
    
    
    $
    1,650Costs and expenses:Operating and maintenance expense
    
    
    124
    
    
    
    148
    
    
    
    1,274
    
    
    
    1,191Depreciation
    
    
    33
    
    
    
    153
    
    
    
    125
    
    
    
    457Other expense, net
    
    
    326
    
    
    
    
    
    
    
    326
    
    
    
    Total costs and expenses
    
    
    483
    
    
    
    301
    
    
    
    1,725
    
    
    
    1,648Segment operating income (loss)
    
    
    (133
    )
    
    
    236
    
    
    
    (430
    )
    
    
    2Discovery investment income
    
    
    11,058
    
    
    
    8,244
    
    
    
    16,021
    
    
    
    30,435Segment profit
    
    $
    10,925
    
    
    $
    8,480
    
    
    $
    15,591
    
    
    $
    30,437
 Carbonate Trend
 Segment operating income (loss)
 29




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##### Table of Contents



Discovery Producer Services  100%
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands)Financial Results:Revenues
    
    $
    50,046
    
    
    $
    61,280
    
    
    $
    108,767
    
    
    $
    231,319Costs and expenses, including interest:Product cost and shrink replacement
    
    
    21,729
    
    
    
    35,491
    
    
    
    50,050
    
    
    
    139,090Operating and maintenance expense
    
    
    3,000
    
    
    
    8,079
    
    
    
    18,050
    
    
    
    23,498Depreciation and accretion
    
    
    5,005
    
    
    
    3,726
    
    
    
    13,699
    
    
    
    17,511General and administrative expense
    
    
    1,500
    
    
    
    (125
    )
    
    
    4,500
    
    
    
    3,375Interest income
    
    
    (5
    )
    
    
    (143
    )
    
    
    (27
    )
    
    
    (593
    )Other (income) expense, net
    
    
    387
    
    
    
    510
    
    
    
    2,771
    
    
    
    (2,287
    )Total costs and expenses, including interest
    
    
    31,616
    
    
    
    47,538
    
    
    
    89,043
    
    
    
    180,594Net income
    
    $
    18,430
    
    
    $
    13,742
    
    
    $
    19,724
    
    
    $
    50,725Williams Partners interest  equity earnings
    
    $
    11,058
    
    
    $
    8,244
    
    
    $
    11,834
    
    
    $
    30,435Business interruption proceeds
    
    
    
    
    
    
    
    
    
    
    4,187
    
    
    
    Discovery investment income
    
    $
    11,058
    
    
    $
    8,244
    
    
    $
    16,021
    
    
    $
    30,435
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Operating Statistics:Plant inlet natural gas volumes (BBtu/d)
    
    
    569
    
    
    
    378
    
    
    
    455
    
    
    
    539Gross processing margin ($/MMBtu)
    
    $
    0.30
    
    
    $
    0.48
    
    
    $
    0.22
    
    
    $
    0.42NGL equity sales (million gallons)
    
    
    30
    
    
    
    21
    
    
    
    67
    
    
    
    81NGL production (million gallons)
    
    
    79
    
    
    
    43
    
    
    
    165
    
    
    
    171
 Three months ended September 30, 2009 vs. three months ended September 30, 2008
 Net income
 Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 General and administrative expense
 Nine months ended September 30, 2009 vs. nine months ended September 30, 2008
 Net income
 30




---



##### Table of Contents



Revenues
 Product cost and shrink replacement
 Operating and maintenance expense
 Depreciation and accretion
 Other (income) expense, net
 Outlook for the remainder of 2009
 
    
    Gross processing margins.NGL, crude and natural gas prices are highly volatile. NGL
price changes have historically tracked with changes in the price of crude oil. Discovery
expects the gross processing margins for the fourth quarter of 2009 to approximate its
third-quarter 2009 margins.
    
    Plant inlet volumes.Discoverys Larose gas processing plant is currently processing
approximately 590 BBtu/d from all sources and Discovery expects this volume to decrease to
approximately 540 BBtu/d through the fourth quarter of 2009 primarily due to operational
issues.
    
    Other new supplies.During the fourth quarter,
Discovery expects to begin receiving approximately 40 BBtu/d of new
gas production from the Daniel Boone and Gomez prospects.
    
    Insurance coverage.Discoverys previous property damage insurance policies expired in
June 2009. The availability of named windstorm insurance has been significantly reduced as a
result of higher industry-wide damage claims in past years. Additionally, the named
windstorm insurance that is available comes at significantly higher premium amounts, higher
deductibles and lower coverage limits. Consequently, Discovery elected to not purchase
offshore named windstorm coverage for the 2009-2010 insurance year. Despite excluding this
coverage, total property damage insurance premiums for the 2009  2010 insurance year
remained essentially unchanged from the prior year as a result of other premium increases.
Additionally, under the new policies, certain deductibles are higher and certain coverage
limits are lower than under the previous policies.
 31




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##### Table of Contents



Results of Operations  NGL Services
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands)Financial Results:Segment revenues
    
    $
    14,960
    
    
    $
    19,959
    
    
    $
    43,368
    
    
    $
    56,557Costs and expenses:Product cost
    
    
    1,944
    
    
    
    3,847
    
    
    
    5,129
    
    
    
    13,364Operating and maintenance expense
    
    
    5,271
    
    
    
    8,200
    
    
    
    17,431
    
    
    
    23,203Depreciation and accretion
    
    
    880
    
    
    
    771
    
    
    
    2,514
    
    
    
    2,260General and administrative expense  direct
    
    
    860
    
    
    
    631
    
    
    
    2,380
    
    
    
    1,875Other expense
    
    
    209
    
    
    
    195
    
    
    
    628
    
    
    
    585Total costs and expenses
    
    
    9,164
    
    
    
    13,644
    
    
    
    28,082
    
    
    
    41,287Segment profit
    
    $
    5,796
    
    
    $
    6,315
    
    
    $
    15,286
    
    
    $
    15,270Operating Statistics:Conway storage revenues
    
    $
    8,531
    
    
    $
    8,264
    
    
    $
    24,993
    
    
    $
    22,699Conway fractionation volumes (barrels per day (bpd))  our 50%
    
    
    36,916
    
    
    
    43,829
    
    
    
    38,109
    
    
    
    38,388
 Three months ended September 30, 2009 vs. three months ended September 30, 2008
 NGL Services segment profit
 Segment revenues
 
    
    Product sales decreased $1.7 million due to a 53% decrease in average price per barrel,
partially offset by higher sales volumes. The decrease in product sales revenue was offset
by the related decrease in product cost discussed below.
    
    Fractionation revenues decreased $3.1 million due primarily to a 49% decrease in average
fractionation price per barrel on lower volumes. The decrease in the average fractionation
price per barrel results from the decline in natural gas prices.
 Product cost
 Operating and maintenance expense
 Nine months ended September 30, 2009 vs. nine months ended September 30, 2008
 NGL Services segment profit
 Segment revenues
 
    
    Product sales decreased $8.1 million due to a 41% decrease in average price per barrel.
The decrease in product sales revenue was offset by the related decrease in product cost
discussed below.
    
    Fractionation revenues decreased $6.0 million due primarily to a 44% decrease in average
fractionation price per barrel. The decrease in the average fractionation price per barrel
results from the decline in natural gas prices.
    
    Other fee revenues decreased $1.4 million due primarily to a decrease in customer fees
to upgrade butane.
 32




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##### Table of Contents




    
    Storage revenues increased $2.3 million, or 10%, due primarily to higher new storage
leases and overstorage revenue.
 Product cost
 Operating and maintenance expense
 Outlook for the remainder of 2009
 
    
    Conway storage is sold out for the remainder of the 2009 season; however, incremental
revenue opportunities will be evaluated as physical inventories and facility logistics
continue to evolve.
    
    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.
 Financial Condition and Liquidity
  sources of liquidity
 
    
    Cash and cash equivalents on hand;
    
    Cash generated from operations, including cash distributions from Wamsutter and
Discovery;
    
    Insurance recoveries;
    
    Capital contributions from Williams pursuant to the omnibus agreement; and
    
    Use of credit facilities, as needed and available.
 uses of cash
 
    
    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 Wamsutters LLC agreement;
    
    Interest on our long-term debt; and
    
    Quarterly distributions to our unitholders and/or general partner.
  33




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##### Table of Contents



(in millions):
 Cash and cash equivalents
    
    $
    101.9Available 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
    
    $
    309.9
 
 (1)
    
    The original amount has been reduced by $12.0 million due to the bankruptcy of the parent
company and certain affiliates of Lehman Brothers Commercial Bank (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.  Shelf Registration
  Wamsutter Distributions
  Total Distribution
    
    
    Our ShareDate of Distribution
    
    to Members
    
    
    Class A
    
    
    Class C
    
    
    Other Class C3/30/09
    
    $
    13,500
    
    
    $
    13,500
    
    
    $
    
    
    
    $
    6/30/09
    
    
    17,500
    
    
    
    17,500
    
    
    
    
    
    
    
    9/30/09
    
    
    24,000
    
    
    
    21,625
    
    
    
    1,595
    
    
    
    780Total
    
    $
    55,000
    
    
    $
    52,625
    
    
    $
    1,595
    
    
    $
    780
  Discovery Distributions
   34




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##### Table of Contents



Total Distribution toDate of Distribution
    
    Members
    
    
    Our 60% Share(Thousands)6/30/09
    
    $
    5,900
    
    
    $
    3,5409/30/09
    
    
    18,500
    
    
    
    11,100Total
    
    $
    24,400
    
    
    $
    14,640
 Insurance Recoveries
   Omnibus Agreement with Williams
  Credit Facilities
   35




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##### Table of Contents




    
    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
September 30, 2009, our ratio of consolidated indebtedness to consolidated EBITDA, as
calculated under this covenant, of approximately 3.92 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 September 30, 2009, our ratio of consolidated EBITDA to
consolidated interest expense, as calculated under this covenant, of approximately 4.24 is
in compliance with this covenant.
     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
    
    June 9, 2009
    
    Stable
    
    BB
  36




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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 and to extend their useful lives, include certain well connection expenditures
and 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 and well connection expenditures which are not classified
as maintenance expenditures.
  Maintenance
    
    Expansion
    
    TotalThrough
    
    
    
    
    
    Through
    
    
    
    
    
    ThroughCompany
    
    Total Year Estimate
    
    September 30, 2009
    
    Total Year Estimate
    
    September 30, 2009
    
    Total Year Estimate
    
    September 30, 2009Four Corners
    
    $
    1517
    
    
    $
    13.4
    
    
    $
    56
    
    
    $
    2.1
    
    
    $
    2023
    
    
    $
    15.5Conway
    
    
    36
    
    
    
    2.7
    
    
    
    79
    
    
    
    5.9
    
    
    
    1015
    
    
    
    8.6Wamsutter  (our share)
    
    
    18-20
    
    
    
    14.3
    
    
    
    12
    
    
    
    1.0
    
    
    
    19-22
    
    
    
    15.3Discovery  (our share)
    
    
    13
    
    
    
    1.0
    
    
    
    57
    
    
    
    3.5
    
    
    
    610
    
    
    
    4.5
   37




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##### Table of Contents



Cash Distributions to Unitholders
  Results of Operations  Cash Flows
 Nine months endedSeptember 30,Williams Partners L.P.
    
    2009
    
    2008(Thousands)Net cash provided by operating activities
    
    $
    121,084
    
    
    $
    169,834Net cash used by investing activities
    
    
    (29,179
    )
    
    
    (12,824
    )Net cash used by financing activities
    
    
    (106,211
    )
    
    
    (111,361
    )
 Net cash provided by operating activities
 Net cash used by investing activities
 Net cash used by financing activities
 Nine months endedSeptember 30,Wamsutter 100 percent
    
    2009
    
    2008(Thousands)Net cash provided by operating activities
    
    $
    68,606
    
    
    $
    107,903Net cash used by investing activities
    
    
    (80,693
    )
    
    
    (33,415
    )Net cash provided (used) by financing activities
    
    
    12,087
    
    
    
    (74,488
    )
 38




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##### Table of Contents



Net cash provided by operating activities
 Net cash used by investing activities
 Net cash provided by financing activities
 Nine months endedSeptember 30,Discovery 100%
    
    2009
    
    2008(Thousands)Net cash provided (used) by operating activities
    
    $
    (5,669
    )
    
    $
    84,818Net cash used by investing activities
    
    
    (13,924
    )
    
    
    (5,715
    )Net cash used by financing activities
    
    
    (7,067
    )
    
    
    (73,672
    )
 Net cash provided (used) by operating activities
 Net cash used by investing activities
 Net cash 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. Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  39




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##### Table of Contents



Commodity Price Risk
     Interest Rate Risk
  
 Item 4. Controls and Procedures
  40




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##### Table of Contents



Evaluation of Disclosure Controls and Procedures
  Third-Quarter 2009 Changes in Internal Controls
  
 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.
    41




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##### Table of Contents



Our assets and operations can be affected by weather and other natural phenomena.
   42




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##### Table of Contents



Item 6. Exhibits
 Exhibit 3.1
    
    Certificate of Limited Partnership of Williams Partners L.P.
(filed on May 2, 2005 as Exhibit 3.1 to Williams Partners
L.P.s registration statement on Form S-1 (File No.
333-124517)) and incorporated herein by reference.Exhibit 3.2
    
    Certificate of Formation of Williams Partners GP LLC (filed
on May 2, 2005 as Exhibit 3.3 to Williams Partners L.P.s
registration statement on Form S-1 (File No. 333-124517)) and
incorporated herein by reference.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
(filed on April 30, 2009 as Exhibit 3.3 to Williams Partners
L.P.s quarterly report on Form 10-Q) (File No. 001-32599))
and incorporated herein by reference.Exhibit 3.4
    
    Amended and Restated Limited Liability Company Agreement of
Williams Partners GP LLC (filed on August 26, 2005 as Exhibit
3.2 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599)) and incorporated herein by reference.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.*
 
 *
    
    Filed herewith 43




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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 Principal Accounting Officer)  44




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    DescriptionExhibit 3.1
    
    Certificate of Limited Partnership of Williams Partners L.P. (filed on May 2,
2005 as Exhibit 3.1 to Williams Partners L.P.s registration statement on Form
S-1 (File No. 333-124517)) and incorporated herein by reference.Exhibit 3.2
    
    Certificate of Formation of Williams Partners GP LLC (filed on May 2, 2005 as
Exhibit 3.3 to Williams Partners L.P.s registration statement on Form S-1 (File
No. 333-124517)) and incorporated herein by reference.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 (filed on April 30, 2009 as Exhibit 3.3 to Williams Partners
L.P.s quarterly report on Form 10-Q) (File No. 001-32599)) and incorporated
herein by reference.Exhibit 3.4
    
    Amended and Restated Limited Liability Company Agreement of Williams Partners GP
LLC (filed on August 26, 2005 as Exhibit 3.2 to Williams Partners L.P.s current
report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.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.*
 
 *
    
    Filed herewith 45