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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 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 þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



WILLIAMS PIPELINE PARTNERS L.P.
 FORM 10-Q
 TABLE OF CONTENTS
 PagePart I. Financial InformationItem 1. Financial StatementsConsolidated Statements of Income  Three and Six Months Ended June 30, 2010 and 2009
    
    
    5Consolidated Balance Sheets  June 30, 2010 and December 31, 2009
    
    
    6Consolidated Statements of Cash Flows  Six Months Ended June 30, 2010 and 2009
    
    
    7Consolidated Statement of Partners Capital from January 1, 2010 to June 30, 2010
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other InformationItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 6. Exhibits
    
    
    23EX-10.1EX-31.1EX-31.2EX-32
  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;
 2




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
    
    The levels of cash distributions to unitholders;
    
    Rate case filings; and
    
    Natural gas prices and demand.  
    
    Whether we have sufficient cash from operations to enable us to maintain current
levels of cash distributions or to pay the minimum quarterly distribution following
establishment of cash reserves and payment of fees and expenses, including payments to
our general partner;
    
    Availability of supplies (including the uncertainties inherent in assessing and
estimating future natural gas reserves), market demand, volatility of prices, and the
availability and cost of capital;
    
    Inflation, interest rates, and general economic conditions (including future
disruptions and volatility in the 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 allocated costs for defined benefit pension plans and other
postretirement benefit plans sponsored by its affiliates;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Northwests exposure to the credit risk of its customers;
    
    Risks related to strategy and financing, including restrictions stemming from
Northwests debt agreements, future changes in Northwests credit ratings, and the
availability and cost of credit;
    
    Risks associated with future weather conditions;
    
    Acts of terrorism; and
    
    Additional risks described in our filings with the Securities and Exchange Commission
(SEC).
  3




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4




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Thousands of dollars, except per-unit amounts)General and administrative expense
    
    $
    1,140
    
    
    $
    737
    
    
    $
    2,470
    
    
    $
    1,390Other expense
    
    
    1,200
    
    
    
    
    
    
    
    1,200
    
    
    
    Equity earnings from investment in Northwest Pipeline GP
    
    
    12,032
    
    
    
    12,307
    
    
    
    25,291
    
    
    
    26,625Interest expense  affiliate
    
    
    
    
    
    
    (13
    )
    
    
    (3
    )
    
    
    (25
    )Interest income
    
    
    2
    
    
    
    3
    
    
    
    3
    
    
    
    5Net income
    
    $
    9,694
    
    
    $
    11,560
    
    
    $
    21,621
    
    
    $
    25,215Allocation of net income used for earnings per unit calculation:Net income
    
    $
    9,694
    
    
    $
    11,560
    
    
    $
    21,621
    
    
    $
    25,215Allocation of net loss to general partner
    
    
    (28
    )
    
    
    (135
    )
    
    
    (9
    )
    
    
    (225
    )Allocation of net income to limited partners
    
    $
    9,722
    
    
    $
    11,695
    
    
    $
    21,630
    
    
    $
    25,440Basic and diluted net income per limited partner unit:Common units
    
    $
    0.29
    
    
    $
    0.35
    
    
    $
    0.64
    
    
    $
    0.76Subordinated units
    
    $
    0.29
    
    
    $
    0.35
    
    
    $
    0.64
    
    
    $
    0.76Weighted average number of units outstanding:Common units
    
    
    22,607,430
    
    
    
    22,607,430
    
    
    
    22,607,430
    
    
    
    22,607,430Subordinated units
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
    
    
    
    10,957,900
  5




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    9,163
    
    
    $
    8,114Accounts receivable  affiliate
    
    
    249
    
    
    
    Prepaid expense
    
    
    491
    
    
    
    193Total current assets
    
    
    9,903
    
    
    
    8,307Investment in Northwest Pipeline GP
    
    
    440,541
    
    
    
    441,608Total assets
    
    $
    450,444
    
    
    $
    449,915LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    1,662
    
    
    $
    419Affiliate
    
    
    297
    
    
    
    124Total current liabilities
    
    
    1,959
    
    
    
    543Contingent liabilities (Note 2)Partners capital
    
    
    448,485
    
    
    
    449,372Total liabilities and partners capital
    
    $
    450,444
    
    
    $
    449,915
  6




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six Months EndedJune 30,2010
    
    
    2009(Thousands of dollars)OPERATING ACTIVITIES:Net income
    
    $
    21,621
    
    
    $
    25,215Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP
    
    
    (25,291
    )
    
    
    (26,625
    )Distributions related to equity earnings from investment in Northwest Pipeline GP
    
    
    26,347
    
    
    
    22,750Cash provided (used) by changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (90
    )Other current assets
    
    
    (298
    )
    
    
    43Accounts payable
    
    
    1,416
    
    
    
    (561
    )Other
    
    
    
    
    
    
    12Net cash provided by operating activities
    
    
    23,795
    
    
    
    20,744INVESTING ACTIVITIES:Other
    
    
    
    
    
    
    Net cash provided (used) by investing activities
    
    
    
    
    
    
    FINANCING ACTIVITIES:Distributions paid
    
    
    (22,993
    )
    
    
    (22,091
    )Contributions pursuant to the omnibus agreement
    
    
    247
    
    
    
    744Net cash used by financing activities
    
    
    (22,746
    )
    
    
    (21,347
    )Increase (decrease) in cash and cash equivalents
    
    
    1,049
    
    
    
    (603
    )Cash and cash equivalents at beginning of period
    
    
    8,114
    
    
    
    7,760Cash and cash equivalents at end of period
    
    $
    9,163
    
    
    $
    7,157
  7




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 (Unaudited)
 AccumulatedOther
    
    
    TotalLimited Partner
    
    
    General
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Subordinated
    
    
    Partner
    
    
    Loss
    
    
    Capital(Thousands of dollars)Balance  January 1, 2010
    
    $
    296,932
    
    
    $
    143,513
    
    
    $
    8,969
    
    
    $
    (42
    )
    
    $
    449,372Net income
    
    
    14,569
    
    
    
    7,061
    
    
    
    (9
    )
    
    
    
    
    
    
    21,621Other comprehensive income:Amortization of cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    (11
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )Cash distributions
    
    
    (15,147
    )
    
    
    (7,342
    )
    
    
    (504
    )
    
    
    
    
    
    
    (22,993
    )Contributions pursuant to the omnibus agreement
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    
    
    
    
    496Balance  June 30, 2010
    
    $
    296,354
    
    
    $
    143,232
    
    
    $
    8,952
    
    
    $
    (53
    )
    
    $
    448,485
  8




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




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 2. Contingent Liabilities
  Note 3. Allocation of Net Income and Distributions
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Thousands of dollars, except per-unit amounts)Allocation to general partner:Net income
    
    $
    9,694
    
    
    $
    11,560
    
    
    $
    21,621
    
    
    $
    25,215Charges direct to general partner:Reimbursable general administrative costs
    
    
    249
    
    
    
    374
    
    
    
    496
    
    
    
    744Income subject to 2% allocation of general partner interest
    
    
    9,943
    
    
    
    11,934
    
    
    
    22,117
    
    
    
    25,959General 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
    
    
    199
    
    
    
    239
    
    
    
    442
    
    
    
    519Incentive distributions paid to general partner
    
    
    22
    
    
    
    
    
    
    
    45
    
    
    
    Direct charges to general partner
    
    
    (249
    )
    
    
    (374
    )
    
    
    (496
    )
    
    
    (744
    )Net loss allocated to general partner
    
    $
    (28
    )
    
    $
    (135
    )
    
    $
    (9
    )
    
    $
    (225
    )Net income
    
    $
    9,694
    
    
    $
    11,560
    
    
    $
    21,621
    
    
    $
    25,215Net loss allocated to general partner
    
    
    (28
    )
    
    
    (135
    )
    
    
    (9
    )
    
    
    (225
    )Net income allocated to limited partners
    
    $
    9,722
    
    
    $
    11,695
    
    
    $
    21,630
    
    
    $
    25,440
  10




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  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
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,49702/12/2010
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,49705/14/2010
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,49708/13/2010(a)
    
    
    0.3350
    
    
    
    7,574
    
    
    
    3,671
    
    
    
    230
    
    
    
    22
    
    
    
    11,497
 
 (a)
    
    The board of directors of our general partner declared this cash distribution on July 27,
2010 to be paid on August 13, 2010 to unitholders of record at the close of business on August
6, 2010. Note 4. Related Party Transactions
   Note 5. Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009*
    
    
    2010
    
    
    2009*(Thousands of dollars)Net income
    
    $
    9,694
    
    
    $
    11,560
    
    
    $
    21,621
    
    
    $
    25,215Amortization of cash flow hedge
    
    
    (6
    )
    
    
    (5
    )
    
    
    (11
    )
    
    
    (11
    )Total comprehensive income
    
    $
    9,688
    
    
    $
    11,555
    
    
    $
    21,610
    
    
    $
    25,204
 
 *
    
    Prior year amount has been restated to reflect accounting for pension and postretirement
benefit obligations on a multi-employer accounting model (See Note 1). The effect of the
restatement decreased Northwests Total Comprehensive Income by $0.8 million and $1.8 million
for the three and six months ended June 30, 2009, respectively. The effect of the restatement
decreased our Total Comprehensive Income by $0.3 million and $0.6 million for the three and
six months ended June 30, 2009, respectively. 11




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 6. Equity Investments
  Northwest
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Thousands of dollars)Revenues
    
    $
    102,578
    
    
    $
    107,756
    
    
    $
    208,688
    
    
    $
    219,304Operating expenses
    
    
    57,159
    
    
    
    60,743
    
    
    
    112,978
    
    
    
    119,139Other income, net
    
    
    438
    
    
    
    449
    
    
    
    100
    
    
    
    640Interest charges
    
    
    11,441
    
    
    
    12,300
    
    
    
    23,511
    
    
    
    24,735Income taxes
    
    
    38
    
    
    
    
    
    
    
    38
    
    
    
    Net income
    
    $
    34,378
    
    
    $
    35,162
    
    
    $
    72,261
    
    
    $
    76,070
 Note 7. Disclosures About the Fair Value of Financial Instruments
  Cash and cash equivalents
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
   Recent Events
    General
  13




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##### Table of Contents



Outlook
  Northwests Capital Projects
  
    
    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 its 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 November 2009, Northwest received approval from the Federal
Energy Regulatory Commission (FERC) to construct approximately 16 miles of 30-inch loop
between its existing Green River and Muddy Creek compressor stations in Wyoming as well as an
upgrade to its existing Vernal compressor station, with service targeted to commence in
November 2010. The total project, currently under construction, is estimated to cost
approximately $60 million, including the cost of replacing the existing compression at
Vernal, which will enhance the efficiency of Northwests system. Northwest executed a
transportation service agreement to provide 150 thousand dekatherms per day of firm
transportation service from the Greasewood and Meeker Hubs in Colorado for delivery to the
Opal Hub in Wyoming. Northwest will collect its maximum system rates under the firm service
agreement, and has received approval from the FERC to roll-in the Sundance Trail Expansion
costs in any future rate cases.
 Williams Pipeline Partners L.P.s Results of Operations
 Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
  Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
  Northwests Results of Operations
  14




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Analysis of Financial Results
  Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
    Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
    15




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Operating Statistics
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(In Trillion British Thermal Units)Total Throughput(1)
    
    
    156
    
    
    
    173
    
    
    
    336
    
    
    
    397Average Daily Transportation Volumes
    
    
    1.7
    
    
    
    1.9
    
    
    
    1.9
    
    
    
    2.2Average Daily Reserved Capacity
Under Base Firm Contracts, excluding
peak capacity
    
    
    2.8
    
    
    
    2.6
    
    
    
    2.8
    
    
    
    2.6Average Daily Reserved Capacity
Under Short-Term Firm Contracts(2)
    
    
    0.2
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    0.6
 
 (1)
    
    Parachute Lateral volumes of 20 trillion British thermal units (TBtu) and 43 TBtu for the
three and six months ended June 30, 2009, respectively, are excluded from total throughput as
these volumes flowed under separate contracts that did 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. When the capacity is sold on a long-term
basis, it is included above, under Base Firm Contracts. Capital Resources and Liquidity of Northwest
     16




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Sources (Uses) of Cash
 Six Months EndedJune 30,2010
    
    
    2009(Thousands of dollars)Net cash provided (used) by:Operating activities
    
    $
    115,035
    
    
    $
    125,838Financing activities
    
    
    (74,641
    )
    
    
    (53,594
    )Investing activities
    
    
    (40,733
    )
    
    
    (72,231
    )Increase (decrease) in cash and cash equivalents
    
    $
    (339
    )
    
    $
    13
 Operating Activities
  Financing Activities
  Investing Activities
  Method of Financing
 Working Capital
   Short-Term Liquidity
   Credit Agreement
  17




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Capital Requirements
    Credit Ratings
  Moodys Investors Service
    
    Baa2Standard and Poors
    
    BBB-Fitch Ratings
    
    BBB
  18




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Other
 Off-Balance Sheet Arrangements
  Impact of Inflation
  Environmental Matters
   19




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2 2
 2 2
 Safety Matters
 Pipeline Integrity Regulations.
 Legal Matters
  20




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##### Table of Contents



Summary
  Conclusion
  Capital Resources and Liquidity of Williams Pipeline Partners L.P.
   Northwest Distributions
  Capital Contributions
  Cash Distributions to Unitholders
  21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
  Second Quarter 2010 Changes in Internal Controls
  22




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 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 our Registration Statement on Form S-1) 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
our Form 8-K) 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 our Registration Statement on Form S-1) 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 our Form 8-K) and incorporated herein by reference.10.1*
    
    Credit Agreement, dated as of February 17, 2010, by and among Williams Partners
L.P., Transcontinental Gas Pipe Line Company, LLC, Northwest Pipeline GP, the
lenders party thereto and Citibank, N.A., as Administrative Agent.31.1*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32**
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 *
    
    Filed herewith**
    
    Furnished 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 our Registration Statement on Form S-1) 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
our Form 8-K) 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 our Registration Statement on Form S-1) 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 our Form 8-K) and incorporated herein by reference.10.1*
    
    Credit Agreement, dated as of February 17, 2010, by and among Williams Partners
L.P., Transcontinental Gas Pipe Line Company, LLC, Northwest Pipeline GP, the
lenders party thereto and Citibank, N.A., as Administrative Agent.31.1*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2*
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32**
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 
 *
    
    Filed herewith**
    
    Furnished herewith 25