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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 March 31, 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(State or other jurisdiction of 
incorporation or organization)
    
    26-0834035(I.R.S. Employer
Identification No.)One Williams Center, Tulsa, Oklahoma(Address of principal executive offices)
    
    74172-0172(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 a 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 Months Ended March 31, 2009 and 2008
    
    
    5Consolidated Balance Sheets  March 31, 2009 and December 31, 2008
    
    
    6Consolidated Statements of Cash Flows  Three Months Ended March 31, 2009 and 2008
    
    
    7Consolidated Statement of Partners Capital from January 1, 2009 to March 31, 2009
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4T.
    
    Controls and Procedures
    
    
    21Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 6.
    
    Exhibits
    
    
    24EX-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;
 2




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
    
    Cash flow from operations or results of operations;
    
    The levels of cash distributions to unitholders;
    
    Rate case filings; and
    
    Natural gas prices and demand.
  
    
    Whether we have sufficient cash from operations to enable us to maintain current
levels of cash distributions or to pay the minimum quarterly distribution following
establishment of cash reserves and payment of fees and expenses, including payments to
our general partner;
    
    Availability of supplies (including the uncertainties inherent in assessing and
estimating future natural gas reserves), market demand, volatility of prices, and the
availability and cost of capital;
    
    Inflation, interest rates, and general economic conditions (including the current
economic slowdown and the disruption of global credit markets and the impact of these
events on Northwests customers and suppliers);
    
    The strength and financial resources of our and Northwests competitors;
    
    Development of alternative energy sources;
    
    The impact of operational and development hazards;
    
    Costs of, changes in, or the results of laws, government regulations (including
proposed climate change legislation), environmental liabilities, litigation and rate
proceedings;
    
    Northwests costs and funding obligations for defined benefit pension plans and
other post-retirement benefit plans;
    
    Changes in maintenance and construction costs;
    
    Changes in the current geopolitical situation;
    
    Northwests exposure to the credit risk of its customers;
    
    Risks related to strategy and financing, including restrictions stemming from
Northwests debt agreements, future changes in
Northwests credit ratings and the
availability and cost of credit;
    
    Risks associated with future weather conditions;
    
    Acts of terrorism; and
    
    Additional risks described in our filings with the Securities and Exchange
Commission ("SEC").
 3




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4




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars, except per-unitamounts)(Unaudited)General and administrative expense
    
    $
    653
    
    
    $
    500Earnings from Northwest Pipeline GP through January 23, 2008
(Predecessor)
    
    
    
    
    
    
    4,002Equity earnings from investment in Northwest Pipeline GP after
January 23, 2008
    
    
    14,318
    
    
    
    9,353Interest expense  affiliate
    
    
    (12
    )
    
    
    Interest income
    
    
    2
    
    
    
    Net income
    
    $
    13,655
    
    
    $
    12,855Allocation of net income used for earnings per unit calculation:Net income
    
    $
    13,655
    
    
    $
    12,855Net income applicable to the period through January 23, 2008
    
    
    
    
    
    
    4,002Net income applicable to the period after January 23, 2008
    
    
    13,655
    
    
    
    8,853Net loss allocated to general partner
    
    
    (89
    )
    
    
    (187
    )Net income allocated to limited partners
    
    $
    13,744
    
    
    $
    9,040Basic and diluted net income per limited partner unit:Common units
    
    $
    0.41
    
    
    $
    0.27Subordinated units
    
    $
    0.41
    
    
    $
    0.27Weighted average number of units outstanding:Common units
    
    
    22,607,430
    
    
    
    22,605,006Subordinated units
    
    
    10,957,900
    
    
    
    10,957,900
  5




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,871
    
    
    $
    7,760Prepaid expense
    
    
    319
    
    
    
    184Total current assets
    
    
    7,190
    
    
    
    7,944Investment in Northwest Pipeline GP
    
    
    417,525
    
    
    
    414,069Total assets
    
    $
    424,715
    
    
    $
    422,013LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade
    
    $
    335
    
    
    $
    671Affiliate
    
    
    47
    
    
    
    424Total current liabilities
    
    
    382
    
    
    
    1,095Contingent liabilities and commitmentsPartners capital
    
    
    424,333
    
    
    
    420,918Total liabilities and partners capital
    
    $
    424,715
    
    
    $
    422,013
  6




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars)(Unaudited)OPERATING ACTIVITIES:Net Income
    
    $
    13,655
    
    
    $
    12,855Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP
    
    
    (14,318
    )
    
    
    (13,355
    )Distributions related to equity earnings from investment
in Northwest Pipeline GP
    
    
    11,200
    
    
    
    3,088Cash provided (used) by changes in assets and liabilities:Other current assets
    
    
    (135
    )
    
    
    (199
    )Accounts payable
    
    
    (713
    )
    
    
    721Other
    
    
    12
    
    
    
    33Net cash provided by operating activities
    
    
    9,701
    
    
    
    3,143INVESTING ACTIVITIES:Purchase of 15.9% general partnership interest in Northwest
Pipeline GP
    
    
    
    
    
    
    (300,900
    )Net cash used by investing activities
    
    
    
    
    
    
    (300,900
    )FINANCING ACTIVITIES:Distributions paid
    
    
    (10,960
    )
    
    
    (3,088
    )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
    
    
    370
    
    
    
    Net cash (used) provided by financing activities
    
    
    (10,590
    )
    
    
    298,615(Decrease) increase in cash and cash equivalents
    
    
    (889
    )
    
    
    858Cash and cash equivalents at beginning of period
    
    
    7,760
    
    
    
    Cash and cash equivalents at end of period
    
    $
    6,871
    
    
    $
    858SCHEDULE OF NONCASH FINANCING ACTIVITIES:Contribution of 19.1% in Northwest Pipeline GP
    
    $
    
    
    
    $
    (115,020
    )Issuance of units to Williams Pipeline GP LLC
    
    
    
    
    
    
    115,020
  7




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WILLIAMS PIPELINE PARTNERS L.P.
 
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 AccumulatedLimited Partner
    
    
    
    
    
    
    Other
    
    
    TotalGeneral
    
    
    Comprehensive
    
    
    PartnersCommon
    
    
    Subordinated
    
    
    Partner
    
    
    Income
    
    
    Capital(Thousands of dollars)(Unaudited)Balance  January 1, 2009
    
    $
    287,269
    
    
    $
    138,835
    
    
    $
    8,677
    
    
    $
    (13,863
    )
    
    $
    420,918Net income
    
    
    9,257
    
    
    
    4,487
    
    
    
    (89
    )
    
    
    
    
    
    
    13,655Other comprehensive
income:Net unrealized gain
on cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    (6
    )Pension benefits:Amortization of
net actuarial loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337
    
    
    
    337Amortization of
prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    7Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338Cash distributions
    
    
    (7,234
    )
    
    
    (3,507
    )
    
    
    (219
    )
    
    
    
    
    
    
    (10,960
    )Contributions pursuant to
the omnibus agreement
    
    
    
    
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    370Other
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Balance  March 31, 2009
    
    $
    289,304
    
    
    $
    139,815
    
    
    $
    8,739
    
    
    $
    (13,525
    )
    
    $
    424,333
  8




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




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 2. Allocation of Net Income and Distributions
  Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars)Allocation to general partner:Net income
    
    $
    13,655
    
    
    $
    8,853Charges direct to general partner:Reimbursable general administrative costs
    
    
    370
    
    
    
    371Income subject to 2% allocation of general partner interest
    
    
    14,025
    
    
    
    9,224General partners share of net income
    
    
    2.0
    %
    
    
    2.0
    %General partners allocated share of net income before
items directly allocable to general partner interest
    
    
    281
    
    
    
    184Incentive distributions paid to general partner
    
    
    
    
    
    
    Direct charges to general partner
    
    
    (370
    )
    
    
    (371
    )Net loss allocated to general partner
    
    $
    (89
    )
    
    $
    (187
    )Net income
    
    $
    13,655
    
    
    $
    8,853Net loss allocated to general partner
    
    
    (89
    )
    
    
    (187
    )Net income allocated to limited partners
    
    $
    13,744
    
    
    $
    9,040
   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(a)
    
    
    0.3250
    
    
    
    7,347
    
    
    
    3,561
    
    
    
    223
    
    
    
    
    
    
    
    11,131
 
 (a)
    
    The board of directors of our general partner declared this cash distribution on April 23, 2009
to be paid on May 15, 2009 to unitholders of record at the close of business on May 8, 2009. Note 3. Credit Agreement
  10




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 4. Recent Accounting Standards
 Earnings per Share
 Note 5. Related Party Transactions
   Note 6. Comprehensive Income
  Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars)Net income
    
    $
    13,655
    
    
    $
    12,855Reclassification of cash flow hedge gain into earnings
    
    
    (6
    )
    
    
    (4
    )Pension benefits:Amortization of net actuarial loss
    
    
    337
    
    
    
    34Amortization of prior service cost
    
    
    7
    
    
    
    5Total comprehensive income
    
    $
    13,993
    
    
    $
    12,890
 11




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WILLIAMS PIPELINE PARTNERS L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 7. Equity Investments
  Northwest
 Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars)Revenues
    
    $
    111,548
    
    
    $
    107,405Operating expenses
    
    
    58,396
    
    
    
    58,239Other income, net
    
    
    191
    
    
    
    310Interest charges
    
    
    12,435
    
    
    
    11,318Net income
    
    $
    40,908
    
    
    $
    38,158
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    Outlook
  Northwests Capital Projects
  
    
    Colorado Hub Connection Project.Northwest has proposed installing 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 terminates 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 precedent 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 its approximately 1.2 Bcf share of the working natural
gas storage capacity expansion being developed over approximately a six-year period from
2007 through 2012.
 13




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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 February 2008, Northwest initiated an open season for the
proposed Sundance Trail Expansion project that resulted in the execution of an agreement
for 150 MDth per day of firm transportation service from the Meeker/White River Hub in
Colorado for delivery to the Opal Hub in Wyoming. The project will include construction of
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 existing
compression at the Vernal compressor station, which will enhance the efficiency of
Northwests system. The Sundance Trail Expansion will utilize available capacity on the
CHC Project and the existing Piceance lateral in conjunction with available and expanded
mainline capacity. The Sundance Trail Expansion remains subject to certain conditions,
including receiving the necessary regulatory approvals. Northwest expects to collect its
maximum system rates, and will seek approval to roll-in the Sundance Trail Expansion costs
in any future rate case filed with the FERC.
 Northwests Results of Operations
   Analysis of Financial Results
  Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
    14




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Operating Statistics
  Three Months EndedMarch 31,2009
    
    2008(In Trillion British Thermal Units)Total Throughput (1)
    
    
    224
    
    
    
    220Average Daily Transportation Volumes
    
    
    2.5
    
    
    
    2.4Average
Daily Reserved Capacity Under Base Firm Contracts, excluding peak capacity
    
    
    2.6
    
    
    
    2.5Average Daily Reserved Capacity Under Short-Term Firm Contracts (2)
    
    
    0.6
    
    
    
    0.7
 
 (1)
    
    Parachute Lateral volumes of 23 trillion British Thermal Units (TBtu) in 2009 and 24 TBtu
in 2008 are excluded from total throughput as these volumes flow under separate contracts that
do not result in mainline throughput.(2)
    
    Includes additional capacity created from time to time through the installation of new
receipt or delivery points or the segmentation of existing mainline capacity. Such capacity
is generally marketed on a short-term firm basis. Capital Resources and Liquidity of Northwest
    Sources (Uses) of Cash
 Three Months EndedMarch 31,2009
    
    
    2008(Thousands of dollars)Net cash provided (used) by:Operating activities
    
    $
    73,627
    
    
    $
    76,554Financing activities
    
    
    (33,644
    )
    
    
    (15,835
    )Investing activities
    
    
    (39,662
    )
    
    
    (61,072
    )Increase (decrease) in cash and cash equivalents
    
    $
    321
    
    
    $
    (353
    )
 15




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Operating Activities
  Financing Activities
  Investing Activities
  Method of Financing
 Working Capital
    Short-Term Liquidity
   Credit Agreement
   16




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Capital Requirements
    Credit Ratings
  Moodys Investors Service
    
    Baa2Standard and Poors
    
    BBBFitch Ratings
    
    BBB
     17




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Other
 Off-Balance Sheet Arrangements
  Impact of Inflation
  Environmental Matters
    18




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Safety Matters
 Pipeline Integrity Regulations.
 Legal Matters
  Summary
  Conclusion
  Capital Resources and Liquidity of Williams Pipeline Partners L.P.
   Northwest Distributions
  Capital Contributions
  19




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Credit Agreement
  Cash Distributions to Unitholders
  Conclusion
  20




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




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




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




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Item 6. Exhibits
  ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline
Partners L.P. (filed on September 12, 2007 as Exhibit 3.1
to Williams Pipeline Partners L.P.s Registration Statement
on Form S-1 (File No. 333-146015) and incorporated herein
by reference).3.2
    
    First Amended and Restated Agreement of Limited Partnership
of Williams Pipeline Partners L.P., dated January 24, 2008
(filed on January 30, 2008 as Exhibit 3.1 to Williams
Pipeline Partners L.P.s Form 8-K (File No. 001-33917) and
incorporated herein by reference).3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed
on September 12, 2007 as Exhibit 3.3 to Williams Pipeline
Partners L.P.s Registration Statement on Form S-1 (File
No. 333-146015) and incorporated herein by reference.)3.4
    
    First Amended and Restated Limited Liability Company
Agreement of Williams Pipeline GP LLC, dated January 24,
2008 (filed on January 30, 2008 as Exhibit 3.2 to Williams
Pipeline Partners L.P. Form 8-K (File No. 001-33917) and
incorporated herein by reference).10.1
    
    Williams Pipeline GP LLC Director Compensation Policy,
dated August 19, 2008, as revised January 23, 2009
(attached as Exhibit 10.8 to Williams Pipeline Partners
L.P.s Annual Report on Form 10-K (File No. 001-33917)
filed with the SEC on February 27, 2009).31.1*
    
    Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32*
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 24




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




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Certificate of Limited Partnership of Williams Pipeline Partners
L.P. (filed on September 12, 2007 as Exhibit 3.1 to Williams
Pipeline Partners L.P.s Registration Statement on Form S-1 (File
No. 333-146015) and incorporated herein by reference).3.2
    
    First Amended and Restated Agreement of Limited Partnership of
Williams Pipeline Partners L.P., dated January 24, 2008 (filed on
January 30, 2008 as Exhibit 3.1 to Williams Pipeline Partners
L.P.s Form 8-K (File No. 001-33917) and incorporated herein by
reference).3.3
    
    Certificate of Formation of Williams Pipeline GP LLC (filed on
September 12, 2007 as Exhibit 3.3 to Williams Pipeline Partners
L.P.s Registration Statement on Form S-1 (File No. 333-146015)
and incorporated herein by reference.)3.4
    
    First Amended and Restated Limited Liability Company Agreement of
Williams Pipeline GP LLC, dated January 24, 2008 (filed on January
30, 2008 as Exhibit 3.2 to Williams Pipeline Partners L.P. Form
8-K (File No. 001-33917) and incorporated herein by reference).10.1
    
    Williams Pipeline GP LLC Director Compensation Policy, dated
August 19, 2008, as revised January 23, 2009 (attached as Exhibit
10.8 to Williams Pipeline Partners L.P.s Annual Report on Form
10-K (File No. 001-33917) filed with the SEC on February 27,
2009).31.1*
    
    Certification of Principal Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) promulgated under the Securities Exchange
Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a) promulgated under the Securities Exchange
Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32*
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 26