UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
20549


____________________




Form 10-Q


(Mark
One)


R
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2009OR£
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF
      1934For
      the transition period
      fromto




Commission
File Number 1-33825
  El
Paso Pipeline Partners, L.P.


(Exact
Name of Registrant as Specified in Its Charter)


Delaware
                26-0789784(State
      or Other Jurisdictionof
      Incorporation or Organization)
                (I.R.S.
      EmployerIdentification
      No.)El
      Paso Building1001
      Louisiana Street
                  Houston,
      Texas
                77002(Address
      of Principal Executive Offices)
                (Zip
      Code)
 
 Telephone
Number: (713) 420-2600
 Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past
90 days.  YesR   No £
  Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).   Yes £   No £
 
 Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or
a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
  Large accelerated
      filer o
                    Accelerated
      filer þ
                    Non-accelerated
      filer o
                      (Do
      not check if a smaller reporting company)
                    Smaller Reporting
      Companyo
 
 Indicate by check
mark whether the registrant is a shell company(as defined
in Rule 12b-2 of the Exchange Act). Yes o Noþ
  There were
84,965,923 Common Units, 27,727,411 Subordinated Units and 2,299,526 General
Partner Units outstanding as of May 6,
2009:














EL
PASO PIPELINE PARTNERS, L.P.


TABLE
OF CONTENTS




Caption
            
            PagePART I —
      Financial InformationItem
      1.
            Financial
      Statements
            1Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            9Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            15Item
      4.
            Controls and
      Procedures
            15PART
      II — Other InformationItem
      1.
            Legal
      Proceedings
            16Item
      1A.
            Risk
      Factors
            16Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            16Item
      3.
            Defaults Upon
      Senior Securities
            16Item
      4.
            Submission of
      Matters to a Vote of Security Holders
            16Item
      5.
            Other
      Information
            16Item
      6.
            Exhibits
            17Signatures
            18







Below is a list of
terms that are common to our industry and used throughout this
document:


/d
              = per
      day
              BBtu = billion
      British thermal units
   When we refer
      to cubic feet measurements, all measurements are at a pressure of
      14.73 pounds per square inch.
  When we refer
      to “us”, “we”, “our”, “ours”, we are describing El Paso Pipeline Partners,
      L.P. and/or our subsidiaries.






















i





PART
I – FINANCIAL INFORMATION




Item
1. Financial Statements




EL
PASO PIPELINE PARTNERS, L.P.




CONDENSED
CONSOLIDATED STATEMENTS OF INCOME


(In
millions, except per unit amounts)


(Unaudited)





Quarter
      Ended
              March
      31,2009
            
            
            2008Operating
      revenues
            
            $
            39.7
            
            
            $
            33.7Operating
      expensesOperation and
      maintenance
            
            
            9.6
            
            
            
            8.2Depreciation
      and amortization
            
            
            7.0
            
            
            
            6.2Taxes, other
      than income taxes
            
            
            1.2
            
            
            
            1.117.8
            
            
            
            15.5Operating
      income
            
            
            21.9
            
            
            
            18.2Earnings from
      unconsolidated affiliates
            
            
            29.0
            
            
            
            15.1Other income
      (expense), net
            
            
            0.2
            
            
            
            (0.1
            )Interest and
      debt expense, net
            
            
            (5.1
            )
            
            
            (5.6
            )Net
      income
            
            $
            46.0
            
            
            $
            27.6Net income
      per limited partner unit — Basic and Diluted:Common
      units
            
            $
            0.40
            
            
            $
            0.32Subordinated
      units
            
            $
            0.40
            
            
            $
            0.32








































See accompanying
notes.




1


El
PASO PIPELINE PARTNERS, L.P.




CONDENSED
CONSOLIDATED BALANCE SHEETS


(In
millions, except units)


(Unaudited)




March
      31,
            
            
            December
      31,2009
            
            
            2008ASSETSCurrent
      assetsCash and cash
      equivalents
            
            $
            1.2
            
            
            $
            10.9Accounts
      receivableCustomer, net
      of allowance of $0.5 in 2009 and 2008
            
            
            13.9
            
            
            
            13.7Affiliates
            
            
            21.7
            
            
            
            21.5Other
            
            
            —
            
            
            
            1.8Regulatory
      assets
            
            
            8.2
            
            
            
            10.1Other
            
            
            4.0
            
            
            
            4.1Total current
      assets
            
            
            49.0
            
            
            
            62.1Property,
      plant and equipment, at cost
            
            
            875.5
            
            
            
            867.6Less
      accumulated depreciation and amortization
            
            
            228.1
            
            
            
            221.3Total property,
      plant and equipment, net
            
            
            647.4
            
            
            
            646.3Other
      assetsInvestment in
      unconsolidated affiliates
            
            
            718.5
            
            
            
            715.9Other
            
            
            10.1
            
            
            
            10.3728.6
            
            
            
            726.2Total
      assets
            
            $
            1,425.0
            
            
            $
            1,434.6LIABILITIES
      AND PARTNERS’ CAPITALCurrent
      liabilitiesAccounts
      payable and accrued liabilitiesTrade
            
            $
            2.8
            
            
            $
            6.6Affiliates
            
            
            3.2
            
            
            
            2.1Other
            
            
            2.1
            
            
            
            4.5Accrued
      interest
            
            
            0.4
            
            
            
            3.6Taxes
      payable
            
            
            1.6
            
            
            
            1.8Contractual
      deposits
            
            
            1.8
            
            
            
            1.7Other
            
            
            1.1
            
            
            
            1.1Total current
      liabilities
            
            
            13.0
            
            
            
            21.4Other
      liabilitiesLong-term
      financing obligations, including capital lease obligation
            
            
            767.2
            
            
            
            777.3Other
      liabilities
            
            
            1.4
            
            
            
            1.5768.6
            
            
            
            778.8Commitments
      and contingencies (Note 5)Partners’
      capitalCommon units
      (84,965,923 and 84,970,498 units issued and outstandingat
              March 31, 2009
      and December 31, 2008)
            
            
            1,071.4
            
            
            
            1,064.8Subordinated
      units (27,727,411 units issued and outstandingat
              March
      31, 2009 and December 31, 2008)
            
            
            291.6
            
            
            
            289.4General partner
      units (2,299,526 units issued and outstandingat
              March
      31, 2009 and December 31, 2008)
            
            
            (719.6
            )
            
            
            (719.8
            )Total partners’
      capital
            
            
            643.4
            
            
            
            634.4Total
      liabilities and partners’ capital
            
            $
            1,425.0
            
            
            $
            1,434.6








2


El
PASO PIPELINE PARTNERS, L.P.





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(In
millions)


(Unaudited)





Quarter
      Ended
              March
      31,2009
            
            
            2008Cash flows
      from operating activitiesNet
      income
            
            $
            46.0
            
            
            $
            27.6Adjustments to
      reconcile net income to net cash from operating activitiesDepreciation
      and amortization
            
            
            7.0
            
            
            
            6.2Earnings from
      unconsolidated affiliates, adjusted for cash distributions
            
            
            (2.8
            )
            
            
            (11.5
            )Other non-cash
      income items
            
            
            (0.3
            )
            
            
            (0.4
            )Asset and
      liability changes
            
            
            (3.7
            )
            
            
            (3.0
            )Net cash
      provided by operating activities
            
            
            46.2
            
            
            
            18.9Cash flows
      from investing activitiesCapital
      expenditures
            
            
            (9.1
            )
            
            
            (43.0
            )Other
            
            
            0.1
            
            
            
            (0.1
            )Net cash used
      in investing activities
            
            
            (9.0
            )
            
            
            (43.1
            )Cash flows
      from financing activitiesNet proceeds
      from (payments on) borrowings under credit facility
            
            
            (10.0
            )
            
            
            40.0Payments to
      retire long-term debt, including capital lease obligations
            
            
            (0.1
            )
            
            
            (0.1
            )Distributions
            
            
            (36.8
            )
            
            
            (11.1
            )Net cash
      provided by (used in) financing activities
            
            
            (46.9
            )
            
            
            28.8Net change in
      cash and cash equivalents
            
            
            (9.7
            )
            
            
            4.6Cash and cash
      equivalentsBeginning of
      period
            
            
            10.9
            
            
            
            4.6End of
      period
            
            $
            1.2
            
            
            $
            9.2
























3








El
PASO PIPELINE PARTNERS, L.P.




NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




1.
Basis of Presentation and Significant Accounting Policies




Basis
of Presentation




We prepared this
Quarterly Report on Form 10-Q under the rules and regulations of the United
States Securities and Exchange Commission (SEC). Because this is an interim
period filing presented using a condensed format, it does not include all the
disclosures required by U.S. generally accepted accounting principles (GAAP).
You should read this Quarterly Report on Form 10-Q along with our 2008 Annual
Report on Form 10-K, which contains a summary of our significant accounting
policies and other disclosures. The financial statements as of March 31, 2009,
and for the quarters ended March 31, 2009 and 2008, are unaudited. We derived
the consolidated balance sheet as of December 31, 2008, from the audited balance
sheet filed in our 2008 Annual Report on Form 10-K. In our opinion, we have made
all adjustments, which are of a normal recurring nature, to fairly present our
interim period results. Due to the seasonal nature of our business, information
for interim periods may not be indicative of our operating results for the
entire year.




Significant
Accounting Policies




The information
below provides an update of our significant accounting policies and accounting
pronouncements as discussed in our 2008 Annual Report on Form 10-K.




Fair
Value Measurements. On January 1, 2009, we adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 157,Fair Value Measurements, for our non-financial assets and liabilities
that are not measured at fair value on a recurring basis, which primarily
relates to any impairment of long-lived assets or investments. During the
quarter ended March 31, 2009, there were no fair value measurements recorded on
a non-recurring basis.




Earnings
per Unit.On January 1, 2009, we adopted the provisions of Emerging
Issues Task Force (EITF) Issue No. 07-4, Application
of the Two-Class Method under FASB
Statement No. 128 to Master Limited Partnerships, and haveretrospectively
applied this guidance to all periods presented as further discussed in Note
3.




Business
Combinations and Noncontrolling Interests.On January 1, 2009, we adopted
SFAS No. 141(R), Business
Combinations, and SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, which provide revised
guidance on the accounting for acquisitions of businesses and transactions
involving noncontrolling interests.  SFAS No. 141(R) changes the
current guidance to require that all acquired assets, liabilities,
noncontrolling interests and certain contingencies be measured at fair value,
and certain other acquisition-related costs be expensed rather than
capitalized. SFAS No. 160 requires that all transactions with
noncontrolling interest holders, including the issuance and repurchase of
noncontrolling interests, be accounted for as equity transactions unless a
change in control of the subsidiary occurs. The adoption of these standards did
not have an impact on our financial statements.  Application of these
standards will impact transactions that are entered into after December 31,
2008.




2.
Acquisition




Acquisition
of Additional Interests in CIG and SNG.On September 30, 2008, we
acquired an additional30 percent general
partner interest in Colorado Interstate Gas Company (CIG) and an additional 15
percent general partner interest in Southern Natural Gas Company (SNG) from El
Paso Corporation (El Paso) for $736 million. The consideration paid to El Paso
consisted of the issuance of 26,888,611 common units, 566,563 general partner
units, a $10 million note payable and $254 million of cash. We financed the $254
million cash payment through the issuance of $175 million of private placement
debt, $65 million from our revolving credit facility and the issuance of873,000 common
units to private investors for $15 million.  With the issuance of the
additional units, El Paso retained its two percent general partnership interest
in us, and increased its limited partner interest in us from65 percent to 72
percent.




4


Since the
transaction was between entities under common control, we recorded these
additional interests in CIG and SNG at their historical cost of $474 million and
the difference between historical cost and the cash and note payable
consideration paid to El Paso as an increase to partners’ capital. We accounted
for these transactions prospectively beginning with the date of acquisition and
will continue to utilize the equity method of accounting for our total
investments in CIG and SNG.  We reflect our proportionate share of the
operating results of CIG and SNG as earnings from unconsolidated affiliates in
our financial statements.




The following
summary unaudited pro forma consolidated results of operations for the quarter
ended March 31, 2008, reflect our historical revenues, net income and net income
per unit (adjusted for the adoption of EITF Issue No. 07-4) on a pro forma
basis assuming the acquisition of additional interests in CIG and SNG, and
directly related conveyance and financing transactions occurred effective
January 1, 2008. For purposes of pro forma earnings per unit, 84,949,397 common
units and 27,727,411 subordinated units were assumed to have been outstanding
for the quarter ended March 31, 2008. Pro forma net income per unit calculations
are performed without regard to arrearages of distributions. The unaudited pro
forma financial information is not necessarily indicative of the operating
results that would have occurred had the acquisition been made on January 1,
2008, nor are they necessarily indicative of future operating
results.





Quarter
      Ended
              March 31, 2008(In
      millions, except for
              per
      unit amounts)Revenues
            
            $
            33.7Net
      income
            
            
            51.2Net income
      per limited partner unit — Basic and Diluted:Common
      units
            
            
            0.45Subordinated
      units
            
            
            0.45





3.
Earnings Per Unit and Cash Distributions




Earnings
per unit.During the first quarter of 2009, we adopted the provisions of
EITF Issue No. 07-4, Application
of the Two-Class Method under FASB
Statement No. 128 to Master Limited Partnerships,which changes the
manner in which master limited partnerships calculate net income per unit. This
standard requires the calculation of net income per unit based on actual
distributions made to a master limited partnership’s unitholders, including the
holders of incentive distribution rights (IDRs), for the related reporting
period. Additionally, to the extent net income exceeds cash distributions, the
excess is allocated to unitholders based on their contractual participation
rights to share in those earnings as if all of the earnings for the period had
been distributed. If cash distributions exceed net income, the excess
distributions are allocated proportionately to all participating units
outstanding based on their respective ownership percentages. We have
retrospectively applied this guidance to all periods presented, the adoption of
which did not have an impact on our net income per limited partner unit for the
quarter ended March 31, 2008.




Net income per
limited partner unit is computed by dividing the limited partners’ interest in
net income by the weighted average number of limited partner units outstanding.
Diluted earnings per limited partner unit reflects the potential dilution that
could occur if securities or other agreements to issue common units were
exercised, settled or converted into common units. As of March 31, 2009 and
2008, we had 13,717 and 6,250 restricted units outstanding. A portion of the
restricted units outstanding as of March 31, 2009 were dilutive. None of the
restricted units outstanding as of March 31, 2008 were dilutive.




The tables below
show the (i) allocation of net income and the (ii) net income per limited
partner unit based on the number of basic and diluted limited partner units
outstanding for the quarters ended March 31, 2009 and 2008.





Allocation
of Net Income


2009
            
            
            2008(In
      millions)Net
      income
            
            $
            46.0
            
            
            $
            27.6Less: general
      partner’s interest in net income
            
            
            0.9
            
            
            
            0.6Limited
      partners’ interest in net income — common and subordinated
            
            $
            45.1
            
            
            $
            27.0




5


Net
Income per Limited Partner Unit




2009
            
            
            2008Common
            
            
            Subordinated
            
            
            Common
            
            
            Subordinated(In
      millions, except for per unit amounts)Distributions
      (1)
            
            $
            27.6
            
            
            $
            9.0
            
            
            $
            16.4
            
            
            $
            8.0Excess of net
      income over distributions
            
            
            6.4
            
            
            
            2.1
            
            
            
            1.8
            
            
            
            0.8Limited
      partners’ interest in net income
            
            $
            34.0
            
            
            $
            11.1
            
            
            $
            18.2
            
            
            $
            8.8Weighted
      average limited partner units
              outstanding —
      Basic and Diluted
            
            
            85.0
            
            
            
            27.7
            
            
            
            57.2
            
            
            
            27.7Net income
      per limited partner unit— Basic and
      Diluted
            
            $
            0.40
            
            
            $
            0.40
            
            
            $
            0.32
            
            
            $
            0.32


____________


(1)
Reflects distributions declared to our unitholders of $0.325 and $0.2875 per
unit for the quarters ended March 31, 2009 and 2008.




Cash
Distributions to Partners.In February 2009, we made a distribution to
our unitholders of $36.8 million (or $0.32 per unit) related to the quarter
ended December 31, 2008. On April 21, 2009, the board of directors of our
general partner declared a distribution to unitholders of $37.3 million (or
$0.325 per unit) for the first quarter of 2009, which will be paid on May
15, 2009 to all unitholders of record at the close of business on May 1, 2009.
On April 21, 2008, the board of directors of our general partner declared a
distribution to unitholders of $24.9 million (or $0.2875 per unit) for the first
quarter of 2008, which was paid on May 15, 2008 to all
unitholders.




Subordinated
units and incentive distribution rights.All of our subordinated units
and IDRs are held by a wholly owned subsidiary of El Paso and are further
described in our 2008 Annual Report on Form 10-K.




4.
Long-Term Financing Obligations




As of March 31,
2009, we have approximately $575 million outstanding under our revolving credit
facility, and our remaining availability under this facility was approximately
$160 million. In determining our available capacity, we have assessed our
lender's ability to fund under our various credit facilities.  These
borrowings have an interest rate of LIBOR plus 0.425 based on a leverage pricing
grid. We also pay utilization and commitment fees of 0.225 percent. At March 31,
2009, our all-in borrowing rate under this facility was 1.2 percent. For a
further discussion of our credit facility and other long-term financing
obligations, see our 2008 Annual Report on Form 10-K.




5.
Commitments and Contingencies




Legal
Proceedings




WIC
Line 124A Rupture. On November 11, 2006, a bulldozer driver ran into and
ruptured Wyoming Interstate Company, Ltd. (WIC) Line 124A near Cheyenne, Wyoming
resulting in an explosion and fire, and the subsequent death of the driver. The
driver was working for a construction company hired by Rockies Express Pipeline,
LLC to construct its new pipeline in a corridor substantially parallel to WIC’s
Line 124A. The Department of Transportation’s Pipeline and Hazardous Materials
Safety Administration (PHMSA) conducted an investigation into the incident, with
which we fully cooperated. In March 2008, we received from PHMSA a Notice of
Probable Violation with a proposed fine of $3.4 million. In October 2008, a
hearing was held at which we contested the proposed fine. We have completed the
post-hearing briefing and PHMSA has taken the matter under consideration. We
expect to receive a final order in 2009.








6


In addition to the
above proceeding, we and our subsidiaries and affiliates are named defendants in
numerous lawsuits and governmental proceedings that arise in the ordinary course
of our business. For each of these matters, we evaluate the merits of the case,
our exposure to the matter, possible legal or settlement strategies and the
likelihood of an unfavorable outcome. If we determine that an unfavorable
outcome is probable and can be estimated, we establish the necessary accruals.
While the outcome of these matters, including those discussed above, cannot be
predicted with certainty, and there are still uncertainties related to the costs
we may incur, based upon our evaluation and experience to date, we believe we
have established appropriate reserves for these matters. It is possible that new
information or future developments could require us to reassess our potential
exposure related to these matters and adjust our accruals accordingly, and these
adjustments could be material. As ofMarch 31, 2009, we
accrued approximately $1.2 million for our outstanding legal
matters.




Regulatory
Matter




Fuel
Recovery Mechanism.Effective April 1, 2008, WIC implemented a Federal
Energy Regulatory Commission (FERC)-approved fuel and related gas cost recovery
mechanism which is designed to recover all cost impacts, or flow through to
shippers any revenue impacts, of certain imbalance revaluations and related gas
balance items. The first annual filing to contain the cost and revenue true-up
mechanism was filed in October 2008.  The implementation of the mechanism
was protested by a limited number of shippers.  In November 2008, a
technical conference was held to discuss the mechanism.  A final order on
the filing has not yet been issued.




Greenhouse
Gas (GHG) Emissions. Legislative and regulatory measures to address GHG
emissions are in various phases of discussions or implementation at the
international, national, regional and state levels. In the United States, it is
likely that federal legislation requiring GHG controls will be enacted in the
next few years. In addition, the United States Environmental Protection Agency
(EPA) is considering initiating a rulemaking to regulate GHGs under the Clean
Air Act. Furthermore, the EPA recently issued proposed regulations requiring
monitoring and reporting requirements of GHG emissions on an annual basis
economy wide, including extensive new monitoring and reporting requirements
applicable to our industry. The EPA has also recently proposed findings that
GHGs in the atmosphere endanger public health and welfare, and that emissions
from mobile sources cause or contribute to GHGs in the atmosphere. These
proposed findings, if finalized as proposed, would not immediately affect our
operations, but standards eventually promulgated pursuant to these findings
could affect our operations and ability to obtain air permits for new or
modified facilities. Legislation and regulation are also in various stages of
discussions or implementation in many of the states in which we operate.
Lawsuits have been filed seeking to force the federal government to regulate GHG
emissions under the Clean Air Act and to require individual companies to reduce
GHG emissions from their operations. These and other lawsuits may result in
decisions by state and federal courts and agencies that could impact our
operations and ability to obtain certifications and permits to construct future
projects. Our costs and legal exposure related to GHG regulations are not
currently determinable.




6.
Investments in Unconsolidated Affiliates and Transactions with
Affiliates




Investments
in Unconsolidated Affiliates




On September 30,
2008, we acquired an additional 30 percent general partner interest in CIG and
an additional 15 percent general partner interest in SNG from El Paso, as
further discussed in Note 2. The acquisition increased our general partner
interest in CIG to 40 percent and our general partner interest in SNG to 25
percent. Our proportionate share of the operating results of CIG and SNG has
been reflected as earnings from unconsolidated affiliates since the date the
respective interests were acquired.







7


The information
below related to our unconsolidated affiliates reflects our net investment and
earnings we recorded from these investments and summarized financial information
of our proportionate share of these investments.





Net
Investment and Earnings





Investment
            
            
            Earnings
      from
              Unconsolidated AffiliatesMarch
      31,
            
            
            December
      31,
            
            
            Quarter Ended March 31,2009
            
            
            2008
            
            
            2009
            
            
            2008(In
      millions)
            
            
            (In
      millions)CIG
            
            $
            321.1
            
            
            $
            322.1
            
            
            $
            16.5
            
            
            $
            5.7SNG
            
            
            397.4
            
            
            
            393.8
            
            
            
            12.5
            
            
            
            9.4Total
            
            $
            718.5
            
            
            $
            715.9
            
            
            $
            29.0
            
            
            $
            15.1





Summarized
Financial Information


CIG
              
              
              SNGQuarter Ended
      March 31,
              
              
              Quarter Ended
      March 31,2009
              
              
              2008
              
              
              2009
              
              
              2008(In
      millions)
              
              
              (In
      millions)Operating
      results data:Operating
      revenues
              
              $
              38.9
              
              
              $
              9.0
              
              
              $
              31.6
              
              
              $
              16.3Operating
      expenses
              
              
              18.5
              
              
              
              3.3
              
              
              
              15.5
              
              
              
              6.2Income
      from continuing operations and net income
              
              
              16.5
              
              
              
              5.7
              
              
              
              12.5
              
              
              
              9.4





Transactions
with Affiliates




Distributions/Contributions.We received cash distributions from CIG and SNG of $17.4 million and
$8.8 million during the quarter ended March 31, 2009 and $1.5 million and
$2.0 million during the quarter ended March 31, 2008. In April 2009, we received
distributions from CIG and SNG of $15.9 million and
$12.3 million.




Affiliate
Revenues and Expenses.We enter into transactions with our affiliates
within the ordinary course of business. For a further discussion of our
affiliated transactions, see our 2008 Annual Report on Form 10-K. The following
table shows revenues and charges from our affiliates for the quarters ended
March 31:





Quarter Ended March 31,2009
            
            
            2008(In
      millions)Revenues from
      affiliates
            
            $
            2.8
            
            
            $
            2.8Operation and
      maintenance expense from affiliates
            
            
            4.0
            
            
            
            3.5





Notes
Receivable and Payable with Affiliates.At March 31, 2009 and December
31, 2008, we had $20.2 million remaining on our note receivable from El Paso.
This note is due upon demand and was classified as current on our balance sheet.
The interest rate on this variable rate note was 1.7% at March 31, 2009 and 3.2%
at December 31, 2008. We also have a note payable to El Paso recorded
as long-term debt on our balance sheet with $10.0 million outstanding at March
31, 2009 and December 31, 2008. For a further discussion of our notes receivable
and payable with affiliates, see our 2008 Annual Report on Form
10-K.




Other.As of March 31, 2009 and December 31, 2008, we had net contractual, gas
imbalance, and trade payables, as well as other liabilities with our affiliates
arising in the ordinary course of business of approximately $3.2 million and
$2.1 million.




We lease a
compressor station from CIG’s affiliate, WYCO Development LLC (WYCO), and made
$0.3 million and $0.4 million of lease payments to WYCO during the
quarters ended March 31, 2009 and 2008.







8


Item
2.   Management’s Discussion and Analysis of Financial Condition and
Results of Operations




The information
contained in Item 2 updates, and should be read in conjunction with, information
disclosed in our 2008 Annual Report on Form 10-K, and our financial statements
and notes presented in Item 1 of this Quarterly Report on Form
10-Q.




Overview




Effective September
2008, we acquired from El Paso an additional 30 percent interest in CIG and an
additional 15 percent interest in SNG, as further discussed in Item 1, Financial
Statements, Note 2. We accounted for the acquisition of our additional interests
prospectively beginning on September 30, 2008. As of March 31, 2009, we own 100
percent of WIC, a 40 percent general partner interest in CIG and a 25 percent
general partner interest in SNG.




We intend to grow
our business through organic expansion opportunities and through strategic asset
acquisitions from third parties, El Paso or both. As of March 31, 2009, each of
WIC, CIG and SNG have significant expansion projects in progress as further
discussed in our 2008 Annual Report
on Form 10-K.  During the first quarter of 2009, CIG agreed with its
customer to defer the in-service date for the Raton 2010 project from June
2010 to December 2010.




For a further
discussion of the capital requirements of us and our unconsolidated affiliates,
see Liquidity
and Capital Resourcesbelow.



































9


Results
of Operations




Our management uses
earnings before interest expense and income taxes (EBIT) as a measure to assess
the operating results and effectiveness of our businesses, which consists of
consolidated operations as well as investments in unconsolidated affiliates. We
believe EBIT is useful to our investors because it allows them to evaluate more
effectively our operating performance using the same performance measure
analyzed internally by our management. We define EBIT as net income adjusted for
(i) items that do not impact our income from continuing operations, (ii)
interest and debt expense, net, and (iii) income taxes. We exclude interest and
debt expense from this measure so that investors may evaluate our operating
results without regard to our financing methods. EBIT may not be comparable to
measurements used by other companies. Additionally, EBIT should be considered in
conjunction with net income and other performance measures such as operating
income or operating cash flows. Below is a reconciliation of our EBIT to net
income, our throughput volumes and an analysis and discussion of our results for
the quarter ended March 31, 2009 compared with the same period in
2008.




Operating
Results:




2009
            
            
            2008(In
      millions, except for volumes)Operating
      revenues
            
            $
            39.7
            
            
            $
            33.7Operating
      expenses
            
            
            17.8
            
            
            
            15.5Operating
      income
            
            
            21.9
            
            
            
            18.2Earnings from
      unconsolidated affiliates
            
            
            29.0
            
            
            
            15.1Other income
      (expense), net
            
            
            0.2
            
            
            
            (0.1
            )EBIT
            
            
            51.1
            
            
            
            33.2Interest and
      debt expense, net
            
            
            (5.1
            )
            
            
            (5.6
            )Net
      income
            
            $
            46.0
            
            
            $
            27.6WIC throughput volumes
      (BBtu/d)(1)
            
            
            2,705
            
            
            
            2,418


____________


(1)
            Throughput
      volumes presented are for WIC only and includes 174 BBtu/d and 177 BBtu/d
      transported by WIC on behalf of CIG for the periods ended March 31, 2009
      and 2008.




EBIT
Analysis:




Revenue
            
            
            Expense
            
            
            Other
            
            
            EBIT
              ImpactFavorable/(Unfavorable)(In
      millions)Transportation
      revenues
            
            $
            3.1
            
            
            $
            —
            
            
            $
            —
            
            
            $
            3.1Expansions
            
            
            2.9
            
            
            
            (0.7
            )
            
            
            (0.1
            )
            
            
            2.1Operational
      gas and revaluations
            
            
            —
            
            
            
            (2.5
            )
            
            
            —
            
            
            
            (2.5
            )Earnings from
      unconsolidated affiliates
            
            
            —
            
            
            
            —
            
            
            
            13.9
            
            
            
            13.9Other(1)
            
            
            —
            
            
            
            0.9
            
            
            
            0.4
            
            
            
            1.3Total impact
      on EBIT
            
            $
            6.0
            
            
            $
            (2.3
            )
            
            $
            14.2
            
            
            $
            17.9


____________


(1)
            Consists
      of individually insignificant
items.




Transportation
Revenues.For the quarter ended March 31, 2009, we experienced higher
revenues as a result of increased demand for firm capacity on WIC’s mainline
system and Medicine Bow lateral and increased resale of capacity on a
third-party pipeline compared with the same period in
2008.




Expansions.During the quarter ended March 31, 2009, we benefited from increased
revenues and throughput volumes due to projects placed in service throughout
2008 including the Kanda lateral project and Medicine Bow expansion, as well as
increased contracted capacity on the Piceance
lateral.




10





Operational
gas and revaluations.During the first quarter of 2008, we benefited from
increasing natural gas prices on fuel and related gas balance items owed from
shippers and other interconnecting pipelines. Effective April 2008, WIC
implemented a FERC-approved fuel and related gas cost recovery mechanism, which
is expected to reduce earnings volatility resulting from these items over
time. For a further discussion of WIC’s fuel recovery mechanism, see Item
1, Financial Statements, Note 5.




Earnings
from Unconsolidated Affiliates.For the quarter ended March 31, 2009, we
recorded equity earnings of $16.5 million from CIG and $12.5 million from SNG,
compared to equity earnings of $5.7 million from CIG and $9.4 million from SNG
for same period in 2008. Our equity earnings increased primarily due to the
acquisition of an additional 30 percent general partner interest in CIG and an
additional 15 percent general partner interest in SNG from El Paso on September
30, 2008, partially offset by proceeds received by SNG from the Calpine
bankruptcy settlement in 2008.




In March 2009, SNG
filed a rate case with the FERC as permitted under the settlement of its
previous rate case. The filing proposed an increase in SNG’s base tariff
rates.  In April 2009, the FERC issued an order accepting the proposed
rates effective September 1, 2009, subject to refund and the outcome of a
hearing and a technical conference on certain tariff proposals. The FERC
appointed an administrative law judge who will decide the rate case issues
should SNG be unable to reach a settlement with its customers.




Interest
and Debt Expense




Interest and debt
expense for the quarter ended March 31, 2009, was $0.5 million lower than the
same period in 2008 primarily due a lower average interest rate on our credit
facility borrowings, which decreased from 4.5% in 2008 to 0.9% for the same
period in 2009. This decrease was partially offset by the issuance of $175.0
million of senior unsecured notes and a $10.0 million note payable to El Paso as
partial funding for the acquisition of additional interests in CIG and SNG in
September 2008 and an increase in the average balance outstanding under our
credit facility from approximately $473 million for the quarter ended March 31,
2008 to approximately $582 million for the same period in 2009.

























11


Distributable
Cash Flow




We use a non-GAAP
financial measure “Distributable Cash Flow” to measure the amount of cash we can
distribute to our unitholders. We define Distributable Cash Flow as Adjusted
EBITDA less cash interest expense, maintenance capital expenditures, and other
income and expenses, net, which primarily includes a non-cash allowance for
equity funds used during construction (“AFUDC equity”) and other non-cash items.
Adjusted EBITDA is defined as net income plus depreciation and amortization
expense, interest and debt expense, net of interest income and the partnership’s
share of distributions declared by CIG and SNG for the applicable period, less
equity in earnings of CIG and SNG.




We also believe
that the non-GAAP financial measure described above is useful to investors
because this measurement is used by many companies in the industry as a
measurement of operating and financial performance and is commonly employed by
financial analysts and others to evaluate the operating and financial
performance of the partnership and to compare it with the performance of other
publicly traded partnerships within the industry.




Distributable Cash
Flow should not be considered an alternative to net income, earnings per unit,
operating income, cash flow from operating activities or any other measure of
financial performance presented in accordance with GAAP. Distributable Cash Flow
excludes some, but not all, items that affect net income and operating income
and this measure may vary among other companies. Therefore, Distributable Cash
Flow as presented may not be comparable to a similarly titled measure of other
companies. Furthermore, while Distributable Cash Flow is a measure we use to
assess our ability to make distributions to our unitholders, it should not be
viewed as indicative of the actual amount of cash that we have available for
distributions or that we plan to distribute for a given period.




Our distributable
cash flow was $51.2 million and $27.8 million for the quarters ended March 31,
2009 and 2008. The increase in distributable cash flow in 2009 was due primarily
to increased distributions from our ownership interests in CIG and SNG as well
as higher transportation revenues. The table below provides our calculation of
Distributable Cash Flow for the quarter ended March 31, 2009 compared with the
same period in 2008:





2009
            
            
            2008(In
      millions)Net
      income
            
            $
            46.0
            
            
            $
            27.6Add: Interest
      and debt expense, net
            
            
            5.1
            
            
            
            5.6EBIT
            
            
            51.1
            
            
            
            33.2Add:Depreciation
      and amortization
            
            
            7.0
            
            
            
            6.2Distributions
      declared by CIG and SNG
            
            
            28.2
            
            
            
            13.3Less:Equity earnings
      from CIG and SNG
            
            
            (29.0
            )
            
            
            (15.1
            )Adjusted
      EBITDA
            
            
            57.3
            
            
            
            37.6Less:Cash interest
      expense, net
            
            
            (5.1
            )
            
            
            (5.6
            )Maintenance
      capital expenditures
            
            
            (0.6
            )
            
            
            (0.6
            )Other, net
      (1)
            
            
            (0.4
            )
            
            
            (3.6
            )Distributable
      Cash Flow
            
            $
            51.2
            
            
            $
            27.8


____________________




(1)
            Includes
      certain non-cash items such as AFUDC equity and other
    items.













12


Liquidity
and Capital Resources




Liquidity
Overview.Our ability to finance our operations, including our ability to
make cash distributions, fund capital expenditures, make acquisitions and
satisfy any indebtedness obligations, will depend on our ability to generate
cash in the future. Our ability to generate cash is subject to a number of
factors, some of which are beyond our control.




Our sources of
liquidity currently include cash generated from our operations, quarterly cash
distributions received from our equity investees (CIG and SNG), our $20 million
note receivable from El Paso and available borrowing capacity under our $750
million revolving credit facility. This facility is expandable to $1.25 billion
for certain expansion projects and acquisitions. We may also generate additional
sources of cash through future issuances of additional partnership units and/or
future debt offerings. As of March 31, 2009, our remaining availability under
the credit facility is approximately $160 million. For a further discussion of
this facility, see our 2008 Annual Report on Form 10-K.




Extreme volatility
in the financial markets, the energy industry and the global economy will likely
continue through the remainder of 2009 and possibly beyond. The global financial
markets remain extremely volatile and it is uncertain whether recent U.S. and
foreign government actions will successfully restore confidence and liquidity in
the global financial markets.  This could impact our longer-term
access to capital for future growth projects as well as the cost of such
capital. Based on the liquidity available to us under our existing committed
revolving credit facility and our demand note receivable from El Paso, we do not
anticipate a need to directly access the financial markets to fund our 2009
committed expansion capital needs. Prolonged restricted access to the financial
markets could impact our ability to grow our distributable cash flow through
acquisitions. For a more detailed discussion of risk factors related to our
operations and our ability to access the financial markets, refer to our 2008
Annual Report on Form 10-K.




We believe that
cash flows from operating activities, including the cash distributions received
from CIG and SNG, availability under our credit facility and our note receivable
from El Paso will be adequate to meet our operating needs, our anticipated cash
distributions to our partners and our planned expansion opportunities for
2009.




CIG and SNG, our
investees, participate in El Paso’s cash management programs and are required to
make quarterly distributions of their available cash to their partners,
including us. For 2009, we anticipate CIG and SNG will utilize amounts recovered
from their notes receivable under the cash management program with El Paso,
together with capital contributions from its partners, including us, to fund
their capital investment needs. We estimate that we may be required to make
capital contributions to CIG and SNG of up to approximately $40 million during
the remainder of 2009.




Cash
Flow Activities.Our cash flow activities for the quarters ended March 31
were as follows:




Quarter
      EndedMarch
      31,2009
            
            
            2008(In
      millions)Net cash
      provided by operating activities
            
            $
            46.2
            
            
            $
            18.9Net cash used
      in investing activities
            
            
            (9.0
            )
            
            
            (43.1
            )Net cash
      provided by (used in) financing activities
            
            
            (46.9
            )
            
            
            28.8




















13


Operating
Activities.For the quarter ended March 31, 2009 as compared to the same
period in 2008, cash flow from operating activities was higher as a result of
increased contracted capacity reservation revenues on the Piceance lateral,
increased demand for firm capacity on WIC’s mainline system, increased resale of
capacity on a third-party pipeline and the completion of the Medicine Bow
expansion. In addition, we received cash distributions from CIG and SNG of $26.2
million in 2009 compared to $3.5 million in 2008.




Working
Capital.As of March 31, 2009, we had a working capital surplus of $36.0
million compared to a working capital surplus of $40.7 million at December 31,
2008. The change in working capital atMarch 31, 2009, was
due primarily to a reduction in our cash balance due to the repayment of $10.0
million of amounts due under our credit facility.




Investing
Activities.Our investing activities in each period relate primarily to
expansions of our WIC system. In 2009, these expenditures related primarily to
our Piceance Lateral expansion. In 2008, these expenditures related primarily to
the completion of our Kanda lateral and mainline compression expansion and
Medicine Bow compression expansion.




Capital
Expenditures.Our cash capital expenditures for the quarter ended March
31, 2009 and those planned for the remainder of 2009 are as
follows:





Quarter
      Ended
              March 31, 2009
            
            
            Remaining
              2009
            
            
            Total(In
      millions)Maintenance
            
            $
            0.6
            
            
            $
            1.4
            
            
            $
            2.0Expansion
            
            
            8.5
            
            
            
            56.5
            
            
            
            65.0Total
            
            $
            9.1
            
            
            $
            57.9
            
            
            $
            67.0





Our expected
remaining 2009 expansion capital expenditures of $56.5 million include amounts
primarily related to our Piceance Lateral expansion. We are also evaluating
additional expansion projects. We expect to spend approximately $2 million for
maintenance capital expenditures in 2009. While we expect to fund these
maintenance capital expenditures through internally generated funds, we intend
to fund our expansion capital expenditures through borrowings under our credit
facility and the repayment of our note receivable from El Paso. Additionally, we
estimate that we may be required to make capital contributions to CIG and SNG of
up to approximately $40 million in the remainder of 2009.




Financing
Activities.Our financing activities related primarily to a repayment of
$10.0 million made under our credit facility. For a further discussion of our
long-term financing obligations, see Item 1, Financial Statements, Note 4. We
also made cash distributions of $36.8 million and $11.1 million to our
unitholders during the quarters ended March 31, 2009 and
2008.





Unconsolidated
Affiliates




Capital
Requirements.CIG’s and SNG’s sources of cash primarily include cash
provided by operations, amounts available from notes receivable under El Paso’s
cash management program, and/or contributions from CIG’s and SNG’s partners
(including us), if necessary. CIG’s and SNG’s uses of cash primarily include
capital expenditures, debt service, and distributions to partners. For the
remainder of 2009, we anticipate CIG and SNG will utilize amounts recovered from
their notes receivable under the cash management program with El Paso, together
with capital contributions from their partners, including us, to fund their
investment needs.















14


Commitments
and Contingencies




For a further
discussion of our commitments and contingencies, See Item 1, Financial
Statements, Note 5 which is incorporated herein by reference.




Item
3. Quantitative and Qualitative Disclosures About Market Risk




There are no
material changes in our quantitative and qualitative disclosures about market
risks from those reported in our 2008 Annual Report on Form 10-K.




Item
4. Controls and Procedures




Evaluation
of Disclosure Controls and Procedures




As of March 31,
2009, we carried out an evaluation under the supervision and with the
participation of our management, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO) of our general partner, as to the effectiveness,
design and operation of our disclosure controls and procedures. This evaluation
considered the various processes carried out under the direction of El Paso’s
disclosure committee in an effort to ensure that information required to be
disclosed in the SEC reports we file or submit under the Exchange Act is
accurate, complete and timely. Our management, including the CEO and CFO of our
general partner, does not expect that our disclosure controls and procedures or
our internal controls will prevent and/or detect all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives and the CEO and CFO of our
general partner have concluded that our disclosure controls and procedures are
effective at a reasonable level of assurance at March 31, 2009.




Changes
in Internal Control over Financial Reporting




There were no
changes in our internal control over financial reporting during the first
quarter of 2009 that have materially affected or are reasonably likely to
materially affect our internal control.




























15


PART
II – OTHER INFORMATION




Item
1. Legal Proceedings




See Part I, Item 1,
Financial Statements, Note 5, which is incorporated herein by reference.
Additional information about our legal proceedings can be found in Part I, Item
3 of our 2008 Annual Report on Form 10-K.




Item
1A. Risk Factors




CAUTIONARY
STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995




This report
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on
assumptions or beliefs that we believe to be reasonable; however assumed facts
almost always vary from the actual results, and differences between assumed
facts and actual results can be material, depending upon the circumstances.
Where, based on assumptions, we or our management express an expectation or
belief as to future results, that expectation or belief is expressed in good
faith and is believed to have a reasonable basis. We cannot assure you, however,
that the stated expectation or belief will occur, be achieved or accomplished.
The words “believe,” “expect,” “estimate,” “anticipate” and similar expressions
will generally identify forward-looking statements. All of our forward-looking
statements, whether written or oral, are expressly qualified by these cautionary
statements and any other cautionary statements that may accompany such
forward-looking statements. In addition, we disclaim any obligation to update
any forward-looking statements to reflect events or circumstances after the date
of this report.




Important factors
that could cause actual results to differ materially from estimates or
projections contained in forward-looking statements are described in our 2008
Annual Report on Form 10-K under Part I, Item 1A, Risk Factors. There have been
no material changes in these risk factors since that report.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds




None.




Item
3. Defaults Upon Senior Securities




None.




Item
4. Submission of Matters to a Vote of Security Holders




None.




Item
5. Other Information




None.













16


Item
6. Exhibits




The Exhibit Index
is hereby incorporated herein by reference and sets forth a list of those
exhibits filed herewith.




The agreements
included as exhibits to this report are intended to provide information
regarding their terms and not to provide any other factual or
disclosure information about us or the other parties to the agreements. The
agreements may contain representations and warranties by the parties to the
agreements, including us, solely for the benefit of the other parties to the
applicable agreement and:





·
            should not in
      all instances be treated as categorical statements of fact, but rather as
      a way of allocating the risk to one of the parties if those statements
      prove to be inaccurate;


·
            may have been
      qualified by disclosures that were made to the other party in connection
      with the negotiation of the applicable agreement, which disclosures are
      not necessarily reflected in the
agreement;


·
            may apply
      standards of materiality in a way that is different from what may be
      viewed as material to certain
  investors; and


·
            were made
      only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and are subject to more recent
      developments.





Accordingly, these
representations and warranties may not describe the actual state of affairs as
of the date they were made or at any other time.
                 17


SIGNATURES





Pursuant to the
requirements of the Securities Exchange Act of 1934, El Paso Pipeline Partners,
L.P. has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


EL PASO PIPELINE PARTNERS,
      L.P.By:
                El Paso Pipeline GP Company,
      L.L.C.,
                  its General
      PartnerDate:  May
      11, 2009
                /s/
      James C. YardleyJames C.
      YardleyPresident and Chief Executive
      Officer(Principal
      Executive Officer)Date:  May
      11, 2009
                /s/
      John R. SultJohn R.
      SultSenior
      Vice President,Chief
      Financial Officer and Controller(Principal
      Accounting and Financial Officer)

































18





EL
PASO PIPELINE PARTNERS, L.P.


EXHIBIT
INDEX





Each exhibit
identified below is filed as a part of this report.





Exhibit
              Number
            Description12
            Ratio of
      Earnings to Fixed Charges.31.A
            Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.B
            Certification
      of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.A
            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.B
            Certification
      of Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.












































19