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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 June 30, 2005
 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 CENTER TULSA, OKLAHOMA
    
    74172-0172(Address of principal executive offices)
    
    (Zip Code)
 
  
  o þ
 o þ
 o þ




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WILLIAMS PARTNERS L.P.
INDEX
 PagePart I. Financial InformationItem 1. Financial StatementsConsolidated Statements of Operations  Three and Six Months Ended June 30, 2005 and 2004
    
    
    3Consolidated Balance Sheets  June 30, 2005 and December 31, 2004
    
    
    4Consolidated Statements of Cash Flows  Six Months Ended June 30, 2005 and 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28Part II. Other InformationItem 1. Legal Proceedings
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30Base Contract for Sale & Purchase of Natural GasRule 13a-14(a)/15d-14(a) Certifications of CEORule 13a-14(a)/15d-14(a) Certifications of CFOSection 1350 Certifications of CEO & CFO
  FORWARD-LOOKING STATEMENTS
    
    
    We may not have sufficient cash from operations to enable us to pay the minimum
distribution following establishment of cash reserves and payment of fees and expenses,
including payments to our general partner.
    
    Because of the natural decline in production from existing wells, our success depends on
our ability to obtain new sources of natural gas supply, which is dependent on factors
beyond our control, including Discoverys ability to complete its Tahiti lateral expansion
project. Any decrease in supplies of natural gas could adversely affect our business and
operating results.
    
    Our processing, fractionation and storage business could be affected by any decrease in
the price of natural gas liquids or a change in the price of natural gas liquids relative
to the price of natural gas.
 1




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
    
    The revolving credit facility of The Williams Companies, Inc. (Williams) and Williams
public indentures contain financial and operating restrictions that may limit our access to
credit. In addition, our ability to obtain credit in the future will be affected by
Williams credit ratings.
    
    Our general partner and its affiliates have conflicts of interest and limited fiduciary
duties, which may permit them to favor their own interests to the detriment of our
unitholders.
    
    Even if unitholders are dissatisfied, they cannot initially remove our general partner without its consent.
    
    You may be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.
    
    Our operations are subject to operational hazards and unforeseen interruptions for which
we may or may not be adequately insured.
    
    We depend on certain key customers and producers for a significant portion of our
revenues and supply of natural gas and natural gas liquids. The loss of any of these key
customers or producers could result in a decline in our revenues and cash available to pay
distributions.
    
    If third-party pipelines and other facilities interconnected to our pipelines and
facilities become unavailable to transport natural gas and natural gas liquids or to treat
natural gas, our revenues and cash available to pay distributions could be adversely
affected.
   2




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PART
I  FINANCIAL INFORMATION
 
 Item 1. Financials Statements.
 WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Thousands)Revenues:Storage
    
    $
    4,638
    
    
    $
    3,801
    
    
    $
    9,026
    
    
    $
    6,910Fractionation
    
    
    2,307
    
    
    
    2,152
    
    
    
    4,737
    
    
    
    4,130Gathering
    
    
    766
    
    
    
    1,100
    
    
    
    1,646
    
    
    
    2,266Product sales:Affiliate
    
    
    3,679
    
    
    
    
    
    
    
    6,508
    
    
    
    Third-party
    
    
    
    
    
    
    432
    
    
    
    63
    
    
    
    1,560Other:Affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Third-party
    
    
    786
    
    
    
    1,558
    
    
    
    1,565
    
    
    
    2,102Total revenues
    
    
    12,176
    
    
    
    9,043
    
    
    
    23,545
    
    
    
    16,996Costs and expenses:Operating and maintenance expense:Affiliate
    
    
    2,693
    
    
    
    2,406
    
    
    
    5,346
    
    
    
    4,693Third-party
    
    
    99
    
    
    
    3,891
    
    
    
    3,174
    
    
    
    4,214Product cost
    
    
    3,327
    
    
    
    334
    
    
    
    6,062
    
    
    
    1,371Depreciation
    
    
    893
    
    
    
    909
    
    
    
    1,798
    
    
    
    1,778General and administrative expense:Affiliate
    
    
    851
    
    
    
    551
    
    
    
    1,538
    
    
    
    1,093Third-party
    
    
    27
    
    
    
    19
    
    
    
    46
    
    
    
    38Taxes other than income
    
    
    146
    
    
    
    179
    
    
    
    338
    
    
    
    358Total costs and expenses
    
    
    8,036
    
    
    
    8,289
    
    
    
    18,302
    
    
    
    13,545Operating income
    
    
    4,140
    
    
    
    754
    
    
    
    5,243
    
    
    
    3,451Equity
earnings  Discovery Producer Services LLC
    
    
    691
    
    
    
    1,292
    
    
    
    2,903
    
    
    
    3,274Interest expense:Affiliate
    
    
    (2,812
    )
    
    
    (3,006
    )
    
    
    (5,617
    )
    
    
    (6,116
    )Third-party
    
    
    (170
    )
    
    
    (165
    )
    
    
    (369
    )
    
    
    (165
    )Net income (loss)
    
    $
    1,849
    
    
    $
    (1,125
    )
    
    $
    2,160
    
    
    $
    444
  3




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WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)(Thousands)ASSETSCurrent assets:Accounts receivable:Trade
    
    $
    1,804
    
    
    $
    2,150Affiliate
    
    
    539
    
    
    
    Other
    
    
    1,460
    
    
    
    1,388Other current assets
    
    
    1,171
    
    
    
    749Total current assets
    
    
    4,974
    
    
    
    4,287Investment in Discovery Producer Services LLC
    
    
    139,186
    
    
    
    147,281Property, plant and equipment, net
    
    
    66,757
    
    
    
    67,793Total assets
    
    $
    210,917
    
    
    $
    219,361LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    1,374
    
    
    $
    2,480Affiliate
    
    
    1,610
    
    
    
    1,980Product imbalance
    
    
    2,768
    
    
    
    1,071Deferred revenue
    
    
    7,423
    
    
    
    3,305Accrued liabilities
    
    
    2,735
    
    
    
    3,924Total current liabilities
    
    
    15,910
    
    
    
    12,760Advances from affiliate
    
    
    183,026
    
    
    
    186,024Environmental remediation liabilities
    
    
    3,964
    
    
    
    3,909Other noncurrent liabilities
    
    
    187
    
    
    
    Commitments and contingent liabilities (Note 6)Partners capital
    
    
    7,830
    
    
    
    16,668Total liabilities and partners capital
    
    $
    210,917
    
    
    $
    219,361
  4




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WILLIAMS PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six Months EndedJune 30,2005
    
    
    2004(Thousands)OPERATING ACTIVITIES:Net income
    
    $
    2,160
    
    
    $
    444Adjustments to reconcile to cash provided by operations:Depreciation
    
    
    1,798
    
    
    
    1,778Undistributed earnings of Discovery Producer Services LLC
    
    
    (2,903
    )
    
    
    (3,274
    )Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    (265
    )
    
    
    796Other current assets
    
    
    (422
    )
    
    
    (288
    )Accounts payable
    
    
    (1,476
    )
    
    
    1,204Accrued liabilities
    
    
    (492
    )
    
    
    126Deferred revenue
    
    
    4,118
    
    
    
    6,343Other, including changes in noncurrent liabilities
    
    
    1,159
    
    
    
    (130
    )Net cash provided by operating activities
    
    
    3,677
    
    
    
    6,999INVESTING ACTIVITIES:Property, plant and equipment:Capital expenditures
    
    
    (679
    )
    
    
    (368
    )Net cash used by investing activities
    
    
    (679
    )
    
    
    (368
    )FINANCING ACTIVITIES:Changes in advances from affiliates  net
    
    
    (2,998
    )
    
    
    (6,631
    )Net cash used by financing activities
    
    
    (2,998
    )
    
    
    (6,631
    )Increase in cash and cash equivalents
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    
  5




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WILLIAMS PARTNERS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization and Basis of Presentation
   Initial Public Offering, Concurrent Transactions and Subsequent Events
  
    
    distribute $58.7 million to Williams, in part to reimburse Williams for capital
expenditures relating to the assets contributed to us and for a gas purchase contract
contributed to us;
    
    provide $24.4 million to make a capital contribution to DPS to fund an escrow account
required in connection with the Tahiti pipeline lateral expansion project;
    
    provide $12.8 million of additional working capital; and
    
    pay $4.3 million of expenses associated with the IPO and related formation transactions.
   6




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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 2. Description of Business
  Gathering and Processing.
  NGL Services.
  Note 3. Related Party Transactions
   7




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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Thousands)General and administrative expense,
including amounts subsequently
charged
to co-owners:Allocated
    
    $
    607
    
    
    $
    448
    
    
    $
    1,110
    
    
    $
    873Directly charged
    
    
    245
    
    
    
    104
    
    
    
    428
    
    
    
    220Operating and maintenance expense,
including amounts subsequently
charged
to co-owners:Fuel purchases
    
    
    4,892
    
    
    
    4,294
    
    
    
    9,800
    
    
    
    7,695Salaries and benefits
    
    
    825
    
    
    
    880
    
    
    
    1,660
    
    
    
    1,754
   8




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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 repayment. Therefore Advances from affiliate at June 30, 2005 and December 31, 2004 are classified
as noncurrent. Prior to the closing of the IPO, Williams forgave the advances due to them at the
date the net assets were transferred to us. Accordingly, the advances balance will be reflected as
Partners capital at that date.
  Note 4. Investments
     June 30,
    
    
    December 31,2005
    
    
    2004(unaudited)Current assets
    
    $
    66,023
    
    
    $
    67,534Property, plant and equipment
    
    
    351,625
    
    
    
    356,385Current liabilities
    
    
    (17,997
    )
    
    
    (31,572
    )Non-current liabilities
    
    
    (747
    )
    
    
    (702
    )Members capital
    
    $
    398,904
    
    
    $
    391,645
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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(unaudited)Revenues
    
    $
    23,025
    
    
    $
    27,962
    
    
    $
    50,314
    
    
    $
    55,785Costs and expenses
    
    
    21,687
    
    
    
    24,764
    
    
    
    43,729
    
    
    
    47,577Interest income
    
    
    (389
    )
    
    
    (140
    )
    
    
    (673
    )
    
    
    (192
    )Net income
    
    $
    1,727
    
    
    $
    3,338
    
    
    $
    7,258
    
    
    $
    8,400
 Note 5. Credit Facilities
   
    
    ratio of debt to net worth no greater than (i) 70 percent for the period after December
31, 2004 through December 31, 2005, and (ii) 65 percent for the remaining term of the
agreement;
    
    ratio of debt to net worth no greater than 55 percent for Northwest Pipeline
Corporation, a wholly-owned subsidiary of Williams, and Transco; and
    
    ratio of EBITDA to interest, on a rolling four quarter basis, no less than (i) 2.0 for
any period through December 31, 2005 and (ii) 2.5 for the remaining term of the agreement.
  Note 6. Commitments and Contingencies
 Environmental Matters.
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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 sampling, cleanup and monitoring programs. The costs of such activities will depend upon the
program scope ultimately agreed to by the KDHE.
   Other.
 Note 7. Segment Disclosures
  11




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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Gathering &
    
    
    NGLProcessing
    
    
    Services
    
    
    Total(Thousands)Three months ended June 30, 2005Segment revenues
    
    $
    765
    
    
    $
    11,411
    
    
    $
    12,176Operating and maintenance expense
    
    
    269
    
    
    
    2,523
    
    
    
    2,792Product cost
    
    
    
    
    
    
    3,327
    
    
    
    3,327Depreciation
    
    
    300
    
    
    
    593
    
    
    
    893Direct general and administrative expense
    
    
    
    
    
    
    271
    
    
    
    271Other
    
    
    
    
    
    
    146
    
    
    
    146Segment operating income
    
    
    196
    
    
    
    4,551
    
    
    
    4,747Equity earnings
    
    
    691
    
    
    
    
    
    
    
    691Segment profit
    
    $
    887
    
    
    $
    4,551
    
    
    $
    5,438Reconciliation to the Consolidated Statements of Operations:Segment operating income
    
    
    
    
    
    
    
    
    
    $
    4,747Allocated general and administrative expense
    
    
    
    
    
    
    
    
    
    
    (607
    )Combined operating income
    
    
    
    
    
    
    
    
    
    $
    4,140Three months ended June 30, 2004Segment revenues
    
    $
    2,049
    
    
    $
    6,994
    
    
    $
    9,043Operating and maintenance expense
    
    
    149
    
    
    
    6,148
    
    
    
    6,297Product cost
    
    
    
    
    
    
    334
    
    
    
    334Depreciation
    
    
    300
    
    
    
    609
    
    
    
    909Direct general and administrative expense
    
    
    
    
    
    
    122
    
    
    
    122Other
    
    
    
    
    
    
    179
    
    
    
    179Segment operating income (loss)
    
    
    1,600
    
    
    
    (398
    )
    
    
    1,202Equity earnings
    
    
    1,292
    
    
    
    
    
    
    
    1,292Segment profit (loss)
    
    $
    2,892
    
    
    $
    (398
    )
    
    $
    2,494Reconciliation to the Consolidated Statements of Operations:Segment operating income
    
    
    
    
    
    
    
    
    
    $
    1,202Allocated general and administrative expense
    
    
    
    
    
    
    
    
    
    
    (448
    )Combined operating income
    
    
    
    
    
    
    
    
    
    $
    754
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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Gathering &
    
    
    NGLProcessing
    
    
    Services
    
    
    Total(Thousands)Six months ended June 30, 2005Segment revenues
    
    $
    1,645
    
    
    $
    21,900
    
    
    $
    23,545Operating and maintenance expense
    
    
    376
    
    
    
    8,144
    
    
    
    8,520Product cost
    
    
    
    
    
    
    6,062
    
    
    
    6,062Depreciation
    
    
    600
    
    
    
    1,198
    
    
    
    1,798Direct general and administrative expense
    
    
    
    
    
    
    474
    
    
    
    474Other
    
    
    
    
    
    
    338
    
    
    
    338Segment operating income
    
    
    669
    
    
    
    5,684
    
    
    
    6,353Equity earnings
    
    
    2,903
    
    
    
    
    
    
    
    2,903Segment profit
    
    $
    3,572
    
    
    $
    5,684
    
    
    $
    9,256Reconciliation to the Consolidated Statements of Operations:Segment operating income
    
    
    
    
    
    
    
    
    
    $
    6,353Allocated general and administrative expense
    
    
    
    
    
    
    
    
    
    
    (1,110
    )Combined operating income
    
    
    
    
    
    
    
    
    
    $
    5,243Six months ended June 30, 2004Segment revenues
    
    $
    3,215
    
    
    $
    13,781
    
    
    $
    16,996Operating and maintenance expense
    
    
    262
    
    
    
    8,645
    
    
    
    8,907Product cost
    
    
    
    
    
    
    1,371
    
    
    
    1,371Depreciation
    
    
    600
    
    
    
    1,178
    
    
    
    1,778Direct general and administrative expense
    
    
    
    
    
    
    258
    
    
    
    258Other
    
    
    
    
    
    
    358
    
    
    
    358Segment operating income
    
    
    2,353
    
    
    
    1,971
    
    
    
    4,324Equity earnings
    
    
    3,274
    
    
    
    
    
    
    
    3,274Segment profit
    
    $
    5,627
    
    
    $
    1,971
    
    
    $
    7,598Reconciliation to the Consolidated Statements of Operations:Segment operating income
    
    
    
    
    
    
    
    
    
    $
    4,324Allocated general and administrative expense
    
    
    
    
    
    
    
    
    
    
    (873
    )Combined operating income
    
    
    
    
    
    
    
    
    
    $
    3,451
 Note 8. Recent Accounting Standards
 conditional asset retirement obligation
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WILLIAMS PARTNERS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 9. Subsequent Events
  14




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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 historical consolidated financial statements included elsewhere in this
quarterly report.
 General
  
    
    distribute $58.7 million to affiliates of The Williams Companies, Inc. (Williams), the
parent of our general partner, in part to reimburse Williams for capital expenditures
relating to the assets contributed to us and for a gas purchase contract contributed to us;
    
    provide $24.4 million to make a capital contribution to Discovery Producer Services LLC
(Discovery) to fund an escrow account required in connection with the Tahiti pipeline
lateral expansion project;
    
    provide $12.8 million of additional working capital; and
    
    pay $4.3 million of expenses associated with our IPO and related formation transactions.
  Overview
  
    
    Gathering and Processing.Our Gathering and Processing segment includes (1) our 40
percent ownership interest in Discovery and (2) the Carbonate Trend gathering pipeline.
Discovery owns an integrated natural gas gathering and transportation pipeline system
extending from offshore in the Gulf of Mexico to a natural gas processing facility and an
NGL fractionator in Louisiana. These assets generate revenues by
providing natural gas gathering, transporting and processing services and NGL
fractionating services to customers under a range of contractual arrangements. Although
Discovery includes fractionation operations, which would normally fall within the NGL
Services segment, it is primarily engaged in gathering and processing and is managed as
such.
    
    NGL Services.Our NGL Services segment includes three NGL storage facilities and a 50
percent undivided interest in a fractionator near Conway, Kansas. These assets generate
revenues by providing NGL fractionation and storage services using various fee-based
contractual arrangements where we receive a fee or fees based on actual or contracted
volumetric measures.
 Recent Events
  15




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Results of operations
 Consolidated Overview
  Three months ended June 30,
    
    
    Six months ended June 30,% Change
    
    
    
    
    
    
    
    
    
    
    % Change2005
    
    
    2004
    
    
    from 2004 (1)
    
    
    2005
    
    
    2004
    
    
    from 2004 (1)(Thousands)
    
    
    
    
    
    
    (Thousands)Revenues
    
    $
    12,176
    
    
    $
    9,043
    
    
    
    +35
    %
    
    $
    23,545
    
    
    $
    16,996
    
    
    
    +39
    %Costs and expenses:Operating and maintenance
expense
    
    
    2,792
    
    
    
    6,297
    
    
    
    +56
    %
    
    
    8,520
    
    
    
    8,907
    
    
    
    +4
    %Product cost
    
    
    3,327
    
    
    
    334
    
    
    NM
    
    
    
    6,062
    
    
    
    1,371
    
    
    NMDepreciation
    
    
    893
    
    
    
    909
    
    
    
    +2
    %
    
    
    1,798
    
    
    
    1,778
    
    
    
    -1
    %General and administrative
expense
    
    
    878
    
    
    
    570
    
    
    
    -54
    %
    
    
    1,584
    
    
    
    1,131
    
    
    
    -40
    %Taxes other than income
    
    
    146
    
    
    
    179
    
    
    
    +18
    %
    
    
    338
    
    
    
    358
    
    
    
    +6
    %Total costs and expenses
    
    
    8,036
    
    
    
    8,289
    
    
    
    +3
    %
    
    
    18,302
    
    
    
    13,545
    
    
    
    -35
    %Operating income
    
    
    4,140
    
    
    
    754
    
    
    NM
    
    
    
    5,243
    
    
    
    3,451
    
    
    
    +52
    %Equity earnings  Discovery
Producer Services LLC
    
    
    691
    
    
    
    1,292
    
    
    
    -47
    %
    
    
    2,903
    
    
    
    3,274
    
    
    
    -11
    %Interest expense
    
    
    (2,982
    )
    
    
    (3,171
    )
    
    
    +6
    %
    
    
    (5,986
    )
    
    
    (6,281
    )
    
    
    +5
    %Net income (loss)
    
    $
    1,849
    
    
    $
    (1,125
    )
    
    NM
    
    
    $
    2,160
    
    
    $
    444
    
    
    NM
 
 (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 June 30, 2005 vs. three months ended June 30, 2004
   16




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##### Table of Contents



Six months ended June 30, 2005 vs. six months ended June 30, 2004
       17




---



##### Table of Contents



Results
of operations  Gathering and Processing
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Thousands)Segment revenues
    
    $
    765
    
    
    $
    2,049
    
    
    $
    1,645
    
    
    $
    3,215Costs and expenses:Operating and maintenance expense
    
    
    269
    
    
    
    149
    
    
    
    376
    
    
    
    262Depreciation
    
    
    300
    
    
    
    300
    
    
    
    600
    
    
    
    600Total costs and expenses
    
    
    569
    
    
    
    449
    
    
    
    976
    
    
    
    862Segment operating income
    
    
    196
    
    
    
    1,600
    
    
    
    669
    
    
    
    2,353Equity earnings
    
    
    691
    
    
    
    1,292
    
    
    
    2,903
    
    
    
    3,274Segment profit
    
    $
    887
    
    
    $
    2,892
    
    
    $
    3,572
    
    
    $
    5,627
 Carbonate Trend
 Three months ended June 30, 2005 vs. three months ended June 30, 2004
  
    
    the absence of $950,000 of income from the settlement of a contractual volume
deficiency provision recognized in 2004; and
    
    a 37 percent decline in gathering volumes causing a $0.3 million decrease in gathering
revenue.
    Six months ended June 30, 2005 vs. six months ended June 30, 2004
  
    
    the absence of $950,000 of income from the settlement of a contractual volume
deficiency payment recognized in 2004; and
    
    a 34 percent decline in gathered volumes causing an $0.8 million decrease in
gathering revenue;
    
    slightly offset by a 10 percent higher average gathering rate causing an $0.2
million increase in gathering revenue.
 18




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##### Table of Contents



Discovery Producer Services
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Thousands)Revenues
    
    $
    23,025
    
    
    $
    27,962
    
    
    $
    50,314
    
    
    $
    55,785Costs and expenses, including interest:Operating and maintenance expenses:Fuel and shrink replacement
    
    
    9,711
    
    
    
    13,982
    
    
    
    20,835
    
    
    
    26,630Other operating and maintenance
    
    
    5,820
    
    
    
    5,013
    
    
    
    10,313
    
    
    
    9,089Depreciation and accretion
    
    
    6,126
    
    
    
    5,662
    
    
    
    12,239
    
    
    
    11,320Interest income
    
    
    (389
    )
    
    
    (140
    )
    
    
    (673
    )
    
    
    (192
    )Other expense, net
    
    
    30
    
    
    
    107
    
    
    
    342
    
    
    
    538Total costs and expenses
    
    
    21,298
    
    
    
    24,624
    
    
    
    43,056
    
    
    
    47,385Net income
    
    $
    1,727
    
    
    $
    3,338
    
    
    $
    7,258
    
    
    $
    8,400Partnerships 40 percent interest
    
    $
    691
    
    
    $
    1,335
    
    
    $
    2,903
    
    
    $
    3,360Capitalized interest amortization
    
    
    
    
    
    
    (43
    )
    
    
    
    
    
    
    (86
    )Equity earnings per our
Consolidated Statements of Operations
    
    $
    691
    
    
    $
    1,292
    
    
    $
    2,903
    
    
    $
    3,274
 Three months ended June 30, 2005 vs. three months ended June 30, 2004
  
    
    Increasing natural gas prices during the second quarter of 2004 made it more
economical for Discoverys customers to bypass the processing plant rather than to
process the gas, leaving Discovery with higher levels of excess fuel and replacement
gas in the second quarter of 2004 than 2005. This excess natural gas was sold in the
market and generated $7.3 million higher revenues in the second quarter of 2004.
 19




---



##### Table of Contents




    
    Fee-based revenues from gathering and transportation decreased $0.9 million due
primarily to a 16 percent decline in the overall transportation volumes from the second
quarter of 2004 to the second quarter of 2005. This decline resulted mainly from the
high initial decline rate experienced by one of the larger newly connected fields and
approximately 15,000 MMBtu/d lower volumes in June due to the reduction in gas flow
volumes while the market expansion project connections were being made. This was
somewhat offset by new volumes from the Front Runner, Rock Creek and Tarantula
prospects.
    
    During the second quarter of 2005, two processing customers elected to have
Discovery market their NGLs. Discovery sells these NGLs and distributes the proceeds
to them less a marketing fee. The sales related to these two contracts generated an
additional $2.1 million of revenue in the second quarter of 2005.
    
    NGL sales increased $1.2 million. This increase includes
$1.6 million associated with 18 percent higher per-unit average NGL sales
prices, slightly offset by $0.4 million from a four percent decrease in sales
volumes.
   
    
    $0.2 million of computer support for the new digital control computer system for
Larose and Paradis;
    
    $0.2 million higher management fees related to new facilities placed into service;
and
    
    $0.2 million higher helicopter costs following the placement of the Front Runner
project in-service.
    Six months ended June 30, 2005 vs. six months ended June 30, 2004
  
    
    Increasing gas prices during the first half of 2004 made it more economical for
Discoverys customers to bypass the processing plant rather than to process the gas,
leaving Discovery with higher levels of excess fuel and replacement gas in 2004 than
2005. This excess natural gas was sold in the market and generated $10.3 million
higher revenues in the first half of 2004.
    
    Fee-based revenues from gathering and transportation decreased $2 million due
primarily to a 19 percent decline in the overall transportation volumes from 2004 to
2005. This decline resulted mainly from the high initial decline rate experienced by
one of the larger newly connected fields. This was somewhat offset by new volumes from
the recently connected Front Runner, Rock Creek and Tarantula prospects.
 20




---



##### Table of Contents




    
    NGL sales increased $3.2 million. This increase includes $3.7 million associated
with 18 percent higher average sales prices, slightly offset by $0.5 million from a two
percent decrease in sales volumes.
    
    As disclosed previously, product sales increased by $2.1 million for the NGL sales
related to two processing customers who elected to have Discovery market their NGLs for
a fee under an option in their contracts.
    
    In 2005, Discovery received a $1.4 million volume threshold deficiency payment
related to a volume shortfall under a transportation contract.
   
    
    $0.4 million of computer support for the new digital control computer system;
    
    $0.3 million higher management fees related to new facilities placed into service;
    
    $0.1 million higher helicopter costs; and
    
    $0.2 million for higher power and fuel costs.
    Outlook
    21




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##### Table of Contents




    
    We anticipate recompletions and workovers to partially offset production declines from
the wells currently connected to the Carbonate Trend pipeline.
    
    With the current oil and gas price environment, drilling activity across the shelf and
the deepwater of the Gulf of Mexico has been robust. However, the availability of
specialized rigs necessary to drill in the deepwater areas, such as those in and around
Discoverys gathering areas, limits producers ability to bring identified reserves to
market quickly. This will prolong the timeframe over which these reserves will be
developed. We expect Discovery to be successful in competing for a portion of these new
volumes.
    
    We expect continued growth in the average volumes of natural gas gathered by Discovery
attributable to new production from the Front Runner, Rock Creek and Tarantula prospects,
which we expect to offset declines in production from existing connected wells.
    
    Late in the fourth quarter of 2005, Discovery expects to connect a new well with an
estimated initial volume of 35,000MMBtu/d. Capital to connect this new well will be
provided by others.
    
    As previously discussed, In July 2005, Discovery executed an agreement with three
producers to construct an approximately 35-mile gathering pipeline lateral to connect
Discoverys existing pipeline system to these producers production facilities for the
Tahiti prospect in the deepwater region of the Gulf of Mexico. In late August 2005, the
Tahiti producers formally decided to proceed with the project. The Tahiti pipeline lateral
expansion is expected to have a design capacity of approximately 200 million cubic feet per
day, and its anticipated completion date is May 1, 2007.
 Results
of operations  NGL Services
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Thousands)Segment revenues
    
    $
    11,411
    
    
    $
    6,994
    
    
    $
    21,900
    
    
    $
    13,781Costs and expenses:Operating and maintenance expense
    
    
    2,523
    
    
    
    6,148
    
    
    
    8,144
    
    
    
    8,645Product cost
    
    
    3,327
    
    
    
    334
    
    
    
    6,062
    
    
    
    1,371Depreciation
    
    
    593
    
    
    
    609
    
    
    
    1,198
    
    
    
    1,178General and administrative expense  direct
    
    
    271
    
    
    
    122
    
    
    
    474
    
    
    
    258Taxes other than income
    
    
    146
    
    
    
    179
    
    
    
    338
    
    
    
    358Total costs and expenses
    
    
    6,860
    
    
    
    7,392
    
    
    
    16,216
    
    
    
    11,810Segment profit (loss)
    
    $
    4,551
    
    
    $
    (398
    )
    
    $
    5,684
    
    
    $
    1,971
 Three months ended June 30, 2005 vs. three months ended June 30, 2004
  
    
    Product sales increased $3.2 million due primarily to the sale of surplus propane
volumes created through our product optimization activities. We actively manage the
fractionation process to optimize the resulting mix of products. This increase was
offset by the related increase in Product cost.
 22




---



##### Table of Contents




    
    Storage revenue increased $0.8 million due to higher contracted storage volumes and
slightly higher average per-unit storage rates. Volumes in the second quarter of 2004
were initially lower due to the 67 percent increase in the one-year storage rate on
April 1, 2004 primarily reflecting the pass through of increased costs to comply with
Kansas Department of Health and Environment (KDHE) regulations. Subsequently, the
volumes returned to more normal levels.
    
    The $0.2 million increase in fractionation revenue is due to a ten percent increase
in the per-unit fractionation rate for increases in fuel costs.
   
    
    Other operating expense decreased $2.3 million due primarily to (a) the $1.2 million
difference between a $0.7 million gain experienced when draining a cavern in 2005 and a
$0.5 million loss experienced in 2004, (b) $0.5 million from a larger lower of cost or
market inventory adjustment recorded in the second quarter of 2004 as compared to 2005
and (c) $0.4 million from higher blending gains at the Conway fractionator in 2005.
    
    Outside services decreased $1.1 million due to fewer cavern workovers in 2005 as
compared to 2004. It is expected that these workovers will be completed in the last
half of 2005.
    
    A $0.5 million reduction of our estimated asset retirement obligation for the
storage caverns.
    
    Fuel and power costs increased $0.4 million due to a 14 percent increase in the
average per-unit price of natural gas.
  Six months ended June 30, 2005 vs. six months ended June 30, 2004
  
    
    Product sales were $5 million higher due primarily to the sale of surplus propane
volumes created through our product optimization activities. This increase was offset
by the related increase in Product cost.
    
    Storage revenues increased $2.1 million due primarily to higher average per-unit
storage rates for the first quarter of 2005 and higher storage volumes in the second
quarter of 2005. The published rate for one-year storage contracts increased 67
percent on April 1, 2004, primarily reflecting the pass through of increased costs to
comply with KDHE regulations. The storage volumes in the second quarter of 2004
initially declined due to these higher storage rates. Subsequently, the volumes
returned to more normal levels.
    
    Fractionation revenues increased $0.6 million due to higher volumes in
the first quarter and a ten percent increase in the average fractionation rate.
    
    During the second quarter of 2004, we began offering product upgrading services for
normal butane at our fractionator. Other storage revenues increased $0.4 million due
primarily to this new service in the first half of 2005.
 23




---



##### Table of Contents




    
    Outside services decreased by $1.1 million due to fewer cavern workovers in early
2005 as compared to 2004. It is expected that these workovers will be completed in the
last half of 2005.
    
    A $0.5 million reduction of our estimated asset retirement obligation for the
storage caverns.
    
    Fuel and power costs increased $0.8 million due to a 12 percent increase in the
average per-unit price for natural gas and 13 percent higher fractionation volumes.
    
    Other operating expenses increased $0.3 million primarily for the differences
between gains and losses experienced from cavern drains in the first and second quarter
of 2004 as compared to 2005.
  Outlook
 
    
    We expect volumes fractionated for our customers at the Conway fractionator to meet or
exceed volumes from last year. Currently, commodity values in the Mid-Continent remain
strong which minimizes the potential for volumes to be directed to the Mont Belvieu market.
    
    We expect storage revenues at the Conway storage facilities to exceed storage revenues
from last year due to an increase in the demand for short-term storage leases at the
facility. As of the date of this filing, new short-term storage leases totaling $1.5
million have been entered during the third quarter of 2005.
    
    We expect outside service costs to increase over the prior year due to the large number
of cavern workovers planned for the third and fourth quarters of 2005. We expect outside
service costs to continue near these levels through 2006 and 2007 to ensure we meet the
regulatory compliance requirement to complete cavern workovers by 2008.
    
    Due to high demethanized mix inventories at the Conway fractionator, the planned
November fractionator shutdown for scheduled maintenance may be deferred until spring 2006.
 Financial condition and liquidity
 Liquidity
and Capital Resources  Williams Partners L.P.
   24




---



##### Table of Contents




    
    Indemnification of environmental and related expenditures for a period of three years
(for certain of those expenditures) up to $14 million, which includes between $3.4 million
and $4.6 million for the restoration activities due to the partial erosion of the
Carbonate Trend pipeline overburden by Hurricane Ivan, approximately $3.1 million for
capital expenditures related to KDHE-related cavern compliance at our Conway storage
facilities, and approximately $1 million for our 40 percent share of Discoverys costs for
marshland restoration and repair or replacement of Paradis emission-control flare.
    
    An annual credit for general and administrative expenses of $3.9 million in 2005 ($1.4
million pro rated for the portion of the year from August 23 to December 31), $3.2 million
in 2006, $2.4 million in 2007, $1.6 million in 2008 and $0.8 million in 2009.
    
    Up to $3.4 million to fund our 40 percent share of the expected total cost of the
Tahiti pipeline lateral expansion project in excess of the amount of the required escrow
deposit ($24.4 million) attributable to our 40 percent interest in Discovery.
    
    Reimbursement of our 40 percent share of any amounts the Federal Energy Regulatory
Commission requires Discovery to refund to shippers for retained gas gains or
over-recovery of lost and unaccounted for gas in excess of $4 million.
   
    
    maintenance capital expenditures to replace partially or fully depreciated assets in
order to maintain the existing operating capacity of our assets and to extend their useful
lives; and
    
    expansion capital expenditures, such as those 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.
  
    
    We expect the total cost to Discovery of the Tahiti pipeline lateral expansion project
will be approximately $69.5 million. Our 40 percent share of this project will be
approximately $27.8 million. In September 2005, Discovery established an escrow account to
cover a substantial portion of the total expenditures attributable to Williams and our
share of those costs. We retained $24.4 million from the proceeds of our IPO to make this
initial capital contribution to Discovery to fund our $24.4 million share of the payment
into the escrow account. We expect this project to be completed by May 2007.
    
    We require cash in order to provide services to our storage customers who prepaid their
annual storage contracts in April 2005. The storage year for customer contracts at our
Conway storage facility runs from April 1 of a year to March 31 of the following year. We
typically receive payment for these one-year contracts in advance in April after the
beginning of the storage year and recognize the associated revenue over the course of the
storage year. As of June 30, 2005, our deferred storage revenue is approximately $7.4
million. We retained a portion of the proceeds from our IPO for working capital purposes
associated with this deferred revenue.
    
    We expect to make minimum quarterly distributions of $5 million ($0.35 per common and
subordinated unit and a two percent payment on the general partner interest) to our
unitholders and our general partner to the extent we have sufficient cash from operations
after establishment of cash reserves and payment of fees and expenses. Our expected
distribution for the third quarter of 2005 will be pro rated for the period from August 23
through September 30, 2005.
 25




---



##### Table of Contents




    
    Maintenance capital expenditures for Conway assets are estimated to be approximately $4
million for 2005, of which approximately $679,000 has been spent through June 30, 2005.
The amount of estimated maintenance capital expenditures for the Conway assets includes
approximately $1.9 million to be spent in connection with the installation of wellhead
control equipment and well meters and KDHE-related cavern compliance costs. In the omnibus
agreement, Williams agreed to reimburse us for the cost of these expenditures as previously
discussed.
 Liquidity
and Capital Resources  Discovery
    Cash
Flows and Capital Expenditures  Williams Partners L.P.
 Six months endedJune 30,2005
    
    
    2004(Thousands)Net cash provided by operating activities
    
    $
    3,677
    
    
    $
    6,999Net cash used by investing activities
    
    
    (679
    )
    
    
    (368
    )Net cash used by financing activities
    
    
    (2,998
    )
    
    
    (6,631
    )
  26




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##### Table of Contents



Cash
Flows and Capital Expenditures  Discovery
  Six months endedJune 30,2005
    
    
    2004(Thousands)Operating Activities:Net income
    
    $
    7,258
    
    
    $
    8,400Adjustments to reconcile to cash provided by operations:Depreciation and accretion
    
    
    12,239
    
    
    
    11,320Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    120
    
    
    
    (796
    )Inventory
    
    
    311
    
    
    
    (21
    )Other current assets
    
    
    990
    
    
    
    873Accounts payable
    
    
    (2,791
    )
    
    
    378Other current liabilities
    
    
    (947
    )
    
    
    (1,429
    )Accrued liabilities
    
    
    37
    
    
    
    1,970Net cash provided by operating activities
    
    $
    17,217
    
    
    $
    20,695Investing Activities:Capital expenditures
    
    $
    (7,434
    )
    
    $
    (27,289
    )Change in accounts payable  capital expenditures
    
    
    (9,874
    )
    
    
    3,646Net cash used by investing activities
    
    $
    (17,308
    )
    
    $
    (23,643
    )
  27




---



##### Table of Contents



Contractual Cash Obligations  Williams Partners L.P.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Commodity Price Risk
  Interest Rate Risk
  
 Item 4. Controls and Procedures
   28




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##### Table of Contents



PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Use of Proceeds
  Aggregate Offering Price ofAmount of Common Units
    
    
    Common Units RegisteredRegistered and Sold
    
    
    and SoldWilliams Partners L.P.
    
    
    5,000,000
    
    
    $
    107,500,000Williams Energy Services, LLC*
    
    
    95,084
    
    
    
    2,044,306Williams Energy, L.L.C.*
    
    
    268,385
    
    
    
    5,770,277.5Williams Discovery Pipeline LLC*
    
    
    129,587
    
    
    
    2,786,120.5Williams Partners Holdings LLC*
    
    
    256,944
    
    
    
    5,524,296Total
    
    
    5,750,000
    
    
    $
    123,625,000
 
 *
    
    Selling Unitholder 29




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##### Table of Contents



SEC registration fee
    
    $
    14,554NASD filing fee
    
    
    12,575NYSE listing fee
    
    
    150,000Printing and engraving expenses
    
    
    846,580Accounting fees and expenses
    
    
    1,453,420Tax planning expenses
    
    
    250,000Legal fees and expenses
    
    
    1,890,000Blue sky fees and expenses (including legal fees)
    
    
    5,000Transfer agent and registrar fees
    
    
    5,000Miscellaneous
    
    
    3,209Total
    
    $
    4,630,338
   
    
    $58.7 million was distributed to affiliates of The Williams Companies, Inc., the parent
of our general partner, in part to reimburse Williams for capital expenditures relating to
the assets contributed to us and for a gas purchase contract contributed to us;
    
    $24.4 million was used to make a capital contribution to Discovery to fund an escrow
account required in connection with the Tahiti pipeline lateral expansion project; and
    
    $12.8 million was used for additional working capital.
 
 Item 5. Other Information.
    
 Item 6. Exhibits.
  *Exhibit 3.1  Amended and Restated Agreement of Limited Partnership of Williams Partners L.P.
(attached as Exhibit 3.1 to Williams Partners L.P.s current report on Form 8-K (File No.
001-32599) filed with the Commission on August 26, 2005).*Exhibit 3.2  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 Commission on August 26, 2005).
 30




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##### Table of Contents



*Exhibit 10.1  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 Commission on August 26, 2005).*Exhibit 10.2  Williams Partners GP LLC Long-Term Incentive Plan (attached as Exhibit 10.2 to
Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) filed with the
Commission on August 26, 2005).*Exhibit 10.3  Contribution, Conveyance and Assumption Agreement, dated August 23, 2005, by and
among Williams Partners L.P., Williams Energy, L.L.C., Williams Partners GP LLC, Williams
Partners Operating LLC, Williams Energy Services, LLC, Williams Discovery Pipeline LLC, Williams
Partners Holdings LLC and Williams Natural Gas Liquids, Inc. (attached as Exhibit 10.3 to
Williams Partners L.P.s current report on Form 8-K filed with the Commission on August 26,
2005).*Exhibit 10.4  Working Capital Loan Agreement, dated August 23, 2005, between The Williams
Companies, Inc. and Williams Partners L.P. (attached as Exhibit 10.4 to Williams Partners L.P.s
current report on Form 8-K (File No. 001-32599) filed with the Commission on August 26, 2005).*Exhibit 10.5  Amended and Restated Credit Agreement dated as of May 20, 2005 among The
Williams Companies, Inc., Williams Partners L.P., Northwest Pipeline Corporation,
Transcontinental Gas Pipe Line Corporation, and the Banks, Citibank, N.A. and Bank of America,
N.A., and Citicorp USA, INC. as administrative agent (attached as Exhibit 1.1 to The Williams
Companies, Inc.s current report on Form 8-K (File No. 001-04174) filed with the Commission on
May 26, 2005).*Exhibit 10.6  Third Amended and Restated Limited Liability Company Agreement for Discovery
Producer Services LLC (attached as Exhibit 10.7 to Amendment No. 1 to Williams Partners L.P.s
Registration Statement on Form S-1 (File No. 333-124517) filed with the Commission).+Exhibit 10.7  Base Contract for Sale and Purchase of Natural Gas between Williams Natural Gas
Liquids, Inc. and Williams Power Company, Inc., dated August 15, 2005.+Exhibit 31.1  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.+Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.+Exhibit 32  Section 1350 Certifications of Chief Executive Officer and Chief Financial
Officer.
    31




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##### Table of Contents



SIGNATURE
  WILLIAMS PARTNERS L.P.By: Williams Partners GP LLC, its general partner/s/Ted T. TimmermansTed. T. TimmermansController (Duly Authorized Officer and Chief Accounting Officer)September 22, 2005
 32




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    
    Description3.1* 
    
    
    
    Amended and Restated Agreement of Limited Partnership of Williams Partners
L.P. (attached as Exhibit 3.1 to Williams Partners L.P.s current report on Form 8-K
(File No. 001-32599) filed with the Commission on August 26, 2005).3.2* 
    
    
    
    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 Commission on August 26, 2005).10.1* 
    
    
    
    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 Commission on August 26, 2005).10.2* 
    
    
    
    Williams Partners GP LLC Long-Term Incentive Plan (attached as Exhibit
10.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) filed
with the Commission on August 26, 2005).10.3* 
    
    
    
    Contribution, Conveyance and Assumption Agreement, dated August 23, 2005,
by and among Williams Partners L.P., Williams Energy, L.L.C., Williams Partners GP
LLC, Williams Partners Operating LLC, Williams Energy Services, LLC, Williams
Discovery Pipeline LLC, Williams Partners Holdings LLC and Williams Natural Gas
Liquids, Inc. (attached as Exhibit 10.3 to Williams Partners L.P.s current report on
Form 8-K filed with the Commission on August 26, 2005).10.4* 
    
    
    
    Working Capital Loan Agreement, dated August 23, 2005, between The
Williams Companies, Inc. and Williams Partners L.P. (attached as Exhibit 10.4 to
Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) filed with
the Commission on August 26, 2005).10.5* 
    
    
    
    Amended and Restated Credit Agreement dated as of May 20, 2005 among The
Williams Companies, Inc., Williams Partners L.P., Northwest Pipeline Corporation,
Transcontinental Gas Pipe Line Corporation, and the Banks, Citibank, N.A. and Bank of
America, N.A., and Citicorp USA, INC. as administrative agent (attached as Exhibit 1.1
to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174)
filed with the Commission on May 26, 2005).10.6* 
    
    
    
    Third Amended and Restated Limited Liability Company Agreement for
Discovery Producer Services LLC (attached as Exhibit 10.7 to Amendment No. 1 to
Williams Partners L.P.s Registration Statement on Form S-1 (File No. 333-124517)
filed with the Commission).10.7+ 
    
    
    
    Base Contract for Sale and Purchase of Natural Gas between Williams
Natural Gas Liquids, Inc. and Williams Power Company, Inc., dated August 15, 2005.31.1+ 
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2+ 
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32+ 
    
    
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
    33