##### 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 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 001-33917
 Williams Pipeline Partners L.P.
 (Exact name of
registrant as specified in its charter)
 Delaware
    
    26-0834035(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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 Nine Months Ended September 30, 2009 and 2008
    
    
    4Consolidated Balance Sheets  September 30, 2009 and December 31, 2008
    
    
    5Consolidated Statements of Cash Flows  Nine Months Ended September 30, 2009 and 2008
    
    
    6Consolidated Statement of Partners Capital from January 1, 2009 to September 30, 2009
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4T. Controls and Procedures
    
    
    20Part II. Other InformationItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 6. Exhibits
    
    
    23EX-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;
    
    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.
  2




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##### Table of Contents




    
    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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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars, except per-unit amounts)(Unaudited)General and administrative expense
    
    $
    899
    
    
    $
    596
    
    
    $
    2,289
    
    
    $
    1,715Earnings from Northwest Pipeline GP through January 23, 2008
(Predecessor)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,002Equity earnings from investment in Northwest Pipeline GP after
January 23, 2008
    
    
    13,391
    
    
    
    14,433
    
    
    
    40,016
    
    
    
    36,276Interest expense  affiliate
    
    
    (13
    )
    
    
    (13
    )
    
    
    (38
    )
    
    
    (34
    )Interest income
    
    
    1
    
    
    
    39
    
    
    
    6
    
    
    
    56Net income
    
    $
    12,480
    
    
    $
    13,863
    
    
    $
    37,695
    
    
    $
    38,585Allocation of net income used for earnings per unit calculation:Net income
    
    $
    12,480
    
    
    $
    13,863
    
    
    $
    37,695
    
    
    $
    38,585Net income applicable to the period through January 23, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,002Net income applicable to the period after January 23, 2008
    
    
    12,480
    
    
    
    13,863
    
    
    
    37,695
    
    
    
    34,583Net loss allocated to general partner
    
    
    (121
    )
    
    
    (216
    )
    
    
    (346
    )
    
    
    (653
    )Net income allocated to limited partners
    
    $
    12,601
    
    
    $
    14,079
    
    
    $
    38,041
    
    
    $
    35,236Basic and diluted net income per limited partner unit:Common units
    
    $
    0.38
    
    
    $
    0.42
    
    
    $
    1.14
    
    
    $
    1.05Subordinated units
    
    $
    0.38
    
    
    $
    0.42
    
    
    $
    1.14
    
    
    $
    1.05Weighted average number of units outstanding:Common units
    
    
    22,607,430
    
    
    
    22,605,668
    
    
    
    22,607,430
    
    
    
    22,605,489Subordinated units
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
  4




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##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,911
    
    
    $
    7,760Prepaid expense
    
    
    323
    
    
    
    184Total current assets
    
    
    8,234
    
    
    
    7,944Investment in Northwest Pipeline GP
    
    
    420,030
    
    
    
    414,069Total assets
    
    $
    428,264
    
    
    $
    422,013LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    492
    
    
    $
    671Affiliate
    
    
    473
    
    
    
    424Total current liabilities
    
    
    965
    
    
    
    1,095Contingent liabilities and commitmentsPartners capital
    
    
    427,299
    
    
    
    420,918Total liabilities and partners capital
    
    $
    428,264
    
    
    $
    422,013
  5




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##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months EndedSeptember 30,2009
    
    
    2008(Thousands of dollars)(Unaudited)OPERATING ACTIVITIES:Net income
    
    $
    37,695
    
    
    $
    38,585Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP
    
    
    (40,016
    )
    
    
    (40,278
    )Distributions related to equity earnings from investment in Northwest Pipeline GP
    
    
    35,000
    
    
    
    30,605Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (95
    )Other current assets
    
    
    (139
    )
    
    
    (243
    )Accounts payable
    
    
    (130
    )
    
    
    1,054Other
    
    
    13
    
    
    
    101Net cash provided by operating activities
    
    
    32,423
    
    
    
    29,729INVESTING 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 to unitholders and general partner
    
    
    (33,394
    )
    
    
    (24,107
    )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
    
    
    1,122
    
    
    
    867Net cash (used) provided by financing activities
    
    
    (32,272
    )
    
    
    278,463Increase in cash and cash equivalents
    
    
    151
    
    
    
    7,292Cash and cash equivalents at beginning of period
    
    
    7,760
    
    
    
    Cash and cash equivalents at end of period
    
    $
    7,911
    
    
    $
    7,292SCHEDULE OF NONCASH FINANCING ACTIVITIES:Contribution of 19.1% in Northwest Pipeline GP
    
    $
    
    
    
    $
    (115,020
    )Issuance of units to Williams Pipeline GP LLC
    
    
    
    
    
    
    115,020
  6




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##### Table of Contents



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
    
    
    25,622
    
    
    
    12,419
    
    
    
    (346
    )
    
    
    
    
    
    
    37,695Other comprehensive income:Net unrealized gain on cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )
    
    
    (16
    )Pension benefits:Amortization of net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    941
    
    
    
    941Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    21Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    946Cash distributions
    
    
    (22,042
    )
    
    
    (10,684
    )
    
    
    (668
    )
    
    
    
    
    
    
    (33,394
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    
    
    
    
    1,122
    
    
    
    
    
    
    
    1,122Other
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Balance  September 30, 2009
    
    $
    290,861
    
    
    $
    140,570
    
    
    $
    8,785
    
    
    $
    (12,917
    )
    
    $
    427,299
  7




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##### Table of Contents



WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1. Organization and Basis of Presentation
       8




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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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars, except per-unit amounts)Allocation to general partner:Net income
    
    $
    12,480
    
    
    $
    13,863
    
    
    $
    37,695
    
    
    $
    34,583Charges direct to general partner:Reimbursable general administrative costs
    
    
    378
    
    
    
    503
    
    
    
    1,122
    
    
    
    1,372Income subject to 2% allocation of general partner interest
    
    
    12,858
    
    
    
    14,366
    
    
    
    38,817
    
    
    
    35,955General 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
    
    
    257
    
    
    
    287
    
    
    
    776
    
    
    
    719Incentive distributions paid to general partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Direct charges to general partner
    
    
    (378
    )
    
    
    (503
    )
    
    
    (1,122
    )
    
    
    (1,372
    )Net loss allocated to general partner
    
    $
    (121
    )
    
    $
    (216
    )
    
    $
    (346
    )
    
    $
    (653
    )Net income
    
    $
    12,480
    
    
    $
    13,863
    
    
    $
    37,695
    
    
    $
    34,583Net loss allocated to general partner
    
    
    (121
    )
    
    
    (216
    )
    
    
    (346
    )
    
    
    (653
    )Net income allocated to limited partners
    
    $
    12,601
    
    
    $
    14,079
    
    
    $
    38,041
    
    
    $
    35,236
    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
    
    
    0.3300
    
    
    
    7,461
    
    
    
    3,616
    
    
    
    226
    
    
    
    
    
    
    
    11,30311/13/2009(a)
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    (b)
    
    
    11,497
 
 (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.(b)
    
    The declared distribution amount of $0.335 per unit falls within the Partnerships second
target distribution level, which triggers the payment of incentive distributions. 9




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 3. Credit Agreement
  Note 4. Related Party Transactions
   Note 5. Comprehensive Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars)Net income
    
    $
    12,480
    
    
    $
    13,863
    
    
    $
    37,695
    
    
    $
    38,585Reclassification of cash flow hedge gain into earnings
    
    
    (5
    )
    
    
    (6
    )
    
    
    (16
    )
    
    
    (15
    )Pension benefits:Amortization of net actuarial loss
    
    
    315
    
    
    
    124
    
    
    
    941
    
    
    
    332Amortization of prior service cost
    
    
    7
    
    
    
    7
    
    
    
    21
    
    
    
    19Total comprehensive income
    
    $
    12,797
    
    
    $
    13,988
    
    
    $
    38,641
    
    
    $
    38,921
 Note 6. Equity Investments
  Northwest
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Thousands of dollars)Revenues
    
    $
    106,615
    
    
    $
    108,542
    
    
    $
    325,919
    
    
    $
    322,397Operating expenses
    
    
    57,470
    
    
    
    55,500
    
    
    
    176,609
    
    
    
    173,513Other income, net
    
    
    1,146
    
    
    
    507
    
    
    
    1,786
    
    
    
    1,246Interest charges
    
    
    12,031
    
    
    
    12,313
    
    
    
    36,766
    
    
    
    35,051Net income
    
    $
    38,260
    
    
    $
    41,236
    
    
    $
    114,330
    
    
    $
    115,079
 10




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 7. Disclosures About the Fair Value of Financial Instruments
  Cash and cash equivalents
 11




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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.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
 12




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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 cases. FERC approval is expected by the end of 2009.
 Northwests Results of Operations
  Analysis of Financial Results
  Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
    Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
  13




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Operating Statistics
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008(In Trillion British Thermal Units)Total Throughput(1)
    
    
    166
    
    
    
    179
    
    
    
    563
    
    
    
    570Average Daily Transportation Volumes
    
    
    1.8
    
    
    
    2.0
    
    
    
    2.1
    
    
    
    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
    
    
    
    0.6
    
    
    
    0.5
    
    
    
    0.7
 
 (1)
    
    Parachute Lateral volumes of 6 trillion British thermal units (TBtu) and 49 TBtu for the
three and nine months ended September 30, 2009, respectively, and 26 TBtu and 75 TBtu for the
three and nine months ended September 30, 2008, respectively, are excluded from total
throughput as these volumes flowed 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
   14




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Sources (Uses) of Cash
 Nine Months EndedSeptember 30,2009
    
    
    2008(Thousands of dollars)Net cash provided (used) by:Operating activities
    
    $
    194,567
    
    
    $
    190,331Financing activities
    
    
    (66,365
    )
    
    
    (94,714
    )Investing activities
    
    
    (128,169
    )
    
    
    (95,863
    )Increase (decrease) in cash and cash equivalents
    
    $
    33
    
    
    $
    (246
    )
 Operating Activities
  Financing Activities
  Investing Activities
  Method of Financing
 Working Capital
    Short-Term Liquidity
  15




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##### Table of Contents



Credit Agreement
   Capital Requirements
    Credit Ratings
  Moodys Investors Service
    
    Baa2Standard and Poors
    
    BBB-Fitch Ratings
    
    BBB
   16




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##### Table of Contents



Other
 Off-Balance Sheet Arrangements
  Impact of Inflation
  Environmental Matters
   17




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##### Table of Contents



Safety Matters
 Pipeline Integrity Regulations.
 Legal Matters
  Summary
  Conclusion
  Capital Resources and Liquidity of Williams Pipeline Partners L.P.
    18




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##### Table of Contents



Northwest Distributions
  Capital Contributions
  Credit Agreement
  Cash Distributions to Unitholders
  Conclusion
  19




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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
  Third-Quarter 2009 Changes in Internal Controls
  20




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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.
    21




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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.
   22




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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).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 23




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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  24




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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).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 25