##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 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 001-33917
 Williams Pipeline Partners L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-0834035(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)
 (918) 573-2000  (Registrants telephone number, including area code)
 NO CHANGE  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if smaller reporting company)
Smaller reporting company o o þ




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##### 



WILLIAMS PIPELINE PARTNERS L.P.
 FORM 10-Q
 TABLE OF CONTENTS
 PagePart I. Financial InformationItem 1.
    
    Financial StatementsConsolidated Statements of Income  Three and Six Months Ended June 30, 2009 and 2008
    
    5Consolidated Balance Sheets  June 30, 2009 and December 31, 2008
    
    6Consolidated Statements of Cash Flows  Six Months Ended June 30, 2009 and 2008
    
    7Consolidated Statement of Partners Capital from January 1, 2009 to June 30, 2009
    
    8Notes to Consolidated Financial Statements
    
    9Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    21Item 4T.
    
    Controls and Procedures
    
    21Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    22Item 1A.
    
    Risk Factors
    
    22Item 6.
    
    Exhibits
    
    24EX-10.1EX-31.1EX-31.2EX-32EX-99.1
  FORWARD-LOOKING STATEMENTS
   
    
    Amounts and nature of future capital expenditures;
    
    Expansion and growth of our business and operations;
    
    Financial condition and liquidity;
 2




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
    
    Business strategy;
    
    Cash flow from operations or results of operations;
    
    The levels of cash distributions to unitholders;
    
    Rate case filings; and
    
    Natural gas 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 Northwests customers and suppliers);
    
    The strength and financial resources of our and Northwests competitors;
    
    Development of alternative energy sources;
    
    The impact of operational and development hazards;
    
    Costs of, changes in, or the results of laws, government regulations (including
proposed climate change legislation), environmental liabilities, litigation and rate
proceedings;
    
    Northwests costs and funding obligations for defined benefit pension plans and
other postretirement benefit plans;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Northwests exposure to the credit risk of its customers;
    
    Risks related to strategy and financing, including restrictions stemming from
Northwests debt agreements, future changes in Northwests 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).
 3




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4




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars, except per-unit amounts)(Unaudited)General and administrative expense
    
    $
    737
    
    
    $
    619
    
    
    $
    1,390
    
    
    $
    1,119Earnings from Northwest Pipeline GP through
January 23, 2008 (Predecessor)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,002Equity earnings from investment in Northwest
Pipeline GP after January 23, 2008
    
    
    12,307
    
    
    
    12,490
    
    
    
    26,625
    
    
    
    21,843Interest expense  affiliate
    
    
    (13
    )
    
    
    (21
    )
    
    
    (25
    )
    
    
    (21
    )Interest income
    
    
    3
    
    
    
    17
    
    
    
    5
    
    
    
    17Net income
    
    $
    11,560
    
    
    $
    11,867
    
    
    $
    25,215
    
    
    $
    24,722Allocation of net income used for earnings per
unit calculation:Net income
    
    $
    11,560
    
    
    $
    11,867
    
    
    $
    25,215
    
    
    $
    24,722Net income applicable to the period through
January 23, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,002Net income applicable to the period after
January 23, 2008
    
    
    11,560
    
    
    
    11,867
    
    
    
    25,215
    
    
    
    20,720Net loss allocated to general partner
    
    
    (135
    )
    
    
    (250
    )
    
    
    (225
    )
    
    
    (437
    )Net income allocated to limited partners
    
    $
    11,695
    
    
    $
    12,117
    
    
    $
    25,440
    
    
    $
    21,157Basic and diluted net income per limited partner
unit:Common units
    
    $
    0.35
    
    
    $
    0.36
    
    
    $
    0.76
    
    
    $
    0.63Subordinated units
    
    $
    0.35
    
    
    $
    0.36
    
    
    $
    0.76
    
    
    $
    0.63Weighted average number of units outstanding:Common units
    
    
    22,607,430
    
    
    
    22,605,668
    
    
    
    22,607,430
    
    
    
    22,605,385Subordinated units
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
  5




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WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,157
    
    
    $
    7,760Accounts receivable  affiliate
    
    
    90
    
    
    
    Prepaid expense
    
    
    141
    
    
    
    184Total current assets
    
    
    7,388
    
    
    
    7,944Investment in Northwest Pipeline GP
    
    
    418,573
    
    
    
    414,069Total assets
    
    $
    425,961
    
    
    $
    422,013LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    484
    
    
    $
    671Affiliate
    
    
    50
    
    
    
    424Total current liabilities
    
    
    534
    
    
    
    1,095Contingent liabilities and commitmentsPartners capital
    
    
    425,427
    
    
    
    420,918Total liabilities and partners capital
    
    $
    425,961
    
    
    $
    422,013
  6




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WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2009
    
    
    2008(Thousands of dollars)(Unaudited)OPERATING ACTIVITIES:Net income
    
    $
    25,215
    
    
    $
    24,722Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP
    
    
    (26,625
    )
    
    
    (25,845
    )Distributions related to equity earnings from investment in
Northwest Pipeline GP
    
    
    22,750
    
    
    
    19,755Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    (90
    )
    
    
    Other current assets
    
    
    43
    
    
    
    (137
    )Accounts payable
    
    
    (561
    )
    
    
    444Other
    
    
    12
    
    
    
    84Net cash provided by operating activities
    
    
    20,744
    
    
    
    19,023INVESTING ACTIVITIES:Purchase of 15.9% general partnership interest in Northwest
Pipeline
GP
    
    
    
    
    
    
    (300,900
    )Net cash used by investing activities
    
    
    
    
    
    
    (300,900
    )FINANCING ACTIVITIES:Distributions paid
    
    
    (22,091
    )
    
    
    (13,490
    )Proceeds from sale of common units
    
    
    
    
    
    
    336,520Offering costs
    
    
    
    
    
    
    (3,797
    )Redemption of common units held by general partner
    
    
    
    
    
    
    (31,020
    )Contribution pursuant to the omnibus agreement
    
    
    744
    
    
    
    371Net cash (used) provided by financing activities
    
    
    (21,347
    )
    
    
    288,584(Decrease) increase in cash and cash equivalents
    
    
    (603
    )
    
    
    6,707Cash and cash equivalents at beginning of period
    
    
    7,760
    
    
    
    Cash and cash equivalents at end of period
    
    $
    7,157
    
    
    $
    6,707SCHEDULE OF NONCASH FINANCING ACTIVITIES:Contribution of 19.1% in Northwest Pipeline GP
    
    $
    
    
    
    $
    (115,020
    )Issuance of units to Williams Pipeline GP LLC
    
    
    
    
    
    
    115,020
  7




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WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 AccumulatedOther
    
    
    TotalLimited Partner
    
    
    General
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Subordinated
    
    
    Partner
    
    
    Loss
    
    
    Capital(Thousands of dollars)(Unaudited)Balance  January 1, 2009
    
    $
    287,269
    
    
    $
    138,835
    
    
    $
    8,677
    
    
    $
    (13,863
    )
    
    $
    420,918Net income
    
    
    17,135
    
    
    
    8,305
    
    
    
    (225
    )
    
    
    
    
    
    
    25,215Other comprehensive income:Net unrealized gain on cash
flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    (11
    )Pension benefits:Amortization of net
actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    626
    
    
    
    626Amortization of prior
service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    14Total other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    629Cash distributions
    
    
    (14,582
    )
    
    
    (7,068
    )
    
    
    (441
    )
    
    
    
    
    
    
    (22,091
    )Contributions pursuant to
the
omnibus agreement
    
    
    
    
    
    
    
    
    
    
    744
    
    
    
    
    
    
    
    744Other
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Balance  June 30, 2009
    
    $
    289,834
    
    
    $
    140,072
    
    
    $
    8,755
    
    
    $
    (13,234
    )
    
    $
    425,427
  8




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




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 2. Allocation of Net Income and Distributions
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars, except per-unit amounts)Allocation to general partner:Net income
    
    $
    11,560
    
    
    $
    11,867
    
    
    $
    25,215
    
    
    $
    20,720Charges direct to general partner:Reimbursable general administrative costs
    
    
    374
    
    
    
    497
    
    
    
    744
    
    
    
    869Income subject to 2% allocation of general
partner interest
    
    
    11,934
    
    
    
    12,364
    
    
    
    25,959
    
    
    
    21,589General 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
    
    
    239
    
    
    
    247
    
    
    
    519
    
    
    
    432Incentive distributions paid to general partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Direct charges to general partner
    
    
    (374
    )
    
    
    (497
    )
    
    
    (744
    )
    
    
    (869
    )Net loss allocated to general partner
    
    $
    (135
    )
    
    $
    (250
    )
    
    $
    (225
    )
    
    $
    (437
    )Net income
    
    $
    11,560
    
    
    $
    11,867
    
    
    $
    25,215
    
    
    $
    20,720Net loss allocated to general partner
    
    
    (135
    )
    
    
    (250
    )
    
    
    (225
    )
    
    
    (437
    )Net income allocated to limited partners
    
    $
    11,695
    
    
    $
    12,117
    
    
    $
    25,440
    
    
    $
    21,157
   General PartnerIncentivePer Unit
    
    Common
    
    Subordinated
    
    
    
    
    
    Distribution
    
    Total CashPayment Date
    
    Distribution
    
    Units
    
    Units
    
    2%
    
    Rights
    
    Distribution5/15/2008
    
    $
    0.2242
    
    
    $
    5,068
    
    
    $
    2,457
    
    
    $
    154
    
    
    $
    
    
    
    $
    7,6798/14/2008
    
    
    0.3100
    
    
    
    7,008
    
    
    
    3,397
    
    
    
    212
    
    
    
    
    
    
    
    10,61711/14/2008
    
    
    0.3150
    
    
    
    7,121
    
    
    
    3,452
    
    
    
    216
    
    
    
    
    
    
    
    10,7892/13/2009
    
    
    0.3200
    
    
    
    7,234
    
    
    
    3,507
    
    
    
    219
    
    
    
    
    
    
    
    10,9605/15/2009
    
    
    0.3250
    
    
    
    7,347
    
    
    
    3,561
    
    
    
    223
    
    
    
    
    
    
    
    11,1318/14/2009(a)
    
    
    0.3300
    
    
    
    7,461
    
    
    
    3,616
    
    
    
    226
    
    
    
    
    
    
    
    11,303
 
 (a)
    
    The board of directors of our general partner declared this cash distribution on July 27,
2009 to be paid on August 14, 2009 to unitholders of record at the close of business on
August 7, 2009. 10




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 3. Credit Agreement
  Note 4. Recent Accounting Standards
 Earnings per Share
 TM
 Note 5. Related Party Transactions
   11




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 6. Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars)Net income
    
    $
    11,560
    
    
    $
    11,867
    
    
    $
    25,215
    
    
    $
    24,722Reclassification of cash flow hedge gain into
earnings
    
    
    (5
    )
    
    
    (5
    )
    
    
    (11
    )
    
    
    (9
    )Pension benefits:Amortization of net actuarial loss
    
    
    289
    
    
    
    174
    
    
    
    626
    
    
    
    208Amortization of prior service cost
    
    
    7
    
    
    
    7
    
    
    
    14
    
    
    
    12Total comprehensive income
    
    $
    11,851
    
    
    $
    12,043
    
    
    $
    25,844
    
    
    $
    24,933
 Note 7. Equity Investments
  Northwest
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars)Revenues
    
    $
    107,756
    
    
    $
    106,450
    
    
    $
    219,304
    
    
    $
    213,855Operating expenses
    
    
    60,743
    
    
    
    59,774
    
    
    
    119,139
    
    
    
    118,013Other income, net
    
    
    449
    
    
    
    429
    
    
    
    640
    
    
    
    739Interest charges
    
    
    12,300
    
    
    
    11,420
    
    
    
    24,735
    
    
    
    22,738Net income
    
    $
    35,162
    
    
    $
    35,685
    
    
    $
    76,070
    
    
    $
    73,843
 Note 8. Disclosures About the Fair Value of Financial Instruments
  Cash and cash equivalents
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    Outlook
  Northwests Capital Projects
  
    
    Colorado Hub Connection Project.On June 1, 2009, Northwest commenced construction of a
new 27-mile, 24-inch diameter lateral to connect the Meeker/White River Hub near Meeker,
Colorado to Northwests mainline south of Rangely, Colorado. This project is referred to
as the Colorado Hub Connection (CHC Project). It is estimated that the construction of
the CHC Project will cost up to $60 million with service targeted to commence in November
2009. Northwest will combine the lateral capacity with existing mainline capacity to
provide approximately 363 thousand dekatherms (MDth) per day of firm transportation from
various receipt points to delivery points on the mainline as far south as Ignacio,
Colorado. Approximately 243 MDth per day of this capacity was originally held by
Pan-Alberta Gas under a contract that would have terminated on October 31, 2012 and
approximately 98 MDth per day was sold on a short-term basis.In addition to providing greater opportunity for contract extensions for the short-term firm
and Pan-Alberta capacity, the CHC Project provides direct access to additional natural gas
supplies at the Meeker/White River Hub for Northwests on-system and off-system markets.
Northwest has entered into transportation agreements for approximately 363 MDth per day of
capacity with terms ranging between eight and fifteen years at maximum rates for all of the
short-term firm and Pan-Alberta capacity resulting in the successful re-contracting of the
capacity out to 2018 and beyond. In April 2009, the Federal Energy Regulatory Commission
(FERC) issued a certificate approving the CHC Project, including the presumption of
rolling in the costs of the project in any future rate case filed with the FERC.
    
    Jackson Prairie Underground Expansion.The Jackson Prairie Storage Project, connected to
Northwests transmission system near Chehalis, Washington, is operated by Puget Sound
Energy and is jointly owned by Puget Sound Energy, Avista Corporation and Northwest. A
phased capacity expansion is currently underway and a deliverability expansion was placed
in service on November 1, 2008.
 13




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As a one-third owner of Jackson Prairie, in early 2006, Northwest held an open season for a
new firm storage service based on its 100 million cubic feet per day share of the planned
2008 deliverability expansion and approximately 1.2 Bcf of Northwests share of the working
natural gas storage capacity expansion being developed over approximately a six-year period
from 2007 through 2012.As a result of the open season, four shippers have executed long-term service agreements for
the full amount of incremental storage service offered at contract terms averaging 33 years.
The firm service relating to storage capacity rights will be phased-in as the expanded
working natural gas capacity is developed. Northwests one-third share of the
deliverability expansion was placed in service on November 1, 2008 at a cost of
approximately $16.0 million. Northwests estimated capital cost for the capacity expansion
component of the new storage service is $6.1 million, primarily for base natural gas.
    
    Sundance Trail Expansion.In May 2009, Northwest filed an application with the FERC for
the proposed Sundance Trail Expansion to construct approximately 16 miles of 30-inch loop
between Northwests existing Green River and Muddy Creek compressor stations in Wyoming as
well as an upgrade to Northwests existing Vernal compressor station, with service targeted
to commence in November 2010. The total project is estimated to cost up to $65 million,
including the cost of replacing the existing compression at Vernal, which will enhance the
efficiency of Northwests system. Northwest executed a precedent agreement to provide 150
MDth per day of firm transportation service from the Greasewood and Meeker Hubs in Colorado
for delivery to the Opal Hub in Wyoming. Northwest has proposed to collect its maximum
system rates, and is seeking approval from the FERC to roll-in the Sundance Trail Expansion
costs in any future rate case.
 Northwests Results of Operations
  Analysis of Financial Results
  Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008
     14




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Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008
     Operating Statistics
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008(In Trillion British Thermal Units)Total Throughput(1)
    
    
    173
    
    
    
    171
    
    
    
    397
    
    
    
    391Average Daily Transportation Volumes
    
    
    1.9
    
    
    
    1.9
    
    
    
    2.2
    
    
    
    2.1Average Daily Reserved Capacity Under Base
Firm Contracts, excluding peak capacity
    
    
    2.6
    
    
    
    2.5
    
    
    
    2.6
    
    
    
    2.5Average Daily Reserved Capacity Under
Short-Term Firm Contracts(2)
    
    
    0.5
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    0.7
 
 (1)
    
    Parachute Lateral volumes of 20 trillion British Thermal Units (TBtu) and 43 TBtu for the
three and six months ended June 30, 2009, respectively, and 25 TBtu and 49 TBtu for the three
and six months ended June 30, 2008, respectively, are excluded from total throughput as these
volumes flow under separate contracts that do not result in mainline throughput.(2)
    
    Includes additional capacity created from time to time through the installation of new
receipt or delivery points or the segmentation of existing mainline capacity. Such capacity
is generally marketed on a short-term firm basis. Capital Resources and Liquidity of Northwest
   15




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Sources (Uses) of Cash
 Six Months EndedJune 30,2009
    
    
    2008(Thousands of dollars)Net cash provided (used) by:Operating activities
    
    $
    125,838
    
    
    $
    116,368Financing activities
    
    
    (53,594
    )
    
    
    (62,019
    )Investing activities
    
    
    (72,231
    )
    
    
    (54,837
    )Increase (decrease) in cash and cash equivalents
    
$
    13
    
    
$
    (488
    )
 Operating Activities
  Financing Activities
  Investing Activities
  Method of Financing
 Working Capital
   16




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##### Table of Contents



Short-Term Liquidity
   Credit Agreement
   Capital Requirements
    17




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##### Table of Contents



Credit Ratings
  Moodys Investors Service
    
    Baa2Standard and Poors
    
    BBB-Fitch Ratings
    
    BBB
     Other
 Off-Balance Sheet Arrangements
  Impact of Inflation
  Environmental Matters
  18




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##### Table of Contents



Safety Matters
 Pipeline Integrity Regulations.
 Legal Matters
  Summary
  19




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##### Table of Contents



Conclusion
  Capital Resources and Liquidity of Williams Pipeline Partners L.P.
    Northwest Distributions
  Capital Contributions
  Credit Agreement
  Cash Distributions to Unitholders
  Conclusion
  20




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Second-Quarter 2009 Changes in Internal Controls
  21




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Northwest is subject to risks associated with climate change.
  Northwests operations are subject to governmental laws and regulations relating to the
protection of the environment, including those relating to climate change, which may expose it
to significant costs and liabilities and could exceed its current expectations.
    22




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##### Table of Contents



Northwest may be subject to legislative and regulatory responses to climate change with which
compliance may be costly.
   Northwests assets and operations can be affected by weather and other natural phenomena.
  23




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##### Table of Contents



Item 6. Exhibits
  ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline
Partners L.P. (filed on September 12, 2007 as Exhibit 3.1
to Williams Pipeline Partners L.P.s Registration Statement
on Form S-1 (File No. 333-146015) and incorporated herein
by reference).3.2
    
    First Amended and Restated Agreement of Limited Partnership
of Williams Pipeline Partners L.P., dated January 24, 2008
(filed on January 30, 2008 as Exhibit 3.1 to Williams
Pipeline Partners L.P.s Form 8-K (File No. 001-33917) and
incorporated herein by reference).3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed
on September 12, 2007 as Exhibit 3.3 to Williams Pipeline
Partners L.P.s Registration Statement on Form S-1 (File
No. 333-146015) and incorporated herein by reference.)3.4
    
    First Amended and Restated Limited Liability Company
Agreement of Williams Pipeline GP LLC, dated January 24,
2008 (filed on January 30, 2008 as Exhibit 3.2 to Williams
Pipeline Partners L.P. Form 8-K (File No. 001-33917) and
incorporated herein by reference).10.1*
    
    Williams Pipeline GP LLC Director Compensation Policy,
dated August 19, 2008, as revised May 26, 2009.31.1*
    
    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 2002.31.2*
    
    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 2002.32*
    
    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 2002.99.1*
    
    Williams Pipeline GP LLC Financial Statements.
 
 *
    
    Filed herewith 24




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##### Table of Contents



SIGNATURES
  Williams Pipeline Partners L.P.
(Registrant)By:
    Williams Pipeline GP LLC,its general partnerBy:
    /s/     Ted T. TimmermansTed T. TimmermansChief Accounting Officer  25




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline
Partners L.P. (filed on September 12, 2007 as Exhibit 3.1
to Williams Pipeline Partners L.P.s Registration Statement
on Form S-1 (File No. 333-146015) and incorporated herein
by reference).3.2
    
    First Amended and Restated Agreement of Limited Partnership
of Williams Pipeline Partners L.P., dated January 24, 2008
(filed on January 30, 2008 as Exhibit 3.1 to Williams
Pipeline Partners L.P.s Form 8-K (File No. 001-33917) and
incorporated herein by reference).3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed
on September 12, 2007 as Exhibit 3.3 to Williams Pipeline
Partners L.P.s Registration Statement on Form S-1 (File
No. 333-146015) and incorporated herein by reference.)3.4
    
    First Amended and Restated Limited Liability Company
Agreement of Williams Pipeline GP LLC, dated January 24,
2008 (filed on January 30, 2008 as Exhibit 3.2 to Williams
Pipeline Partners L.P. Form 8-K (File No. 001-33917) and
incorporated herein by reference).10.1*
    
    Williams Pipeline GP LLC Director Compensation Policy,
dated August 19, 2008, as revised May 26, 2009.31.1*
    
    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 2002.31.2*
    
    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 2002.32*
    
    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 2002.99.1*
    
    Williams Pipeline GP LLC Financial Statements.
 
 *
    
    Filed herewith 26